5.4 Conflict of Interest Statement. Consultant covenants that Consultant, its officers or employees or their immediate family, presently has no interest, including, but not limited to, other projects or independent contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the performance of the Work. Consultant further covenants that in the performance of this Agreement no person having any such interest shall be employed or retained by Consultant under this Agreement. Consultant shall not hire City of Mountain House’s employees to perform any portion of the Work, including secretarial, clerical, and similar incidental services, except upon the written approval of City of Mountain House. Performance of the Work by associates or employees of Consultant shall not relieve Consultant from any responsibility under this Agreement.
5.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, gender identity, or sexual orientation against any employee, applicant for employment, sub-Consultant, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant pursuant to this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.
5.6 Drug Free Workplace. Consultant shall comply with the provisions of Government Code Section 8350 et seq., otherwise known as the Drug-Free Workplace Act.
5.7 Form Law. The Laws of the State of California shall govern this Agreement. Venue is San Joaquin County. The provision of this paragraph shall survive expiration or other termination of this Agreement regardless of the cause of such termination.
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5.8 Subcontracts. Consultant shall include the provisions of this Section 5 in any subcontract approved by the Contract Administrator or this Agreement.
6. Indemnification, Hold Harmless and Defense.
6.1 To the fullest extent permitted by law, Consultant shall indemnify, hold harmless and defend City of Mountain House, its directors, officers, employees, agents and authorized volunteers, and each of them, from and against any and all claims, demands, causes of action, damages, penalties, judgments, awards, decrees, costs, expenses, attorneys’ fees, losses or liabilities, in law or in equity, of every kind or nature, including but not limited to personal injury, bodily injury, wrongful death, and property damage including any damage to City of Mountain House’s property, arising out of Consultant’s alleged negligence, or wrongful acts related to or in connection with Consultant’s performance of duties under the terms and conditions of this Agreement.
6.2 Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by Civil Code Section 2782.
7. Insurance.
Before beginning any Work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance described in Exhibit C, incorporated herein, against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Work hereunder by the Consultant and its agents, representatives, employees, and sub-Consultants. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of Mountain House of such insurance that meets the requirements of Exhibit C and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning Work to City of Mountain House. Consultant shall maintain the insurance policies required by Exhibit C throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant’s proposal. Consultant shall not allow any sub-Consultant to commence Work on any subcontract until Consultant has obtained all insurance required by Exhibit C for the sub-Consultant(s) and provided evidence that such insurance is in effect to City of Mountain House. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution.
8. Termination and Modification.
8.1 Termination. City of Mountain House may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon sixty (60) days’ written notice to City of Mountain House and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City of Mountain House, however, may condition payment of such compensation upon Consultant delivering to City of Mountain House any or all work product, including, but not limited to documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or
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prepared by or for Consultant or City of Mountain House in connection with this Agreement.
8.2 Extension. City of Mountain House may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 2.2 above. Any such extension shall require a written amendment to this Agreement, as provided for herein.
The City of Mountain House City Manager is hereby authorized to negotiate and execute such extension.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.
8.4 Assignment and Subcontracting. City of Mountain House and Consultant recognize and agree that this Agreement contemplates performance of specialized services by Consultant and is based upon a determination of Consultant’s unique competence, experience, and specialized knowledge. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the sub-Consultants noted in the proposal, without prior written approval of the Contract Administrator. Any such assignment, transfer, delegation or subcontract without the prior written consent shall be considered null and void.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City of Mountain House and Consultant shall survive the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City of Mountain House’s remedies shall include, but not be limited to, the following:
a. Immediately terminate the Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different Consultant to complete the Work described in Exhibit A not finished by Consultant; or
d. Charge Consultant the difference between the cost to complete the Work described in Exhibit A that is unfinished at the time of breach and the amount that City of Mountain House would have paid Consultant pursuant to Section 3 above if Consultant had completed the Work.
9. Miscellaneous.
9.1 Contract Administrator. The Consultant Administrator shall be designated, and may be changed, by the City of Mountain House City Manager in writing.
9.2 Notices. Any notice required to be given pursuant to the terms and provisions hereof shall be in writing and shall be effected by personal delivery or by first class mail,
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registered or certified, postage prepaid, return receipt requested. Unless otherwise designated by either party in writing, such notices shall be mailed as shown on the first page of this Agreement.
9.3 Non-Liability of Officials, Employees and Agents. No officer, official, employee or agent of City of Mountain House shall be personally liable to Consultant in the event of any default or breach by City of Mountain House or for any amount that may become due to Consultant pursuant to this Agreement.
9.4 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which such party may be entitled.
9.5 Documents. All drawings, specifications, documents and other memoranda or writings relating to the Work hereunder, shall remain or become the property of City of Mountain House upon termination of this Agreement, whether executed by or for the Consultant for City of Mountain House, or otherwise, by or for the Consultant, or by or for a subConsultant operating under the Consultant’s supervision, or direction, and all such documents and copies thereof shall be returned or transmitted to City of Mountain House forthwith upon termination or completion of the Work under this Agreement. Prior to termination Consultant shall deliver to City of Mountain House any such records upon request.
9.6 Force Majeure. It is agreed that neither party shall be responsible for delays in delivery or acceptance of delivery or failure to perform when such delay or failure is attributable to Acts of God, war, strikes, riots, lockouts, accidents, rules or regulations of any governmental agencies or other matters or conditions beyond the control of either the seller/Consultant or the purchaser.
9.7 Waiver. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party.
9.8 No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the parties, any rights or remedies hereunder.
9.9 Headings. The headings of the sections and exhibits of this Agreement are inserted for convenience only. They do not constitute part of this Agreement and are not to be used in its construction.
9.10 Entire Agreement and Modification. This Agreement supersedes all previous Agreements either oral or in writing and constitutes the entire understanding of the parties hereto. No changes, amendments or alterations shall be effective unless in writing and signed by both parties.
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9.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
IN WITNESS WHEREOF, City of Mountain House and Consultant have executed this Agreement on the day and year first written above.
NV5, Inc. City of Mountain House
State of California
By: ____________________________
Mike Stys
Vice President
By: ___________________________
Steven J. Pinkerton
City Manager
Date: _________________________ Date: _________________________ Approved as to Form:
By: ___________________________
John Bakker
City Attorney
Exhibit A: Statement of Qualifications
Exhibit B: Compensation Schedule & Reimbursable Expenses Exhibit C: Insurance Requirements
Exhibit D: Requirements of Public Works Contracts
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EXHIBIT A
STATEMENT OF QUALIFICATIONS
[Attached]
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STATEMENT OF QUALIFICATIONS
RFP PWQ-2602
On-Call Surveying Services
SUBMITTED BY
NV5, Inc.
3050 Citrus Circle, Suite 203,
Walnut Creek, CA 94598
MAY 27, 2026
PREPARED FOR
City of Mountain House
251 E Main Street
Mountain House, CA 95391
CONTACT:
Mike Stys, GISP
Telephone Number: 810.841.1060
Email of Contact: [email protected]
PROPOSED SERVICES:
• On-Call Surveying Services
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Mountain House Page 845 of 1946 City of Mountain House | On-Call Surveying Services NV5 | 2 A. CONTACT INFORMATION
Contact Information
1. Name + Address: NV5, Inc., 3050 Citrus Circle, Suite 203, Walnut Creek, CA 94598
2. Date of SOQ Submittal: May 27, 2026
3. Company Organization: NV5 Inc., is a subsidiary of our parent company, NV5 Global, Inc.
4. Contact: Mike Stys, GISP, Vice President, 810.841.1060, [email protected]
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Mountain House Page 846 of 1946 3050 Citrus Circle, Suite 203 | Walnut Creek, CA 94598 | www.nv5.com | Office: 949.585.0477 | Fax: 949.409.8182
COMPANY INFORMATION/CONTACT
Name: NV5, Inc.
Address: 3050 Citrus Circle, Suite 203
Walnut Creek, CA 94598
Telephone Number: 858.385.0500
Email of Contact: [email protected]
PN: 2760526-0019160.00
May 27, 2026
City of Mountain House
Attn: MH Contracts
251 E. Main Street
Mountain House, CA 95391
SUBJECT: On-Call Survey Services
Dear Mountain House Contracts,
NV5, Inc. is excited to have the opportunity to provide On-Call Survey Services to the City of Mountain House (City).
Our team has the technical knowledge and experience to deliver these services in the most efficient and cost-effective manner. NV5’s strengths include the following:
Current Partnership: NV5 has been providing professional services to Mountain House since 2006.
Relevant Experience: We recognize that having local experience is critical to understanding and successfully delivering projects. We are dedicated to providing the City with the qualified and experienced staff necessary to successfully complete your projects safely, efficiently and cost-effectively. We will bring our well-known “personal service” to the City — a proven willingness to exceed project needs and expectations, flexibility to rapidly deploy expert staff, and effective response to changing project demands. We have a proven track record of successfully providing on-call survey and map review services throughout California. Some of our local clients include the cities of Portola Valley, Santa Clara, Woodside, La Quinta and San Diego, as well as PG&E, the County of Merced, and Elk Creek Community Services District.
Proposed Team: NV5 offers the City a team of dedicated professionals with proven capability and expertise. We are proposing Rob Stevenson, PLS, as Project Manager. Mr. Stevenson has over 20 years of surveying and mapping experience with 9 years in California. His experience includes boundary surveys, ALTA surveys, topographic surveys, construction staking, preparing and processing record of surveys, corner records and parcel maps. In addition, we propose Ryan Derum, PLS, as QA/QC Manager, who together bring more than five decades of experience in providing land surveying services. They will be supported by a team of professionals who are experts in their field.
Subconsultants: NV5 has a strong and successful working relationship with our subconsultant K-J Locating, who we have worked with on numerous projects for various agencies throughout Southern California.
Proposal Authorization and Validity: This proposal has been signed by Mike Stys, GISP, a company officer authorized to bind the firm. This proposal will remain valid for a period of at least 90 days from the date of this submittal.
Conflict of Interest Statement: NV5 has no conflicts of interest related to this RFQ or the services described herein. We are not currently providing services that would create a conflict under the requirements of RFQ PWQ-2602.
NV5 looks forward to the opportunity to work with the City and help you achieve your goals and objectives. If you need further information, we may be reached by phone at (949) 585-0477, or electronically at [email protected] and [email protected]. Thank you for your time and consideration.
Sincerely,
NV5
B. COVER LETTER
Mike Stys, GISP
Senior Vice President
Rob Stevenson, PLS
Project Manager
City of Mountain House | On-Call Surveying Services NV5 | 3
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Mountain House Page 847 of 1946 City of Mountain House | On-Call Surveying Services NV5 | 4
CONSTRUCTABILITY
REVIEW
STAFF
AUGMENTATION
BUILDING
+ SAFETY
SERVICES
CONSTRUCTION
MANAGEMENT
+ INSPECTION
CIVIL
ENGINEERING
DESIGN
ASSESSMENT
ENGINEERING
PLAN CHECK
SERVICES
PROJECT
MANAGEMENT
Location of Key Staff
NV5’s key staff are located throughout our California offices, allowing us to efficiently allocate resources and provide responsive support based on project needs, workload demands, and schedule requirements. This depth of resources enables NV5 to quickly respond to the City’s on-call service requests.
With a demonstrated ability to address public concerns, we are experts in a broad range of governmental interface, public outreach and community involvement, and we are genuinely committed to public participation as a way of planning and completing projects. Our team routinely performs these services as part of our delivery of public works projects and regards them as a vital component to project success.
Firm Profile
NV5, Inc. has been providing engineering and consulting services to public and private sectors for more than 75 years, delivering solutions through six business verticals: Testing, Inspection and Consulting; Infrastructure; Utility Services; Environmental Health Sciences; Buildings and Program Management; and Geospatial Technology. With more than 100 offices nationwide and abroad, NV5 has access to over 5,000 employees in a variety of fields who help clients plan, design, build, test, certify and operate projects that improve the communities where we live and work.
Our California offices specialize in the engineering design, construction management and inspection of capital improvement projects, including: streets, traffic systems, water and wastewater systems, drainage and flood control, parks and recreational facilities, vertical construction, and landscaping and grading. Our team includes licensed civil engineers, licensed contractors, construction managers, certified inspectors and experienced public works professionals. All team members have extensive experience working within the structure of municipal government and public construction policy and will seamlessly integrate with the City’s team.
Key Services
The successful delivery of our products and services has resulted in repeat clients for a broad range of municipal projects.
Our key services include:
C. QUALIFICATIONS SECTION
GEOTECHNICAL
ENGINEERING
LAND SURVEY
+ GIS
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SUBCONSULTANTS
City of Mountain House | On-Call Surveying Services NV5 | 5 Kurt Kathol - 15%
UAS
SERVICES
Christopher Endozo, PE, PLS
- 20%
Julihanna Mandeville, EIT -
20%
+ 12 field crews
SUPPORT
STAFF
Rob Stevenson, PLS - 15%
Ryan Derum, PLS - 15%
Lillian Capell, PLS - 15%
Joel Paulson, PLS, GISP - 15%
Sayed Hussaini, PLS - 15%
Jay Fahrion, PLS - 15%
Doug Boyle, PLS - 15%
Timothy Reilly, PLS - 15%
J Braley, PLS - 15%
PROFESSIONAL LAND
SURVEYORS
POTHOLING/UTILITY
LOCATING
K-J LOCATING
Kevin Kawalkowski - 15%
PRINCIPAL-IN-CHARGE
Mike Stys, GISP - 10%
1. Organization Chart
Our team of experts bring direct, relevant, successful and current experience working on projects of similar scope and complexity. We are equipped with the resources to provide the City with the requested survey services. Shown below are team roles, responsibilities, and availability.
D. PROJECT APPROACH, EXPERIENCE, AND AREAS OF EXPERTISE
PROJECT MANAGER
Rob Stevenson, PLS - 25%
QA/QC MANAGER
Ryan Darum, PLS - 15%
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Mountain House Page 849 of 1946 City of Mountain House | On-Call Surveying Services NV5 | 6 D. PROJECT APPROACH, EXPERIENCE, AND AREAS OF EXPERTISE Key Staff Qualifications
Qualifications of key staff, including titles and experience, are listed below. Detailed paragraph-form qualifications and relevant experience for all key staff are provided in Section E – Resumes for Key Staff.
NAME ROLE YEARS EDUCATION, CERTIFICATIONS + LICENSES
Rob Stevenson,
PLS
Project Manager/
Professional Land
Surveyor
20 B.S. Land Surveying and Geomatics Engineering Technology, Professional Land Surveyor (CA) No. 9833
Ryan Derum, PLS
QA/QC Manager/
Professional Land
Surveyor
13 Coursework in AS/Land Survey Technology,
Professional Land Surveyor (CA) No. 9967
Lillian Capell, LSIT Professional Land
Surveyor 9 B.S. Geometrics, Survey Emphasis; Land Surveyor-in-Training (CA) Joel Paulson, PLS,
GISP
Professional Land
Surveyor 43
M.A. Near Eastern Studies/Egyptology; B.A. Near Eastern Studies/ Egyptology; Land Surveyor (CA) No. 6637; GIS Professional (GISP) No. 90366
Sayed Hussaini,
PLS
Professional Land
Surveyor 14 M.S. GIS; B.S. Geodesy/Survey Engineering; Professional Land Surveyor (CA) No. 9669 Jay Fahrion, PLS Professional Land
Surveyor 43
Professional Land Surveyor (CA) No. 8207; AQMD PM-10
Certificate; American Congress on Surveying and Mapping course on various surveying specialties completed
Doug Boyle, PLS Professional Land
Surveyor 39 A.A. Drafting Technology; Professional Land Surveyor (CA) No. 8340 Timothy Reilly, PLS Professional Land
Surveyor 23 Professional Land Surveyor (CA) No. 8759
J Braley, PLS Professional Land
Surveyor 45
General Education courses; Land Survey courses; Land Surveying Fundamentals; AutoCAD Level 1 & Level 2; Global Positioning Survey course; GIS course; Professional Land Surveyor (CA) No. 8446; Professional Land Surveyor (NV) No. 19903
Christopher
Endozo, PE, PLS Support Staff 9 M.S. Environmental Engineering; B.S. Civil Engineering; Civil Engineer (CA) No. 88899; Land Surveyor (CA) No. 9618
Julihanna
Mandeville, EIT Support Staff 9 B.S. Civil Engineering; Engineer-in-Training (CA) No. 160808 Kurt Kathol UAS Services 8
Associated Builders & Contractors Inc. Electrical Apprenticeship, A.S., Science & Arts; APSS, COP, MSC, MSS- Optics Equipment Certifications (Department of Homeland Security)
Kevin Kawalkowski
(K-J Locating)
Potholing/Utility
Locating 23
Bachelor of Science,
California C12 and C42 Contactor Licenses,
Utility Training Academy (UTA) Certification,
Transportation Worker Identification Credentials (TWIC), Various OSCA Safety Programs completed
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2. Experience and Similar Types of Projects
Below, and on the following pages, we have provided descriptions of projects where NV5 has provided on-call services for entities throughout California.
Surveying Services
TOWN OF PORTOLA VALLEY | TOWN OF PORTOLA VALLEY, CA
NV5 acts as Town Surveyor and provides survey and engineering staff for the Town of Portola Valley. Projects undertaken include roadway improvements, creek restorations, crosswalk improvements, aerial flight controls, GIS control, monumentation, and topographic and boundary mapping. Our services have also included review and sign-off for lot adjustments, mergers, easement documents, tentative maps, and subdivision maps. NV5 reviews these documents for technical correctness, consistency with Town standards and ordinances, and adherence to the Conditions of Approval. NV5 met or exceeded schedule and budget for each project performed under this contract.
CONSTRUCTION COST: N/A (AS-NEEDED)
NV5 FEE: VARIOUS TASK ORDERS (NTE $200K)
DATES: 2013 (ENGINEERING SERVICES)-CURRENT
KEY PERSONNEL: JENNY VAN TRUONG (PM), JAY FAHRION (SURVEY), DOUG BOYLE (SURVEY) Surveying Services
CITY OF SANTA CLARA | SANTA CLARA, CA
NV5 acts as City Surveyor on behalf of the City of Santa Clara. NV5 executes parcel map and record of survey review, final map review of the first 5 lots, final map review of each additional lot, amended parcel map and record of survey review, processes Certificate of Correction for final parcel maps, lot line adjustment review, encroachment agreement application and right-of-way documents, agreements, easement dedications and easement vacations review, minor agreements and easement dedication review. NV5 met or exceeded schedule and budget for each project performed under this contract.
CONSTRUCTION COST: N/A (AS-NEEDED)
NV5 FEE: $64K
DATES: 2019-CURRENT
KEY PERSONNEL: JAY FAHRION (ACTING CITY SURVEYOR), LILLIAN CAPELL (SURVEY), DOUG BOYLE (SURVEY) As-Needed Survey Support
COUNTY OF MERCED | MERCED COUNTY, CA
NV5 provided Land Survey support on an as-needed basis for the County of Merced. Services include the following:
• Processing of parcel maps, subdivision maps and record of survey maps for filing with County Recorder required by the Subdivision Map Act, Land Surveyor’s Act and local ordinances. • Processing of various projects relative to special districts, city annexations, road abandonment, and other entities. • Processing of legal documents and necessary deeds relative to various projects. • Providing consultation and guidance to County staff and private engineers/land surveyors relative to subdivisions, surveys, property line adjustments and mergers.
• Maintaining an index by geographic location of all recorded and unrecorded maps, Corner Records and deeds for County properties road rights-of-way and easements.
CONSTRUCTION COST: N/A (AS-NEEDED)
NV5 FEE: VARIOUS TASK ORDERS
DATES: CURRENT
KEY PERSONNEL: JOEL PAULSON (PM)
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Mountain House Page 851 of 1946 City of Mountain House | On-Call Surveying Services NV5 | 8 D. PROJECT APPROACH, EXPERIENCE, AND AREAS OF EXPERTISE As-Needed Land Surveying, Aerial Surveying, Photography, Mapping and Digitizing Services
CITY OF SAN DIEGO | SAN DIEGO, CA
NV5 is providing professional surveying services for the City, including topographic survey, aerial mapping, as-built survey, boundary determination, construction surveying, high-definition surveying, and LiDAR surveying. Below is a sample of completed task orders:
• Paradise Hills Monument Survey and Utility Survey: Field monument survey and topographic utility survey covering approximately 2.06 lineal miles. The Paradise Hills project is a group utility project requiring the collection of right-ofway monumentation and existing utility feature locations within the work area. • Clairemont Mesa East Monument Survey and Utility Survey: Field monument survey and topographic utility survey covering approximately 4.18 lineal miles. The Clairemont Mesa East project is a group utility project requiring the collection of right-of-way monumentation and existing utility feature locations within the work area. • Ocean Beach Branch Library Monument Survey and Topographic Survey: Field monument survey and topographic survey for the Ocean Beach Branch Library project, located at 4801 Santa Monica Ave. The project site covers an approximately 1.25-acre area, together with portions of adjacent alleyway, Sunset Cliffs Boulevard and Santa Monica Avenue.
• Nestor Monument Survey and Utility Survey: Field monument survey and topographic utility survey. The project area covers approximately 6.01 lineal miles within the City of San Diego’s Otay Mesa Community Area. The Nestor project is a group utility project requiring the collection of right-of-way monumentation and existing utility feature locations as delineated within the work area.
CONSTRUCTION COST: N/A (AS-NEEDED)
NV5 FEE: VARIOUS TASK ORDERS (NTE $5M)
DATES: 2019-2022
KEY PERSONNEL: JOEL PAULSON (PM), JUSTIN PALLAMARY (SURVEY), KURT KATHOL (UAS), J BRALEY (SURVEY), CHRISTOPHER
ENDOZO (SUPPORT), BRIAN HILL (SUPPORT), JULIHANNA MANDEVILLE (SUPPORT), BRIAN WOLF (SUPPORT) On-Call Surveying Services
CITY OF LA QUINTA | LA QUINTA, CA
NV5 is providing on-call services as requested by the Public Works Department. Work includes:
• Jefferson Street/Avenue 53 Roundabout: Construction
Staking
• Hwy. 111 APN 600-390-024: Boundary Survey,
Topographic Survey and ALTA Map
• SilverRock Park Venue Site: Construction Staking
• Washington Street @ Fred Waring Triple Left Turn:
Construction Staking
• Silverrock Way: Construction Staking
• Street Cross Sections on Monroe Street at Mountain
View Lane
• Topographic Survey of the La Quinta Library
• Topographic Survey of the Art Park of the Desert at
Avenida Montezuma
• Construction Staking services for Fritz Burns Park
• Tie-out of existing monument at the Intersection of
Avenue 52 and Jefferson Street.
• Lot Line Adjustment for the General Telephone site
• Construction Staking Services for the pickleball courts at Fritz Burns Park
• UAV services for SilverRock Golf Course
• Legal Descriptions and Plats for All American Canal
through SilverRock development.
TOTAL PROJECT COST: N/A (AS-NEEDED)
NV5 FEE: VARIOUS TASK ORDERS (NTE $600K)
DATES: 2016-CURRENT
KEY PERSONNEL: MIKE STYS (PIC), JAY FAHRION (SURVEY), DOUG BOYLE (SURVEY)
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Mountain House Page 852 of 1946 City of Mountain House | On-Call Surveying Services NV5 | 9 D. PROJECT APPROACH, EXPERIENCE, AND AREAS OF EXPERTISE Utility Undergrounding Study
TOWN OF WOODSIDE | WOODSIDE, CA
NV5 was engaged by the Town of Woodside to provide comprehensive consulting services in support of its initiative to underground existing overhead utilities. The scope of work includes strategic planning, technical analysis, and stakeholder engagement to facilitate the development of an undergrounding program. Key tasks and deliverables include:
• Assessment District Program Framework: Developed a detailed framework to guide the formation of utility undergrounding assessment districts. This included a step-by-step implementation guide, a comprehensive FAQ document, and a standardized petition package with clear procedural guidelines. • Utility Mapping: Created detailed electronic maps identifying all existing overhead utility infrastructure within the Town. These maps served as the foundation for subsequent planning and cost estimation efforts. • Cost Estimation: Prepared a comprehensive cost estimate for undergrounding the identified utilities. Estimates were categorized by Rule 20A and Rule 20B project types and segmented by district or area. Cost projections were informed by recent construction bids from PG&E and comparable municipalities. • Financial Strategy Development: Identified and evaluated financial options for both Rule 20A and 20B projects, providing the Town with viable funding strategies tailored to each project type. • Summary Report: Compiled all findings, deliverables, and recommendations into a final summary report to support decision-making and public communication.
• Stakeholder Engagement: Participate in meetings with Town staff and stakeholders to present findings, gather feedback, and refine recommendations.
TOTAL PROJECT COST: N/A (AS-NEEDED)
NV5 FEE: $47K
DATES: 2024-CURRENT
KEY PERSONNEL: AMY STOREY (PM), RAFAEL GUTIERREZ (CADD), DAVID SCHILKE (SURVEY), KENDRA DUNCAN (ADMIN), ERICA TOSTE (PERMIT TECHNICIAN)
Water Treatment Clarifier Expansion and Y Pipeline
ELK CREEK COMMUNITY SERVICES DISTRICT | ELK CREEK, CA
NV5 prepared conceptual layouts to install a water treatment clarifier upstream of Elk Creek Community Service District (ECCSD)’s existing water treatment facility. Located in western Glenn County, ECCSD provides potable water service to the community of Elk Creek, which has an approximate population of 300 persons. The proposed clarifier will improve the District’s surface water treatment facility’s performance, including the clarifier siting, power supply, raw and treated water supply, chemical injection, and sludge disposal. The proposed clarifier would be placed on federally owned property (Bureau of Reclamation), generally located between the ECCSD’s existing water treatment facility and Stony Creek Dam, on the western side of Elk Creek.
NV5 conducted land surveying at the site to assist the design effort. This involved conducting a topographic survey and record boundary at the Elk River near the Stony Gorge Reservoir Dam. Our UAV team used an unmanned aerial vehicle to collect aerial imagery and photogrammetric data to provide more precise property line and right-of-way information than was originally available.
TOTAL PROJECT COST: $1.4M
NV5 FEE: $295,808
DATES: FEBRUARY 2021-CURRENT
KEY PERSONNEL: JAMES OWENS (PM), ZACHARY STOCK (CIVIL ENGINEER), SHEN HUANG (CIVIL ENGINEER), NV5 SURVEY (JOEL
PAULSON, LILLY CAPELL, ROB STEVENSON)
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3. Project Approach
Having performed on-call services for more than 100
agencies throughout California, we understand that
staffing capacity, clear communication, strong project
management skills, and technical excellence are the keys to efficient and effective as-needed contracts, and we will bring all of these skills to meet your needs.
We understand that flexibility and responsiveness are
critical in order to ramp up or down based upon conditions.
Our firm is structured to provide staff on very short
turnaround times, responding to rapidly changing priorities and project needs. NV5 has demonstrated through our
as-needed contracts that we are quick to respond with the correct team to solve any issue.
Based on the scope of work defined in the Request for
Proposals and our many years of experience providing
as-needed surveying, NV5 has developed a technical
and professional approach to completing the required
as-needed surveying tasks. NV5 survey professionals are seasoned experts in providing the following tasks:
• Horizontal and Vertical Control Surveys
• Establishing and adjusting benchmarks and survey
monuments
• Performing design, aerial and topographic surveys
• Setting aerial targets and performing photo control
• Performing boundary surveys and boundary analysis
• Providing centerline surveys and centerline ties
• Preparing corner records
• Preparing Records of Survey
• Developing legal descriptions, easements and
plat maps
• Reviewing and/or Preparing Subdivision Maps,
Tentative and Final maps
• Reviewing/Interpreting Title Reports, deeds and
descriptions
• Performing construction surveying/staking
• Other survey-related tasks, as necessary
NV5 has developed very thorough procedures and
guidelines for completing requested work within the
agreed-upon budgets and schedule. Based on our
experience and the proposed scope of work, we present
the general workflow/approach to delivering professional services as follows:
When NV5 receives a request for work, we thoroughly
review and document the work to be performed with City
staff. We will immediately begin a dialogue to understand the specific requirements and usually visit the project site to get a better understanding of the specific requirements and unique challenges given the work environment.
NV5 staff will attend a kickoff meeting to review project elements, deadlines and deliverables. We will attempt to identify physical constraints and issues such as access, right-of-way, utilities and safety. From the start, we
establish direct lines of communication between NV5’s
project manager and the City project manager to answer
any questions and to verify deliverables and schedule.
For each assignment, the NV5 project manager, with
input from the client, will develop a detailed scope of work to meet the specific project criteria. The project manager will consider, plan and document the approach
and include items such as methodology, equipment,
software, completion date with milestones, budget, notekeeping, forms, digital mapping format, safety and security concerns, environmental issues, permits, right-of-entry, methods of access and travel and final product.
Before we perform the surveying, the requested work is put into writing in the form of a QQTR (Quality, Quantity, Time, and Resources) Work Request. The staff that is performing the work then has a chance to review the written request with the project manager. By doing so, staff can ask
questions, review the budget, discuss procedures and
understand the deadlines.
As work progresses, the performing staff must review their work and sign off in order to certify that they have reviewed the work and made any changes or additions.
When the survey fieldwork is handed in to the office, the team leader or project manager must review the work
before it is converted into mapping data or delivered to the client.
As information is converted into mapping, the mapping
staff has the opportunity to review the fieldwork. In turn, any mapping created in the office is reviewed by field
staff — both in the office and also as a field review. Legal descriptions and other data created in the office must be reviewed by another licensed professional.
Before delivery of all material, the team leader or project manager reviews the work to make sure that it has met or exceeded expectations.
The NV5 Project Manager will continually monitor task
completion against the planned execution schedule and
adjust the planned staff and cost to produce the work
efficiently. The NV5 Project Manager will also monitor
issues that could result in budgetary concerns and will communicate them to the City’s Project Manager on a
weekly basis for their review and resolution to avoid longterm impact.
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Innovations
NV5 has demonstrated through our as-needed contracts
that we are quick to respond with the correct team to solve any issue. Our highest priority is exceeding your needs and goals, so we will strive to constantly provide you with topnotch customer service. Below are some of the procedures and services NV5 utilizes to deliver projects on time and within budget.
SOFTWARE AVAILABILITY FOR BOTH SCHEDULE &
MANAGEMENT REPORTING
NV5 utilizes various tools for schedule and management
reporting. A Microsoft Project critical path schedule will initially be prepared and regularly updated with durations and milestones indicated for each major task. The project schedule will be updated prior to and distributed at all Project Development Team (PDT) meetings. This tool
provides an extremely effective communication method
by not only allowing the team to see major milestone
timing but to keep each team member informed as to
due dates for their responsibilities through the use of the critical path method (CPM). The CPM will be utilized and maintained throughout the project. We also provide line item project cost estimates in Microsoft Excel format,
including contingencies, escalation and allowances for
unquantifiable items. Monthly progress reports, meeting agendas and minutes are submitted utilizing MS Word. We also have the capability to provide all of these documents in PDF format, if that is the City’s preference.
MANAGEMENT OF COMPETING WORKLOADS/
PROJECTS
NV5’s scheduling software, Microsoft Project and
Primavera, will provide the Project Manager the flexibility to successfully manage task orders of any size. The key to successful project execution is to establish clearly defined tasks, milestones, and critical path elements
within the schedule. The initial step in achieving this is development of a work breakdown structure (WBS), its
activity list, sequences, and durations, and determination of the critical path. Once the Schedule is complete, it will be monitored and, when required, different compression
methods, such as fast-tracking or crashing schedule
techniques, will be used to bring project activities that are behind schedule into alignment. These methods can
also be used when multiple tasks are being executed
simultaneously and extra time is needed. The ability to draw on the depth of staff at NV5 will allow us to manage multiple task orders simultaneously without any adverse effect on budget and schedule. Our successful track record can be attested to by our references, whom we encourage the City to contact.
EQUIPMENT AND RESOURCES
NV5 is prepared to provide all of the services in the RFP, including technical review of maps, easements and
associated documents. The items below demonstrate the
depth of our resources and in-house services that we offer the City.
Field/Boundary/Network/
Topographic Surveys
NV5 has years of experience establishing property lines, right-of-way lines and network surveys. We possess
record information in our office from local agencies,
county surveyor maps, city and county tie sheets and
benchmarks, and Bureau of Land Management. NV5
has the experience to provide network surveys using
National Geodetic Surveys data and California State Plane Coordinates Zone 6 (Nad 83) and NAVD88. We will prepare and process Record of Survey maps or Corner Records as
necessary.
NV5 provides topographic surveys based on field data of existing sites, streets or structures and prepares a base map showing existing topography and prominent surface
features along with record information of existing utilities.
We will provide information to the City in digital or various other electronic or print formats.
Map Review/Mapping Services
NV5 will provide technical review of tentative maps,
preliminary parcel maps, final (tract) maps, parcel maps and all associated and supporting documents, including, but not limited to, closure calculations, title reports, ordinances, Subdivision Map Act, etc.
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Mountain House Page 855 of 1946 City of Mountain House | On-Call Surveying Services NV5 | 12 D. PROJECT APPROACH, EXPERIENCE, AND AREAS OF EXPERTISE In addition, NV5 has experienced staff available on short notice to prepare maps, plats, records of survey, and other exhibits from record or survey information and electronic GIS files using AutoCAD/Civil 3D.
GIS Mapping Services
Our GIS team is equipped with the most up-to-date
equipment and software that allows them to plan
and execute projects cost effectively. Field and office interaction is facilitated by the use of web mapping
applications and technology. Through the intelligent
electronic integration of these resources, we are able to consistently meet and exceed our clients’ needs.
Legal Descriptions, Plats and
Right-Of-Way Maps
NV5 will prepare legal descriptions, plats and right-of-way maps from record or survey information or as researched from deeds, recorded maps or as-built surveys. We will
provide the finished product to the City in the form of a hard copy, wet signed and sealed, along with digital or print copies of the product.
Monument Inspections
NV5 is prepared to provide single-member or multiplemember survey crews to perform monument inspections for final maps, parcel maps and other situations, and will submit a written report to the City stating all monuments were set per the map or what was not found.
Photogrammetric Surveys
NV5 has established an in-house, qualified aerial
photogrammetry group to offer topographic and orthophoto mapping services. Topographic maps can be created for
projects from any NV5 office. Using manned or unmanned
aircraft, NV5’s aerial group can execute any sized project.
The team has flown 1,000-acre projects for stereo
mapping for topographic surveys and 10,000-acre projects to produce LiDAR and orthomosaic data. NV5 uses the
latest in multi-rotor and fixed-wing unmanned aircraft in addition to using sensors such as the Riegl VUX1 LiDAR
Scanner, high-resolution RGB cameras, FLIR long wave
infrared (thermal) and multispectral sensors.
We utilize an unmanned aircraft with the proven reputation of safe and reliable operation, such as the Sensefly eBee and the DJI Matrice 600 Pro, with all aircraft maintained, utilized and stored properly. NV5’s wide reach across the nation promotes our company’s ability to be quick and
responsive to urgent or emergency operations. While
having the capabilities to respond efficiently, NV5’s aerial remote sensing services provide quick data procurement
and processing while maintaining accurate deliverables at an affordable price.
We offer a variety of mapping scales that range from
planning purposes all the way to design scale. We can
accommodate and customize your mapping and imagery
needs to that of your specific project. Having our own aerial group saves the client money and time to complete this task.
4. Quality Control/Assurance and
Schedule Adherence
NV5 is prepared to provide survey crews and office staff to produce as-built surveys and grading certifications for City projects. With the type of equipment we have for our fieldwork, we are able to provide a single-member survey crew to the field for these tasks to save the City money, when appropriate. NV5’s field and office staff’s peer review of survey data will be conducted as a quality check, when needed.
SCHEDULE AND COST CONTROL MEASURES
Through our extensive as-needed contracts experience,
NV5 places a premium on utilizing proven schedule
measures and tools to maintain project momentum and
successfully complete projects within schedule. Some of these tools include:
• Regularly Updating the Schedule
• Holding Weekly Resource Allocation Meetings
• Action Items Listing
• Monthly Progress Meetings. NV5 will consistently
prepare documents before each meeting, conduct
meetings, and follow up with action item lists,
progress reports, and other documentation.
• Budget Tracking and Reporting
• Progress Reporting. As part of the total
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Mountain House Page 856 of 1946 City of Mountain House | On-Call Surveying Services NV5 | 13 D. PROJECT APPROACH, EXPERIENCE, AND AREAS OF EXPERTISE communication process we will prepare, update and
distribute monthly status reports and email updates.
5. Accounting and Billing
Procedures
NV5 employs Vantagepoint, a sophisticated project
accounting and financial management system used
to manage clients, projects, budgets, and invoicing.
The system tracks all costs associated with a project,
including staff hours, direct expenses, subconsultant
costs, and incidentals.
For each Task Order issued by the City, NV5 will
establish a separate project number and budget based
on the agreed-upon scope, schedule, and fee. Upon
authorization, the project manager and accounting staff will establish the project within the accounting system, including billing rates, subconsultant information,
contract values, and other relevant project information.
Throughout the duration of each assignment, the Project Manager will review and approve staff timesheets and
project charges on a regular basis to ensure accuracy,
compliance, and adherence to budget requirements.
NV5 will provide monthly invoices detailing labor hours, classifications, direct expenses, and task progress for each Task Order.
In addition, NV5 maintains internal budget tracking
spreadsheets and project reporting tools to monitor project performance and expenditures. Should amendments
or changes to a Task Order become necessary, NV5
will coordinate with City staff to ensure contract values, budgets, and invoicing remain accurate, timely, and within authorized limits.
WHY NV5?
Providing Reliable &
Responsive Professional
Survey Services
Using Local Knowledge
from Previous Local Agency
Partnerships and Experience
Meeting the
City’s Needs
MOBILIZE QUICKLY
TO PROVIDE SERVICES
CLEAR COMMUNICATION
ONE POINT OF CONTACT
EQUIPPED
WITH RESOURCES
QUICK RESPONSES TO
ISSUES AND CONCERNS
UNDERSTANDING THE NATURE OF ON-CALL CONTRACTS AND THEIR CHALLENGES ALLOWS US TO MEET THE CITY’S NEEDS AND ACHIEVE ITS GOALS
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Mountain House Page 857 of 1946 City of Mountain House | On-Call Surveying Services NV5 | 14
TOWN OF
WOODSIDE
Yazdan Emrani, P.E
Director of Public Works/
Town Engineer
2955 Woodside Road
Woodside, CA 94062
650.851.6790
yemrani@woodsideca
Relevant Project:
On-Call Surveying Services
Location: Town of Woodside
Size: N/A (As-Needed)
Dates: 2014-Current
Key Personnel: Amy Storey (PM),
Rafael Gutierrez (CADD), David
Schilke (Survey), Kendra Duncan
(Admin), Erica Toste (Permit
Technician)
CITY OF
SANTA CLARA
Brian Lee
Principal Engineer
1500 Warburton Avenue
Santa Clara, CA 95050
408.615.3040
[email protected]
Relevant Project:
Surveying Services
Location: City of Santa Clara
Size: N/A (As-Needed)
Dates: 2019-Current
Key Personnel: Jay Fahrion (Acting
City Surveyor), Lillian Capell (Survey),
Doug Boyle (Survey)
TOWN OF
PORTOLA VALLEY
Howard Young
former Public Works Director,
(Currently PWD for the
City of Newark)
765 Portola Road
Portola Valley, CA 94028
510.578.4286
[email protected]
RELEVANT PROJECT:
Surveying Services
Location: Town of Portola Valley
Size: N/A (As-Needed)
Dates: 2013-Current
Key Personnel: Jenny Van Truong
(PM), Jay Fahrion (Survey), Doug
Boyle (Survey)
6. References
Provided below are references of clients for whom surveying services have been performed in the last 5 years that are comparable in quality and scope to that specified in this RFP.
D. PROJECT APPROACH, EXPERIENCE, AND AREAS OF EXPERTISE
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7. Legal/Litigation Disclosure
NV5 has been established for many decades. The industry in which we provide professional services yields claims that arise from time to time. Claims that arise consist predominantly of general allegations related to professional errors of omissions for work performed under a contract or project. NV5 maintains adequate insurance coverage to protect against such claims. Over the last five years, NV5 has approximately 7 legal actions, most of which have been settled and closed.
The nature of these claims relate to either professional negligence or performance under a contract. We believe there are no claims or lawsuits either threatened or pending that would impair its ability to perform on this request for proposal.
Indeed, there is no currently active or pending claim against NV5 at this time.
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Project Experience
On-Call Land Surveying Support Services
CALTRANS DISTRICT 8 | SAN BERNARDINO, CA
Land Survey Assistant. Mr. Stevenson served as a Land Survey Assistant for an on-call land surveying services contract with Caltrans District 8. Projects under this contract were of varying scope and size and included roadway rehabilitation, widening and/or realignment of existing facilities, and relocation of existing facilities. His scope of work included control surveys, topographic design surveys, terrestrial and mobile LiDAR surveys, and land net surveys, in accordance with the Caltrans Surveys Manual, the Caltrans Survey Asset Collection System and other Caltrans technical guidelines.
Old La Honda Road Drainage Improvements
TOWN OF WOODSIDE | WOODSIDE, CA
Survey Manager. Mr. Stevenson was part of the NV5 team that provided engineering analyses and drainage improvement recommendations, and plans, specifications, and cost estimates for implementing improvements along parts of Old La Honda Road.
The project involves narrow, winding portions of the road on a wooded hillside, and the drainage in the area was overwhelmed by heavy rain events in late 2022, causing flooding. NV5 performed a topographic survey to locate existing survey monuments and determine right-of-way, and a field survey of existing features. In coordination with subconsultant AeroTech, aerial flight and topographic mapping was conducted in the project area, and a base map was prepared showing the ROW and a topographic survey. Survey data collected was used for a hydrology and hydraulics analysis of the area to determine the best course for drainage improvements and to prepare design plans.
Water Treatment Clarifier Expansion and Y Pipeline
ELK CREEK COMMUNITY SERVICES DISTRICT | ELK CREEK, CA
Survey Manager. Mr. Stevenson was part of the NV5 team that prepared conceptual layouts to install a water treatment clarifier upstream of Elk Creek Community Service District (ECCSD)’s existing water treatment facility. NV5 conducted land surveying at the site to assist the design effort. This involved conducting a topographic survey and record boundary at the Elk River near the Stony Gorge Reservoir Dam. Our UAV team used an unmanned aerial vehicle to collect aerial imagery and photogrammetric data to provide more precise property line and right-of-way information than was originally available.
ROB STEVENSON, PLS
Project Manager/Professional Land Surveyor
Mr. Stevenson has over 18 years of experience in several different areas of the professional geospatial industry. His experience includes land surveying (construction, boundary, topographic, ROW and easements), mapping, LiDAR, aerial imagery, data management, and data mining. His independent analysis, creation and implementation of corporate standards of practice has led to successfully meeting corporate goals for both production and financial performance. Mr. Stevenson is a multi-discipline leader who can communicate between various departments, consultant teams, and agencies to meet clients’ needs. His skills include, but are not limited to: construction stakeout; ROW control surveys and mapping; ALTA surveys; Mean High Water Line surveys; large-scale boundary surveys; topographic surveys; ortho-photography projects; UAV mapping; LiDAR mapping; terrestrial and mobile scanning; bathymetric surveys; parcel maps; and Tentative/Final Maps.
CONTACT INFO
[email protected]
EXPERIENCE
20 years
1 year with NV5
EDUCATION
B.S. Land Surveying and
Geomatics Engineering
Technology
LICENSES/CERTIFICATES
Professional Land Surveyor
(CA) No. 9833
FAA Part 107 Certificate
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RYAN DERUM, PLS
QA/QC Manager/Professional Land Surveyor
Mr. Derum has more than 13 years in the land surveying profession. His key skills include boundary surveys, mapping and cartography, and GPS/robotic field surveying.
He has served in roles supervising field crews and prioritizes maintaining a safe and efficient working environment for these crews. Mr. Derum is known for his strong communication skills and for being a positive representative of the company.
CONTACT INFO
[email protected]
EXPERIENCE
13 years
3 years with NV5
EDUCATION
Coursework in AS/Land
Survey Technology
LICENSES/CERTIFICATES
Professional Land Surveyor
(CA) No. 9967
AWARDS + HONORS
Passed California Land
Surveyors Exam
Project Experience
Woodside Road Bicycle & Pedestrian Improvement Project
TOWN OF WOODSIDE | WOODSIDE, CA
Senior Surveyor. Mr. Derum is providing surveying services as part of the team that is providing engineering design services for the project. This project, which includes an approximately 2.4-mile segment, is to provide a safe route for bicyclists and pedestrians near Woodside High School and Woodside Elementary School.
Improvements include the installation of Class 2 bike lanes, protective bollards, pedestrian path, improvements to the existing crosswalks (if required), new crosswalk at the corner of Woodside Road and Mountain Home Road, bicycle and pedestrian signage and striping, drainage improvements (if required), and coordination with Caltrans. Services include project meetings and coordination; obtaining and reviewing data; utility coordination; right-of-way and topographic surveys; preparation of preliminary and final plans, specifications and cost estimates; and bidding and construction support.
PG&E On-Call Survey Master Services Agreement
PG&E | NORTHERN CALIFORNIA
Senior Surveyor. NV5 has provided professional surveying and engineering services to Pacific Gas & Electric (PG&E) under an active Master Services Agreement since 2014. Services include boundary and right-of-way corridor surveys; topographic and utility surveys; ADA ramp surveys and engineering design; legal descriptions, plats, and survey reports, LiDAR and orthometric imagery mapping; mobile mapping and aerial surveys (UAV and fixed-wing); utility mark and locate services; construction staking and pre-construction corner records; electric distribution hardening and wildfire mitigation support.
Land Surveying Services, Geospatial Division
NV5, INC. | CALIFORNIA
Senior Surveyor. In his role at NV5, Mr. Derum’s work includes boundary resolution, field support and data analysis.
Land Surveying Services
FREMONT-WRIGHT/ALBION SURVEYS | CALIFORNIA
Party Chief/Survey Technician. In this role, Mr. Derum’s duties included survey mapping and conducting field surveys.
Land Surveying Services
CONSER LAND SURVEYING | LAKEPORT, CA
Project Manager/Party Chief. In this role, Mr. Derum was responsible for managing survey and mapping projects from field to finish.
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Project Experience
On-Call Land Surveying and Mapping Services
PG&E | WALNUT CREEK, CA
Director. Ms. Capell has served as the Project Manager for the PG&E On-Call Land Surveying Contract since 2018. NV5 provides project management, technical support and field and office assistance for boundary and topographic surveys, utility easement and construction staking, pre-construction corner records, electric distribution hardening projects, right-of-way mapping, electrical vehicle charging easements. She provided project management and coordination of meetings with the agency and PG&E for ADA compliance ramp surveys.
On-Call Contract Support
PACIFIC GAS & ELECTRIC | VARIOUS LOCATIONS, NORTHERN CALIFORNIA Ms. Capell provided project management, technical support and field and office assistance for boundary and topographic surveys, utility easement and construction staking, pre-construction corner records, electric distribution hardening projects, right-of-way mapping, and electrical vehicle charging easements. She provided project management and coordination of meetings with the agency and PG&E for ADA compliance ramp surveys.
National Resource Conservation Service
U.S. DEPARTMENT OF AGRICULTURE | WETLANDS RESERVE EASEMENT, CA Survey Party Chief. NV5 is setting monuments and signs along the boundary of the newly defined reserve easement at eight sites, delineating the ingress and egress to and from the easement area, and creating a record of survey memorializing the easement and the set monuments. Once the preliminary review of the survey data is completed by the NRCS Contracting Officer, all final documentation, including a comprehensive report containing a narrative description of the methods used to locate points and theory of location applied in formulating the opinions as to the probable locations of the boundaries and corners, is submitted. The survey instructions included with the task order dictated that all work had to be in conformance with the accuracies, standards, and guidelines of the current Bureau of Land Management (BLM) Manual of Surveying Instructions.
Land Technician-Distribution (Staff Augmentation)
PACIFIC GAS & ELECTRIC | VARIOUS LOCATIONS, NORTHERN CALIFORNIA Ms. Capell reviewed PG&E gas and electric distribution projects and researched existing land rights, acquired new land rights, used PG&E document writers handbook and Land Rights Manual to draft easements, used Microstation and PG&E drafting standards, vegetation management, drafted, managed, and closed Caltrans ROW permits, attended weekly PG&E safety meetings, worked with Land Acquisition, and performed fieldwork with PG&E staff and trained on PG&E codes and linework. PG&E systems used: D2, SAP, GEMS, PG&E Gas and Electric Distribution GIS.
LILLIAN (LILLY) CAPELL, PLS
Professional Land Surveyor
Ms. Capell has 10 years of experience in surveying, performing topographic and boundary surveys using robotic total station and GNSS, establishing ground control for UAV photogrammetric surveys, verifying field calculations, and performing final checks of parcel plats, and conducting spatial queries and analysis with ArcGIS.
CONTACT INFO
[email protected]
EXPERIENCE
10 years
10 years with NV5
EDUCATION
B.S. Geometrics,
Survey Emphasis
LICENSES/CERTIFICATES
Professional Land Surveyor
(CA) No. 10048
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Project Experience
As-Needed Survey Support
COUNTY OF MERCED | MERCED COUNTY, CA
Project Manager. NV5 provided Land Survey support on an as-needed basis for the County of Merced. Services included processing of parcel maps, subdivision maps and record of survey maps for filing with County Recorder required by the Subdivision Map Act, Land Surveyor’s Act and local ordinances; processing of various projects relative to special districts, city annexations, road abandonment, and other entities; processing of legal documents and necessary deeds relative to various projects; providing consultation and guidance to County staff and private engineers/land surveyors relative to subdivisions, surveys, property line adjustments and mergers; maintaining an index by geographic location of all recorded and unrecorded maps, Corner Records and deeds for County properties road rights-of-way and easements.
PG&E Paradise Overhead to Underground Electric Rebuild
PG&E | PARADISE, CA
Survey Manager. Mr. Paulson managed over 13 miles of base mapping for PG&E’s Electric Rebuild program for the overhead to underground power distribution. This includes control surveys, boundary and ROW surveys, topographic surveys, utility surveys, preparation of plats and legal descriptions.
PG&E Wildfire Mitigation Program
PG&E | PARADISE, CA
Survey Manager. Since the kickoff of PG&E’s wildfire mitigation program, Mr. Paulson has managed over 90 miles of base mapping. These sites were flown with a fixedwing aircraft equipped with LiDAR sensors and image sensors and the topographic information was processed using feature extraction. These projects include extensive research, boundary resolution and preparation of plats and legal descriptions.
JOEL PAULSON, PLS, GISP
Professional Land Surveyor
Mr. Paulson is a Licensed Land Surveyor who has been working in the field of surveying and mapping for over 40 years. He has worked with Geographic Information Systems (GIS) since 1991 and has a certificate in GIS from the University of California Riverside Extension program. His educational background is in archaeology, specifically Egyptology, and he continues to work on multiple expeditions in Egypt, applying his mapping and GIS knowledge to those projects. He has been working with close-range photogrammetry since the late ’90s and with laser scanning (LiDAR) since 2008. Mr. Paulson is now applying his extensive knowledge of these technologies to providing mapping services through the use of Unmanned Aerial Vehicles (UAV) and has implemented an Unmanned Aerial System (UAS)-based LiDAR data acquisition program for power line and topographic mapping.
CONTACT INFO
[email protected]
EXPERIENCE
43 years
17 years with NV5
EDUCATION
M.A. Near Eastern
Studies/Egyptology
B.A. Near Eastern Studies/
Egyptology
LICENSES/CERTIFICATES
Professional Land Surveyor
(CA) No. 6637
GIS Professional (GISP)
No. 90366
AFFILIATIONS
Urban and Regional
Information Systems
Association (URISA)
California Land Surveyors
Association (CLSA)
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Project Experience
Transportation Surveyor
CALTRANS | SACRAMENTO, CA
Transportation Surveyor. Mr. Hussaini contributed significantly to the Caltrans Land Surveys and Right-of-Way Division’s Office of Data Management. He played a pivotal role in resolving complex boundary issues and disputes, working collaboratively with legal teams to ensure accuracy and compliance. His efforts supported the successful management of survey data, fostering smoother operations and facilitating informed decision-making across multiple projects.
Land Surveyor Party Chief
GREENWOOD & MOORE, INC. | CA
Land Surveyor Party Chief. As a party chief in the field, Mr. Hussaini led crews to gather accurate survey data. In the office, he processed data, resolved boundary issues, and prepared maps and reports. He handled all parts of survey projects, from start to finish, ensuring accurate and reliable results.
Land Surveyor Party Chief
KPFF CONSULTING ENGINEERS | CA
Land Surveyor Party Chief. Mr. Hussaini conducted high-accuracy surveys for large projects, including high-rise buildings and precise placement of pre-constructed building components. He also used laser scanning for detailed interior and exterior building surveys.
Survey Technical Chief
TL ENGINEERING SERVICES | KABUL, AFGHANISTAN
Survey Technical Chief. In Afghanistan, Mr. Hussaini worked on diverse projects, including roads, small dams, military camps, and training areas. This unique experience involved managing large teams under high-pressure conditions, training unskilled crews, and coordinating between organizations like the U.S. Army Corps of Engineers, the Afghan government, and private companies.
SAYED HUSSAINI, PLS
Professional Land Surveyor
Mr. Hussaini has more than 14 years of experience in topography, boundary resolution, ALTA surveys, site grading, and road geometry design. Mr. Hussaini specializes in managing large, high-accuracy projects. He is proficient in ArcGIS for geospatial data management and Civil 3D for creating detailed maps, site plans, and subdivision layouts. He is skilled in using advanced surveying equipment, including Total Stations, GPS, Digital Levels, and Laser Scanners, and he ensures precision in all aspects of his work. Additionally, he has extensive experience researching recorded documents, including maps and land titles, to verify property boundaries. He is also adept at preparing and maintaining sketches, maps, reports, and legal descriptions, ensuring the accuracy and integrity of survey work.
CONTACT INFO
[email protected]
EXPERIENCE
14 years
2 years with NV5
EDUCATION
M.S. GIS
B.S. Geodesy/Survey
Engineering
LICENSES/CERTIFICATES
Professional Land Surveyor
(CA) No. 9669
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Project Experience
On-Call Surveying Services
CITY OF SANTA CLARA | SANTA CLARA, CA
Acting City Surveyor. Mr. Fahrion served as the Acting City Surveyor for the City of Santa Clara under contract with NV5. Mr. Fahrion’s responsibilities included review of all Tract Maps, Parcel Maps, Lot Line Adjustments, Lot Mergers, Record of Surveys and Certificate of Corrections prepared in the City. Other duties included preparing legal descriptions and plats for City projects and signing and sealing all documents and maps that are required in the duties of the City Surveyor.
On-Call Plan Checking
TOWN OF PORTOLA VALLEY | PORTOLA VALLEY, CA
Acting Town Surveyor. Mr. Fahrion is the Acting Town Surveyor for the Town of Portola Valley under contract with NV5. Mr. Fahrion’s responsibilities include review of all Tract Maps, Parcel Maps, Lot Line Adjustments, Lot Mergers, Record of Surveys and Certificate of Corrections prepared in the Town. Other duties include preparing legal descriptions and plats for town projects and signing and sealing all documents and maps that are required in the duties of the Town Surveyor.
On-Call Public Works Inspection and Plan Check Services CITY OF BEAUMONT | BEAUMONT, CA
Acting City Surveyor. Mr. Fahrion’s responsibilities include review of all Tract Maps, Parcel Maps, Lot Line Adjustments and Certificate of Corrections prepared in the City.
He must also sign and seal all documents and maps that are required in the duties of the City Surveyor.
Acting City Surveyor Services
CITY OF DESERT HOT SPRINGS | DESERT HOT SPRINGS, CA
Acting City Surveyor. Mr. Fahrion’s responsibilities include review of all Tract Maps, Parcel Maps, Lot Line Adjustments and Certificate of Corrections prepared in the City.
He must also sign and seal all documents and maps that are required in the duties of the City Surveyor.
On-Call Construction Surveying Services
CITY OF LA QUINTA | LA QUINTA, CA
Survey Manager. Mr. Fahrion was responsible for this on-call contract to provide construction survey services on various projects throughout the City. All projects were delivered on schedule and within budget. Representative projects include: Topographic Survey of the La Quinta Library; Topographic Survey of the Art Park of the Desert at Avenida Montezuma; Construction Staking services for Fritz Burns Park; Lot Line Adjustment for the General Telephone site; Construction Staking Services for the pickleball courts at Fritz Burn Park; UAV services for SilverRock Golf Course; and Legal Description and Plat for All American Canal through Silver Rock Development.
JAY FAHRION, PLS
Professional Land Surveyor
Mr. Fahrion has over 43 years of surveying and mapping experience. His experience includes boundary surveys, ALTA surveys, topographic surveys, construction staking, preparing and processing record of surveys, corner records and parcel maps. His duties also include daily assignment of field and office work, managing field and office personnel, proposal preparation and client development.
CONTACT INFO
[email protected]
EXPERIENCE
43 years
35 years with NV5
LICENSES/CERTIFICATES
Professional Land Surveyor
(CA) No. 8207
AQMD PM-10 Certificate
American Congress on
Surveying and Mapping
course on various
surveying specialties
completed
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DOUG BOYLE, PLS
Professional Land Surveyor
Mr. Boyle has 39 years of experience in almost all facets of the land surveying profession. He has in-depth experience in office operations supporting mapping and field survey functions, including work for final maps, records of survey and other landrelated exhibits/records such as lot line adjustments, ALTA land surveys and legal descriptions, inclusive of submittal, processing and agency approval and recordation.
Mr. Boyle has experience in mapping and field support utilizing AutoCAD-based CADD programming, as well as various other survey support programs and utilities for total station and GPS operations.
CONTACT INFO
[email protected]
EXPERIENCE
39 years
11 years with NV5
EDUCATION
A.A. Drafting Technology
LICENSES/CERTIFICATES
Professional Land Surveyor
(CA) No. 8340
AFFILIATIONS
California Land Surveyors
Association (CSLA), San
Diego Chapter, President
Project Experience
On-Call Plan Checking
CITY OF SANTA CLARA | SANTA CLARA, CA
Senior Surveyor. Working at the direction of the City Surveyor, Mr. Boyle’s responsibilities included reviewing all Tract Maps, Parcel Maps, Record of Surveys, Lotline Adjustments, Parcel Mergers and review of Legal Descriptions and Plats. He prepared reports for the City Surveyor to review.
On-Call Surveying & Mapping Services
CITY OF INDIO | INDIO, CA
Senior Surveyor. Mr. Boyle was responsible for this on-call contract to provide construction survey services on various projects throughout the City. All projects were delivered on schedule and within budget.
Topographic Survey of Facilities
CITY OF COACHELLA, SANITATION DIVISION | COACHELLA, CA
Survey Manager. Mr. Boyle was responsible for detailed topographic survey of all facilities at the existing sewer treatment plant for engineering design and additions.
Effort included aerial mapping, boundary assessment and extensive detail of treatment plant facilities and surrounding site.
District-Wide Vertical Analysis of Facilities
VALLEY SANITATION DISTRICT | INDIO, CA
Survey Manager. Mr. Boyle was responsible for the district-wide vertical analysis of facilities and facility planning. Utilizing GPS to acquire vertical elevations at key points along the district boundaries for expansion study. Provide reports for elevation and locations as well as survey procedure for results.
On-Call Construction Surveying Services
CITY OF LA QUINTA | LA QUINTA, CA
Senior Surveyor. Mr. Boyle was responsible for this on-call contract to providing construction survey services on various projects throughout the City. Representative projects include:
• Street Cross sections on Monroe Street at Mountain View Lane • Topographic Survey of the La Quinta Library
• Construction Staking Services for the West Parking Lot of La Quinta Library • Topographic Survey of the Art Park of the Desert at Avenida Montezuma • Construction Staking services for Fritz Burns Park
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Project Experience
Desert Knoll
29 BUILD | TWENTYNINE PALMS, CA
Surveyor. NV5 is providing surveying services, entitlement services, planning, and final engineering for a 177-lot residential subdivision in Twentynine Palms. Included with those services were various preliminary engineering documents, including preliminary grading, drainage and utility layouts. The final engineering services included street and storm drain plans, sewer/water improvement plans, and grading plans for each lot.
Bridges Over Water Project
CITY OF DESERT HOT SPRINGS | DESERT HOT SPRINGS, CA
Surveyor. NV5 is providing surveying and civil engineering services to the City for its Bridges Over Water Project. The project is aimed at improving flood safety, storm resilience, and year-round roadway access across Indian Canyon Drive and Mission Lakes Boulevard. Services include meetings and coordination; preliminary design and alternative analysis; topographic survey; geotechnical analysis and report for the proposed construction of two bridges over the Morongo Wash and Mission Creek; hydrology and hydraulic modeling; environmental services support; preliminary and final plans, specifications and estimates; and bid and construction support County Surveyor
COUNTY OF IMPERIAL | IMPERIAL COUNTY, CA
County Surveyor. As County Surveyor for the County of Imperial, Mr. Reilly examined hundreds of maps, corner records, legal descriptions, etc., prepared by private surveyors. During this time, he oversaw all monument preservation efforts for the County and reviewed all building permit applications to protect against public harm.
He coordinated with multiple county offices, including County Counsel, Planning and Development Services, County Assessor and Public Works. His experience from “both sides of the counter” gives him an awareness of typical concerns that public agencies frequently have. Combined with a firm grasp of available remedies, his insight is especially useful during early stages of land development projects. By proactively addressing foreseeable obstacles, unnecessary delays are often avoided during application processing, streamlining the review process during what is often the most time-sensitive period for many projects.
TIMOTHY REILLY, PLS
Professional Land Surveyor
Mr. Reilly has more than 23 years of experience in providing land surveying services.
He possesses a thorough understanding of the principles of real property relating to boundaries and conveyancing, and he is thoroughly familiar with the Professional Land Surveyors’ Act and the nuances of the Subdivision Map Act. Mr. Reilly is fully experienced in the preparation, examination, and processing of maps and land development projects, and he relies on experience and good judgment to plan, organize, direct, and oversee land surveying projects. He adheres to well-settled guidelines and the standard of care governing the conduct of land surveyors and is committed to the mentoring of others.
CONTACT INFO
[email protected]
EXPERIENCE
23 years
1 year with NV5
EDUCATION
Survey-related courses at
Cuyamaca College
Certified Federal Surveyor
Training Program
CFedS Continuing Education
Courses Completed:
Monumentation and the
Corner Record; Specifications
for Descriptions of Land;
2009 Manual of Instructions;
Special Boundary Problems;
Non-Rectangular Surveys;
Accretions in the PLSS;
Avulsions in the PLSS;
Relictions in the PLSS
Land Boundary Master Class
Seminars by ACSM, CLSA,
NSPS, surveying authors and
experts
LICENSES/CERTIFICATES
Professional Land Surveyor
(CA) No. 8759; U.S.
Department of the Interior,
Certified Federal Surveyor
No. 1546 (currently lapsed)
AFFILIATIONS
California Land Surveyors
Association, Member of
the Legislative Committee
since 2024; CLSA Desert
Chapter, Eastern Riverside
County and Imperial County:
President in 2016, 2017
& 2022, Member of the
JPPC since 2018, State
Director since 2020; Western
Federation of Professional
Surveyors; National Society
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Project Experience
Santa Barbara Airport Fixed-Base Operator Redevelopment CITY OF SANTA BARBARA | SANTA BARBARA, CA
Survey Manager. Mr. Braley was responsible for providing surveying services for the Santa Barbara Airport Fixed-Base Operator Redevelopment project. NV5 provided a boundary constraints map and aerial topography of the easterly 40 acres of the site.
This work was to facilitate design of four future lease parcels. NV5 resolved the overall boundary of the entire site and plotted all easements as shown on the Preliminary Title Report. NV5 then designed four lease parcel sites per the direction of the client.
This project was completed on time and within budget and is expected to also include additional future survey tasks, i.e. create plats and legal descriptions for each of the proposed lease parcels.
Garden Grove City Hall Alta Survey
CITY OF GARDEN GROVE | GARDEN GROVE, CA
Survey Manager. Mr. Braley was responsible for providing surveying services for the project, which included a 24-acre ALTA survey of the Garden Grove City Hall complex, showing all resolved boundaries, easements, abandonments, and encumbrances of the property consisting of 14 old parcels. NV5 created a hybrid product consisting of aerial survey of the interior of the parcels and a more accurate ground survey to show any encroachments within 5 feet of perimeter property lines.
Design-Build Water Line Crossing Alternatives for Metrolink/SCRRA Upgrades
CITY OF EL MONTE | EL MONTE, CA
Survey Manager. Mr. Braley provided surveying services as part of the team providing emergency engineering design services for the Water Line Crossings at Johnson Avenue and the Railroad, as well as the other side of Ramona Boulevard. Due to an additional railroad track proposed by SCRRA to meet the needs of the upcoming Olympics, the City must encase two 8-inch potable water lines that run north from Johnson Avenue underneath the existing railroad tracks to the alley beyond, and a second one that runs west of Ramona Boulevard underneath the railroad tracks.
Picacho Road Bridge Over Yuma Main Canal
COUNTY OF IMPERIAL | IMPERIAL COUNTY, CA
Survey Manager. Mr. Braley is providing surveying services as part of a team that is providing engineering design, environmental, traffic planning and engineering services, and geotechnical services for a new bridge over the Yuma Main Canal. NV5 provided the topographic survey and right-of-way control for this project.
J BRALEY, PLS
Professional Land Surveyor
Mr. Braley has more than 45 years of experience as a Land Surveyor in California, Oregon, Washington, Nevada, and Virginia for public works agencies, institutional agencies, and private land developers. He has a strong background in right-of-way mapping, boundary and title-related issues as well as topographic surveys, horizontal and vertical control, final monument and construction staking. Mr. Braley was the survey project manager on several large projects, including the mapping for over 100 sections, resolving the boundaries on over 1,800 parcels within those sections, and resolved boundaries for 30 miles of the Los Angeles Aqueduct.
CONTACT INFO
[email protected]
EXPERIENCE
45 years
5 years with NV5
EDUCATION
General Education courses
Land Survey courses
Land Surveying
Fundamentals
AutoCAD Level 1 & Level 2
Global Positioning Survey
course
GIS course
LICENSES/CERTIFICATES
Professional Land Surveyor
(CA) No. 8446
Professional Land Surveyor
(NV) No. 19903
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Project Experience
As-Needed Surveying Contract
CITY OF SAN DIEGO, CA | SAN DIEGO, CA
Project Manager. Office activities included performing necessary record research, plot mapping boundaries and preparing project calculations for our field surveyors; and performing quality checks on deliverables. Field activities included performing field survey as a party chief and/or chainman utilizing GPS and total station equipment to perform boundary, topographic, and construction staking surveys.
As-Needed Surveying Contract
COUNTY OF SAN DIEGO WATER AUTHORITY, CA | COUNTY OF SAN DIEGO, CA Project Manager. Office activities included performing necessary record research, plot mapping boundaries and preparing project calculations for our field surveyors; and performing quality checks on deliverables. Field activities included performing field survey as a party chief and/or chainman utilizing GPS and total station equipment to perform boundary, topographic, and construction staking surveys.
As-Needed Surveying Contract
CALIFORNIA DEPARTMENT OF PARKS AND RECREATION, CA
Project Manager. Office activities included performing necessary record research, plot mapping boundaries and preparing project calculations for our field surveyors; and performing quality checks on deliverables. Field activities included performing field survey as a party chief and/or chainman utilizing GPS and total station equipment to perform boundary, topographic, and construction staking surveys.
PSEP L-404 / L-4000 / L-1005
SAN DIEGO, CA
Associate Land Surveyor. Mr. Endozo was responsible for record research, record maps and easement legal descriptions. Mapping said maps into Civil 3D using points process from field data, via Trimble Business Center. Project mapping and research were within the counties of Santa Barbara, San Diego, and San Bernardino.
Project Manager
O’DAY CONSULTANTS | CARLSBAD, CA
Project Manager. Mr. Endozo was responsible for the following As-Needed Survey contract(s), including: the City of San Diego, County of San Diego Water Authority, and the California Department for Parks and Recreation. He prepared proposals for various survey projects throughout Southern California. Mr. Endozo prepared FEMA Certifications for various mobile home parks throughout Oceanside. He managed engineers and surveyors to complete projects on time and within budget. He resolved monthly billing reports to prepare project invoices. He coordinated with clients and agencies to schedule access for field survey and/or site visits.
CHRISTOPHER ENDOZO, PE, PLS
Support Staff
Mr. Endozo is an experienced licensed engineer and professional land surveyor with nearly a decade of experience in the industry.
CONTACT INFO
christopher.endozo
@nv5.com
EXPERIENCE
9 years
4 years with NV5
EDUCATION
M.S. Environmental
Engineering
B.S. Civil Engineering
LICENSES/CERTIFICATES
Civil Engineer (CA)
No. 88899
Land Surveyor (CA)
No. 9618
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Mountain House Page 869 of 1946 City of Mountain House | On-Call Surveying Services NV5 | 26 E. RESUMES FOR KEY STAFF
JULIHANNA MANDEVILLE, EIT
Support Staff
Ms. Mandeville is an Engineer-in-Training with nine years of experience in Land Development and Land Surveying.
CONTACT INFO
julihanna.mandeville@nv5.
com
EXPERIENCE
9 years
4 years with NV5
EDUCATION
B.S. Civil Engineering
Engineer-in-Training (CA)
No. 160808
Work Experience
Rancho San Diego/Jamul Pipeline Relocation
OTAY WATER DISTRICT | JAMUL, EL CAJON, SPRING VALLEY, CA Associate Surveyor. NV5 is providing preliminary, final design services, and construction support services for the replacement of existing potable water distribution mains along Proctor Valley Road, Coronado Avenue and Vista Grande Road (CIP Projects P2058, P2171, P2615 and P2608). The project also includes preparation of a preliminary design report to replace an existing 18-inch pipeline that supplies the 832- 1 Pump Station along a new alignment and evaluation of the hydraulics to connect to a different pressure zone.
Pipeline replacement along Proctor Valley Road includes two segments totaling approximately 3,700 feet of pipeline. The existing 12-inch concrete cylinder pipe (1296 Pressure Zone) was installed in 1962 and has experienced several breaks and leaks. It will be replaced with a new 20-inch pipeline as identified by the 2015 Water Facilities Master Plan to replace the aging pipeline and to provide additional transmission capacity from the 980 zone to the 1296 zone, along with other future pipeline projects for the Otay Village 14 development on Proctor Valley Road.
Approximately 2,800 feet of existing 12-inch and 14-inch concrete cylinder pipeline will be replaced along Vista Grande Road in Rancho San Diego near the 803-4 Reservoir/978-1 Pump Station site. These pipeline segments, one located in the 803 pressure zone and the other located in the 978 pressure zone, will be replaced with new 12-inch pipeline.
Pipeline replacement on Coronado Avenue includes approximately 1,300 feet of 6-inch asbestos cement pipeline, installed in 1966, which has low pressure and is undersized for the required fire flow. The replacement pipeline, a new upsized 8-inch pipeline, will be converted from the lower 657 pressure zone to the higher 850 pressure zone.
Additional NV5 services include surveying and mapping, hydraulic modeling, preparation of plats and legals, and potholing of existing utilities.
Woodside Road Bicycle & Pedestrian Improvement Project
TOWN OF WOODSIDE | WOODSIDE, CA
Associate Surveyor. Ms. Mandeville is providing surveying services as part of the team providing engineering design services for the Woodside Road Bicycle & Pedestrian Improvement Project. This project, which includes an approximately 2.4-mile segment, is to provide a safe route for bicyclists and pedestrians near Woodside High School and Woodside Elementary School. Improvements include the installation of Class 2 bike lanes, protective bollards, pedestrian path, improvements to the existing crosswalks (if required), new crosswalk at the corner of Woodside Road and Mountain Home Road, bicycle and pedestrian signage and striping, drainage improvements (if required), and coordination with Caltrans. Services include project meetings and coordination; obtaining and reviewing data; utility coordination; right-of-way and topographic surveys; preparation of preliminary and final plans, specifications and cost estimates; and bidding and construction support.
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CONTACT INFO
[email protected]
EXPERIENCE
15 years
9 years with NV5
EDUCATION
Associated Builders &
Contractors Inc. Electrical
Apprenticeship (2004)
A.S., Science & Arts
LICENSES/CERTIFICATES
APSS, COP, MSC, MSSOptics Equipment
Certifications (Department
of Homeland Security)
KURT KATHOL
UAS Services
Mr. Kathol has been working with UAV data acquisition methods for 15 years throughout the United States. His work includes extensive experience implementing usable High Precision Airborne GPS data for traditional stereo collection and point cloud creation. On a day-to-day basis, Mr. Kathol also manages video, RGB, thermal, Multispectral imagery and Airborne LiDAR data acquisition for a variety of applications.
As a constant, he is involved in innovative research and development and integrates and implements these findings to create high-value UAV services. Mr. Kathol is the cofounder of Skyscene LLC and managed and provided UAV services for Skyscene clients for approximately four years. Skyscene LLC was then acquired by NV5, Inc. in 2017.
Project Experience
Wilmington Avenue Safe Streets Pedestrian/Bicycle Improvements CITY OF COMPTON | COMPTON, CA
Mr. Kathol is providing drone photography and video services to capture preconstruction and postconstruction conditions for the City’s Wilmington Avenue Safe Streets Pedestrian/Bicycle Improvements project from Rosecrans Avenue to the southern City boundaries. The work includes pavement rehabilitation, including full-depth AC reconstruction and AC resurfacing; PCC improvements, including ADAcompliant curb ramps, bus pads, and median, sidewalk and driveway improvements; traffic signal modifications; installation of bus shelters and other site furnishings; pedestrian lighting improvements; landscaping and irrigation; and signing & striping.
Confidential Project
CALIFORNIA-BASED UTILITY COMPANY
Planned and managed four UAV data collections for approximately 12 miles of electrical transmission towers. Mr. Kathol planned and managed UAV-based LiDAR acquisition, oblique imagery of pole lines, high-precision orthoimagery, and a video corridor fly-through.
Confidential Project
A NATIONWIDE ENERGY COMPANY | NEVADA
Performed strategic flight planning in high vertical terrain to gather high-resolution imagery for environmental needs and high-accuracy ortho-imagery and point cloud data for a feasibility assessment. The 2,100-acre site was flown in 2 days.
Aggregate Mines
GRANITE CONSTRUCTION | SANTA PAULA, LITTLEROCK, INDIO, PALM SPRINGS, NILAND, EL
CENTRO AND DCAC, SOUTHERN CALIFORNIA
Planned and managed seven project locations that needed to be flown on the same day for inventory purposes. Final deliverables included high-resolution ortho-imagery and surface models, including aggregate pile inventory calculations.
Escondido City Street Project
PHOTOGEODETIC | ESCONDIDO, CA
Performed flight planning and management of a high precision RGB flight for stereo mapping needs with accuracies better than .1’. This project workflow increased safety and cost efficiency because UAV accuracies eliminated the need to put surveyors out in the road to collect data. High-resolution UAV data collection also allowed mark-outs for mapping purposes.
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Mountain House Page 871 of 1946 City of Mountain House | On-Call Surveying Services NV5 | 28 E. RESUMES FOR KEY STAFF
K-J Locating
693 Flemish Ct • Brentwood, CA 94513
Ph (925) 822-6901
Kevin Kawalkowski, Principal
POSITION IN THE FIRM:
Kawalkowski is the principal and locator with K-J. He has more than 23 years of experience in the ground penetrating radar (GPR) industry working on thousands of subsurface imaging, concrete scanning and utility locating projects. He will be responsible for project planning, customer relations and working side-by-side with his team of highly trained technicians, when project scope requires more than one locator.
EDUCATION & TRAINING:
• B.S., Western New Mexico University
• California C12 and C42 Contractor licenses
• Utility Training Academy (UTA) certification
• Transportation Worker Identification Credentials (TWIC) • Various OSCA safety programs completed
REPRESENTATIVE CAREER EXPERIENCE & PROJECTS:
Over his career Kawalkowski has performed subsurface and utility locating surveys for a variety of government agency and municipality projects including but not limited to:
• California Department of Transportation (Caltrans)
• City of Concord
• City of Fremont
• City of Hayward
• City of Mill Valley
• City of North Lake Tahoe
• City of Oakland
• City of Santa Rosa
• City and County of San Francisco, San Francisco International Airport • City of San Jose
• City of Tiburon
• City of Walnut Creek
• SMUD
• Contra Costa Water District
• County of El Dorado
• County of Marin
• East Bay Municipal Utility District (EBMUD)
• Napa Valley Unified School District
• NASA Ames Research Center
• Petaluma City Schools
• Port of Oakland, Oakland International Airport
• Port of Long Beach
• United States Air Force, Travis Airfield
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Mountain House Page 872 of 1946 City of Mountain House | On-Call Surveying Services NV5 | 31 G. ADDENDA
Questions & Answers RFW# PWQ-2602
251 E. Main Street, Mountain House, CA 95391 | 209-831-2300 | MountainHouseCA.gov Page 1 of 1 RFQ PWQ-2602: ON-CALL SURVEYING SERVICES
Questions & Answers
May 21, 2026
NOTE This document forms a part of the RFQ Documents. Insert in your submittal of qualifications package. Acknowledge receipt by signing below.
Q1: Can the City clarify whether the Consultant is expected to provide and manage asneeded specialty services (such as geotechnical, structural, and electrical engineering) as part of the on-call survey contract, or if those services will be procured separately by the City as needed?
A1: The Consultant is not expected to provide geotechnical or design engineering services under the on-call Survey Contract; the City has separate existing contracts for design, grant, and geotechnical on-call services.
End
By signing below, you acknowledge receipt and understanding of the changes above. _____________________________ _____________________________ _________________ Signature Title Date
Senior Vice President 5/27/26
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Exceptions
NV5 has thoroughly reviewed the RFQ in its entirety and takes no exceptions to any requirements, terms, or conditions contained therein.
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Mountain House Page 874 of 1946 CONTRACT ID # A-2627-24
12 EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
1) Compensation Schedule.
The City of Mountain House City Manager is authorized to negotiate annual increases to the billing rates in an amount not to exceed three percent (3%) of the billing rates stated herein.
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Mountain House Page 875 of 1946 CONTRACT ID # A-2627-24
13 2) Reimbursable Expenses.
Reimbursable expenses for Consultants working for City of Mountain House shall follow the guidelines outlined below. An invoice and receipts, outlining travel expenses, shall be submitted to City of Mountain House after the travel has occurred.
Expense Type Reimbursement Policies Receipt Required
Airfare Actual cost of the least expensive class available.
Business class and first class are not reimbursable.
Yes
Airline Baggage Fees Actual expense. Yes
Rental Car Reimbursement for rental cars will be for a standard size car or smaller and will be reimbursed for the
actual expense.
Yes
Airport Shuttle Actual expense, including gratuity. Yes Taxi Actual expense, including gratuity. Yes
Meals & Incidentals Actual expense, including gratuity. Itemized receipts must be included for reimbursement. No alcohol.
Other incidentals per itemized receipt.
Yes
Hotel Lodging obtained will be reasonable and in line with the moderate priced hotels for the area.
Reimbursement will be only for room charge, taxes,
and parking (if applicable).
Itemized receipts must be included for
reimbursement.
Yes
Privately Owned Vehicle
Mileage Rate
IRS allowable rate for the current year. No
Office Incidentals Actual expense.
Copies/printing, courier/express delivery fees, phone
calls.
Yes
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Mountain House Page 876 of 1946 CONTRACT ID # A-2627-24
14 EXHIBIT C
INSURANCE REQUIREMENTS
1) Required Coverage.
Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
TYPE OF INSURANCE MINIMUM LIMITS
Commercial General Liability
Premises Liability; Products and Completed
Operations; Contractual Liability; Personal
Injury and Advertising Liability
$2,000,000 per occurrence;
Bodily Injury and Property Damage
$4,000,000 in the aggregate; Commercial general
coverage shall be at least as broad as Insurance
Services Office Commercial General Liability
occurrence form CG 0001 (most recent edition)
covering comprehensive General Liability on an
“occurrence” basis
Commercial or Business Automobile
Liability
All owned vehicles, hired or leased vehicles,
non-owned, borrowed and permissive uses.
Personal Automobile Liability is acceptable
for individual Consultants with no
transportation or hauling related activities
$2,000,000 per occurrence;
Any Auto; Bodily Injury and Property Damage.
Automobile coverage shall be at least as broad as
Insurance Services Office Automobile Liability
form CA 0001 (most recent edition), Code 1 (any
auto). No endorsement shall be attached limiting the
coverage.
Workers’ Compensation (WC) and
Employers Liability (EL)
Required for all Consultants with employees
WC: Statutory Limits
EL: $100,000 per accident for bodily injury or
disease. Consultant may rely on a self-insurance
program to meet those requirements, but only if the
program of self-insurance complies fully with the
provisions of the California Labor Code. The insurer
shall waive all rights of subrogation against City of
Mountain House and its officers, officials,
employees, and volunteers for loss arising from
Work performed under this Agreement
Professional Liability/Errors & Omissions
Required for all Consultants performing
services with licensed professionals.
Includes endorsements of contractual
liability
$1,000,000 per occurrence
$2,000,000 policy aggregate; Any deductible or selfinsured retention shall not exceed $150,000 per claim
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Mountain House Page 877 of 1946 CONTRACT ID # A-2627-24
15 2) Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a) Term. All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a claimsmade basis shall be maintained during the entire term of the Agreement and until three (3) years following termination and acceptance of all Work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement. b) Additional Insured. All insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers’ Compensation and Employers Liability, shall be endorsed to name as additional insured: City of Mountain House, its Board of Directors, and all City of Mountain House officers, agents, employees, volunteers and representatives.
c) Primary Insurance. For any claims related to this Agreement or the Work hereunder, the Consultant’s insurance covered shall be primary insurance as respects City of Mountain House, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by City of Mountain House, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. d) Cancellation. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to City of Mountain House.
e) Certificates of Insurance. Before commencing operations under this Agreement, Consultant shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to City of Mountain House, evidencing that all required insurance coverage is in effect. City of Mountain House reserves the rights to require the Consultant to provide complete, certified copies of all required insurance policies.
f) Sub-Consultants. Consultant shall include all sub-Consultants as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subConsultant. All coverages for sub-Consultants shall be subject to all of the requirements stated herein.
g) Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
i) The retroactive date of the policy must be shown and must be before the date of the Agreement.
ii) Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the Work, so long as commercially available at reasonable rates.
iii) If coverage is canceled or not renewed and it is not replaced with another claimsmade policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage for a minimum of three (3) years after completion of Work under this Agreement. iv) A copy of the claim reporting requirements must be submitted to City of Mountain House for review prior to the commencement of any Work under this Agreement.
3) All Policies Requirements.
a) Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts
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16 acceptable to City of Mountain House. Acceptance of Consultant’s insurance by City of Mountain House shall not relieve or decrease the liability of Consultant hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Consultant.
b) Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of City of Mountain House for the self-insured retentions and deductibles before beginning any of the Work called for by any term of this Agreement.
At the option of City of Mountain House, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City of Mountain House, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to City of Mountain House guaranteeing payment of losses and related investigations, claim administration and defense expenses. c) Wasting Policies. Except for Professional Liability insurance, no policy required under this Agreement shall include a wasting policy limit (i.e., a limit that is eroded by the cost of defense).
d) Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or Consultant may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all Work performed by Consultant, its employees, agents, and sub-Consultants.
4) Remedies. In addition to any other remedies City of Mountain House may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City of Mountain House may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City of Mountain House may have and are not the exclusive remedy for Consultant’s breach:
a) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
b) Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c) Terminate this Agreement.
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17 EXHIBIT D
REQUIREMENTS OF PUBLIC WORKS CONTRACT WAGES
1) Wages. As applicable pursuant to Federal and State of California statutes and regulations:
a) In accordance with Labor Code Section 1773.2, City of Mountain House has determined the general prevailing wages in the locality in which the Work described in Exhibit A are to be performed for each craft or type of work needed, as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in City of Mountain House Public Works Office, and shall be made available on request.
Consultant and sub-Consultants engaged in the performance of the Work shall pay no less than these rates to all persons engaged in performance of the Work. b) In accordance with Labor Code Section 1775, Consultant and any subConsultants engaged in performance of the Work shall comply with Labor Code Section 1775, which establishes a penalty of up to $200 per day for each worker engaged in the performance of the Work for which Consultant or any subConsultant pays less than the specified prevailing wage. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if Consultant or sub-Consultant had knowledge of their obligations under the Labor Code. Consultant or sub-Consultant shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a sub-Consultant worker engaged in performance of the services described in Exhibit A is not paid the general prevailing per diem wages by the sub-Consultant, Consultant is not liable for any penalties therefore unless Consultant had knowledge of that failure or unless the Consultant fails to comply with all of the following requirements:
i. The contract executed between Consultant and the sub-Consultant for the performance of part of the Work shall include a copy of the provisions of Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815. ii. Consultant shall monitor payment of the specified general prevailing rate of per diem wages by the sub-Consultant by periodic review of the subConsultant’s certified payroll records. iii. Upon becoming aware of a sub-Consultant’s failure to pay the specified prevailing rate of wages, Consultant shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the sub-Consultant for performance of the Work. iv. Prior to making final payment to the sub-Consultant, Consultant shall obtain an affidavit signed under penalty of perjury from the sub-Consultant that the sub-Consultant has paid the specified general prevailing rate of per diem wages for employees engaged in the performance of the Work any amounts due pursuant to Labor Code Section 1813.
c) In accordance with Labor Code Section 1776, Consultant and each subConsultant engaged in performance of the Work shall keep accurate payroll records showing the name, address, social security number, work, straight time
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18 and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in performance of the Work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
i. The information contained in the payroll record is true and correct. ii. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by the employer’s employees on the public works project. The payroll records required pursuant to Labor Code Section 1776 shall be certified and shall be available for inspection by City of Mountain House and its authorized representatives, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards of the Department of Industrial Relations, and shall otherwise be available for inspection in accordance with Labor Code Section 1776.
d) In accordance with Labor Code Section 1777.5, Consultant, on behalf of Consultant and any sub-Consultants engaged in performance of the Work, shall be responsible for ensuring compliance with Labor Code Section 1777.5 governing employment and payment of apprentices on public works contracts. e) Consultant or any sub-Consultant, in performance of the Work, employs any person in a trade or occupation (except executive, supervisory, administrative, clerical, or other non-manual workers as such) for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations, Consultant shall pay the minimum rate of wages specified therein for the classification that most nearly corresponds to the Work performed by that person.
The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment.
2) DIR Registration.
At all times, Consultant shall be registered with the Department of Industrial Relations and qualified to perform public work consistent with Labor Code section 1725.5, except in limited circumstances as set forth in Labor Code section 1771.1. No Consultant or sub-Consultant may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Consultant agrees, in accordance with Section 1771.4 of the Labor Code, that if the Work under this Agreement qualifies as a public works project, it is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
5615290.3
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Mountain House Page 881 of 1946 251 E. MAIN STREET, MOUNTAIN HOUSE, CA 95391
(209) 831-2300 ● (209) 831-5610 FAX
MASTER CONSULTANT AGREEMENT
CONTRACT ID # A-2627-25
DATE: ______________
PARTIES: City of Mountain House:
Consultant:
City of Mountain House 251 E.
Main Street Mountain House,
CA 95391
R.E.Y. Engineers, Inc.
5820 Stoneridge Mall Rd. #120
Pleasanton, CA 94588
The Parties agree as follows:
1. Priority of Documents:
Each of the items listed below is hereby incorporated into this Agreement by this reference. In the event of an inconsistency in this Agreement, the inconsistency shall be resolved by giving precedence in the following order:
Α. Applicable Federal and State of California statutes and regulations, this Agreement and its exhibits.
2. Terms of Services:
2.1 Scope of Services. This is a master agreement for the provision of On-Call Surveying services as may be assigned through one or more task orders (individually or collectively, as the context may require, the “Work”). Each task order shall contain a scope, budget and schedule based on the Compensation Schedule in Exhibit B. In addition, the task order shall indicate whether or not the Work thereunder is a “public work” under the Labor Code. The Public Works Director or their designee will approve the Task Orders.
The Consultant shall not do any work prior to the written approval of the Task Order. The total amount of Task Orders shall not exceed the total contract value.
2.2 Term of Agreement. This Agreement shall commence on the date fully executed by the City Manager and continue until June 30, 2029, unless said Work is completed on a
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date prior thereto or unless terminated earlier as provided herein. Consultant shall complete the Work on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8 below. The City has the option to extend the term of this Agreement by written amendment, for up to one (1) additional two-year extension. The City of Mountain House City Manager is hereby authorized to negotiate such extension.
2.3 Compensation. The total compensation time provided to Consultant to complete the services required by this Agreement shall not affect City of Mountain House’s right to terminate the Agreement, as referenced in Subsection 8.1 below.
2.4 Standard of Performance. Consultant shall perform all Work in a first-class manner in conformance with the standards of quality normally observed by a person practicing in Consultant’s profession.
2.5 Inspection. All Work performed and materials (if any) provided by Consultant shall be subject to inspection and approval by City of Mountain House.
2.6 Consultant’s Warranties and Guarantee. This section 2.6 only applies where the Work is construction, repair, replacement, or maintenance work.
Consultant warrants to City of Mountain House that all materials and equipment furnished under this Agreement will be new unless City of Mountain House agrees otherwise in writing, and that all Work will be of good quality, free from faults and defects and in conformance with this Agreement. All Work not so conforming to these standards may be deemed defective by City of Mountain House. If required by City of Mountain House, the Consultant shall furnish to City of Mountain House satisfactory evidence as to the kind and quality of materials, equipment, and methods of installation by the Consultant or sub-Consultants.
Consultant shall guarantee the Work to be free of defects in material and workmanship for a period of one (1) year following City of Mountain House’s acceptance of the Work (“Consultant’s Guarantee”). As part of Consultant’s Guarantee, Consultant agrees to make, at Consultant’s sole cost and expense, all repairs or replacements made necessary by defects in material or workmanship which become evident within the one-year guarantee period.
2.7 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City of Mountain House, in its sole discretion and at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of Mountain House of such desire of City of Mountain House, reassign such person or persons.
2.8 Time is of the Essence. The parties agree time is of the essence. Consultant shall devote such time to the performance of the Work as may be reasonably necessary to timely finish the Work, meet the standard of performance provided in Subsection 2.4 above, and satisfy Consultant’s obligations hereunder.
2.9 Public Works Requirements. If the Work described in any task order constitutes a public works within the definition of Section 1720(a)(1) of the Labor Code, Consultant is
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required to comply with the provisions of the Labor Code applicable to public works projects, as further described in Exhibit D. Consultant shall waive, indemnify, hold harmless, and defend City of Mountain House concerning any liability arising out of Labor Code Section 1720 et seq.
3. Terms of Payment.
3.1 Compensation. The compensation shall not exceed the amount of $100,000.00 in any fiscal year (July 1 through June 30) during the term of this Agreement for services performed pursuant to this Agreement. Payments shall be made only for approved task orders with a valid purchase order issued by the City of Mountain House.
City of Mountain House shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City of Mountain House to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City of Mountain House in the manner specified herein. Except as specifically authorized by City of Mountain House in writing, Consultant shall not bill City of Mountain House for duplicate services performed by more than one person.
Consultant and City of Mountain House acknowledge and agree that compensation paid by City of Mountain House to Consultant under this Agreement is or will be based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and sub-Consultants of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and sub-Consultants may be eligible. City of Mountain House therefore has no responsibility for such contributions beyond compensation required under this Agreement.
3.2 Invoices. Consultant shall submit invoices not more often than once a month during the term of this Agreement based on the cost for services performed and reimbursable costs incurred prior to the invoice date via e-mail to [email protected]. Invoices delivered to any other e-mail address will be deemed undelivered and not paid. Invoices shall contain the following information:
a. Contract ID number and any task order numbers associated with the Work invoiced; b. Federal Tax Payer Identification Number;
c. The beginning and ending dates of the billing period; d. A task summary containing (a) the Agreement amount, the amount of prior billings, the total due this period, and the balance available under the Agreement and (b), for each task order associated with the Work invoiced, the task order amount, the amount of prior billings under the task order, the total due this period, the balance available under the task order, and, if applicable, the percentage of completion under the task order;
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e. At City of Mountain House’s option, for each Work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the Work, the hours spent by each person, a brief description of the Work, and each reimbursable expense;
f. The total number of hours of Work performed under the Agreement by Consultant and each employee, agent, and sub-Consultant of Consultant performing services hereunder; and
g. The Consultant’s signature.
3.3 Monthly Payment. City of Mountain House shall make monthly payments, based on invoices received, for services satisfactorily performed and for authorized reimbursable costs incurred. City of Mountain House shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
3.4 Final Payment; Retention Payment. If all services required under a task order have been satisfactorily performed, City of Mountain House shall pay the last five percent (5%) of the total sum due pursuant to the task order within sixty (60) days after completion and acceptance of the Work, or other applicable event under law, and submittal to City of Mountain House of a final invoice.
3.5 Total Payment.
a. City of Mountain House shall pay for the Work performed by Consultant pursuant to this Agreement. City of Mountain House shall make no payment for any extra, further, or service pursuant to this Agreement.
b. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. c. City of Mountain House shall not pay any invoice or otherwise provide compensation to Consultant in excess of the maximum amount of compensation provided herein unless the Agreement is modified prior to the performance of such Work or services. d. City of Mountain House shall not pay any invoice or otherwise provide compensation to Consultant for Work or services performed after the expiration or termination of this Agreement unless the Agreement is modified prior to the performance of such Work or services.
3.6 Hourly Rate/Fees. Unless the services provided under a particular task order are for a lump sum or flat fee, the hourly rate/fees for Work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation cost proposal attached hereto as Exhibit B and incorporated herein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit B, the Agreement shall prevail.
3.7 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B.
Reimbursable expenses not listed in Exhibit B are not chargeable to City of Mountain House. Reimbursable expenses shall not include a mark-up and shall be billed as a direct
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costs. In no event shall expenses be advanced by City of Mountain House to the Consultant. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.
3.8 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
3.9 Payment upon Termination. In the event that City of Mountain House or Consultant terminates this Agreement pursuant to Section 8 below, City of Mountain House shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for Work satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date.
3.10 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization in the form of a task order.
4. Consultant’s Status:
4.1 Independent Consultant. In the performance of the Work, duties, and other obligations imposed by this Agreement, the Consultant is at all times acting as an Independent Consultant practicing his or her profession and not as an employee of City of Mountain House. Consultant shall perform the Work in accordance with currently approved methods and standards of practice in the Consultant’s professional specialty. A copy of Consultant’s current business license shall be provided to City of Mountain House. The Consultant shall not have any claim under this Agreement or otherwise against City of Mountain House for vacation, sick leave, retirement benefits, social security or worker’s compensation benefits. The Consultant shall be responsible for federal and state payroll taxes such as social security and unemployment. City of Mountain House will issue a form 1099 at year-end for fees earned.
4.2 Consultant Not an Agent. Except as City of Mountain House may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City of Mountain House in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City of Mountain House to any obligation whatsoever.
4.3 Non-Exclusive Rights. This Agreement does not grant to Consultant any exclusive privileges or rights to provide services to City of Mountain House. Consultant may contract with other agencies, private companies, or individuals for similar services.
5. Legal Requirements.
5.1 Compliance. Consultant shall comply with all Federal, State and local laws, regulations and requirements necessary for performance of the Work. Consultant shall comply with all laws applicable to wages and hours of employment, occupational safety, and to fire safety, health and sanitation.
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5.2 Prevailing Wage. If the Work under a particular task order is identified as a “public work,” Consultant and all subcontractors shall pay the general prevailing rates of per diem wages, overtime and holiday wages, as determined by the Director of the Department of Industrial Relations. The Director’s determination of prevailing wage rates is available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination.htm, and is referred to and made a part hereof as though fully set forth herein. California Labor Code Sections 1725.5 and 1771.1 requiring all general contractors and subcontractors to be registered with DIR. Registration can be accomplished through the DIR website by using this link: http://www.dir.ca.gov/Public- Works/PublicWorks.html. Contractor shall pay prevailing wages for any Services performed that are subject to such requirements.
5.3 Licenses and Permits. Consultant represents and warrants to City of Mountain House that Consultant and its employees, agents, and any sub-Consultants have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required for the performance of the Work. Consultant represents and warrants to City of Mountain House that Consultant and its employees, agents, and any sub-Consultants shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to perform the Work.
5.4 Conflict of Interest Statement. Consultant covenants that Consultant, its officers or employees or their immediate family, presently has no interest, including, but not limited to, other projects or independent contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the performance of the Work. Consultant further covenants that in the performance of this Agreement no person having any such interest shall be employed or retained by Consultant under this Agreement. Consultant shall not hire City of Mountain House’s employees to perform any portion of the Work, including secretarial, clerical, and similar incidental services, except upon the written approval of City of Mountain House. Performance of the Work by associates or employees of Consultant shall not relieve Consultant from any responsibility under this Agreement.
5.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, gender identity, or sexual orientation against any employee, applicant for employment, sub-Consultant, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant pursuant to this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.
5.6 Drug Free Workplace. Consultant shall comply with the provisions of Government Code Section 8350 et seq., otherwise known as the Drug-Free Workplace Act.
5.7 Form Law. The Laws of the State of California shall govern this Agreement. Venue is San Joaquin County. The provision of this paragraph shall survive expiration or other termination of this Agreement regardless of the cause of such termination.
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5.8 Subcontracts. Consultant shall include the provisions of this Section 5 in any subcontract approved by the Contract Administrator or this Agreement.
6. Indemnification, Hold Harmless and Defense.
6.1 To the fullest extent permitted by law, Consultant shall indemnify, hold harmless and defend City of Mountain House, its directors, officers, employees, agents and authorized volunteers, and each of them, from and against any and all claims, demands, causes of action, damages, penalties, judgments, awards, decrees, costs, expenses, attorneys’ fees, losses or liabilities, in law or in equity, of every kind or nature, including but not limited to personal injury, bodily injury, wrongful death, and property damage including any damage to City of Mountain House’s property, arising out of Consultant’s alleged negligence, or wrongful acts related to or in connection with Consultant’s performance of duties under the terms and conditions of this Agreement.
6.2 Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by Civil Code Section 2782.
7. Insurance.
Before beginning any Work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance described in Exhibit C, incorporated herein, against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Work hereunder by the Consultant and its agents, representatives, employees, and sub-Consultants. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of Mountain House of such insurance that meets the requirements of Exhibit C and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning Work to City of Mountain House. Consultant shall maintain the insurance policies required by Exhibit C throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant’s proposal. Consultant shall not allow any sub-Consultant to commence Work on any subcontract until Consultant has obtained all insurance required by Exhibit C for the sub-Consultant(s) and provided evidence that such insurance is in effect to City of Mountain House. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution.
8. Termination and Modification.
8.1 Termination. City of Mountain House may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon sixty (60) days’ written notice to City of Mountain House and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City of Mountain House, however, may condition payment of such compensation upon Consultant delivering to City of Mountain House any or all work product, including, but not limited to documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or
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prepared by or for Consultant or City of Mountain House in connection with this Agreement.
8.2 Extension. City of Mountain House may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 2.2 above. Any such extension shall require a written amendment to this Agreement, as provided for herein.
The City of Mountain House City Manager is hereby authorized to negotiate and execute such extension.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.
8.4 Assignment and Subcontracting. City of Mountain House and Consultant recognize and agree that this Agreement contemplates performance of specialized services by Consultant and is based upon a determination of Consultant’s unique competence, experience, and specialized knowledge. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the sub-Consultants noted in the proposal, without prior written approval of the Contract Administrator. Any such assignment, transfer, delegation or subcontract without the prior written consent shall be considered null and void.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City of Mountain House and Consultant shall survive the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City of Mountain House’s remedies shall include, but not be limited to, the following:
a. Immediately terminate the Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different Consultant to complete the Work described in Exhibit A not finished by Consultant; or
d. Charge Consultant the difference between the cost to complete the Work described in Exhibit A that is unfinished at the time of breach and the amount that City of Mountain House would have paid Consultant pursuant to Section 3 above if Consultant had completed the Work.
9. Miscellaneous.
9.1 Contract Administrator. The Consultant Administrator shall be designated, and may be changed, by the City of Mountain House City Manager in writing.
9.2 Notices. Any notice required to be given pursuant to the terms and provisions hereof shall be in writing and shall be effected by personal delivery or by first class mail,
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registered or certified, postage prepaid, return receipt requested. Unless otherwise designated by either party in writing, such notices shall be mailed as shown on the first page of this Agreement.
9.3 Non-Liability of Officials, Employees and Agents. No officer, official, employee or agent of City of Mountain House shall be personally liable to Consultant in the event of any default or breach by City of Mountain House or for any amount that may become due to Consultant pursuant to this Agreement.
9.4 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which such party may be entitled.
9.5 Documents. All drawings, specifications, documents and other memoranda or writings relating to the Work hereunder, shall remain or become the property of City of Mountain House upon termination of this Agreement, whether executed by or for the Consultant for City of Mountain House, or otherwise, by or for the Consultant, or by or for a subConsultant operating under the Consultant’s supervision, or direction, and all such documents and copies thereof shall be returned or transmitted to City of Mountain House forthwith upon termination or completion of the Work under this Agreement. Prior to termination Consultant shall deliver to City of Mountain House any such records upon request.
9.6 Force Majeure. It is agreed that neither party shall be responsible for delays in delivery or acceptance of delivery or failure to perform when such delay or failure is attributable to Acts of God, war, strikes, riots, lockouts, accidents, rules or regulations of any governmental agencies or other matters or conditions beyond the control of either the seller/Consultant or the purchaser.
9.7 Waiver. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party.
9.8 No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the parties, any rights or remedies hereunder.
9.9 Headings. The headings of the sections and exhibits of this Agreement are inserted for convenience only. They do not constitute part of this Agreement and are not to be used in its construction.
9.10 Entire Agreement and Modification. This Agreement supersedes all previous Agreements either oral or in writing and constitutes the entire understanding of the parties hereto. No changes, amendments or alterations shall be effective unless in writing and signed by both parties.
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9.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
IN WITNESS WHEREOF, City of Mountain House and Consultant have executed this Agreement on the day and year first written above.
R.E.Y. Engineers, Inc. City of Mountain House
State of California
By: ____________________________
Mike Shoup
Principal-in-Charge
By: ___________________________
Steven J. Pinkerton
City Manager
Date: _________________________ Date: _________________________ Approved as to Form:
By: ___________________________
John Bakker
City Attorney
Exhibit A: Statement of Qualifications
Exhibit B: Compensation Schedule & Reimbursable Expenses Exhibit C: Insurance Requirements
Exhibit D: Requirements of Public Works Contracts
ATTACHMENT H
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Mountain House Page 891 of 1946
EXHIBIT A
STATEMENT OF QUALIFICATIONS
[Attached]
ATTACHMENT H
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Mountain House Page 892 of 1946 City of
Mountain Hous
ATTACHMENT H
Item 7.5
Mountain House Page 893 of 1946 5820 Stoneridge Mall Rd. , #. 209, Pleasanton, CA 94588 l T (510 ) 350- 1330 l F (650 ) 369- 4012 | www.reyengineers.com May 27, 2026
City of Mountain House
251 E. Main Street
Mountain House, CA 95391
RE: Statement of Qualifications – On-Call Surveying Services RFQ# PWQ-2602 Dear Selection Committee,
The City of Mountain House (City) is seeking a responsive surveying partner capable of supporting continued growth, infrastructure improvements, development review, and capital projects throughout one of California’s fastest-growing, newest master planned communities. R.E.Y. Engineers, Inc. (R.E.Y.) offers the City an experienced team that understands these priorities and is prepared to provide dependable and accurate surveying support tailored to the City’s needs.
The City requires a consultant that can respond quickly to a wide range of municipal surveying assignments while maintaining quality, schedule adherence, and coordination with City staff. Our proposed team, primarily from our Pleasanton office, has extensive experience supporting cities and counties with boundary and topographic surveys, utility investigations, construction staking, ALTA surveys, subdivision and Record of Survey mapping, legal descriptions and plats, monumentation, and right-of-way support for both public infrastructure and private development projects. With local staff and field crews located within the RFQ’s required travel distance, R.E.Y. is positioned to provide responsive support for ongoing and as-needed task orders.
Working with R.E.Y. provides the City with a team experienced in supporting growing communities and municipal infrastructure programs as well as:
Responsive survey support for capital improvement projects, development review, and utility coordination. Our local in-house survey staff and field crews allow us to mobilize quickly for field investigations, construction staking, mapping, and survey support services.
Accurate and reliable survey deliverables. Our team combines conventional survey methods with GPS, mobile, terrestrial, UAS, and Bathymetric LiDAR technologies to provide efficient and dependable data collection and mapping services. Familiarity with municipal standards and public agency coordination. R.E.Y. currently supports 30+ cities and counties throughout Northern California with on-call surveying, subdivision mapping, utility coordination, and municipal infrastructure projects.
Established QA/QC and project management procedures. We apply consistent review processes, internal coordination, and schedule tracking to provide complete and accurate deliverables that support efficient project delivery. Familiarity with federally, state, and locally funded projects. Our team understands the documentation, coordination, schedule management, and QA/QC requirements associated with publicly funded infrastructure and development projects, including task order-based municipal contracts.
R.E.Y. wishes to be considered for all surveying services identified in the RFQ. Mike Shoup, PLS, Principal in Charge, is authorized to bind R.E.Y. contractually. R.E.Y. has no conflicts of interest related to the services described in this RFQ and understands the City’s requirements regarding development-related conflicts identified within the RFQ documents.
We appreciate the opportunity to submit our qualifications and look forward to supporting the City with responsive and dependable professional surveying services.
Sincerely,
R.E.Y. ENGINEERS, INC.
Dan Bustamante, PLS Mike Shoup, PLS
Project Manager Principal in Charge
(650) 237-9070 | [email protected] (408) 219-3236 | [email protected]
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STATEMENT OF QUALIFICATIONS FOR
0 n-C a 11 Surveying Services
RFQ# PWQ-2602
C. Qualifications Section
R.E.Y. ENGINEERS, INC.
CIVIL ENGINEERING I LAND SURVEYING I REMOTE SENSING
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C. Qualifications Section
1. COMPANY BACKGROUND AND LOCAL OFFICE
R.E.Y. Engineers, Inc. (R.E.Y.) has provided professional land surveying and civil engineering services since 1996. We deliver a broad range of survey solutions, from planning and feasibility studies and map review to construction staking and as-built documentation. Key staff assigned to this contract are primarily based out of our Pleasanton office, located about 25 miles from the City of Mountain House (City), with additional resources available from our Oakland, Palo Alto, and Folsom offices, also within the required proximity of less than 3 hours of travel time. Our 8 full-time field survey crews can respond within 48 hours to any project requirement within an approved task order. Our staff of 15 California-licensed surveyors, 18 California-licensed engineers, and over 40+ technical and support staff serve a wide range of public agency and private-sector clients.
R.E.Y.’s capabilities include boundary and topographic surveys, utility investigations and coordination, ALTA/NSPS surveys, legal descriptions and plats, Records of Survey, Corner Records, subdivision and parcel mapping, construction staking, monumentation, aerial, terrestrial, and mobile LiDAR, bathymetric surveys, GIS support, and map review services for infrastructure and private improvement assignments.
Our team applies established QA/QC procedures throughout fieldwork, processing, drafting, and final review to maintain accurate deliverables across concurrent assignments.
Combined with experienced staff and advanced technology, these procedures allow R.E.Y. to deliver dependable survey data and documentation for projects of varying size and complexity.
R.E.Y. is certified by the California Department of General Services as a Small Business Enterprise (SBE #25960). We maintain State-audited rates and fees and comply with Department of Industrial Relations (DIR) standards. Through our continued work with public agencies and private development teams, we understand the coordination, documentation, and QA/QC requirements associated with municipal task orders. R.E.Y. also has experience working on local, state, and federally funded assignments and understands the coordination, documentation, and compliance requirements associated with public agency projects throughout California.
R.E.Y. has extensive experience working with Bay Area and Central Valley municipalities through on-call contracts, development assignments, and capital improvement efforts, including work within San Joaquin County. We routinely coordinate with City staff, developers, utility agencies, and County departments in rapidly growing communities and understand the importance of timely communication and accurate deliverables. Our team is familiar with San Joaquin County recording requirements, mapping procedures, and coordination processes associated with municipal and private improvement surveying assignments.
As one of California’s newest incorporated cities, the City continues to experience active residential growth, infrastructure expansion, and ongoing coordination associated with public and private improvements. R.E.Y.’s experience assisting municipalities with evolving infrastructure needs, subdivision mapping, utility coordination, and public improvement projects positions our team to provide reliable on-call surveying services as the City continues to grow.
2. YEARS IN BUSINESS
R.E.Y. was incorporated in 1996 and has been in business for over 30 years.
R.E.Y. AT-A-GLANCE
CONTACT:
Dan Bustamante, PLS
Project Manager
[email protected]
OFFICES:
Pleasanton, CA
Oakland, CA
Palo Alto, CA
Folsom, CA (Headquarters)
STAFFING:
Surveying Staff: 36
Engineering Staff: 31
Administrative Staff: 10
YEARS IN BUSINESS: 30
STATUS:
California Corporation
CERTIFICATIONS:
California Department of General
Services Certified Small Business
Enterprise (SBE)
DIR REGISTRATION: 1000011489
SIGNATORY:
Operating Engineers Local Union
No. 3
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3. QUALIFICATIONS & SERVICES
R.E.Y. understands the City is seeking a responsive and experienced land surveying partner to support ongoing
development review, municipal infrastructure improvements, and public works projects throughout the community.
The following highlights our firm’s capabilities, technical expertise, and municipal surveying experience relevant to the City's on-call surveying needs.
CITY SURVEYOR SERVICES
R.E.Y. has significant experience serving as a trusted City Surveyor for municipalities throughout Northern California, providing professional land surveying, mapping, and
development review services through long-term on-call
contracts. Our team has performed map checking services for subdivision maps, parcel maps, condominium maps, Records of Survey, lot line adjustments, easements, and legal
descriptions for compliance with the Professional Land
Surveyors’ Act, Subdivision Map Act, local ordinances, and agency standards.
Current and recent municipal clients for which R.E.Y. has provided City Surveyor or on-call municipal surveying services include the Town of Hillsborough, City of Mountain View, City of Pittsburg, City of Pleasant Hill, City of Walnut Creek, and the City of Sunnyvale. These assignments have included coordination with City engineering staff, developers,
utility agencies, County departments, and outside consultants to assist with the timely review and processing of mapping and development-related documents.
Beyond map review services, R.E.Y. has assisted agencies with boundary resolution, right-of-way analysis, monument
preservation, topographic mapping, easement preparation, and legal descriptions associated with roadway, utility, drainage, and public infrastructure projects. Our staff routinely conducts survey research, prepares municipal
survey records, and supports development review efforts requiring coordination between public agencies and private development teams.
Through ongoing municipal partnerships and concurrent task order management, R.E.Y. understands the responsiveness, communication, and documentation standards required to
accommodate growing communities and evolving
infrastructure needs. Our ability to manage multiple
assignments simultaneously while maintaining accurate
deliverables and consistent communication has allowed
agencies to rely on our team for both routine and
time-sensitive surveying assignments.
TOPOGRAPHIC & BOUNDARY SURVEYS
R.E.Y. has over 30 years of experience performing
topographic and boundary surveys for public agencies,
transportation improvements, utility infrastructure, drainage facilities, and private development projects throughout California. Our survey teams utilize conventional survey methods, GNSS technology, terrestrial scanning, mobile
mapping systems, and aerial mapping tools to collect
accurate field data for planning, design, mapping, and
construction support.
Our services include boundary research and resolution, utility investigations, control surveys, right-of-way mapping,
subdivision mapping, construction staking, monumentation, and preparation of plats and legal descriptions.
Topographic surveys routinely include collection of roadway corridors, utilities, drainage features, ADA improvements, surface features, and other site information necessary for engineering design and infrastructure improvements.
R.E.Y. also coordinates utility research and subsurface utility investigations, utilizing specialty subconsultants when appropriate, for public improvement and
development-related assignments. Our team regularly
compiles record information, researches existing utility documentation, coordinates utility locating efforts, and incorporates field verification into mapping deliverables used for design and construction.
Relevant projects involving topographic and boundary
surveying services include the VTA BART Silicon Valley
Extensions Phases I and II, Fremont School for the Deaf and Blind for the CA DGS, and the Town of Hillsborough Datum Upgrade Project. These assignments included a combination of boundary analysis, utility coordination, topographic mapping, control networks, and preparation of survey
deliverables for public infrastructure and facility
improvements.
R.E.Y. applies established QA/QC procedures throughout field collection, data processing, drafting, and final review to maintain accurate and consistent deliverables across
concurrent assignments and varying project conditions.
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REMOTE SENSING AND
ADVANCED TECHNOLOGY
R.E.Y. utilizes terrestrial, mobile, aerial, and bathymetric remote sensing technologies for efficient and accurate data collection for municipal infrastructure, utility,
transportation, flood control, and development-related
projects. These technologies improve safety, reduce field time, minimize traffic impacts, and provide highly detailed mapping in active roadways, utility corridors, and
difficult-to-access environments.
Our capabilities include terrestrial, mobile and UAS LiDAR scanning, aerial photogrammetry, GNSS control networks, precise digital leveling, and bathymetric surveying. These technologies are utilized for topographic mapping, utility investigations, infrastructure planning, as-built
documentation, volumetric analysis, and high-resolution point cloud development for a wide range of applications.
R.E.Y. utilizes advanced survey equipment including Leica terrestrial scanners, RIEGL mobile LiDAR systems, GNSS
survey systems, and NDAA-compliant uncrewed aerial
systems (UAS) operated by certified FAA Part 107 pilots.
Our mobile and aerial technologies allow rapid collection of highly detailed survey data while minimizing lane closures, reducing roadway exposure, and improving overall
field efficiency.
Remote sensing technologies are particularly effective for roadway corridors, utility infrastructure, flood control facilities, environmentally sensitive areas, industrial sites, and active development areas where conventional field
access may be limited or safety concerns exist. These
technologies also provide accurate existing conditions
documentation for phased development and infrastructure expansion projects.
R.E.Y. has successfully completed remote sensing
assignments for agencies including Caltrans, CA Department of Water Resources, PG&E, EBMUD, and local municipalities throughout California.
GIS AND MAPPING SERVICES
R.E.Y. provides GIS and mapping services for infrastructure planning, utility coordination, asset management, and public agency data management. Our GIS staff utilizes
ESRI software and CAD integration workflows for mapping, spatial analysis, database management, and utility-related coordination efforts.
Our GIS capabilities support a wide range of municipal
applications, including infrastructure inventory management, utility mapping, development review, and integration of survey data into agency databases and mapping platforms.
We routinely coordinate GIS and CAD data to maintain
compatibility between survey deliverables, engineering
design files, and client mapping standards.
GIS services are frequently integrated with R.E.Y.’s surveying, LiDAR, and remote sensing assignments for efficient data collection, analysis, and visualization for infrastructure and development-related projects.
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4. OTHER FIRM INFORMATION
RELEVANT MUNICIPAL AND PUBLIC AGENCY EXPERIENCE
The City is seeking a consultant with experience providing responsive on-call land surveying services for municipal infrastructure, utility coordination, subdivision mapping, development review, and public improvement projects. R.E.Y. is experienced in managing concurrent task orders, coordinating with agency staff, utility purveyors, County departments, and private project teams, and adapting to changing schedules and priorities associated with growing communities and ongoing capital improvements. Our team understands the importance of timely communication, accurate documentation, QA/QC procedures, and dependable project delivery for local, state, and federally funded assignments. The following represents a small sample of municipalities and public agencies for which R.E.Y. currently provides or has previously provided on-call surveying, mapping, GIS, remote sensing, engineering, and infrastructure-related services, including agencies located throughout the Central Valley and surrounding the City.
Cities
Chico
Folsom
Manteca
Mountain View
Pittsburg
Pleasant Hill
South Lake Tahoe
Sunnyvale
Tracy
Walnut Creek
Counties
Alameda
Contra Costa
El Dorado
Merced
Sacramento
San Joaquin
State & Federal Agencies
California Department of Fish and Wildlife (CDFW)
California Department of General Services (DGS)
California Department of Water Resources (DWR)
Caltrans Districts 1, 2, 3, 4, 6, 9 and 10
US Army Corps of Engineers (USACE), Sacramento
District
Special Districts / Transportation / Utilities
Cosumnes Community Services District
East Bay Municipal Utility District (EBMUD)
El Dorado Irrigation District (EID)
Sacramento Area Flood Control Agency (SAFCA)
Sacramento Area Sewer District (SacSewer)
Sacramento Municipal Utilities District (SMUD)
San Joaquin Council of Governments (SJCOG)
Santa Clara Valley Transportation Authority (VTA)
Santa Clara Valley Water (VW)
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STATEMENT OF QUALIFICATIONS FOR
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RFQ# PWQ-2602
D. Project Approach,
Experience, and
Areas of Expertise
R.E.Y. ENGINEERS, INC.
CIVIL ENGINEERING I LAND SURVEYING I REMOTE SENSING
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D. Project Approach, Experience, and Areas of Expertise
1. ORGANIZATION CHART
R.E.Y. is committed to supporting the City with the personnel listed in this Statement of Qualifications and additional staff as needed to deliver the services requested for this contract. Our team will be led by Project Manager, Dan Bustamante, PLS, who has worked on numerous relevant surveying contracts, including the Cities of Walnut Creek and Pleasanton, and the Town of Hillsborough.
R.E.Y. has consistently provided and delivered skilled professionals to produce quality work, regardless of project size. Once committed to a project, R.E.Y. strives to deliver. Our internal flexibility with staffing assignments allows for project demands to be identified and met with the appropriate resource needs. Evaluating current project demands, we can easily shift staff priorities to meet the needs of our clients. This flexibility is one strength we have that larger firms often struggle with.
Dan will lead the day-to-day work effort and serve as the City’s primary point of contact for all project delivery updates. Dan is supported by a full-service team of professionals — 15 California-licensed Professional Land Surveyors, 5 Land Surveyors in Training, a survey team of professional and technical members, including 8 field crews — with the full range of expertise, experience, and equipment needed to deliver your projects efficiently and with accuracy. Our organizational chart, which illustrates our team structure and depth of resources available to meet the City’s needs under this contract, is shown below.
REMOTE SENSING
Joe Feyder, PLS
Tom Cade, PLS
Jed Gibson, PLS
Kristy Shields
Danny Clark
Brogan McLaughlin
OFFICE SURVEYING
Dan Beever, PLS
Brian Thionnet, PLS
Ron Monsour, PLS
Adam Forth, PLS
Morgan Thalken, PLS
Jennifer Steven, PLS
Cliff Brison, LSIT, CST II
Eric Thalken, LSIT, CST II
Waylon Evans, LSIT
Roger Perez, CST II
Cuong Voong
Daniel Lindsey
Molly Casey
Samantha Lauer
Tessa Castro
FIELD SURVEYING
Tom Brungs, PLS
Field Survey Crews (8+)
Jason Harlow
Joseph Davi Jr.
Matthew Goodearl, LSIT
Armando Sepulveda
Joel Lehr
Jedidiah Hobbs, LSIT
Christopher Silva
Travis Coffman
Spencer Rogers
Christopher Young
Julio Sandoval
Julian Loy
Key Staff
Remote Pilot
Dan Bustamante, PLS
PROJECT MANAGER
UNDERGROUND UTILITY
LOCATING
Ground Penetrating Radar Systems
(GPRS)
Mike Shoup, PLS
PRINCIPAL IN CHARGE
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STAFF QUALIFICATIONS
Dan Bustamante, PLS, Project Manager, leading our Pleasanton office, has over 35 years of experience managing municipal land surveying, mapping, utility coordination, boundary resolution, and public infrastructure assignments throughout California. His areas of expertise include managing on-call survey contracts for cities, counties, transportation agencies, utility providers, and special districts involving subdivision map review, topographic and boundary surveys, legal descriptions, right-of-way mapping, geodetic control, construction staking, and QA/QC oversight. Dan currently manages five public agency on-call contracts and has extensive experience with municipal infrastructure improvements and utility coordination throughout the Bay Area and Central Valley. As Project Manager, Dan will oversee task order coordination, project scheduling, staff assignments, client communication, and delivery of survey services for the City. Dan has been with R.E.Y. for 11 years and has approximately 35% availability.
Mike Shoup, PLS, Principal in Charge, leading our Pleasanton office, has over 30 years of experience managing land surveying, mapping, right-of-way engineering, utility coordination, and public infrastructure assignments throughout California. His areas of expertise include managing multi-year on-call contracts for cities, counties, transportation agencies, utilities, and special districts involving topographic and boundary surveys, subdivision mapping, legal descriptions, construction staking, geodetic control, LiDAR mapping, and QA/QC oversight. He has extensive experience coordinating survey services for municipal infrastructure, transportation, utility, and land development projects throughout the Bay Area and Central Valley.
As Principal in Charge, Mike will provide contract oversight, QA/QC review, staff coordination, and project guidance for the City.
Mike has been with R.E.Y. for 12 years and has approximately 25% availability.
Dan Beever, PLS, Principal Surveyor, has over 25 years of experience providing land surveying services for municipal infrastructure, roadway, utility, water resource, and land development projects throughout California. His areas of expertise include managing on-call contracts for cities, counties, utilities, and special districts involving topographic and boundary surveys, map checking, right-of-way engineering, utility coordination, construction staking, legal descriptions, and Records of Survey. Dan has significant experience serving as City Surveyor for the Cities of Folsom, Chico, and Sonora and coordinating survey review services for municipal agencies throughout Northern California. As a Principal Surveyor, Dan will provide senior survey oversight, technical review, and QA/QC support for the City’s task orders. Dan has been with R.E.Y. for 5 years, operates from our Folsom office, and has approximately 25% availability.
Joe Feyder, PLS, Remote Sensing Manager, has over 46 years of experience in land surveying, aerial mapping, mobile and UAS LiDAR, topographic mapping, and right-of-way engineering throughout California and the western United States. His areas of expertise include managing on-call contracts for cities, counties, utilities, transportation agencies, and flood control districts involving mobile LiDAR mapping, GIS integration, utility coordination, geodetic control, and large-scale infrastructure surveys. Joe has extensive experience managing remote sensing services for roadway corridors, utility systems, flood control facilities, and municipal infrastructure projects requiring high-resolution mapping and data collection. As Remote Sensing Manager, Joe will oversee LiDAR acquisition, data processing, QA/QC, and coordination of remote sensing services for the City. Joe has been with R.E.Y. for 16 years, operates from our Folsom office, and has approximately 20% availability.
Tom Brungs, PLS, Field Survey Manager, has 39 years of experience in professional land surveying, field crew management, construction staking, topographic mapping, boundary surveys, and large-scale public infrastructure projects throughout California. His areas of expertise include managing on-call contracts for cities, counties, utilities, transportation agencies, and flood control districts involving roadway improvements, bridge replacements, utility coordination, LiDAR mapping, and construction surveys. Tom has managed field survey operations for complex transportation, utility, flood control, and public works projects requiring coordination between multiple crews, contractors, and public agencies.
As Field Survey Manager, Tom will oversee field operations, crew coordination, scheduling, QA/QC, and delivery of survey data and construction support services for the City. Tom has been with R.E.Y. for 20 years, operates from our Folsom office, and has approximately 20% availability.
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2. EXPERIENCE AND SIMILAR PROJECTS
The following projects demonstrate experience with services similar to those requested by the City, including municipal surveying, utility coordination, topographic and boundary surveys, construction staking, map review, and surveying services for public infrastructure and private improvement projects.
CITY OF PITTSBURG CATEGORY: Municipal On-Call Surveying City Surveyor Services
ON-CALL ENGINEERING, CITY SURVEYOR, AND
LAND SURVEYING SERVICES
As part of an On-Call Engineering, City Surveyor, and Land Surveying Services contract to the City of Pittsburg, we assisted the City with processing a metes and bounds description and plat map through the California State Lands Commission (CSLC) and the Contra Costa County Recorder and Surveyor for a waterfront annexation. The California legislature passed Senate Bill 551 (SB 551 – DeSaulnier) which gave the City of Pittsburg control over trust lands adjacent to the city limits. This bill also gave the City control of the leasing, accessibility, business attraction, and implementation of these trust lands, and a percentage of the trust lease revenue. SB 551 included a provision that the commission survey, monument, and record a plat and a metes and bounds description of the trust lands in the office of the county recorder, but the CSLC had been unable to complete all of these requirements. The City had an urgent need for assistance to ensure the agreements and plans for the waterfront would continue. R.E.Y. staff were able to work with the City, County, and State to find an agreeable way to finalize all the necessary documents required for compliance with SB 551 within a two-month timeline.
Additionally, R.E.Y. completed multiple other task orders for the City, including:
Willow Pass Road Storm Drain Repair: R.E.Y. performed a topographic survey along a pair of storm drain culverts crossing Willow Pass Road near the Pittsburg Generating Station.
The purpose of the survey was to assist the City in designing storm drain repair plans.
The pair of 48” pipes run parallel with each other as they cross Willow Pass Road. The survey included documenting any hardscape near the culverts and natural features within 50 feet. The location and elevations of the existing culverts were critical to avoid any conflicts with underground water lines.
R.E.Y. is also providing City Surveyor services to the City, supporting various public works projects. Services include:
Final map review and approval, acting and signing as the City Surveyor
The review of tentative subdivision maps for proposed private land developments for conformance with the Subdivision Map Act and other local ordinances
Easement review and signature omission, including Mare Island Certificate of Compliance for parcel map waivers and lot line adjustments
Review of preliminary title reports, grant deeds, and title exceptions for City purchase of property
SCOPE OF WORK:
Project Management
Coordination with City, County,
and State
Legal Descriptions
Plat Maps
Tentative Map Reviews
Final Map Reviews
Easement Reviews
Parcel Map Waivers
Lot Line Adjustments
Title Reviews
KEY STAFF PROPOSED:
Dan Bustamante, PLS
Project Manager / City Surveyor
Mike Shoup, PLS
Principal in Charge
Joe Feyder, PLS
Remote Sensing Manager
DURATION:
2015 – Current
PROJECT SIZE:
$800K Contracted
$317K Billed to date
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COUNTY OF SAN JOAQUIN CATEGORY: Municipal Storm Drain Infrastructure/Topographic & Utility Surveying Services
LEAP STORM DRAIN STUDIES
As part of an on-call engineering services contract with the County of San Joaquin, R.E.Y. provided land surveying services in support of storm drain infrastructure planning and future growth areas within south Stockton. Surveying services focused on topographic surveying, utility investigation and mapping, boundary research, and field verification for areas identified for future residential expansion under the County’s Local Early Action Planning (LEAP) grant program. Survey efforts supported evaluation of existing drainage infrastructure, identification of system constraints, and planning for future public improvements associated with anticipated growth.
R.E.Y.’s scope of work included research of record mapping and as-built information, topographic surveys, utility verification, drainage infrastructure mapping, and coordination of field data collection to support planning studies within the CSA 41 and Pock Lane areas. Survey services included collection of existing surface features, utility structures, drainage facilities, and related infrastructure necessary to evaluate existing conditions and support future improvement planning. Boundary and parcel information was also reviewed to assist with evaluation of potential improvement corridors and future land use considerations.
The project required coordination with County staff and review of existing infrastructure records to develop accurate base mapping and survey deliverables for use in planning and engineering evaluations. R.E.Y.’s surveying services assisted the County in identifying infrastructure gaps, evaluating drainage constraints, and planning future improvements to accommodate ongoing residential growth within the study areas.
SCOPE OF WORK:
Preliminary Research and
Record Data Review
Topographic Surveys and Base
Mapping
Utility Investigation and
Mapping
Field Investigation and
Infrastructure Verification
Boundary Research and Parcel
Review
Drainage Facility Mapping
Drainage System Capacity
Analysis
Development Potential
Assessment
Infrastructure Improvement
Recommendations
Coordination with County Staff
and Utility Agencies
KEY STAFF PROPOSED:
Joe Feyder, PLS
Survey Manager
DURATION:
2022 – 2024
PROJECT SIZE:
$109.8K Contracted
$109.1K Billed
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CENTRAL CONTRA COSTA
SANITARY DISTRICT CATEGORY: Wastewater Infrastructure/On-Call Land Surveying Services
ON-CALL LAND SURVEYING SERVICES
R.E.Y. served as the on-call land surveying consultant for Central Contra Costa Sanitary District (Central San), providing as-needed survey services for infrastructure projects supporting both the collection system and treatment plant. Over the course of the agreement, R.E.Y. completed more than 40 task orders involving conventional topographic surveys, boundary surveys, and utility mapping to support sewer improvements and facility upgrades.
Assignments included including conventional topographic surveys at various pump stations and along pipeline corridors, measuring invert elevations of various sewer structures, boundary surveys, monument preservation, and staff augmentation both for field and office positions. for various facilities within the treatment plant, such as clarifiers, aeration tanks, and underground tunnels.
R.E.Y.’s expertise in geodetic surveying and network adjustments was utilized to update the Primary and Secondary Control Networks for the treatment plant. R.E.Y. combined historical GPS and conventional data into one overall network to produce a unified coordinate system.
SCOPE OF WORK:
As-built Surveys
Utility Surveys
Staff Augmentation
(field and office)
Title Research
Records of Survey
Topographic Surveys & Mapping
Monument Preservation
Corner Records
Terrestrial LiDAR Scanning
KEY STAFF PROPOSED:
Dan Bustamante, PLS
Project Manager
Mike Shoup, PLS
Principal in Charge
Joe Feyder, PLS
Survey Manager
DURATION:
2018 – 2021
PROJECT SIZE:
$687.6k Contracted
$687.4K Billed
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SERRANO CATEGORY: Private Development/Parks, Trails & Public Infrastructure Surveying
SERRANO PARKS, TRAILS, AND VILLAGE IMPROVEMENTS
As part of the Serrano Specific Plan Development in El Dorado Hills, R.E.Y. provided land surveying services supporting parks, trails, utility infrastructure, and neighborhood improvements throughout the 4,200-acre master-planned community. Surveying services included topographic mapping, boundary surveys, control surveys, utility coordination, construction staking, and preparation of survey deliverables for trail alignments, roadway improvements, grading, and public infrastructure associated with ongoing community expansion. Survey support was provided in coordination with planning, engineering, environmental, and construction teams across multiple phases of development.
One notable assignment included the K1/K2 Phase 4 Pedestrian Path, involving approximately 4,000 linear feet of trail improvements through steep and environmentally sensitive terrain. Survey services supported alignment evaluation, grading coordination, drainage improvements, and field verification for areas containing significant elevation changes, rock outcroppings, creek adjacency, and protected environmental resources.
R.E.Y.’s survey teams coordinated closely with engineering and environmental staff to support constructible trail alignments while minimizing impacts to existing terrain and surrounding features.
SCOPE OF WORK:
Project Management
Topographic Surveys and
Mapping
Boundary Surveys and Research
Construction Staking and Survey
Support
Utility Coordination and
Mapping
Civil Design (PS&E)
Grading and Drainage Design
Trail Planning and Engineering
Erosion Control Plans
Stormwater Pollution
Prevention Plan (SWPPP)
Construction Support and
Contract Documents
Environmental Coordination and
Alternatives Analysis
KEY STAFF PROPOSED:
Dan Beever, PLS
Principal Surveyor
Joe Feyder, PLS
Survey Manager
Tom Brungs, PLS
Field Survey Manager
DURATION:
2003 – Ongoing
PROJECT SIZE:
$11.5M Contracted (Since 2010)
$11.5M Billed (Since 2010)
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On - Call Surveying Services
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CITY OF LINCOLN CATEGORY: On-Call Municipal Surveying Services
ON-CALL PLAN & MAP CHECK SERVICES
R.E.Y. has been providing as-needed plan and map checking services for the City of Lincoln since 2016 under multiple consecutive on-call contracts with the Development Services Department. These services support review of commercial, residential, and public improvement plans for both tentative and final submittals across the City.
Task orders have included review of subdivision improvements, backbone infrastructure, and parcel mapping, with projects frequently interconnected through shared infrastructure or overlapping phasing. Coordination across these plan sets has been critical to verify constructibility, consistency of design, and proper sequencing of improvements.
To improve review quality and streamline developer responses, R.E.Y. developed a detailed comment matrix used throughout the submittal process. This tool tracks both technical redlines and general design concerns and provides space for developers to respond to each item. Items are only closed upon appropriate resolution. This matrix improves transparency and helps track dependencies across multiple submittals.
All services to date have been delivered on time and within budget.
SCOPE OF WORK:
Plan Check Services
Map Check Services
KEY STAFF PROPOSED:
Dan Beever, PLS
Principal Surveyor
Joe Feyder, PLS
Survey Manager
Tom Brungs, PLS
Field Survey Manager
DURATION:
2016 – Ongoing
PROJECT SIZE:
$1.8M Task Orders Issued
$1.8M Billed
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CITY OF BRENTWOOD CATEGORY: On-Call Municipal Surveying Services
ON-CALL SURVEY AND RELATED SERVICES
R.E.Y. is providing professional land surveying services to the City of Brentwood under a multi-year on-call agreement. The contract supports City staff with development review, subdivision mapping, and capital improvement projects requiring responsive and accurate survey support.
Our scope of services includes boundary surveys, topographic surveys, construction staking, right-of-way engineering, monument preservation, preparation and review of plats and legal descriptions, and consulting with City staff on survey-related matters.
R.E.Y. augments City resources as the “on-call” provider for survey services, enabling the City to move quickly on development and infrastructure projects while maintaining compliance with the Subdivision Map Act and the Professional Land Surveyors’ Act.
Reverse Storm Drainage Flow Topographic Survey: R.E.Y. provided a detailed topographic survey to assist the City in evaluating apparent reverse flow conditions in the storm drainage system. The survey covered street centerlines to back of curb, with cross-sections capturing centerline, lip of gutter, flowline, and top of curb. Drain inlets and manholes were located and dipped. Deliverables included AutoCAD Civil 3D files and control points. Work was completed within five working days of Notice to Proceed.
SCOPE OF WORK:
Project Management
Topographic, Boundary, and
Construction Surveys
Plan Review and Map Checking
Right-of-Way Engineering
Legal Descriptions and Plats
Monument Preservation
QA/QC
KEY STAFF PROPOSED:
Dan Bustamante, PLS
Project Manager
Mike Shoup, PLS
Principal in Charge
DURATION:
2022 – Ongoing
PROJECT SIZE:
$100K Contracted
$4K Billed
CONTRA COSTA COUNTY
HABITAT CONSERVANCY CATEGORY: Wetland & Habitat Restoration
KNIGHTSEN WETLAND PROJECT
R.E.Y. successfully completed a Boundary and Easement Survey for Assessor’s Parcels 020-171-001 and 020-172-004 in support of the Knightsen Wetland Project. The survey involved extensive research and review of existing boundary surveys, project coordination, and fieldwork to establish parcel boundaries using existing monumentation.
When monumentation was absent, R.E.Y. provided a cost estimate for placement.
A Record of Survey was prepared and recorded with Contra Costa County in compliance with the Land Surveyors Act, and a detailed survey drawing was delivered identifying markers, deeds, and easements.
To support construction efforts, R.E.Y. established survey construction control outside the grading footprint in consultation with the design team. The team also conducted a comprehensive infrastructure survey, documenting existing overhead power lines and poles, the intake pump structure at No Name Slough, and the irrigation infrastructure connected to the pump.
Topographic data collection included mapping baseline information for the proposed Byron Highway culvert location, capturing key drainage and road elevations, and documenting elevations along the main site access road and stormwater ditches along Delta Road. Additionally, R.E.Y. surveyed
transmission power line elevations along
Delta Road adjacent to the North Parcel.
All survey data was referenced using the
California Coordinate System of 1983
(NAD83), Zone 3 and the North American
Vertical Datum of 1988 (NAVD88) to ensure
accuracy and consistency.
SCOPE OF WORK:
Boundary & Easement Surveys
Research & Analysis
Records of Survey
Establish Parcel Boundaries
Infrastructure Survey & Mapping
Topographic Surveys
Horizontal & Vertical Control
Coordination with Design Teams
KEY STAFF PROPOSED:
Dan Bustamante, PLS
Project Manager
Mike Shoup, PLS
Principal in Charge
DURATION:
2022 – 2025
PROJECT SIZE:
$155K Contracted
$116K Billed
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3. APPROACH AND
PROJECT MANAGEMENT
PROJECT MANAGEMENT
R.E.Y. understand the City is seeking on-call professional surveying services to supplement internal resources and staff workload to deliver responsive and reliable support for capital improvement projects, development review,
infrastructure improvements, boundary and right-of-way
services, mapping, and other municipal surveying needs
throughout the City.
The Project Manager is directly responsible for management and coordination of all technical work to make sure that project issues and action items do not slip through the cracks.
To do this, our Project Manager, Dan Bustamante, PLS, will:
Prepare a Work Plan that provides definitive directions to the project team and includes specific instructions
regarding means, methods, and assumptions included in
the scope of work.
Create a detailed critical path project schedule that outlines all tasks, including QC efforts and tasks to be performed by City staff, with completion dates necessary to achieve the overall schedule goal.
Implement communication protocols. Facilitate
communication between the City and R.E.Y., including
face-to-face meetings, phone calls, emails, written
documentation, and web meetings to meet the
project needs.
Assign technical staff with the appropriate level of
expertise who can develop and deliver submittals
correctly the first time and avoid costly rework.
Regularly compare the contracted scope and budget vs. actual real-time costs.
Conduct frequent project team meetings to facilitate
open discussion, make informed decisions and obtain
team consensus on solutions. Develop meeting summaries
with action items defined. The schedule, including
milestones and deliverables, is discussed at every
meeting. We have found that setting up standing, biweekly check-in calls is an excellent way to keep projects progressing.
Develop thorough meeting minutes to hold team
members accountable to specifically identified deadlines and decisions.
Consistently use project tracking tools, such as monthly progress reports and schedule updates. These documents
are frequently maintained, submitted to all team
members, and discussed at team meetings to ensure all
issues are addressed and tasks are successfully completed. Schedule QC activities in the project schedule, including both the internal design team and external QC reviews so that it is clear when designs need to be completed.
Be accountable to the City with respect to completing the contract scope of work to the City's satisfaction
within the contract budget.
APPROACH TO SCOPE OF WORK
Aerial Mapping and Photogrammetry
R.E.Y. provides high-accuracy aerial mapping and
photogrammetry services to support a wide range of projects, including land development, infrastructure planning, and environmental monitoring. Our team applies industry best practices and advanced technologies to develop precise
mapping products that meet project-specific accuracy and detail requirements.
Photogrammetric projects must be properly planned to
achieve requisite accuracy standards. Critical elements such as project purpose, integration of prior work products, map scale, contour interval, geographic coverage, and
photography specifications all play a role in determining the most effective approach. These factors influence key
technical decisions, including photo overlap, flying height, geometric strength of photo blocks, terrain variation, ground control placement, and aero-triangulation. Careful planning allows for cost-effective and efficient project execution while maintaining high-quality deliverables.
Throughout the process, industry-standard QA/QC
procedures are applied to verify accuracy and detail.
Once aerial mapping is compiled, field verification using ground survey techniques is conducted to validate results.
This multi-step approach enhances the reliability of the final mapping products.
R.E.Y. also provides Construction Photogrammetry for
contractor quantity checks, payment verification, project documentation, and incremental design adjustments.
These services are particularly valuable for projects such as
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subdivisions, levee work, and large-scale infrastructure improvements. R.E.Y. performed photogrammetric surveys
for the Oroville Dam Spillway Repair project, supporting progress tracking and efficiency throughout construction.
DELIVERABLES:
Orthophotos and digital terrain models (DTMs)
Contour maps and topographic mapping
Aero-triangulation reports and accuracy validation
3D surface models and volumetric analysis
EXPECTED TIME OF COMPLETION:
Varies based on project scope, geographic area, and data processing requirements; typically ranges from a few weeks to several months.
ALTA Surveys
R.E.Y. provides ALTA/NSPS Land Title Surveys for
commercial, industrial, and residential properties, supporting real estate transactions, land development, and financing requirements. Our team has extensive experience delivering ALTA surveys that meet the American Land Title
Association (ALTA) and National Society of Professional Surveyors (NSPS) standards, as well as lender and title company specifications.
Each ALTA survey is tailored to the specific needs of the client and project, incorporating critical elements such as boundary resolution, easements, rights-of-way, encroachments, and site improvements. We work closely with title companies, lenders, and legal professionals to compile and analyze title commitments, recorded documents, and other relevant
records. The survey process includes thorough field data collection using advanced surveying equipment, followed by a detailed review to confirm all applicable ALTA Table A
requirements are met.
R.E.Y. applies rigorous QA/QC procedures throughout the mapping process to produce accurate, high-quality
deliverables. Our team is experienced in coordinating with multiple stakeholders to facilitate timely survey
completion and avoid delays in property transactions or development planning. Recent local ALTA surveys include the 1640 Broadway and 1889 Harrison projects in
downtown Oakland.
DELIVERABLES:
Certified ALTA/NSPS Land Title Survey
Boundary, easement, and encroachment mapping
Legal descriptions and plat maps
Coordination with title companies and lenders
EXPECTED TIME OF COMPLETION:
Varies based on project size, complexity, and title review process; typically ranges from a few weeks to several months.
As-Built Surveys
R.E.Y. understands that construction verification and as-built surveys are critical QA/QC tools that help prevent costly construction delays, misplacement of improvements,
improper construction, and quantity discrepancies.
These surveys are time-sensitive, requiring a responsive and experienced team to deliver accurate and efficient results.
To meet these demands, R.E.Y. will deploy properly trained field staff equipped with the latest surveying technology to provide real-time results to inspectors and designers. We will pre-calculate horizontal and vertical alignments for the improvements and preload these calculations into our
surveying instruments. Our field staff will maintain close communication with office personnel via smartphones and laptops, providing direct access to design drawing files and our office server for seamless coordination. All field-collected data and calculations will undergo secondary QA/QC checks by qualified office staff to maintain precision and reliability.
As-built surveys, conducted during and after construction, play a key role in monitoring for movement, redesigning improvements due to unforeseen constraints, and updating Record Drawings. R.E.Y. has extensive experience in
high-precision monitoring surveys, supporting projects in levees, pipelines, bridges, tunnels, and rail infrastructure.
Our team will dispatch experienced personnel to efficiently complete the work while maintaining strict QA/QC protocols.
Additionally, we are adept at delivering survey results in multiple formats (AutoCAD, Excel comparisons, etc.) to
facilitate clear interpretation and decision-making for end-users. We have been performing construction as-built surveys to support the VTA project team for both phases of the BART Extension from Fremont to the San Jose Airport.
DELIVERABLES:
Field notes and sketches
Raw field point ASCII files
AutoCAD Civil 3D file (fully processed and layered per City standards)
EXPECTED TIME OF COMPLETION:
Varies based on project size and complexity; typically ranges from a few days to several weeks.
Boundary Surveys
The key to providing and performing property boundary
surveys is conducting thorough research, diligent fieldwork, and applying proper judgment and analysis of the
information. Our team has substantial experience in all of these areas. We also understand that a solid boundary survey will lay the foundation for land acquisition, design,
maintenance, and construction of the project.
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The following is a list of the major workflow tasks required for a boundary analysis:
1. Task Order Development with the City
Scope
Cost
Schedule
2. Research of Available Information
Record documents and maps
Unrecorded documents and maps
Title reports and exceptions
Horizontal and vertical control
Create database requirements
3. Composite Record Mapping
Track junior/senior rights and simultaneous
conveyances
Integrate documents and maps into CAD
and database
Identify property and easement rights issues
Create database
4. Office Preparation of Field Activities
Identify controlling and secondary monuments
Calculate search ties for controlling and
secondary monuments
Identify potential safety concerns, processes,
and procedures
Identify field crew and equipment necessary for
the survey
Coordinate with the City and property owners
Integrate QA/QC using R.E.Y. procedures and checklist
5. Field Activities to Locate Monuments of Record
Implement safety procedures
Search for and locate sufficient control
Locate monuments using established procedures
Identify property rights issues such as improvements
and access
Document procedures, methods, and data
Integrate QA/QC using R.E.Y. procedures and checklist
6. Office Reduction of Field Work
Adjust and analyze control and field surveys
Resolve differences between record and
measured data
Compare record positions of monuments to fieldlocated positions Determine if additional fieldwork is necessary
Identify gaps and overlaps
Integrate QA/QC using R.E.Y. procedures and checklist Update client staff on progress of Task Order and
request feedback
Adjust and analyze control and field surveys
7. Hard Copy and Monument Mapping
Create final boundary mapping
Prepare closures
Update client staff on progress of Task Order and
request feedback
8. Record of Survey Preparation
Set new monuments
Draft Record of Survey per guidelines
Update client staff on progress of Task Order and
request feedback
R.E.Y. has substantial experience completing these steps for many cities, counties, public agencies, and
private developments.
DELIVERABLES:
Deliverables vary by project phase, from a composite base map in AutoCAD Civil 3D (which includes resolved property and right-of-way lines and their relationship to found
monumentation) to a recorded Record of Survey or Corner Record for code compliance. All survey documents will be provided to the City for future reference.
EXPECTED TIME OF COMPLETION:
Completion is highly dependent on the scope, size, and
complexity of the project. Most projects can be completed within a few weeks.
Construction Staking
R.E.Y. provides construction staking services upon request, including the preparation of survey notes, cut/fill notes, staking for rough grade, finish grade, final staking positions, as-built surveys, and other services to meet the City's or contractors’ construction schedules. Our services encompass horizontal control, vertical control, clearing, grading, utility, structure, right-of-way, monitoring, and as-built surveys.
Our field crew is on-site and setting stakes within 48 hours of receiving a request. Office staff will perform initial
calculations to address potential questions or discrepancies before fieldwork begins, preventing downtime. We equip
field crews with flexible packages that allow adjustments based on existing conditions. All points staked, both
horizontally and vertically, are recorded and available for submittal upon request.
R.E.Y. coordinates directly with the resident engineer or inspector and contractor to confirm that all services meet the required accuracy standards. We are experienced in working with contractors using Automated Machine Guidance (AMG) technology and can assist with 3D digital terrain models for efficient project delivery. Our office and field teams are strategically located to minimize costs and maximize
efficiency for City projects.
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Clear, concise construction staking notes and cut sheets are vital to proper construction and can be used by inspectors and City staff to resolve issues if construction discrepancies arise. Our office staff maintains organized and updated files to base calculations on the latest design. These files are regularly cross-referenced with the paper plans to reflect design revisions during construction.
DELIVERABLES:
AutoCAD Civil3D field staking plots
Cut sheets
Field stakes
EXPECTED TIME OF COMPLETION:
Stakes will be set within 48 working hours of request, with deliverables provided upon completion to the City.
Final Map Review
R.E.Y. has extensive experience reviewing Final Maps for compliance with the California Subdivision Map Act, local municipal codes, and agency-specific requirements.
Our team plays a critical role in the land development process by verifying that lot configurations, easements, rights-of-way, and boundary closures are accurate and legally sound
before recordation.
Our approach to Final Map review includes a detailed
examination of mathematical accuracy, consistency with
approved Tentative Maps, and conformance with
governing subdivision regulations. We confirm that all
required certificates, statements, and dedications are
properly included, and we coordinate closely with City staff, developers, and other stakeholders to facilitate an efficient review process.
R.E.Y. utilizes AutoCAD Civil 3D and other industry-standard tools to perform boundary and closure checks, validating survey accuracy and compliance with the City’s CAD and GIS standards. Our experienced staff will provide timely
feedback and recommendations to resolve any
discrepancies efficiently, preventing delays in map
approval and recordation. R.E.Y. has substantial
experience in review map and other surveying products for cities throughout the Bay Area and Central Valley.
DELIVERABLES:
Comprehensive review comments and redlines
Boundary closure and mathematical check reports
Verified compliance with local and state
subdivision regulations
Final Map review summary report
EXPECTED TIME OF COMPLETION:
Varies based on project complexity and number of review cycles; typically ranges from a few days to several weeks.
Final Mapping
R.E.Y. provides comprehensive Final Mapping services,
guiding projects from the Tentative Map stage through
recordation. Our team has extensive experience preparing Final Maps that comply with the California Subdivision
Map Act, local ordinances, and agency requirements.
We work closely with City staff, developers, and engineers to complete the mapping process efficiently and accurately.
Our services include boundary resolution, preparation of legal descriptions, easement dedication mapping, and coordination with reviewing agencies. We conduct thorough mathematical closure checks and verify that all required certificates, statements, and dedications are properly included.
By leveraging AutoCAD Civil 3D and other industry-standard tools, we create precise and compliant mapping deliverables that meet City and County standards.
R.E.Y. is committed to delivering high-quality maps that reflect approved Tentative Maps and subdivision
improvement plans. Our team maintains open
communication with all stakeholders to address revisions promptly, avoiding unnecessary delays in the approval and recordation process. We understand the local nuances and requirements garnered from the preparation of Final Maps MH
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for past projects throughout the Bay and Central Valley for private developers and public agencies.
DELIVERABLES:
Final Map prepared per agency requirements
Boundary closure and mathematical check reports
Legal descriptions and plat maps for easements
and dedications
Final Map submittals and coordination with reviewing
agencies
EXPECTED TIME OF COMPLETION:
Varies based on project complexity and agency review
timelines; typically ranges from several weeks to months.
Flood Certifications
R.E.Y. provides professional flood certification services to support property owners, developers, and public agencies in assessing flood risk and complying with regulatory
requirements. Our team has extensive experience preparing FEMA Elevation Certificates, Letters of Map Amendment
(LOMA), and other flood-related documentation needed for insurance, permitting, and development approvals.
Our services include field surveys to establish accurate elevation data, analysis of FEMA Flood Insurance Rate Maps (FIRMs), and coordination with local agencies and FEMA.
We verify structure and site elevations relative to the Base Flood Elevation (BFE) and prepare the necessary
documentation for submission. By leveraging advanced
surveying technology, R.E.Y. delivers precise elevation data and flood certifications that meet agency standards.
R.E.Y. works closely with property owners, engineers, and regulatory agencies to provide clear and accurate flood certification reports. Our expertise allows us to streamline the process, helping clients navigate flood zone
requirements and minimize unnecessary insurance costs
or development restrictions.
DELIVERABLES:
FEMA Elevation Certificates
Letters of Map Amendment (LOMA) and Letters of Map
Revision (LOMR)
Flood zone determinations and analysis reports
Elevation surveys and supporting documentation
EXPECTED TIME OF COMPLETION:
Varies based on project scope and agency review timelines; typically ranges from a few weeks to several months.
Global Positioning System (GPS) Surveys
R.E.Y. provides Global Positioning System (GPS) survey
services to support high-accuracy mapping, boundary
determinations, and infrastructure projects. Utilizing the latest GPS technology, our team performs both static and real-time kinematic (RTK) surveys to gather precise location data for a wide range of applications, from land surveying to construction staking and geospatial analysis.
Our GPS surveys are conducted using advanced GPS receivers and base stations that capture highly accurate geospatial data, typically down to millimeter-level precision. For projects requiring real-time data collection, R.E.Y. uses RTK GPS systems, which allow field crews to acquire coordinates in real-time, making them ideal for construction staking,
boundary resolution, and other time-sensitive projects.
We also conduct static GPS surveys for more complex or
large-scale projects, where data is collected over a longer period to achieve the highest possible accuracy. These
surveys are ideal for geodetic control, monitoring, and other precision applications that require a high level of accuracy and consistency over time.
R.E.Y. applies rigorous QA/QC procedures during GPS data collection to verify positional accuracy and confirm the quality of measurements. Our team also integrates GPS data seamlessly into AutoCAD Civil 3D or other project software to create precise deliverables that meet the needs of clients, engineers, and planners. R.E.Y. has the expertise to handle projects of any scale using GPS, demonstrated by our
completion of 3D control networks for the Town of
Hillsborough and the City of Burlingame.
DELIVERABLES:
GPS survey data in formats compatible with project
design software (e.g., AutoCAD Civil 3D)
Survey reports and data logs
Geospatial maps, including boundary determination and site features
Real-time GPS staking for construction and
boundary projects
MH
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EXPECTED TIME OF COMPLETION:
Varies based on project size, location, and data collection requirements; typically completed within a few days to
several weeks, depending on the complexity of the survey and site conditions.
LAFCO Mapping / Descriptions
R.E.Y. provides specialized LAFCO Mapping and Descriptions services to support the establishment or modification of local agency boundaries, including annexations, detachment, and sphere of influence determinations. Our team has extensive experience working with Local Agency Formation
Commissions (LAFCO) to prepare and process the required maps and legal descriptions that comply with state and
local regulations.
We begin by reviewing project requirements and existing boundary information, working closely with local agencies, planners, and legal professionals to gather the necessary data. Our field surveys are conducted using advanced
surveying equipment to accurately document the boundaries of proposed areas, including properties, districts, or municipal boundaries. This data is then used to generate precise maps and legal descriptions that clearly define the boundaries, consistent with LAFCO policies.
R.E.Y. prepares LAFCO compliant maps that depict the
boundaries of areas being annexed, detached, or affected by a sphere of influence change. These maps are essential for filing with LAFCO and facilitating the approval process.
Additionally, our team prepares legal descriptions that detail the exact locations and measurements of these boundaries, further supporting the formal application process for
boundary adjustments.
Throughout the process, R.E.Y. adheres to local agency and LAFCO requirements to produce maps and descriptions that meet all technical and regulatory standards. Our team
provides guidance and support during the review and
approval stages to resolve any issues or discrepancies that may arise.
DELIVERABLES:
LAFCO-compliant boundary maps
Legal descriptions of annexed, detached, or
modified areas
Coordination with LAFCO for submission and approval
Final maps for filing with appropriate agencies
EXPECTED TIME OF COMPLETION:
Timeframe depends on project scope, complexity, and LAFCO review processes; typically ranges from several weeks to a few months, based on the nature of the boundary
adjustment and agency timelines.
Leveling Surveys
R.E.Y. specializes in Leveling Surveys to accurately measure differences in elevation over a specified distance, supporting projects that require precise vertical control. Our leveling surveys are used for a variety of applications, including construction, floodplain analysis, drainage planning, and infrastructure projects. We utilize high-precision instruments and techniques to gather vertical data that meets the
accuracy requirements of the project.
Our team employs digital automatic levels, barcode rods (multi piece and/or calibrated invar rods), and GPS-based leveling systems to collect elevation data with high precision.
The data is used to determine the relative height of specific points along a project site, which is essential for creating accurate grading plans, verifying structural tolerances, and ensuring proper drainage or flood control measures.
R.E.Y. is experienced in conducting both closed-loop and differential leveling surveys. Closed-loop leveling is ideal for projects where elevation differences must be measured over long distances, ensuring that errors are minimized through redundant checks. For differential leveling, the focus is on determining the elevation difference between two points, often used for more localized or specific tasks.
The results from our leveling surveys are compiled and
processed into detailed reports and maps, which clearly show the vertical control data and provide essential information for engineers, architects, and other professionals involved in the design and construction process. R.E.Y. has conducted over 750 miles of precise digital leveling surveys for Valley Water in Santa Clara County, supporting their benchmark
maintenance program. Additionally, for the past ten years, R.E.Y. has maintained the vertical control network for the BART Extension from Fremont to San Jose.
DELIVERABLES:
Leveling survey data, including elevation points
and discrepancies
Detailed leveling reports and maps
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Data integration into project design software
(e.g., AutoCAD, Civil 3D)
Quality control verification of leveling measurements EXPECTED TIME OF COMPLETION:
The completion time varies based on project size and scope; typically ranges from a few days to several weeks, depending on the extent of the survey area and the complexity of the elevation measurements.
Lot Line Adjustments / Lot Mergers
R.E.Y. specializes in providing Lot Line Adjustments and Lot Merger services to support property boundary
modifications for development, land use planning, and real estate transactions. Our team has extensive experience
working with local agencies and jurisdictions to navigate the processes of modifying property lines or combining parcels in accordance with municipal and county requirements.
For Lot Line Adjustments, we conduct thorough field surveys to establish the precise boundaries of adjacent parcels.
By reconfiguring property lines, we help clients achieve more optimal land use or resolve boundary issues. We work closely with planning departments, local agencies, and legal
professionals to prepare the required maps and legal
descriptions to document the changes. The final product is then submitted to the appropriate agencies for approval and recording.
Lot Mergers involve the consolidation of two or more
adjacent parcels into a single parcel. Our team provides the necessary survey data, legal descriptions, and mapping to support the merger process, which often involves both
technical and administrative steps. R.E.Y. prepares the required documentation, which is then submitted to local planning authorities and recorded with the County Recorder’s Office once approved.
Throughout the process, R.E.Y. coordinates with local zoning and planning departments to address any requirements and assist in resolving potential conflicts or concerns that may arise during the review process. A recent example of this expertise is the Lot Line Adjustment completed for VTA, merging and adjusting multiple parcels at the BART Warm Springs Station in Fremont.
DELIVERABLES:
Lot line adjustment and merger maps, including
legal descriptions
Survey data documenting boundary changes
Coordination with local agencies for approval and filing Final recorded maps for client records
EXPECTED TIME OF COMPLETION:
Timeframe varies based on project complexity, jurisdiction requirements, and approval processes; typically ranging from several weeks to a few months, depending on the
scope of the adjustment or merger and the local agency
review timeline.
Utility Surveys
Utility surveys are conducted to identify, map, and document existing underground and aboveground utilities in support of design, construction, and infrastructure improvement
projects. R.E.Y. performs utility investigations using available record information, field markings provided through utility locators, visible surface features, and subsurface utility engineering (SUE) coordination when required. Survey crews field locate utilities using GPS RTK, total stations,
conventional methods, and other appropriate technologies based on site conditions and project requirements.
Where potholing or vacuum excavation is performed by
others, R.E.Y. surveys exposed utility locations and elevations for incorporation into project mapping and design files. Utility information is processed using established project control and integrated into AutoCAD Civil 3D deliverables for use by the design team. R.E.Y. has completed utility survey services throughout California for clients including PG&E, VTA,
Caltrans, municipalities, and other public agencies.
DELIVERABLES:
AutoCAD Civil 3D drawings
Utility mapping and exhibits
Field notes, sketches, and photographs
EXPECTED TIME OF COMPLETION:
Field-located utility information is typically processed and incorporated into project deliverables within one to two business days following completion of field work.
Preparation of Plats and Legal Descriptions
R.E.Y. has provided thousands of legal descriptions and plats for both public and private clients throughout California to support projects involving property acquisition, disposal, relinquishment, reconfiguration, and temporary or
permanent easements. Legal descriptions and plats are
reviewed using standard checklists by a professional land surveyor prior to submittal. We understand the importance of clear and concise descriptions that can withstand legal scrutiny and are easily identifiable as unique locations.
All legal descriptions and exhibits are reviewed, signed, and stamped by one of our California Professional Land Surveyors prior to distribution. Recently, R.E.Y. has completed Legal Descriptions and Plats for both the City of Mountain View and Town of Hillsborough to support their infrastructure and utility upgrade projects.
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DELIVERABLES:
Legal description in Microsoft Word and Adobe formats Plat for the legal description in AutoCAD Civil 3D
and Adobe formats
Mathematical closure in Adobe format
All record information used to prepare the legal
description and plat will be included in the deliverable package
EXPECTED TIME OF COMPLETION:
Completion time is typically 5-10 working days, depending on the scope.
Processing with County Recorder's Office
R.E.Y. provides comprehensive services for processing land documents with the County Recorder's Office to facilitate the official recording of surveys, maps, and legal documents.
Our team has extensive experience navigating the procedures and requirements of County Recorder's offices throughout Northern California, with a strong track record of filing all necessary documents accurately and on time.
We assist clients with preparing and submitting survey plats, boundary maps, subdivision maps, easements, and other
legal documents required for official recordation. Our team carefully reviews all documentation to verify compliance with local, state, and county regulations. We also work closely with county officials to resolve any discrepancies or questions that may arise during the review process.
R.E.Y. has a strong understanding of the intricacies involved in the document recording process. This includes accurately completing forms, coordinating necessary signatures, and facilitating the smooth processing of documents through the recorder’s office. Our expertise helps streamline the process, avoid delays, and support proper indexing of records for future reference.
Additionally, we track the progress of recorded documents and provide clients with confirmation once the filing process is complete. This allows stakeholders to move forward with development or transaction activities without
unnecessary delays. Currently R.E.Y. is supporting the VTA BART Extension Project Phase II with the preparation and subsequent processing of a 72-page Record of Survey which will memorialize the project Right-of-way, control, property acquisition and disposition.
DELIVERABLES:
Recorded documents and maps
Confirmation of filing and document receipt
Coordination with County Recorder's office for
document submission
Final copies of recorded maps or documents
EXPECTED TIME OF COMPLETION:
Varies based on County processing times and document
complexity; typically ranges from a few days to several weeks, depending on the specific requirements of the
recorder’s office.
Provision of Title Reports
R.E.Y. offers comprehensive title report services to support property transactions, land development, and legal
proceedings. Our team collaborates with title companies and legal professionals to provide accurate and thorough title reports that outline property ownership, encumbrances,
easements, liens, and other critical factors that may impact property rights or development potential.
We begin by requesting title reports from trusted title companies, reviewing public records, and verifying property descriptions to provide a complete picture of the title status.
Our team analyzes the report to identify key issues such as unresolved claims, ownership disputes, easement rights, and other potential title defects that may need to be addressed before proceeding with development, construction, or
property transfer.
In addition to reviewing title reports, R.E.Y. offers mapping support to illustrate easements, boundary lines, and
encroachments referenced in the report. We provide clear, professionally drafted maps that aid in understanding the scope and implications of title issues. This mapping support is crucial for real estate transactions, land acquisition, and development planning.
R.E.Y. works closely with clients to address title concerns, providing solutions and strategies to resolve conflicts or discrepancies. Our team offers guidance on the steps
required to clear title defects and facilitate smooth
property transactions. R.E.Y. has completed these services for many developers, local cities, and state agencies including the California Department of General Services for both the
Fremont School for the Blind and Deaf and the
Sonoma Development Center.
DELIVERABLES:
Title reports and summaries
Identification of encumbrances, liens, easements,
and restrictions
Mapping of title report elements, including easements and boundary lines
Support in addressing title concerns and
resolving conflicts
EXPECTED TIME OF COMPLETION:
Varies based on the complexity of the property and title report review; typically ranges from a few days to several
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weeks, depending on the title company's processing time and the nature of the report.
Record of Survey Mapping / Corner Records
R.E.Y. specializes in providing Record of Survey and Corner Record mapping services to meet legal and regulatory
requirements for land development, property boundary
determination, and land use planning. Our team is
experienced in preparing accurate and professionally
prepared survey maps that document land boundaries and
property corners in compliance with California’s Business and Professions Code and local County regulations.
We begin by conducting field surveys to establish the precise location of property boundaries, corners, and other relevant features. Our surveyors use state-of-the-art equipment, including robotic total stations, GPS, and LiDAR technologies, to gather high-accuracy data that is critical for creating a legal record of land boundaries. Once data
collection is completed, our team
prepares a detailed Record of Survey
Map, which is then filed with the
appropriate County Recorder’s Office.
This map provides an official record of
the survey and acts as a legal document
to clarify boundary locations for
future reference.
For Corner Records, we document the
location and condition of property
corner monuments. These records are filed with the County Surveyor’s Office and help establish the official position of land corners, serving as a key reference for property owners, developers, and legal professionals.
R.E.Y. also provides support in the review and resolution of any discrepancies or questions that may arise regarding the survey data. Our team works closely with clients, legal professionals, and local agencies to address issues and verify that all necessary documentation is completed and filed accurately. These services have been performed for private and public clients including Caltrans District 4 where we have performed these services throughout all nine
Bay Area Counties.
DELIVERABLES:
Record of Survey maps, filed with the County Recorder’s Office
Corner Records, documenting the location and
condition of property corners
Legal descriptions of surveyed properties
Coordination with County Surveyor’s Office for map
filing and verification
EXPECTED TIME OF COMPLETION:
Varies based on project complexity and regulatory review times; typically ranges from several weeks to a few months, depending on the County's processing time and the size of the survey area.
Research of Existing Utilities Information or Base Maps R.E.Y. provides comprehensive research and analysis of
existing utilities and base maps to support land development, infrastructure, and design projects. Our experienced team works closely with engineers, planners, and architects to gather and assess relevant utility data, resulting in accurate representation of existing systems, infrastructure, and conditions throughout the project design process.
We begin by researching available utility records, as-built drawings, and publicly available base maps from local
agencies, utility providers, and municipalities. Our team contacts utility companies, local
governments, and other stakeholders
to gather the most up-to-date and
accurate information about utility
locations, specifications, and
conditions. When necessary, we also
perform field investigations and
coordination with utility
representatives to supplement and
verify existing data.
By integrating utility information into
comprehensive base maps, R.E.Y. provides critical insights that support effective project planning, design, and
implementation. We leverage advanced surveying
technologies, such as terrestrial and mobile LiDAR, GPS, and total stations, to accurately map the existing utilities and surrounding features. This approach minimizes the risk of utility conflicts, delays, and change orders during the design and construction phases.
Additionally, R.E.Y. applies a robust QA/QC process to verify all utility data for accuracy, consistency, and completeness.
Our team cross-references newly collected data with existing plans and conducts field checks to validate the information.
While R.E.Y. has decades of experience providing these
services, we have partnered with PG&E since 2011, mapping critical infrastructure improvement projects across
Northern California and the Bay Area through consecutive on-call contracts.
DELIVERABLES:
Updated base maps incorporating utility locations and features
As-built utility data, including location, depth,
and specifications
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Utility conflict analysis and recommendations
Integration of utility information into AutoCAD Civil 3D, MicroStation, or other project formats
EXPECTED TIME OF COMPLETION:
Varies depending on project complexity and scope of
research; typically ranges from a few days to several
weeks, with delivery timelines coordinated to meet City project schedules.
Right-of-Way / Appraisal Mapping
R.E.Y. provides professional Right-of-Way (ROW) and
appraisal mapping services to support land acquisition, infrastructure projects, and legal proceedings.
Our experienced team works closely with property owners, developers, and legal professionals to define and document the boundaries of rights-of-way, easements, and property ownership for project planning, negotiation, and
regulatory compliance.
Our approach begins with a thorough review of property
records, plats, and legal descriptions. We then conduct field surveys to capture accurate data on property boundaries, existing infrastructure, and potential encroachments.
Using advanced surveying equipment such as GPS, robotic total stations, and LiDAR, R.E.Y. collects precise
measurements and identifies key features within the ROW or property boundaries.
In addition to boundary determination, R.E.Y. supports the appraisal process by providing detailed mapping that
assists appraisers in assessing property value.
We document easements, encroachments, and property
access points to clarify ownership and usage rights. R.E.Y. works with legal teams to create clear and accurate maps that can be used in negotiations, legal documentation, and compensation assessments.
Our team also applies a thorough QA/QC process to verify the accuracy and completeness of all ROW and appraisal mapping data. By cross-referencing field data with historical records and legal descriptions, we minimize the risk of errors and conflicts during the acquisition process.
DELIVERABLES:
Right-of-way and easement boundary maps
Legal descriptions and plat maps
Appraisal support mapping for property valuations
Integration of ROW data into AutoCAD Civil 3D or other formats
EXPECTED TIME OF COMPLETION:
Varies based on project complexity and scope; typically ranges from a few weeks to several months, with delivery times coordinated to meet project schedules.
Topographic Design Surveys
R.E.Y. is well versed in performing and delivering topographic mapping, for both in-house use and for use by other end users. We have a complete understanding and extensive
experience in successfully implementing topographic
surveying and mapping for CIP projects throughout Northern California. All successful projects begin with a thorough understanding of the needs of the end users and the specific deliverables. The following tasks are typically necessary for all topographic surveys but can be modified for each project’s specific needs.
Project Planning: Define the project's purpose, scope,
accuracy standards and deliverables | Determine the survey area and boundaries | Identify any special requirements or features that need to be captured.
Data Collection Method: R.E.Y.’s modernized technological capabilities allow us to select the most appropriate methods for each project, including Conventional Surveys, Terrestrial Laser Scanning (TLS), Mobile Terrestrial Laser Scanning (MTLS), Aerial Laser Scanning (ALS) from UASs, bathymetric scanning, and traditional photogrammetric mapping.
Project Survey Control: Accurate control networks are
established prior to deploying any data collection method.
When existing project control is available, we recover and densify those points to maintain consistency with previous surveys. Established control is compiled into a Survey Control Plan Sheet for inclusion in the project plan set.
Topographic Mapping: Data collected from the selected
survey methods is compiled into a 3D CAD template
identifying existing features such as underground and
overhead utilities, drainage facilities, signing and striping, fences, trees, curb and gutter, pavement edges, driveways, grade breaks, ditches, slopes, structures, banks, spot
elevations, and other relevant design features used to
develop an accurate ground surface with contours. TLS,
MTLS, and ALS methods are typically supplemented with
conventional surveys to verify utilities and capture areas obstructed by terrain, vehicles, or other site features.
DELIVERABLES:
Field notes and sketches
Raw field point ASCII files
AutoCAD Civil 3D file (fully processed and layered per City standards)
EXPECTED TIME OF COMPLETION:
Varies based on project size and complexity; typically ranges from a few days to several weeks
Deformation / Settlement Monitoring
R.E.Y. provides deformation and settlement monitoring
surveys for infrastructure, utility, transportation, and
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construction projects. Services include establishment of survey control, monitoring point observations, movement analysis, and reporting using high-precision total stations, digital levels, GNSS equipment, and other appropriate
technologies. Monitoring data is reviewed through
established QA/QC procedures to identify movement trends and support project evaluation and decision-making.
DELIVERABLES:
Monitoring point coordinates and elevation data
Movement comparison reports and summary tables
AutoCAD Civil 3D drawings and exhibits
Field notes, sketches, and photographs
EXPECTED TIME OF COMPLETION:
Initial monitoring setup is typically completed within several days, with ongoing observations and reporting performed at intervals established by the project team.
Monumentation
R.E.Y. provides monumentation services for boundary,
right-of-way, subdivision, and infrastructure improvement projects. Services include monument research, recovery, verification, replacement, preservation, and documentation in accordance with the California Professional Land
Surveyors’ Act and Subdivision Map Act. Survey monuments are tied to established project control and documented for mapping, design, and recordation purposes.
DELIVERABLES:
Corner Records and Records of Survey
Monument tie sheets and control reports
AutoCAD Civil 3D drawings and exhibits
Field notes and monument documentation
EXPECTED TIME OF COMPLETION:
Most monumentation services are completed within several days to a few weeks depending on project complexity, field conditions, and agency filing requirements.
4. QA/QC & SCHEDULE ADHERENCE
R.E.Y.’s quality management plan is a key part of our
approach to delivering accurate, reliable, and timely
surveying services. While the terms quality assurance (QA) and quality control (QC) are often used interchangeably, R.E.Y. distinguishes them as follows:
Quality Assurance measures occur throughout the project and provide a qualitative assessment of the reliability and accuracy of the work product. QA is accomplished through mathematical testing of redundant or overlapping data,
comparison with independently generated data, and
independent review by qualified staff not directly involved in the task.
Quality Control measures are incorporated into every phase of project execution to identify and correct defects before deliverables are submitted. QC includes use of appropriate procedures, built-in redundancies, and project-specific workflows tailored to the scope and accuracy requirements.
QUALITY ASSURANCE
Error and Blunder Checks
Data is reviewed for systematic errors and inconsistencies through calibration checks, redundant observations, and comparison with external datasets. Typical checks include RTK verification, instrument calibrations, overlapping LiDAR or photogrammetry coverage, and comparison against GIS or survey control data.
Analytical Performance Tests
Where applicable, R.E.Y. applies industry-standard accuracy testing procedures, including the American Society for
Photogrammetry and Remote Sensing (ASPRS) and the
Federal Geographic Data Committee (FGDC) methodologies, to quantify overall data reliability and accuracy.
Peer Review
Independent peer review is incorporated into each project under the direction of QA/QC Manager Brian Thionnet, PLS.
Reviews are conducted at established milestones and include checks for completeness, accuracy, and compliance with
client requirements and applicable standards.
QUALITY CONTROL
Identify Project Requirements
Each task begins with a detailed review of the scope,
standards, deliverables, and schedule requirements.
Any ambiguities are discussed with the City before
work proceeds.
Select Best Practices
Project managers evaluate the most appropriate survey
methods, equipment, and workflows based on site
conditions, required accuracy, schedule, and deliverable requirements.
Design Redundancies
Field and office procedures are designed with built-in
redundancies to support verification and testing. Examples include closed level loops, redundant GNSS observations, overlapping LiDAR coverage, and independent control checks.
SCHEDULE ADHERENCE
R.E.Y. manages schedules through defined task assignments, internal milestone tracking, and regular communication with the City. Our project managers monitor progress throughout each task order to maintain responsiveness, support City priorities, and deliver completed work products within
agreed-upon timelines.
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5. ACCOUNTING AND
BILLING PROCEDURES
R.E.Y. is a well-established and financially responsible firm with extensive experience providing services to public
agencies and private clients throughout California.
Our accounting and financial management procedures
comply with applicable public agency contracting
requirements, including federally funded project
requirements associated with 48 CFR Part 16.301-3,
48 CFR Part 31, and 2 CFR Part 200.
Client invoices are processed monthly through R.E.Y.’s
headquarters in Folsom, where both project accounting staff and project managers review invoices for accuracy, task order compliance, labor classifications, reimbursable
expenses, and contractual requirements prior to
submission. Invoices are typically submitted during the second week of the month for services performed during the previous billing cycle unless alternate billing schedules are requested by the client.
R.E.Y. understands the importance of accurate invoicing, clear documentation, and timely billing for municipal on-call contracts. Our accounting procedures are structured to
provide straightforward and easy-to-review invoices that include task order tracking, labor hours, progress summaries, reimbursable expenses, and subconsultant coordination, as requested by the City. Any subconsultant services are
reviewed and coordinated through R.E.Y.’s project
management and accounting teams to provide the City with a single, organized invoice reflecting all services completed during the billing period.
R.E.Y. utilizes Ajera project management and accounting software to monitor project budgets, labor utilization, task order status, schedules, and expenditures across concurrent assignments. This system allows project managers to
efficiently track progress against established budgets and project schedules, helping maintain timely project delivery, accurate reporting, and effective management of ongoing on-call assignments.
6. REFERENCES
CITY OF PITTSBURG
Jolan Longway, Development Services Supervisor
[email protected]
On-Call Engineering, City Surveyor & Land Surveying Services Pittsburg, CA | $800K Contracted/$317K Billed | Ongoing Services: Project Management Coordination with City, County, and State Legal Descriptions Plat Maps Tentative Map Reviews Final Map Reviews Easement Reviews Parcel Map Waivers Lot Line Adjustments Title Reviews Personnel: Dan Bustamante, PLS | Mike Shoup, PLS | Joe Feyder, PLS
COUNTY OF SAN JOAQUIN
Robert Davalos, Community Infrastructure Eng. Mgr.
[email protected]
LEAP Storm Drain Studies
San Joaquin County, CA | $109.8K Contracted/$109.1K Billed | 2024 Services: Preliminary Research and Record Data Review Topographic Surveys and Base Mapping Utility Investigation and Mapping Field Investigation and Infrastructure Verification Boundary Research and Parcel Review Drainage Facility Mapping Drainage System Capacity Analysis Development Potential Assessment Infrastructure Improvement Recommendations County Staff & Utility Agencies Coordination Personnel: Joe Feyder, PLS
CENTRAL CONTRA COSTA SANITARY DISTRICT
Greg St. John, PLS, Supervising Land Surveyor
[email protected]
On-Call Land Surveying Services
Contra Costa County, CA | $687.6K Contracted/$687.4K Billed | 2021 Services: As-built Surveys Utility Surveys Staff Augmentation (field and office) Title Research Records of Survey Topographic Surveys & Mapping Monument Preservation Corner Records Terrestrial LiDAR Scanning Personnel: Dan Bustamante, PLS | Mike Shoup, PLS | Joe Feyder, PLS
7. LITIGATION HISTORY
R.E.Y. has had no terminations for default, judgments, or litigation by or against the firm related to professional services contracts within the past five (5) years.
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STATEMENT OF QUALIFICATIONS FOR
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E. Resumes for Key Staff
R.E.Y. ENGINEERS, INC.
CIVIL ENGINEERING I LAND SURVEYING I REMOTE SENSING
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Dan Bustamante, PLS
Project Manager
Profile
Daniel (Dan) Bustamante, PLS, has over 35 years of project management experience in all facets of land surveying. His expertise includes the coordination and execution of geodetic control surveys and the precise monitoring of structures and land deformation. Dan also has extensive experience in boundary resolution, mapping, and legal descriptions. He manages office and field personnel in conducting topographic surveys, construction staking, and boundary surveys. Dan also manages and coordinates with multiple On-Call clients for various public works projects. He has presented papers at various professional conferences and has provided GNSS processing and adjustment training to clients.
Experience Education
City of Pittsburg: On-Call Land Surveying and City Surveyor Services, CA – Project Manager responsible for providing City Surveyor services to the City of Pittsburg, supporting public works and development projects. Services include final and parcel map review and approval, tentative map and Subdivision Map Act compliance review, Certificates of Compliance, lot line adjustments, easement and title review, legal descriptions and plats, right-of-way and pipeline agreement support, and coordination with City staff on survey and property-related matters.
Central Contra Costa Sanitary District (Central San): On-Call Land Surveying, Contra Costa County, CA – Project Manager providing on-call survey services for Central San, providing as-needed land surveying services for the District’s various infrastructure improvement projects for their collection systems and treatment plant. Services include conventional topographic surveys at various pump stations and along pipeline corridors, measuring invert elevations of various sewer structures, boundary surveys, monument preservation, and staff augmentation both for field and office positions. R.E.Y. has also provided terrestrial LiDAR scanning for various facilities within the treatment plant, such as clarifiers, aeration tanks and underground tunnels.
City of Brentwood: On-Call Land Surveying Services, Brentwood, CA – Project Manager serving as the City’s on-call survey consultant, supporting development review, subdivision mapping, and capital improvement projects. Services included boundary and topographic surveys, construction staking, right-of-way engineering, legal descriptions, monument preservation, and survey coordination with City staff. Completed a topographic survey for the Reverse Storm Drainage Flow project, including drainage structure mapping, utility feature collection, and AutoCAD Civil 3D deliverables completed within five working days of Notice to Proceed.
East Contra Costa County Habitat Conservancy: Knightsen Wetland Project, Knightsen, CA – Project Manager for this project which involved boundary and easement surveying of two assessor parcels in support of a wetland restoration and conservation initiative in Contra Costa County. Scope of work included boundary research and analysis, parcel boundary establishment using existing monumentation, easement identification and mapping, infrastructure survey and mapping, topographic data collection, horizontal and vertical control, Record of Survey preparation and recordation with Contra Costa County, and coordination with the design team. Notable elements of the project included the preparation and recordation of a Record of Survey in compliance with the Land Surveyors Act, and the referencing of all survey data to the California Coordinate System of 1983 (NAD83), Zone 3 and the North American Vertical Datum of 1988 (NAVD88) — ensuring full consistency with CDFW and state agency digital submittal requirements.
BS, Surveying Engineering, California
State University, Fresno
Registrations
Professional Land Surveyor,
California, #7030
Years of Experience
35 (11 with R.E.Y.)
Areas of Expertise
Project Management
Quality Assurance
Quality Control
Geodetic Control Surveys
Right of Way Engineering
Plats and Legal Descriptions
Records Research
Boundary Resolution
ALTA Surveys
Topographic Mapping
Aerial Mapping
Construction Staking
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Mike Shoup, PLS
Principal Land Surveyor
Profile
Michael (Mike) Shoup, PLS has over 30 years of experience in all phases of land surveying including construction, aerial, and conventional topographic and planimetric surveys, boundary analysis and resolutions, right-of-way engineering, as-built surveys, digital terrain modeling, directing field and office survey efforts, contract document preparation, cost estimation, and contract administration. He provides coordination with clients, professional consultants and reviewing agencies. In a supervisory role, he’s been responsible for surveying tasks related to the design and construction of transportation, residential, commercial, and public works projects throughout the Bay Area and greater Northern California.
Experience Education
City of Pittsburg: On-Call Land Surveying and City Surveyor Services, CA – Principal in Charge responsible for assisting City Surveyor services to the City of Pittsburg, supporting public works and development projects. Services include final and parcel map review and approval, tentative map and Subdivision Map Act compliance review, Certificates of Compliance, lot line adjustments, easement and title review, legal descriptions and plats, right-of-way and pipeline agreement support, and coordination with City staff on survey and property-related matters.
Central Contra Costa Sanitary District (Central San): On-Call Land Surveying, Contra Costa County, CA – Principal in Charge providing on-call survey services for Central San, providing as-needed land surveying services for the District’s various infrastructure improvement projects for their collection systems and treatment plant. Services include conventional topographic surveys at various pump stations and along pipeline corridors, measuring invert elevations of various sewer structures, boundary surveys, monument preservation, and staff augmentation both for field and office positions. R.E.Y. has also provided terrestrial LiDAR scanning for various facilities within the treatment plant, such as clarifiers, aeration tanks and underground tunnels.
City of Brentwood: On-Call Land Surveying Services, Brentwood, CA – Principal in Charge serving as the City’s on-call survey consultant, supporting development review, subdivision mapping, and capital improvement projects. Services included boundary and topographic surveys, construction staking, right-of-way engineering, legal descriptions, monument preservation, and survey coordination with City staff. Completed a topographic survey for the Reverse Storm Drainage Flow project, including drainage structure mapping, utility feature collection, and AutoCAD Civil 3D deliverables completed within five working days of Notice to Proceed.
East Contra Costa County Habitat Conservancy: Knightsen Wetland Project, Knightsen, CA – Principal in Charge for this project which involved boundary and easement surveying of two assessor parcels in support of a wetland restoration and conservation initiative in Contra Costa County. Scope of work included boundary research and analysis, parcel boundary establishment using existing monumentation, easement identification and mapping, infrastructure survey and mapping, topographic data collection, horizontal and vertical control, Record of Survey preparation and recordation with Contra Costa County, and coordination with the design team. Notable elements of the project included the preparation and recordation of a Record of Survey in compliance with the Land Surveyors Act, and the referencing of all survey data to the California Coordinate System of 1983 (NAD83), Zone 3 and the North American Vertical Datum of 1988 (NAVD88) — ensuring full consistency with CDFW and state agency digital submittal requirements.
BS, Surveying Engineering, California
State University, Fresno
Registrations
Professional Land Surveyor,
California, #7616,
Professional Land Surveyor
Nevada, #34239,
Professional Land Surveyor,
Oregon, #107318
Years of Experience
30 (12 with R.E.Y.)
Areas of Expertise
Project Management
Quality Assurance
Quality Control
Right of Way Engineering
Aerial Mapping
Control Surveys
Topographic Mapping
Cadastral Surveys
ALTA Surveys
Hydrographic Surveys
GPS Surveys
Design Surveys
Construction Staking
Mobile LiDAR
3D Laser Scanning
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Dan Beever, PLS
Principal Surveyor
Profile
Daniel (Dan) Beever is a licensed Professional Land Surveyor with over 25 years of land surveying experience in both field and office surveying. His duties include project management of both land development and public projects. He is well-versed in records research, field crew management, analysis cadastral surveys, determination of land boundaries, topographic surveys, preparation of legal descriptions, tentative and final subdivision maps, parcel maps, and record of survey plats.
Experience Registration
Serrano, El Dorado Hills, CA – Project Surveyor for the 4,000-acre, 4,200-unit Serrano Specific Plan. Typical duties included Facility Plan Reports, master plans, tentative maps, site layouts, preliminary and final grading, drainage and utility plans, improvement plans, erosion control plans, drainage reports, cost estimates, specifications, and dry utility coordination. Assistance in obtaining all necessary approvals and permits for construction was provided for the client. Prepared the Facility Plan Report (FPR) and associated updates for the El Dorado Irrigation District. This entailed dynamic studies of the water and reclaimed water for the entire project, as well as a detailed sewer analysis for the subject area.
City of Lincoln: On-Call Land Surveying and Map Checking Services, Lincoln, CA – Project Surveyor responsible for providing map checking services to the City of Lincoln on asneeded basis to support the city in timely review and processing of final maps and parcel maps. This involves technical review and direct communication with applicants, their engineers, and City staff to ensure the forward progression of map processing.
City of Chico: On-Call Professional Civil Engineering Services – Project Surveyor providing on-call professional civil engineering services to the City of Chico under a five-year agreement, including project management, topographic and boundary surveying, right-ofway base mapping, utility coordination, feasibility studies, and roadway design. Led multidisciplinary teams through all project phases from data collection and alternatives analysis through PS&E development. Applied advanced survey methods such as Mobile Terrestrial Laser Scanning (MTLS) to support corridor-level planning and rehabilitation design on key City arterials. Regularly coordinated with City staff, utility agencies, and stakeholders to support timely, cost-effective project delivery.
City of Sonora: City Engineering Services, Sonora, CA – Senior Surveyor for this contract, providing survey expertise as part of the City Engineer and staff augmentation team.
Responsibilities include boundary and topographic surveys to support City projects, review of subdivision and parcel maps, preparation and checking of legal descriptions and exhibits for easements and right-of-way, and compliance with the Subdivision Map Act and Professional Land Surveyors’ Act. Additional tasks include coordination with developers and outside agencies, preparing staff reports, and supporting the City’s Capital Improvement Program from the surveying perspective.
City of Folsom: On-Call Land Surveying and City Surveyor Services, CA – Principal Surveyor providing professional land surveying and City Surveyor services supporting municipal infrastructure and development projects. Services include boundary and topographic surveys, legal descriptions and plats, monumentation, Records of Survey, subdivision and parcel map review and approval, easement and grant deed preparation, and survey support for pipeline, water infrastructure, and capital improvement projects in accordance with the Subdivision Map Act and Professional Land Surveyors’ Act.
Professional Land Surveyor,
California, #9377
Years of Experience
25 (5 with R.E.Y.)
Areas of Expertise
Project Management
Design Topo
ALTA Surveys
Right of Way/Boundary Analysis
Plats & Legal Description
Construction Staking
Conventional & GPS Control
Networks
Aerial/Flight Control
Parcel & Final Maps
Records of Survey
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Joe Feyder, PLS
Remote Sensing Manager
Profile
Joseph (Joe) Feyder, PLS has over 46 years of comprehensive experience in all aspects of professional land surveying. He is an expert at providing practical and resourceful survey approaches to complex projects, while also serving as a strong leader. As Remote Sensing Manager, Joe is responsible for project administration, technical quality, scheduling, and coordination of field and office surveys. His experience includes aerial and mobile LiDAR, aerial mapping, control surveys, extensive topographical mapping projects using electronic data collection methods, and right-of-way engineering.
Experience Registration
City of Pittsburg: On-Call Land Surveying and City Surveyor Services, CA – Remote Sensing Manager responsible for assisting City Surveyor services to the City of Pittsburg, supporting public works and development projects. Services include final and parcel map review and approval, tentative map and Subdivision Map Act compliance review, Certificates of Compliance, lot line adjustments, easement and title review, legal descriptions and plats, right-of-way and pipeline agreement support, and coordination with City staff on survey and property-related matters.
County of San Joaquin County: LEAP Storm Drain Studies, CA – Survey Manager provided land surveying services supporting storm drain infrastructure planning and future residential growth areas within south Stockton under the County’s LEAP grant program.
Services included topographic surveying, utility investigation and mapping, boundary research, drainage infrastructure mapping, field verification, and preparation of base mapping to support evaluation of existing conditions, identification of drainage constraints, and planning of future public improvements within the CSA 41 and Pock Lane study areas.
Central Contra Costa Sanitary District (Central San): On-Call Land Surveying, Contra Costa County, CA – Remote Sensing Manager providing on-call survey services for Central San, providing as-needed land surveying services for the District’s various infrastructure improvement projects for their collection systems and treatment plant. Services include conventional topographic surveys at various pump stations and along pipeline corridors, measuring invert elevations of various sewer structures, boundary surveys, monument preservation, and staff augmentation both for field and office positions. R.E.Y. has also provided terrestrial LiDAR scanning for various facilities within the treatment plant, such as clarifiers, aeration tanks and underground tunnels.
Serrano, El Dorado Hills, CA – Remote Sensing Manager for the 4,000-acre, 4,200-unit Serrano Specific Plan. Typical duties included Facility Plan Reports, master plans, tentative maps, site layouts, preliminary and final grading, drainage and utility plans, improvement plans, erosion control plans, drainage reports, cost estimates, specifications, and dry utility coordination. Assistance in obtaining all necessary approvals and permits for construction was provided for the client. Prepared the Facility Plan Report (FPR) and associated updates for the El Dorado Irrigation District. This entailed dynamic studies of the water and reclaimed water for the entire project, as well as a detailed sewer analysis for the subject area.
Hoitt Area Water Distribution Rehabilitation East, Lincoln, CA – Land Survey Task Manager for this project to replace approximately 4,600 linear feet of pipeline in the Hoitt area, an older residential part of the City of Lincoln. Existing services lines will be replaced, and 125 new water services will be installed with this project. The new service lines will be constructed parallel to the existing lines and then swapped over at the end of installation to minimize the time customers are without water. The mainline installed with this project will predominantly be 8” PVC C-900 pipe with 12 new accompanying fire hydrant assemblies.
Professional Land Surveyor,
California, #5901
Professional Land Surveyor,
Arizona, #76574
Professional Land Surveyor,
Idaho, #7158
Professional Land Surveyor,
Oregon, #2692
Professional Land Surveyor,
Washington, #33650
Years of Experience
46 (17 with R.E.Y.)
Areas of Expertise
Project Management
Mobile LiDAR Mapping
UAS LiDAR Mapping
Topographic Mapping
Quality Assurance
Quality Control
Right of Way Engineering
Plats and Legal Descriptions
Records Research
Boundary Resolution
Records of Survey
MH
ATTACHMENT H
Item 7.5
Mountain House Page 925 of 1946 RFQ #PWQ-2602 | STATEMENT OF QUALIFICATIONS FOR
On - Call Surveying Services
PAGE 29
Tom Brungs, PLS
Field Survey Manager
Profile
Thomas (Tom) Brungs, PLS has 39 years of comprehensive experience in professional land surveying, field crew management, and construction surveys. His expertise includes aerial mapping, control surveys, and extensive topographical mapping projects using electronic data collection methods, and cadastral, boundary, ALTA, hydrographic, GPS, design, right-of-way, and construction staking surveys. He has managed field survey work for multiple large-scale infrastructure projects, including supporting both Kiewit and Granite Construction on the $900 million Folsom Dam Auxiliary Spillway project in Folsom, CA.
Experience Education
Serrano, El Dorado Hills, CA – Survey Manager providing topographic surveys, mapping, and construction staking for major roadway improvements and subdivisions within this ongoing 4,000-acre development. Specific projects have included Silva Valley Parkway, the 299 lot Villages A, C, E, F, G, J and K, and site work for the Country Club and Maintenance Facility.
City of Lincoln: City Surveyor, Lincoln, CA – Project Manager responsible for reviewing parcel maps, subdivision maps, lot line adjustments, and legal descriptions for technical correctness. Coordination with developers and engineering firms regarding review comments and submittals as well as with additional consultants responsible for reviewing the improvement plans. Stamp and sign maps as the City Surveyor prior to recording.
City of Placerville: As-Needed Surveying Services, Placerville, CA – Field Survey Manager providing on-call survey services for City of Placerville projects. Three task orders have been completed to date to support projects on the El Dorado Trail.
City of Dixon: City Surveyor, Dixon, CA – Project Surveyor responsible for reviewing Parcel Maps and Subdivision Maps for technical correctness.
City of Chico: 2028 Road Rehabilitation, Vallombrosa Avenue, Chico, CA – Field Survey Manager providing field survey services to support a feasibility study for corridor rehabilitation. Services included Mobile Terrestrial Laser Scanning (MTLS) for the full corridor, right-of-way base mapping, and preparation of survey deliverables to support alternatives analysis. Work involved evaluation of pavement condition, ADA compliance, drainage needs, and corridor enhancements through accurate field data collection and mapping. Coordinated survey efforts with City staff and engineering team to supply reliable data for decision-making and long-range planning.
California Department of General Services (DGS): Fremont School for the Deaf and Blind, Fremont, CA – Field Survey Manager for a comprehensive topographic survey of the 94-acre Fremont School for the Deaf and Blind campus. He coordinated a multimethod approach utilizing UAS-based, mobile, and static LiDAR, along with conventional surveying, to capture detailed site features. R.E.Y. oversaw field operations, verified data accuracy, and facilitated coordination with DGS and school staff to maintain safety, security, and minimal disruption to the active campus environment.
Auburn Folsom Road Widening, Folsom, Granite Bay & Placer County, CA – Field Survey Manager for construction staking services for two separate contractors widening this major regional arterial from two to four lanes through three separate jurisdictions.
Surveys spanned over 8,000 lineal feet of heavily travelled roadway and involved extensive slope staking in excess of 30 feet, multiple access driveways, work within Folsom State Recreation Area (SRA) right-of-way, and coordination with two separate construction management teams.
BS, Survey Engineering, California
State University, Fresno
Registration
Professional Land Surveyor,
California, #7330
Years of Experience
39 (20 with R.E.Y.)
Areas of Expertise
Project Management
Field Crew Management
Quality Assurance
Quality Control
Construction Surveys
Construction Staking
Boundary Resolution
Topographic Surveys
ALTA Surveys
Legal Descriptions & Plats
ATTACHMENT H
Item 7.5
Mountain House Page 926 of 1946
STATEMENT OF QUALIFICATIONS FOR
0 n-C a 11 Surveying Services
RFQ# PWQ-2602
G.Addenda
R.E.Y. ENGINEERS, INC.
CIVIL ENGINEERING I LAND SURVEYING I REMOTE SENSING
ATTACHMENT H
Item 7.5
Mountain House Page 927 of 1946 RFQ #PWQ-2602 | STATEMENT OF QUALIFICATIONS FOR
On - Call Surveying Services
PAGE 30
G. Addenda
No addenda were issued for RFQ# PWQ-2602 as of the date of this SOQ submission. R.E.Y. certifies that it has fully read and reviewed the RFQ, including the Questions and Answers dated May 21, 2026, and requests the following amendment.
Notwithstanding any other provision, the following shall apply and be incorporated into this agreement.
MASTER CONSULTANT AGREEMENT
Standard of Performance – 2.4
Consultant shall perform all Work in conformance with the standards of quality normally observed by a person practicing in Consultant’s profession in the same or similar locality under the same or similar circumstances.
ATTACHMENT H
Item 7.5
Mountain House Page 928 of 1946 Questions & Answers RFW# PWQ-2602
251 E. Main Street, Mountain House, CA 95391 | 209-831-2300 | MountainHouseCA.gov Page 1 of 1 RFQ PWQ-2602: ON-CALL SURVEYING SERVICES
Questions & Answers
May 21, 2026
NOTE This document forms a part of the RFQ Documents. Insert in your submittal of qualifications package. Acknowledge receipt by signing below.
Q1: Can the City clarify whether the Consultant is expected to provide and manage asneeded specialty services (such as geotechnical, structural, and electrical engineering) as part of the on-call survey contract, or if those services will be procured separately by the City as needed?
A1: The Consultant is not expected to provide geotechnical or design engineering services under the on-call Survey Contract; the City has separate existing contracts for design, grant, and geotechnical on-call services.
End
By signing below, you acknowledge receipt and understanding of the changes above. _____________________________ _____________________________ _________________ Signature Title Date
Mike Shoup, PLS, Principal in Charge May 27, 2026
MHCityof
Mountain House ------------
ATTACHMENT H
Item 7.5
Mountain House Page 929 of 1946 CONTRACT ID # A-2627-25
12 EXHIBIT B
COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
1) Compensation Schedule.
LABOR CLASSIFICATION 2026 2027 2028 2029 2030 2031
Assistant Engineer/Surveyor - I $137 $141 $145 $149 $154 $158 Assistant Engineer/Surveyor – II $151 $156 $160 $165 $170 $175 Assistant Engineer/Surveyor - III $166 $171 $176 $181 $187 $192 Assistant Engineer/Surveyor - IV $181 $186 $192 $197 $203 $209 Assistant Engineer/Surveyor - V $196 $202 $208 $215 $221 $228 Assistant Engineer/Surveyor - VI $212 $218 $225 $232 $239 $246 Assistant Engineer/Surveyor – VII $228 $235 $242 $249 $256 $264 Associate Engineer/Surveyor - I $170 $175 $180 $186 $191 $197 Associate Engineer/Surveyor – II $185 $190 $196 $202 $208 $214 Associate Engineer/Surveyor - III $200 $205 $212 $218 $225 $231 Associate Engineer/Surveyor - IV $215 $222 $228 $235 $242 $250 Associate Engineer/Surveyor - V $231 $238 $245 $252 $260 $268 Senior Engineer/Surveyor - I $233 $240 $247 $255 $262 $270 Senior Engineer/Surveyor - II $255 $263 $271 $279 $287 $296 Senior Engineer/Surveyor - III $277 $286 $294 $303 $312 $321 Senior Engineer/Surveyor - IV $299 $308 $317 $327 $337 $347 Senior Engineer/Surveyor – V $321 $331 $341 $351 $362 $372 Principal Manager - I $331 $341 $351 $361 $372 $383
Principal Manager – II $366 $377 $389 $400 $412 $425
Technician – I $117 $120 $124 $127 $131 $135
Technician - II $138 $142 $146 $150 $155 $159
Technician - III $159 $163 $168 $173 $178 $184
Senior Technician - I $166 $171 $176 $181 $187 $192
Senior Technician - II $188 $194 $199 $205 $212 $218
Senior Technician – III $210 $216 $223 $229 $236 $243
LiDAR Technician I $176 $182 $187 $193 $199 $204
LiDAR Technician II $202 $208 $214 $220 $227 $234
LiDAR Technician III $227 $234 $241 $248 $255 $263
Senior LiDAR Specialist I $235 $242 $250 $257 $265 $273 Senior LiDAR Specialist II $265 $273 $281 $289 $298 $307 GIS Analyst $172 $177 $183 $188 $194 $200
GIS Manager $200 $205 $212 $218 $225 $231
1-Person Crew $242 $249 $256 $264 $272 $280
2-Person Crew $394 $406 $418 $430 $443 $456
3-Person Crew $536 $552 $568 $585 $603 $621
Project Coordinator $145 $149 $154 $158 $163 $168
Senior Project Coordinator $235 $242 $250 $257 $265 $273 Grant Administrator $235 $242 $250 $257 $265 $273
Expert Witness Testimony/Deposition $550 $566 $583 $601 $619 $637
EXPENSE CLASSIFICATION
Terrestrial LiDAR Scanning Equipment (per hour, 2-hr min.) $235 $242 $249 $257 $264 $272 Mobile LiDAR Equipment (per hour) $810 $834 $859 $885 $912 $939 UAV LiDAR Equipment (per flight) $815 $839 $865 $891 $917 $945 Bathymetric Survey Equipment (per day) $1,215 $1,252 $1,289 $1,328 $1,368 $1,409 Special Monument & Iron Stakes Cost Cost Cost Cost Cost Cost Outside Reproductions & Services Cost Cost Cost Cost Cost Cost Subconsultants Cost Cost Cost Cost Cost Cost
In-House Large Format Prints (B&W) $0.50/SF $0.50/SF $0.50/SF $0.50/SF $0.50/SF $0.50/SF In-House Large Format Prints (Color) $1.00/SF $1.00/SF $1.00/SF $1.00/SF $1.00/SF $1.00/SF LEGEND
• Rates above are the hourly rate to be charged for each classification unless otherwise noted.
NOTES
• Rates are valid through 12/31/2031.
• Reimbursement for mileage is included in the rates above. • Rate for overtime for field and non‐exempt employees will be charged at 135% of rate listed above. • Rate for double time for field and non‐exempt employees will be charged at 170% of rate listed above. • Field rates for night shift work will be charged at 110% of the rates listed above. • Field crew rates for underground work will be charged at an additional $5/hr. of the rates listed above. • Travel will be billed at the GSA rates for the appropriate region.
ATTACHMENT H
Item 7.5
Mountain House Page 930 of 1946 CONTRACT ID # A-2627-25
13 The City of Mountain House City Manager is authorized to negotiate annual increases to the billing rates in an amount not to exceed three percent (3%) of the billing rates stated herein. 2) Reimbursable Expenses.
Reimbursable expenses for Consultants working for City of Mountain House shall follow the guidelines outlined below. An invoice and receipts, outlining travel expenses, shall be submitted to City of Mountain House after the travel has occurred.
Expense Type Reimbursement Policies Receipt Required
Airfare Actual cost of the least expensive class available.
Business class and first class are not reimbursable.
Yes
Airline Baggage Fees Actual expense. Yes
Rental Car Reimbursement for rental cars will be for a standard size car or smaller and will be reimbursed for the
actual expense.
Yes
Airport Shuttle Actual expense, including gratuity. Yes Taxi Actual expense, including gratuity. Yes
Meals & Incidentals Actual expense, including gratuity. Itemized receipts must be included for reimbursement. No alcohol.
Other incidentals per itemized receipt.
Yes
Hotel Lodging obtained will be reasonable and in line with the moderate priced hotels for the area.
Reimbursement will be only for room charge, taxes,
and parking (if applicable).
Itemized receipts must be included for
reimbursement.
Yes
Privately Owned Vehicle
Mileage Rate
IRS allowable rate for the current year. No
Office Incidentals Actual expense.
Copies/printing, courier/express delivery fees, phone
calls.
Yes
ATTACHMENT H
Item 7.5
Mountain House Page 931 of 1946 CONTRACT ID # A-2627-25
14 EXHIBIT C
INSURANCE REQUIREMENTS
1) Required Coverage.
Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
TYPE OF INSURANCE MINIMUM LIMITS
Commercial General Liability
Premises Liability; Products and Completed
Operations; Contractual Liability; Personal
Injury and Advertising Liability
$2,000,000 per occurrence;
Bodily Injury and Property Damage
$4,000,000 in the aggregate; Commercial general
coverage shall be at least as broad as Insurance
Services Office Commercial General Liability
occurrence form CG 0001 (most recent edition)
covering comprehensive General Liability on an
“occurrence” basis
Commercial or Business Automobile
Liability
All owned vehicles, hired or leased vehicles,
non-owned, borrowed and permissive uses.
Personal Automobile Liability is acceptable
for individual Consultants with no
transportation or hauling related activities
$2,000,000 per occurrence;
Any Auto; Bodily Injury and Property Damage.
Automobile coverage shall be at least as broad as
Insurance Services Office Automobile Liability
form CA 0001 (most recent edition), Code 1 (any
auto). No endorsement shall be attached limiting the
coverage.
Workers’ Compensation (WC) and
Employers Liability (EL)
Required for all Consultants with employees
WC: Statutory Limits
EL: $100,000 per accident for bodily injury or
disease. Consultant may rely on a self-insurance
program to meet those requirements, but only if the
program of self-insurance complies fully with the
provisions of the California Labor Code. The insurer
shall waive all rights of subrogation against City of
Mountain House and its officers, officials,
employees, and volunteers for loss arising from
Work performed under this Agreement
Professional Liability/Errors & Omissions
Required for all Consultants performing
services with licensed professionals.
Includes endorsements of contractual
liability
$1,000,000 per occurrence
$2,000,000 policy aggregate; Any deductible or selfinsured retention shall not exceed $150,000 per claim
ATTACHMENT H
Item 7.5
Mountain House Page 932 of 1946 CONTRACT ID # A-2627-25
15 2) Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a) Term. All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a claimsmade basis shall be maintained during the entire term of the Agreement and until three (3) years following termination and acceptance of all Work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement. b) Additional Insured. All insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers’ Compensation and Employers Liability, shall be endorsed to name as additional insured: City of Mountain House, its Board of Directors, and all City of Mountain House officers, agents, employees, volunteers and representatives.
c) Primary Insurance. For any claims related to this Agreement or the Work hereunder, the Consultant’s insurance covered shall be primary insurance as respects City of Mountain House, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by City of Mountain House, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. d) Cancellation. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to City of Mountain House.
e) Certificates of Insurance. Before commencing operations under this Agreement, Consultant shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to City of Mountain House, evidencing that all required insurance coverage is in effect. City of Mountain House reserves the rights to require the Consultant to provide complete, certified copies of all required insurance policies.
f) Sub-Consultants. Consultant shall include all sub-Consultants as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subConsultant. All coverages for sub-Consultants shall be subject to all of the requirements stated herein.
g) Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
i) The retroactive date of the policy must be shown and must be before the date of the Agreement.
ii) Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the Work, so long as commercially available at reasonable rates.
iii) If coverage is canceled or not renewed and it is not replaced with another claimsmade policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage for a minimum of three (3) years after completion of Work under this Agreement. iv) A copy of the claim reporting requirements must be submitted to City of Mountain House for review prior to the commencement of any Work under this Agreement.
3) All Policies Requirements.
a) Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts
ATTACHMENT H
Item 7.5
Mountain House Page 933 of 1946 CONTRACT ID # A-2627-25
16 acceptable to City of Mountain House. Acceptance of Consultant’s insurance by City of Mountain House shall not relieve or decrease the liability of Consultant hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Consultant.
b) Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of City of Mountain House for the self-insured retentions and deductibles before beginning any of the Work called for by any term of this Agreement.
At the option of City of Mountain House, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City of Mountain House, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to City of Mountain House guaranteeing payment of losses and related investigations, claim administration and defense expenses. c) Wasting Policies. Except for Professional Liability insurance, no policy required under this Agreement shall include a wasting policy limit (i.e., a limit that is eroded by the cost of defense).
d) Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or Consultant may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all Work performed by Consultant, its employees, agents, and sub-Consultants.
4) Remedies. In addition to any other remedies City of Mountain House may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City of Mountain House may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City of Mountain House may have and are not the exclusive remedy for Consultant’s breach:
a) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
b) Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c) Terminate this Agreement.
ATTACHMENT H
Item 7.5
Mountain House Page 934 of 1946 CONTRACT ID # A-2627-25
17 EXHIBIT D
REQUIREMENTS OF PUBLIC WORKS CONTRACT WAGES
1) Wages. As applicable pursuant to Federal and State of California statutes and regulations:
a) In accordance with Labor Code Section 1773.2, City of Mountain House has determined the general prevailing wages in the locality in which the Work described in Exhibit A are to be performed for each craft or type of work needed, as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in City of Mountain House Public Works Office, and shall be made available on request.
Consultant and sub-Consultants engaged in the performance of the Work shall pay no less than these rates to all persons engaged in performance of the Work. b) In accordance with Labor Code Section 1775, Consultant and any subConsultants engaged in performance of the Work shall comply with Labor Code Section 1775, which establishes a penalty of up to $200 per day for each worker engaged in the performance of the Work for which Consultant or any subConsultant pays less than the specified prevailing wage. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if Consultant or sub-Consultant had knowledge of their obligations under the Labor Code. Consultant or sub-Consultant shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a sub-Consultant worker engaged in performance of the services described in Exhibit A is not paid the general prevailing per diem wages by the sub-Consultant, Consultant is not liable for any penalties therefore unless Consultant had knowledge of that failure or unless the Consultant fails to comply with all of the following requirements:
i. The contract executed between Consultant and the sub-Consultant for the performance of part of the Work shall include a copy of the provisions of Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815. ii. Consultant shall monitor payment of the specified general prevailing rate of per diem wages by the sub-Consultant by periodic review of the subConsultant’s certified payroll records. iii. Upon becoming aware of a sub-Consultant’s failure to pay the specified prevailing rate of wages, Consultant shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the sub-Consultant for performance of the Work. iv. Prior to making final payment to the sub-Consultant, Consultant shall obtain an affidavit signed under penalty of perjury from the sub-Consultant that the sub-Consultant has paid the specified general prevailing rate of per diem wages for employees engaged in the performance of the Work any amounts due pursuant to Labor Code Section 1813.
c) In accordance with Labor Code Section 1776, Consultant and each subConsultant engaged in performance of the Work shall keep accurate payroll records showing the name, address, social security number, work, straight time
ATTACHMENT H
Item 7.5
Mountain House Page 935 of 1946 CONTRACT ID # A-2627-25
18 and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in performance of the Work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
i. The information contained in the payroll record is true and correct. ii. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by the employer’s employees on the public works project. The payroll records required pursuant to Labor Code Section 1776 shall be certified and shall be available for inspection by City of Mountain House and its authorized representatives, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards of the Department of Industrial Relations, and shall otherwise be available for inspection in accordance with Labor Code Section 1776.
d) In accordance with Labor Code Section 1777.5, Consultant, on behalf of Consultant and any sub-Consultants engaged in performance of the Work, shall be responsible for ensuring compliance with Labor Code Section 1777.5 governing employment and payment of apprentices on public works contracts. e) Consultant or any sub-Consultant, in performance of the Work, employs any person in a trade or occupation (except executive, supervisory, administrative, clerical, or other non-manual workers as such) for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations, Consultant shall pay the minimum rate of wages specified therein for the classification that most nearly corresponds to the Work performed by that person.
The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment.
2) DIR Registration.
At all times, Consultant shall be registered with the Department of Industrial Relations and qualified to perform public work consistent with Labor Code section 1725.5, except in limited circumstances as set forth in Labor Code section 1771.1. No Consultant or sub-Consultant may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Consultant agrees, in accordance with Section 1771.4 of the Labor Code, that if the Work under this Agreement qualifies as a public works project, it is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
5615290.3
ATTACHMENT H
Item 7.5
Mountain House Page 936 of 1946 TITLE: Adopt Resolution No. 2026-76 of the City of Mountain House Authorizing the Issuance and Sale of Special Tax Bonds for and on behalf of certain improvement areas of Community Facilities District 2024-1 and approving related agreements and actions; and Adopt Resolution No. FA-2026-02 of the Mountain House Financing Authority Authorizing the Issuance and Sale of Special Tax Revenue Bonds, Series 2026B, and the related purchase of Special Tax Bonds for and on behalf of the City of Mountain House Community Facilities District No. 2024-1 and approving related agreements and actions
MEETING DATE: August 26, 2026
PREPARED BY: Steven J. Pinkerton, City Manager
RECOMMENDATION
Staff recommends that (1) the City of Mountain House (“City”) and the Mountain House Financing Authority (“Authority”) hold a simultaneous public hearing regarding the issuance of bonds; (2) the City Council, following the public hearing, adopt Resolution No. 2026-76 authorizing the issuance of special tax bonds for and on behalf of Improvement Areas No. 8 and 13 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services), approving and directing the execution of respective Fiscal Agent Agreements for each improvement area, approving sale of such bonds to the Mountain House Financing Authority (“Authority”), and approving other related documents and actions; and (3) the Authority Board of Directors (“Authority Board”) adopt Resolution No. FA-2026-02 authorizing the issuance of special tax revenue bonds and related purchase of special tax bonds for and on behalf of Improvement Areas No. 8 and 13 of the City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services), approving and directing the execution of a Trust Indenture, approving the form of Preliminary Official Statement, approving sale of such bonds, and approving other related documents and actions.
DISCUSSION
This staff report is addressed to the City Council and to the Board of Directors of the Authority, which is governed by the City Council.
On February 14, 2024, the Board of Directors of the Mountain House Community Services District, then serving as the legislative body for Community Facilities District No. 2024-1 (“CFD”), adopted a Resolution of Intention to form the CFD under the Mello-Roos Community Facilities Act of 1982, as amended. The resolution designated five Improvement Areas and a Future Annexation Area of the CFD, into which Improvement Areas No. 8 (“IA8”) and No. 13 (“IA13”), respectively, have been annexed (collectively, the “Improvement Areas”), and authorized the levy of special taxes and to incur bonded indebtedness for financing authorized public facilities required for development in the Improvement Areas of the CFD.
Item 8.1
Mountain House Page 937 of 1946 The proposed plan to execute the financings includes (i) issuance of a separate series of special tax bonds for each of IA8 and IA13, and (ii) purchase of each Improvement Area’s bonds by the Authority and concurrent issuance of a “pooled” bond issue (the “FA Bonds”) for sale to municipal bond market investors. Combining the IA8 and IA13 bond issues into one offering is expected to attract more investors due to a larger size which in turn would create economies of scale and provide benefit by assisting with keeping overall issuance and financing costs down.
In order to “pool” bonding for these areas the City is required to conduct a public hearing in connection with the issuance of revenue bonds by the Authority. Under the Marks-Roos Bond Pooling of 1985, the law pursuant to which the Authority’s Bonds are being issued, prior to the issuance of the Bonds, the City is required to hold a public hearing and make a finding that the Authority bond issue and will result in significant public benefits.
CFD Background. The CFD was established to expedite funding and construction of public infrastructure attributable to future neighborhoods, including ensuring timely delivery of parks and other facilities before full neighborhood buildout. It also facilitates the early funding of regional facilities and enables more efficient and cost-effective funding for maintenance compared to existing Landscape Maintenance Districts. In addition, the CFD provides a more secure financing model by establishing a revenue stream secured solely by a designated special tax.
Following a noticed public hearing, on April 10, 2024, a Resolution of Formation was adopted, officially establishing the CFD, designating Improvement Areas 1-5, and creating a Future Annexation Area. The resolution also set a bonded indebtedness limit of $1,066,400,000 for the Future Annexation Area. Upon incorporation of the City in July 2024, the CFD officially became a community facilities district of the City with the City Council as its legislative body.
The proposed bonds for IA8 are the second series of bonds to be issued after the Series 2025 Special Tax Bonds, and the proposed bonds for IA13 bonds are the first and only series of bonds expected to be issued. The resolutions authorizing the various Bonds call for the not-to-exceed amounts as set forth below:
Area Authorized Not-To-Exceed Issuance
IA8 $5,500,000
IA13 $6,000,000
The actions and issuance of bonds related to these Improvement Areas are similar to actions previously taken by the City Council in 2025 for Improvement Area Nos. 1, 6, 7 and 8 and in 2026 for Improvement Area Nos. 9, 11, and 12 of the CFD. It is important to note that the City does not bear direct liability for the financial risk of the bonds to be issued for any Improvement Area. As outlined in each Fiscal Agent Agreement, bondholders agree that bonds are payable solely from and secured solely by Special Taxes Item 8.1
Mountain House Page 938 of 1946 levied on properties within each respective Improvement Area. Accordingly, bondholder recourse for repayment is limited to the Special Tax revenue generated within each respective Improvement Area.
This structure ensures that the financial obligations related to the CFD do not risk the City’s General Fund. In addition, the proposed issuance of special tax bonds for each Improvement Area complies with the City’s adopted Statement of Goals and Policies Regarding Use of The Mello-Roos Community Facilities Act of 1982, including the minimum Value to Lien Ratio of at least 3:1 at the time of the bond sale, based on independent appraisals.
IMPROVEMENT AREA 8
IA8 is being developed by Lennar Homes of California, LLC, a California limited liability company (“Lennar Homes”), and consists of 503 detached residential lots, some with completed and sold homes, to be developed by one homebuilder, Lennar Homes, within four product lines marketed as the Lugano, Maggiore, Mezzano and Turano neighborhoods. As of the July 18, 2026 appraisal date of value the 503 lots were developed as follows:
Lennar Homes
Lugano, Maggiore, Mezzano and Turano
As of July 18, 2026
Finished Lots
Partially
Completed
Homes
Completed Homes
Unsold or Under
Contract
Completed
Homes Sold to
Individuals
296 25 37 145
Please see Appendix A for a table of detailing Value to Lien Ratios by Development Status, Special Tax Levies and CFD Debt Allocations by Maximum Special Tax for IA8.
IMPROVEMENT AREA 13
IA8 is being developed by Lennar Homes of California, LLC, a California limited liability company (“Lennar Homes”), and consists of 330 residential lots to be developed being developed by Lennar within four product lines across three noncontiguous project areas marketed as the Sutton, Alder, Linden and Mahony neighborhoods. Improvement Area No. 13 is located on west of Mountain House Parkway, south of Byron Road, within the City of Mountain House, San Joaquin County, California. As of the date of value the property comprised 330 of partially improved single family residential lots.
Additional information regarding lot status is as follows:
Item 8.1
Mountain House Page 939 of 1946 Lennar Homes
Sutton, Alder, Linden and Mahony
As of July 18, 2026
Finished Lots
Partially
Improved Lots
Completed Homes
0 330 0
Please see Appendix B for a table of detailing Value to Lien Ratios by Development Status, Special Tax Levies and CFD Debt Allocations by Maximum Special Tax for IA13.
The principal documents being approved are summarized as follows:
AUTHORIZING RESOLUTIONS
City Authorizing Resolution
The City Authorizing Resolution approves the issuance and sale of Bonds for each Improvement Area (“Local Obligations”) by the City to the Finance Authority. This resolution authorizes each Fiscal Agent Agreement, the Local Obligations Purchase Agreement, Preliminary Official Statement, and Acquisition Agreement, along with other necessary documents to facilitate the issuance of bonds and the use of bond proceeds. It also establishes key bond sale parameters, setting a maximum True Interest Cost of
6.50%, a maximum underwriter discount of 1.75% of par, and setting respective maximum bond par amounts per Improvement Area as follows:
Area Authorized Not-To-Exceed Issuance
IA8 $5,500,000
IA13 $6,000,000
Authority Authorizing Resolution
The Authority Authorizing Resolution approves the sale of Bonds by the Finance Authority to investors (“Authority Bonds”). This resolution authorizes an Indenture of Trust, the Preliminary Official Statement, a Bond Purchase Agreement, and the Local Obligations Purchase Agreement, along with other necessary documents to facilitate the issuance of bonds and the use of bond proceeds. It also establishes key bond sale parameters, setting a maximum True Interest Cost of 6.50%, a maximum underwriter discount of 1.75% of par, and setting respective maximum bond par amount for the Bonds not to exceed $11,500,000.
Fiscal Agent Agreements
Item 8.1
Mountain House Page 940 of 1946 The City Resolution authorizes the Supplemental Agreement No. 1 to IA8’s original Fiscal Agent Agreement and Fiscal Agent Agreement for IA13 which define the terms under which the Local Obligations for each Improvement Area are issued and payable from Special Taxes within each respective Improvement Area (e.g., IA8 and IA13) of CFD No. 2024-1. Computershare Trust National Association will serve as Fiscal Agent, while Goodwin Consulting Group will administer special tax levies and collections. Each agreement establishes a reserve fund for each Improvement Area Bond to cover potential Special Tax delinquencies, which will be replenished through CFD tax levies, and also requires the City to initiate foreclosure proceedings if delinquencies exceed 5% of the total levy or if three consecutive payments are missed.
Preliminary Official Statement
Both the City Resolution and the Authority Resolution authorize the Preliminary Official Statement (POS), which includes information about the City, the CFD, the Authority Bond Issue, information for each Improvement Area, and discloses key financial and risk information to potential bond investors.
Once final pricing details are confirmed, it will be converted into the final Official Statement. The POS contains information on the City, Trustee, CFD, bond terms, and risk factors, along with an appraisal for each Improvement Area prepared by Integra Realty Resources.
Fee Funding Agreement/Acquisition Agreement
The City Resolution directs and authorizes an Authorized Officer to cause preparation by the City’s Bond Counsel of a Fee Funding Agreement for Improvement Area No. 13; IA8’s Acquisition Agreement was previously approved and will remain effective. Each Acquisition/Fee Agreement will be subject to staff approval and outline the reimbursement terms between the City and each developer for public infrastructure construction.
Indenture of Trust
The Authority Authorizing Resolution authorizes an Indenture of Trust which defines the terms under which Authority Bonds are issued, payable from the Special Taxes from each respective Improvement Area (e.g., IA8 and IA13) of CFD No. 2024-1. Computershare Trust National Association will serve as Trustee for the Authority Bonds. The Indenture of Trust establishes a reserve fund for the Authority Bonds to cover potential Special Tax delinquencies, which will be replenished through CFD tax levies.
Bond Purchase Agreement
The Authority Authorizing Resolution authorizes the Bond Purchase Agreement, which is the legal document pursuant to which Authority Bonds are sold by the Authority to Piper Sandler as underwriter for further sale and distribution to ultimate purchasers. The Bond Purchase Agreement contains customary representations and warranties from the Authority and the City regarding the formation of Item 8.1
Mountain House Page 941 of 1946 the CFD and the issuance of the both the Local Obligation and the Authority Bonds. Forms of certificates of the Developer are also included.
Local Obligations Purchase Agreement
The Authority Authorizing Resolution authorizes the Local Obligations Purchase Agreement between the City and the Authority, which is the legal document pursuant to which the City sells the CFD bonds to the Authority.
GOOD FAITH COST ESTIMATES
In accordance with Government Code Section 5852.1, the following information is hereby disclosed to the City Council prior to the issuance of the Bonds:
IA8: (i) the estimated true interest cost of the Bonds (being the rate necessary to discount the amounts payable on the principal and interest payment dates to the purchase price received for the Bonds) is 5.4864%, (ii) the estimated finance charge of the Bonds (being the sum of all fees and charges paid to third parties) is $376,605, (iii) the estimated proceeds of the Bonds expected to be received, net of proceeds for finance charges in (ii) above to paid from the principal amount of the Bonds and any reserves or capitalized interest paid or funded with Bonds is $3,752,718, and (iv) the estimated total payment amount of the Bonds (being the sum of debt service plus finance charges to be paid to final maturity, plus any financing costs not paid from proceeds of the Bonds) is $10,495,324. This information is based on good-faith estimates provided by the City’s underwriter, and assumes $4,717,043 of proceeds available from the Bonds which may change, depending on bond market conditions closer to the time of pricing, and therefore would result in different estimates.
IA13: (i) the estimated true interest cost of the Bonds (being the rate necessary to discount the amounts payable on the principal and interest payment dates to the purchase price received for the Bonds) is 5.4864%, (ii) the estimated finance charge of the Bonds (being the sum of all fees and charges paid to third parties is $401,457, (iii) the estimated proceeds of the Bonds expected to be received, net of proceeds for finance charges in (ii) above to paid from the principal amount of the Bonds and any reserves or capitalized interest paid or funded with Bonds is $4,000,303, and (iv) the estimated total payment amount of the Bonds (being the sum of debt service plus finance charges to be paid to final maturity, plus any financing costs not paid from proceeds of the Bonds) is $11,189,794. This information is based on good-faith estimates provided by the City’s underwriter, and assumes $5,028,283of proceeds available from the Bonds which may change, depending on bond market conditions closer to the time of pricing, and therefore would result in different estimates.
FISCAL IMPACT
Item 8.1
Mountain House Page 942 of 1946 The Bonds create no financial impact on the General Fund because each of the Bonds to be issued are payable solely from and secured solely by the Special Taxes levied on properties within IA8 and IA13, respectively.
All costs associated with the formation and administration of the CFD will be borne by the developer and/or property owners benefiting from the CFD.
STRATEGIC PLAN
By approving the proposed actions, the City ensures orderly development, financial stability, and improved community services, all of which align with its long-term strategic vision:
1. Sustainable Growth & Infrastructure – Facilitates timely development of public infrastructure, ensuring essential facilities like parks and roads are in place as new neighborhoods grow.
2. Fiscal Responsibility – Ensures efficient financing mechanisms through special tax bonds, reducing the financial burden on the City’s General Fund while maintaining high-quality public services.
3. Quality of Life – Accelerates the availability of community amenities, enhancing livability for future residents and fostering a well-planned, cohesive community.
4. Economic Development – Supports responsible residential and commercial growth, attracting investment and increasing property values within the City.
CEQA
Not applicable.
ACTION AFTER CITY COUNCIL APPROVAL
After City Council conducts a public hearing and the Council and Authority Board approve, staff will complete the Preliminary Official Statement for investor review. Pre-pricing calls with Piper Sandler as the Authority bonds underwriter are anticipated to be held in September to review market conditions and interest rates. Once pricing is set on each bond issue, said bonds will be sold and an authorized officer will execute the Bond Purchase Agreement, finalizing interest rates and the delivery schedule.
Respective Bond proceeds will then be used per each Fiscal Agent Agreement and Acquisition Agreement to fund public infrastructure improvements.
ATTACHMENTS
Appendix A
Item 8.1
Mountain House Page 943 of 1946
1. Authority Resolution
2. City Resolution
3. Indenture
4. IA 8 Supplement to Fiscal Agent Agreement
5. IA 13 Fiscal Agreement
6. Local Obligations Purchase Agreement
7. IA 13 Acquisition Agreement
8. Preliminary Official Statement
Item 8.1
Mountain House Page 944 of 1946
APPENDIX A
APPENDIX A
IMPROVEMENT AREA 8
Value to Lien Ratios by Development Status
Projected Fiscal Year 2027-28 Special Tax Levy
Improvement Area No. 8 Debt Allocated by Projected Special Tax As of July 18, 2026
[Table continued in the next page]
Item 8.1
Mountain House Page 945 of 1946
APPENDIX A
*Preliminary, subject to change.
(1) The ownership status is based on the Appraisal Report and as of the July 18, 2026 date of value. (2) The development status is as of the July 18, 2026 date of value and assumes no further development. Developed Property includes all parcels for which a building permit has been issued as of that date. Final Map Property includes all parcels within a Final Subdivision Map recorded by that date. (3) Includes assessed values for parcels that were not appraised. For parcels that were appraised, values were allocated to the individual lots based on the expected development and lot status for each, as reported in the Appraisal. The allocated appraised values may not be indicative of the market values of the villages or the individual lots. (4) Based on 208 building permits issued and 295 final mapped lots without permits issued in Tracts 3968, 3969, 3970, 3971, and 3972 prior to July 18, 2026. Assumes no further development. Includes debt service due in 2028 on the Series 2025 Special Tax Bonds, Series 2026 Special Tax Bonds, and estimated administrative expenses in the amount of $44,737. (5) Includes the $5,800,000 outstanding principal amount of the Series 2025 Special Tax Bonds and the $4,925,000 par amount of the Series 2026 Special Tax Bonds. Allocated based on the projected FY 2027-28 Facilities Special Tax Levy.
(6) Includes the outstanding overlapping general obligation bonds of the San Joaquin Delta Community College District and Lammersville Joint Unified School District, as stated in the overlapping debt report prepared by California Municipal Statistics, Inc. The overlapping debt report is based on the parcels and assessed values as of FY 2025-26. Also includes the currently outstanding overlapping CFD debt of Lammersville Joint Unified School District CFD No. 2024-1, allocated based on the projected special tax levy for that CFD as of July 18, 2026.
The amount of overlapping CFD debt is subject to change as the School District issues more debt.
Sources: Integra Realty Resources, Inc.; Piper Sandler & Co.; California Municipal Statistics, Inc.; Goodwin Consulting Group, Inc.
Item 8.1
Mountain House Page 946 of 1946
APPENDIX A
APPENDIX B
IMPROVEMENT AREA 13
Value to Lien Ratios by Development Status
Projected Fiscal Year 2027-28 Special Tax Levy
Improvement Area No. 13 Debt Allocated by Projected Special Tax As of July 18, 2026
* Preliminary, subject to change.
(1)The ownership status is based on the Appraisal Report and as of July 18, 2026 date of value. (2) The development status is as of July 18, 2026 date of value and assumes no further development. Developed Property includes all parcels for which a building permit has been issued as of that date. Final Map Property includes all parcels within a Final Subdivision Map recorded by that date. (3) Appraised values were allocated to the individual lots based on the expected development and lot status for each, as reported in the Appraisal. The allocated appraised values may not be indicative of the market values of the villages or the individual lots.
(4) Based on 6 building permits issued and 324 final mapped lots without permits issued in Tracts 4210, 4211, and 4212 prior to July 18, 2026. Assumes no further development. Includes debt service due in 2028 on the Series 2026 Special Tax Bonds and estimated administrative expenses in the amount of $33,000. (5) Includes the $5,250,000 par amount of the Series 2026 Special Tax Bonds. Allocated based on the projected FY 2027-28 Facilities Special Tax Levy. (6) Includes the outstanding overlapping general obligation bonds of the San Joaquin Delta Community College District and Lammersville Joint Unified School District, as stated in the overlapping debt report prepared by California Municipal Statistics, Inc. The overlapping debt report is based on the parcels and assessed values as of FY 2025-26. Also includes the currently outstanding overlapping CFD debt of Item 8.1
Mountain House Page 947 of 1946
APPENDIX A
Improvement Area No. 1 of the Lammersville Joint Unified School District CFD No. 2007-1 and Lammersville Joint Unified School District CFD No. 2024-1, allocated based on the projected special tax levies for those CFDs as of July 18, 2026. The amount of overlapping CFD debt is subject to change as the School District issues more debt.
Sources: Integra Realty Resources, Inc.; Piper Sandler & Co.; California Municipal Statistics, Inc.; Goodwin Consulting Group, Inc.
Item 8.1
Mountain House Page 948 of 1946 RESOLUTION NO. 26-____
A RESOLUTION OF THE MOUNTAIN HOUSE FINANCING AUTHORITY AUTHORIZING THE ISSUANCE AND SALE OF SPECIAL TAX REVENUE BONDS, SERIES 2026B, AND RELATED
PURCHASE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF CITY OF MOUNTAIN HOUSE COMMUNITY FACILITIES DISTRICT NO. 2024-1, AND APPROVING RELATED
AGREEMENTS AND ACTIONS
WHEREAS, the Mountain House Financing Authority (the “Authority”) is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), and is authorized pursuant to Article 4 of the Act (the “Bond Law”), among other things, to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations and for financing public capital improvements of the City of Mountain House (the “City”); and WHEREAS, the City has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5 (commencing with Section 53311) of the California Government Code (the “Mello-Roos Act”) to form Community Facilities District No. 2024-1 (Public Facilities and Services) (the “CFD”) and improvement areas therein, including the following improvement areas (collectively herein, the “Improvement Areas”):
(i) Improvement Area No. 8 of Community Facilities District No. 2024-1 (Public Facilities and Services);
(ii) Improvement Area No. 13 of Community Facilities District No. 2024-1 (Public Facilities and Services); and
WHEREAS, the City is authorized to levy special taxes on behalf of the CFD upon the land within the Improvement Areas, and to issue bonds secured by said special taxes, and to cause the proceeds of such authorized special taxes and bonds to be used to finance certain public improvements, including impact fees for such improvements (the “Facilities”), all as described in the CFD formation and annexation proceedings; and
WHEREAS, to finance the Facilities the City intends to issue, under the provisions of the MelloRoos Act, the following bonds (collectively, the “Local Obligations”):
(i) “Improvement Area No. 8 of Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026” in the aggregate principal amount not to exceed $5,500,000;
(ii) ““Improvement Area No. 13 of Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026” in the aggregate principal amount not to exceed $6,000,000; and
WHEREAS, the Authority has determined that it is in the best financial interests of the City to facilitate the financing of the Facilities by the City, and to that end the Authority wishes to purchase the Local Obligations and designate the bond payments received thereon as security for bonds issued by the Authority; and
Item 8.1
Mountain House Page 949 of 1946 -2-
WHEREAS, for the purpose of purchasing the Local Obligations and thereby facilitating the financing of the Facilities, the Authority has determined to issue its Special Tax Revenue Bonds, Series 2026B, which may be issued in one or more series (the “Bonds”), pursuant to the Bond Law; and WHEREAS, as required by Section 6586.5 of the Bond Law, as applicable, the City previously caused publication of a notice of a public hearing on the financing of the Facilities once at least five days prior to the hearing in a newspaper of general circulation in the area of the City, held the required public hearing and made the required findings of significant public benefit, as required by the Bond Law; and WHEREAS, for the proposed financing, there has been filed with the Board the forms of the following documents (together, the “Financing Documents”) to be executed by the Authority with respect to the issuance of the Bonds, which the Board desires to approve for execution as described herein:
(i) Indenture of Trust (the “Indenture”), between the Authority and Computershare Trust Company, N.A., as trustee (the “Trustee”);
(ii) Preliminary Official Statement for the Bonds (the “Preliminary Official Statement”), including a form of Continuing Disclosure Certificate for the Bonds; (iii) Bond Purchase Agreement relating to the sale of the Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”), to be dated the date of sale of the Bonds, between the Authority and the Underwriter (the “Bond Purchase Agreement”); and (iv) Local Obligations Purchase Agreement relating to the sale of the Local Obligations to the Authority, to be dated the date of sale of the Bonds, between the Authority and the City (the “Local Obligations Purchase Agreement”).
WHEREAS, in accordance with Government Code Section 5852.1, the Board of Directors of the Authority has obtained and disclosed the information required thereby; and WHEREAS, the Authority has determined and hereby finds that the issuance of the Bonds and the acquisition of the Local Obligations will result in significant public benefits of the type described in Section 6586 of the Bond Law;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Mountain House Financing Authority, as follows:
Section 1. Recitals. Each of the above recitals is true and correct and is adopted by the Board of Directors.
Section 2. Bonds Authorized. The Bonds shall be issued in an aggregate principal amount not to exceed $11,500,000 with the number of series, the exact principal amount, the interest rates and the maturity to be determined by the sale of the Bonds as described in Section 5 below. The Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of the President, Executive Director or Treasurer (each an “Authorized Officer”), and the seal of the Authority, or a facsimile thereof, may be impressed or imprinted thereon and attested with the manual or facsimile signature of the Secretary of the Authority.
Item 8.1
Mountain House Page 950 of 1946 -3-
Section 3. Indenture. The Bonds shall be issued under the terms of the Indenture, the form of which is attached hereto as Exhibit A and on file with the Secretary of the Board of Directors. The Board of Directors hereby approves the Indenture in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by, and the execution thereof by an Authorized Officer shall be conclusive evidence of such approval of any such changes or additions. The Board of Directors hereby authorizes and directs an Authorized Officer to execute, and the Secretary may attest and affix the seal of the Authority to, the final form of the Indenture for and in the name of the Authority.
The Board of Directors hereby authorizes the delivery and performance of the Indenture.
Section 4. Local Obligations Purchase Agreement. The Local Obligations shall be purchased by the Authority under the terms of the Local Obligations Purchase Agreement, the form of which is attached hereto as Exhibit B and on file with the Secretary of the Board of Directors. The Board of Directors hereby approves the Local Obligations Purchase Agreement in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by, and the execution thereof by an Authorized Officer shall be conclusive evidence of such approval of any such changes or additions. The Board of Directors hereby authorizes and directs an Authorized Officer to execute, and the Secretary may attest and affix the seal of the Authority to, the final form of the Local Obligations Purchase Agreement for and in the name of the Authority. The Board of Directors hereby authorizes the delivery and performance of the Local Obligations Purchase Agreement.
Section 5. Sale of the Bonds; Bond Purchase Agreement. The Board hereby approves the sale of the Bonds by negotiation with an underwriter approved by an Authorized Officer (the “Underwriter”) and pursuant to the Bond Purchase Agreement. The form of the Bond Purchase Agreement, attached hereto as Exhibit C, providing for the sale of the Bonds by the Authority to the Underwriter presented at this meeting is hereby approved, together with any changes therein or additions thereto approved by, and the execution thereof by, an Authorized Officer shall be conclusive evidence of such approval of any such changes or additions. The Bond Purchase Agreement shall be executed in the name and on behalf of the Authority by an Authorized Officer upon submission of a proposal by the Underwriter to purchase the Bonds, which offer is consistent with the following requirements: the amount of Underwriter’s discount shall be not more than 1.75% of the par amount thereof, the true interest cost shall not be in excess of
6.50% and the aggregate principal amount of the Bonds shall not be in excess of $11,500,000. The Board hereby authorizes and directs an Authorized Officer to execute, and the Secretary may attest and affix the seal of the Authority to, the final form of the Bond Purchase Agreement for and in the name of the Authority. The Board hereby authorizes the delivery and performance of the Bond Purchase Agreement.
Section 6. Official Statement. The form of the Preliminary Official Statement presented at this meeting, attached hereto as Exhibit D, is hereby approved and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary by an Authorized Officer, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission, including, but not limited to, such additions and changes as are necessary to incorporate the terms of any municipal bond insurance for the Bonds and make the information therein accurate and not misleading. Each Authorized Officer is hereby authorized to execute a final Official Statement substantially in the form of the Preliminary Official Statement, together with such changes as are determined necessary by an Authorized Officer, or his or her designee, to make such Official Statement complete and accurate as of its date. The Underwriter is further authorized to distribute the final Official Statement for the Bonds and any supplement thereto to the Item 8.1
Mountain House Page 951 of 1946 -4-
purchasers thereof upon its execution on behalf of the Authority, which execution by an Authorized Officer is hereby approved.
The Board hereby approves the form of the Continuing Disclosure Certificate with respect to the Bonds in substantially the form thereof attached to the Preliminary Official Statement.
Section 7. Actions Authorized. All actions heretofore taken by the officers and agents of the City with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the appropriate officers of the Authority, or their designee, are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by an Authorized Officer, as defined herein, may be taken by such Authorized Officer or any designee, with the same force and effect as if taken by the Authorized Officer.
Item 8.1
Mountain House Page 952 of 1946 -5-
Section 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.
* * * * * * * * * * * *
PASSED AND ADOPTED by the Board of Directors of the Mountain House Financing Authority on the _______ day of ________, 2026, by the following vote:
AYES: DIRECTORS:
NOES: DIRECTORS:
ABSENT: DIRECTORS:
Chair, Board of Directors
ATTEST:
Secretary
EXHIBIT A - Indenture
EXHIBIT B - Local Obligations Purchase Agreement
EXHIBIT C - Bond Purchase Agreement
EXHIBIT D - Preliminary Official Statement
Item 8.1
Mountain House Page 953 of 1946 POLICY AND ACTION ITEM ____
ATTACHMENT A
RESOLUTION NO. 26-____
A RESOLUTION OF THE CITY OF MOUNTAIN HOUSE AUTHORIZING THE ISSUANCE AND
SALE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF CERTAIN IMPROVEMENT AREAS OF COMMUNITY FACILITIES DISTRICT NO. 2024-1, AND APPROVING RELATED
AGREEMENTS AND ACTIONS
WHEREAS, the City of Mountain House (the “City”) has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5 (commencing with Section 53311) of the California Government Code (the “MelloRoos Act”) to form Community Facilities District No. 2024-1 (Public Facilities and Services) (the “CFD”) and improvement areas therein, including the following improvement areas therein (collectively, the “Improvement Areas”):
(i) Improvement Area No. 8 of Community Facilities District No. 2024-1 (Public Facilities and Services);
(ii) Improvement Area No. 13 of Community Facilities District No. 2024-1 (Public Facilities and Services);
WHEREAS, indebtedness for each Improvement Area has been authorized to be issued in an amount not to exceed the following: for Improvement Area No. 8: $5,500,000, and for Improvement Area No. 13: $6,000,000; and
WHEREAS, the City is authorized to levy special taxes upon the land within the Improvement Areas, and to issue bonds secured by said special taxes, and to cause the proceeds of such authorized special taxes and bonds to be used to finance certain public improvements, including impact fees for such improvements (the “Facilities”), all as described in the CFD formation proceedings; and WHEREAS, the City desires to issue the following bonds (collectively, the “Local Obligations”) under the provisions of the Mello-Roos Act to finance Facilities and the Authority has determined that it is in the best financial interests of the City and the CFD to assist and accommodate such financing:
(i) “Improvement Area No. 8 of Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026”; (ii) ““Improvement Area No. 13 of Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026”; WHEREAS, the Mountain House Financing Authority (the “Authority”) is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), and is authorized pursuant to Article 4 of the Act (the “Bond Law”), among other things, to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations and for financing public capital improvements of benefit to the City; and Item 8.1
Mountain House Page 954 of 1946 -2-
WHEREAS, the City wishes to sell the Local Obligations to the Authority and the Authority wishes to purchase the Local Obligations and designate the bond payments received thereon as security for bonds issued by the Authority; and
WHEREAS, for the purpose of purchasing the Local Obligations and thereby facilitating the financing of the Facilities, the Authority has determined to issue its Special Tax Revenue Bonds, Series 2026B (the “Authority Bonds”), pursuant to the Bond Law; and WHEREAS, as required by Section 6586.5 of the Bond Law, as applicable, the City previously caused publication of a notice of a public hearing on the financing of the Facilities once at least five days prior to the hearing in a newspaper of general circulation in the area of the City, held the required public hearing and made the required findings of significant public benefit, as required by the Bond Law; and WHEREAS, for the proposed financing, there has been filed with the Council the forms of the following documents (together, the “Financing Documents”) to be executed by the City with respect to the issuance of the Bonds and Local Obligations, which the Council desires to approve for execution as described herein:
(i) Fiscal Agent Agreement Improvement Area No. 13 and Supplemental Agreement No. 1 to Fiscal Agent Agreement for Improvement Area No. 8 (supplementing a Fiscal Agent Agreement dated as of June 1, 2025) (herein, each a “Fiscal Agent Agreement”) for each, by and between the City and Computershare Trust Company, N.A., as fiscal agent; (ii) Local Obligations Purchase Agreement relating to the sale of the Local Obligations to the Authority, to be dated the date of sale of the Bonds, between the Authority and the City (the “Local Obligations Purchase Agreement”); and
WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Local Obligations and the Authority Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Mello-Roos Act.
NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE:
SECTION 1. Findings. This Council finds and determines that (i) it is prudent in the management and development of land in the City and the CFD to issue the Local Obligations to provide money for the construction and acquisition of improvements, and the payment of certain fees, authorized to be financed by the CFD, and (ii) the Local Obligations, the CFD and the Improvement Areas are substantially in compliance with the City’s Statement of Goals and Policies Regarding the Use of the MelloRoos Community Facilities Act of 1982, with any deviations hereby approved.
SECTION 2. Law Applicable. For the purposes of these proceedings in and for the CFD and the Improvement Areas, the Mello-Roos Act shall be the authority for the issuance of the Bonds.
Item 8.1
Mountain House Page 955 of 1946 -3-
SECTION 3. Bonds Authorized. Pursuant to the Mello-Roos Act, this Resolution and the Financing Documents, the City Council hereby authorizes the issuance of the Local Obligations in an aggregate principal amount not in excess of the principal amounts established herein.
The Council finds that an appraisal has been prepared by an independent appraiser hired by the City for the purpose of determining the value of the real property within each Improvement Area subject to the special tax to pay debt service on the respective Local Obligations, and that for each Improvement Area such value is at least three times the proposed principal amount of the Local Obligations proposed to be issued and secured by a special tax to be levied on property within such Improvement Area, in conformance with Section 53345.8 of the Act.
SECTION 4. Findings Relating to Financing of Facilities. The City Council hereby finds that issuance of the Authority Bonds for the purpose of financing the public facilities and acquiring the public facilities will result in significant public benefits of the type described in Section 6586 of the Bond Law, including, but not limited to, a more efficient delivery of City services to residential development and demonstrable savings in effective interest rate, bond preparation, bond underwriting and bond issuance costs. The City Council hereby approves the issuance of the Authority Bonds.
SECTION 5. Authorities Granted. The City Manager, Director of Finance, or such other official of the City as may be designated by such officer pursuant to Section 8 hereof (each, an “Authorized Officer”), each acting alone, is hereby authorized and directed to execute and deliver the documents approved herein in substantially the form on file with the City Clerk, together with such additions or changes as are approved by an Authorized Officer upon consultation with the City’s bond counsel and municipal advisor, including such additions or changes as are necessary or advisable to permit the timely issuance, sale and delivery of the Local Obligations. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery by an Authorized Officer of the documents herein specified.
SECTION 6. Fiscal Agent Agreements. The Local Obligations shall be issued under the terms of a Fiscal Agent Agreement for each Improvement Area. The City Council hereby approves the form of the Fiscal Agent Agreement, attached hereto as Exhibit A-1 and A-2, by and between the City and Computershare Trust Company, N.A., as fiscal agent, with respect to the Local Obligations, in substantially the form presented to this City Council, together with any changes therein or additions thereto deemed advisable by an Authorized Officer. The date, manner of payment, principal amount, interest rate or rates, interest payment dates, denominations, form, manner of execution, place of payment, terms of redemption, costs of issuing and other terms of the Local Obligations shall be as provided in each Fiscal Agent Agreement as finally executed and delivered. The terms and provisions of each Fiscal Agent Agreement, as executed, are incorporated herein by this reference as if fully set forth herein. An Authorized Officer is hereby authorized and directed to execute each Fiscal Agent Agreement on behalf of the City and the CFD and the City Clerk is hereby authorized and directed to attest thereto. The Council hereby authorizes the delivery and performance of the Fiscal Agent Agreements.
In furtherance of the foregoing, the City hereby covenants, for the benefit of the owners of the Local Obligations and Authority Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of any series of the Local Obligations, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreements.
Item 8.1
Mountain House Page 956 of 1946 -4-
SECTION 7. Sale of Local Obligations to the Authority; Local Obligations Purchase Agreement.
The form of a Local Obligations Purchase Agreement, attached hereto as Exhibit B, relating to the sale of the Local Obligations by the City to the Authority, to be dated the date of sale, between the City and the Authority is hereby approved, in substantially the form presented, which is consistent with the following requirements: the aggregate principal amount of the Local Obligations shall not be in excess of the following amounts: for Improvement Area No. 8, $5,500,000, for Improvement Area No. 13, $6,000,000, the amount of Underwriter’s discount shall be not more than 1.75% of the par amount thereof, the true interest cost shall not be in excess of 6.50%. An Authorized Officer is hereby authorized and directed to execute the Local Obligations Purchase Agreement on behalf of the City and the City Clerk is hereby authorized and directed to attest thereto. The Council hereby authorizes the delivery and performance of the Local Obligations Purchase Agreement.
SECTION 8. Official Statement; Continuing Disclosure Certificate. The City Council hereby approves the Preliminary Official Statement, attached hereto as Exhibit C, prepared in connection with the Authority Bonds in substantially the form presented to this City Council, together with any changes therein or additions thereto deemed advisable by an Authorized Officer, each acting alone. The City Council hereby approves and authorizes the distribution by Piper Sandler & Co., Inc., as underwriter of the Authority Bonds, of the Preliminary Official Statement to prospective purchasers of the Authority Bonds, and authorizes and directs an Authorized Officer on behalf of the City to deem the Preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”) prior to its distribution to prospective purchasers of the Authority Bonds. The subsequent execution of a final Official Statement is hereby authorized, which shall include then current financial information regarding the City and such other changes and additions to the Preliminary Official Statement deemed advisable by an Authorized Officer, and such execution shall be conclusive evidence of the approval of the final Official Statement by the City.
The City Council hereby approves the form of the Continuing Disclosure Certificate with respect to the Authority Bonds in substantially the form thereof attached to the Preliminary Official Statement.
An Authorized Officer is hereby authorized and directed to complete and execute the Continuing Disclosure Certificate on behalf of the City (for and on behalf of itself and the Authority) with such changes, additions or deletions as may be approved by the Authorized Officer.
SECTION 9. Approval of Acquisition Agreements. The City Council hereby directs an Authorized Officer to cause preparation by the City’s Bond Counsel of an Acquisition Agreement for each Improvement Area. Any Authorized Officer is authorized to and directed to execute each such Acquisition Agreement in a form deemed acceptable by the Authorized Officer executing the same, on such terms as the Authorized Officer and the City’s Bond Counsel deem appropriate.
SECTION 10. Actions Authorized. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the CFD, the designation of Improvement Areas therein and the sale and issuance of the Local Obligations and the Authority Bonds are hereby approved, confirmed and ratified, and the appropriate officers of the City, or their designee, are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Local Obligations and the Authority Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by an Authorized Officer, as defined herein, may be taken by such Authorized Officer or any designee, with the same force and effect as if taken by the Authorized Officer.
Item 8.1
Mountain House Page 957 of 1946 -5-
SECTION 11. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.
PASSED AND ADOPTED by the City Council of the City of Mountain House on the _____ day of ___________, 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
__________________________________
Andy Su, Mayor
ATTEST:
Margaret Wimberly, City Clerk
EXHIBIT A-1 – Improvement Area No. 8 Fiscal Agent Agreement EXHIBIT A-2 – Improvement Area No. 13 Fiscal Agent Agreement EXHIBIT B - Local Obligations Purchase Agreement
EXHIBIT C - Preliminary Official Statement
Item 8.1
Mountain House Page 958 of 1946 Jones Hall Draft 8.14.26
INDENTURE OF TRUST
between
MOUNTAIN HOUSE FINANCING AUTHORITY
and
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
Dated as of __________ 1, 2026
$_____________
MOUNTAIN HOUSE FINANCING AUTHORITY
SPECIAL TAX REVENUE BONDS
SERIES 2026A
Item 8.1
Mountain House Page 959 of 1946 i
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY Section 1.1. Definitions .......................................................................................................... 3 Section 1.2. Rules of Construction....................................................................................... 10 Section 1.3. Authorization and Purpose of Bonds ............................................................... 10 Section 1.4. Equal Security.................................................................................................. 10
ARTICLE II
ISSUANCE OF BONDS
Section 2.1. Terms of Bonds................................................................................................ 11 Section 2.2. Redemption of Bonds ...................................................................................... 12 Section 2.3. Form of Bonds ................................................................................................. 16 Section 2.4. Execution of Bonds .......................................................................................... 16 Section 2.5. Transfer of Bonds ............................................................................................ 16 Section 2.6. Exchange of Bonds.......................................................................................... 17 Section 2.7. Temporary Bonds ............................................................................................ 17 Section 2.8. Bond Register .................................................................................................. 17 Section 2.9. Bonds Mutilated, Lost, Destroyed or Stolen..................................................... 17 Section 2.10. Book-Entry System .......................................................................................... 18 Section 2.11. Validity of Bonds .............................................................................................. 19
ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS
Section 3.1. Issuance of Bonds ........................................................................................... 20 Section 3.2. Application of Proceeds of Sale of Bonds........................................................ 20 Section 3.3. Project Fund..................................................................................................... 20 Section 3.4. Costs of Issuance Fund ................................................................................... 20 Section 3.5. Reserve Fund .................................................................................................. 21 Section 3.6. Rebate Fund .................................................................................................... 21
ARTICLE IV
REVENUES; FLOW OF FUNDS
Section 4.1. Pledge of Revenues; Assignment of Rights..................................................... 21 Section 4.2. Receipt, Deposit and Application of Revenues; Revenue Fund ...................... 21 Section 4.3. Reserve Fund .................................................................................................. 23 Section 4.4. Investments...................................................................................................... 24 Section 4.5. Valuation and Disposition of Investments ........................................................ 25
ARTICLE V
COVENANTS OF THE AUTHORITY
Section 5.1. Punctual Payment............................................................................................ 26 Section 5.2. Extension of Payment of Bonds....................................................................... 26 Section 5.3. Against Encumbrances .................................................................................... 26 Section 5.4. Power to Issue Bonds and Make Pledge and Assignment .............................. 26 Section 5.5. Accounting Records and Financial Statements ............................................... 26 Section 5.6. No Additional Bonds, Except for Refunding..................................................... 27 Section 5.7. Tax Covenants................................................................................................. 27 Section 5.8. Rebate Fund .................................................................................................... 28 Section 5.9. Continuing Disclosure...................................................................................... 28 Item 8.1
Mountain House Page 960 of 1946 ii
Section 5.10. Compliance with Reporting Requirements of Bond Law.................................. 28 Section 5.11. Further Assurances.......................................................................................... 28 Section 5.12. Ownership of Local Obligations ....................................................................... 29
ARTICLE VI
[RESERVED]
ARTICLE VII
THE TRUSTEE
Section 7.1. The Trustee...................................................................................................... 35 Section 7.2. Liability of Trustee............................................................................................ 35 Section 7.3. Compensation and Indemnification of Trustee ................................................ 36
ARTICLE VIII
MODIFICATION AND AMENDMENT OF THE INDENTURE
Section 8.1. Amendment...................................................................................................... 35 Section 8.2. Effect of Supplemental Indenture..................................................................... 35 Section 8.3. Endorsement or Replacement of Bonds After Amendment............................. 36 Section 8.4. Amendment by Mutual Consent....................................................................... 36
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default ............................................................................................ 37 Section 9.2. Remedies; Rights of Bond Owners ................................................................ 37 Section 9.3. Application of Revenues and Other Funds After Event of Default.................. 38 Section 9.4. Power of Trustee to Control Proceedings....................................................... 38 Section 9.5. Appointment of Receivers .............................................................................. 39 Section 9.6. Non-Waiver..................................................................................................... 39 Section 9.7. Rights and Remedies of Bond Owners .......................................................... 39 Section 9.8. Termination of Proceedings............................................................................ 40
ARTICLE X
MISCELLANEOUS
Section 10.1. Limited Liability of Authority............................................................................ 41 Section 10.2. Benefits of Indenture Limited to Parties.......................................................... 41 Section 10.3. Discharge of Indenture ................................................................................... 41 Section 10.4. Successor is Deemed Included in All References to Predecessor................. 42 Section 10.5. Delegation by Authority; Content of Certificates............................................. 42 Section 10.6. Execution of Documents by Bond Owners..................................................... 43 Section 10.7. Disqualified Bonds.......................................................................................... 43 Section 10.8. Waiver of Personal Liability ............................................................................ 43 Section 10.9. Partial Invalidity .............................................................................................. 44 Section 10.10. Destruction of Cancelled Bonds ..................................................................... 44 Section 10.11. Funds and Accounts....................................................................................... 44 Section 10.12. Notices............................................................................................................ 44 Section 10.13. Unclaimed Moneys......................................................................................... 44 Section 10.14. Payment Due on Other than a Business Day................................................. 45 Section 10.15. Electronic Signatures...................................................................................... 45 Exhibit A FORM OF BOND
Item 8.1
Mountain House Page 961 of 1946 1 INDENTURE OF TRUST
THIS INDENTURE OF TRUST (this “Indenture”), dated as of __________ 1, 2026, is between the MOUNTAIN HOUSE FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the “Authority”) and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America (the “Trustee”).
BACKGROUND:
1. The Authority is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”) whose members are the City and the California Statewide Communities Development Authority, and the Authority is authorized pursuant to Article 4 of the Act (the “Bond Law”) to issue bonds to finance the cost of public capital improvements.
2. The Authority is authorized pursuant to Article 4 (commencing with Section 6584) of the Act to issue bonds (the “Bonds”) for the purpose of purchasing bonds of the City to assist the City in financing public capital facilities.
3. Pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Mello-Roos Act”) the City of Mountain House has formed the City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”) located within the City and improvement areas therein, including the following improvement areas (collectively, the “Improvement Areas”):
(i) Improvement Area No. 8 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services);
(ii) Improvement Area No. 13 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services);
4. The City has determined to cause the District to finance public facilities (the “Facilities”) under the provisions of the Mello-Roos Act for the District and each respective Improvement Area, and has issued the following special tax bonds (collectively, the “Local Obligations”):
(i) “Improvement Area No. 8 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026” in the principal amount of $_____________; (ii) “Improvement Area No. 13 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, in the principal amount of $_____________; and
5. The Authority has determined to issue its Mountain House Financing Authority Special Tax Revenue Bonds, Series 2026A (the “Series 2026A Bonds”) in the aggregate principal amount of $_____________ (the “Bonds”) pursuant to the Bond Law and secured as set forth in Item 8.1
Mountain House Page 962 of 1946 2 this Indenture in the manner provided herein, to purchase the Local Obligations and designate the bond payments received thereon as security for Series 2026A Bonds.
6. The City previously caused publication of a notice of a public hearing on the financing of the Facilities once at least five days prior to the hearing in a newspaper of general circulation in the City, held the required public hearing and made the required findings of significant public benefit, as required by the Bond Law, and the City has determined that the consummation of the transactions contemplated in this Indenture will result in significant public benefits and has approved the issuance of the Bonds by the Authority for the purpose of providing funds to purchase the Local Obligations.
7. In order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Local Obligations and the Bonds are to be issued and to secure the payment of the principal thereof and interest thereon, the Authority has authorized the execution and delivery of this Indenture.
8. The Authority hereby certifies that all acts and proceedings required by law necessary to make the Local Obligations and the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture have been in all respects duly authorized.
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Local Obligations by the Authority and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows:
Item 8.1
Mountain House Page 963 of 1946 3 ARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this Section will for all purposes of this Indenture and of any Supplemental Indenture and of the Bonds and of any certificate, opinion, request or other documents herein mentioned have the meanings herein specified.
“Act” means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State, as it may hereafter be amended from time to time. “Additional Bonds” has the meaning given that term in Section 5.6 in reference to refunding bonds.
“Administrative Expenses” means any or all of the following: the expenses of the Authority in carrying out its duties hereunder, including the fees and expenses charged by the Authority and of its counsel and consultants, an allocable share of the salaries of Authority staff and its consultants directly related thereto and a proportionate amount of Authority general administrative overhead related thereto (if applicable), any amounts paid by the Authority from its general funds for the benefit of the Bonds, the fees and expenses of the Trustee (including any fees or expenses of its counsel), and all other costs and expenses of the Authority or the Trustee incurred in connection with the issuance and administration of the Bonds and the Local Obligations and/or the discharge of their respective duties hereunder, in any way related to the administration of the Bonds. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid, and any advances of funds by the Authority for Administrative Expenses.
“Annual Debt Service” means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, and (b) the principal amount of the Outstanding Bonds scheduled to be paid in such Bond Year.
“Authority” means the Mountain House Financing Authority, a joint exercise of powers agency established pursuant to the laws of the State and that certain Joint Exercise of Powers Agreement, originally entered into as of June 1, 2019, by and between the District and California Statewide Communities Development Authority, as may be amended from time to time. “Authorized Officer” means the Executive Director, the Secretary, or any other Person authorized by the Authority to perform an act or sign a document on behalf of the Authority for purposes of this Indenture.
“Beneficial Owners” means the actual purchasers of the Bonds whose ownership interests are recorded on the books of the DTC Participants.
“Bond Counsel” means Jones Hall LLP, and its successors; or any other attorney at law or firm of attorneys selected by the Authority, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America.
Item 8.1
Mountain House Page 964 of 1946 4 “Bond Law” means the Marks Roos Local Bond Pooling Act of 1985, constituting Article 4 of the Act (commencing with Section 6584), as it may hereafter be amended from time to time. “Bond Register” means the registration books for the Bonds maintained by the Trustee in accordance with Section 2.8.
“Bonds” means the Authority’s Special Tax Revenue Bonds, Series 2026A authorized by, and at any time Outstanding, pursuant to the Bond Law and this Indenture, and any Additional Bonds issued hereunder.
“Bond Year” means each twelve-month period extending from September 2 in one calendar year to September 1 of the succeeding calendar year, except in the case of the initial Bond Year which will be the period from the Closing Date to September 1, 2027, both dates inclusive.
“Business Day” means a day which is not a Saturday or Sunday or a day of the year on which the New York Stock Exchange or banks in New York, New York or San Francisco, California, or where the Trust Office is located, are not required or authorized to remain closed. “CDIAC” means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto. “Certificate of the Authority” means a certificate in writing signed by an Authorized Officer of the Authority.
“City” means the City of Mountain House, a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State. “Closing Date” means the date on which the Original Purchaser purchases the Bonds, being ____________, 2026.
“Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated, and applicable official guidance published, under the Code. “Costs of Issuance” means the costs and expenses incurred in connection with the issuance and sale of the Bonds and the Local Obligations, and the acquisition of the Local Obligations by the Authority, including the acceptance and initial annual fees and expenses (including legal fees and expenses) of the Trustee, legal fees and expenses, costs of printing the Bonds and the preliminary and final Official Statements, fees of financial consultants, and other fees and expenses set forth in a Request of the Authority. “Costs of Issuance Fund” means the fund by that name established in Section 3.4. “Dated Date” means the Closing Date.
“DTC” means The Depository Trust Company, and its successors and assigns.
Item 8.1
Mountain House Page 965 of 1946 5 “DTC Participants” means securities brokers and dealers, banks, trust companies, clearing corporations and other organizations maintaining accounts with DTC. “Event of Default” means any of the events described in Section 9.1. “Fair Market Value” means, with respect to any investment, the price at which a willing buyer would purchase such investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm's length transaction (as described above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security - State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Authority and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment.
“Federal Securities” means any of the following:
(a) Cash (insured at all times by the Federal Deposit Insurance Corporation). (b) Obligations of, or obligations guaranteed as to principal and interest by, the U.S. or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the U.S. including:
• U.S. treasury obligations
• All direct or fully guaranteed obligations
• Farmers Home Administration
• General Services Administration
• Guaranteed Title XI financing
• Government National Mortgage Association (GNMA)
• State and Local Government Series
“Fiscal Year” means any twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve-month period selected and designated by the Authority as its official fiscal year period. “Indenture” means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture. “IA 9,” means the City’s Improvement Area No. 8 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services). “IA 11,” means the City’s Improvement Area No. 13 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services).
Item 8.1
Mountain House Page 966 of 1946 6 “IA 12,” means the City’s Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services). “IA 9 Local Obligations,” means the City’s Improvement Area No. 8 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026.
“IA 11 Local Obligations,” means the City’s Improvement Area No. 13 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026.
“IA 12 Local Obligations,” means the City’s Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026.
“Improvement Areas” or “Improvement Area” means IA 9, IA 11 and IA 12, as applicable. “Independent Accountant” means any accountant or firm of such accountants appointed and paid by the Authority, and who, or each of whom –
(a) is in fact independent and not under domination of the Authority or the City; (b) does not have any substantial interest, direct or indirect, in the Authority or the City; and
(c) is not an officer or employee of the Authority, or a City, but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City.
“Independent Financial Consultant” means any financial consultant or firm of such consultants appointed and paid by the Authority or the City, and who, or each of whom – (a) is in fact independent and not under domination of the Authority or the City; (b) does not have any substantial interest, direct or indirect, in the Authority or the City; and
(c) is not an officer or employee of the Authority or the City, but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City.
“Interest Account” means the account by that name established and held by the Trustee pursuant to Section 4.2(a).
“Interest Payment Date” means March 1 and September 1 in each year, beginning March 1, 2027, and continuing thereafter so long as any Bonds remain Outstanding. “Local Obligations” means the IA 9 Local Obligations, IA 11 Local Obligations, and IA 12 Local Obligations.
Item 8.1
Mountain House Page 967 of 1946 7 “Maximum Annual Debt Service” means, as of the date of any calculation, the largest Annual Debt Service on a Series during the current or any future Bond Year. “Original Purchaser” means, with respect to the Bonds, Piper Sandler & Co. “Outstanding”, when used as of any particular time, means (subject to the provisions of Section 10.7) all Bonds theretofore executed and issued by the Authority and authenticated and delivered by the Trustee under this Indenture except –
(a) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds paid or deemed to have been paid within the meaning of Section
10.3 or Bonds called for redemption for which funds have been provided as described herein; and
(c) Bonds in lieu of or in substitution for which other Bonds will have been executed, issued and delivered pursuant to this Indenture or any Supplemental Indenture. “Owner” or “Bond Owner”, when used with respect to any Bond, means the person in whose name the ownership of such Bond will be registered on the Bond Register. “Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein, but only to the extent that the same are acquired at Fair Market Value:
(a) Federal Securities;
(b) any of the following direct or indirect obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administration; (iii) participation certificates issued by the General Services Administration; (iv) mortgagebacked bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America; (c) interest-bearing demand or time deposits (including certificates of deposit) or deposit accounts in federal or state-chartered savings and loan associations or in federal or State of California banks (including the Trustee and its affiliates), provided that the unsecured short-term obligations of such commercial bank or savings and loan association will be rated in the highest short-term rating category by any Rating Agency; (d) commercial paper rated at the time of purchase in the highest short-term rating category by any Rating Agency, issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein;
(e) bankers acceptances, consisting of bills of exchange or time drafts drawn on and accepted by a commercial bank whose short-term obligations are rated in the Item 8.1
Mountain House Page 968 of 1946 8 highest short-term rating category by any Rating Agency or whose long-term obligations are rated A or better by each such Rating Agency, which mature not more than 270 days following the date of investment therein;
(f) obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code and which are either (a) rated A or better by any Rating Agency or (b) fully secured as to the payment of principal and interest by Federal Securities;
(g) obligations issued by any corporation organized and operating within the United States of America having assets in excess of Five Hundred Million Dollars ($500,000,000), which obligations are rated A or better by any Rating Agency; (h) money market funds (including money market funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services) which invest in Federal Securities or which are rated in the highest rating category by any Rating Agency;
(i) any investment agreement, repurchase agreement or other investment instrument which represents the general unsecured obligations of a bank, investment banking firm or other financial institution whose long-term obligations are rated at the time of delivery of the investment agreement, repurchase agreement or other investment instrument A or better by any Rating Agency;
(j) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California that invests exclusively in investments permitted by Section 53601 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended (California Asset Management Program); and
(k) the Local Agency Investment Fund of the State, created pursuant to Section 16429.1 of the California Government Code.
“Prepayment” means moneys received by the Authority from the prepayment of Local Obligations.
“Principal Account” means the account by that name established and held by the Trustee pursuant to Section 4.2(a).
“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Trustee pursuant to Section 4.3, provided that all of the following requirements are met:
(i) the long-term credit rating of such bank or insurance company is rated in at least the “AA” category (without regard to qualifier) by S&P or Moody’s; (ii) such letter of credit or surety bond has a term of at least twelve (12) months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 4.3; and (d) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to Section 4.3.
Item 8.1
Mountain House Page 969 of 1946 9 “Rebate Fund” means the fund by that name established pursuant to Section 3.6. “Record Date” means, with respect to any Interest Payment Date, the 15th calendar day of the month preceding the month in which such Interest Payment Date occurs, whether or not such day is a Business Day.
“Representation Letter” means the representation letter dated as of the Closing Date for the Bonds among the Authority, the Trustee and DTC.
“Request of the Authority” means a written request executed by an Authorized Officer of the Authority.
“Reserve Fund” means the fund by that name established and help by the Trustee pursuant to Section 3.5 and administered pursuant to Section 4.3. “Reserve Requirement” means initially $_____________, and thereafter an amount which is equal to the lesser of (a) Maximum Annual Debt Service on the Bonds, (b) 125% of Average Annual Debt Service for the Bonds, (c) 10% of the original principal amount of the Bonds (or, if the Bonds have more than a de minimis amount of original issue discount or premium, 10% of the issue price of the Bonds); provided, that the Reserve Requirement for the Bonds shall not increase after the date of issuance of the Bonds; in no event shall the City be obligated to deposit an amount in any reserve account in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code; and the City may meet all or a portion of the Reserve Requirement with respect to any series of Bonds by depositing a Qualified Reserve Fund Credit Instrument. “Responsible Officer” means any officer of the Trustee assigned to administer the Trustee’s duties under this Indenture.
“Revenue Fund” means the fund by that name established and held by the Trustee pursuant to Section 4.2.
“Revenues” means: (a) all amounts received from the Local Obligations; (b) any proceeds of the Bonds originally deposited with the Trustee and all moneys deposited and held from time to time by the Trustee in the Revenue Fund and Reserve Fund established hereunder with respect to the Bonds; and (c) investment income with respect to any moneys held by the Trustee in the Revenue Fund and Reserve Fund established hereunder with respect to the Bonds. “S&P” means S&P Global Ratings, and its successors.
“Securities Depositories” means DTC, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the Authority designates in a written notice filed with the Trustee.
“Special Tax Administrator” means Goodwin Consulting Group, Inc., Sacramento, California, or any other entity which may at any time be substituted in its place by the City in connection with the Special Taxes.
Item 8.1
Mountain House Page 970 of 1946 10 “Special Taxes” means, with respect to each Improvement Area, the “Facilities Special Tax” as defined in the applicable fiscal agent agreement for each respective Improvement Area. “State” means the State of California.
“Supplemental Indenture” means any indenture, agreement or other instrument hereafter duly executed by the Authority in accordance with the provisions of Article VII. “Trust Office” means the corporate trust office of the Trustee in Saint Paul, Minnesota, or such other office designated by the Trustee from time to time, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term will mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business will be conducted.
“Trustee” means Computershare Trust Company, N.A., and its successors and assigns, and any other corporation or association which may at any time be substituted in its place as provided in Article VII.
Section 1.2. Rules of Construction. All references in this Indenture to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision.
Section 1.3. Authorization and Purpose of Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines, that all things, conditions and acts required by law to exist, happen and/or be performed precedent to and in the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now authorized under the Bond Law and each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture. Accordingly, the Authority hereby authorizes the issuance of the Bonds pursuant to the Bond Law and this Indenture for the purpose of providing funds to acquire the Local Obligations.
Section 1.4. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture will be deemed to be and will constitute a contract between the Authority and the Owners from time to time of the Bonds; and the covenants and agreements herein set forth to be performed on behalf of the Authority will be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over other Bonds by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.
Item 8.1
Mountain House Page 971 of 1946 11 ARTICLE II
ISSUANCE OF BONDS
Section 2.1. Terms of Bonds. The Bonds authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Indenture will be dated the Closing Date and be designated as follows the “Mountain House Financing Authority Special Tax Revenue Bonds, Series 2026A,” which will be issued in the original aggregate principal amount of $_____________; provided, however, that prior to delivery of the Bonds each of the following must be delivered to the Trustee:
(a) A copy of the resolution adopted by the Authority approving this Indenture and the execution and delivery by the Authority of this Indenture, duly certified by an Authorized Officer to have been duly adopted by the Authority and to be in full force and effect on the date of such certification;
(b) A written order containing instructions as to the delivery of the Bonds; (c) The proceeds of sale of the Bonds;
(d) A Certificate of an Independent Financial Consultant to the effect that, assuming all payments are made with respect to the Local Obligations, (i) the Revenues, together with monies on deposit in the Revenue Fund, will be sufficient to pay all scheduled principal and interest payments on the Bonds when due; and (ii) the redemption premiums, if any, on the Local Obligations payable in the event of redemption of the Local Obligations prior to maturity, together with other Revenues available to the Trustee for such purpose, are sufficient to offset any difference between the interest to accrue on the Bonds to be paid or redeemed with the proceeds of early redemption of such Local Obligations (plus any redemption premium payable upon redemption of such Bonds) and the income to be earned on any investment of such proceeds (assured as of the date of payment thereof), in each case until the date of payment or redemption of Bonds, such that in no event will the redemption from the prepayment of Local Obligations cause the Trustee to have insufficient funds to pay Annual Debt Service on the Bonds when due after such redemption;
(e) An original executed counterpart of this Indenture; and (f) The Local Obligations registered in the name of the Trustee.
Item 8.1
Mountain House Page 972 of 1946 12 All of the Bonds are being issued as Term Bonds. The Bonds will be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Bond will have more than one maturity date. The Bonds will mature on September 1 in each of the years and in the amounts, and will bear interest (calculated on the basis of a 360- day year of twelve 30-day months) at the rates, as follows:
Maturity Date
(Sept. 1)
Principal
Amount
Interest
Rate
CUSIP†
(Base: 62412L)
___________
T – Term Bonds.
Interest on the Bonds will be payable on each Interest Payment Date to the person whose name appears on the Bond Register as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed on such Interest Payment Date by first class mail, postage prepaid, to the Owner at the address of such Owner as it appears on the Bond Register or by wire transfer to an account in the United States of America made on such Interest Payment Date upon instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds of a series provided to the Trustee in writing at least five (5) Business Days before the Record Date for such Interest Payment Date.
Principal of and premium (if any) on any Bond will be paid upon presentation and surrender thereof, at maturity or the prior redemption thereof, at the Trust Office of the Trustee. The principal of and interest and premium (if any) on the Bonds will be payable in lawful money of the United States of America.
Each Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it will bear interest from such Interest Payment Date; or (b) it is authenticated on or before the first Record Date, in which event it will bear interest from the Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon, or from the Closing Date if no interest has been paid or made available for payment.
Section 2.2. Redemption of Bonds.
(a) Optional Redemption. The Term Bonds maturing on September 1, _____ are not subject to optional redemption. The Term Bonds maturing on and after September 1, _____ may be redeemed at the option of the Authority on any date on and after September 1, _____, from any source of available funds, prior to maturity as a whole, or in part from maturities corresponding proportionately to the maturities of the Local Obligations simultaneously redeemed, if any redemption of Local Obligations is being accomplished in conjunction with such optional redemption, and otherwise from such maturities as are selected by the Authority, and by lot within a maturity, at a redemption price equal to principal amount of the Bonds to be redeemed, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest thereon to the date of redemption thereof:
Item 8.1
Mountain House Page 973 of 1946 13 Redemption Date Redemption Premium
September 1, 2033 through August 31, 2034 3%
September 1, 2034 through August 31, 2035 2
September 1, 2035 through August 31, 2036 1
September 1, 2036 and any date thereafter 0
Prior to such redemption the Authority will deliver to the Trustee a certificate of an Independent Financial Consultant verifying that, following such optional prepayment of the Local Obligations and redemption of the Bonds, the principal and interest generated from the remaining Local Obligations is adequate to make the timely payment of principal and interest due on the Bonds that will remain Outstanding hereunder following such redemption. In the event of insufficiency, the Independent Financial Consultant shall determine a limitation on the amount of Bonds to be optionally redeemed so as to comply with the foregoing requirement and the optional redemption of Bonds shall be so limited.
(b) Mandatory Special Redemption from Prepayments. The Bonds are subject to mandatory special redemption on any Interest Payment Date from proceeds of early redemption of Local Obligations from Prepayment of Special Taxes, in whole or in part, in the amounts and among maturities the Authority shall select as directed to the Trustee in a Certificate of the Authority, at a redemption price equal to the principal amount thereof, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest to the date of redemption thereof:
Redemption Date Redemption Premium
Interest Payment Dates through March 1, 2034 3%
September 1, 2034 and March 1, 2035 2
September 1, 2035 and March 1, 2036 1
September 1, 2036 and thereafter 0
Prior to such redemption the Authority will deliver to the Trustee a certificate of an Independent Financial Consultant verifying that, following such early redemption of the Local Obligations and redemption of the Bonds, the principal and interest generated from the remaining Local Obligations is adequate to make the timely payment of principal and interest due on the Bonds that will remain Outstanding hereunder following such redemption. In the event of insufficiency, the Independent Financial Consultant shall calculate the amount needed to be deposited with the Trustee to sufficiently comply with the foregoing and the Trustee shall deposit proceeds of early redemption of Local Obligations in such amount into the Revenue Fund, all as directed in a Certificate of the Authority.
(c) Mandatory Sinking Fund Redemption. The Bonds are all issued as Term Bonds, maturing on September 1, _____, September 1, _____, September 1, _____, September 1, 2046, September 1, _____ and September 1, _____ (collectively, the “Term Bonds”), and are subject to redemption prior to their stated maturity, in part, by lot from amounts deposited into the Principal Account in the following amounts and on the following dates, at the principal amount thereof on the date fixed for redemption, without premium, but which amounts will be proportionately reduced by the principal amount of all Bonds optionally redeemed:
Item 8.1
Mountain House Page 974 of 1946 14 Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Item 8.1
Mountain House Page 975 of 1946 15 Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
The amounts in the foregoing tables may be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the Bonds.
(d) Notice of Redemption. The Trustee on behalf, and at the expense, of the Authority will mail (by first class mail, postage prepaid) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Bond Register, and to the Securities Depositories and to the Municipal Securities Rulemaking Board, at least 20 but not more than 60 days prior to the date fixed for redemption. Neither failure to receive any such notice so mailed nor any defect therein will affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice will state the date of the notice, the redemption date, the redemption place and the redemption price and will designate the CUSIP numbers, the Bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and will require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. Any such notice of optional redemption may specify that redemption on the specified date will be subject to receipt by the Authority of moneys sufficient to cause such redemption (and will specify the proposed source of such moneys), and neither the Authority nor the Trustee will have any liability to the Owners or any other party as a result of its failure to redeem the Bonds as a result of insufficient moneys.
The Authority has the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of optional redemption will be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation will not constitute an Event of Default hereunder. The Trustee will give notice of rescission of redemption in the same manner notice of redemption was originally provided.
In addition to the foregoing notice, further notice will be given by the Trustee in said form by first class mail to any Bondowner whose Bond has been called for redemption but who has failed to submit his Bond for payment by the date which is sixty days after the redemption date, but no defect in said further notice nor any failure to give or receive all or any portion of such further notice will in any manner defeat the effectiveness of a call for redemption.
Upon the payment by the Trustee from the applicable account in the Revenue Fund of the redemption price of the Bond being redeemed, each check or other transfer of funds issued for such purpose will, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.
Item 8.1
Mountain House Page 976 of 1946 16 (e) Selection of Bonds of a Maturity for Redemption. Unless otherwise provided hereunder, whenever provision is made in this Indenture or in the applicable Supplemental Indenture for the redemption of fewer than all of the Bonds of a series or maturity of the Bonds, the Authority will select the Bonds to be redeemed from all Bonds of such series and maturity not previously called for redemption, by lot in any manner which the Trustee in its sole discretion will deem appropriate and fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 authorized denominations, and such separate authorized denominations will be treated as separate Bonds that may be separately redeemed. (f) Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Authority will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same maturity date, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed. (g) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption will have been duly provided, such Bonds so called will cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price, and no interest will accrue thereon from and after the redemption date specified in such notice.
All Bonds redeemed pursuant to this Section 2.2 will be cancelled and destroyed.
Section 2.3. Form of Bonds. The Bonds, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, will be substantially in the form set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.
Section 2.4. Execution of Bonds. All the Bonds will, from time to time, be executed on behalf of the Authority by, or bear the manual or facsimile signature of, one of the members of the Board of Directors of the Authority and be attested by the manual or facsimile signature of the Secretary or by any deputy thereof. If any of the directors or officers who will have signed any of the Bonds or whose facsimile signature will be upon the Bonds will cease to be such officer of the Authority before the Bond so signed will have been actually authenticated by the Trustee or delivered, such Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as though the person or persons who signed such Bonds or whose facsimile signature will be upon the Bonds had not ceased to be such officer of the Authority; and any such Bond may be signed on behalf of the Authority by those persons who, at the actual date of the execution of such Bonds, will be the proper officers of the Authority, although at the date of such Bond any such person will not have been such officer of the Authority.
Only such of the Bonds as will bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, manually executed by the Trustee, will be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee will be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture.
Section 2.5. Transfer of Bonds. Subject to Section 2.10, any Bond may in accordance with its terms, be transferred, upon the Bond Register, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Bond will be surrendered for transfer, the Authority Item 8.1
Mountain House Page 977 of 1946 17 will execute and the Trustee will thereupon authenticate and deliver to the transferee a new Bond or Bonds of like Series, tenor, maturity and aggregate principal amount. No Bonds selected for redemption will be subject to transfer pursuant to this Section nor will any Bond be subject to transfer during the fifteen days prior to the selection of Bonds for redemption.
The cost of printing any Bonds and any services rendered or any expenses incurred by the Trustee in connection with any transfer or exchange will be paid by the Authority. However, the Owners of the Bonds will be required to pay any tax or other governmental charge required to be paid for any exchange or registration of transfer and the Owners of the Bonds will be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the replacement of any mutilated, lost or stolen Bonds.
Section 2.6. Exchange of Bonds. Subject to Section 2.10, Bonds may be exchanged at the Trust Office of the Trustee for Bonds of the same Series, tenor and maturity and of other authorized denominations. No Bonds selected for redemption will be subject to exchange pursuant to this Section, nor will any Bond be subject to exchange during the fifteen days prior to the selection of Bonds for redemption. The Owners of the Bonds will be required to pay any tax or other governmental charge required to be paid for any exchange and the Owners of the Bonds will be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the exchange of any Bonds.
Section 2.7. Temporary Bonds. The Bonds may be issued initially in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, will be of such denominations as may be determined by the Authority and may contain such reference to any of the provisions of this Indenture as may be appropriate.
Every temporary Bond will be executed by the Authority and be registered and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered for cancellation, in exchange therefor at the Trust Office of the Trustee, and the Trustee will authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds will be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.
Section 2.8. Bond Register. The Trustee will keep or cause to be kept at its Trust Office sufficient records for the registration and transfer of the Bonds, which will be the Bond Register and will at all times during regular business hours be open to inspection by the Authority upon reasonable notice; and, upon presentation for such purpose, the Trustee will, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said records, Bonds as hereinbefore provided.
Section 2.9. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond will become mutilated, the Authority, at the expense of the Owner of said Bond, will execute, and the Trustee will thereupon authenticate and deliver, a new Bond of like series, tenor and authorized denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee will be cancelled by it and destroyed in accordance with the retention policy of the Trustee then in effect.
If any Bond issued hereunder will be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to it and indemnity satisfactory to it will be given, at the expense of the Bond Owner, the Authority will execute, and the Trustee will thereupon authenticate and deliver, a new Bond of like series and tenor in lieu of Item 8.1
Mountain House Page 978 of 1946 18 and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond will have matured or will have been called for redemption, instead of issuing a substitute Bond the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee). The Trustee may require payment of a reasonable fee for each new Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen will constitute an original contractual obligation on the part of the Authority whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and will be equally and proportionately entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.
Section 2.10. Book-Entry System.
(a) All Bonds will be initially issued in the form of a separate single certificated fully registered Bond for each maturity date of the Bonds. Upon initial issuance, the ownership of each Bond will be registered in the Bond Register in the name of Cede & Co., as nominee of DTC.
Except as provided in Section 2.10(d), all Outstanding Bonds will be registered in the Bond Register in the name of Cede & Co., as nominee of DTC.
(b) With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the Authority and the Trustee will have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown in the Bond Register, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The Authority and the Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee will pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners, as shown in the Bond Register, as provided in Section 2.8, or their respective attorneys duly authorized in writing, and all such payments will be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Bond Register, will receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest pursuant to this Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the word “Cede & Co.” in this Indenture will refer to such new nominee of DTC.
(c) The delivery of the Representation Letter and the Trustee will not in any way limit the provisions of Section 2.10(b) or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the Bond Register. The Trustee will take all action necessary for all representations in the Representation Letter with respect to the Trustee to be complied with at all times.
Item 8.1
Mountain House Page 979 of 1946 19 (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law. (i) The Authority, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Authority determines that:
(A) DTC is unable to discharge its responsibilities with respect to the Bonds, or
(B) a continuation of the requirement that all Outstanding Bonds be registered in the Bond Register in the name of Cede & Co., or any other nominee of DTC, is not in the best interest of the beneficial owners of such Bonds. (ii) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 2.10(d)(i)(B), or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 2.10(d)(i)(A) after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Authority, is willing and able to undertake such functions upon reasonable and customary terms, the Authority is obligated to deliver Bond certificates, as described in this Indenture and the Bonds will no longer be restricted to being registered in the Bond Register in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or names DTC will designate to the Trustee in writing, in accordance with the provisions of this Indenture.
(e) Notwithstanding any other provisions of this Indenture to the contrary, as long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal or, premium, if any, and interest on such Bond and all notices with respect to such Bond will be made and given, respectively, in the manner provided in the Representation Letter.
Section 2.11. Validity of Bonds. The validity of the authorization and issuance of the Bonds will not be affected in any way by any proceedings taken by the Authority or the City with respect to the application of the proceeds of the Bonds, and the recital contained in the Bonds that the same are issued pursuant to the Bond Law will be conclusive evidence of their validity and of the regularity of their issuance.
Item 8.1
Mountain House Page 980 of 1946 20 ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS
Section 3.1. Issuance of Bonds. Upon the execution and delivery of this Indenture and compliance with the requirements set forth in Section 2.1, the Authority will execute and deliver the Bonds in the principal amounts set forth in Section 2.1 to the Trustee for authentication and delivery to the Original Purchaser thereof upon the Request of the Authority.
Section 3.2. Application of Proceeds of Sale of Bonds . (a) Proceeds of the Bonds. The Trustee shall apply the proceeds of the sale of the Bonds received on the Closing Date, being an amount equal to $___________ (constituting the aggregate principal amount of the Bonds, ($___________), plus net original issue premium of $___________, less an underwriter’s discount of $___________). (b) Purchase of the Local Obligations. Each series of Local Obligations shall bear a proportionate share of the benefits and burdens related to the Bonds, including funding of the costs of issuance, capitalized interest and Reserve Requirement. The purchase price of each respective series of Local Obligations is calculated as the principal amount of the respective series of Local Obligations, less net original issue discount and less the allocable share of Underwriter’s discount, being an aggregate amount of $___________, shall be deemed a purchase fund and shall on the Closing Date be deposited for the benefit of each Improvement Area as provided in Section 3.02(a) of each Fiscal Agent Agreement. (c) Deposits by the Trustee. On the Closing Date, the Trustee shall apply available proceeds as follows:
(i) Costs of Issuance Fund: Deposit $___________ in the Costs of Issuance Fund to be used in accordance with Section 3.4.
(ii) Interest Account of Revenue Fund: Deposit $___________ in the Interest Account of the Revenue Fund established in accordance with Section 4.2 to pay interest on the Bonds due on _____________.
(iii) Reserve Fund: Deposit $___________ in the Reserve Fund to be used in accordance with Section 4.3.
Section 3.3. [Reserved].
Section 3.4. Costs of Issuance Fund. The Trustee will establish and maintain a fund known as the “Costs of Issuance Fund” into which will be deposited the amounts set forth in Section 3.2. The moneys in the Costs of Issuance Fund will be used to pay Costs of Issuance from time to time upon receipt by the Trustee of a Request of the Authority. On the date which is 120 days following the Closing Date, or upon the earlier receipt by the Trustee of a Request of the Authority stating that all Costs of Issuance have been paid, the Trustee will transfer all remaining amounts in the Costs of Issuance Fund to the Revenue Fund, for payment of debt service on the Bonds. Upon such transfer, the Costs of Issuance Fund will be closed and the Trustee will no longer be obligated to make payments for Costs of Issuance. The Authority may at any time file a Request of the Authority requesting that the Trustee retain a specified amount Item 8.1
Mountain House Page 981 of 1946 21 in the Costs of Issuance Fund and transfer to the Revenue Fund all remaining amounts, and upon receipt of such request by the Trustee, the Trustee will comply with such request.
Section 3.5. Reserve Fund. The Trustee shall maintain a separate fund to be known as the “Reserve Fund” which shall be established and administered as provided in Section 4.3.
Section 3.6. Rebate Fund. Upon the initial need arises for a deposit to be made into the Rebate Fund, the Trustee shall establish and maintain a separate fund to be known as the “Rebate Fund” to be administered as described in Section 5.8.
ARTICLE IV
REVENUES; FLOW OF FUNDS
Section 4.1. Pledge of Revenues; Assignment of Rights. Subject to the provisions of Sections 7.3 and 10.3, the Bonds will be secured by a first lien on and pledge (which will be effected in the manner and to the extent hereinafter provided) of all of the Revenues. The Bonds will be equally secured by a pledge, charge and lien upon the Revenues without priority for any Bond over any other Bond; and the payment of the interest on and principal of the Bonds and any premiums upon the redemption of any Bonds will be and are secured by an exclusive pledge, charge and lien upon the Revenues. So long as any of the Bonds are Outstanding, the Revenues will not be used for any purpose except as is expressly permitted by this Indenture.
The Authority hereby transfers in trust, grants a security interest in and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds all of the Revenues and all of the right, title and interest of the Authority in the Local Obligations, subject to the terms of this Indenture. The Trustee will be entitled to and will collect and receive all of the Revenues, and any Revenues collected or received by the Authority will be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and will forthwith be paid by the Authority to the Trustee. Subject to the provisions of Section 9.2, the Trustee also will be entitled to and will take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority with respect to its ownership of the Local Obligations.
Section 4.2. Receipt, Deposit and Application of Revenues; Revenue Fund. (a) All Revenues shall be promptly deposited by the Trustee upon receipt thereof in the “Revenue Fund,” which shall be established and held by the Trustee in trust for the benefit of the Authority and the Owners of the Bonds.
On or before each Interest Payment Date and date for redemption of the Bonds, the Trustee will transfer from the Revenue Fund, and deposit into the following respective accounts for the Bonds, each of which will be held in trust by the Trustee within the Revenue Fund, the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority shall be drawn on before any other amounts:
Item 8.1
Mountain House Page 982 of 1946 22 (i) Interest Account. On each Interest Payment Date and redemption date, the Trustee will deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all Outstanding Bonds or to be paid on the Bonds being redeemed on such date. No deposit need be made into the Interest Account if the amount contained therein is at least equal to the interest becoming due and payable upon all Outstanding Bonds on the next succeeding Interest Payment Date or redemption date, as applicable. All moneys in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it will become due and payable (including accrued interest on any Bonds redeemed prior to maturity). In the event that the amounts on deposit in the Interest Account on any Interest Payment Date or redemption date are insufficient for any reason to pay the aggregate amount of interest then coming due and payable on the Outstanding Bonds, the Trustee will apply such amounts to the payment of interest on each of the Outstanding Bonds on a pro rata basis. (ii) Principal Account. On each Interest Payment Date and redemption date on which the principal of the Bonds will be payable, the Trustee will deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of, and premium (if any) on, the Bonds coming due and payable on such Interest Payment Date, or required to be redeemed on such date pursuant to Section 2.2; provided, however, that no amount will be deposited to effect a redemption pursuant to Section 2.2(a) or 2.2(b) unless the Trustee has first received a certificate of an Independent Accountant certifying that such deposit to effect an optional redemption of the Bonds will not impair the ability of the Authority to make timely payment of the principal of and interest on the Bonds, assuming for such purposes that each Improvement Area continues to make timely payments on the respective Local Obligations not then in default. All moneys in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of (i) paying the principal of the Bonds at the maturity thereof or (ii) paying the principal of and premium (if any) on any Bonds upon the redemption thereof pursuant to Section 2.2.
(b) If on the date which is 30 days prior any Interest Payment Date the amount on deposit in the Revenue Fund is inadequate to make the transfers described in subsection (a) above as a result of a payment default on an issue of Local Obligations, the Trustee will within 5 days thereof notify the Finance Director of the City of the amount needed to make the required deposits under subsection (a) above. In the event that amounts in the Revenue Fund are insufficient to pay regularly scheduled payments of principal of and interest on the Bonds, the Trustee shall withdraw from the Reserve Fund to the extent of any funds therein, the amount of such insufficiency, and the Fiscal Agent shall provide written notice to the Authority, the Finance Director of the City and the Special Tax Administrator of the amounts so withdrawn from the Reserve Fund. Amounts so withdrawn from the Reserve Fund shall be deposited in the Revenue Fund.
If, after the foregoing transfer, there are insufficient funds in the Revenue Fund to make the payments provided for to pay regularly scheduled payments of principal of and interest on the Bonds, the Trustee shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal due on the Bonds by reason of sinking payments.
Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date.
Item 8.1
Mountain House Page 983 of 1946 23 (c) On each Interest Payment Date after making the transfers required under subsections (a) and (b) above, upon receipt of a Request of the Authority to do so, the Trustee will transfer from the Revenue Fund to the Rebate Fund for deposit therein the amounts specified in such Request.
(d) On each Interest Payment Date after making the transfers required under subsections (a), (b) and (c) above, upon receipt of a Request of the Authority to do so, the Trustee will transfer from the Revenue Fund to the Authority the amounts specified in such Request for payment of Administrative Expenses.
(e) Unless otherwise directed by the Authority, on each September 2, the Trustee shall transfer any remaining balance from the Revenue Fund to the Special Tax Fund established for each Improvement Area as a credit against the payments due on the respective Local Obligations and, in turn, on the Bonds, in the proportionate amount contributed to the Revenue Fund by the Special Tax Fund of each Improvement Area, such proportionate amounts being calculated as of the Closing Date as follows: Improvement Area No. 8 (23.6%), Improvement Area No. 13 (31.1%) and Improvement Area No. 12 (45.3_%).
Section 4.3. Reserve Fund.
(a) The Trustee shall establish and maintain a separate fund to be held by the Trustee to be known as the “Reserve Fund,” to the credit of which the Trustee shall deposit, immediately upon receipt, respective reserve fund proceeds as set forth in Section 3.2(c). Moneys in the Reserve Fund shall be held in trust by the Trustee for the benefit of the Owners of the Bonds and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
The Authority has the right at any time to cause the Trustee to release funds from the Reserve Fund, in whole or in part, by tendering to the Trustee: (1) a Qualified Reserve Fund Credit Instrument, and (2) an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the Bonds to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Trustee, the Trustee will transfer such funds from the Reserve Fund to the Authority.
(b) On the Closing Date, the Authority shall deposit into the Reserve Fund an amount equal to the Reserve Requirement. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Revenue Fund in the event of any deficiency within five days prior to any Interest Payment Date in the Revenue Fund of the amount required for payment of the principal of, and interest on, the Bonds on such Interest Payment Date. Whenever transfer is made from the Reserve Fund to the Revenue Fund due to a deficiency in the Revenue Fund, the Trustee shall provide written notice thereof to the Authority and the Finance Director of the City. (c) In addition to the uses of the Reserve Fund set forth in subsection (b), upon the occurrence of payment at final maturity or redemption of all or a portion of any series of Local Obligations, the Trustee shall, upon receipt of a Request of the Authority, apply a portion of the amount in the Reserve Fund to such payment or redemption in the amount specified by the Authority, and adjust the balance in the Reserve Fund to the amount of the newly established Reserve Requirement determined by the Authority based on the outstanding Bonds remaining outstanding, and transfer any excess funds as directed in a Certificate of the Authority.
Item 8.1
Mountain House Page 984 of 1946 24 (d) To the extent that the transfer of such moneys from the Reserve Fund results in the amount on deposit in the Reserve Fund to be below the Reserve Requirement, the Authority shall immediately notify the Finance Director of the City and the Special Tax Administrator of the need to increase the applicable Special Tax levy in future year(s). Such notice shall continue annually until the amount on deposit in the Reserve Fund is at least equal to the Reserve Requirement.
(e) To the extent that the transfer of such moneys from the Reserve Fund results in the amount on deposit in the Reserve Fund to be below the Reserve Requirement, the Authority shall notify the City and the Special Tax Administrator to increase the applicable Special Tax levy in future years, but only within the Improvement Area that necessitated the draw on the Reserve Fund, until the amount on deposit in the Reserve Fund is at least equal to the Reserve Requirement. Draws on the Reserve Fund for payment of the Bonds may only be replenished from Special Taxes received from the Improvement Area corresponding the to the deficiency in payment of Local Obligations that caused the draw; there is no requirement that Special Taxes of any Improvement Area be used to replenish a draw on the Reserve Fund attributable to deficiency attributable to any other Improvement Area.
(f) Unless otherwise directed in a Certificate of the Authority, on August 1 of each year, any interest earned on the investment of monies on deposit in the Reserve Fund which would cause the amount therein to exceed the Reserve Requirement shall be transferred by the Trustee to the Revenue Fund. Investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund and transferred to the Rebate Fund for purposes of making payment to the federal government to comply with Section 5.7(d). (g) When amounts in the Reserve Fund are sufficient to repay the remaining principal and interest due on the Local Obligations and, in turn, the Bonds, such amount may be transferred, upon Request of the Authority, to the fiscal agent for the Local Obligations for deposit in the Special Tax Fund of each Improvement Area as a credit against the payments due on the respective Local Obligations and, in turn, on the Bonds.
Section 4.4. Investments. All moneys in any of the funds or accounts established with the Trustee pursuant to this Indenture will be invested by the Trustee solely in Permitted Investments, as directed pursuant to the Request of the Authority filed with the Trustee at least two (2) Business Days in advance of the making of such investments. The Trustee will be entitled to conclusively rely on any such Request of the Authority and will be fully protected in relying thereon. In the absence of any such Request of the Authority the Trustee will invest any such moneys in Permitted Investments described in clause (h) of the definition thereof provided, however, that any such investment will be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee will have received a Request of the Authority specifying a specific money market fund and, if no such Request of the Authority is so received, the Trustee will hold such moneys uninvested. The Trustee will be entitled to rely upon any investment directions from the Authority as conclusive certification to the Trustee that the investments described therein are so authorized under the laws of the State of California and qualify as Permitted Investments. Permitted Investments purchased as an investment of moneys in any fund or account established pursuant to this Indenture will be deemed to be part of such fund or account.
All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder will be deposited in the fund or account from which such investment was made.
Item 8.1
Mountain House Page 985 of 1946 25 For purposes of acquiring any investments hereunder, the Trustee may commingle moneys held by it in any of the funds and accounts held by it hereunder. The Trustee and its affiliates may act as advisor, sponsor, principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee and its affiliates may make any and all investments permitted herein through its own investment department. The Trustee will incur no liability for losses arising from any investments made pursuant to this Section
4.4. The Authority acknowledges that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Authority periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder.
Section 4.5. Valuation and Disposition of Investments.
(a) Except as otherwise provided in subsection (b) of this Section, the Authority covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) will be acquired, disposed of, and valued by the Authority (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value. (b) Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code will be valued by the Authority at their present value (within the meaning of section 148 of the Code).
Item 8.1
Mountain House Page 986 of 1946 26 ARTICLE V
COVENANTS OF THE AUTHORITY
Section 5.1. Punctual Payment. The Authority will punctually pay or cause to be paid the principal and interest and premium (if any) to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of Revenues and other assets pledged for such payment as provided in this Indenture.
Section 5.2. Extension of Payment of Bonds. The Authority will not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest will be extended, such Bonds or claims for interest will not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which will have been so extended. Nothing in this Section will be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance will not be deemed to constitute an extension of maturity of the Bonds.
Section 5.3. Against Encumbrances. The Authority will not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Indenture while any of the Bonds are Outstanding, except the pledge and assignment created by this Indenture and except as otherwise permitted by Section 5.6 of this Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Bond Law, and reserves the right to issue other obligations for such purposes.
Section 5.4. Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues, ownership rights in the Local Obligations and other assets purported to be pledged and assigned, respectively, under this Indenture. The Bonds and the provisions of this Indenture are and will be the legal, valid and binding limited, special obligations of the Authority in accordance with their terms, and the Authority and the Trustee will at all times, to the extent permitted by law, defend, preserve and protect said pledge and assignment of the Revenues, ownership rights in the Local Obligations, and other assets and all the rights of the Bond Owners under this Indenture against all claims and demands of all persons whomsoever.
Section 5.5. Accounting Records and Financial Statements.
Not later than 45 days following each Interest Payment Date, the Trustee will prepare and file with the Authority a report setting forth: (i) amounts withdrawn from and deposited into each fund and account maintained by the Trustee under this Indenture; (ii) the balance on deposit in each fund and account as of the date for which such report is prepared; and (iii) a brief description of all obligations held as investments in each fund and account. Copies of such reports may be mailed to any Owner upon the Owner’s written request to the Trustee at the expense of such Owner at a cost not to exceed the Trustee’s actual costs of duplication and mailing.
Item 8.1
Mountain House Page 987 of 1946 27 Section 5.6. No Additional Bonds, Except for Refunding. The Authority may not issue any additional bonds, notes or other obligations payable from the Revenues on a parity with the Bonds (“Additional Bonds”), except that the Authority may issue bonds, notes or other obligations for the purpose of refunding any Outstanding Bonds in whole or in part.
Section 5.7. Tax Covenants.
(a) Private Activity Bond Limitation. The Authority will assure that the proceeds of the Bonds are not used so as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code. (b) Federal Guarantee Prohibition. The Authority will not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code. (c) No Arbitrage. The Authority will not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the Bond proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date, would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code.
(d) Rebate of Excess Investment Earnings to United States. The Authority will calculate or cause to be calculated excess investment earnings with respect to the Bonds which are required to be rebated to the United States of America pursuant to Section 148(f) of the Code, and will pay the full amount of such excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required pursuant to the Code.
Such payments will be made by the Authority from any source of legally available funds of the Authority, including amounts deposited into the Rebate Fund, if any. The Authority will keep or cause to be kept, and retain or cause to be retained for a period of six (6) years following the final payment of the Bonds, records of the determinations made pursuant to this subsection (d). In order to provide for the administration of this subsection (d), the Authority may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the Authority may deem appropriate. (e) Maintenance of Tax Exemption. The Authority will take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners thereof to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds.
(f) Record Retention. The Authority will retain its records of all accounting and monitoring it carries out with respect to the Bonds for at least 3 years after the Bonds mature or are redeemed (whichever is earlier); however, if the Bonds are redeemed and refunded, the Authority will retain its records of accounting and monitoring at least 3 years after the earlier of the maturity or redemption of the obligations that refunded the Bonds. (g) Compliance with Tax Certificate. The Authority will comply with the provisions of the Tax Certificate and the Use of Proceeds Certificate with respect to the Bonds, which are incorporated herein as if fully set forth herein. The covenants of this Section will survive payment in full or defeasance of the Bonds.
Item 8.1
Mountain House Page 988 of 1946 28 Section 5.8. Rebate Fund.
(a) Establishment. The Trustee will establish a Rebate Fund pursuant to Section 3.6 when deposits are required to be made therein. Absent an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest on the Bonds will not be adversely affected, the Authority will cause to be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to this Section, Section 5.8(d) and the Code. All money at any time deposited in the Rebate Fund will be held by the Trustee in trust for payment to the United States Treasury in accordance with written instructions given by the Authority to the Trustee, upon which the Trustee may conclusively rely.
(b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the Bonds and after payment of all the amounts payable to the United States Treasury from the Rebate Fund, including accrued interest and payment of all applicable fees to the Trustee, may be withdrawn by the Trustee and remitted to the Authority and utilized in any manner by the Authority.
Section 5.9. Continuing Disclosure. The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.
Notwithstanding any other provision of this Indenture, failure of the Authority to comply with the Continuing Disclosure Certificate will not be considered an Event of Default; however, any Participating Underwriter or any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.
Section 5.10. Compliance with Reporting Requirements of Bond Law. (a) The Authority hereby covenants and agrees that it will comply with and carry out all of the reporting requirements of the Bond Law, including, but not limited to, Section 6599.1 thereof.
(b) Not later than January 1 of the year following issuance of the Bonds, and at least once a year thereafter, the Authority shall file a report with the Board in accordance with the requirements of Government Code Section 53411, which report shall contain: (i) the amount of Revenues collected and expended; and (ii) if applicable, the status of the Project financed by the Bonds. In addition, no later than seven months after the end of the Authority’s fiscal year, the Authority shall prepare and supply to CDIAC the information required by Section 8855(k) of the Government Code. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC.
(c) Not later than seven months after the end of the Authority’s fiscal year, the Authority shall prepare and supply to CDIAC the information required by Section 8855(k) of the Government Code. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC.
Section 5.11. Further Assurances. The Authority will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture.
Item 8.1
Mountain House Page 989 of 1946 29 Section 5.12. Ownership of Local Obligations. Subject to the provisions of this Indenture, the Authority and the Trustee will use reasonable efforts to collect all amounts due on the Local Obligations and will enforce, and take all steps, actions and proceedings which the Authority and Trustee determine to be reasonably necessary for the enforcement of all of the rights of the Authority thereunder and for the enforcement of all of the obligations and covenants of the Authority. The Trustee will authenticate and hold the Local Obligations registered in the name of the Trustee.
Item 8.1
Mountain House Page 990 of 1946 30 ARTICLE VI
[RESERVED]
ARTICLE VII
THE TRUSTEE
SECTION 7.1. The Trustee. Computershare Trust Company, N.A. will serve as the Trustee for the purpose of receiving all money which the Authority is required to deposit with the Trustee hereunder and for the purpose of allocating, applying and using such money as provided herein and for the purpose of paying the interest and principal and redemption premiums, if any, on the Bonds presented for payment and for the purpose of canceling all paid or redeemed Bonds as provided herein. The Authority agrees that it will at all times maintain a Trustee having a corporate trust office in either San Francisco, California, Los Angeles, California or Saint Paul, Minnesota.
The Authority may at any time (unless there exists any Event of Default as defined in Section 7.01) remove the Trustee initially appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in writing; provided that any such successor will be a bank, national banking association or trust company doing business and having a principal office in either San Francisco, California or Los Angeles, California, having a combined capital (exclusive of borrowed capital) and surplus of at least $75,000,000 (including, for such proposal, the combined capital and surplus of any parent holding companies) and subject to supervision or examination by federal or state authority. If such bank, national banking association or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this section the combined capital and surplus of such bank, national banking association or trust company will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice of such resignation to the Authority and by mailing to the Owners notice of such resignation. Upon receiving such notice of resignation, the Authority will promptly appoint a successor Trustee by an instrument in writing. Any removal or resignation of a Trustee and appointment of a successor Trustee will become effective only upon the acceptance of appointment by the successor Trustee. If, within 30 days after notice of the removal or resignation of the Trustee no successor Trustee will have been appointed and will have accepted such appointment, the removed or resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby.
The Trustee will, prior to an Event of Default, and after the curing of all Events of Default that may have occurred, perform such duties and only such duties as are specifically set forth in the Trust Agreement and no implied covenants, duties or obligations will be read into this Trust Agreement. The Trustee will, during the existence of any Event of Default (that has not been cured), exercise such of the rights and powers vested in it hereby, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
Item 8.1
Mountain House Page 991 of 1946 31 SECTION 7.2. Liability of Trustee. The recitals of facts, agreements and covenants herein and in the Bonds will be taken as recitals of facts, agreements and covenants of the Authority, and the Trustee assumes no responsibility for the correctness of the same, or makes any representation as to the sufficiency or validity hereof or of the Bonds, and will not incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to or imposed upon it herein, in the Bonds or in law or equity. The Trustee will not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds.
The Trustee will not be liable for any error of judgment made in good faith by a responsible officer, unless it will be proved that the Trustee was negligent in ascertaining the pertinent facts.
The Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee hereunder.
The Trustee will be under no obligation to exercise any of the rights or powers vested in it hereby at the request, order or direction of any of the Owners pursuant to the provisions hereof unless such Owners will have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no obligation or liability to the Owners for the payment of interest, principal or redemption premium, if any, on the Bonds from its own funds; but rather the Trustee’s obligations will be limited to the performance of its duties hereunder.
The Trustee will not be deemed to have knowledge of any default hereunder or default under the Contract unless and until a responsible trust officer will have actual knowledge thereof or will have received written notice thereof at its Corporate Trust Office. Except as otherwise expressly provided herein, the Trustee will not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds or as to the existence of a default hereunder.
The Trustee will be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Trustee will not be answerable for the professional malpractice of any attorney-at-law or certified public accountant in connection with the rendering of his professional advice in accordance with the terms hereof, if such attorney-at-law or certified public accountant was selected by the Trustee with due care.
The Trustee will not be concerned with or accountable to anyone for the subsequent use or application of any moneys that will be released or withdrawn in accordance with the provisions hereof.
Whether or not therein expressly so provided, every provision hereof or of the Contract or any related documents relating to the conduct or affecting the liability of or affording protection to the Trustee will be subject to the provisions of this article.
The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, Item 8.1
Mountain House Page 992 of 1946 32 condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or District of the project financed or refinanced with proceeds of the Bonds. In no event will the Trustee be liable for incidental, indirect, special, punitive or consequential losses or damages of any kind whatsoever (including, without limitation, lost profits), even if the Trustee has been advised of the possibility of such losses or damages and regardless of the form of action, in connection with or arising from the Contract or this Trust Agreement for the existence, furnishing or use of the project financed or refinanced with proceeds of the Bonds.
The Trustee will be protected in acting upon any notice, requisition, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel will be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.
Whenever in the administration of its rights and obligations hereunder the Trustee will deem it necessary or desirable that a matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority, which certificate will be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable.
No provision of this Trust Agreement will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers.
The Trustee will have no responsibility, opinion or liability with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the execution and delivery of the Bonds.
All immunities, indemnifications and releases from liability granted herein to the Trustee will extend to the directors, employees, officers and agents thereof.
Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it will be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, so long as such company will meet the requirements set forth in Section 7.1, will be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.
The Trustee may become the owner or pledgee of any Bonds with the same rights it would have if it were not Trustee.
Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee will be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Authority.
Item 8.1
Mountain House Page 993 of 1946 33 Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee will be subject to the provisions of this Section 7.2.
The Trustee will not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics or pandemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project financed or refinanced with proceeds of the Bonds, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee.
The Trustee will have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Trust Agreement and delivered using Electronic Means (“Electronic Means” will mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority will provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate will be amended by the Authority whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions will be deemed controlling. The Authority understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee will conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority will be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority. The Trustee will not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
Item 8.1
Mountain House Page 994 of 1946 34 The permissive right of the Trustee to do things enumerated in this Trust Agreement will not be construed as a duty and it will not be answerable for other than its negligence or willful misconduct.
The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, affiliates, or receivers, and will be entitled to advice of counsel concerning all matters of trust and its duty hereunder, and the Trustee will not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care.
SECTION 7.3. Compensation and Indemnification of Trustee. The Authority covenants to pay to the Trustee from time to time, and the Trustee will be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Authority will pay or reimburse the Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its counsel, agents and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct.
The Authority, to the extent permitted by law, will indemnify, defend and hold harmless the Trustee against any loss, damages, liability or expense (including legal fees and expenses) incurred without negligence or willful misconduct on the part of the Trustee arising out of or in connection with (i) the acceptance or administration of the trusts created hereby, or the exercise or performance of any of its powers or duties hereunder, or (ii) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading in any official statement or other offering circular utilized in connection with the sale of any of the Bonds, including costs and expenses (including attorneys’ fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers hereunder. The rights of the Trustee and the obligations of the Authority under this section will survive the discharge of the Bonds and the Trust Agreement and the resignation or removal of the Trustee.
Item 8.1
Mountain House Page 995 of 1946 35 ARTICLE VIII
MODIFICATION AND AMENDMENT OF THE INDENTURE
Section 8.1. Amendment. This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture which will become binding when the prior written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment will (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without written consent of the Trustee, modify any of the rights or obligations of the Trustee.
This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may also be modified or amended at any time by a Supplemental Indenture which will become binding upon adoption, without consent of any Owners, to the extent permitted by law but only for any one or more of the following purposes
(a) to add to the covenants and agreements of the Authority contained in this Indenture, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Authority so long as such addition, limitation or surrender of such rights or powers will not materially adversely affect the Owners of the Bonds; or
(b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Authority may deem necessary or desirable, provided under any circumstances that such modifications or amendments will not materially adversely affect the interests of the Owners of the Bonds; or
(c) to amend any provision relating to the Code as may be necessary or appropriate to assure compliance with the Code and the exclusion from gross income of interest on the Bonds; or
(d) to amend any provision to place any Additional Bonds on a parity with the Bonds for all purposes of this Indenture, including, but not limited to, for the purpose of exercising all rights and remedies hereunder; or
(e) to amend the provisions of Section 4.4.
If requested, the Trustee will be furnished with an opinion of Bond Counsel that any such Supplemental Indenture entered into by the Authority and the Trustee complies with the provisions of this Article VIII and the Trustee may conclusively rely upon such opinion and will be fully protected in relying thereon.
Section 8.2. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VIII, this Indenture will be deemed to be modified and amended in accordance therewith, the respective rights, duties and Item 8.1
Mountain House Page 996 of 1946 36 obligations of the parties hereto or thereto and all Owners of Outstanding Bonds, as the case may be, will thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of this Indenture for any and all purposes.
Section 8.3. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that any affected Bonds will bear a notation, by endorsement in form approved by the Authority, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of its Bond for that purpose at the Trust Office of the Trustee, a suitable notation as to such action will be made on such Bond. If the Authority will so determine, new Bonds so modified as, in the opinion of the Authority, will be necessary to conform to such Bond Owners’ action will be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds will be exchanged at the Trust Office of the Trustee, without cost to each Bond Owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds.
Section 8.4. Amendment by Mutual Consent. The provisions of this Article VIII will not prevent any Bond Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond.
Item 8.1
Mountain House Page 997 of 1946 37 ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default. The following events will be Events of Default hereunder.
(a) Default in the due and punctual payment of the principal of any Bond when and as the same will become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise;
(b) Default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment will become due and payable; or (c) Default by the Authority in the observance of any of the other covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, if such default will have continued for a period of 60 days after written notice thereof, specifying such default and requiring the same to be remedied, will have been given to the Authority by the Trustee, or to the Authority and the Trustee by the Owners of not less than 25% in aggregate principal amount of the Bonds at the time Outstanding; provided that such default (other than a default arising from nonpayment of the Trustee’s fees and expenses, which must be cured within such 60 day period unless waived by the Trustee) will not constitute an Event of Default hereunder if the Authority will commence to cure such default within said 60 day period and thereafter diligently and in good faith will cure such default within a reasonable period of time.
Section 9.2. Remedies; Rights of Bond Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture. In the event of an Event of Default arising out of a nonpayment of Trustee’s fees and expenses, the Trustee may sue the Authority to seek recovery of its fees and expenses; provided, however, that such recovery may be made only from Revenues.
If an Event of Default will have occurred and be continuing and if requested to do so by the Owners of at least 25% in aggregate principal amount of Outstanding Bonds, and, in each case, if indemnified as provided in Section 7.2(l), the Trustee will be obligated to exercise such one or more of the rights and powers conferred by this Article IX and, as applicable, as fiscal agent for the Local Obligations, as the Trustee, being advised by counsel, will deem most expedient in the interests of the Bond Owners.
No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bond Owners) is intended to be exclusive of any other remedy, but each and every such remedy will be cumulative and will be in addition to any other remedy given to the Trustee or to the Bond Owners hereunder or now or hereafter existing at law or in equity.
No delay or omission to exercise any right or power accruing upon any Event of Default will impair any such right or power or will be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient.
Item 8.1
Mountain House Page 998 of 1946 38 Section 9.3. Application of Revenues and Other Funds After Event of Default. All amounts received by the Trustee with respect to the Bonds pursuant to any right given or action taken by the Trustee under the provisions of this Indenture relating to the Bonds will be applied by the Trustee in the following order upon presentation of the several Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the surrender thereof if fully paid –
First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article IX, including reasonable compensation to its agents, attorneys and counsel (including outside counsel and the allocated costs of internal attorneys), and to the payment of all other outstanding fees and expenses of the Trustee; and
Second, to the payment of the whole amount of interest on and principal of the Bonds then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds; provided, however, that in the event such amounts will be insufficient to pay in full the full amount of such interest and principal, then such amounts will be applied in the following order of priority. (a) first to the payment of all installments of interest on the Bonds then due and unpaid, (b) second, to the payment of all installments of principal of the Bonds then due and unpaid, and
(c) third, to the payment of interest on overdue installments of principal and interest on Bonds.
Section 9.4. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, will have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, it may, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee will not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other such litigation and provided further that the Trustee will have the right to decline to comply with such written request unless indemnification satisfactory to it has been provided. Any suit, action or proceeding which any Owner of Bonds will have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued hereunder, by taking and holding the same, will be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the respective Owners of the Bonds for the purposes of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney in fact.
Item 8.1
Mountain House Page 999 of 1946 39 Section 9.5. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bond Owners under this Indenture, the Trustee will be entitled, as a matter of right, to the appointment of a receiver or receivers of the Revenues and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment will confer.
Section 9.6. Non-Waiver. Nothing in this Article IX or in any other provision of this Indenture, or in the Bonds, will affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the interest on and principal of the Bonds to the respective Owners of the Bonds at the respective dates of maturity, as herein provided, out of the Revenues and other moneys herein pledged for such payment.
A waiver of any default or breach of duty or contract by the Trustee or any Bond Owners will not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the Bonds to exercise any right or power accruing upon any default will impair any such right or power or will be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or Bond Owners by the Bond Law or by this Article IX may be enforced and exercised from time to time and as often as will be deemed expedient by the Trustee or the Bond Owners, as the case may be.
Section 9.7. Rights and Remedies of Bond Owners. No Owner of any Bond issued hereunder will have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner will have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding will have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners will have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee will have refused or omitted to comply with such request for a period of 60 days after such written request will have been received by, and said tender of indemnity will have been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder; it being understood and intended that no one or more Owners of Bonds will have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture will be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding.
The right of any Owner of any Bond to receive payment of the principal of and interest and premium (if any) on such Bond as herein provided or to institute suit for the enforcement of any such payment, will not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture.
Item 8.1
Mountain House Page 1000 of 1946 40 Section 9.8. Termination of Proceedings. In case the Trustee will have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings will have been discontinued or abandoned for any reason, or will have been determined adversely, then and in every such case, the Authority, the Trustee and the Bond Owners will be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee will continue as if no such proceedings had been taken.
Item 8.1
Mountain House Page 1001 of 1946 41 ARTICLE X
MISCELLANEOUS
Section 10.1. Limited Liability of Authority. Notwithstanding anything in this Indenture contained, (a) the Authority will not be required to advance any moneys derived from any source of income other than the Revenues for the payment of the principal of or interest on the Bonds, or any premiums upon the redemption thereof, or for the performance of any covenants herein contained for the benefit of the owners of the Bonds (except to the extent any such covenants are expressly payable hereunder from the Revenues) and (b) the Authority will not be required to advance any moneys derived from any source of income for the payment of the principal of or interest on the Local Obligations, or any premiums upon the redemption thereof or for the performance of any covenants herein contained for the benefit of the owners of the Local Obligations (except to the extent any such covenants are expressly payable hereunder from the Revenues). The Authority may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the Authority for such purpose without incurring indebtedness.
The Bonds will be revenue bonds, payable exclusively from the Revenues and other funds as in this Indenture provided. The general fund of the Authority is not liable, and the credit of the Authority is not pledged, for the payment of the interest and premium (if any) on or principal of the Bonds or the Local Obligations. The Owners of the Bonds and the Local Obligations will never have the right to compel the forfeiture of any property of the Authority. The principal of and interest on the Bonds, and any premiums upon the redemption of any thereof, will not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the Authority or upon any of its income, receipts or revenues except the Revenues and other funds pledged to the payment thereof as in this Indenture provided.
Neither the Authority nor its members, officers, directors, agents or employees or their successors and assigns shall be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under, by reason of or in connection with the Bonds or the Indenture, except only to the extent amounts are received for the payment thereof pursuant to the Indenture. Notwithstanding any contrary provision hereof, the Authority shall under no circumstances be obligated to pay the cost or expense of carrying out its duties hereunder except from funds received for such purposes or from funds which are made available under this Indenture or otherwise.
Section 10.2. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Authority, the Trustee and the Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Authority will be for the sole and exclusive benefit of the Trustee and the Owners of the Bonds.
Section 10.3. Discharge of Indenture. If the Authority will pay and discharge any or all of the Outstanding Bonds in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on such Bonds, as and when the same become due and payable; Item 8.1
Mountain House Page 1002 of 1946 42 (b) by irrevocably depositing with the Trustee, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and available for such purpose, is fully sufficient to pay such Bonds, including all principal, interest and redemption premiums; or
(c) by irrevocably depositing with the Trustee or any other fiduciary, Federal Securities in such amount as an Independent Accountant determines will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and available for such purpose, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates;
then any such Outstanding Bond or Bonds will be deemed to have been paid and discharged; provided, however, that any such Outstanding Bond or Bonds will be deemed to have been paid under paragraph (c) above only if (i) in the case of Bonds to be redeemed prior to the maturity thereof, notice of such redemption will have been mailed pursuant to Section 2.2(d) or provision satisfactory to the Trustee will have been made for the mailing of such notice, (ii) a verification report of an Independent Accountant will be delivered to the Trustee, and (iii) an opinion of Bond Counsel will be delivered to the Trustee in the case of a defeasance of Bonds, to the effect that the requirements of this Indenture have been satisfied with respect to such discharge of such Bonds. Upon a discharge of one or more Bonds as described above, and notwithstanding that any of such Bonds will not have been surrendered for payment, the pledge of the Revenues, and other funds provided for in this Indenture with respect to such Bonds, and all other pecuniary obligations of the Authority under this Indenture with respect to such Bonds, as applicable, will cease and terminate, except only the obligation of the Authority to comply with the covenants contained in Section 5.7 (Tax Covenants), to pay or cause to be paid to the Owners of such Bonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose, and to pay all expenses and costs of the Trustee. Any funds thereafter held by the Trustee, which are not required for said purposes, will be paid over to the Authority or upon a Request of the Authority.
Section 10.4. Successor is Deemed Included in All References to Predecessor.
Whenever in this Indenture or any Supplemental Indenture either the Authority is named or referred to, such reference will be deemed to include the successor, via written assignment, operation of law, or otherwise, to the powers, duties and functions, with respect to the management, administration and control of the affairs of the Authority, that are presently vested in the Authority, and all the covenants, agreements and provisions contained in this Indenture by or on behalf of the Authority will bind and inure to the benefit of its successors whether so expressed or not.
Section 10.5. Delegation by Authority; Content of Certificates. The Authority may delegate any or all of its obligations hereunder to its Authorized Officers, consultants and/or others. Every certificate by or on behalf of the Authority with respect to compliance with a condition or covenant provided for in this Indenture will include (a) a statement that the person or persons making or giving such certificate have read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to Item 8.1
Mountain House Page 1003 of 1946 43 whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with.
Any such certificate made or given by an officer of the Authority may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters, on information with respect to which is in the possession of the Authority, or upon the certificate or opinion of or representations by an officer or officers of the Authority, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous.
Section 10.6. Execution of Documents by Bond Owners. Any request, consent or other instrument required by this Indenture to be signed and executed by Bond Owners may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Bond Owners in person or by agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, will be sufficient for any purpose of this Indenture and will be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section 10.6.
The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgements of deeds, certifying that the person signing such request, consent or other instrument or writing acknowledged to him the execution thereof.
The ownership of Bonds will be conclusively proved by the Bond Register. Any request, consent or vote of the Owner of any Bond will bind every future Owner of the same Bond and the Owner of any Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in pursuance of such request, consent or vote.
In lieu of obtaining any demand, request, direction, consent or waiver in writing, the Trustee may call and hold a meeting of the Bond Owners upon such notice and in accordance with such rules and obligation as the Trustee considers fair and reasonable for the purpose of obtaining any such action.
Section 10.7. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Authority (but excluding Bonds held in any employees’ or retirement fund) will be disregarded and deemed not to be Outstanding for the purpose of any such determination, provided, however, that for the purpose of determining whether the Trustee will be protected in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee knows to be so owned or held will be disregarded. Upon request, the Authority will specify to the Trustee those Bonds disqualified pursuant to this Section 10.7.
Section 10.8. Waiver of Personal Liability. No officer, agent or employee of the Authority will be individually or personally liable for the payment of the interest on or principal of the Bonds; Item 8.1
Mountain House Page 1004 of 1946 44 but nothing herein contained will relieve any such officer, agent or employee from the performance of any official duty provided by law.
Section 10.9. Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Indenture on the part of the Authority (or of the Trustee) to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, will be null and void and will be deemed separable from the remaining covenants and agreements or portions thereof and will in no way affect the validity of this Indenture or of the Bonds; but the Bond Owners will retain all rights and benefits accorded to them under the Bond Law or any other applicable provisions of law. The Authority hereby declares that it would have entered into this Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Indenture or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.
Section 10.10. Destruction of Cancelled Bonds. Whenever in this Indenture provision is made for the surrender to the Authority or the Trustee of any Bonds which have been paid or cancelled pursuant to the provisions of this Indenture, the Trustee will destroy such Bonds in accordance with the retention policy of the Trustee then in effect.
Section 10.11. Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the Authority or the Trustee may be established and maintained in the accounting records of the Authority or the Trustee, as the case may be, either as a fund or an account, and may, for the purpose of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account. All such records with respect to all such funds and accounts held by the Authority will at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such funds and accounts held by the Trustee will be at all times maintained in accordance with corporate trust industry practices; in each case with due regard for the protection of the security of the Bonds and the rights of every Owner thereof.
Section 10.12. Notices. Any notice, request, complaint, demand, communication or other paper will be sufficiently given and will be deemed given when delivered or mailed by registered or certified mail, postage prepaid, or sent by telegram, addressed as follows:
If to the Authority: Mountain House Financing Authority Attention: Treasurer
251 E Main Street
Mountain House, California 95391
If to the Trustee: Computershare Trust Company, N.A.
Attention: Corporate Trust
1505 Energy Park Drive
St. Paul, Minnesota 55108
The Authority and the Trustee may designate any further or different addresses to which subsequent notices, certificates or other communications will be sent.
Section 10.13. Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of Item 8.1
Mountain House Page 1005 of 1946 45 the Bonds which remain unclaimed for two (2) years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee after said date when such Bonds become due and payable, will be repaid by the Trustee to the Authority, as its absolute property and free from trust, and the Trustee will thereupon be released and discharged with respect thereto and the Bond Owners will look only to the Authority for the payment of such Bonds; provided, however, that before being required to make such payment to the Authority, the Trustee will, at the expense of Authority, cause to be mailed to the Owners of all such Bonds, at their respective addresses appearing on the Bond Register, a notice that said moneys remain unclaimed and that, after a date in said notice, which date will not be fewer than thirty (30) days after the date of mailing such notice, the balance of such moneys then unclaimed will be returned to the Authority.
Section 10.14. Payment Due on Other than a Business Day. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in the Indenture, is not a Business Day, such payment, with no interest accruing for the period after such nominal date, may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Indenture.
Section 10.15. Electronic Signatures. All notices, approvals, consents, requests and any communications to the Trustee hereunder must be in writing in English and must be in the form of a document that is signed manually or by way of an electronic signature (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other electronic signature provider acceptable to the Trustee). Electronic signatures believed by the Trustee to comply with the ESIGN ACT of 2000 or other applicable law shall be deemed original signatures for all purposes. If the Authority chooses to use electronic signatures to sign documents delivered to the Trustee, the Authority agrees to assume all risks arising out of its use of electronic signatures, including without limitation the risk of the Trustee acting on an unauthorized document and the risk of interception or misuse by third parties. Notwithstanding the foregoing, the Trustee may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to the Trustee in lieu of, or in addition to, any document signed via electronic signature.
[Signature Page Follows]
Item 8.1
Mountain House Page 1006 of 1946 [Signature Page to Indenture of Trust dated as of _________ 1, 2026 – Series 2026B]
IN WITNESS WHEREOF, the Authority has caused this Indenture to be executed by an authorized signatory, and the Trustee has caused this Indenture to be executed by one of its authorized officers, all as of the day and year first above written.
MOUNTAIN HOUSE FINANCING AUTHORITY
By:
Executive Director
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
By:
Authorized Officer
Item 8.1
Mountain House Page 1007 of 1946 A-1
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
No. _______________ $________________
MOUNTAIN HOUSE FINANCING AUTHORITY
SPECIAL TAX REVENUE BOND
SERIES 2026A
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
_____% September 1, _____ ________, 2026 62412L ___
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: ***_____________________ DOLLARS***
The MOUNTAIN HOUSE FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the “Authority”), for value received, hereby promises to pay (but only out of the Revenues and other funds hereinafter referred to) to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above (subject to any right of prior redemption hereinafter mentioned), the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs, in which event it will bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to August 15, 2026, in which event it will bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, this Bond will bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment), payable semiannually on March 1 and September 1 in each year, commencing March 1, 2027 (each, an “Interest Payment Date”) until the Maturity Date stated above or date of redemption of this Bond. The Principal Amount is payable upon presentation and surrender at the Trust Office (as defined in the Indenture) of Computershare Trust Company, N.A., as trustee (the “Trustee”). Interest hereon is payable by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner at the address of the Registered Owner as it appears on the registration books of the Trustee as of the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs; provided, however, that payment of interest may be made by wire transfer to an account in the United States of America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such Item 8.1
Mountain House Page 1008 of 1946 A-2
registered owner filed with the Trustee for that purpose as of the close of business on the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs.
This Bond is a limited obligation of the Authority, payable solely from the Revenues and funds pledged under the Indenture (as defined herein). This Bond is not a debt of any member of the Authority or the State of California or any of its political subdivisions (except this bond is a debt of the Authority but only to the extent set forth in the Indenture), and none of the members of the Authority, said State or any of its political subdivisions is liable hereon.
This Bond is one of a duly authorized series of bonds of the Authority designated the “Mountain House Financing Authority Special Tax Revenue Bonds, Series 2026A” (the “Bonds”), limited in principal amount to $___________, secured by an Indenture of Trust dated as of __________ 1, 2026 (the “Indenture”), between the Authority and the Trustee.
Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues (as that term is defined in the Indenture), of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder; and all of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner, and to all of the provisions of which Indenture the Registered Owner, by acceptance, assents and agrees.
The Bonds are authorized to be issued pursuant to the provisions of the Marks Roos Local Bond Pooling Act of 1985, as amended, constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Bond Law”). The Bonds are limited obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from and secured by a first lien on and pledge of the Revenues and certain other funds held by the Trustee as provided in the Indenture. The Revenues and such other funds constitute a trust fund for the security and payment of the principal of and interest on the Bonds, except to the extent otherwise provided in the Indenture. The full faith and credit of the Authority is not pledged to the payment of the principal of or interest or redemption premiums (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other funds as provided in the Indenture.
The Bonds have been issued to provide funds to purchase the following special tax bonds (the “Local Obligations”) of the following improvement areas within the City of Mountain House Community Facilities District No. .2024-1 (Public Facilities and Services):
(i) Improvement Area No. 8 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026;
(ii) Improvement Area No. 13 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026;
(iii) Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026.
Item 8.1
Mountain House Page 1009 of 1946 A-3
The obligations of the City to make payments of principal and interest on the Local Obligations are limited obligations secured by Revenues as defined and set forth in the Indenture, primarily comprised of payments received by the Authority on the Local Obligations.
All of the Bonds are being issued as Term Bonds. The Term Bonds maturing on September 1, _____ are not subject to optional redemption. The Term Bonds maturing on and after September 1, _____ may be redeemed at the option of the Authority on any date on and after September 1, _____, from any source of available funds, prior to maturity as a whole, or in part from maturities corresponding proportionately to the maturities of the Local Obligations simultaneously redeemed, if any redemption of Local Obligations is being accomplished in conjunction with such optional redemption, and otherwise from such maturities as are selected by the Authority, and by lot within a maturity, at a redemption price equal to principal amount of the Bonds to be redeemed, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest thereon to the date of redemption thereof:
Redemption Date Redemption Premium
September 1, 2033 through August 31, 2034 3%
September 1, 2034 through August 31, 2035 2
September 1, 2035 through August 31, 2036 1
September 1, 2036 and any date thereafter 0
The Bonds are subject to mandatory special redemption on any Interest Payment Date from proceeds of early redemption of Local Obligations from Prepayment of Special Taxes, in whole or in part, in the amounts and among maturities the Authority shall select as directed to the Trustee in a Certificate of the Authority, at a redemption price equal to the principal amount thereof, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest to the date of redemption thereof:
Redemption Date Redemption Premium
Interest Payment Dates through March 1, 2034 3%
September 1, 2034 and March 1, 2035 2
September 1, 2035 and March 1, 2036 1
September 1, 2036 and thereafter 0
The Bonds maturing on September 1, _____, September 1, _____, September 1, _____, September 1, _______, September 1, _____ and September 1, _____ and September 1, 2056 (the “Term Bonds”) are subject to redemption prior to their stated maturity, in part, by lot from amounts deposited into the Principal Account in the following amounts and on the following dates, at the principal amount thereof on the date fixed for redemption, without premium, but which amounts will be proportionately reduced by the principal amount of all Bonds optionally redeemed:
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Item 8.1
Mountain House Page 1010 of 1946 A-4
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Item 8.1
Mountain House Page 1011 of 1946 A-5
The amounts in the foregoing tables may be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the Bonds.
The Trustee on behalf and at the expense of the Authority will give notice of any redemption to the respective owners of any Bonds designated for redemption, at their respective addresses appearing on the registration books maintained by the Trustee and to the Securities Depositories and to the Municipal Securities Rulemaking Board (as such terms are defined in the Indenture), at least 20 but not more than 60 days prior to the redemption date; provided, however, that neither failure to receive any such notice so mailed nor any defect therein will affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest will cease to accrue hereon from and after the date fixed for redemption.
The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered Bonds may be exchanged at the Trust Office of the Trustee for a like aggregate principal amount and maturity of fully registered Bonds of other authorized denominations.
This Bond is transferable by the Registered Owner, in person or by its attorney duly authorized in writing, at the Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Trustee will not be required to register the transfer or exchange of any Bond (i) during 15 days prior to selection of Bonds for redemption, or (ii) selected for redemption.
The Authority and the Trustee may treat the Registered Owner as the absolute owner for all purposes, and the Authority and the Trustee will not be affected by any notice to the contrary.
The Indenture and the rights and obligations of the Authority and of the owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment will (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture.
It is hereby certified by the Authority that all things, conditions and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and by the Bond Law, and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Bond Law.
Item 8.1
Mountain House Page 1012 of 1946 A-6
This Bond will not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon will have been signed by the Trustee.
Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the Trustee for registration of transfer, exchange or payment, and any Bond executed and delivered is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
Item 8.1
Mountain House Page 1013 of 1946 A-7
IN WITNESS WHEREOF, the MOUNTAIN HOUSE FINANCING AUTHORITY has caused this Bond to be executed in its name and on its behalf by the facsimile signature of its Executive Director and attested by the facsimile signature of its Secretary, all as of the Dated Date set forth above.
MOUNTAIN HOUSE FINANCING AUTHORITY
By:
Executive Director
Attest:
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Indenture.
Date: _________________
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
By:
Authorized Signatory
Item 8.1
Mountain House Page 1014 of 1946 A-8
FORM OF ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto whose tax identification number is ,
the within mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the books of the Trustee with full power of substitution in the premises.
Dated: _______________
Signature guaranteed:
NOTE: Signature(s) must be guaranteed by an
eligible guarantor institution
NOTE: The signatures(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Bond in every particular without alteration or enlargement or any change whatsoever
Item 8.1
Mountain House Page 1015 of 1946 Jones Hall Draft 8.14.26
SUPPLEMENTAL AGREEMENT NO. 1 TO
FISCAL AGENT AGREEMENT
by and between
CITY OF MOUNTAIN HOUSE
and
Computershare Trust Company, N.A.,
as Fiscal Agent
Dated as of ______________ 1, 2026
Relating to:
$__________
City of Mountain House
Improvement Area No. 8 of Community Facilities District No. 2024-1 (Public Facilities and Services)
Special Tax Bonds Series 2026
Item 8.1
Mountain House Page 1016 of 1946 -iTABLE OF CONTENTS
SECTION 1. Supplement to Original Fiscal Agent Agreement ...............................................................2
ARTICLE X
2026 BONDS
Section 10.01. Definitions ....................................................................................................... 3 Section 10.02. Authorization of 2026 Bonds........................................................................... 4 Section 10.03. Terms of 2026 Bonds...................................................................................... 4 Section 10.04. Redemption of 2026 Bonds ............................................................................ 5 Section 10.05. Form of 2026 Bonds; Authentication and Delivery.......................................... 9 Section 10.06. Application of Proceeds of Sale of 2026 Bonds.............................................. 9 Section 10.07. 2026 Costs of Issuance Fund ....................................................................... 10 Section 10.08. Procedure for Disbursement of 2026 Improvement Account........................ 11 Section 10.09. Security for 2026 Bonds................................................................................ 11 Section 10.10. Effect of this Article X.................................................................................... 11 SECTION 2. Attachment of Exhibit C....................................................................................................11 SECTION 3. Additional Amendments to Original Fiscal Agent Agreement...........................................11 SECTION 4. Partial Invalidity ................................................................................................................12 SECTION 5. Execution in Counterparts ................................................................................................13 SECTION 6. Governing Law .................................................................................................................13 EXHIBIT A - FORM OF 2026 BONDS
Item 8.1
Mountain House Page 1017 of 1946 -1-
SUPPLEMENTAL AGREEMENT NO. 1 TO FISCAL AGENT AGREEMENT
THIS SUPPLEMENTAL AGREEMENT NO. 1 TO FISCAL AGENT AGREEMENT (this “Supplemental Agreement No. 1” or “Agreement”), dated as of ______________ 1, 2026, is by and between the City of Mountain House, a municipal corporation and general law city, organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) for and on behalf of its City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”), and Computershare Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America with a corporate trust office located in St. Paul, Minnesota, as fiscal agent (the “Fiscal Agent”). under a Fiscal Agent Agreement, dated as of June 1, 2025 (the “Original Fiscal Agent Agreement”) by and between the Fiscal Agent and the City.
RECITALS :
WHEREAS, the City Council has conducted proceedings under and pursuant to the MelloRoos Community Facilities Act of 1982, as amended (the “Act”), to (i) establish the District (ii) designate within the District, five initial improvement areas, and (iii) establish a future annexation area for the District known as “City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (Future Annexation Area)” (the “Future Annexation Area”); and
WHEREAS, on April 10, 2024, the Board of Directors of the Mountain House Community Services District, as the predecessor to the City Council of the City, as legislative body of the CFD, established the bonded indebtedness limit for the District in the principal amount of not to exceed $1,830,700,000 (excluding bonds described in Section 53364.2(e) of the Act); and WHEREAS, under the Act, the City Council is authorized to issue bonded indebtedness secured by special taxes levied within the District and improvement areas therein for the purpose of providing moneys for the construction and acquisition of improvements, and the payment of certain fees, authorized for the District; and
WHEREAS, effective January 6, 2025, the qualified landowner-electors of certain property located within the Future Annexation Area, submitted unanimous approval forms to the City to officially annex property into the District as “Improvement Area No. 8 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services)” (“Improvement Area No. 8”), and to establish a bonded indebtedness limit for Improvement Area No. 8 of $29,400,000 (the “Authorization”); and
WHEREAS, pursuant to the provisions of the Act and the Original Fiscal Agent Agreement, on June 25, 2025, the City issued, for and on behalf of the District, $5,805,000 initial principal amount of Improvement Area No. 8 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2025 (the “2025 Bonds”) for the purpose of financing various public improvements authorized to be funded by the District, which 2025 Bonds constituted the first series of bonds issued pursuant to the Authorization; and WHEREAS, Section 5.17 of the Original Fiscal Agent Agreement authorizes the issuance by Supplemental Agreement of Additional Bonds (as such terms are defined in the Original Fiscal Agent Agreement) secured under the Original Fiscal Agent Agreement on parity with the 2025 Bonds; and
Item 8.1
Mountain House Page 1018 of 1946 -2-
WHEREAS, after due investigation and deliberation the City has determined that it is in the interests of the City and the District at this time for the City, for and on behalf of the District, to provide for the issuance of Improvement Area No. 8 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026 (the “2026 Bonds”), to provide moneys needed to construct and acquire the facilities necessary for development of property within the City; and
WHEREAS, in providing for the issuance of the 2026 Bonds, it is necessary to supplement and amend the Original Fiscal Agent Agreement, as more particularly provided in Section 1 and Section 2 hereof, as such supplements and amendments are authorized by Sections 5.17 and
8.01 of the Original Fiscal Agent Agreement; and
WHEREAS, this Supplemental Agreement No. 1 is a “Supplemental Agreement” as defined in Section 1.03 of the Original Fiscal Agent Agreement and the 2026 Bonds are “Additional Bonds” as defined in Section 1.03 of the Original Fiscal Agent Agreement and secured under the Original Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 1, on parity with the 2025 Bonds; and
WHEREAS, the City and the Fiscal Agent desire to enter into this Supplemental Agreement No. 1 pursuant to Sections 5.17 of the Original Fiscal Agent Agreement to provide for the issuance of the 2026 Bonds; and
WHEREAS, the City has determined that all acts and proceedings required by law necessary to make the 2026 Bonds, when executed by the City for the District, authenticated and delivered by the Fiscal Agent and duly issued, the valid, binding and legal special obligations of the City for the District, and to constitute the Original Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 1, a valid and binding agreement for the uses and purposes herein and therein set forth, in accordance with its terms, have been done or taken and the execution and delivery of this Supplemental Agreement No. 1 have been in all respects duly authorized.
AGREEMENT :
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
SECTION 1. Supplement to Original Fiscal Agent Agreement. In accordance with the provisions of Section 5.17 and 8.01 of the Original Fiscal Agent Agreement, the Original Fiscal Agent Agreement is hereby supplemented (as supplemented, the “Fiscal Agent Agreement”) by adding a new article thereto to be designated as Article X. Such Article X shall read in its entirety as follows:
Item 8.1
Mountain House Page 1019 of 1946 -3-
ARTICLE X
2026 BONDS
Section 10.01. Definitions. The Original Fiscal Agent Agreement is amended to add and/or modify the following definitions to Section 1.03. “Article X” means this Article X which has been incorporated in and made a part of this Agreement pursuant to Supplemental Agreement No. 1, together with all amendments of and supplements to this Article X entered into pursuant to the provisions of Section 8.01. “Closing Date” means with respect to each series of Bonds, the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser thereof, for the 2026 Bonds being ________, 2026. “Continuing Disclosure Certificate” means (i) with respect to the 2025 Bonds, the Continuing Disclosure Certificate, dated as of July 26, 2025, by and among the City and Kosmont Financial Services, Inc., and (ii) with respect to the 2026 Bonds, the Continuing Disclosure Certificate, dated as of June 25, 2025, by and among the City and Kosmont Financial Services, Inc. in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof. “Interest Payment Dates” means (i) with respect to the 2025 Bonds, March 1 and September 1 of each year, commencing March 1, 2027, and (ii) with respect to the 2026 Bonds, March 1 and September 1 of each year, commencing March 1, 2027. “Supplemental Agreement No. 1” means Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of _________ 1, 2026, between the City, for and on behalf of the District, and the Fiscal Agent.
“2026 Bonds” means the Improvement Area No. 8 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026, authorized to be issued under Section 10.02.
“2026 Capitalized Interest Account” means the account by that name established in Section 3(C) of this Supplemental Agreement No. 1.
“2026 Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the 2026 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the City in connection with the issuance of the 2026 Bonds, municipal advisor fees, 2026 Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including bond counsel, disclosure counsel, charges for execution, transportation and safekeeping of the 2026 Bonds and other costs, charges and fees in connection with the foregoing. “2026 Costs of Issuance Fund” means the fund by that name established and held by the Fiscal Agent pursuant to Section 10.07.
Item 8.1
Mountain House Page 1020 of 1946 -4-
“2026 Improvement Account” means the account by that name established in Section 3(B) of this Supplemental Agreement No. 1.
“2026 Reserve Account of the Reserve Fund” means the account by that name established in Section 10.06(B).
“Term 2026 Bonds” means the 2026 Bonds maturing September 1, ____, September 1, ____, September 1, ____ and September 1, ____.
Section 10.02. Authorization of 2026 Bonds. 2026 Bonds in the aggregate principal amount of $___________ are hereby authorized to be issued as Additional Bonds under and subject to the terms of this Agreement, the Act, and other applicable laws of the State of California.
Section 10.03. Terms of 2026 Bonds.
(A) Form; Denominations. The 2026 Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. (B) Date of Bonds. The 2026 Bonds shall be dated the Closing Date for the 2026 Bonds.
(C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the 2026 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2026 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 2026 Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice.
(D) Maturities, Interest Rates. The 2026 Bonds shall mature and become payable on September 1 in each of the years, and shall bear interest at the rates per annum (based on a 360- day year composed of 12 30-day months) as follows:
Maturity Date
(September 1)
Principal
Amount
Interest
Rate
CUSIP
(62412K)
T Term Bond.
Item 8.1
Mountain House Page 1021 of 1946 -5-
(E) Interest and Method of Payment. Interest on the 2026 Bonds shall be payable as provided in Section 2.02(E) of this Agreement, with the Closing Date as used therein being the Closing Date as defined in Section 1.03, and payments shall be made on the 2026 Bonds as provided in Section 2.02(F), with the first Interest Payment Date being March 1, 2027.
Section 10.04. Redemption of 2026 Bonds.
(A) Redemption Dates.
(i) Optional Redemption. The 2026 Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, _____ at the following respective redemption prices (expressed as percentages of the principal amount of the 2026 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates
Redemption
Price
September 1, _____ through August 31, _____ 103%
September 1, _____ through August 31, _____ 102
September 1, _____ through August 31, _____ 101
September 1, _____ and any date thereafter 100
(ii) Mandatory Redemption From Prepayments. The 2026 Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities of the Bonds and Additional Bonds as specified by the City, and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Price
Interest Payment Dates through March 1, _____ 103%
September 1, _____ and March 1, _____ 102
September 1, _____ and March 1, _____ 101
September 1, _____ and thereafter 100
Prepayments and amounts released from the 2026 Reserve Account in connection with Prepayments will be allocated to the redemption of the 2026 Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of the 2026 Bonds and shall be applied to redeem 2026 Bonds as nearly as practicable on a pro rata basis among maturities in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the City may specify that Prepayments be applied to one or more maturities of the 2026 Bonds.
(iii) Mandatory Sinking Payment Redemption. The Term 2026 Bonds maturing on September 1, _____, September 1, _____, September 1, _____, September 1, ______, September 1, _____ and September 1, _____ are subject to mandatory sinking payment redemption in part on The Bonds are all issued as Term Bonds, maturing on September 1, _____, September 1, _____, September 1, _____, September 1, ____, September 1, _____ and September 1, _____, respectively, and on each September 1 thereafter to maturity, by lot, at a Item 8.1
Mountain House Page 1022 of 1946 -6-
redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Item 8.1
Mountain House Page 1023 of 1946 -7-
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
The amounts in the foregoing tables shall be reduced pro rata, at the direction of the City in an Officer’s Certificate, as a result of any prior partial optional or mandatory redemption of the Term 2026 Bonds pursuant to Section 10.04(A)(i) or (ii) above. In the event of a redemption pursuant to Section 10.04(A)(i) or (ii), the City shall provide the Fiscal Agent with a revised sinking fund schedule giving effect to the redemption so completed. (B) Notice to Fiscal Agent. The City shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem 2026 Bonds pursuant to subsections (A)(i) and (A)(ii) not less than 45 days prior to the applicable redemption date, unless waived by the Fiscal Agent. (C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section
10.04(A), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2026 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2026 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such 2026 Bonds were to be redeemed in accordance with this Agreement.
(D) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any redemption to be mailed by electronic or first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to the Municipal Securities Rulemaking Board, and to the respective registered Owners of any 2026 Bonds designated for redemption, at their addresses appearing on the 2026 Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such 2026 Bonds.
Item 8.1
Mountain House Page 1024 of 1946 -8-
Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding 2026 Bonds are to be called for redemption, shall designate the CUSIP numbers and 2026 Bond numbers of the 2026 Bonds to be redeemed by giving the individual CUSIP number and 2026 Bond number of each 2026 Bond to be redeemed or shall state that all 2026 Bonds between two stated 2026 Bond numbers, both inclusive, are to be redeemed or that all of the 2026 Bonds of one or more maturities have been called for redemption, shall state as to any 2026 Bond called in part the principal amount thereof to be redeemed, and shall require that such 2026 Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such 2026 Bonds will not accrue from and after the redemption date.
The City has the right to rescind any notice of the optional redemption of 2026 Bonds under Section 10.04(A)(i) by written notice to the Fiscal Agent on or prior to two Business Days prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2026 Bonds then called for redemption, and such cancellation shall not constitute an event of default. The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section.
Upon the payment of the redemption price of 2026 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, of the 2026 Bonds being redeemed with the proceeds of such check or other transfer.
Whenever provision is made in this Agreement for the redemption of less than all of the 2026 Bonds of any maturity, the Fiscal Agent shall select the 2026 Bonds to be redeemed, from all 2026 Bonds or such given portion thereof of such maturity by lot in any manner which the Fiscal Agent in its sole discretion shall deem appropriate.
Upon surrender of 2026 Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the City, a new 2026 Bond or 2026 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2026 Bond or 2026 Bonds. (E) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 2026 Bonds so called for redemption shall have been deposited in the Bond Fund, such 2026 Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice.
All 2026 Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled 2026 Bonds and issue a certificate of destruction thereof to the City.
Item 8.1
Mountain House Page 1025 of 1946 -9-
Section 10.05. Form of 2026 Bonds; Authentication and Delivery. (A) Form of 2026 Bonds. The 2026 Bonds, the form of Fiscal Agent’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit C attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement and the Act.
(B) Execution of 2026 Bonds. The 2026 Bonds shall be executed on behalf of the City by the Mayor and the City Clerk of the City who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City shall be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any 2026 Bond ceases to be such officer before delivery of the 2026 Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the 2026 Bonds to the Owner. Any 2026 Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such 2026 Bond shall be the proper officers of the City although at the nominal date of such 2026 Bond any such person shall not have been such officer of the City.
Only such of the 2026 Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit C, manually or electronically executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of the Fiscal Agent shall be conclusive evidence that such 2026 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Agreement. (C) Authentication and Delivery of 2026 Bonds. At any time after the execution of Supplemental Agreement No. 1 and delivery by the City of an Officer’s Certificate that the requirements of Section 5.17 for the issuance of the 2026 Bonds as Additional Bonds have been met, the City may issue the 2026 Bonds for the District in the aggregate principal amount set forth in Section 10.02 and deliver the 2026 Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the 2026 Bonds in accordance with the provisions of the Act and this Agreement, as supplemented by Supplemental Agreement No. 1, to authorize the payment of 2026 Costs of Issuance and costs of the Project by the Fiscal Agent from the proceeds of the 2026 Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the 2026 Bonds to the Original Purchaser. The provisions of Sections
2.06 through 2.13 of the Original Fiscal Agent Agreement shall apply to the 2026 Bonds in a like manner as applied to the 2025 Bonds.
Section 10.06. Application of Proceeds of Sale of 2026 Bonds. (A) The proceeds of the purchase of the 2026 Bonds by the Original Purchaser in the amount of $___________, which is the principal amount thereof ($___________) plus original issue premium of $___________ and less Underwriter’s discount of $___________, shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows:
(i) Deposit in the 2026 Improvement Account of the Improvement Fund $___________;
Item 8.1
Mountain House Page 1026 of 1946 -10-
(ii) Deposit in the 2026 Reserve Account of the Reserve Fund $___________, equaling the initial amount of the Reserve Requirement for the 2026 Bonds;
(iii) Deposit in the 2026 Capitalized Interest Account of the Bond Fund $___________; and
(iv) Deposit in the 2026 Costs of Issuance Fund $___________. (B) In accordance with Section 4.03(A), the Fiscal Agent shall establish a separate subaccount within the Reserve Fund known as the “2026 Reserve Account,” into which the amounts set forth in Section 10.06(A)(ii) shall be deposited. The 2026 Reserve Account shall be held by the Fiscal Agent within the Reserve Fund, and administered as set forth in the Agreement.
Amounts available in the 2026 Reserve Account shall be available to pay interest and principal on the 2026 Bonds in accordance with this Agreement.
(C) The Fiscal Agent may, in its discretion, establish a temporary fund or account in its books and records to facilitate transfers required under this Section 10.06.
Section 10.07. 2026 Costs of Issuance Fund. There is hereby established a separate fund to be known as the “2026 Costs of Issuance Fund,” which shall be held by the Fiscal Agent in trust. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay 2026 Costs of Issuance, as set forth in an Officer’s Certificate containing respective amounts to be paid to the designated payees, signed by an Authorized Officer and delivered to the Fiscal Agent. The Fiscal Agent shall pay all 2026 Costs of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s Certificate requesting payment of a 2026 Costs of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date. Each such Officer’s Certificate shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts. The Fiscal Agent shall maintain the 2026 Costs of Issuance Fund until 6 months after the Closing Date, and shall transfer any moneys remaining therein on such date, including any investment earnings thereon, to the 2026 Improvement Account. Thereafter, every invoice received by the Fiscal Agent shall be paid from amounts on deposit in the 2026 Improvement Account and the Fiscal Agent shall close the 2026 Costs of Issuance Fund. Moneys in the 2026 Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the 2026 Costs of Issuance Fund to be used for the purposes of such fund.
Section 10.08. Procedure for Disbursement of 2026 Improvement Account.. (A) Disbursements. Disbursements from the 2026 Improvement Account shall be made by the Fiscal Agent according to the procedure set forth in Section 3.04, and an Officer’s Certificate substantially in the form of Exhibit B to the Agreement (except that in such Officer’s Certificate, reference shall be made to the 2026 Improvement Account and to the 2026 Bonds). (B) Investment. Moneys in the Improvement Fund and the accounts established thereunder shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained by the Fiscal Agent in the Improvement Fund to be used for the purposes of the Improvement Fund.
Item 8.1
Mountain House Page 1027 of 1946 -11-
(C) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund and the accounts established thereunder has been completed and that all costs of such portion of the Project have been paid or are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with Section 4.02 and the Improvement Fund shall be closed.
Section 10.09. Security for 2026 Bonds. The 2026 Bonds shall be Additional Bonds which shall be secured in the manner and to the extent set forth in Articles IV and V, and in this Article X.
Section 10.10. Effect of this Article X. Except as in this Article X expressly provided or except to the extent inconsistent with any provision of this Article X, the 2026 Bonds shall be deemed to be “Bonds” under and within the meaning of Section 1.03, and every term and condition contained in the foregoing provisions of this Agreement shall apply to the 2026 Bonds with full force and effect, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Article X.
SECTION 2. Attachment of Exhibit C. The Original Fiscal Agent Agreement is hereby further supplemented and amended by incorporating therein an Exhibit C setting forth the form of the 2026 Bonds, which shall read in its entirety as set forth in Exhibit A attached hereto and hereby made a part hereof.
SECTION 3. Additional Amendments to Original Fiscal Agent Agreement. The Original Fiscal Agent Agreement is hereby further amended as follows:
(A) Section 2.06 of the Agreement is amended by adding an additional paragraph thereto at the beginning of the Section which reads as follows:
“Prior to any transfer of the Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Fiscal Agent all information necessary to allow the Fiscal Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Fiscal Agent shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.”
(B) Section 3.04(A) of the Agreement is hereby amended by adding thereto, as a new third sentence thereof, the following: “There is also hereby created within the Improvement Fund a separate account designated as the “2026 Improvement Account” of the Improvement Fund, which account is hereby established for purposes of accounting for the use and disposition of 2026 Bond proceeds directed to the Improvement Fund pursuant to Section 10.06 and 10.08. (C) Section 4.02(A) of the Agreement is hereby amended by adding thereto, as a new last sentence of the first paragraph thereof, the following: “There is also hereby created within the Bond Fund a “2026 Capitalized Interest Account” which account is hereby established for purposes of accounting for the disposition of 2026 Bonds, a portion of the proceeds of which will be deposited to such 2026 Capitalized Interest Account pursuant to Section 10.06. The amount Item 8.1
Mountain House Page 1028 of 1946 -12-
deposited to the 2026 Capitalized Interest Account and any investment earnings thereon shall be used solely to make payments on the 2026 Bonds, and the amount deposited to the 2026 Capitalized Interest Account and any investment earnings thereon shall be applied solely to make payments on the 2026 Bonds as follows:
[March 1, 2027 and
September 1, 2027]:
The amount necessary, taking into account any amounts
then on deposit in the Bond Fund available for such
purpose, to pay interest on the 2026 Bonds on the Interest Payment Date which occurs on such dates.
Any excess amounts therein on September 2, 2025 shall be transferred to the Special Tax Fund, and the 2026 Capitalized Interest Account shall thereupon be closed. (D) The first paragraph of Section 4.03(A) is amended to add a new second paragraph as follows:
Establishment of 2026 Reserve Account of the Reserve Fund. There is hereby established as a separate account within the Reserve Fund to be held by the Fiscal Agent, the 2026 Reserve Account, to the credit of which a deposit shall be made as required by Section 10.06(A)(ii). Moneys in the 2026 Reserve Account shall be held in trust by the Fiscal Agent for the benefit of the Owners of the 2026 Bonds for the payment of principal of, and interest on, all Outstanding 2026 Bonds and shall be subject to a lien in favor of the Owners of the 2026 Bonds on an equal basis.
(E) Subsection (a) of the definition of “Reserve Requirement” is amended to read as follows:
“(a) the Reserve Requirement for the 2025 Bonds shall not increase after the date of issuance of the 2025 Bonds, nor shall the Reserve Requirement for any series of Additional Bonds increase after the date of issuance of such series;” (F) References in the Fiscal Agent Agreement to the 2025 Bonds or 2026 Bonds which, if the context requires reference to the 2025 Bonds, 2026 Bonds and/or any Additional Bonds in order to maintain the parity relationship of the 2025 Bonds, 2026 Bonds and any Additional Bonds and the security therefor, shall be deemed to refer to “Bonds” as defined in the Original Fiscal Agent Agreement rather than “2025 Bonds” or “2026 Bonds.” SECTION 4. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Supplemental Agreement No. 1 shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Supplemental Agreement No. 1. The City hereby declares that it would have entered into this Supplemental Agreement No. 1 and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the 2026 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences. clauses, or phrases of this Supplemental Agreement No. 1 may be held illegal, invalid or unenforceable.
Item 8.1
Mountain House Page 1029 of 1946 -13-
SECTION 5. Execution in Counterparts. This Supplemental Agreement No. 1 may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 6. Governing Law. This Supplemental Agreement No. 1 shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such State.
Item 8.1
Mountain House Page 1030 of 1946 [Signature Page to Supplemental Agreement No. 1 to
Fiscal Agent Agreement dated as of ______________ 1, 2026] IN WITNESS WHEREOF, the City and the Fiscal Agent have caused this Supplemental Agreement No. 1 to Fiscal Agent Agreement to be executed as of ______________ 1, 2026.
CITY OF MOUNTAIN HOUSE, a municipal
corporation, for and on behalf of the City of
Mountain House Community Facilities District
No. 2024-1 (Public Facilities and Services)
By:
DOMINICK CASEY
City Manager
COMPUTERSHARE TRUST COMPANY,
N.A.,
as Fiscal Agent
By:
Vice President
ATTEST:
By:
CARMEN AVALOS
City Clerk
APPROVED AS TO FORM:
By:
MICHELLE SHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:
By:
DENNIS KAUFFMAN
Assistant City Manager/Chief Financial Officer
Item 8.1
Mountain House Page 1031 of 1946 A-1
EXHIBIT A TO SUPPLEMENTAL AGREEMENT NO. 1 TO FISCAL AGENT AGREEMENT
EXHIBIT C
FORM OF 2026 BONDS
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
No. __________ $________
CITY OF MOUNTAIN HOUSE
COMMUNITY FACILITIES DISTRICT NO. 2024-1 (Public Facilities and Services) IMPROVEMENT AREA NO. 8
SPECIAL TAX BONDS
SERIES 2026
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:
_____% September 1, 20__ __________, 2026 62412K-____
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
The City of Mountain House (the “City”) for and on behalf of the City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”), for value received, hereby promises to pay solely from the Special Tax Revenues (as hereinafter defined) to be collected in Improvement Area No. 8 of the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing March 1, 2027 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the principal corporate trust office of Computershare Trust Company, N.A., in St. Paul, Minnesota, as fiscal agent (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs whether or not such day is a Business Day (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Item 8.1
Mountain House Page 1032 of 1946 A-2
Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.
This Bond is one of a duly authorized issue of bonds approved by resolution of the City Council of the City adopted on ___________, 2026 (the “Resolution”), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Government Code (the “Mello-Roos Act”) for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District, and is one of the bonds designated “Improvement Area No. 8 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Series 2026” (the “Bonds”). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of June 1, 2025, as amended by Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of ______________ 1, 2026, by and between the City and the Fiscal Agent (as so supplemented and amended, the “Agreement”), and this reference incorporates the Agreement herein, and by acceptance hereof the Owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this Bond is issued under and both are to be construed in accordance with, the laws of the State of California.
Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from Special Tax Revenues and the amounts in certain funds held under the Agreement. “Special Tax Revenues” means the proceeds of the facilities special tax (“Special Taxes”) levied under the Mello-Roos Act in Improvement Area No. 8 of the District that are received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the special taxes, net of a 1% administration charge of the County of Placer (as such charge may be changed in the future), but not including interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure.
Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the Bond Date shown above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment hereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City as may be permitted by law. The Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described herein above.
The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, ______ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Item 8.1
Mountain House Page 1033 of 1946 A-3
Redemption Dates
Redemption
Price
September 1, _____ through August 31, _____ 103%
September 1, _____ through August 31, _____ 102
September 1, _____ through August 31, _____ 101
September 1, _____ and any date thereafter 100
The Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities of the Bonds and Additional Bonds as specified by the City, and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Price
Interest Payment Dates through March 1, _____ 103%
September 1, _____ and March 1, _____ 102
September 1, _____ and March 1, _____ 101
September 1, _____ and thereafter 100
Prepayments and amounts released from the 2026 Reserve Account in connection with Prepayments will be allocated to the redemption of the Bonds and any Additional Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of the Bonds and any Additional Bonds and shall be applied to redeem Bonds and Additional Bonds as nearly as practicable on a pro rata basis among maturities in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the City may specify that Prepayments be applied to one or more maturities of the Bonds or Additional Bonds.
The Term Bonds maturing September 1, _____, September 1, _____, September 1, _____, September 1, ______, September 1, _____ and September 1, ____ are subject to mandatory sinking payment redemption in part on September 1, _____, September 1, _____, September 1, _____, September 1, ______, September 1, _____ and September 1, _____, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Item 8.1
Mountain House Page 1034 of 1946 A-4
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ______
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Item 8.1
Mountain House Page 1035 of 1946 A-5
The amounts in the foregoing tables shall be reduced pro rata, at the direction of the City in an Officer’s Certificate, as a result of any prior partial optional or mandatory redemption of the Term Bonds.
Notice of redemption with respect to the Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.
This Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon.
No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.
The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent. It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California.
Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
Item 8.1
Mountain House Page 1036 of 1946 A-6
IN WITNESS WHEREOF, the City of Mountain House has caused this Bond to be executed by the facsimile signatures of the Mayor and the City Clerk of the City, all as of the Bond Date stated above.
CITY OF MOUNTAIN HOUSE, for and on
behalf of the CITY OF MOUNTAIN HOUSE
COMMUNITY FACILITIES DISTRICT NO.
2024-1 (PUBLIC FACILITIES AND SERVICES)
By:
Mayor
By:
City Clerk
FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement.
Dated: _____________, 2026
COMPUTERSHARE TRUST COMPANY, N.A.,
as Fiscal Agent
By:
Authorized Signatory
Item 8.1
Mountain House Page 1037 of 1946 A-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto (Name, address and Tax Identification Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) , attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTE: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange or a
commercial bank or trust company.
NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of the within Bond in every particular without alteration or
enlargement or any change whatsoever.
Item 8.1
Mountain House Page 1038 of 1946 Jones Hall Draft 8.14.26
FISCAL AGENT AGREEMENT
by and between
CITY OF MOUNTAIN HOUSE
and
COMPUTERSHARE TRUST COMPANY, N.A.,
as Fiscal Agent
Dated as of _____________ 1, 2026
Relating to:
$____________
Improvement Area No. 13 of
City of Mountain House
Community Facilities District No. 2024-1
(Public Facilities and Services)
Special Tax Bonds Series 2026
Item 8.1
Mountain House Page 1039 of 1946 i
TABLE OF CONTENTS
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement .............................................................................. 3 Section 1.02. Agreement for Benefit of Bondowners............................................................... 3 Section 1.03. Definitions .......................................................................................................... 3
ARTICLE II
THE BONDS
Section 2.01. Principal Amount; Designation......................................................................... 12 Section 2.02. Terms of Bonds................................................................................................ 12 Section 2.03. Redemption...................................................................................................... 13 Section 2.04. Form of Bonds ................................................................................................. 15 Section 2.05. Execution of Bonds.......................................................................................... 15 Section 2.06. Transfer of Bonds ............................................................................................ 15 Section 2.07. Exchange of Bonds.......................................................................................... 15 Section 2.08. Bond Register .................................................................................................. 16 Section 2.09. Temporary Bonds ............................................................................................ 16 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen..................................................... 16 Section 2.11. Limited Obligation ............................................................................................ 16 Section 2.13. No Acceleration................................................................................................ 17
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds ...................................................................... 18 Section 3.02. Application of Proceeds of Sale of Bonds and Collection of Special Tax ........ 18 Section 3.03. Special Tax Fund............................................................................................. 18 Section 3.05. Improvement Fund........................................................................................... 19 Section 3.06. Costs of Issuance Fund ..................................... Error! Bookmark not defined.
ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts...... Error! Bookmark not defined.
Section 4.02. Bond Fund ....................................................................................................... 20
ARTICLE V
OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment............................................................................................ 22 Section 5.02. Limited Obligation ............................................................................................ 22 Section 5.03. Extension of Time for Payment........................................................................ 22 Section 5.04. Against Encumbrances.................................................................................... 22 Section 5.05. Books and Accounts ........................................................................................ 22 Section 5.06. Protection of Security and Rights of Owners ................................................... 22 Section 5.07. Compliance with Law; Completion of Project................................................... 23 Section 5.08. Private Activity Bond Limitation........................................................................ 23 Section 5.09. Federal Guarantee Prohibition......................................................................... 23 Section 5.10. Collection of Special Tax Revenues ................................................................ 23 Section 5.11. Further Assurances.......................................................................................... 23 Section 5.12. No Arbitrage..................................................................................................... 24 Section 5.13. Maintenance of Tax-Exemption ....................................................................... 24 Section 5.14. Annual State Reports....................................................................................... 24 Section 5.15. Covenant to Foreclose..................................................................................... 24 Section 5.16. Continuing Disclosure to Owners..................................................................... 25 Section 5.17. Additional Bonds.............................................................................................. 25 Item 8.1
Mountain House Page 1040 of 1946 ii
Section 5.18. Yield of the Bonds............................................................................................ 27
ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds................................................... 28 Section 6.02. Rebate of Excess Investment Earnings to the United States .......................... 29 Section 6.03. Limited Obligation ............................................................................................ 29
ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent............................................................................ 30 Section 7.02. Liability of Fiscal Agent .................................................................................... 30 Section 7.03. Information....................................................................................................... 31 Section 7.04. Notice to Fiscal Agent...................................................................................... 31 Section 7.05. Compensation, Indemnification........................................................................ 32
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted ................................................................................... 33 Section 8.02. Owners’ Meetings ............................................................................................ 33 Section 8.03. Procedure for Amendment with Written Consent of Owners ........................... 34 Section 8.04. Disqualified Bonds ........................................................................................... 34 Section 8.05. Effect of Supplemental Agreement .................................................................. 34 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments................ 35 Section 8.07. Amendatory Endorsement of Bonds................................................................ 35 Section 8.08. Opinion of Counsel Regarding Supplemental Agreement ............................... 35
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties......................................................... 36 Section 9.02. Successor is Deemed Included in All References to Predecessor.................. 36 Section 9.03. Discharge of Agreement .................................................................................. 36 Section 9.04. Execution of Documents and Proof of Ownership by Owners......................... 37 Section 9.05. Waiver of Personal Liability.............................................................................. 37 Section 9.06. Notices to and Demands on City and Fiscal Agent.......................................... 37 Section 9.07. Partial Invalidity................................................................................................ 38 Section 9.08. Unclaimed Moneys .......................................................................................... 38 Section 9.09. Applicable Law................................................................................................. 38 Section 9.10. Conflict with Act ............................................................................................... 38 Section 9.11. Conclusive Evidence of Regularity .................................................................. 38 Section 9.12. Payment on Business Day............................................................................... 38 Section 9.13. Counterparts .................................................................................................... 38 Section 9.15. U.S.A. Patriot Act ............................................................................................. 38
EXHIBIT A FORM OF BOND
Item 8.1
Mountain House Page 1041 of 1946
FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (the “Agreement”) is made and entered into and dated as of _____________ 1, 2026, by and between the City of Mountain House, a municipal corporation and general law city, organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) for and on behalf of its City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”), and Computershare Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America with a corporate trust office located in St. Paul, Minnesota, as fiscal agent (the “Fiscal Agent”).
W I T N E S S E T H :
WHEREAS, the City Council has conducted proceedings under and pursuant to the MelloRoos Community Facilities Act of 1982, as amended (the “Act”), to (i) establish the District (ii) designate within the District five initial improvement areas, including “Improvement Area No. 13 of the City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services)” (“Improvement Area No. 13”), and (iii) establish a future annexation area for the District known as “City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (Future Annexation Area)” for the District (the “Future Annexation Area”); and WHEREAS, under the Act, the City Council is authorized to issue bonded indebtedness secured by special taxes levied within the District and improvement areas therein for the purpose of providing moneys for the construction and acquisition of improvements, and the payment of certain fees, authorized for the District; and
WHEREAS, on April 10, 2024, the Board of Directors of the Mountain House Community Services District, as the predecessor to the City Council of the City, as legislative body of the CFD, established the bonded indebtedness limit for the District in the principal amount of not to exceed $1,830,700,000 (excluding bonds described in Section 53364.2(e) of the Act), initially allocated to Improvement Area Nos. 1-5 therein as initially established, with the remainder in the amount of $1,066,400,000 allocated to improvement areas contemplated to be established at dates subsequent to the date of formation of the District; and WHEREAS, on June 1, 2026 Improvement Area No. 13 was established as an area annexed into the District with a bonded indebtedness limit in the principal amount of not to exceed $30,110,000 (excluding bonds described in Section 53364.2(e) of the Act); and WHEREAS, under the provisions of the Act, on __________, 2026, the City Council of the City adopted its Resolution No. 2026-___ (the “Resolution”), which resolution authorized the issuance of its Improvement Area No. 13 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Series 2026 to provide moneys for the construction and acquisition of improvements for the District and provided that said issuance would be in accordance with the Act and this Agreement, and authorized the execution hereof; WHEREAS, the Mountain House Financing Authority has determined to issue its Mountain House Financing Authority Special Tax Revenue Bonds, Series 2026B (the “Authority Revenue Bonds”) pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California and to purchase the Bonds and designate the payments thereon received by the Authority as security for Authority Revenue Bonds;
Item 8.1
Mountain House Page 1042 of 1946 2 WHEREAS, it is in the public interest and for the benefit of the City, the District, the persons responsible for the payment of special taxes and the Owners of the Bonds that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds authorized to be issued hereunder and the administration and payment of the Bonds; and WHEREAS, the City has determined that all things necessary to cause the Bonds, when authenticated by the City for the District and issued as in the Act, the Resolution and this Agreement provided to be legal, valid and binding and special obligations of the City for the District in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized.
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
Item 8.1
Mountain House Page 1043 of 1946 3 ARTICLE I
AUTHORITY AND DEFINITIONS STATUTORY AUTHORITY AND
DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and the Resolution.
Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Owners. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fiscal Agent may become the Owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Fiscal Agent.
Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. “Acquisition Agreement” means the CFD Fee Funding Agreement, dated as of _____________ 1, 2026, by and between the City and Lennar Homes of California, LLC, a California limited liability company, and any amendments thereto. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the California Government Code. “Additional Bonds” means any bonds other than the 2026 Bonds issued pursuant to Section 5.17 hereof.
“Administrative Expense Priority” means (i) for Fiscal Year 2026-27, $_______, and (ii) for each subsequent fiscal year, an amount equal to the preceding fiscal year’s Administrative Expense Priority plus an additional 2% of such amount.
“Administrative Expenses” means any or all of the following: the fees and expenses of the Fiscal Agent (including any fees or expenses of its counsel), the expenses of the City in carrying out its duties hereunder (including, but not limited to, the levying and collection of the Special Taxes, and the foreclosure of the liens of delinquent Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of City staff directly related thereto and a proportionate amount of City general administrative overhead related thereto, any amounts paid by the City from its general funds pursuant to Section 6.02, and all other costs and expenses of the City or the Fiscal Agent incurred in connection with the issuance and administration of the Bonds and/or the discharge of their respective duties hereunder (including, but not limited to, the calculation of the levy of the Special Taxes, foreclosures with respect to delinquent taxes, and the calculation of amounts subject to rebate to the United States) and, in the case of the City, in any way related to the administration of the District and Improvement Item 8.1
Mountain House Page 1044 of 1946 4 Area No. 13. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid, and any advances of funds by the City under Section 6.02 hereof. “Agreement” means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement. “Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds, including any mandatory sinking fund payments, due in such Bond Year.
“Authority” means the Mountain House Financing Authority. “Authority Indenture” means that certain Indenture of Trust, dated as of _____________ 1, 2026, between the Authority and the Authority Trustee, pursuant to which the Authority Revenue Bonds are issued.
“Authority Reserve Fund” means the Reserve Fund by that name established pursuant to Authority Indenture.
“Authority Revenue Bonds” means the Authority’s Special Tax Revenue Bonds, Series 2026B issued under the Authority Indenture.
“Authority Trustee” means Computershare Trust Company, N.A. or any successor thereto appointed pursuant to the Authority Indenture.
“Authorized Officer” means the City Manager, Finance Director, Administrative Services Director, or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer.
“Bond Counsel” means (i) Jones Hall LLP or (ii) any other attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. “Bond Fund” means the fund by that name established pursuant to Section 4.02(A) hereof.
“Bonds” means (i) the 2026 Bonds, and (ii) any Additional Bonds at any time Outstanding under this Agreement and any Supplemental Agreement.
“Bond Year” means each twelve-month period beginning on September 2 in any year and extending to the next succeeding September 1, both dates inclusive; except that the first Bond Year shall begin on the Closing Date and end on September 1, 2027. “Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Principal Office of the Fiscal Agent is located are authorized or obligated by law or executive order to be closed.
Item 8.1
Mountain House Page 1045 of 1946 5 “CDIAC” means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto. “City” means the City of Mountain House, California.
“Closing Date” means __________, 2026, being the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated _____________ 1, 2026, by and among the City and Kosmont Financial Services, Inc., in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
“Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, or indirectly by the Authority and related to the authorization, sale and issuance of the Authority Revenue Bonds which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the City in connection with the issuance of the Bonds, financial advisor fees, Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including bond counsel, charges for execution, transportation and safekeeping of the Bonds and any other cost, charge, or fee in connection with the original delivery of Bonds. Costs of Issuance shall also include an allocable portion of the expenses of the authorization, execution, sale, and delivery of Authority Revenue Bonds.
“Costs of Issuance Fund” means the fund by that name established pursuant to Section 3.06(A) hereof.
“Debt Service Account” means the account of the Special Tax Fund by that name established by Section 3.03(A) hereof.
“Debt Service” means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. “District” means the City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services), including the improvement areas therein, established pursuant to the Resolution of Formation and subsequent annexations. “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction Item 8.1
Mountain House Page 1046 of 1946 6 (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security—State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. “Federal Securities” means any of the following which are non-callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment). (i) Direct general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as “stripped” obligations and coupons; or
(ii) Any of the following obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issued by the General Services Administration, (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (v) project notes issued by the United States Department of Housing and Urban Development, and (vi) public housing notes and bonds guaranteed by the United States of America.
“Finance Director” means the Finance Director, including any acting or interim Finance Director, of the City, or the Administrative Services Director or a person serving in a similar capacity, or a designee of such person, or the City Manager. “Fiscal Agent” means the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01.
“Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive.
“Improvement Area No. 13” means Improvement Area No. 13 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services). “Improvement Fund” means the fund by that name established pursuant to Section 3.05(A) hereof.
Item 8.1
Mountain House Page 1047 of 1946 7 “Interest Payment Dates” means March 1 and September 1 of each year, commencing March 1, 2027.
“Maximum Annual Debt Service” means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. “Officer’s Certificate” means a written certificate of the City signed by an Authorized Officer of the City.
“Ordinance” means any ordinance of the City levying the Special Taxes. “Original Purchaser” means the Authority Trustee, acting on behalf of the Authority. “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to the Agreement or any Supplemental Agreement. “Owner” or “Bondowner” means any person who shall be the registered owner of any Outstanding Bond.
“Participating Underwriter” shall have the meaning ascribed thereto in the Continuing Disclosure Certificate entered into by the Authority in connection with the issuance of the Authority Revenue Bonds.
“Permitted Investments” means any of the following, to the extent that they are lawful investments for City funds at the time of investment, and are acquired at Fair Market Value (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment):
(i) Federal Securities;
(ii) any of following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any federal home loan bank established under said act and stocks, bonds, debentures, participations and other obligations of or issued by the Federal National Mortgage Association, the Student Loan Marketing Association, the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation; and bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development;
(iii) interest-bearing demand or time deposits (including certificates of deposit) in federal or State of California chartered banks (including the Fiscal Agent), provided that (a) in the case of a savings and loan association, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the Item 8.1
Mountain House Page 1048 of 1946 8 unsecured obligations of such savings and loan association shall be rated in one of the top two rating categories by a nationally recognized rating service, and (b) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated in one of the top two rating categories by a nationally recognized rating service;
(iv) repurchase agreements with a registered broker/dealer subject to the Securities Investors Protection Corporation Liquidation in the event of insolvency, or any commercial bank provided that: (a) the unsecured obligations of such bank shall be rated in one of the top two rating categories by a nationally recognized rating service, or such bank shall be the lead bank of a banking holding company whose unsecured obligations are rated in one of the top two rating categories by a nationally recognized rating service; (b) the most recent reported combined capital, surplus an undivided profits of such bank shall be not less than $100 million; (c) the repurchase obligation under any such repurchase obligation shall be required to be performed in not more than 30 days; (d) the entity holding such securities as described in clause (c) shall have a pledged first security interest therein for the benefit of the Fiscal Agent under the California Commercial Code or pursuant to the book-entry procedures described by 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. and are rated in one of the top two rating categories by a nationally recognized rating service;
(v) bankers acceptances endorsed and guaranteed by banks described in clause (iv) above;
(vi) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and which are rated in the one of the top two rating categories by a nationally recognized rating service;
(vii) money market funds which invest solely in Federal Securities or in obligations described in the preceding clause (ii) of this definition, or money market funds which are rated in the highest rating category by Standard & Poor’s Ratings Services or Moody’s Investor Service, including funds which are managed or maintained by the Fiscal Agent;
(viii) units of a taxable government money market portfolio comprised solely of obligations listed in (i) and (iv) above;
(ix) any investment which is a legal investment for proceeds of the Bonds at the time of the execution of such agreement, and which investment is made pursuant to an agreement between the City or the Fiscal Agent or any successor Fiscal Agent and a financial institution or governmental body whose long term debt obligations are rated in one of the top two rating categories by a nationally recognized rating service; (x) commercial paper of “prime” quality of the highest ranking or of the highest letter and numerical rating as provided for by Moody’s Investors Service, or Standard and Poor’s Corporation, of issuing corporations that are organized and operating within the United States and having total assets in excess of $500,000,000, and having a rating of at least “AA” (without regard to qualifier) for the issuer’s debentures, other than commercial paper, as provided for by Moody’s Investors Service or Standard and Poor’s Item 8.1
Mountain House Page 1049 of 1946 9 Corporation, and provided that purchases of eligible commercial paper may not exceed 180 days maturity nor represent more than 10 percent of the outstanding paper of an issuing corporation;
(xi) any general obligation of a bank or insurance company whose long term debt obligations are rated in one of the two highest rating categories of a national rating service;
(xii) shares in a common law trust established pursuant to Title 1, Division 7, Charter 5 of the Government Code of the State which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State, as it may be amended;
(xiii) shares in the California Asset Management Program; (xiv) the Local Agency Investment Fund established pursuant to Section 16429.1 of the Government Code of the State of California, provided, however, that the Fiscal Agent will be permitted to make investments and withdrawals in its own name and the Fiscal Agent may restrict investments in the such fund if necessary to keep moneys available for the purposes of this Fiscal Agent Agreement; or
(xv) any other lawful investment for City funds.
“Prepayment Account” means the account of the Bond Fund by that name established by Section 4.02(A) hereof.
“Principal Office” means the corporate trust office of the Fiscal Agent set forth in Section 9.06, or such other or additional offices as may be designated by the Fiscal Agent. “Project” means the acquisitions and improvements described in the Resolution of Formation and pursuant to the Acquisition Agreement and any joint community facilities agreements, including actual costs related thereto, including costs incurred for formation of the District.
“Rate and Method” means the Rate and Method of Apportionment of Special Tax for Improvement Area No. 13, as initially approved and as may be amended. “Record Date” means the 15th day of the month next preceding the month of the applicable Interest Payment Date whether or not such day is a Business Day. “Regulations” means temporary and permanent regulations promulgated under the Code. “Reserve Requirement Allocation” means, initially, the amount of $__________, and thereafter any lesser amount, if and to the extent determined by the Authority in connection with Improvement Area contributions to the Authority Reserve Fund. The Reserve Requirement Allocation means, with respect to the 2026 Bonds, the least of (i) 125% of the average Annual Debt Service on the 2026 Bonds; (ii) Maximum Annual Debt Service on the 2026 Bonds; and (iii) 10% of the original principal amount of the 2026 Bonds (or, if the 2026 Bonds have more than a de minimis amount of original issue discount or premium, 10% of the issue price of such Series of Bonds); provided, that –
Item 8.1
Mountain House Page 1050 of 1946 10 (a) in no event shall the City be obligated to deposit an amount in the Reserve Fund in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code;
(b) the City may meet all or a portion of the Reserve Requirement with respect to the Bonds by depositing a Qualified Reserve Fund Credit Instrument in accordance with the Fiscal Agent Agreement; and
(c) the Reserve Requirement shall be set at the time of issuance of the Bonds and shall not increase thereafter (except may increase as a result of a parity reserve established in connection with the issuance of Additional Bonds) but may decrease.