AGENDA
Wednesday, October 14, 2026 7:00 PM
Mountain House City Council
Mountain House Financing Authority
Mountain House Town Hall
251 East Main Street, Mountain House, CA 95391
CITY COUNCIL
ANDY SU
Mayor
RONNA GREEN
Vice Mayor
Council Members
MATT DISKO BERNICE KING TINGLE DANIEL HARRISON
ADMINISTRATION
STEVEN J. PINKERTON
City Manager
JOHN BAKKER
City Attorney
MARGARET WIMBERLY
City Clerk
This City Council meeting will be livestreamed on the City’s website at: Agendas, Minutes, Archives & Live Streaming | Mountain House, CA and on the City's YouTube channel at City of Mountain House - YouTube
Members of the public have the option of giving public comment in person or via two-way telephonic service. Additional information about providing public comment via two-way telephonic service can be found at the end of this agenda.
Two-way telephonic service dial-in and link: https://us02web.zoom.us/j/87904266643 Join from PC, Mac, iPad, or Android:
Dial in phone number: +1 669 900 9128 US
Webinar ID: 879 0426 6643
CALL TO ORDER AND ROLL CALL
MOMENT OF SILENCE
PLEDGE OF ALLEGIANCE
APPROVAL OF AGENDA
PUBLIC COMMENTS
Public comments are limited to three minutes per person, the public is invited to make comments on items of public interest that are within the City Council’s subject matter jurisdiction and that are not listed on the current agenda.
Under the Brown Act, items brought up during public comment that are not on the agenda cannot
1. 2.
3. 4.
5. be discussed or acted upon by the Council, however, items necessitating a response will be included in the next City Manager update and posted on the City’s website.
RECOGNITION, ANNOUNCEMENTS, OR PRESENTATIONS
Presentation from Sumiko De La Vega, Public Information Officer, San Joaquin County Mosquito & Vector Control District
Presentation from Daniel Banowetz Associate Vice President of San Joaquin Delta College
Youth Action Committee Update
Presentation from Lammersville Unified School District
CITY COUNCIL CONSENT ITEMS
Consent agenda items (which may include Ordinances, Resolutions, Informational Reports, Approval Actions and Motions) will be acted upon by the City Council at one time without discussion. Any Council Member may request removal of an item from the consent calendar for discussion.
Minutes of the September 9, 2026, City Council Meetings Page 6 Receive the Monthly Financial Report dated May 2026 Page 15 Second Reading and Adoption of an Ordinance Amending Section 2-2- 203 and Adding Section 2-2-203.5 to the Mountain House Municipal Code to Establish Informal Bidding Procedures Under the California Uniform Public Construction Cost Accounting Act
Staff recommends that the City Council waive the second reading and adopt an ordinance amending Section 2-2-203 and adding Section 2-2-203.5 to the Mountain House Municipal Code to establish informal bidding procedures under the California Uniform Public Construction Cost Accounting Act (CUPCCAA).
Resolution Authorizing Amendment No. 1 to Agreement A-2526-08 with Gachina Landscape Management, Inc. for North-South Arterials Landscape Maintenance
Staff recommends that the City Council adopt a resolution authorizing the City Manager to:
Execute Amendment No. 1 to Agreement A-2526-08 with Gachina Landscape Management, Inc. for North-South Arterials Landscape Maintenance, increasing the not-to-exceed amount by $82,417.71, for a revised total not-to-exceed amount of $4,226,453.42.
1. Take all appropriate and necessary actions to carry out the purpose and intent of the resolution.
2. 6.
6.1 6.2
6.3 6.4
7. 7.1
7.2 7.3
7.4 City Council Agenda Wednesday, October 14, 2026
Mountain House Page 2 of 618 Resolution Authorizing Amendment No. 1 to Agreement A-2526-07 with Gachina Landscape Management, Inc. for Downtown &
Government Buildings Landscape Maintenance
Staff recommends that the City Council adopt a resolution authorizing the City Manager to:
Execute Amendment No. 1 to Agreement A-2526-07 with Gachina Landscape Management, Inc. for Downtown & Government Buildings Landscape Maintenance, increasing the not-to-exceed amount by $191,976.57, for a revised total not-toexceed amount of $486,648.60.
1. Take all appropriate and necessary actions to carry out the purpose and intent of the resolution.
2. Resolution Supporting Proposition 1, The Veterans and Affordable Housing Bond Act of 2026
Staff recommends that the City Council adopt a resolution supporting Proposition 1, the Veterans and Affordable Housing Bond Act of 2026, which would authorize $11.25 billion in state general obligation bonds to fund affordable housing, homeownership assistance, and veterans' housing programs if approved by voters at the November 3, 2026, statewide election.
Resolution Opposing Proposition 43, Limits Voter’s Ability to Raise Revenues for Local Government Services
Staff recommends that the City Council adopt a resolution opposing Proposition 43, a proposed constitutional amendment appearing on the November 3, 2026 statewide ballot.
Resolution Authorizing Amendment No. 1 to Agreement A-2627-18 with Public Restroom Company for Prefabricated Restrooms at Neighborhood Parks
Staff recommends that the City Council adopt a resolution authorizing the City Manager to:
Execute Amendment No. 1 to Agreement A-2627-18 with Public Restroom Company to add a prefabricated restroom at Neighborhood J Park, increasing the not-toexceed amount by $195,980.00, for a revised total not-to-exceed amount of $979,900.00; and
1. Take all appropriate and necessary actions to carry out the purpose and intent of the resolution.
2. Resolution Authorizing Amendment No. 2 to Agreement A-2425-06 with St. Francis Electric, LLC for Traffic Signal, Street Light, Facility Lighting, Flashing Beacon, and Speed Radar Maintenance Services
Staff recommends that the City Council adopt a resolution authorizing the City Manager to:
Execute Amendment No. 2 to Agreement A-2425-06 with St. Francis Electric, LLC for Traffic Signal, Street Light, Facility Lighting, Flashing Beacon, and Speed Radar Maintenance Services, increasing the not-to-exceed amount by $255,294.53, for a revised total not-to-exceed amount of $872,303.08; and
1. 7.5
7.6 7.7
7.8 7.9
City Council Agenda Wednesday, October 14, 2026
Mountain House Page 3 of 618 Take all appropriate and necessary actions to carry out the purpose and intent of the resolution.
2. JOINT FINANCING AUTHORITY/CITY COUNCIL POLICY AND ACTION ITEMS Joint Public Hearing to Adopt Resolution No. 2026-91 of the City of Mountain House Authorizing Entrance into Supplemental Installment Purchase Contracts and Other Documents Related to the Issuance and Sale of Utility Systems Revenue Bonds by the Mountain House Financing Authority, Approving an Official Statement and Related Actions, and Adopt Resolution No. FA-2026-03 of the Mountain House Financing Authority Authorizing Entrance into Supplemental Installment Purchase Contracts, a Trust Agreement and Other Documents Related to the Issuance and Sale of Utility Systems Revenue Bonds, Approving an Official Statement and Related Actions
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 and related findings; (2) the City Council of the City (“City Council”), following the public hearing, adopt Resolution No. 2026-91 authorizing entrance into supplemental installment purchase contracts and other documents related to the issuance and sale of utility systems revenue bonds by the Authority, approving an official statement and related actions; (3) the Authority Board of Directors (“Authority Board”), following the public hearing, adopt Resolution No. FA-2026-03 authorizing entrance into supplemental installment purchase contracts, a trust agreement and other documents related to the issuance and sale of utility system revenue bonds, approving an official statement and related actions; and (4) adopt Resolution No. 2026-92 approving interfund loans from the Water Bond Fund to the Wastewater Bond Fund not to exceed $24,800,000 and from the Stormwater Bond Fund to the Wastewater Bond Fund not to exceed $6,500,000 . Together, these resolutions will authorize the issuance by the Authority of its Utility Systems Revenue Bonds Subordinate Series 2026 (the “2026 Bonds”) and related agreements in order to provide for proceeds to pay a portion of the City’s outstanding obligations incurred to pay for the costs of acquiring improvements to the City’s Water, Wastewater, and Storm Drain Systems, as further described below.
CITY COUNCIL DISCUSSION ITEMS
Review of the 2023-2031 City of Mountain House Public Review Draft Housing Element
Staff recommends that the City Council receive and provide feedback on the Public Review Draft Housing Element and authorize staff, by minute order, to incorporate City Council direction and public comments, as appropriate, and submit the revised Draft Housing Element to the California Department of Housing and Community Development (HCD) for
8. 8.1
9. 9.1
City Council Agenda Wednesday, October 14, 2026
Mountain House Page 4 of 618 its initial 90-day review.
City Manager’s Update Page 605
FUTURE AGENDA ITEMS
Report of Future Agenda Items and Long-Range Calendar Page 616
COUNCIL COMMENTS
CITY ATTORNEY COMMENTS
CITY MANAGER COMMENTS
ADJOURNMENT
If you need disability-related modification or accommodation in order to participate in this meeting, please contact the City Clerk at (209) 831-5039 or at [email protected] at least 48 hours prior to the start of the meeting.
Government Code Section §54954.2 (a). Materials related to an item on this Agenda submitted to the City Council after distribution of the agenda packet are available for public inspection in Town Hall located at 251 East Main Street during normal business hours.
POSTING STATEMENT: On October 9, 2026, a true and correct copy of this agenda was posted on the City Hall Bulletin Board, outside Mountain House Town Hall, 251 East Main Street, Mountain House, CA 95391 and at our website www.mountainhouseca.gov.
9.2 10.
10.1 11.
12. 13.
14. City Council Agenda Wednesday, October 14, 2026
Mountain House Page 5 of 618
Present:
Andy Su, Mayor
Bernice King Tingle, Council Member
Matt Disko, Council Member
Daniel Harrison, Council Member
Ronna Green, Vice Mayor
SPECIAL CITY COUNCIL
MINUTE SUMMARY
Wednesday, September 09, 2026
1. CALL TO ORDER AND ROLL CALL
Mayor Su called the meeting to order at 5:31 p.m.
2. PUBLIC COMMENT
Mayor Su opened the public comment period, there being no one wishing to speak it was closed.
3. Open Session Disclosure of Items to be Discussed in Closed Session Pursuant to Government Code Section 54957.7
City Attorney John Bakker reported on items to be discussed in Closed Session.
4. RECESS TO CLOSED SESSION
The City Council recessed to closed session at 5:32 p.m.
4.1 PUBLIC EMPLOYEE PERFORMANCE EVALUATION
4.2 CONFERENCE WITH LABOR NEGOTIATOR
5. RECONVENE IN OPEN
The City Council reconvened in open session. There was no action to report.
6. ADJOURNMENT
Mayor Su adjourned the special meeting 7:00 p.m.
Item 7.1
Mountain House Page 6 of 618
Present:
Andy Su, Mayor
Bernice King Tingle, Council Member
Matt Disko, Council Member
Daniel Harrison, Council Member
Ronna Green, Vice Mayor
CITY COUNCIL
MINUTES
Wednesday, September 09, 2026
1. CALL TO ORDER AND ROLL CALL
Mayor Su called the meeting to order at 7:00 p.m.
2. MOMENT OF SILENCE
Mayor Su held a moment of silence.
3. PLEDGE OF ALLEGIANCE
Council Member Harrison led the pledge of allegiance.
4. APPROVAL OF AGENDA
Motion: Council Member Disko
Second: Vice Mayor Green
To approve the agenda as recommended by staff.
For (5): Mayor Su, Council Member Tingle, Council Member Disko, Council Member Harrison, and Vice Mayor Green
Vote: Carried (5 to 0)
5. PUBLIC COMMENTS
Public comments are limited to three minutes per person, the public is invited to make comments on items of public interest that are within the City Council’s subject matter jurisdiction and that are not listed on the current agenda.
Under the Brown Act, Items brought up during public comment that are not on the agenda cannot be discussed or acted upon by the Council, however, items necessitating a response will be Item 7.1
Mountain House Page 7 of 618 included in the next City Manager update and posted on the City’s website.
Danny Haddad, resident, provided a handout to the City Council with background related to his comments and state he disputed prior statements about the age, design, and installation of the City’s original camera system. He asked the City to review the supporting documents he submitted, correct inaccurate information, and review the procurement and decisions related to the subsequent camera project.
Jarrod Swanson, Motorola Solutions, provided technical information about the original Avigilon camera system. He stated that the equipment was current when installed, later camera issues were product and firmware related, and Motorola addressed affected cameras through its warranty process.
Luke Cervantos, Edgeworth, discussed Edgeworth’s former maintenance agreement, the removal or replacement of equipment, the termination of the agreement, contractor licensing, procurement, project costs, and the company’s request for a City review.
Dr. Chaun Powell, presented youth well-being data and announced the Oct. 17 Pressure Points community conversation about life expectations and balance. She asked the City and community to continue supporting youth mental health and engagement.
Fatehdeep Singh, supported reopening the request for qualifications for tennis instruction, described his qualifications, requested a fair opportunity to compete, and encouraged the City to establish a parks and recreation advisory committee.
Nitu Singh, asked the City to reactivate resident advisory bodies and a planning commission. She requested that the Council postpone Zone Reclassification ZR 25-0001 for additional public review of housing, school, traffic, public safety, and land use impacts.
Angad Bhullar, requested that the Council delay Zone Reclassification ZR 25-0001, hold a community meeting, explain the timing and need for the changes, and provide information regarding potential conflicts or campaign contributions connected with affected developers.
Roxanne Mohondro, expressed concern about rezoning and existing traffic and infrastructure conditions, including delays and safety concerns near Linne Road and Byron Road.
Project Air Aware, represented by Ashrith, Chetana, Smirti, and Tejas, discussed asthma and local air-quality concerns. The group requested a formal City endorsement, asthma and inhaler training for school staff, a connection with City staff, and fundraising support for proposed air-filter kits.
Manjula Mellacheruvu, expressed concern about the effect of Zone Reclassification ZR 25-0001 on school enrollment and high school capacity. She requested coordination with Lammersville Unified School District and a plain-language summary of cumulative rezoning actions.
Item 7.1
Mountain House Page 8 of 618 Umar Sear, asked the City to reconsider the deadline for submitting speaker cards or raising virtual hands so members of the public may decide whether to comment after hearing Council discussion.
GB, Zoom participant, requested that the Council postpone Zone Reclassification ZR 25-0001 and provide additional public discussion and information about housing allocations, schools, traffic, and affected parcels.
Louie Pham, Zoom participant, expressed concern about for-profit use of public courts and related maintenance costs, supported the integrity of City officials, and commented on the need for residential development to support local businesses.
Raveen, Zoom participant, requested that the Council postpone Zone Reclassification ZR 25-0001 and provide additional public discussion and community review.
Sridevi, Zoom participant, requested that the Council reopen the rezoning discussion and provide clear information and additional time for residents to review and comment on the proposed land use changes.
Harish K, Zoom participant, asked the City to review the no U-turn restriction affecting Lakeshore residents traveling from Calabria toward Byron Road.
6. RECOGNITION, ANNOUNCEMENTS, OR PRESENTATIONS
6.1 Presentation from San Joaquin First Tee
Chris Borrego, San Joaquin First Tee, presented an overview of First Tee San Joaquin, including its youth development and golf programs, participant outcomes, fundraising, scholarships, school programming, and interest in expanding services in Mountain House and Tracy.
6.2 Update from the Youth Action Committee
Youth Action Committee member Akil Rachala reported on tutoring outreach, social media plans, the Pressure Points event, youth legislative and internship opportunities, and upcoming community volunteer events.
6.3 Presentation from Lammersville Unified School District Stephanie Olsen, Board Member Lammersville Unified School District, reported on the start of the school year, fall activities, an opening on the district facilities committee, district and Mountain House enrollment, Friday Night Lights, and the district’s continuing work on short-term and long-term school capacity solutions.
6.4 Presentation on the Public Safety Monthly Report from Rank Security, Code Enforcement, Mountain House Police Services provided by the San Joaquin County Sheriff’s Office, and Mountain House Fire Department and Emergency Medical Item 7.1
Mountain House Page 9 of 618 Services presented by the French Camp Fire Department.
Anthony DeFrenchi presented the August security report, including calls for service, security and restroom checks, parking citations, open construction gates, event security, Everbridge notifications, and residential vacation checks.
Cedric Hathorn presented the August code enforcement report, including cases opened and closed, common violations, warnings, citations, property change permits, illegal dumping, bulky-item disposal, parking, and use of the City’s reporting system.
Lt. Nick Taiariol presented preliminary August police services data. He reported on general activity, crime, collisions, traffic enforcement, parking citations, and community engagement. At the Mayor’s request, staff agreed to compare red-light-related collisions before and after implementation of the red-light camera program.
Chief Marty Cornilsen presented the August fire and emergency medical services report, mutual-aid deployments, National Preparedness Month guidance, community activities, and the Oct. 17 pancake breakfast. Staff also discussed earthquake preparedness information and Everbridge notifications.
7. CITY COUNCIL CONSENT ITEMS
Consent agenda items (which may include Ordinances, Resolutions, Informational Reports, Approval Actions and Motions) will be acted upon by the City Council at one time without discussion. Any Council Member may request removal of an item from the consent calendar for discussion.
Nitu Singh commented on Item 7.3 and requested plain-language agenda outreach and information regarding the legal basis and safeguards for changing recreational-commercial land.
Motion: Council Member Disko
Second: Council Member Tingle
To approve the Consent Calendar as presented by staff excepting 7.3 which was pulled for further discussion.
For (5): Mayor Su, Council Member Tingle, Council Member Disko, Council Member Harrison, and Vice Mayor Green
Vote: Carried (5 to 0)
7.1 Approval of the Minutes of August 26, 2026.
7.2 List of Recent Agreements under the City Manager Signature Authority Item 7.1
Mountain House Page 10 of 618
7.4 Introduce an Ordinance amending Section 2-2-203 and adding Section 2-2-203.5 to the Mountain House Municipal Code Relating to the Procurement of Public Projects and Adopting Informal Bidding Procedures Under the Uniform Public Construction Cost Accounting Act
Motion: Council Member Disko
Second: Council Member Tingle
Introduce and waived the first reading of Ordinance 2026-05 amending Section 2-2-203 and adding Section 2-2-203.5 to the Mountain House Municipal Code and set the Ordinance for second reading and adoption on October 14, 2026.
Vote: Carried
7.3 Second Reading – MHD CR Land Use Changes Zone Reclassification (ZR-25-001) Item 7.3 was removed from the consent calendar. City Manager Steven Pinkerton reviewed the prior approvals, zoning history, affected areas, housing allocations, infrastructure financing, school impacts, and public notice and hearing process. The Council discussed the timing of the action, resident outreach, infrastructure, school capacity, and the proposed land use changes.
Motion: Council Member Harrison
Second: Council Member Disko
Waive the second reading and adopted 2026-04 Ordinance approving Zone Reclassification No. ZR-25-001 and making the required findings related to the MHD CR Land Use Changes.
For (5): Mayor Su, Council Member Tingle, Council Member Disko, Council Member Harrison, and Vice Mayor Green
Vote: Carried (5 to 0)
8. CITY COUNCIL POLICY AND ACTION ITEMS
City Manager Steven Pinkerton presented the quarterly strategic plan progress update, including incorporation work, municipal and development codes, the General Plan and Housing Element, economic development, recreation facilities, infrastructure, public safety, utility planning, communications, and future strategic planning.
Following the presentation of the staff report, Mayor Su opened the public comment period, there being no one wishing to speak it was closed.
8.1 Strategic Plan Update – Fiscal Years 2025/2026 through 2026/2027 City Manager Steven Pinkerton presented the quarterly strategic plan progress update, including incorporation work, municipal and development codes, the General Plan and Housing Element, economic development, recreation facilities, infrastructure, public safety, utility planning, Item 7.1
Mountain House Page 11 of 618 communications, and future strategic planning.
Following the presentation of the staff report, Mayor Su opened the public comment period, there being no one wishing to speak it was closed.
Motion: Council Member Disko
Second: Vice Mayor Green
Received and filed the Strategic Plan progress update for fiscal years 2025/2026 through 2026/2027.
For (5): Mayor Su, Council Member Tingle, Council Member Disko, Council Member Harrison, and Vice Mayor Green
Vote: Carried (5 to 0)
8.2 Mountain House Assignment Incentive Program for Eligible San Joaquin County Sheriff‘s Office Personnel Assigned Full-Time to Mountain House Police Services Public Safety Consultant Rex Osborn presented a proposed incentive equal to 7.5% of base salary for eligible San Joaquin County Sheriff’s Office personnel assigned full time to Mountain House in exchange for a three-year commitment. The Council discussed turnover, recruitment, retention, training costs, eligibility, performance, the effect of transfers and promotions, and annual budget oversight. No public comments were received.
Following the presentation of the staff report, Mayor Su opened the public comment period, there being no one wishing to speak it was closed.
Motion: Council Member Disko
Second: Council Member Tingle
Approved the Mountain House Assignment Incentive Program, providing eligible San Joaquin County Sheriff’s Office personnel assigned full-time to Mountain House Police Services with an incentive equal to 7.5% of base salary in exchange for a three-year assignment commitment, and approve the associated Letter Agreement with the County of San Joaquin.
For (5): Mayor Su, Council Member Tingle, Council Member Disko, Council Member Harrison, and Vice Mayor Green
Vote: Carried (5 to 0)
8.3 Provide Direction to the City’s Voting Delegate on the Proposed 2026 League of Item 7.1
Mountain House Page 12 of 618 California Cities General Assembly Resolution
Motion: Council Member Tingle
Second: Council Member Disko
In accordance with Council Policy, to continue the meeting past 10 p.m. to finish the remaining business items.
For (5): Mayor Su, Council Member Tingle, Council Member Disko, Council Member Harrison, and Vice Mayor Green
Vote: Carried (5 to 0)
City Clerk Margaret Wimberly presented the proposed Cal Cities resolution concerning local authority over housing and land use decisions. City Attorney Bakker explained that the resolution called for development of a state constitutional amendment or other strategy to strengthen local authority. No public comments were received.
Following the presentation of the staff report, Mayor Su opened the public comment period, there being no one wishing to speak it was closed.
Motion: Council Member Disko
Second: Vice Mayor Green
The City Council provided direction to the City’s Voting Delegate regarding the City’s position on the proposed 2026 League of California Cities General Assembly Resolution concerning local authority over housing and land use decisions with a support position For (5): Mayor Su, Council Member Tingle, Council Member Disko, Council Member Harrison, and Vice Mayor Green
Vote: Carried (5 to 0)
9. CITY COUNCIL DISCUSSION ITEMS
9.1 Mountain House Unity Center - Future Ownership, Use and Partnership Discussion Laura Johnston, Parks and Recreation Manager, presented a report to the City Council.
There was consensus from the Council to have staff to pursue a transfer of the building with a continued joint-use arrangement, negotiate additional and scheduled City use hours, and return with an agreement for Council consideration.
9.2 City Manager’s Update
Steven Pinkerton, City Manager, provided an update to the City Council.
Item 7.1
Mountain House Page 13 of 618
10. FUTURE AGENDA ITEMS
10.1 Report of Future Agenda Items and Long-Range Calendar Steven Pinkerton, City Manager, presented an overview of the Long Range Calendar and upcoming agenda items to the City Council.
11. COUNCIL COMMENTS
Council Member Tingle requested a future discussion regarding reestablishing advisory commissions or committees.
Council Member Disko requested follow-up regarding Mosquito and Vector Control responses to resident service requests
Council Member Harrison and Vice Mayor Green reported no comments.
12. CITY ATTORNEY COMMENTS
City Attorney John Bakker reported that the Governor was considering several bills that could affect the City and that staff would provide updates.
13. CITY MANAGER COMMENTS
City Manager Steven Pinkerton commented on the success of the National Night Out dunk tank fundraiser.
14. ADJOURNMENT
I
Mayor Su adjourned the meeting to October 14, 2026, at 11:13 p.m.
Item 7.1
Mountain House Page 14 of 618 City of Mountain House
Monthly Financial Report
May 2026
Item 7.2
Mountain House Page 15 of 618 City of Mountain House
Pooled Cash Report
May 31, 2026
CURRENT
BALANCE
General Funds
Fund 101 - GENERAL FUND $ 55,545,789
Fund 102 - TIF ADMIN FEES 1,455,552
Fund 103 - CFF ADMIN FEES 1,461,337
Total General Funds $ 58,462,678
Special Revenue Funds
Fund: 104 - BUILDERS
Total Special Revenue Funds 1,120,560
Special Assessment Funds
Fund: 201 - SPECIAL TAX NO. 1: ROADS, ETC 10,190,018
Fund: 202 - SPECIAL TAX NO. 2: PUBLIC SAFETY (2,997,020) Fund: 203 - SPECIAL TAX NO. 3: PARKS, LIBRARIES, COMMUNITY FACILITIES (1,468,077) Fund: 204 - SPECIAL TAX NO. 4: PUBLIC WORKS 1,012,801
Total Special Assessment Funds 6,737,722
Restricted Funds
Fund: 300 - REGIONAL TRANSPORTATION IMPACT FEES 1,212,888 Fund: 301 - TIF IMPACT FEES 12,527,087
Fund: 302 - CFF IMPACT FEES 25,747,065
Fund: 303 - LANDSCAPE & LIGHTING DISTRICT - 2016 260,069 Fund: 304 - LANDSCAPE & LIGHTING DISTRICT - 2008 840,571 Fund: 305 - LANDSCAPE & LIGHTING DISTRICT - ZONE 3 2,176,596 Fund 310 - MEASURE K 534,042
Fund 311 - GAS TAX 2,936,420
Fund 312 - LOCAL TRANSPORTATION FUND 3,875,964
Fund 313 - VEHICLE LICENSE FEES 66,105
Fund 320 - AFFORDABLE HOUSING FEE 11,714,054
Fund 35X - CFD IMPROVEMENT AREAS 290,721
-
Total Impact Fee Funds 62,181,580
Enterprise Funds
WATER OPERATIONS 1,659,809
WASTEWATER OPERATIONS 7,918,897
STORM OPERATIONS 8,007,966
Total Enterprise Funds 17,586,673
Developer Funds 23,522,261
Capital Projects Fund 10,570,517
$ 180,181,991
1,120,560
Item 7.2
Mountain House Page 16 of 618 City of Mountain House Months to date 11
Budget Report as of May 31, 2026 % of year to date 92%
Original
Budget
Current
Budget
Year to Date
Revenues/
Expenditures Encumbrances
Year to Date
Activity
(Year to Date +
Encumbrances)
Variance
Favorable
(Unfavorable)
Percent Used
to Date
GENERAL FUNDS
Fund: 101 - GENERAL FUND
Revenue 13,521,082 13,521,082 19,440,020 - 19,440,020 5,918,938 144% Expense 14,434,332 14,434,332 5,523,950 729,596 6,253,546 8,180,786 43% (913,250) (913,250) 13,916,071 (729,596) 13,186,475 14,099,725 Fund: 102 - TIF ADMIN
Revenue 187,704 187,704 111,611 - 111,611 (76,093) 59%
Expense 60,000 95,736 15,833 85,404 101,236 (5,500) 106% 127,704 91,968 95,779 (85,404) 10,375 (81,593)
Fund: 103 - CFF ADMIN
Revenue 224,907 224,907 103,655 - 103,655 (121,252) 46% Expense 50,000 77,736 13,833 19,091 32,923 44,813 42%
174,907 147,171 89,823 (19,091) 70,732 (76,439)
TOTAL GENERAL FUNDS
Revenue 13,933,693 13,933,693 19,655,286 - 19,655,286 5,721,593 141% Expense 14,544,332 14,607,805 5,553,615 834,091 6,387,706 8,220,099 44% (610,639) (674,112) 14,101,672 (834,091) 13,267,581 (2,498,506)
SPECIAL REVENUE FUNDS
Fund 104 - DEVELOPMENT SERVICES
Revenue 4,852,385 4,852,385 1,814,772 - 1,814,772 (3,037,613) 37% Expense 4,250,685 4,250,685 2,406,048 588,359 2,994,407 1,256,278 70% 601,700 601,700 (591,277) (588,359) (1,179,636) (1,781,336)
TOTAL SPECIAL REVENUE FUNDS
Revenue 4,852,385 4,852,385 1,814,772 - 1,814,772 (3,037,613) 37% Expense 4,250,685 4,250,685 2,406,048 588,359 2,994,407 1,256,278 70% 601,700 601,700 (591,277) (588,359) (1,179,636) (4,293,891)
SPECIAL ASSESSMENT FUNDS
Fund: 201 - SPECIAL TAX NO. 1: ROADS
Revenue 18,317,744 18,317,744 9,461,345 - 9,461,345 (8,856,400) 52% Expense 18,897,744 18,317,744 2,807,983 814,937 3,622,920 14,694,824 20% (580,000) - 6,653,362 (814,937) 5,838,425 5,838,425
Fund: 202 - SPECIAL TAX NO. 2: PUBLIC SAFETY SERVICES
Revenue 10,324,226 10,324,226 5,438,621 - 5,438,621 (4,885,605) 53% Expense 10,324,226 10,324,226 8,444,896 1,374,292 9,819,188 505,038 95% - - (3,006,275) (1,374,292) (4,380,567) (4,380,567)
Fund: 203 - SPECIAL TAX NO. 3: PARKS
Revenue 6,100,402 6,100,402 1,170,295 (60,613) 1,109,682 (4,990,720) 18% Expense 5,930,902 6,100,402 2,922,132 221,843 3,143,975 2,956,427 52% 169,500 - (1,751,837) (221,843) (2,034,293) (2,034,293) Fund: 204 - SPECIAL TAX NO. 4: PUBLIC WORKS
Revenue 2,203,412 2,203,412 990,198 - 990,198 (1,213,214) 45% Expense 2,332,412 2,203,412 810,674 76,753 887,427 1,315,985 40% (129,000) - 179,525 (76,753) 102,771 102,771
TOTAL SPECIAL ASSESSMENT FUNDS
Revenue 36,945,784 36,945,784 17,060,458 (60,613) 16,999,846 (19,945,939) 46% Expense 37,485,284 36,945,784 14,985,684 2,487,826 17,473,510 19,472,274 47% (539,500) - 2,074,774 (2,548,439) (473,665) (473,665)
RESTRICTED FUNDS
Fund: 300 - REGIONAL TRANSPORTATION IMPACT FEES
Revenue 909,666 909,666 909,666
Expense - -
- - 909,666 - 909,666 909,666
Item 7.2
Mountain House Page 17 of 618 City of Mountain House Months to date 11
Budget Report as of May 31, 2026 % of year to date 92%
Original
Budget
Current
Budget
Year to Date
Revenues/
Expenditures Encumbrances
Year to Date
Activity
(Year to Date +
Encumbrances)
Variance
Favorable
(Unfavorable)
Percent Used
to Date
Fund: 301 - TRAFFIC IMPACT FEES
Revenue 6,169,000 6,169,000 5,177,483 - 5,177,483 (991,517) 84% Expense 6,074,000 6,074,000 5,220,591 - 5,220,591 853,409 86% 95,000 95,000 (43,108) - (43,108) (138,108)
Fund: 302 - COMMUNITY FACILITIES FEES
Revenue 7,371,949 7,371,949 3,355,576 - 3,355,576 (4,016,373) 46% Expense 13,954,033 13,954,033 8,917,915 - 8,917,915 5,036,118 64% (6,582,084) (6,582,084) (5,562,339) - (5,562,339) 1,019,745 Fund: 303 - LANDSCAPE & LIGHTING DISTRICT 2016
Revenue 41,000 41,000 40,329 - 40,329 (671) 98%
Expense 27,800 27,800 5,379 11,935 17,314 10,486 62%
13,200 13,200 34,950 (11,935) 23,015 9,815
Fund: 304 - LANDSCAPE & LIGHTING DISTRICT 2008
Revenue 60,000 60,000 63,277 - 63,277 3,277 105%
Expense 32,900 32,900 10,539 13,185 23,724 9,176 72%
27,100 27,100 52,738 (13,185) 39,553 12,453
Fund: 305 - LANDSCAPE & LIGHTING DISTRICT ZONE 3
Revenue 370,000 370,000 395,771 - 395,771 25,771 107%
Expense 190,000 190,000 72,670 28,929 101,598 88,402 53% 180,000 180,000 323,101 (28,929) 294,172 114,172
Fund: 310 - MEASURE K
Revenue 600,000 600,000 502,043 - 502,043 (97,957) 84%
Expense 600,000 600,000 - - - 600,000
- - 502,043 - 502,043 502,043
Fund: 311 - GAS TAX
Revenue 107,300 107,300 1,847,204 - 1,847,204 1,739,904 1722% Expense - 709,000 30,950 - 30,950 678,050
107,300 (601,700) 1,816,254 - 1,816,254 2,417,954
Fund: 312 - LOCAL TRANSPORTATION FUND
Revenue 107,300 107,300 3,875,964 - 3,875,964 3,768,664 3612% Expense - 709,000 - - 709,000
107,300 (601,700) 3,875,964 - 3,875,964 4,477,664
Fund: 313 - VEHICLE LICENSE FEES
Revenue 107,300 107,300 66,105 - 66,105 (41,195) 62%
Expense - 709,000 - - 709,000
107,300 (601,700) 66,105 - 66,105 667,805
Fund: 320 - AFFORDABLE HOUSING FEE
Revenue - - 554,430 554,430 554,430
Expense - - - -
- - 554,430 - 554,430 554,430
Fund: 35X - CFD IMPROVEMENT AREAS
Revenue - - 3,524,798 3,524,798 3,524,798
Expense - - 3,337,838 14,174 3,352,012 (3,352,012)
- - 186,960 14,174 172,786 172,786
TOTAL RESTRICTED FUNDS
Revenue 14,933,849 14,933,849 20,312,645 - 20,312,645 5,378,796 136% Expense 20,878,733 23,005,733 17,595,882 68,222 17,664,104 5,341,629 77% (5,944,884) (8,071,884) 2,716,764 (68,222) 2,648,542 10,720,426
ENTERPRISE FUNDS
Fund: 501 - WATER OPERATIONS
Revenue 8,054,975 8,054,975 6,353,710 - 3,796,226 - 47% Expense 8,054,975 9,379,775 5,924,122 497,751 2,164,488 668,471 23% - (1,324,800) 429,588 (497,751) 1,631,737 668,471
Fund: 502 - WATER CAPITAL PROJECTS
Revenue 1,600,000 1,600,000 - - - - 0%
Expense 1,600,000 7,635,514 478,340 3,464,932 127,103 76,960 2% - (6,035,514) (478,340) (3,464,932) (127,103) 76,960
Fund: 503 - WATER PLEDGED FACILITY
Revenue 6,338,452 6,338,452 5,955,675 - 2,923,286 - 46% Expense 6,283,452 6,283,452 109,447 5,900 2,811,933 - 45% 55,000 55,000 5,846,228 (5,900) 111,353 -
Item 7.2
Mountain House Page 18 of 618 City of Mountain House Months to date 11
Budget Report as of May 31, 2026 % of year to date 92%
Original
Budget
Current
Budget
Year to Date
Revenues/
Expenditures Encumbrances
Year to Date
Activity
(Year to Date +
Encumbrances)
Variance
Favorable
(Unfavorable)
Percent Used
to Date
Fund: 504 - WATER DEBT SERVICE
Revenue - 2,757,134 -
Expense 55,000 55,000 1,626,360 -
(55,000) (55,000) - - 1,130,774 -
Fund: 521 - WASTEWATER OPERATIONS
Revenue 4,171,729 4,171,729 4,052,268 - 4,052,268 (119,461) 97% Expense 4,105,046 4,330,046 2,790,122 152,065 2,942,186 1,387,860 68% 66,683 (158,317) 1,262,147 (152,065) 1,110,082 1,268,399 Fund: 522 - WASTEWATER CAPITAL PROJECTS
Revenue - - -
Expense 421,898 54,554 - 54,554 367,344
- (421,898) (54,554) - (54,554) 367,344
. .
Fund: 523 - WASTEWATER PLEDGED FACILITY
Revenue 4,849,286 4,849,286 4,740,561 - 4,740,561 (108,725) 98% Expense 4,841,286 4,841,286 91,975 5,800 97,775 4,743,511 2% 8,000 8,000 4,648,585 (5,800) 4,642,785 4,634,785
Fund: 524 - WASTEWATER DEBT SERVICE
Revenue - - -
Expense 8,000 8,000 - 8,000
(8,000) (8,000) - - 8,000
Fund: 541 - STORM OPERATIONS
Revenue 1,046,074 1,046,074 933,427 - 933,427 (112,647) 89% Expense 1,099,528 1,099,528 352,281 119,531 471,812 627,716 43% (53,454) (53,454) 581,146 (119,531) 461,615 515,069
Fund: 542 - STORMWATER CAPITAL PROJECTS
Revenue - - -
Expense 1,034,369 29,629 - 29,629 1,004,741
- (1,034,369) 29,629 - (29,629) 1,004,741
Fund: 543 - STORM PLEDGED FACILITY
Revenue 1,668,520 1,668,520 1,652,911 - 1,652,911 (15,609) 99% Expense 1,645,520 1,645,520 35,160 5,800 40,960 1,604,560 2% 23,000 23,000 1,617,751 (5,800) 1,611,951 1,588,951
Fund: 544 - STORM DEBT SERVICE
Revenue - - -
Expense 8,000 8,000 - 8,000
(8,000) (8,000) - - 8,000
TOTAL ENTERPRISE FUNDS
Revenue 27,729,036 27,729,036 23,688,552 - 20,855,814 (356,442) 75% Expense 27,700,807 36,742,388 9,865,629 4,251,778 10,366,801 10,497,162 28% 28,229 (9,013,352) 13,882,180 (4,251,778) 10,489,013 (10,853,604)
CAPITAL PROJECTS
Revenue 7,175,444 7,175,444 - - - (7,175,444) 0%
Expense 7,175,444 15,357,800 2,457,120 543,699 3,000,819 12,356,981 20% - (8,182,356) (2,457,120) (543,699) (3,000,819) 5,181,537 105,570,191 105,570,191 82,531,714 (60,613) 79,638,363 (19,415,048) 75% 112,035,285 130,910,195 52,863,978 8,773,976 57,887,347 57,144,423 44% (6,465,094) (25,340,004) 29,667,736 (8,834,589) 21,751,016 37,729,375 Item 7.2
Mountain House Page 19 of 618 TITLE: Second Reading and Adoption of an Ordinance Amending Section 2-2-203 and Adding Section 2-2-203.5 to the Mountain House Municipal Code to Establish Informal Bidding Procedures Under the California Uniform Public Construction Cost Accounting Act
MEETING DATE: October 14, 2026
PREPARED BY: Anjali Kothari, Management Analyst
Koosun Kim, PE, Public Works Director
RECOMMENDATION
Staff recommends that the City Council waive the second reading and adopt an ordinance amending Section 2-2-203 and adding Section 2-2-203.5 to the Mountain House Municipal Code to establish informal bidding procedures under the California Uniform Public Construction Cost Accounting Act (CUPCCAA).
BACKGROUND
On July 22, 2026, the City Council adopted Resolution No. 2026-61 electing to participate in the California Uniform Public Construction Cost Accounting Act (CUPCCAA). The former Mountain House Community Services District participated in CUPCCAA; however, participation did not automatically transfer to the City upon incorporation. Staff submitted the City's election to the California State Controller's Office on July 23, 2026.
Public Contract Code Section 22034 requires participating agencies to adopt an ordinance establishing informal bidding procedures. On September 9, 2026, the City Council introduced the proposed ordinance and waived its first reading.
The ordinance is now presented for second reading and adoption. If adopted, it will establish the required informal bidding procedures and update the Mountain House Municipal Code to reflect the City's participation in CUPCCAA.
DISCUSSION
The proposed ordinance establishes informal bidding procedures under CUPCCAA and updates the Mountain House Municipal Code to reflect the City's transition from a community services district to a city.
Under current CUPCCAA thresholds:
Item 7.3
Mountain House Page 20 of 618 $75,000 or less: Public projects may be performed by City employees (force account), negotiated contract, or purchase order.
More than $75,000 up to $220,000: Public projects may use informal bidding procedures. More than $220,000: Public projects generally require formal competitive bidding.
These thresholds are established by State law and may be adjusted periodically.
The ordinance includes two Municipal Code amendments:
Section 2-2-203: Removes an outdated reference to Public Contract Code Section 20682, applicable to community services districts, and updates the Purchasing Agent's duties relating to public projects.
Section 2-2-203.5: Establishes informal bidding procedures, including contractor list maintenance, bid notification requirements, and contract award procedures.
The ordinance does not expand the Purchasing Agent's existing contracting authority. Contract awards remain subject to the authority otherwise delegated by the City Council.
FISCAL IMPACT
Adoption of the proposed ordinance would have no direct fiscal impact on the City. Implementation of CUPCCAA informal bidding procedures is anticipated to improve administrative efficiency and reduce costs associated with advertising and processing smaller public works projects.
STRATEGIC PLAN
The proposed ordinance supports the City's Strategic Plan, adopted April 9, 2025, by promoting efficient and accountable government operations and supporting the timely and cost-effective delivery of public infrastructure projects.
CEQA
Adoption of the proposed ordinance is not a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378(b)(5), as it constitutes an administrative activity that would not result in direct or reasonably foreseeable indirect physical changes to the environment.
Accordingly, no environmental review is required.
Item 7.3
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ACTION FOLLOWING CITY COUNCIL APPROVAL
Following City Council adoption, the ordinance will become effective 30 days after adoption. The City Clerk will complete the required publication or posting and arrange for codification in the Mountain House Municipal Code.
ATTACHMENTS
Attachment A – Proposed Ordinance Amending the Mountain House Municipal Code to Establish CUPCCAA Informal Bidding Procedures
Item 7.3
Mountain House Page 22 of 618
ATTACHMENT A
ORDINANCE NO. 2026-
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE AMENDING SECTION 2-2-203 AND ADDING SECTION 2-2-203.5 TO THE MOUNTAIN HOUSE
MUNICIPAL CODE RELATING TO THE PROCUREMENT OF PUBLIC PROJECTS AND
ADOPTING INFORMAL BIDDING PROCEDURES UNDER THE UNIFORM PUBLIC
CONSTRUCTION COST ACCOUNTING ACT
WHEREAS, on July 22, 2026, by Resolution No. 2026-61 the City Council elected to become subject to the California Uniform Public Construction Cost Accounting Act pursuant to California Public Contract Code section 22000 et seq. and to the Commission’s Cost Accounting Policies and Procedures Manual and Cost Accounting Review Procedures, as each may be amended from time to time; and WHEREAS, the City provided written notice of that election to the State Controller on July 23,2026, as required by Public Contract Code section 22030; and WHEREAS, Public Contract Code section 22032 provides that public projects of seventy-five thousand dollars ($75,000) or less may be performed by the employees of the City by force account, by negotiated contract, or by purchase order; that public projects of two hundred twenty thousand dollars ($220,000) or less may be let to contract by informal bidding procedures; and that public projects of more than two hundred twenty thousand ($220,000) shall be let to contract by formal bidding procedures, as those amounts may be adjusted from time to time by state law; and WHEREAS, Public Contract Code section 22034, subdivision (d), further provides that if all bids received under the informal bidding procedure exceed two hundred twenty thousand dollars ($220,000), the City Council may, by resolution adopted by four-fifths vote, award the contract at two hundred thirtyfive thousand dollars ($235,000) or less to the lowest responsible bidder upon determining that the City’s cost estimate was reasonable; and
WHEREAS, the City Council of the City of Mountain House has established Title 2, Chapter 2 of the Mountain House Municipal Code and approved the City’s Financial Management Manual, which together establish the City’s procedures for the procurement of services, personal property, and public projects.
NOW THEREFORE, the City Council of the City of Mountain House does ordain as follows:
Section 1. Amendment to Section 2-2-203. Section 2-2-203 of the Mountain House Municipal Code is hereby amended to read as follows (additions shown in underline; deletions shown in strikethrough.) 2-2-203 General Duties.
The Purchasing Agent shall have the duties and powers set forth in this Chapter and those set forth in resolutions of the City Council. The Purchasing Agent shall furnish the City Council with the reports and information that the City Council may from time to time require and shall establish methods, procedures and requirements necessary for the fulfillment of his or her duties and the proper functioning of the purchasing operation in an efficient and economical manner. The City has adopted the Uniform Public Construction Cost Accounting Act, Chapter 2 (commencing with Section 22000) of Part 3 of Division 2 of the Public Contract Code as authorized under Public Contract Code Section 20682(g).
Item 7.3
Mountain House Page 23 of 618
(a) Personal Property. The Purchasing Agent shall purchase for the City all materials, supplies, furnishings, equipment, livestock and other personal property of whatever kind and nature. No purchase of personal property by any person other than the Purchasing Agent shall be binding upon the City or constitute a lawful charge against any City funds except as authorized by the City Council or as otherwise provided by law.
(b) Rent. It shall be the duty of the Purchasing Agent to rent for the City all personal property. (c) Lease-Purchase and Service Contracts. It shall be duty of the Purchasing Agent to negotiate and execute in the name of the City all equipment service contracts and lease-purchase agreements of personal property.
(d) Independent Contractor Services. It shall be the duty of the Purchasing Agent to engage independent contractors to perform services for the City with or without furnishing of material. (e) Construction and Repair. Public Projects. It shall be the duty of the Purchasing Agent to contract for, and to purchase the furnishings, materials, and supplies required for a “public project,” as that term is defined by subdivision (c) of Section 22022 of the Public Contract Code. Contracts for public projects shall be governed by Section 2-2-203.5 of the Mountain House Municipal Code. employ independent contractors to construct or repair any of the buildings or structures and purchase furnishings, materials, and supplies for use in such construction or repair where the estimated aggregate costs of all furnishings, materials, labor and supplies for use in such construction or repair does not exceed the amount established set forth in Section 20682 of the Public Contract Code.
(f) Highway Construction. It shall be the duty of the Purchasing Agent to employ independent contractors to perform work on City roads and highways as provided by this ordinance or the State statutes, whenever the expenses of the work do not exceed the amount set forth therein. (g) Sale or Disposal of Personal Property. The Purchasing Agent may by direct sale or otherwise sell or dispose of any personal property belonging to the City not required for public use, in accordance with this Chapter.
(h) Transfer of Personal Property. The Purchasing Agent is hereby authorized to transfer from one (1) City department to another City department any item of personal property. (i) Forms. The Purchasing Agent shall develop, with the approval of Legal Counsel for the City as to legal sufficiency, standard forms and conditions of invitations to bid and purchase orders and contracts and shall also develop and prescribe other forms required in carrying out the provisions of this Chapter, and he or she may amend or eliminate any such form.
Section 2. Addition of Section 2-2-203.5. Section 2-2-203.5 is hereby added to the Mountain House Municipal Code to read as follows:
2-2-203.5 Public Projects: Alternative Bidding Procedures. (a) Thresholds. Public projects, as that term is defined by subdivision (c) of Section 22022 of the Public Contract Code, shall be let to contract pursuant to the Uniform Public Construction Cost Accounting Act, Chapter 2 (commencing with Section 22000) of Part 3 of Division 2 of the Public Contract Code.
(1) Public projects described in subdivision (a) of Public Contract Code section 22032 may be performed by the employees of the City by force account, by negotiated contract, or by purchase order.
Item 7.3
Mountain House Page 24 of 618
(2) Public projects described in subdivision (b) of Public Contract Code section 22032 may be let to contract by informal procedures as set forth in this Section. (3) Public projects described in subdivision (c) of Public Contract Code section 22032 shall, except as otherwise provided in this Section, be let to contract by formal bidding procedure. (4) If all bids received under the informal bidding procedure exceed the threshold specified in subdivision (c) of Public Contract Code section 22032, the City Council may, by resolution adopted by a four-fifths vote, award the contract to the lowest responsible bidder in an amount not exceeding the amount specified in subdivision (d) of Section 22034 of the Public Contract Code, if the City Council determines that the City’s cost estimate was reasonable. If no such award is made, the public project shall be let by formal bidding procedure. (b) Informal bid procedures.
(1) Contractors List. A list of contractors shall be developed and maintained in accordance with the provisions of Section 22034 of the Public Contract Code and criteria promulgated from time to time by the California Uniform Construction Cost Accounting Commission. (2) Notice Inviting Informal Bids. Where a public project is to be performed, a notice inviting informal bids shall be mailed, faxed, or emailed to all contractors for the category of work to be bid, as shown on the list developed in accordance with this section, and/or to all construction trade journals as specified by the California Uniform Construction Cost Accounting Commission in accordance with Section 22036 of the Public Contract Code. Additional contractors and/or construction trade journals may be notified; provided, however:
(A) If there is no list of qualified contractors maintained by the City for the particular category of work to be performed, the notice inviting bids shall be sent only to the construction trade journals specified by the California Uniform Construction Cost Accounting Commission.
(B) If the product or service is proprietary in nature such that it can be obtained only from a certain contractor or contractors, the notice inviting informal bids may be sent exclusively to such contractor or contractors.
(3) Mailing of Notices. All mailing of notices to contractors and construction journals pursuant to this section shall be completed not less than ten (10) calendar days before bids are due.
(4) Contents of Notice. The notice inviting informal bids shall describe the project in general terms, how to obtain more detailed information about the project, and shall state the time and place for the submission of bids.
(5) Award of Contracts. The Purchasing Agent is authorized to award informal contracts pursuant to this section. Nothing in this section authorizes the Purchasing Agent to execute a contract in an amount exceeding the contracting authority otherwise delegated to the Purchasing Agent or their designee by the City Council.
Section 3. Effective Date. This Ordinance shall take effect and be enforced thirty (30) days following its final adoption.
Section 4. Posting. The City Clerk of the City of Mountain House shall cause this Ordinance to be posted in at least three public places in the City of Mountain House in accordance with Section 36933 of the Government Code of the State of California.
Item 7.3
Mountain House Page 25 of 618 TITLE: Resolution Authorizing Amendment No. 1 to Agreement A-2526-08 with Gachina Landscape Management, Inc. for North-South Arterials Landscape Maintenance MEETING DATE: October 14, 2026
PREPARED BY: Christine Raposo, Program Manager
Derek Traya, Operations & Maintenance Superintendent
RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to:
1. Execute Amendment No. 1 to Agreement A-2526-08 with Gachina Landscape Management, Inc. for North-South Arterials Landscape Maintenance, increasing the not-to-exceed amount by $82,417.71, for a revised total not-to-exceed amount of $4,226,453.42.
2. Take all appropriate and necessary actions to carry out the purpose and intent of the resolution.
BACKGROUND
On July 1, 2025, the City entered into Agreement A-2526-08 with Gachina Landscape Management, Inc. in the amount of $4,144,035.71 for North-South Arterials Landscape Maintenance. The agreement extends through June 30, 2029.
Since award of the agreement, additional landscaping along S. De Anza Boulevard has been completed and transitioned to City maintenance. On August 1, 2026, the City assumed maintenance responsibility for the additional landscaped area along S. De Anza Boulevard from Mustang Boulevard to W. Grant Line Road.
Gachina has provided pricing and a scope of work to add this area to the existing North-South Arterials Landscape Maintenance agreement.
DISCUSSION
Amendment No. 1 adds maintenance of the landscaping along S. De Anza Boulevard from Mustang Boulevard to W. Grant Line Road to Gachina's existing scope of work and increases the contract amount by $82,417.71 for maintenance of this area through the remaining term of the agreement.
Approval of Amendment No. 1 will increase the total not-to-exceed amount of Agreement A-2526-08 from $4,144,035.71 to $4,226,453.42. The agreement remains in effect through June 30, 2029.
Item 7.4
Mountain House Page 26 of 618
FISCAL IMPACT
Amendment No. 1 increases the agreement by $82,417.71, for a revised total not-to-exceed amount of $4,226,453.42. Funding for services anticipated in FY 2026/27 is available in the O&M account designated for landscaping along City roads (201-1510-6250). Funding for services in future fiscal years will be subject to appropriation through the City's annual budget process.
There is no impact to the General Fund associated with the recommended action.
STRATEGIC PLAN
This action supports the City’s Strategic Plan by supporting the health of the City’s urban forest, improving visibility and safety along arterial roadways, and enhancing the quality of landscaping throughout Mountain House.
CEQA
The proposed action is not anticipated to result in a significant environmental impact under the California Environmental Quality Act (CEQA).
ACTION FOLLOWING CITY COUNCIL APPROVAL
Upon City Council approval, the City Manager will execute Amendment No. 1 to Agreement A-2526-08 with Gachina Landscape Management, Inc., and staff will administer the agreement as amended.
ATTACHMENTS
Attachment A – Proposed Resolution
Exhibit 1 – Amendment No. 1 to Agreement A-2526-08
Item 7.4
Mountain House Page 27 of 618
ATTACHMENT A
RESOLUTION NO. 2026-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO AGREEMENT A-2526-08 WITH GACHINA LANDSCAPE MANAGEMENT, INC. FOR NORTH-SOUTH ARTERIALS LANDSCAPE MAINTENANCE, INCREASING THE NOT-TO-EXCEED AMOUNT TO $4,226,453.42
WHEREAS, on July 1, 2025, the City of Mountain House entered into Agreement A-2526-08 with Gachina Landscape Management, Inc. in the amount of $4,144,035.71 for North-South Arterials Landscape Maintenance; and
WHEREAS, on August 1, 2026, the City assumed maintenance responsibility for the additional landscaped area along S. De Anza Boulevard from Mustang Boulevard to W. Grant Line Road; and WHEREAS, Gachina Landscape Management, Inc. has provided pricing and a scope of work to add maintenance of this area to the existing North-South Arterials Landscape Maintenance agreement; and
WHEREAS, Amendment No. 1 increases the not-to-exceed amount of Agreement A-2526-08 by $82,417.71, from $4,144,035.71 to $4,226,453.42; and
WHEREAS, funding for services anticipated in Fiscal Year 2026/27 is available in the O&M account designated for landscaping along City roads, with funding for services in future fiscal years subject to appropriation through the City's annual budget process; and
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE DOES HEREBY:
1. Authorize the City Manager to execute Amendment No. 1 to Agreement A2526-08 with Gachina Landscape Management, Inc., attached hereto as Exhibit 1, increasing the not-to-exceed amount by $82,417.71, for a revised total not-to-exceed amount of $4,226,453.42; and
2. Authorize the City Manager, or designee, to take all appropriate and necessary actions to carry out the purpose and intent of this Resolution.
PASSED AND ADOPTED by the City Council of the City of Mountain House this 14th day of October, 2026, by the following vote:
Item 7.4
Mountain House Page 28 of 618 A-2526-08 First Amendment 1
FIRST AMENDMENT TO THE
CONSULTANT CONTRACT ID #A-2526-08
DATED JULY 1, 2025, BETWEEN
THE CITY OF MOUNTAIN HOUSE
AND GACHINA LANDSCAPE MANAGEMENT, INC.
This First Amendment (“Amendment”) to the Consultant Contract ID # A-2526-08 dated July 1, 2025 (“Agreement”), is made and entered into on _____________by and between the City of Mountain House (“City”) and Gachina Landscape Management, Inc. (“Consultant”) (together “Parties”) and is effective as of the commencement date of this Amendment.
RECITALS
WHEREAS, on July 1, 2025, the City and Consultant entered into the Agreement.
WHEREAS, Section 1.B of the Agreement provides Priority Documents, Section 3.1 provides Compensation, and Exhibit A (Section Exhibit C.1 of document) provides Scope of Work.
WHEREAS, the Parties wish to amend Section 1.B, 3.1 and Exhibit A on __________.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended, effective ___________, as follows:
1. B. “Consultant’s Proposal dated April 18, 2025 and August 5, 2026.”
3.1 “Compensation. City of Mountain House hereby agrees to pay Consultant a sum not to exceed four million, two hundred twenty-six thousand, four hundred fifty-three and forty-two cents, ($4,226,453.42) notwithstanding any contrary indications that may be contained in Consultant’s proposal for services to be performed and reimbursable costs incurred under this Agreement. 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 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.”
ATTACHMENT A
Item 7.4
Mountain House Page 29 of 618 A-2526-08 First Amendment 2
“Exhibit A (Section Exhibit C.1 of Document)
Attached: Added De Anza from Mustang Boulevard to Grant Line Road” Except as set forth above, every provision of the Agreement between the Parties shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed as of ________________.
CITY OF MOUNTAIN HOUSE GACHINA LANDSCAPE
STATE OF CALIFORNIA MANAGEMENT, INC.
By: ___ By: ___
Steven J. Pinkerton H. Jaclyn Ishimaru-Gachina
City Manager President
APPROVED AS TO FORM:
By: ___________________________
John Bakker
City Attorney
ATTACHMENT A
Item 7.4
Mountain House Page 30 of 618 Contract Change to Include S De Anza Blvd.
Date: August 5th, 2026
Contact: Derek Traya
City of Mountain House
Mountain House, CA
District: North - South Arterials District | Contract ID # A-2526-08 S De Anza Blvd. & W Grant Line Rd
Effective Date: August 1st, 2026
Service Rates
S De Anza Blvd Zone Fee Schedule
ATTACHMENT A
Item 7.4
Mountain House Page 31 of 618 TITLE: Resolution Authorizing Amendment No. 1 to Agreement A-2526-07 with Gachina Landscape Management, Inc. for Downtown & Government Buildings Landscape Maintenance
MEETING DATE: October 14, 2026
PREPARED BY: Christine Raposo, Program Manager
Derek Traya, Operations & Maintenance Superintendent
RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to:
1. Execute Amendment No. 1 to Agreement A-2526-07 with Gachina Landscape Management, Inc. for Downtown & Government Buildings Landscape Maintenance, increasing the not-to-exceed amount by $191,976.57, for a revised total not-to-exceed amount of $486,648.60.
2. Take all appropriate and necessary actions to carry out the purpose and intent of the resolution.
BACKGROUND
On July 1, 2025, the City entered into Agreement A-2526-07 with Gachina Landscape Management, Inc. in the amount of $294,672.03 for Downtown & Government Buildings Landscape Maintenance. The agreement extends through June 30, 2029.
Since award of the agreement, two new City facilities have been completed and transitioned to City maintenance. On July 22, 2026, the City assumed maintenance responsibility for the Dog Park located at E. Giotto Street and N. Providence Street. On September 1, 2026, the City assumed exterior maintenance responsibility for the Tennis Center located on S. Providence Street.
Gachina has provided pricing and scopes of work to add both facilities to the existing Downtown & Government Buildings Landscape Maintenance agreement.
DISCUSSION
Amendment No. 1 adds the Dog Park and Tennis Center to Gachina's existing scope of work and increases the contract amount by $191,976.57 for maintenance of these facilities through the remaining term of the agreement.
The additional scope includes landscape and exterior facility maintenance specific to each facility, including synthetic turf and site maintenance at the Dog Park and court, hardscape, landscaping, and exterior site maintenance at the Tennis Center.
Item 7.5
Mountain House Page 32 of 618 Approval of Amendment No. 1 will increase the total not-to-exceed amount of Agreement A-2526-07 from $294,672.03 to $486,648.60. The agreement remains in effect through June 30, 2029.
FISCAL IMPACT
Amendment No. 1 increases the agreement by $191,976.57, for a revised total not-to-exceed amount of $486,648.60. Funding for services anticipated in FY 2026/27 is available in the City Parks and Facilities landscaping account (203-1510-6250). Funding for services in future fiscal years will be subject to appropriation through the City's annual budget process.
There is no impact to the General Fund associated with the recommended action.
STRATEGIC PLAN
This action supports the City's Strategic Plan by maintaining City facilities, supporting the health of the City's urban forest, and enhancing the quality of landscaping throughout Mountain House.
CEQA
The proposed action is not anticipated to result in a significant environmental impact under the California Environmental Quality Act (CEQA).
ACTION FOLLOWING CITY COUNCIL APPROVAL
Upon City Council approval, the City Manager will execute Amendment No. 1 to Agreement A-2526-07 with Gachina Landscape Management, Inc., and staff will administer the agreement as amended.
ATTACHMENTS
Attachment A – Proposed Resolution
Exhibit 1 – Amendment No. 1 to Agreement A-2526-07
Item 7.5
Mountain House Page 33 of 618
ATTACHMENT A
RESOLUTION NO. 2026-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO AGREEMENT A-2526-07 WITH GACHINA LANDSCAPE MANAGEMENT, INC. FOR DOWNTOWN & GOVERNMENT BUILDINGS LANDSCAPE MAINTENANCE, INCREASING THE NOT-TO-EXCEED AMOUNT TO $486,648.60
WHEREAS, on July 1, 2025, the City of Mountain House entered into Agreement A-2526-07 with Gachina Landscape Management, Inc. in the amount of $294,672.03 for Downtown & Government Buildings Landscape Maintenance; and
WHEREAS, on July 22, 2026, the City assumed maintenance responsibility for the Dog Park located at E. Giotto Street and N. Providence Street; and WHEREAS, on September 1, 2026, the City assumed exterior maintenance responsibility for the Tennis Center located on S. Providence Street; and
WHEREAS, Gachina Landscape Management, Inc. has provided pricing and scopes of work to add the Dog Park and Tennis Center to the existing Downtown & Government Buildings Landscape Maintenance agreement; and
WHEREAS, Amendment No. 1 increases the not-to-exceed amount of Agreement A-2526-07 by $191,976.57, from $294,672.03 to $486,648.60; and
WHEREAS, funding for services anticipated in Fiscal Year 2026/27 is available in the City Parks and Facilities landscaping account, with funding for services in future fiscal years subject to appropriation through the City's annual budget process; and
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE DOES HEREBY:
1. Authorize the City Manager to execute Amendment No. 1 to Agreement A2526-07 with Gachina Landscape Management, Inc., attached hereto as Exhibit 1, increasing the not-to-exceed amount by $191,976.57, for a revised total not-to-exceed amount of $486,648.60; and
2. Authorize the City Manager, or designee, to take all appropriate and necessary actions to carry out the purpose and intent of this Resolution.
PASSED AND ADOPTED by the City Council of the City of Mountain House this 14th day of October, 2026, by the following vote:
Item 7.5
Mountain House Page 34 of 618 1 FIRST AMENDMENT TO THE
CONSULTANT CONTRACT ID #A-2526-07
DATED JULY 1, 2025, BETWEEN
THE CITY OF MOUNTAIN HOUSE
AND GACHINA LANDSCAPE MANAGEMENT, INC.
This First Amendment (“Amendment”) to the Consultant Contract ID # A-2526-07 dated July 1, 2025 (“Agreement”), is made and entered into on ___________________by and between the City of Mountain House (“City”) and Gachina Landscape Management, Inc. (“Consultant”) (together “Parties”) and is effective as of the commencement date of this Amendment.
RECITALS
WHEREAS, on July 1, 2025, the City and Consultant entered into the Agreement.
WHEREAS, Section 1.B of the Agreement provides Priority of Documents and Section
3.1 provides Compensation.
WHEREAS, the Parties wish to amend Section 1.B and 3.1 on __________________.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended, effective __________________, as follows:
1.B “ Consultant’s Proposal Dated April 18, 2025, Dog Park Pricing and Scope of Work dated July 17, 2026 and Tennis Facility Pricing and Scope of Work dated August 5, 2026.”
3.1 “Compensation. City of Mountain House hereby agrees to pay Consultant a sum not to exceed four hundred eighty-six thousand, six hundred forty-eight dollars and sixty cents, ($486,648.60) notwithstanding any contrary indications that may be contained in Consultant’s proposal for services to be performed and reimbursable costs incurred under this Agreement. 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 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.”
[Signatures on following page]
ATTACHMENT A
EXHIBIT 1
Item 7.5
Mountain House Page 35 of 618 2 Except as set forth above, every provision of the Agreement between the Parties shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed as of ________________.
CITY OF MOUNTAIN HOUSE GACHINA LANDSCAPE
STATE OF CALIFORNIA MANAGEMENT, INC.
By: ___ By: ___
Steven J. Pinkerton H. Jaclyn Ishimaru-Gachina
City Manager President
APPROVED AS TO FORM:
By: ____________________________
John Bakker
City Attorney
ATTACHMENT A
EXHIBIT 1
Item 7.5
Mountain House Page 36 of 618 Contract Change to Include Dog Parks
Date: July 17th, 2026
Contact: Derek Traya
City of Mountain House
Mountain House, CA
District: Downtown and Government Buildings District | Contract A-2526-07 E Giotto St and N. Providence ST
Effective Date: July 22nd, 2026
Service Rates
Dog Park Zone Fee Schedule
Ancillary Work Unit Pricing – New Items (Synthetic Turf Only)
ATTACHMENT A
EXHIBIT 1
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LANDSCAPE MAINTENANCE
EXHIBIT A-1 — DOG PARK DOWNTOWN AND GOVERNMENT BUILDINGS DISTRICT CONTRACT ID # A-2526-07 CITY OF MOUNTAIN HOUSE 1
CITY OF MOUNTAIN HOUSE
CITY LANDSCAPE MAINTENANCE SERVICES
DOWNTOWN AND GOVERNMENT BUILDINGS DISTRICT — CONTRACT ID # A-2526-07 EXHIBIT A-1 — SCOPE OF SERVICES, DOG PARK
SYNTHETIC TURF AND SITE MAINTENANCE REQUIREMENTS
All requirements and conditions identified in Section 3 – Landscape and Turf Maintenance Requirements and in the Downtown and Gov. Buildings Special Provisions (Exhibit B) of Contract ID # A-2526-07 apply to the Dog Park zone and shall be included in the base maintenance cost of this Exhibit A-1 unless otherwise specified as unit-priced work. Where this Exhibit imposes a higher level or more frequent maintenance requirement than the base contract, the higher or more frequent requirement shall apply.
A. GENERAL REQUIREMENTS
1. The Dog Park playing surface is K9Grass® Classic + synthetic turf by ForeverLawn® (the “Manufacturer”), a knitted, non-infilled synthetic grass with Flow-Through Backing designed specifically for pet use. All synthetic turf maintenance shall be performed in accordance with the Manufacturer’s published maintenance guidelines and in a manner that preserves the Manufacturer’s 15-year warranty. The Contractor shall keep all areas of the Dog Park in a neat, clean, sanitary, and well-maintained condition at all times. Animal feces, broken glass, sharp objects, or other materials detrimental to human or animal health shall be removed immediately upon discovery.
2. The following standards of the base contract apply in full to the Dog Park zone, in the order they appear in Section 3:
a. Trash receptacles and pet stations: Section 3, Part A.1 and A.2. The Contractor shall inspect trash receptacles and pet station receptacles as many times as needed during the week so that no receptacle is ever over 50% full or if offensive odors are present.
The Contractor shall provide, stock, and include the cost of all materials and labor to service and supply dog waste baggies and trash liners used in pet stations and trash receptacles.
b. Irrigation: Section 3, Part B – General Irrigation Maintenance Requirements (WeatherTRAK® ET Pro3 programming, inspections, repairs, and reporting) for all irrigated landscape areas within and surrounding the Dog Park. c. Drainage, fertilization, soil analysis, and Integrated Pest Control Management: Section 3, Parts C, D, E, and F.
d. Shrub beds and ground cover: Section 3, Part G – Shrub Bed Maintenance. e. Trees: Section 3, Part I – Tree Maintenance (including full and safety pruning specifications).
3. Damage to the synthetic turf, Flow-Through Backing, seams, engineered wood fiber areas, irrigation, or site amenities caused by the Contractor’s operations shall be repaired or replaced by the Contractor at no cost to the City using matching Manufacturer-approved products and methods.
B. SYNTHETIC TURF MAINTENANCE
1. PET WASTE REMOVAL AND SPOT TREATMENT
ATTACHMENT A
EXHIBIT 1
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LANDSCAPE MAINTENANCE
EXHIBIT A-1 — DOG PARK DOWNTOWN AND GOVERNMENT BUILDINGS DISTRICT CONTRACT ID # A-2526-07 CITY OF MOUNTAIN HOUSE 2
1. All dog waste shall be picked up and removed daily from all turf, engineered wood fiber, and hardscape areas.
2. Each location on the synthetic turf where solid waste is removed shall receive a same-day spot treatment with the approved enzyme cleaner (see B.2), applied per the product label.
3. Any dog waste removed from concrete or other hardscape shall trigger pressure washing of the affected concrete area as described in Section D of this Exhibit A-1.
2. ENZYME TREATMENT
1. The Contractor shall apply a full enzyme treatment to all synthetic turf areas two (2) times per week, on Monday and Friday, in accordance with the product label and the Manufacturer’s recommendations.
2. The enzyme product shall be the enzyme cleaner/deodorizer recommended by the Manufacturer (ForeverLawn) for K9Grass products, or an approved equivalent. Any proposed equivalent shall be submitted with product data and Safety Data Sheet (SDS) and approved in writing by the City Representative prior to use. Products shall be non-toxic and safe for pets and shall not void the Manufacturer’s warranty.
3. The Contractor shall supply all enzyme product, application equipment, and related materials necessary to meet the requirements of this Exhibit A-1. All costs for enzyme product and its application, including the twice-weekly treatments and the daily spot treatments, shall be borne by the Contractor and are included in the base maintenance cost.
Enzyme product shall not be invoiced to the City as a reimbursable material or at cost-plus markup under any provision of the base contract.
4. Additional enzyme treatments beyond the twice-weekly schedule may be directed by the City Contract Manager. The Contractor shall provide a unit price per additional application in the Cost Proposal (see Section G).
5. Enzyme applications shall include a rinse-down where required by the product label, with water applied only in quantities the Flow-Through Backing and site drainage can accept without runoff.
3. TURF SWEEPING AND GROOMING
1. The Contractor shall sweep and groom all synthetic turf a minimum of one (1) time per week using a power broom or turf sweeper with synthetic (non-metallic) bristles, consistent with the Manufacturer’s recommendations, to lift and stand the turf blades, remove loose debris, leaves, hair, and migrated engineered wood fiber, and maintain a uniform appearance.
2. Sweeping direction shall be alternated (cross-brushed) at least monthly to prevent blade matting in high-traffic areas and along travel paths.
3. Metal-tine rakes, wire brushes, and equipment or vehicles that could damage the turf face or backing are prohibited on the synthetic turf. No infill shall be added to the turf.
4. QUARTERLY DEEP CLEANING
1. On a quarterly basis (four times per contract year), the Contractor shall perform a deep cleaning of all synthetic turf areas using a turf extractor (hot water extraction or Manufacturer-approved equivalent extraction equipment) to remove embedded organic matter, bacteria, and odor from the turf and backing.
2. The quarterly deep cleaning shall include a full enzyme treatment and complete sweeping/grooming of the turf upon completion.
ATTACHMENT A
EXHIBIT 1
Item 7.5
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LANDSCAPE MAINTENANCE
EXHIBIT A-1 — DOG PARK DOWNTOWN AND GOVERNMENT BUILDINGS DISTRICT CONTRACT ID # A-2526-07 CITY OF MOUNTAIN HOUSE 3
3. The deep cleaning schedule shall be submitted to and approved by the City Contract Manager in advance. Additional deep cleanings may be directed by the City at the unit price provided in the Cost Proposal (see Section G).
5. TURF INSPECTION AND REPAIR
1. During routine maintenance the Contractor shall visually inspect turf seams, edges, transitions, and drainage performance. Loose seams, lifted edges, ponding, or damage shall be reported to the City Representative immediately upon discovery.
2. Repairs shall use Manufacturer-approved materials and turf adhesive seaming methods.
Repairs not resulting from Contractor negligence shall be proposed at the unit pricing in the Cost Proposal and approved by the City Representative prior to commencement.
C. ENGINEERED WOOD FIBER (EWF) AREAS
1. Engineered wood fiber surrounding the Dog Park shall be managed daily. Daily management shall include, at a minimum: blowing or removing migrated fiber off the synthetic turf and hardscape; raking fiber to a uniform, level surface; and filling holes, low spots, and displaced areas (including digging at fence lines, gates, and entries).
2. EWF areas shall be kept weed free at all times. Weeds shall be removed immediately upon discovery, including the root, by mechanical or chemical means in accordance with Section 3, Part F – Integrated Pest Control Management.
3. EWF shall be maintained at the depth specified by the City. Replenishment of EWF, when required, shall be proposed according to the unit pricing in the Cost Proposal (reference Exhibit C.2, Item 19 – Playground Fibar install, per cubic yard) and approved by the City Representative prior to installation.
D. HARDSCAPE AND CONCRETE
1. All designated hardscape shall be inspected and maintained weekly and kept “weed and trash free” in accordance with Section 3, Part F.3 – Weed Control of Paved Surfaces.
2. Pressure washing of concrete shall be performed on an as-needed basis. Pressure washing is required any time dog waste is removed from a concrete area; the affected area shall be pressure washed and treated the same day the waste is removed.
3. Pressure washing and operation of power equipment shall occur before 8:00 a.m. After 8:00 a.m., operation of power equipment is not allowed without prior consent from the District Representative, consistent with the Downtown and Gov. Buildings Special Provisions.
E. SITE AMENITIES
1. Tables, benches, and water fountains (including pet drinking fountains and bowls) shall be wiped down and cleaned weekly, and additionally as needed or as directed by the assigned City Contract Manager. All cleaning products used on site amenities, and any cleaning product used anywhere within the Dog Park zone, shall be non-toxic and dog friendly (pet safe). Product data and Safety Data Sheets (SDS) for all proposed cleaning products shall be submitted to and approved in writing by the City Representative prior to use. Harsh chemicals, bleach-based cleaners, and products bearing pet toxicity warnings are prohibited unless expressly approved in writing by the City Representative for a specific application.
ATTACHMENT A
EXHIBIT 1
Item 7.5
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LANDSCAPE MAINTENANCE
EXHIBIT A-1 — DOG PARK DOWNTOWN AND GOVERNMENT BUILDINGS DISTRICT CONTRACT ID # A-2526-07 CITY OF MOUNTAIN HOUSE 4
2. The Contractor shall inspect, service, and clean the exterior of trash receptacles and pet stations, and shall provide and stock all dog waste bags and trash bag liners as part of the base contract cost, per Section 3, Parts A.1 and A.2.
3. Litter, debris, discarded gum, graffiti, and remnants of spilled beverages shall be removed daily from walkways, patios, plazas, shrub beds, planters, turf, and EWF areas.
F. DOG PARK TASK SCHEDULE
All requirements and conditions identified above and in Section 3 apply to this schedule and shall be included in the base maintenance cost of this contract unless otherwise specified.
Daily Tasks:
1. Inspect all Dog Park turf, engineered wood fiber areas, hardscape, fencing, gates, and site amenities.
2. Pick up and remove all dog waste from turf, EWF, and hardscape areas; spot treat each affected turf location with the approved enzyme cleaner.
3. Pressure wash any concrete area from which dog waste was removed (before 8:00 a.m. or with District Representative consent).
4. Prior to 8:00 a.m., power blow all walkways and hardscape to remove debris, leaves, trash, and migrated wood fiber.
5. Blow or remove engineered wood fiber off the synthetic turf; rake EWF to a uniform level; fill holes and low spots.
6. Remove weeds from EWF areas immediately upon discovery (weed free at all times).
7. Remove litter and debris; inspect trash receptacles and pet stations and change liners and restock dog waste bags as needed (receptacles never over 50% full).
Twice-Weekly Tasks (Monday and Friday):
1. Apply a full enzyme treatment to all synthetic turf areas using the Manufacturerrecommended enzyme cleaner or approved equivalent, per product label.
Weekly Tasks:
1. Wipe down tables, benches, and water fountains (including pet drinking fountains and bowls) using approved dog-friendly cleaning products, and additionally as needed or as directed by the assigned City Contract Manager.
2. Sweep and groom all synthetic turf with a synthetic-bristle power broom or turf sweeper; remove all loosened debris.
3. Inspect turf seams, edges, and drainage; report deficiencies to the City Representative.
4. Inspect and maintain all hardscape weed and trash free.
5. Prune shrubs and ground cover on a rotating basis per the Special Provisions; hand water plants and trees in distress; remove and immediately replace dead plants per the base contract.
Monthly Tasks: • Full irrigation system inspection per Section 3, Part B; adjust, repair, or replace sprinkler heads and nozzles. • Alternate (cross-brush) turf sweeping direction to prevent blade matting.
ATTACHMENT A
EXHIBIT 1
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LANDSCAPE MAINTENANCE
EXHIBIT A-1 — DOG PARK DOWNTOWN AND GOVERNMENT BUILDINGS DISTRICT CONTRACT ID # A-2526-07 CITY OF MOUNTAIN HOUSE 5
• Before 8:00 a.m., pressure wash walkways, patios, and plazas to address soiled areas; pressure wash exteriors and interiors of trash receptacles and pet stations.
Quarterly Tasks: • Deep clean all synthetic turf with a turf extractor, followed by full enzyme treatment and grooming; schedule approved in advance by the City Contract Manager.
Tasks as Needed or as Directed: • Additional enzyme treatments as directed by the City Contract Manager (unit priced). • Additional extractor deep cleanings as directed by the City (unit priced). • EWF replenishment per unit pricing, approved in advance by the City Representative. • Ancillary labor for additional visits, trash removal, and cleaning after community and city events, per Exhibit C.2 unit priced labor.
G. COST PROPOSAL – DOG PARK
1. Base Maintenance Unit Rates (per Exhibit C.1 format).
Consistent with Exhibit C.1, the base monthly fee for the Dog Park zone shall be computed as measured area (sq. ft.) multiplied by the all-inclusive unit price per square foot. The unit prices below shall be used as unit cost when adding future areas of the same type. The Dog Park Combined Area unit price applies to the combined measured area of synthetic turf, concrete/hardscape, and engineered wood fiber, and shall include all routine services of this Exhibit A-1 for those surfaces: daily waste removal and spot treatment; twice-weekly (Monday and Friday) enzyme treatment; weekly turf sweeping/grooming; quarterly extractor deep cleaning; turf inspection; daily EWF management (blowing, raking, leveling, and hole filling, including redistribution and top-off of existing fiber) and weed-free maintenance; and all hardscape maintenance, including weed and trash free upkeep and all required pressure washing (including same-day pressure washing where dog waste is removed from concrete). Replenishment of EWF requiring new material shall be unit priced per Exhibit C.2, Item 19. The Shrub Bed rate is the existing contract rate per Exhibit C.1 and is not subject to re-pricing.
Item Service Area Description Unit Price / Sq Ft
1 Dog Park Combined Area (Synthetic Turf, Concrete/Hardscape, and Engineered Wood Fiber) – all-inclusive unit price per square foot
$
2 Shrub Bed – standard unit price per square foot (existing rate, Exhibit C.1) $ 0.0327
2. Dog Park Zone Fee Schedule.
Square footages to be verified per the Measurements provision of the Pricing Acknowledgement Form; the Proposer is responsible for making all measurements to determine the bid price.
Area Sq. Ft. Unit Price Monthly Fee Annual Fee
Dog Park Combined Area (Synthetic Turf,
Concrete/Hardscape, EWF)
38,109 $ $ $
Shrub Beds 4,927 $ 0.0327 $ $
DOG PARK ZONE TOTAL 43,036 $ $
ATTACHMENT A
EXHIBIT 1
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LANDSCAPE MAINTENANCE
EXHIBIT A-1 — DOG PARK DOWNTOWN AND GOVERNMENT BUILDINGS DISTRICT CONTRACT ID # A-2526-07 CITY OF MOUNTAIN HOUSE 6
3. Ancillary Work Unit Pricing – New Items (Synthetic Turf Only).
Unit prices shall include all labor, materials, and equipment. These items supplement, and do not replace, Exhibit C.2.
Item Description Per Unit Price
1 Additional full enzyme treatment of all Dog Park synthetic turf (Manufacturer-recommended enzyme or approved equivalent), beyond twice-weekly schedule
application $
2 Enzyme spot treatment, additional (beyond daily waste-removal spot treatment)
occurrence $
3 Additional synthetic turf deep cleaning with turf extractor, including enzyme treatment and grooming, beyond quarterly schedule occurrence $
4 Synthetic turf repair – K9Grass Classic + (Manufacturer-approved materials and adhesive seaming)
sf $
4. Existing Unit Pricing Applies.
All other ancillary and extra work in the Dog Park zone shall be performed at the existing unit prices set forth in Exhibit C.2 – Ancillary Work Unit Pricing of Contract ID # A-2526-07, including but not limited to:
Extra Work Labor Hourly Rates (Items 1–4); Pressure Wash Walkways, Walls and Structures (Item 13); and Playground Fibar – install (Item 19) for engineered wood fiber supply and installation. Exhibit C.2 unit prices are not subject to re-pricing under this Exhibit A-1 and remain subject only to the annual CPI adjustment provisions of the Pricing Acknowledgement Form. All extra work shall be proposed in writing, reflect the applicable unit pricing, and be approved by the City Representative prior to commencement of work.
ATTACHMENT A
EXHIBIT 1
Item 7.5
Mountain House Page 43 of 618 Contract Change to Include Tennis Facility
Date: August 5th, 2026
Contact: Derek Traya
City of Mountain House
Mountain House, CA
District: Downtown and Government Buildings District | Contract ID # A-2526-07 S. Providence St.
Effective Date: September 1st, 2026
Service Rates
Tennis Facility Zone Fee Schedule
Ancillary Work Unit Pricing New Items (Tennis Court Only) All unit prices include all labor, materials, and equipment. These items supplement, and do not replace, Exhibit C.2.
ATTACHMENT A
EXHIBIT 1
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LANDSCAPE MAINTENANCE
EXHIBIT A-2 — TENNIS FACILITY DOWNTOWN AND GOVERNMENT BUILDINGS DISTRICT CONTRACT ID # A-2526-07 1 CITY OF MOUNTAIN HOUSE
CITY OF MOUNTAIN HOUSE
CITY LANDSCAPE MAINTENANCE SERVICES
DOWNTOWN AND GOVERNMENT BUILDINGS DISTRICT — CONTRACT ID # A-2526-07
SCOPE OF SERVICES, TENNIS FACILITY
TENNIS COURT AND SITE MAINTENANCE REQUIREMENTS
All requirements and conditions identified in Section 3 – Landscape and Turf Maintenance Requirements and in the Downtown and Gov. Buildings Special Provisions (Exhibit B) of Contract ID # A-2526-07 apply to the Tennis Facility zone and shall be included in the base maintenance cost of this Exhibit A-2 unless otherwise specified as unit-priced work. Where this Exhibit imposes a higher level or more frequent maintenance requirement than the base contract, the higher or more frequent requirement shall apply.
A. GENERAL REQUIREMENTS
1. The Tennis Facility consists of outdoor tennis courts, surrounding hardscape and concrete, landscaping (shrub beds, ground cover, and trees), and site amenities. The Contractor shall maintain all areas of the Tennis Facility in a neat, clean, safe, and well-maintained condition at all times.
2. The building at the Tennis Facility is maintained under a separate janitorial contract. The Contractor’s scope under this Exhibit includes all exterior areas only: tennis courts, surrounding hardscape and concrete, building exterior perimeter walkways, patios, and plazas, landscaping, and site amenities. The Contractor shall not enter or be responsible for the building interior.
3. The following standards of the base contract apply in full to the Tennis Facility zone, in the order they appear in Section 3:
a. Trash receptacles: Section 3, Part A.1. The Contractor shall inspect trash receptacles as many times as needed during the week so that no receptacle is ever over 50% full or if offensive odors are present. The Contractor shall provide and include the cost of all materials and labor to service and supply trash liners. b. Irrigation: Section 3, Part B – General Irrigation Maintenance Requirements (WeatherTRAK® ET Pro3 programming, inspections, repairs, and reporting) for all irrigated landscape areas within and surrounding the Tennis Facility. c. Drainage, fertilization, soil analysis, and Integrated Pest Control Management: Section 3, Parts C, D, E, and F.
d. Shrub beds and ground cover: Section 3, Part G – Shrub Bed Maintenance. e. Trees: Section 3, Part I – Tree Maintenance (including full and safety pruning specifications).
4. Damage to the tennis courts, fencing, nets, posts, irrigation, or site amenities caused by the Contractor’s operations shall be repaired or replaced by the Contractor at no cost to the City.
B. TENNIS COURT MAINTENANCE
1. All tennis courts shall be swept or blown clear of debris, leaves, dirt, and standing water a minimum of two (2) times per week and additionally as needed or as directed by the City Contract Manager to maintain a clean, safe, and playable surface at all times.
2. All tennis court surfaces, net posts, and court lines shall be visually inspected during each maintenance visit. Surface defects, cracks, standing water, damaged net posts or nets, or
ATTACHMENT A
EXHIBIT 1
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LANDSCAPE MAINTENANCE
EXHIBIT A-2 — TENNIS FACILITY DOWNTOWN AND GOVERNMENT BUILDINGS DISTRICT CONTRACT ID # A-2526-07 2 CITY OF MOUNTAIN HOUSE
faded court lines shall be reported in writing to the City Representative immediately upon discovery.
3. Pressure washing of tennis courts shall be performed a minimum of once per month and additionally as needed or as directed by the City Contract Manager to remove dirt, algae, moss, and other buildup. Pressure washing shall occur before 8:00 a.m. or with prior consent from the District Representative, consistent with the Downtown and Gov. Buildings Special Provisions.
4. Weeds growing in cracks, expansion joints, and perimeter edges of the tennis courts shall be removed immediately upon discovery by mechanical or chemical means in accordance with Section 3, Part F.3 – Weed Control of Paved Surfaces. Court surfaces shall be maintained weed free at all times.
5. Repair of tennis court surfaces (crack filling, resurfacing, court line repainting) is not included in the base maintenance cost and is outside the scope of this contract. The Contractor shall report any conditions requiring repair to the City Representative promptly so the City may arrange for repair under a separate contract.
C. HARDSCAPE AND CONCRETE
1. All designated hardscape, including building exterior perimeter walkways, patios, plazas, and surrounding concrete, shall be inspected and maintained weekly and kept “weed and trash free” in accordance with Section 3, Part F.3 – Weed Control of Paved Surfaces.
2. Prior to 8:00 a.m., power blow all walkways, patios, and plazas surrounding the building and courts to remove debris, leaves, and trash. After 8:00 a.m., operation of power equipment is not allowed without prior consent from the District Representative, consistent with the Downtown and Gov. Buildings Special Provisions.
3. Pressure washing of building exterior perimeter walkways, patios, and plazas shall be performed a minimum of once per month before 8:00 a.m. to address soiled areas, consistent with the Monthly Tasks of the Downtown and Gov. Buildings Special Provisions.
D. SITE AMENITIES
1. Site amenities including benches, water fountains, net posts, and nets shall be inspected during each maintenance visit and maintained in clean, safe, and serviceable condition.
2. Benches and water fountains shall be wiped down and cleaned weekly, and additionally as needed or as directed by the assigned City Contract Manager. All cleaning products shall be non-toxic and safe for public use. Product data and Safety Data Sheets (SDS) for all proposed cleaning products shall be submitted to and approved in writing by the City Representative prior to use.
3. Tennis nets shall be inspected weekly for tears, sagging, or damage. Net height shall be verified and adjusted as needed to maintain proper court specifications. Damaged nets shall be reported to the City Representative immediately.
4. Net posts shall be inspected weekly for structural integrity, rust, and damage. Any post that poses a safety risk shall be reported to the City Representative immediately upon discovery.
5. Remove litter, debris, discarded gum, graffiti, and remnants of spilled beverages from walkways, patios, plazas, court surfaces, and amenity areas daily.
6. Trash receptacles shall be inspected and serviced as many times per week as needed so that no receptacle exceeds 50% full. The Contractor shall provide and stock all trash bag liners as part of the base contract cost.
ATTACHMENT A
EXHIBIT 1
Item 7.5
Mountain House Page 46 of 618
LANDSCAPE MAINTENANCE
EXHIBIT A-2 — TENNIS FACILITY DOWNTOWN AND GOVERNMENT BUILDINGS DISTRICT CONTRACT ID # A-2526-07 3 CITY OF MOUNTAIN HOUSE
E. TENNIS FACILITY TASK SCHEDULE
All requirements and conditions identified above and in Section 3 apply to this schedule and shall be included in the base maintenance cost of this contract unless otherwise specified.
Daily Tasks:
1. Inspect all Tennis Facility courts, hardscape, fencing, site amenities, and landscaping.
2. Prior to 8:00 a.m., power blow all walkways, patios, and plazas surrounding the building and courts to remove debris, leaves, and trash.
3. Remove litter, debris, discarded gum, graffiti, and remnants of spilled beverages from all areas.
4. Inspect trash receptacles and change liners as needed (never over 50% full).
Twice-Weekly Tasks:
1. Sweep or blow all tennis courts clear of debris, leaves, dirt, and standing water.
Weekly Tasks:
1. Wipe down benches and water fountains using approved cleaning products, and additionally as needed or as directed by the assigned City Contract Manager.
2. Inspect and adjust tennis net heights; inspect nets and posts for damage; report deficiencies to the City Representative.
3. Inspect all hardscape and maintain weed and trash free.
4. Inspect tennis court surfaces, lines, and drainage; report deficiencies to the City Representative.
5. Prune shrubs and ground cover on a rotating basis per the Special Provisions; hand water plants and trees in distress; remove and immediately replace dead plants per the base contract.
Monthly Tasks: • Full irrigation system inspection per Section 3, Part B; adjust, repair, or replace sprinkler heads and nozzles. • Before 8:00 a.m., pressure wash building exterior perimeter walkways, patios, and plazas to address soiled areas. • Before 8:00 a.m., pressure wash tennis court surfaces to remove dirt, algae, moss, and buildup. • Before 8:00 a.m., pressure wash exteriors and interiors of trash receptacles.
Tasks as Needed or as Directed: • Additional pressure washing of courts, hardscape, or amenities as directed by the City Contract Manager (unit priced per Section F.3, Item 1). • Ancillary labor for additional visits, trash removal, and cleaning after community and city events, per Exhibit C.2 unit priced labor.
F. COST PROPOSAL – TENNIS FACILITY
ATTACHMENT A
EXHIBIT 1
Item 7.5
Mountain House Page 47 of 618
LANDSCAPE MAINTENANCE
EXHIBIT A-2 — TENNIS FACILITY DOWNTOWN AND GOVERNMENT BUILDINGS DISTRICT CONTRACT ID # A-2526-07 4 CITY OF MOUNTAIN HOUSE
1. Base Maintenance Unit Rates (per Exhibit C.1 format).
Consistent with Exhibit C.1, the base monthly fee for the Tennis Facility zone shall be computed as measured area (sq. ft.) multiplied by the all-inclusive unit price per square foot. The Tennis Facility Combined Area unit price applies to the combined measured area of tennis courts and surrounding concrete/hardscape (excluding shrub beds), and shall include all routine services of this Exhibit: twiceweekly court sweeping/blowing; monthly court pressure washing; weekly hardscape inspection and weed/trash free maintenance; daily blowing of perimeter walkways and plazas; monthly pressure washing of walkways, patios, and plazas; weekly amenity inspection and cleaning; and all trash receptacle servicing. The Shrub Bed rate is the existing contract rate per Exhibit C.1 and is not subject to re-pricing.
Item Service Area Description Unit Price / Sq Ft
1 Tennis Facility Combined Area (Tennis Courts and Surrounding Concrete/Hardscape) – all-inclusive unit price per square foot $
2 Shrub Bed – standard unit price per square foot (existing rate, Exhibit C.1) $ 0.0327
2. Tennis Facility Zone Fee Schedule.
Square footages to be verified by the Proposer; the Proposer is responsible for all measurements.
Area Sq. Ft. Unit Price Monthly Fee Annual Fee
Tennis Facility Combined Area (Tennis
Courts and Hardscape)
64,800 $ $ $
Shrub Beds 5,098 $ $ $
TENNIS FACILITY ZONE TOTAL 69,898 $ $
3. Ancillary Work Unit Pricing – New Items (Tennis Court Only).
Unit prices shall include all labor, materials, and equipment. These items supplement, and do not replace, Exhibit C.2.
Item Description Per Unit Price
1 Additional pressure washing of tennis courts beyond monthly schedule hr $ 2 Tennis net replacement (labor and materials) each $
4. Existing Unit Pricing Applies.
All other ancillary and extra work in the Tennis Facility zone shall be performed at the existing unit prices set forth in Exhibit C.2 – Ancillary Work Unit Pricing of Contract ID # A-2526-07, including but not limited to: Extra Work Labor Hourly Rates (Items 1–4) and Pressure Wash Walkways, Walls and Structures (Item 13). Exhibit C.2 unit prices are not subject to re-pricing under this Exhibit and remain subject only to the annual CPI adjustment provisions of the Pricing Acknowledgement Form. All extra work shall be proposed in writing, reflect the applicable unit pricing, and be approved by the City Representative prior to commencement of work.
ATTACHMENT A
EXHIBIT 1
Item 7.5
Mountain House Page 48 of 618 TITLE: A Resolution Supporting Proposition 1, The Veterans and Affordable Housing Bond Act of 2026
MEETING DATE: October 14, 2026
PREPARED BY: Matthew Gutierrez, Program Manager
RECOMMENDATION
Staff recommends that the City Council adopt a resolution supporting Proposition 1, the Veterans and Affordable Housing Bond Act of 2026, which would authorize $11.25 billion in state general obligation bonds to fund affordable housing, homeownership assistance, and veterans' housing programs if approved by voters at the November 3, 2026, statewide election.
BACKGROUND
On September 14, 2026, the League of California Cities (Cal Cities) notified member cities that its Board of Directors had taken positions on two statewide ballot measures, including support for Proposition 1, the Veterans and Affordable Housing Bond Act of 2026. Cal Cities encouraged member cities to consider adopting resolutions reflecting its positions and provided supporting materials. At the direction of the City Manager, and with the Mayor's concurrence, the measure has been placed on the October 14, 2026, City Council agenda for consideration.
State Housing Bond Financing
California has historically used general obligation bonds to help finance affordable housing development and homeownership assistance programs. General obligation bonds allow the State to borrow funds for eligible programs and repay the principal and interest over time. These funds are generally distributed through grants or low-interest loans to local governments, nonprofit organizations, and private developers for qualifying housing projects.
Proposition 1 would authorize $11.25 billion in state general obligation bonds for housing affordability programs. Of that amount, $10 billion would support various affordable housing and homeownership programs, with debt repayment funded through the State's General Fund. The remaining $1.25 billion would support the State's veterans' home-loan program, with participating veterans' loan payments used to repay the associated bonds.
The proposed bond measure would provide additional funding for existing state housing programs, including affordable rental housing, homeownership assistance, housing-related infrastructure, and veterans' housing programs.
Item 7.6
Mountain House Page 49 of 618
DISCUSSION
Overview of Proposition 1
Proposition 1, the Veterans and Affordable Housing Bond Act of 2026, is a legislatively proposed ballot measure that would authorize $11.25 billion in state general obligation bonds to fund affordable housing development, preservation and rehabilitation, homeownership assistance, and veterans' home loans.
The proposed funding would be distributed among the following major program categories:
Program Proposed Funding
Multifamily Housing Program $5.1 billion
Veterans' Farm and Home Purchase Program $1.25 billion
Housing Rehabilitation Loan Fund (supportive housing) $1.15 billion Portfolio Reinvestment Program $750 million
CalHome Program $600 million
Home Purchase Assistance Fund $500 million
Infill Infrastructure Grant Program $500 million
Joe Serna, Jr. Farmworker Housing Grant Fund $450 million Affordable student housing $350 million
Acquisition and rehabilitation of housing with new long-term affordability restrictions $200 million
Affordable Housing Innovation Fund $200 million
Tribal Housing Grant Program $200 million
Youth housing $150 million
Total $11.25 billion
According to the Legislative Analyst's Office (LAO), the proposed bond funding could provide subsidies for up to 40,000 multifamily rental units, approximately 2,500 farmworker housing units, and 1,200 student housing units. The funding could also assist up to 40,000 households, including approximately 2,100 veterans, with homeownership.
Considerations Regarding Proposition 1
Item 7.6
Mountain House Page 50 of 618 Supporters of Proposition 1 maintain that the measure would increase opportunities to develop and preserve affordable housing for working families, veterans, seniors, people with disabilities, and other qualifying households. They also emphasize its potential to expand homeownership assistance, support housing-related infrastructure, and provide additional financing for affordable housing projects that may otherwise face funding gaps.
The League of California Cities (Cal Cities) supports Proposition 1, citing the importance of continued state investment in affordable housing programs and infrastructure. Cal Cities maintains that the measure could provide additional resources for cities and regional housing partnerships and assist local jurisdictions in meeting their Regional Housing Needs Allocation (RHNA) obligations.
The measure would also create additional state debt obligations. According to the LAO, repayment of the $10 billion housing-program portion would cost the State General Fund approximately $500 million to $600 million annually for about 25 years. The $1.25 billion veterans' home-loan portion would be repaid through participating veterans' loan payments. These obligations represent a long-term state fiscal commitment and are discussed further in the Fiscal Impact section.
Potential Benefits to Mountain House
Proposition 1 could provide future funding opportunities for affordable housing development, eligible housing-related infrastructure, and homeownership assistance for qualifying households and veterans in Mountain House.
Given the City's limited existing affordable housing inventory, opportunities associated with preserving or rehabilitating existing affordable housing may be limited. However, programs supporting new affordable housing development, infrastructure improvements, and homeownership assistance could be relevant as the City continues to address its housing needs.
Any direct local benefit would depend on eligible projects, applicable program requirements, and successful funding applications. Proposition 1 does not guarantee a funding allocation to Mountain House or require the City to participate in any particular program.
FISCAL IMPACT
Mountain House Impact
Adoption of the proposed resolution would have no direct fiscal impact on the City and would not commit City funds. If approved by voters, Proposition 1 could provide future funding opportunities for eligible housing projects and assistance programs; however, no funding allocation to Mountain House is guaranteed. Any future City participation requiring expenditures, matching funds, or ongoing financial commitments would be evaluated separately and brought forward for approval, as appropriate.
Statewide Impact
Item 7.6
Mountain House Page 51 of 618 According to the Legislative Analyst's Office, repayment of the $10 billion housing-program bonds would cost the State General Fund approximately $500 million to $600 million annually for about 25 years. The $1.25 billion in veterans' home-loan bonds would be repaid through participating veterans' loan payments.
STRATEGIC PLAN
The proposed action relates to the City's strategic priorities concerning housing opportunities and longterm community sustainability. If approved by voters, Proposition 1 could provide funding resources for future eligible affordable housing projects and homeownership assistance programs in Mountain House.
CEQA
Adoption of a resolution supporting Proposition 1 is not a project under California Environmental Quality Act (CEQA) Guidelines Section 15378(b)(5), as it constitutes an organizational or administrative activity that would not result in direct or reasonably foreseeable indirect physical changes to the environment.
Accordingly, no environmental review is required.
ACTION FOLLOWING CITY COUNCIL APPROVAL
If the City Council adopts the proposed resolution, staff will transmit a copy to the League of California Cities at [email protected] and [email protected].
If Proposition 1 is approved by voters, staff will monitor relevant funding opportunities and evaluate potential City participation, as appropriate.
ATTACHMENTS
Attachment A – Resolution Supporting Proposition 1
Attachment B – Legislative Analyst's Office Analysis of Proposition 1 Attachment C – Proposition 1 Official Title and Summary Item 7.6
Mountain House Page 52 of 618
ATTACHMENT A
RESOLUTION NO. 2026-___
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE SUPPORTING PROPOSITION 1, THE VETERANS AND AFFORDABLE HOUSING BOND ACT OF 2026 WHEREAS, the League of California Cities (Cal Cities) and its member cities have advocated for state investments to increase the supply of affordable housing and support housing-related infrastructure; and
WHEREAS, Proposition 1, the Veterans and Affordable Housing Bond Act of 2026, will appear on the November 3, 2026, statewide ballot and, if approved by voters, would authorize the State of California to issue $11.25 billion in general obligation bonds to support affordable housing and homeownership programs; and
WHEREAS, Proposition 1 would allocate $10 billion to various affordable housing development, preservation, rehabilitation, infrastructure, and homeownership assistance programs, and $1.25 billion to the State's veterans' home-loan program; and
WHEREAS, the proposed funding could assist in advancing affordable housing projects, including projects that have received necessary approvals but require additional financing to proceed; and WHEREAS, Proposition 1 could expand affordable housing opportunities for working families and essential workers, including teachers, firefighters, and nurses, as well as seniors, people with disabilities, and other qualifying households; and
WHEREAS, the $1.25 billion designated for veterans' home loans would support homeownership opportunities for eligible veterans through the State's existing veterans' home-loan program; and WHEREAS, Proposition 1 would provide funding for housing programs serving low-income households, individuals experiencing or at risk of homelessness, former foster youth, farmworkers, students, and other qualifying populations; and
WHEREAS, Proposition 1 would authorize state borrowing without directly establishing a new tax, although repayment of the housing-program bonds would create long-term obligations for the State General Fund; and
WHEREAS, the measure includes provisions for fiscal accountability and public reporting concerning the use of bond proceeds; and
WHEREAS, Proposition 1 could provide future funding opportunities for eligible affordable housing projects, housing-related infrastructure, and homeownership assistance programs in the City of Mountain House, subject to applicable program requirements and funding availability; and WHEREAS, the City Council recognizes the importance of affordable housing opportunities and state funding resources that may assist communities in addressing their housing needs.
Item 7.6
Mountain House Page 53 of 618
ATTACHMENT A
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Mountain House hereby supports Proposition 1, the Veterans and Affordable Housing Bond Act of 2026, appearing on the November 3, 2026, statewide ballot.
BE IT FURTHER RESOLVED that the City Clerk is authorized to transmit a copy of this resolution to the League of California Cities and other appropriate parties.
PASSED AND ADOPTED by the City Council of the City of Mountain House at a regular meeting held on October 14, 2026, by the following vote:
Item 7.6
Mountain House Page 54 of 618 November 3, 2026 Ballot
LAOA
PROPOSITION 1
Authorizes Bonds for Housing Affordability Programs. Legislative Statute.
ANALYSIS OF MEASURE
BACKGROUND
Public Sector Funds Some Home Building. In most years, about 100,000 houses and apartments are built in California. Most of these housing units are built entirely with private dollars. Some, however, receive financial help from federal, state, or local governments. In the case of housing funded by the state, the state government generally provides local governments, nonprofit organizations, and private developers with grants or low-cost loans to fund a portion of the housing units' construction costs. Typically, housing built with these funds must be sold or rented to Californians with low incomes.
Bonds Are a Common Way for the State to Fund Home Building and Homeownership Programs. Over the past few decades, the state has used general obligation bonds to fund various housing programs. Bonds are a way the state borrows money to cover the up-front costs of a development and then repays the money plus interest over time. The last statewide general obligation bond for affordable housing was approved by voters in 2024, providing $2 billion to provide housing for veterans and other people with mental health or substance use challenges who are facing homelessness.
Home Loan Program/or Veterans. The state's veterans home loan program provides home loans to eligible veterans, including veterans who may not otherwise qualify for a home loan.
Under the program, the state sells general obligation bonds to investors and uses the funds to provide loans to veterans to purchase homes. Participating veterans repay the cost of the bonds through their payments on their home loan. The last statewide general obligation bond for veterans home loans was approved by voters in 2018, which provided $1 billion for the program.
ATTACHMENT B
Item 7.6
Mountain House Page 55 of 618
ATTACHMENT B
Item 7.6
Mountain House Page 56 of 618
ATTACHMENT B
Item 7.6
Mountain House Page 57 of 618
ATTACHMENT B
Item 7.6
Mountain House Page 58 of 618 PROP
1 AUTHORIZES BONDS FOR HOUSING AFFORDABILITY PROGRAMS.
LEGISLATIVE STATUTE.
SUMMARY
Put on the Ballot by the Legislature
Authorizes $11.25 billion in state general obligation bonds for housing affordability programs, including multifamily rental housing, mortgages for veterans, supportive housing, preservation of existing affordable housing, and downpayment assistance. Fiscal Impact: Increased state cost of $500 million to $600 million annually for about 25 years to repay the housing bond. Supporters: US Vets; CA Federation of Teachers; Self-Help for the Elderly; Habitat for Humanity CA; CA Alliance of Child & Family Services Opponents: None submitted
WHAT YOUR VOTE MEANS
YES A YES vote on this measure means: The state could borrow $11.25 billion to support veterans and affordable housing.
NO A NO vote on this measure means: The state could not borrow $11.25 billion to support veterans and affordable housing.
ARGUMENTS
PRO Prop. 1 builds affordable homes for veterans, seniors, people with disabilities, low- and middleincome working families, vulnerable Californians and essential workers—teachers, firefighters and nurses. Expands homeownership opportunities, fast-tracks affordable shovel-ready homes, helps those one crisis away from homelessness. Requires strict fiscal accountability and public oversight with no new taxes.
CON NO ARGUMENT AGAINST PROPOSITION 1 WAS SUBMITTED.
ATTACHMENT C
Item 7.6
Mountain House Page 59 of 618 TITLE: A Resolution Opposing Proposition 43, Limits Voter’s Ability to Raise Revenues for Local Government Services
MEETING DATE: October 14, 2026
PREPARED BY: Matthew Gutierrez, Program Manager
RECOMMENDATION
Staff recommends that the City Council adopt a resolution opposing Proposition 43, a proposed constitutional amendment appearing on the November 3, 2026 statewide ballot.
BACKGROUND
On September 14, 2026, the League of California Cities (Cal Cities) notified member cities that its Board of Directors had taken positions on two statewide ballot measures: support for Proposition 1, the Veterans and Affordable Housing Bond Act of 2026, and opposition to Proposition 43, Limits Voters' Ability to Raise Revenues for Local Government Services. Cal Cities encouraged member cities to consider adopting resolutions reflecting these positions and provided supporting materials. At the direction of the City Manager, and with the Mayor's concurrence, both measures have been placed on the October 14, 2026, City Council agenda for consideration.
Existing Local Tax Approval Requirements
California's Constitution establishes voter approval requirements for local taxes, primarily through Propositions 13 and 218. Proposition 13, approved in 1978, established limitations on property taxes and required two-thirds voter approval for special taxes imposed by local governments. Proposition 218, approved in 1996, further clarified the distinction between general taxes, which support general government services, and special taxes, which are dedicated to specific purposes.
Under current law, general taxes proposed by a local governing body generally require majority voter approval, while special taxes proposed by a local governing body require two-thirds voter approval.
However, court decisions have established that special taxes proposed through the citizen initiative process may be approved by a simple majority of voters.
As a result, the voter approval threshold for a local special tax currently depends on whether the measure is proposed by a local governing body or through the citizen initiative process.
DISCUSSION
Overview of Proposition 43
Item 7.7
Mountain House Page 60 of 618 Proposition 43 is a legislatively proposed constitutional amendment (ACA 22) that would change voter approval requirements for local special taxes. Beginning January 1, 2027, the measure would extend the existing two-thirds voter approval requirement for local government-sponsored special taxes to those proposed through the citizen initiative process, which may currently be approved by a simple majority.
The requirement would apply to new, increased, or extended special taxes.
The measure would also prohibit local governments and voters acting through the initiative process from imposing ad valorem taxes on real property except as otherwise authorized by the California Constitution.
An ad valorem tax is a tax based on the assessed value of property.
Proposition 43 would apply prospectively to voter-proposed measures approved after January 1, 2027. It would not repeal existing voter-approved special taxes or directly reduce existing local tax revenues.
Considerations Regarding Proposition 43
Supporters of Proposition 43 maintain that the measure would establish a consistent two-thirds voter approval requirement for local special taxes, regardless of whether they originate with elected governing bodies or citizen initiatives. They view the measure as reinforcing existing constitutional taxpayer protections.
Opponents, including Cal Cities, maintain that the measure would make it more difficult for communities to approve dedicated funding for local services and infrastructure. They argue that requiring two-thirds approval for citizen-initiated special taxes would limit the ability of local voters to establish funding sources for specific community priorities, even when those measures receive majority support.
According to the Legislative Analyst's Office, Proposition 43 could result in lower future local government tax revenues than would otherwise occur. The actual fiscal impact is unknown and would depend on future local ballot measures and voter decisions.
Considerations for Mountain House
For Mountain House, Proposition 43 could affect future options for funding municipal services and infrastructure. City Council-sponsored special taxes already require two-thirds voter approval, and the measure would not change that requirement. However, it would extend the same threshold to voterinitiated special taxes, potentially affecting future opportunities for residents to establish dedicated funding sources through the initiative process.
As the City continues to evaluate its long-term service and infrastructure needs, the measure could influence how future local revenue proposals are developed and considered by voters. The City has not identified a specific proposed revenue measure that would be affected by Proposition 43.
FISCAL IMPACT
Item 7.7
Mountain House Page 61 of 618 Adoption of the proposed resolution would have no direct fiscal impact on the City.
Proposition 43 would not reduce or eliminate existing City revenues. However, it could affect future revenue opportunities by requiring two-thirds voter approval for citizen-initiated special taxes that currently may pass with a simple majority. According to the Legislative Analyst's Office, local government revenues could be lower than they otherwise would be, although the actual fiscal impact is unknown and would depend on future local ballot measures and voter decisions.
The measure could also influence how future revenue proposals are structured, potentially favoring general taxes over special taxes dedicated to specific purposes. General taxes generally require majority voter approval but do not legally restrict revenues to a designated purpose.
STRATEGIC PLAN
The proposed action relates to the City's long-term fiscal sustainability and ability to provide essential municipal services. Proposition 43 could affect future local funding options by changing the voter approval requirements for citizen-initiated special taxes.
CEQA
Adoption of a resolution opposing Proposition 43 is not a project under California Environmental Quality Act (CEQA) Guidelines Section 15378(b)(5), as it constitutes an organizational or administrative activity that would not result in direct or reasonably foreseeable indirect physical changes to the environment.
Accordingly, no environmental review is required.
ACTION FOLLOWING CITY COUNCIL APPROVAL
If the City Council adopts the proposed resolution, staff will transmit a copy to the League of California Cities at [email protected] and [email protected].
ATTACHMENTS
Attachment A – Resolution Opposing Proposition 43
Attachment B – Legislative Analyst's Office Analysis of Proposition 43 Attachment C – Proposition 43 Official Title and Summary Item 7.7
Mountain House Page 62 of 618
ATTACHMENT A
RESOLUTION NO. 2026-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE OPPOSING PROPOSITION 43,
LIMITS VOTERS' ABILITY TO RAISE REVENUES FOR LOCAL GOVERNMENT SERVICES WHEREAS, communities throughout California have approved local ballot measures to provide funding for essential services, including fire protection and wildfire prevention, local roads, libraries, parks, housing, and homelessness services; and
WHEREAS, Proposition 43, appearing on the November 3, 2026, statewide ballot, proposes to amend the California Constitution by changing the voter approval requirements for local special taxes; and
WHEREAS, beginning January 1, 2027, Proposition 43 would require two-thirds voter approval for new, increased, or extended local special taxes proposed through the citizen initiative process, rather than the simple majority currently required; and WHEREAS, under Proposition 43, a local special tax proposed through the citizen initiative process could fail despite receiving majority voter support if it does not receive the required two-thirds approval; and
WHEREAS, if Proposition 43 had previously been in effect, California communities would not have been able to raise nearly $3 billion annually in revenue supporting firefighters and emergency response, childcare, homelessness services, street repairs, parks, and libraries; and WHEREAS, Proposition 43 would not reduce existing taxes but would change the approval requirements for future voter-initiated special taxes, potentially limiting future local revenue options; and
WHEREAS, Proposition 43 is opposed by a coalition that includes the League of California Cities, local government representatives, nurses, teachers and school employees, firefighters, and law enforcement representatives; and
WHEREAS, the City Council recognizes the importance of maintaining local funding options to address community priorities and long-term municipal service and infrastructure needs.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Mountain House hereby opposes Proposition 43, Limits Voters' Ability to Raise Revenues for Local Government Services, appearing on the November 3, 2026, statewide ballot.
BE IT FURTHER RESOLVED that the City Clerk is authorized to transmit a copy of this resolution to the League of California Cities and other appropriate parties.
PASSED AND ADOPTED by the City Council of the City of Mountain House at a regular meeting held on October 14, 2026, by the following vote:
Item 7.7
Mountain House Page 63 of 618
ATTACHMENT B
Item 7.7
Mountain House Page 64 of 618
ATTACHMENT B
Item 7.7
Mountain House Page 65 of 618 PROP
43 LIMITS VOTERS’ ABILITY TO RAISE REVENUES FOR LOCAL
GOVERNMENT SERVICES. LEGISLATIVE CONSTITUTIONAL AMENDMENT.
OFFICIAL TITLE AND SUMMARY
PREPARED BY THE ATTORNEY GENERAL
• Currently, local governments must obtain two-thirds voter approval to impose, extend, or increase special taxes (taxes dedicated to a specific purpose) that they place on the ballot.
However, this two-thirds vote requirement does not currently apply to special taxes put on ballot by voter signature gathering.
• This measure would limit voters’ ability to pass voter-proposed local special taxes by raising the percentage of votes needed to approve such ballot measures from a majority (over 50%) to two-thirds.
• Applies to voter-proposed ballot measures approved after January 1, 2027.
SUMMARY OF LEGISLATIVE ANALYST'S ESTIMATE OF NET STATE
AND LOCAL GOVERNMENT FISCAL IMPACT:
• Possibility that local government tax revenues will not go up as much in the future due to a higher vote threshold for certain taxes.
ATTACHMENT C
Item 7.7
Mountain House Page 66 of 618 TITLE: Resolution Authorizing Amendment No. 1 to Agreement A-2627-18 with Public Restroom Company for Prefabricated Restrooms at Neighborhood Parks MEETING DATE: October 14, 2026
PREPARED BY: Christine Raposo, Program Manager
Derek Traya, Operations & Maintenance Superintendent
RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to:
1. Execute Amendment No. 1 to Agreement A-2627-18 with Public Restroom Company to add a prefabricated restroom at Neighborhood J Park, increasing the not-to-exceed amount by $195,980.00, for a revised total not-to-exceed amount of $979,900.00; and
2. Take all appropriate and necessary actions to carry out the purpose and intent of the resolution.
BACKGROUND
In August 2025, the City Council directed staff to move forward with permanent restroom facilities at Wicklund, Bethany, Altamont, and Questa Neighborhood Parks using a traditional site-built design. On October 22, 2025, the City Council confirmed the preferred restroom locations for each park and authorized the filing of a Notice of Exemption under the California Environmental Quality Act (CEQA), allowing the project to proceed into design.
As the project advanced through design, staff identified an opportunity to achieve the same project objectives through a prefabricated restroom approach. On July 22, 2026, staff presented the alternative to the City Council, demonstrating that prefabricated restroom buildings could provide comparable architectural quality, functionality, and durability while reducing project costs and shortening the construction schedule. The City Council directed staff to proceed with the prefabricated restroom approach.
On August 12, 2026, the City Council approved the use of a cooperative purchase agreement through the Sourcewell cooperative purchasing program and authorized Agreement A-2627-18 with Public Restroom Company in an amount not to exceed $783,920.00 for prefabricated restrooms at Wicklund, Bethany, Altamont, and Questa Neighborhood Parks.
DISCUSSION
Following approval of Agreement A-2627-18, staff identified the opportunity to add a permanent restroom at Neighborhood J Park, which is currently under development. The development requirements Item 7.8
Mountain House Page 67 of 618 for Neighborhood J Park were established prior to the City Council's subsequent direction to provide permanent restroom facilities in neighborhood parks; therefore, a permanent restroom was not included as part of the developer's original park obligations.
Staff is coordinating with the developer to incorporate the restroom into the park while construction is underway. This collaborative approach will allow site preparation, utility improvements, and other related work to be coordinated with the ongoing park construction, minimizing duplicate work and avoiding improvements that would otherwise need to be removed or modified later.
Amendment No. 1 would increase the Agreement by $195,980.00 for the additional prefabricated restroom at Neighborhood J (“Lakeshore” development) Park. The proposal includes $173,980.00 for fabrication, delivery, and placement of the prefabricated building and $22,000.00 for installation. The amendment will increase the Agreement's total not-to-exceed amount from $783,920.00 to $979,900.00.
Coordinating the restroom installation with the ongoing park development will allow the facility to be available for public use when Neighborhood J Park opens in 2027.
FISCAL IMPACT
Sufficient funding is available within the FY 2026/27 Capital Improvement Program for the addition of a prefabricated restroom at Neighborhood J Park. The Neighborhood Park Restroom Facilities Project has a total budget of $3,000,000.
Amendment No. 1 will increase the Public Restroom Company Agreement by $195,980.00, from $783,920.00 to $979,900.00. The amendment will be funded from existing project appropriations and does not require an additional General Fund appropriation.
STRATEGIC PLAN
This action supports the City's Strategic Plan by enhancing neighborhood park amenities, providing equitable access to high-quality park facilities, protecting health and safety through clean and ADAaccessible public restrooms, and investing in durable, sustainable public infrastructure.
CEQA
Approval of Amendment No. 1 authorizes the procurement of an additional prefabricated restroom for Neighborhood J Park. Installation of the restroom will be subject to completion of the applicable environmental review under the California Environmental Quality Act (CEQA) prior to commencement of any physical work associated with the restroom installation.
Item 7.8
Mountain House Page 68 of 618
ACTION FOLLOWING CITY COUNCIL APPROVAL
Upon City Council approval, the City Manager will execute Amendment No. 1 to Agreement A-2627-18 with Public Restroom Company, and staff will administer the agreement as amended.
ATTACHMENTS
Attachment A – Proposed Resolution
Exhibit 1 – Amendment No. 1 to Agreement A-2627-18
Item 7.8
Mountain House Page 69 of 618
ATTACHMENT A
RESOLUTION NO. 2026-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO AGREEMENT A-2627-18 WITH PUBLIC RESTROOM COMPANY TO ADD A PREFABRICATED RESTROOM AT NEIGHBORHOOD J PARK, INCREASING THE NOTTO-EXCEED AMOUNT TO $979,900.00 WHEREAS, on August 12, 2026, the City Council approved the use of a cooperative purchase agreement through the Sourcewell cooperative purchasing program and authorized Agreement A-2627- 18 with Public Restroom Company in an amount not to exceed $783,920.00 for prefabricated restrooms at Wicklund, Bethany, Altamont, and Questa Neighborhood Parks; and WHEREAS, following approval of Agreement A-2627-18, staff identified the opportunity to add a permanent restroom at Neighborhood J Park, which is currently under development; and WHEREAS, the development requirements for Neighborhood J Park were established prior to the City Council's subsequent direction to provide permanent restroom facilities in neighborhood parks, and the City is coordinating with the developer to incorporate the restroom into the ongoing park development to minimize duplicate work and avoid improvements that would otherwise need to be removed or modified; and
WHEREAS, Public Restroom Company provided a proposal in the amount of $195,980.00 for an additional prefabricated restroom at Neighborhood J Park; and WHEREAS, Amendment No. 1 will increase the not-to-exceed amount of Agreement A-2627-18 by $195,980.00, from $783,920.00 to $979,900.00; and
WHEREAS, sufficient funding is available within the FY 2026/27 Neighborhood Park Restroom Facilities Project budget to fund Amendment No. 1, with no additional General Fund appropriation required; and
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE DOES HEREBY:
1. Authorize the City Manager to execute Amendment No. 1 to Agreement A2627-18 with Public Restroom Company, attached hereto as Exhibit 1, increasing the not-toexceed amount by $195,980.00, for a revised total not-to-exceed amount of $979,900.00; and
2. Authorize the City Manager, or designee, to take all appropriate and necessary actions to carry out the purpose and intent of this Resolution.
PASSED AND ADOPTED by the City Council of the City of Mountain House this 14th day of October, 2026, by the following vote:
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Mountain House Page 70 of 618 First Amendment A-2627-18 1
FIRST AMENDMENT TO THE
COOPERATIVE PURCHASE AGREEMENT ID #A-2627-18
DATED AUGUST 12, 2026, BETWEEN
THE CITY OF MOUNTAIN HOUSE
AND PUBLIC RESTROOM COMPANY
This First Amendment (“Amendment”) to the Cooperative Purchase Agreement ID # A-2627-18 dated August 12, 2026 (“Agreement”), is made and entered into on _______________ by and between the City of Mountain House (“City”) and Public Restroom Company (“Consultant”) (together “Parties”) and is effective as of the commencement date of this Amendment.
RECITALS
WHEREAS, on August 12, 2026, the City and Consultant entered into the Agreement.
WHEREAS, Section 4 of the Agreement provides Compensation and Exhibit C provides the Proposals.
WHEREAS, the Parties wish to amend Section 4 and Exhibit C on _________________.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended, effective ___________________, as follows:
4. “Compensation: City and Contractor do hereby enter into this Agreement for Prefabricated restrooms for Bethany, Wicklund, Altamont, Lakeshore (J) Neighborhoods available in the above-named Co-Op Agreement and associated documents incorporated herein as Exhibit A and referenced in the attached quote attached hereto as Exhibit C of this Agreement. Under no circumstances shall payment to the Contractor for the procurement of goods and services under this Agreement during its Term exceed $979,900.
Exhibit C:
Location Reference Number Price
Wicklund Park 13410/baseMOD-022-DF-BF $195,980
Bethany Park 13408/baseMOD-022-DF-BF $195,980
Altamont Park 13411/baseMOD-022-DF-BF $195,980
Questa Park 13409/baseMOD-022-DF-BF $195,980
Neighborhood J (Lakeshore)* 13265/baseMOD-022-DF-BF $195,980 *Adding the proposal to Exhibit C
[Signatures on following page]
ATTACHMENT A
EXHIBIT 1
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Except as set forth above, every provision of the Agreement between the Parties shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed as of __________________.
CITY OF MOUNTAIN HOUSE PUBLIC RESTROOM COMPANY
STATE OF CALIFORNIA
By: ___ By: ___
Steven J. Pinkerton, City Manager Catherine Sherin, COO APPROVE AS TO FORM:
By: ____________________________
John Bakker, City Attorney
ATTACHMENT A
EXHIBIT 1
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Price Proposal:
Date:
Reference:
Sourcewell:
Lakeshore Neighborhood J Park - Mountain House, CA
August 27, 2026
13265/ baseMOD-022-DF-BF
Contract # 052725-PRM
Our Offer to Sell:
1. Total Cost of Building Fabrication, Delivery, Offset and Installation $ 195,980
2. Prefabricated Restroom Building delivered to site and offset $ 173,980 Public Restroom Company (PRC) herein bids to furnish (building only per plans and specifications, delivered to site with all costs except installation including applicable taxes excluding retention. (Retention is not allowed as this is materials or a product fully assembled before shipment to the site and therefore not subject to retention.)
3. Installation: Turnkey Installation of the Building above $ 22,000 with retention allowed.
Public Restroom Company also includes in this two-part quotation our turnkey installation package for this building. Our national factory authorized installation team will:
a. Arrive onsite to confirm and verify the Owner/General Contractor provided scope of work in preparation for installation including access to the site. b. Verify the building pad size, building corners, finished slab elevation, utility depth and location, meter size and distance from building, and compaction compliance. c. Excavate the utility trenches for placement of our prefabricated underground piping tree for the buildings plumbing and electrical, set the plumbing tree in place, provide the water test for inspection before backfilling, and then place the adjacent coarse sand that Owner/Contractor provided alongside the building pad and screed it level for final building placement. PRC will need onsite water availability for wetting the sand bed before building placement to consolidate the pad.
d. Set the building on the site pad.
e. Connect the utility piping stub ups to the building piping stub down building points of connection for water, sewer, and electrical conduit to the building internal electrical panel.
4. Owner/General Contractor Final Tie in of Utilities and other site work:
a. The Owner/Contractor is responsible for making all final plumbing connections at the POC location approximately 4’-6’ outside of the building footprint. b. The Owner/Contractor is responsible for pulling wire and completing all final tie-ins to the electrical panel from the POC location approximately 4-6’ outside of the building footprint.
c. The Owner/Contractor is responsible for preparing the pad/foundation. PRC will trench through provided pad/foundation to the POC locations provided by the GC between 4’- 6’ outside of the building footprint.
ATTACHMENT A
EXHIBIT 1
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OWNER/GENERAL CONTRACTOR SCOPE OF WORK WITH/WITHOUT FOOTINGS:
Scope of Work Background:
Owner/General Contractor shall survey the site, establish survey for the building pad and prefabricated building slab elevation and front corners, excavate for building footings (if required), locate footing sleeves for electrical, waste, and water, pour the footings (if required), furnish sand base adjacent to subgrade pad, and provide location for utility POC’s nominally 4’-6’ outside the building’s subgrade.
Preparation of Building Pad:
Owner/General Contractor is responsible for providing the building subgrade pad or when required footings. Determination of subgrade type is outside of Public Restroom Company’s scope. Pad/Footing specifications are to be provided by the Owner/General Contractor based on site-specific requirements as determined by the Local Authority Having Jurisdiction (AHJ) and soil conditions. Final subgrade design must meet or exceed the minimum design criteria provided for reference by Public Restroom Company.
Subgrade Pad/Foundation Requirements:
1. Owner/General Contractor shall survey the building site and provide a finished slab elevation for the prefabricated building. The building pad size required is larger than the final actual building footprint. Provide building front corner stakes with 10’ offsets.
2. Excavate the existing site to the depth of the required footings to local code if required.
3. Furnish coarse concrete sand adjacent to subgrade pad so PRC can cut the utility trenches, install underground utilities, and screed sand.
4. If determined that under slab vapor barrier and or insulation is required, Owner/General Contractor shall provide materials and installation.
Owner/General Contractor verification of site access to allow Building Delivery:
1. You certify to PRC that suitable delivery access to the proposed building site is available. Suitable access is defined as 14’ minimum width, 16’ minimum height, and sufficient turning radius for a crane and 70’ tractor-trailer.
2. PRC cost is based upon the provided crane being able to get within 35’ of the building’s center and for the delivery truck to be no more than 35’ from the crane center picking point.
3. If the path to the building site traverses curbs, underground utilities, landscaping, sidewalks, or other obstacles that could be damaged, it is the Owner/General Contractor ‘s responsibility for repair and all costs, if damage occurs.
4. If trench plating is required, it shall be the cost responsibility of the Owner/General Contractor.
5. If unseen obstacles are present when site installation begins, it is the Owner/General Contractor responsibility to properly mark them and verbally notify PRC before installation.
6. If weather becomes an issue for safety or site installation delays due to weather, Owner/General Contractor or PRC with General Contractor’s confirmation may call-off set. If building set is stopped, relocation of the building modules to an onsite or offsite location may incur additional costs to Owner/General Contractor.
ATTACHMENT A
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Installation Notice and Site Availability:
PRC will provide sufficient notice of delivery of the prefabricated building. The Owner/General Contractor shall make the site available during the delivery period. During the delivery period, on an improved site, Owner should stop site watering several days before delivery to minimize the impact on the soils for the heavy equipment needed for installation.
Caution: If site is not ready for our field crew to perform their installation and if no notice of delay in readiness from Owner/General Contractor is received, PRC will provide a change order for remobilization daily until the site is ready for us. Ready means that the site pad is completed, the corner required survey stakes are in place, the slab elevation stakes are in place, the location of the front of the building is confirmed on site, and access to the site is available from an improved roadway.
Owner/General Contractor shall sign the change order before PRC will continue delivery.
Public Restroom Company will turnkey set the buildings including the hook up of utilities inside the building (only) when they are available. PRC will use its own factory trained staff for the installation.
Utility Connections:
1. PRC to complete all internal building plumbing connections and connections from the electrical panel to building’s fixtures. The Owner/ Contractor is responsible for making the final plumbing connections at the POC location approximately 4’-6’ outside of the building footprint.
2. The Owner/Contractor is responsible for pulling the wire and completing the final tie-in to the electrical panel from the POC location approximately 4’-6’ outside of the building footprint.
3. The Owner/Contractor is responsible for commissioning the building once final utility connections are made. This includes flushing & testing all water service lines before final startup.
Special Conditions, Permits, and Inspection Fees:
Follow any published specifications governing local building procedures for applicable building permit fees, health department fees, all inspection fees, site concrete testing fees, and compaction tests, if required by Owner. PRC is responsible for all required State inspections and final State insignia certification of the building, if applicable.
Jurisdiction for Off-site Work:
Jurisdiction, for permitting and inspection of this building shall be either the State agency who manages prefabricated building compliance in the state or the local CBO (when the State does not provide certification.) If the responsibility for building inspection is the local CBO, PRC will provide a certified plan set, calculations, and a factory inspection report from an approved third party for all closed work the local official cannot see.
PUBLIC RESTROOM COMPANY SCOPE OF WORK:
Our In Plant/Off-Site Construction Scheduling System:
PRC has several off-site manufacturing centers in the United States, strategically located, with the proper equipment and trained staff to fabricate our custom buildings to our high-quality fit and finish
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standards. PRC manages quality control in our off-site production facility to comply with the approved drawings and provides an inspection certification and photos as required. When PRC proprietary designed and fabricated material are part of the project, PRC supplies the manufacturing centers with these proprietary components. The in-plant construction process is then scheduled to coordinate with your delivery date through our operations division field staff.
Special Payment and Progress Billing Terms:
Invoicing shall commence on or up to the end of the month following execution of the order and/or acceptance of the proposal or contract. The initial invoice shall be issued upon commencement of design and engineering activities, including architectural plan development. Upon commencement of fabrication, progress invoices shall be issued monthly based on factory percentage of completion, supported by factory inspections and photographic documentation.
1. Payment Terms
All invoices issued by Public Restroom Company are due Net Thirty (30) calendar days from the invoice date unless otherwise expressly agreed to in writing.
2. Condition Precedent to Production and Delivery
PRC’s obligation to continue fabrication, release materials, schedule delivery, or deliver the modular building is expressly conditioned upon timely payment of all undisputed invoices in accordance with the agreed payment terms.
3. Production Suspension for Non-Payment
In the event any undisputed invoice remains unpaid beyond the Net 30 payment term, PRC reserves the right, upon written notice, to suspend production, fabrication, procurement, and scheduling activities until payment is brought current. Any suspension caused by late payment shall result in a corresponding extension of schedule, and PRC shall not be responsible for delays or impacts arising from such suspension.
4. Delivery Contingent Upon Payment
PRC shall not be required to release the modular building for shipment until all invoices related to fabrication, materials, engineering, and manufacturing have been paid in full. Invoices associated solely with on-site installation services may remain outstanding until such services are performed.
5. Costs of Suspension and Restart
Any costs incurred by PRC because of payment-related suspension, demobilization, remobilization, storage, or rescheduling shall be the responsibility of the Owner/General Contractor and may be invoiced accordingly.
6. No Waiver
Acceptance of late or partial payment shall not constitute a waiver of PRC’s right to enforce these payment terms on current or future invoices.
PRC reserves the right to require payment assurances, including advance payment or modified billing terms, if payment performance becomes unsatisfactory.
Specification Confirmation and Change Policy:
The Public Restroom Company’s pricing and schedule are based on the specifications, drawings, and performance criteria reviewed and approved at the time of contract execution. Once final specifications
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EXHIBIT 1
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are confirmed and approved by the Owner or General Contractor, they are considered frozen for fabrication and procurement purposes. Any modification to materials, finishes, fixtures, equipment, or performance standards requested after contract execution including revisions to approved submittals, specification sections, or performance requirements shall constitute a Change in Scope.
Such changes will require a written Change Order and may result in adjustments to contract price, lead time, and delivery schedule.
The Public Restroom Company will not proceed with any change to approved specifications without written authorization from the contracting agency. Any delay in providing written authorization shall extend the delivery schedule accordingly.
Revisions to City/Owner Specifications Post-Contract:
If, after award, the Owner or its representatives issue revised specification sections, alternates, or addenda that alter PRC’s approved design, the cost of compliance shall be borne by the Owner through an approved Change Order.
PRC shall have no obligation to incorporate such revisions unless mutually agreed in writing.
Delivery and Installation:
Site Inspection:
Our highly trained field crew, upon site arrival, will verify the required dimensions of the building pad and the corner locations/elevation. PRC will also verify the delivery path from an accessible road or street and install the underground utilities to the point of connection nominally 4’-6’ from the exterior of the building.
Installation of Utilities under the Prefabricated Building:
Off-site, PRC fabricates underground utilities (water, and DWV piping and fittings) preassembled plumbing and electrical tree. Our site staff will set the underground tree into code depth excavated trenches, and our staff will install the coarse concrete sand to bed the piping per our submitted drawing.
PRC provides all the building’s under slab piping including the driven electrical ground rod. The Owner/General Contractor brings utility services to between 4’-6’ outside of the building footprint and are responsible for final connections at that point.
Connection of Utilities Post Building Placement:
After placement of the building on the pad by PRC, our field staff will tie in the water and sewer connection “inside” the building only and terminate at a point of connection (POC) outside the building clearly marked for each utility service. The Owner/General Contractor is responsible for final utility point of service connections at the nominal 4’-6’ from building locations.
Electrical:
PRC provides the electrical conduit to the POC 4’-6’ from the building. The Owner/General Contractor pulls the wire and ties it off on the electrical panel.
ATTACHMENT A
EXHIBIT 1
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Plumbing:
PRC provides the POC between 4’- 6’ from the building footprint and the Owner/General Contractor connects the water to our stub out location.
Sewer:
Some sites depending on the local jurisdiction will require an outside house trap which Owner/General Contractor shall install if needed. PRC will provide you with a sewer point of connection including a clean out to which Owner/General Contractor will terminate the site sewer service.
Testing of Water, Sewer, and Electrical in Plant and Final Site Utility Connection:
Before the building leaves the manufacturing center, PRC certifies a pressure water piping test, DWV, and the electrical connections for compliance with code. While the building is fully tested for leaks at the plant before shipment, road vibration may loosen some plumbing slip fittings and require tightening once the building services (water) is completed. Owner/General Contractor is responsible for minor fitting tightening to handle small slip fitting leaks caused by transportation.
Time of Completion:
Public Restroom Company (“PRC”) anticipates that its scope of work will be completed within approximately ten (6) months (120 working days) from execution of the contract, if submittals, regulatory reviews, site readiness, and Owner/Contractor decisions proceed without undue delay.
The anticipated project sequence and milestone durations are further described in Exhibit D – Executive Project Roadmap.
This duration includes engineering coordination, fabrication, inspections, and delivery of the modular building. Any delays caused by changes in scope, delayed submittal reviews, regulatory agency approvals, site conditions, utility readiness, or other factors beyond PRC’s control shall entitle PRC to a corresponding extension of time.
Project Schedule:
Within fourteen (14) calendar days of execution of the contract, Public Restroom Company (“PRC”) shall provide a detailed project milestone schedule identifying key activities and anticipated durations for review and coordination. The milestone schedule shall be used as a planning and coordination tool and shall be subject to adjustment based on regulatory approvals, site readiness, Owner/Contractor coordination, and other factors beyond PRC’s control.
The following exclusions and clarifications are project-specific applications of, and are in addition to, the exclusions set forth in Exhibit B – PRC Standard Exclusions. Nothing herein shall be construed to limit, waive, or modify any exclusion contained in Exhibit B. In the event of any inconsistency, Exhibit B shall govern.
ATTACHMENT A
EXHIBIT 1
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Exclusions/Exceptions:
1. Site Access & Delivery Constraints.
Access issues for delivery of the building requiring a clear, unobstructed path of travel from an improved roadway to the final installation pad or foundation are excluded from PRC’s scope. Limitations including, but not limited to, trees, inaccessible roadways, overhead power lines within crane swing or lift zones, grade changes limiting trailer clearance (minimum 4"), berms, uneven grades, sidewalks, or other site improvements are not within PRC’s scope. Where buildings cannot be immediately set due to access or site readiness, offsite storage or relocation to a crane yard and subsequent re-delivery shall be by Change Order at prevailing local rates.
2. Weather-Related Delivery Impacts.
Weather-related site conditions that prevent safe delivery or installation may require diversion to an off-site location. All associated costs and schedule impacts shall be borne by the Owner/General Contractor and handled by Change Order. Weather risk decisions made by others are not PRC’s responsibility.
3. Sidewalks and Hardscape.
Sidewalks, flatwork, or hardscape outside the building footprint are excluded.
4. Trench Plates and Ground Protection.
Trench plates, matting, or other protection for soils, sidewalks, utilities, or improvements are by Owner/General Contractor. Any damage to site improvements during installation is the responsibility of Owner/General Contractor.
5. Spoils and Debris Removal.
Removal or disposal of soil, sand, spoils, or debris resulting from trenching or site installation is excluded.
6. Survey and Pad Construction.
Surveying, layout, building corner verification, finish floor elevation, excavation, and construction of subgrade building pads or footings (if required) per PRC plans are excluded.
7. Soils and Bearing Capacity.
Soils not capable of supporting a minimum bearing capacity of 1,500 PSF at 90% maximum dry density must be corrected by Owner/General Contractor prior to placement. In the absence of a geotechnical report, Owner/General Contractor shall verify soil capacity or provide an engineered foundation system.
8. Water Pressure & Flow Conditions.
Improper water pressure (not within 45-60 PSI), undersized meters, or insufficient flow requiring internal diaphragm tanks or pressure regulation shall be handled by Change Order.
Water service chlorination post-installation is by Owner/General Contractor.
9. Crane Radius Assumptions.
Crane pricing is based on a maximum 35-foot radius measured from crane center pin to the furthest module roof center point. Increased radius requiring larger equipment shall be by Change Order.
10. Permits, Bonds, and Inspections.
Bonds, building permits, site surveys, special inspections, final utility connections, and minor debris removal are excluded and by Owner/General Contractor. Plumbing leaks occurring due to unavailable site water at installation are excluded.
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EXHIBIT 1
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11. Traffic Control.
Site traffic control, flagging, or roadway coordination is excluded.
12. Work by Others.
Any equipment installation, site work, testing, or inspections not expressly included in PRC’s proposal are excluded.
13. Backflow Certification.
Backflow testing and certification, if required, are excluded.
14. Fire Suppression Systems.
Fire suppression systems of any type are excluded.
15. Electrical Utility Equipment.
Transformers, disconnects, service equipment, and utility-side electrical infrastructure are excluded.
16. Vapor Barriers and Insulation.
Under-slab vapor barriers and insulation, if required, are by Owner/General Contractor.
17. Gutters and Downspouts.
Gutters and downspouts, if required, are excluded unless expressly included.
18. Christy Boxes and Below-Grade Enclosures.
Christy boxes, pull boxes, and below-grade electrical or plumbing enclosures are excluded.
PRC utility connections terminate at points of connection within six (6) feet of the building, above finished grade, per approved shop drawings.
19. Licensed Plumber Requirements.
If a jurisdiction requires a licensed plumber to perform any portion of PRC’s scope, such services are excluded. Any licensed plumbing services shall be provided by Owner/General Contractor and added only by written, mutually executed Change Order.
Standard Scope Inclusions & Exclusions
This proposal is expressly conditioned upon and incorporates by reference the following exhibits, which are attached hereto and made part of this proposal:
Exhibit A – PRC Standard Inclusions
Exhibit B – PRC Standard Exclusions
The Standard Inclusions define the work, materials, services, and responsibilities provided by Public Restroom Company (“PRC”).
The Standard Bid Exclusions identify work, materials, services, permits, fees, and responsibilities expressly excluded from PRC’s scope unless specifically included in writing within this proposal or an approved change order.
In the event of any conflict between this proposal, drawings, specifications, or other contract documents, Exhibits A and B shall govern.
Insurance and Prevailing Wage Certification:
PRC shall comply with the required insurance requirements, wage reports, and safety requirements for the project, including OSHA regulations.
ATTACHMENT A
EXHIBIT 1
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Special Insurance to Protect the Building Before Acceptance:
As PRC requires payment for each month of off-site construction, and since the building is not on owner property where their insurance will cover the building, PRC maintains a special policy that insures the property even when paid for off-site until the building is finally accepted by the owner. This special policy protects the Owner’s custom ordered materials to be used in the fabrication of the building during this period. PRC provides insurance to cover the building materials from supplier to manufacturer, while it is being built off-site, while in transit to the job site, during and after it is installed on-site until final acceptance. This special policy has a $1,000,000 coverage limit per modular unit. This exceeds the cost of any single building offered for sale herein.
Errors and Omissions Insurance:
Our firm utilizes the services of licensed architects, engineers, and drafting professionals to provide design of our buildings. Since these buildings are required to meet accessibility standards and building codes on site, and since PRC is the designer, PRC carries Errors and Omissions Insurance (E & O) to protect our clients from any errors. The policy covers a limit of up to $2,000,000 per occurrence and is more clearly explained in the insurance certificates provided after receipt of a purchase order.
WARRANTY:
All work performed by PUBLIC RESTROOM COMPANY (called “Company”) shall be warranted to the Owner to be of good quality, free of faults and defects in material, workmanship, and title for 5 years from last date of installation if building is installed by Company or 1 year if building is installed by Owner or Owner’s agent without on-site supervision by Company. Company warranty on building shell including exterior walls, concrete 8” slab/foundation, and roof system is warranted for 20 years structurally. The Company will repair or replace at their sole option any defects in work upon proper notice to the below stated address below.
Owner/General Contractor selected parts and materials that are not PRC approved will not be covered under PRC’s 5-year component warranty. These selections will be covered only by any available manufacturer warranty.
Our Company extended warranties shall be Company only and shall have no effect on any required Performance, Payment, or Warranty Bonds where Surety shall assume no liability to the Company, the Owner, or any third parties should the Company fail for any reason to deliver acceptable maintenance warranties beyond the one-year period. The warranty extension is solely between the owner and PRC and not the general contractor, bonding company, or architect/engineer of record.
This warranty applies only if all work performed by Company has been fully paid for, including change orders if applicable. Company has no responsibility for any neglect, abuse, or improper handling of building product.
The warranties expressed herein are exclusive, and are in lieu of all other warranties expressed or implied, including those of merchantability and fitness.
There are no warranties which extend beyond those described on the face of this Warranty. The foregoing shall constitute the full liability of the Company and be the sole remedy to the Owner.
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Term of Offer and Acceptance:
This proposal shall remain valid for acceptance for a period of ninety (90) calendar days from the date of issuance, or, if submitted as part of a public bid, for the duration specified in the Owner’s bid documents. Acceptance of this proposal shall occur only upon written authorization to proceed, including approval of PRC’s post-bid preliminary notice to begin drawings, and shall remain subject to final Owner/General Contractor approval of PRC’s submittals and receipt of a fully executed contract or purchase order expressly incorporating this proposal.
PRC shall have no obligation to commence work or reserve production capacity until such acceptance conditions have been satisfied.
Price Validity:
Pricing is valid for twelve (12) months from the date of contract execution. If fabrication does not commence within that period due to delays outside the manufacturer’s control, the contract price shall be adjusted to reflect current labor, material, and freight costs.
Special Notice of Possible Project Cost Increases as a Result of Late Payments:
In the event of delayed or late payment, PRC shall have the right to remedies including late charges, overall project total cost increases, and other damages as allowed by applicable law. The contract price quoted herein is a discounted price based upon our receipt of progress payments as invoiced on the agreed billing schedule of PRC. In the event of non-payment, PRC will provide a 5 day written notice to cure and if payment is still not received, the payment due may increase, to an undetermined amount, to cover work stoppage, remobilization, cancellation of materials and subsequent restocking charges, resale of the contracted building to another party, storage fees, additional crane fees, travel and per diem costs for field crews, and any other cost applicable to the project, as allowed by law. Interest if applicable to non-payment will be assessed at the maximum amount allowed by law or 18% whichever is greater.
Storage Fees:
Upon completion of fabrication, Public Restroom Company must receive a confirmed delivery and installation date scheduled to occur within ninety (90) calendar days of the fabrication completion date.
If delivery and installation are scheduled to occur more than ninety (90) days after fabrication completion, storage fees shall apply beginning on the ninety-first (91st) day. Storage fees shall be assessed at a rate of Five Hundred Dollars ($500.00) per module per thirty (30) days, prorated daily at Sixteen Dollars and Sixty-Seven Cents ($16.67) per module per day, until delivery occurs.
Storage fees shall apply regardless of cause, including but not limited to site readiness, permitting delays, weather, or scheduling constraints beyond PRC’s control.
Project Abandonment:
If delivery is delayed more than one year after building completion due solely to Owner/Client action or inaction, PRC may, upon written notice, deem the building abandoned unless a mutually acceptable delivery schedule is confirmed.
ATTACHMENT A
EXHIBIT 1
Item 7.8
Mountain House Page 82 of 618 Lakeshore Neighborhood J Park - Mountain House, CA| 08/27/2026| Reference # 13265 / baseMOD-022-DF-BF 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 11 of 16
In the event of abandonment, PRC may reallocate or resell the building to mitigate damages. Any resale shall not relieve Owner/Client of financial obligations incurred under the Agreement.
Termination:
Upon Termination for any reason, Owner/General Contractor shall be liable for the cost of all work performed up to the date of termination. Additionally, Owner/General Contractor shall pay for off-site demolition and disposal of the partially or fully fabricated building as well as any non-returnable materials which were custom ordered to complete fabrication in PRC’s factory location. Any returned materials are subject to return and restocking fees at the Owner/General Contractor expense.
Venue for Contract Jurisdiction:
Public Restroom Company requires all contracts accepted by our firm to hold that the venue for legal jurisdiction for this contract offer and acceptance shall be Douglas County, Nevada. In the event of your default, PRC shall be entitled to the full amount due including reasonable attorney fees, costs, storage, expenses of physical recovery, and statutory interest, as allowed by law.
No modifications to this offer shall be authorized unless confirmed in writing by the President of Public Restroom Company.
Offered by: Public Restroom Company by _________________________________ Charles E. Kaufman IV, President
This proposal constitutes a conditional acceptance of the preliminary purchase order for the building, subject to the review and acceptance of the submittals furnished by Public Restroom Company. Upon written acceptance of the preliminary submittals, this proposal, together with the accepted submittals, shall constitute the final and binding purchase agreement between the parties. At the Owner’s or General Contractor’s discretion, a final purchase order or formal contract may be substituted, provided such document expressly incorporates this proposal and its terms without modification.
Accepted by:
_______________________________ _______________________________ Authorized Signature Date Signed
_______________________________ _______________________________ Printed Name Legal Entity Name and Address
ATTACHMENT A
EXHIBIT 1
Item 7.8
Mountain House Page 83 of 618 Lakeshore Neighborhood J Park - Mountain House, CA| 08/27/2026| Reference # 13265 / baseMOD-022-DF-BF 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 12 of 16
Exhibit A – PRC Standard Inclusions
The following inclusions define the standard scope provided by Public Restroom Company (“PRC”) for factory-built modular restroom and concession buildings. These inclusions apply unless otherwise modified in PRC’s written proposal.
1. MODULAR BUILDING FABRICATION (FACTORY SCOPE)
PRC includes the full off-site fabrication of the modular building(s), including:
1.1 Structural building shell, roof system, wall assemblies, and floor system
1.2 Interior finishes, partitions, doors, frames, and hardware
1.3 Factory-installed plumbing, electrical, mechanical, and ventilation systems
1.4 Factory installation of all PRC-supplied fixtures and restroom accessories
1.5 Factory-applied coatings, sealants, water barriers, and graffiti-resistant finishes per PRC standards
1.6 Quality control inspections required by state modular programs
1.7 Modular insignia and state approval labeling (HCD or equivalent)
2. SUBMITTALS & DOCUMENTATION
PRC includes preparation and submission of:
2.1 Modular building shop drawings and factory plans required for modular approval
2.2 Standard product data sheets, fixture cut sheets, and finish schedules
2.3 Color selection sheets (PRC standard colors unless otherwise stated)
2.4 Warranty documentation for PRC-provided materials and equipment
2.5 As-built modular drawings upon completion of fabrication (only if required) PRC’s submittals apply only to factory-built components.
3. MEP SYSTEMS (FACTORY INSTALLATION)
PRC includes:
3.1 Complete factory plumbing installation within building footprint
3.2 Electrical wiring, panels, breakers, devices, and exterior/interior lighting
3.3 HVAC equipment or ventilation systems as specified and installed in factory
3.4 Water heater, mixing valves, flush valves, and other PRC-supplied fixtures
3.5 Conduit stub-outs at designated exit points for site connection
3.6 Factory pressure testing and system quality checks
4. BUILDING DELIVERY
PRC includes:
4.1 Transportation of modular building from factory to project site
4.2 Standard delivery scheduling and coordination
4.3 On-truck inspection prior to offloading
4.4 Escort or oversize permitting within PRC’s typical operating region Special transportation requirements may be handled by change order.
ATTACHMENT A
EXHIBIT 1
Item 7.8
Mountain House Page 84 of 618 Lakeshore Neighborhood J Park - Mountain House, CA| 08/27/2026| Reference # 13265 / baseMOD-022-DF-BF 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 13 of 16
5. BUILDING SET & INSTALLATION (LIMITED SCOPE)
PRC includes limited on-site services necessary to set the modular unit(s):
5.1 On-site PRC supervisor or set crew to guide building placement
5.2 Bolting/anchoring the building to the GC-provided foundation or pad
5.3 Connection of factory building systems to GC-provided utility stub-outs within 4-6 feet of building perimeter
5.4 On-site finish touch-ups immediately surrounding crane-set activities
5.5 Leveling, alignment, and final adjustment of building sections (if applicable) Crane and rigging services are included only if specifically stated in the proposal.
6. CLEANING & CLOSEOUT
PRC includes:
6.1 Factory-quality interior and exterior cleaning prior to shipment
6.2 Basic on-site cleaning after installation directly related to PRC work
6.3 Delivery of O&M manuals for PRC-installed equipment
6.4 Punchlist completion for PRC scope only
7. WARRANTY
PRC includes:
7.1 PRC standard limited warranty for modular building structure and components
7.2 Manufacturer warranties for PRC-supplied fixtures and equipment
7.3 Warranty start date consistent with substantial completion of PRC’s scope or delivery/set, as contractually defined
Warranty does not cover damages caused by others, vandalism, misuse, or site utility issues.
8. PROJECT SUPPORT & COORDINATION
PRC includes:
8.1 Participation in virtual coordination meetings as needed
8.2 Reasonable clarifications to the design team regarding PRC scope
8.3 Attendance at on-site set day activities
8.4 Coordination with GC on foundation, utilities, and delivery readiness (informational)
9. CODE & REGULATORY COMPLIANCE (FACTORY SCOPE)
PRC includes:
9.1 Compliance with state modular building code (e.g., HCD in California)
9.2 Factory inspections required by the modular program
9.3 ADA compliance within the modular building (PRC-provided components)
9.4 Compliance with health department requirements only if specified and included in proposal
ATTACHMENT A
EXHIBIT 1
Item 7.8
Mountain House Page 85 of 618 Lakeshore Neighborhood J Park - Mountain House, CA| 08/27/2026| Reference # 13265 / baseMOD-022-DF-BF 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 14 of 16
Exhibit B – PRC Standard Exclusions
The following exclusions apply to Public Restroom Company's (PRC) bid proposal unless specifically included in writing. These exclusions ensure clarity of scope and align responsibilities consistent with modular manufacturing practices and state modular building regulations.
1. SITE WORK & CIVIL EXCLUSIONS
PRC’s bid excludes all site-related work, including but not limited to:
1.1 Excavation, grading, trenching, shoring, dewatering, or compaction
1.2 Concrete foundations, slabs, piers, pedestals, anchor bolts, reinforcing steel
1.3 Utility trenching, conduits, underground piping, or utility relocations
1.4 Backfill, base rock, soil stabilization, or remediation
1.5 Asphalt paving, sidewalks, hardscape, curb & gutter, or landscaping
1.6 Erosion control, dust control, and SWPPP implementation
1.7 Site access improvements, temporary roads, mats, or surface protection
2. UTILITIES & SITE CONNECTIONS
PRC excludes:
2.1 Installation, modification, or extension of sewer, water, electrical, gas, storm drain, or communication utilities beyond 5 feet of the building connection point
2.2 Utility verification, investigation, video inspection, or leak testing
2.3 Procurement or payment of plumbing, mechanical, or electrical permits (unless specifically included)
2.4 Cathodic protection or grounding grid systems outside PRC’s building footprint
3. ENVIRONMENTAL, HEALTH & SAFETY REQUIREMENTS
PRC excludes:
3.1 Environmental monitoring, biological monitoring, or cultural resource survey
3.2 Hazmat testing, abatement, removal, or soil remediation
3.3 Archaeological watching services or Native American monitoring
3.4 Noise, vibration, air quality, or geotechnical testing
3.5 Spill prevention planning (SPCC), stormwater reports, or environmental compliance documentation
4. TESTING, COMMISSIONING & FIELD SERVICES
PRC excludes:
4.1 Testing, Adjusting, and Balancing (TAB)
4.2 Commissioning, functional performance testing, or third-party certifications
4.3 Building automation system integration, controls programming, or networking
4.4 On-site start-up of HVAC, electrical, lighting controls, or plumbing systems beyond factory testing
4.5 Pressure testing of site-installed utilities
4.6 Owner training, maintenance videos, or extended O&M services
ATTACHMENT A
EXHIBIT 1
Item 7.8
Mountain House Page 86 of 618 Lakeshore Neighborhood J Park - Mountain House, CA| 08/27/2026| Reference # 13265 / baseMOD-022-DF-BF 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 15 of 16
5. SPECIAL INSPECTIONS, PERMITS & FEES
PRC excludes:
5.1 Local building permits for on-site work.
5.2 Plan check fees, impact fees, utility connection fees, school fees, traffic fees
5.3 Special inspections outside the factory approval process (e.g., concrete, masonry, welding, soils)
6. GENERAL CONDITIONS & JOBSITE RESPONSIBILITIES
PRC excludes:
6.1 On-site project management, superintendent, or daily attendance
6.2 Temporary power, water, toilets, fencing, lighting, storage, staging, security, and waste disposal
6.3 Jobsite safety enforcement or OSHA compliance for work by others
6.4 Scheduling of other subcontractors or coordination of site trades
6.5 Protection of building before the site is ready for delivery and set
6.6 Traffic control, flagging, or road closure permits
7. MATERIAL & FIXTURE EXCLUSIONS
PRC excludes:
7.1 Owner-furnished or GC-furnished items not listed in PRC’s proposal
7.2 Substituted products or alternates not pre-approved
7.3 Additional coatings, graffiti systems, or finishes beyond PRC standard
7.4 Any changes to fixtures or accessories after contract execution without a written change order
8. DESIGN, ENGINEERING & DOCUMENTATION
PRC excludes:
8.1 Civil, structural (for site structures), mechanical, electrical, or landscape engineering of site-built work
8.2 Architectural design beyond factory modular drawings
8.3 3D modeling, BIM coordination, or clash detection
8.4 Foundation design, grading plans, or drainage studies
8.5 Submittals related to non-PRC scope (site utilities, foundations, etc.)
9. DELIVERY & INSTALLATION LIMITATIONS
PRC excludes:
9.1 Crane, rigging, and hoisting unless specifically noted in the proposal
9.2 Transportation permits outside PRC’s standard delivery
9.3 Offloading delays caused by site readiness, weather, or access restrictions
9.4 Storage or laydown area preparation
9.5 Set crew standby charges unless explicitly included
ATTACHMENT A
EXHIBIT 1
Item 7.8
Mountain House Page 87 of 618 Lakeshore Neighborhood J Park - Mountain House, CA| 08/27/2026| Reference # 13265 / baseMOD-022-DF-BF 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 16 of 16
10. WARRANTY & POST-INSTALLATION SERVICES
PRC excludes:
10.1 Warranty extensions or owner-specified warranty formats
10.2 On-site warranty repair trips caused by site utility issues, vandalism, misuse, or environmental exposure
10.3 Consumables such as lamps, filters, batteries, soap, or paper goods
11. REGULATORY & CODE COMPLIANCE LIMITATIONS
PRC excludes:
11.1 Local jurisdiction plan review of site-built components
11.2 Adult Changing Station provisions unless explicitly included
11.3 Permitting or inspection of work outside PRC’s building footprint
11.4 Local licensed plumber or electrician unless specifically contracted
11.5 Christy boxes, junction boxes, pull boxes, meter pedestals, or site-based electrical gear
12. CHANGE MANAGEMENT
All changes to the specifications, drawings, or materials requested after contract execution shall be handled through a written, approved Change Order and may affect cost and schedule.
ATTACHMENT A
EXHIBIT 1
Item 7.8
Mountain House Page 88 of 618 www.PublicRestroomCompany.com
PROJECT REF#: XXXXX-XX/X/XXXX-X
2587 BUSINESS PARKWAY
MINDEN NEVADA 89423
P: 888-888-2060 F: 888-888-1448
RESTROOM BUILDING
PS-022-DF-BF
CITY , STATE
ARTIST IMPRESSION: 3D RENDERING ONLY FOR REPRESENTATION. COLORS AND MATERIALS ARE SUBJECT TO CHANGE COPYRIGHT 2022, PUBLIC RESTROOM COMPANY THIS MATERIAL IS THE EXCLUSIVE PROPERTY OF PUBLIC RESTROOM
COMPANY AND SHALL NOT BE REPRODUCED, USED OR DISCLOSED TO OTHERS EXCEPT AS AUTHORIZED BY THE WRITTEN PERMISSION OF PUBLIC RESTROOM COMPANY.
FLOOR PLAN
SCALE: NOT TO SCALE
ATTACHMENT A
EXHIBIT 1
Item 7.8
Mountain House Page 89 of 618 20'-8" (ROOF OVERALL) 8" 19'-4" (BUILDING OVERALL) 8"
10'-0" (ROOF OVERALL)
8'-8" (BUILDING OVERALL) 7'-4" 4'-8" 7'-4" ACC. RR-2 MECH. ROOMELEC. PANEL 8" 8" ACC. RR-1 DRINKING FOUNTAIN w/ BOTTLE FILLER C.M.U. SPLIT FACE C.M.U. PRECISION T.O. SLAB 0'-0" T.O. WALL 7'-4" 12'-4" LAP SIDING 4 12 DRINKING FOUNTAIN w/ BOTTLE FILLER T.O. SLAB 0'-0" T.O. WALL 7'-4" C.M.U. 12'-4" SPLIT FACE 1A1 FLOOR PLAN SCALE: 3/16"=1'0" A-1 2A-1 ELEVATION 1 SCALE:3/16"=1'-0" ELEVATION 2 SCALE:3/16"=1'-0" PROJECT #: MAX. PERSON / HOUR: REVISION # 90SHEET# START DATE: DRAWN BY: REVISION DATE: DRAWN BY: C O P Y R I G H T 2 0 2 2 P U B L I C R E S T R O O M C O M P A N Y T H I S MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: S PROJECT REF#: XXXXX-XX/XX/XXXX-X RESTROOM BUILDING PS-022-DF-BF CITY , STATE
ATTACHMENT A
EXHIBIT
1 Item 7.8
Mountain House Page 90 of 618
EXHIBIT D - EXECUTIVE PROJECT ROADMAP
Understanding the Journey from Contract to Delivery
Typical Project Duration: Approximately 10 Months to Factory Complete Every PRC building is custom designed, engineered, manufactured, and delivered specifically for the project. The roadmap below illustrates the typical sequence and planning durations through Factory Complete status.
Sequential Project Roadmap
Contract Executed Factory Complete
★
Project Phase Duration Schedule Visualization
1. Project Audit & Kickoff 1-2 Weeks 1-2 wks
2. Design & Customer Submittals 4-6 Weeks 4-6 wks
3. Construction Drawings 2-4 Weeks 2-4 wks
4. Engineering Review 4-6 Weeks 4-6 wks
5. State Review & Approval 4-8 Weeks 4-8 wks
6. Manufacturing & Fabrication 12-18 Weeks 12-18 wks
PRC activity Third-party / agency review ★ Major milestone Key Milestones
Contract
Executed → ApprovedSubmittals → EngineeredPlans → StateApproved → FactoryComplete → Delivered &Installed Major Schedule Drivers
Customer review durations • Engineering review durations • Regulatory approvals • Manufacturing queue • Site readiness activities Public Restroom Company www.PublicRestroomCompany.com Page 1 Typical Project Duration: Approximately 6 Months to Factory Complete 1-2 Weeks 1-2 wks
2-4 Weeks 2-4 wks
2-4 Weeks 2-4 wks
2-3 Weeks 2-3 wks
2-3 Weeks 2-3 wks
6-8 Weeks 6-8 wks
Customer review durations · Design approval timing · Engineering review durations · Regulatory approval durations · Manufacturing queue · Site readiness activities Typical Project Duration: Approximately 6 Months to Factory Complete
ATTACHMENT A
EXHIBIT 1
Item 7.8
Mountain House Page 91 of 618
EXHIBIT D - EXECUTIVE PROJECT ROADMAP
Understanding the Journey from Contract to Delivery
Shared Project Responsibilities
PRC Responsibilities Customer Responsibilities
• Project Audit • Site Permitting
• Design Development • Utility Coordination
• Construction Drawings • Foundation Construction
• Engineering Coordination • Site Preparation
• Manufacturing • Delivery Access
• Delivery Planning • Final Utility Connections
Successful projects occur when site work progresses concurrently with building design, engineering, and manufacturing activities.
Customer Response Expectations
Activity Recommended Response
Design Reviews 5 Business Days
Material Selections 5 Business Days
Submittal Approvals 5 Business Days
RFI Responses 5 Business Days
Delivery Coordination 3 Business Days
To maintain schedule continuity, PRC recommends that review comments be consolidated into a single response whenever possible.
Public Restroom Company www.PublicRestroomCompany.com Page 2
ATTACHMENT A
EXHIBIT 1
Item 7.8
Mountain House Page 92 of 618
EXHIBIT D - EXECUTIVE PROJECT ROADMAP
Understanding the Journey from Contract to Delivery
Understanding Factory Complete and Final Delivery
FACTORY COMPLETE
✓ Manufacturing Complete
✓ Quality Control Complete
✓ Final Inspection Complete
✓ Ready for Shipment
DELIVERED & INSTALLED
✓ Transported
✓ Crane Placement
✓ Installation Activities Complete
✓ Ready for Final Utility Connections
Delivery Scheduling Occurs Upon Confirmation Of:
Foundation completion • Utility readiness • Site accessibility • Required permits • Installation resource availability • Transportation logistics
Delivery Readiness Checklist
■ Foundation Complete
■ Utilities Installed
■ Site Accessible
■ Crane Access Verified
■ Required Permits Obtained
■ Site Contractor Ready
■ Delivery Date Coordinated
Why Delivery Dates May Vary
• Site readiness
• Utility completion
• Foundation completion
• Installation scheduling
• Crane availability
• Transportation logistics
• Weather conditions
Important Project Note
PRC's typical project duration is approximately ten (10) months from contract execution to Factory Complete status. Actual delivery and installation dates are dependent upon site readiness, utility completion, installation scheduling, transportation logistics, weather conditions, and other project-specific factors.
Public Restroom Company www.PublicRestroomCompany.com Page 3 Important Project Note
PRC's typical project duration is approximately six (6) months from contract execution to Factory Complete status. Actual delivery and installation dates are dependent upon site readiness, utility completion, installation scheduling, transportation logistics, weather conditions, and other project-specific factors.
ATTACHMENT A
EXHIBIT 1
Item 7.8
Mountain House Page 93 of 618 TITLE: Resolution Authorizing Amendment No. 2 to Agreement A-2425-06 with St.
Francis Electric, LLC for Traffic Signal, Street Light, Facility Lighting, Flashing Beacon, and Speed Radar Maintenance Services
MEETING DATE: October 14, 2026
PREPARED BY: Christine Raposo, Program Manager
Derek Traya, Operations & Maintenance Superintendent
RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to:
1. Execute Amendment No. 2 to Agreement A-2425-06 with St. Francis Electric, LLC for Traffic Signal, Street Light, Facility Lighting, Flashing Beacon, and Speed Radar Maintenance Services, increasing the not-to-exceed amount by $255,294.53, for a revised total not-to-exceed amount of $872,303.08; and
2. Take all appropriate and necessary actions to carry out the purpose and intent of the resolution.
BACKGROUND
On June 12, 2024, the Mountain House Community Services District Board authorized the General Manager to execute Agreement A-2425-06 with St. Francis Electric, LLC for Traffic Signal, Street Light, Facility Lighting, Flashing Beacon, and Speed Radar Maintenance Services in an amount not to exceed $283,718.66. The agreement commenced on July 1, 2024, and extends through June 30, 2027, with the option of two additional two-year extensions at the City's discretion.
On March 12, 2025, the City Council authorized Amendment No. 1 to increase the agreement by $333,289.89, for a revised not-to-exceed amount of $617,008.55. The additional funding was intended to support ancillary and as-needed repairs, including work resulting from vehicle collisions, vandalism, storm damage, equipment failures, and other unforeseen events.
St. Francis Electric, LLC continues to provide routine preventative maintenance and as-needed repair services under the agreement.
DISCUSSION
The proposed Amendment No. 2 will increase the Agreement's not-to-exceed amount by $255,294.53 to provide additional funding for anticipated and unanticipated traffic signal and street light maintenance, repair, and emergency work.
Item 7.9
Mountain House Page 94 of 618 The additional funding will support work including, but not limited to:
1. Emergency traffic signal pole repair or replacement when insurance proceeds do not fully compensate the City;
2. Applicable Consumer Price Index (CPI) increases;
3. Replacement of TESCO battery backup systems at multiple traffic signals currently in need of replacement; and
4. Additional traffic signal and street light maintenance and repair work, including vehicle detection cameras, traffic cameras, Underground Service Alert (USA) requests, and other unanticipated work.
Approval of Amendment No. 2 will allow the City to continue scheduled traffic signal and street light maintenance and perform necessary emergency work, electrical repairs, and USA requests on an asneeded basis. The amendment will increase the Agreement's total not-to-exceed amount from $617,008.55 to $872,303.08. The Agreement remains in effect through June 30, 2027.
FISCAL IMPACT
Amendment No. 2 will increase the Agreement's not-to-exceed amount by $255,294.53, from $617,008.55 to $872,303.08.
Funding for services anticipated in FY 2026/27 is available within existing appropriations. The City will utilize $103,126.00 from the Pedestrian and Safety Improvements CIP account (602-5000-7425) for emergency work, Underground Service Alert (USA) requests, and battery backup systems. An additional $152,168.53 is available in the Operations & Maintenance accounts designated for street light and signal maintenance (311-1510-6210, 203-1510-6205, and 203-1510-6225) for traffic signal and street light maintenance and repair work.
There is no impact to the General Fund associated with the recommended action.
STRATEGIC PLAN
This action supports the City’s Strategic Plan by improving visibility and safety along arterial roadways, supporting fiscal sustainability, and improving transportation and mobility.
CEQA
Item 7.9
Mountain House Page 95 of 618 The proposed action is not a project subject to the California Environmental Quality Act (CEQA) because it involves funding for routine maintenance and repair services and does not authorize construction or physical changes to the environment.
ACTION FOLLOWING CITY COUNCIL APPROVAL
Upon City Council approval, the City Manager will execute Amendment No. 2 to Agreement A-2425-06 with St. Francis Electric, LLC, and staff will administer the agreement as amended.
ATTACHMENTS
Attachment A – Proposed Resolution
Exhibit 1 – Amendment No. 2 to Agreement A-2425-06
Item 7.9
Mountain House Page 96 of 618
ATTACHMENT A
RESOLUTION NO. 2026-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO AGREEMENT A-2425-06 WITH ST. FRANCIS ELECTRIC,
LLC FOR TRAFFIC SIGNAL, STREET LIGHT, FACILITY LIGHTING, FLASHING BEACON, AND SPEED RADAR MAINTENANCE SERVICES, INCREASING THE NOT-TO-EXCEED AMOUNT TO $872,303.08 WHEREAS, on June 12, 2024, the Mountain House Community Services District Board authorized the General Manager to execute Agreement A-2425-06 with St. Francis Electric, LLC for Traffic Signal, Street Light, Facility Lighting, Flashing Beacon, and Speed Radar Maintenance Services in an amount not to exceed $283,718.66; and
WHEREAS, on March 12, 2025, the City Council authorized Amendment No. 1 to increase the Agreement by $333,289.89, for a revised not-to-exceed amount of $617,008.55, to provide additional funding for ancillary and as-needed repair work; and
WHEREAS, additional funding is needed for anticipated and unanticipated traffic signal and street light maintenance, repair, and emergency work, including emergency repairs, applicable Consumer Price Index increases, battery backup system replacements, Underground Service Alert requests, and other as-needed work; and
WHEREAS, Amendment No. 2 increases the not-to-exceed amount of Agreement A-2425-06 by $255,294.53, from $617,008.55 to $872,303.08; and
WHEREAS, funding for services anticipated in Fiscal Year 2026/27 is available within existing appropriations in the Pedestrian and Safety Improvements CIP and Operations & Maintenance accounts designated for street light and signal maintenance, with no impact to the General Fund; and
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE DOES HEREBY:
1. Authorize the City Manager to execute Amendment No. 2 to Agreement A2425-06 with St. Francis Electric, LLC, attached hereto as Exhibit 1, increasing the not-to-exceed amount by $255,294.53, for a revised total not-to-exceed amount of $872,303.08; and
2. Authorize the City Manager, or designee, to take all appropriate and necessary actions to carry out the purpose and intent of this Resolution.
PASSED AND ADOPTED by the City Council of the City of Mountain House this 14th day of October, 2026, by the following vote:
Item 7.9
Mountain House Page 97 of 618 Second Amendment A-2425-06 1
SECOND AMENDMENT TO THE
CONSULTANT CONTRACT ID #A-2425-06
DATED JULY 1, 2024 BETWEEN
THE CITY OF MOUNTAIN HOUSE
AND ST. FRANCIS ELECTRIC, LLC.
This Second Amendment (“Amendment”) to the Consultant Contract ID # A-2425-06 dated July 1, 2024 (“Agreement”), is made and entered into on _______________________ by and between the City of Mountain House (“City”) and St. Francis Electric, LLC (“Consultant”) (together “Parties”), and is effective as of the commencement date of this Amendment.
RECITALS
WHEREAS, on July 1, 2024, the City and Consultant entered into the Agreement.
WHEREAS, on March 13, 2025, the Compensation was increased.
WHEREAS, Section 1.B of the Agreement provides Priority of Documents and Section
3.1 of the Agreement provides Compensation.
WHEREAS, the Parties wish to amend Sections 1.B and 3.1 on ________________ .
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is amended, effective ___________________, as follows:
1.B “Consultant’s Proposal dated April 10, 2024 and FY26/27 Rates Proposal dated August 12, 2026.”
3.1 “Compensation. City of Mountain House hereby agrees to pay Consultant a sum not to exceed eight hundred seventy-two thousand, three hundred three dollars and eight cents, ($872,303.08) notwithstanding any contrary indications that may be contained in Consultant’s proposal for services to be performed and reimbursable costs incurred under this Agreement. 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 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 subConsultants may be eligible. City of Mountain House therefore has no responsibility for such contributions beyond compensation required under this Agreement. [Signatures on the following page]
EXHIBIT 1
Item 7.9
Mountain House Page 98 of 618 Second Amendment A-2425-06 2
Except as set forth above, every provision of the Agreement between the Parties shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be executed as of __________________.
CITY OF MOUNTAIN HOUSE ST. FRANCIS ELECTRIC, LLC
By: ____________________________ By: ___
Steven J. Pinkerton, City Manager Guy Smith, President
Approved as to Form:
By:
John Bakker, City Attorney
EXHIBIT 1
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Mountain House Page 113 of 618 TITLE: Adopt Resolution No. 2026-91 of the City of Mountain House Authorizing Entrance into Supplemental Installment Purchase Contracts and Other Documents Related to the Issuance and Sale of Utility Systems Revenue Bonds by the Mountain House Financing Authority, Approving an Official Statement and Related Actions, and Adopt Resolution No. FA-2026-03 of the Mountain House Financing Authority Authorizing Entrance into Supplemental Installment Purchase Contracts, a Trust Agreement and Other Documents Related to the Issuance and Sale of Utility Systems Revenue Bonds, Approving an Official Statement and Related Actions
MEETING DATE: October 14, 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 and related findings; (2) the City Council of the City (“City Council”), following the public hearing, adopt Resolution No. 2026-91 authorizing entrance into supplemental installment purchase contracts and other documents related to the issuance and sale of utility systems revenue bonds by the Authority, approving an official statement and related actions; (3) the Authority Board of Directors (“Authority Board”), following the public hearing, adopt Resolution No. FA-2026-03 authorizing entrance into supplemental installment purchase contracts, a trust agreement and other documents related to the issuance and sale of utility system revenue bonds, approving an official statement and related actions; and (4) adopt Resolution No. 2026-92 approving interfund loans from the Water Bond Fund to the Wastewater Bond Fund not to exceed $24,800,000 and from the Stormwater Bond Fund to the Wastewater Bond Fund not to exceed $6,500,000 . Together, these resolutions will authorize the issuance by the Authority of its Utility Systems Revenue Bonds Subordinate Series 2026 (the “2026 Bonds”) and related agreements in order to provide for proceeds to pay a portion of the City’s outstanding obligations incurred to pay for the costs of acquiring improvements to the City’s Water, Wastewater, and Storm Drain Systems, as further described below.
BACKGROUND
The 2026 Bonds would pay off most of the remaining balance the City owes developers for water, wastewater, and storm drain facilities they built, as the City’s Revenue Bond Rules require. The issuance of the 2026 Bonds will not raise or lower the Pledged Facility Component (“PFC”) utility customers pay; the same PFC revenues that now repay the developers would instead repay the 2026 Bonds. Under the Item 8.1
Mountain House Page 114 of 618 terms of the Master Acquisition and Reimbursement Agreement and various Project Acquisition Agreements, City infrastructure is installed and dedicated to the City upon its completion and acceptance by the City. Monies raised by the PFC charged to users of each Utility System are used to reimburse the developers for the costs of the facilities, to the extent there are monies available. When the costs of facilities are greater than monies available to pay for them, unpaid amounts become a debt owed to the developers (the “Developer Notes”). Interest is charged on the Developer Notes at a rate equal to the Engineering News Report Construction Cost Index (the “ENR Rate”) published each February. The City is required to make annual payments with available PFC revenues. Interest owed on the accrued balances of the Developer Notes outstanding at the end of the current fiscal year (i.e. June 30, 2027) will be charged an interest rate of approximately 2.7% up from last year’s rate of approximately 2.0%.
The City’s “Revenue Bond Rules,” adopted by the Mountain House Community Services District (the “Former CSD”) Board of Directors on August 22, 2000, generally require that if $10,000,000 or more of revenue bonds can be supported by a pledge of available PFC revenues, then revenue bonds must be issued to pay down the balance of the Developer Notes. To that end, the Authority Board approved and the Authority issued revenue bonds in 2019, 2020 and 2023. Those issues substantially paid down the amount of Developer Notes outstanding at that time. Since 2023, additional costs have accrued to the Developer Notes for costs of acquiring components of the City’s Water, Wastewater, and Storm Drain Systems. Staff has determined that the $10,000,000 threshold has been met again and therefore recommends the approval of the issuance of the 2026 Bonds consistent with this policy.
In order to facilitate the issuance of its bonds, the Former CSD approved the formation of the “Mountain House Financing Authority” at a meeting held on June 12, 2019, pursuant to a joint exercise of powers agreement between the Former CSD and the California Statewide Communities Development Authority.
The Authority Board was comprised solely of the members of the Former CSD’s Board of Directors. Upon the incorporation of the City in 2024, the City became the successor of the Former CSD, and the Authority Board is now comprised solely of the members of the City Council.
DISCUSSION
To comply with the Revenue Bond Rules and to convert the variable ENR Rate to a fixed interest rate payable on the amounts owing for the construction of the utility infrastructure, City Staff recommends issuing the proposed 2026 Bonds now. City staff has been working with the City’s Financing Team to prepare the approval package in front of you tonight.
Bond Security Provisions
The City has multiple utility bond issues outstanding with differing security provisions. A discussion of their security provisions is discussed below. Current Utility Bonds outstanding and their seniority of repayments from the PFC are as follows:
Item 8.1
Mountain House Page 115 of 618 • Series 2019 A (tax exempt) and 2019 B (taxable) (“2019 Bonds”) – Senior Lien on PFC • Series 2020 A (“2020A Bonds”) – Senior Lien on PFC
• Series 2020 B (“2020B Bonds”) – Subordinate Lien on PFC • Series 2023 (“2023 Bonds”)– Subordinate Lien on PFC
All bonds that are payable from a certain revenue stream, such as the PFC revenues, have an “additional bonds test” (“ABT”) that governs whether more bonds may be issued that are repayable from that revenue stream. This protects bond investors from having their security interests “diluted” by the issuance of too many bonds against the revenues that are intended to pay them back. The ABT that was used for the 2019 Bonds is restrictive and does not allow for the capture of the built-in increases expected from the PFC (greater of 2% or ENR Rate) charged to existing customers. In order to maximize the size of the 2020 financing and repay the maximum possible amount of the Developer Notes, a new ABT was developed. Because the 2019 Bonds already had a lien on and pledge of the PFC to repay the 2019 Bond investors, any issuance of new bonds under a different ABT meant that no more bonds could be issued with a parity security interest in the PFC. This resulted in the Former CSD issuing the 2020A Bonds in accordance with the 2019 Bonds’ ABT, and then issuing additional bonds – the 2020B Bonds – with a “subordinate” security interest in the PFC under the new ABT. This approach was very successful and enabled Former CSD to refinance a majority of the then-outstanding Developer Notes at historically low interest rates.
When the Fomer CSD issued bonds in 2023 to refinance more of the Developer Notes, that bond issue was floated under the revised ABT and other provisions that were slightly different than those of the 2019 and 2020A Bonds. The proposed 2026 Bonds would also be issued under the revised terms contained in the 2020B and 2023 Bonds.
Additional covenants that were included in 2020 to bolster the Utility Bonds’ credit rating, and which will also apply to the proposed 2026 Bonds, include: a requirement that the City continues to maintain user fees and charges for service to operate the utilities that are adequate to provide revenues that are at least equal the projected operations and maintenance costs (“O&M”) for each utility (i.e. no General Fund subsidies for utility operations); that the City will continue to maintain operating reserves equal to approximately (6) months of O&M costs; and any desired repayments by the Utilities to the General Fund for previous subsidies may be repaid only after maintaining at least six months of O&M expenses in unrestricted reserves and demonstrating 1.10x operating income coverage for 18 months, excluding depreciation and capital expenditures.
Maximization of Bond Issue Size
City Staff recommends again to maximize the proceeds from the 2026 Bonds to repay as much of the outstanding Developer Notes as practicable. To achieve this goal, the proposed 2026 Bonds are anticipated to utilize a combination of current interest bonds and capital appreciation bonds, as Item 8.1
Mountain House Page 116 of 618 appropriate. Capital appreciation bonds do not pay interest throughout their lives, rather, the interest owed on the outstanding bonds accrues and becomes payable at maturity. This creates more bonding capacity now and enables the City to repay additional bonds in the future after older bonds are paid off.
It is anticipated that the proceeds of the Bonds under this approach will be adequate to pay off virtually all of the current Developer Note balances.
Approval Process
Resolutions before the City Council and the Authority Board authorize the issuance of the 2026 Bonds on the same terms as the 2020B Bonds and the 2023 Bonds.
Authorization of 2026 Bonds. The 2026 Bonds will be issued by the Mountain House Financing Authority and will be secured by a subordinate pledge of PFC Revenues pursuant to the Master Installment Purchase Contracts and in accordance with Supplemental Installment Purchase Contracts for each system, as described above and below.
Master Installment Purchase Contract Structure. With the issuance of the 2019 Bonds, the Former CSD approved a Master Installment Purchase Contract for each of the Water, Wastewater, and Storm Drain Systems to repay the costs of acquiring the components of each System. Under this approach, Supplemental Installment Purchase Contracts need to be authorize for new bond issues, without the need to reauthorize the Master Installment Purchase Contract. Therefore, the Master Installment Purchase Contract and 2026 Supplemental Installment Purchase Contract will govern the 2026 Bonds.
Documents to be Approved. The principal documents being approved are summarized as follows:
Authorizing Resolutions
City Authorizing Resolution
The City Authorizing Resolution authorizes the City to enter into 2026 Supplemental Installment Purchase Contracts for the Water, Wastewater and Storm Drain Systems and authorizes the issuance and sale of the Authority’s Utility Systems Revenue Bonds, Subordinate Series 2026, as current interest bonds, capital appreciation bonds, or a combination thereof. The Resolution also approves the related Bond Purchase Agreement, Preliminary Official Statement, Continuing Disclosure Agreement and other financing documents, and establishes key bond sale parameters, setting a maximum True Interest Cost of 6.75%, a maximum underwriter discount of 1.00% of par, and sets the maximum bond amount for the Bonds at $55,000,000.
Authority Authorizing Resolution
The Authority Authorizing Resolution authorizes the Authority to enter into the 2026 Supplemental Installment Purchase Contracts for the Water, Wastewater and Storm Drain Systems and the 2026 Trust Agreement, and authorizes the issuance and sale of the Authority’s Utility Systems Revenue Bonds, Item 8.1
Mountain House Page 117 of 618 Subordinate Series 2026, as current interest bonds, capital appreciation bonds, or a combination thereof.
The Resolution also approves the related Bond Purchase Agreement, Preliminary Official Statement, Continuing Disclosure Agreement and other financing documents, and establishes key bond sale parameters, setting a maximum True Interest Cost of 6.75%, a maximum underwriter discount of 1.00% of par, and sets the maximum bond amount for the Bonds at $55,000,000. 2026 Supplemental Installment Purchase Contracts for each of the Water System, Wastewater System and Storm Drain System
The City and the Authority will enter into separate 2026 Supplemental Installment Purchase Contracts for each of the Water System, Wastewater System and Storm Drain System pursuant to the applicable Master Installment Purchase Contracts. Under the 2026 Supplemental Contracts, the Authority will provide financing for certain capital improvements to each respective utility system, with the City agreeing to make installment payments to the Authority from the applicable utility system’s PFC revenues to repay the 2026 Bonds.
Preliminary Official Statement
Both the City Resolution and the Authority Resolution authorize the Preliminary Official Statement (“POS”) which includes information about the City, the Authority, the 2026 Bonds, the PFC revenues and the utility systems, 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.
Continuing Disclosure Certificate
The Continuing Disclosure Certificate, set forth as an Appendix to the POS, is the document pursuant to which the City will agree to provide annual financial and operating information to the owners of the 2026 Bonds and notice of certain enumerated events, all in accordance with SEC Rule 15c2-12.
Trust Agreement
The Trust Agreement by and between the Authority and the Trustee, under which the Authority issues the 2026 Bonds secured by the 2026 Payments under the 2026 Supplemental Installment Purchase Contracts for each System and the other amounts and funds pledged to the 2026 Bonds thereunder.
Bond Purchase Agreement
The Authority Authorizing Resolution authorizes the Bond Purchase Agreement, which is the legal document pursuant to which the 2026 Bonds are sold by the Authority to Piper Sandler as underwriter for further sale and distribution to ultimate purchasers.
Good Faith Cost Estimates
Item 8.1
Mountain House Page 118 of 618 In accordance with Government Code Section 5852.1, the following information is hereby disclosed to the City Council and Authority Board prior to the issuance of the 2026 Bonds: (i) the estimated true interest cost of the 2026 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 5.7930%; (ii) the estimated finance charge of the 2026 Bonds (being the sum of all fees and charges paid to third parties, including estimated fees to pay premiums for municipal bond insurance and a reserve fund surety policies) is $2,272,692; (iii) the estimated proceeds of the 2026 Bonds expected to be received, net of proceeds for finance charges in (ii) above, to be paid from the principal amount of the 2026 Bonds and any capitalized interest paid or funded with 2026 Bonds is $48,828,402; and (iv) the estimated total payment amount of the 2026 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 2026 Bonds) is $151,004,472. This information is based on good-faith estimates provided by the City’s underwriter and assumes $47,023,492 of proceeds available from the 2026 Bonds which may change, depending on bond market conditions closer to the time of pricing, and therefore would result in different estimates.
Interfund Loans
Proposed loans from the Water Bond Fund to the Wastewater Bond Fund (Attachment B) and from the Stormwater Bond Fund to the Wastewater Bond Fund (Attachment C) is to use the funds remaining in the Water Bond Fund and Stormwater Bond Fund after notes payable related to the water and stormwater systems are retired to pay off remaining notes payable related to the water system.
The proposed Interfund Fund Loans include the following provisions:
• The term of the loans will begin on June 15, 2027 and the outstanding loan balances are to be repaid as funds become available to do so.
• The Water Bond Fund will make payments each fiscal year beginning with fiscal year 2026/2027.
Payments are due by December 31 of each year. The annual payments will include the amount of any accrued interest though the previous June 30 plus principal. • The Water Bond Fund will make payments to the Wastewater Bond Fund and Stormwater Bond Fund from excess pledged facility component fees. In addition, the District may receive annexation fees and future bond proceeds that may be used to for repayment. • Interest will accrue annually on June 30 on the outstanding loan balance at the variable rates based on the Local Agency Investment Fund. Loan interest will be recorded as revenue by the Wastewater Bond Fund and Stormwater Bond Fund and expenditure by the Water Bond Fund
FISCAL IMPACT
Item 8.1
Mountain House Page 119 of 618 The 2026 Bonds create no financial impact on the General Fund or respective Utility Fund operating revenues for payment of debt service. The 2026 Bonds are to be secured by the installment payments to be made under the Master Installment Sale Contracts (one for each System), which are in turn secured by and payable solely from PFC Revenues.
STRATEGIC PLAN
City staff is proposing the issuance of the 2026 Bonds with utilization of a combination of current interest bonds and capital appreciation bonds to maximize bond proceeds to pay down obligations owed by the City to related to the City’s Water, Wastewater, and Storm Drain Systems. This will help staff achieve the following Finance Strategic Plan goal:
FIN – D:Ensure City maintains appropriate credit rating 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.
CEQA
Not applicable.
ACTION FOLLOWING CITY COUNCIL APPROVAL
After City Council and Authority Board conduct a public hearing and the City Council and Authority Board approve, staff will complete the Preliminary Official Statement for investor review and obtain a credit rating for the 2026 Bonds. Pre-pricing calls with Piper Sandler as underwriter are anticipated to be held in early November to review market conditions and interest rates. Once pricing is set on the bond issue, the 2026 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 to pay down the Developer Notes related to the costs of acquiring the City’s Water, Wastewater, and Storm Drain Systems.
ATTACHMENTS
A. City Resolution
B. Authority Resolution
C. Supplemental Installment Purchase Contracts (for each Water, Wastewater, and Storm Drain Systems)
D. Trust Agreement (Subordinate)
E. Bond Purchase Agreement
Item 8.1
Mountain House Page 120 of 618 F. Preliminary Official Statement
G. : Interfund Loan Agreement – From Water Bond Fund to Wastewater Bond Fund H. : Interfund Loan Agreement – From Stormwater Bond Fund to Wastewater Bond Fund I. Resolution 2026-92 Approving Interfund Loans from Water Bond Fund and Stormwater Bond Fund to Wastewater Bond Fund
Item 8.1
Mountain House Page 121 of 618 RESOLUTION NO. 2026-91
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOUNTAIN HOUSE AUTHORIZING ENTRANCE INTO
SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACTS AND
OTHER DOCUMENTS FOR THE REFINANCING OF UTILITY
SYSTEMS OBLIGATIONS OF THE CITY AND APPROVING
RELATED ACTIONS
WHEREAS, the City of Mountain House (the “City”) owns and operates facilities for (i) the collection, treatment and supply of water (the “Water System”) within the service area of the City, (ii) the collection and treatment of wastewater (the “Wastewater System”) within the service area of the City, and (iii) a storm drain system (the “Storm Drain System” and together, the “Systems”) within the service area of the City; and WHEREAS, the Mountain House Financing Authority (the “Authority”) has been formed pursuant to a Joint Exercise of Powers Agreement between the City and California Statewide Communities Development Authority, for the purpose of assisting the City with the financing and refinancing of projects; and
WHEREAS, for the purposes of refunding payment obligations incurred in 2007 and 2011 and providing financing for certain capital improvements of each respective System, the Mountain House Community Services District, as predecessor to the City and the City as successor, and the Authority previously entered into the following master agreements and supplements:
(i) (i) with regard to the Water System, a Master Installment Purchase Contract dated as of December 1, 2019, a 2019 Supplemental Installment Purchase Contract dated as of December 1, 2019, a 2020 Supplemental Installment Purchase Contract dated as of October 1, 2020, and a 2023 Supplemental Installment Purchase Contract dated as of May 1, 2023 (collectively, the “Water Installment Purchase Contract”), (ii) with regard to the Wastewater System, a Master Installment Purchase Contract dated as of December 1, 2019, a 2019 Supplemental Installment Purchase Contract dated as of December 1, 2019, a 2020 Supplemental Installment Purchase Contract dated as of October 1, 2020, and a 2023 Supplemental Installment Purchase Contract dated as of May 1, 2023 (collectively, the “Wastewater Installment Purchase Contract”), and (iii) with regard to the Storm Drain System, a Master Installment Purchase Contract dated as of December 1, 2019, a 2019 Supplemental Installment Purchase Contract dated as of December 1, 2019, a 2020 Supplemental Installment Purchase Contract dated as of October 1, 2020, and a 2023 Supplemental Installment Purchase Contract dated as of May 1, 2023 (collectively, the “Storm Drain Installment Purchase Contract”); and WHEREAS, pursuant to the Water Installment Purchase Contract, Wastewater Installment Purchase Contract and Storm Drain Installment Purchase Contract, the City has agreed to make certain installment payments from each respective System (collectively, the “Installment Payments”), and in connection therewith, for the purpose of Item 8.1
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providing financing for capital improvements of each respective System, the Authority in 2019, 2020 and 2023 issued its respective (i) Utility Systems Revenue Bonds Series 2019A and Taxable Series 2019B (together, the “2019 Bonds”), (ii) Utility Systems Revenue Bonds Series 2020A and Subordinate Series 2020B (together, the “2020 Bonds”), and Utility Systems Revenue Bonds Subordinate Series 2023 (the “2023 Bonds”); and
WHEREAS, the City, after due investigation and deliberation, has determined that it is in the interests of the City at this time to enter into a 2026 Supplemental Installment Purchase Contract for each System (collectively, the “2026 Supplements”), and related documents, to provide for installment payments (the “2026 Installment Payments”), for the purpose of financing the cost of improvements to each System (each a respective “2026 Project”), and, in connection therewith, the Authority will issue its Utility Systems Revenue Bonds, Subordinate Series 2026 (the “Bonds”) pursuant to a 2026 Trust Agreement by and between the Authority and Computershare Trust Company, N.A. (the “2026 Trust Agreement”) and Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”) payable and secured by the 2026 Installment Payments; and WHEREAS, the City and the Authority have determined to sell the Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement (the “Bond Purchase Agreement”) by and among the City, the Authority and the Underwriter with respect to the Bonds; and WHEREAS, the City has caused to be prepared a Preliminary Official Statement containing material information relating to the City, the Authority, the Systems and the Bonds, the preliminary form of which will be distributed by the Underwriter to persons and institutions interested in purchasing the Bonds; and
WHEREAS, the information required to be obtained and disclosed with respect to the Bonds by the Authority in accordance with Government Code Section 5852.1 is set forth in the staff report accompanying this Resolution; and WHEREAS, as a condition precedent to the issuance of the Bonds by the Authority to provide financing for the 2026 Project, Government Code Section 6586.5 requires that the City approve the financing and make certain findings with respect thereto, and as required by said Section, the City has caused publication of a notice of a public hearing on the financing of the respective 2026 Projects once at least 5 days prior to the hearing in a newspaper of general circulation in the county; and WHEREAS, the City held a public hearing at which all interested persons were provided the opportunity to speak on the subject of financing the respective 2026 Projects; and
WHEREAS, the City Council wishes at this time to authorize all proceedings relating to the issuance of the Bonds, and to approve the execution and delivery of all agreements and documents relating thereto.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Mountain House as follows:
Item 8.1
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Section 1. Findings. Pursuant to the Bond Law, and based on the information provided to the City Council by City staff and consultants, all as set forth in the proceedings and documents providing for the issuance and delivery of the Bonds, the City Council hereby finds that issuance of the Bonds for the purpose of financing the 2026 Project 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 and commercial development and demonstrable savings in effective interest rate, bond preparation, bond underwriting and bond issuance costs.
Section 2. Approval of Financing Plan and Related Documents. The City Council hereby approves the issuance and sale of the Bonds by the Authority pursuant to the Bond Law in the maximum principal amount of $55,000,000 as current interest bonds and/or capital appreciation bonds, for the purpose of providing funds to finance the cost of the 2026 Project, including costs of issuance related thereto. To that end, the City Council hereby approves the 2026 Supplemental Installment Purchase Contract for each of the Wastewater System, Water System and Storm Drain System, each by and between the City and the Authority, under which the Authority agrees to provide funds to finance the 2026 Project on the terms set forth therein, in substantially the respective forms on file with the City Clerk, together with any changes therein or additions thereto approved by the City Manager, Administrative Services Director, Finance Director or a designee (each, an “Authorized Officer”), which changes may include but are not limited to additions, elimination or addition of documents as may be needed to issue the Bonds in one or more series and secured on a parity and/or subordinate basis to previously issued bonds of the Authority, and the execution thereof by an Authorized Officer shall be conclusive evidence of such approval.
Each Authorized Officer is hereby authorized and directed for and in the name and on behalf of the City to execute the final form of each 2026 Supplemental Installment Purchase Contract, and the City Clerk is hereby authorized and directed to attest to the final form of each of the foregoing documents, as necessary.
Section 3. Bond Purchase Agreement. The City Council hereby authorizes and approves the negotiated sale of the Bonds by the Authority to the Underwriter pursuant to the Bond Purchase Agreement, in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by an Authorized Officer, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. An Authorized Officer is hereby authorized and directed to execute the final form of the Bond Purchase Agreement for and in the name and on behalf of the City; provided, that the principal amount of the Bonds shall not exceed $55,000,000, the true interest cost on the Bonds shall not exceed 6.75%, and the Underwriter’s discount shall not exceed 1.00%.
Section 4. Official Statement; Continuing Disclosure Agreement. The City Council hereby approves and deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, except for permitted omissions, the preliminary Official Statement describing the Bonds in the form on file with the City Clerk, together with appropriate revisions as required to incorporate provisions relating to the Bonds.
Distribution of such preliminary Official Statement by the Underwriter to prospective purchasers of the Bonds is hereby approved. An Authorized Officer is hereby authorized and directed to approve any changes in or additions to such preliminary Official Statement for the purpose of finalizing such document, and the execution thereof by an Authorized Item 8.1
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Officer shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the Final Official Statement by the Underwriter to purchasers of the Bonds. The Final Official Statement shall be executed in the name and on behalf of the City by an Authorized Officer.
The City Council hereby approves the Continuing Disclosure Agreement to be executed by the City, the form of which is attached as an exhibit to the Preliminary Official Statement. Each of the Authorized Officers is hereby authorized and directed to approve any changes in or additions to a final form of said Continuing Disclosure Agreement, and the execution thereof by an Authorized Officer shall be conclusive evidence of approval of any such changes and additions. The final Continuing Disclosure Agreement shall be executed in the name and on behalf of the City by an Authorized Officer.
Section 5. Engagement of Professional Services. The selection of Kosmont Financial Services as municipal advisor, the firm of Jones Hall LLP, as bond and disclosure counsel, and Piper Sandler & Co. as underwriter, is hereby confirmed. The Authorized Officers, each acting alone, are hereby authorized to execute professional services agreements with each such firm. Additionally, the selection of Computershare Trust Company, N.A., as trustee for the Bonds, is hereby also confirmed.
Section 6. Official Actions. The City Manager, the Administrative Services Director, the Finance Director and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assignments, bonds, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate the issuance, sale and delivery of the Bonds and any of the other transactions contemplated by the agreements and documents approved pursuant to this Resolution, including with respect to any lockbox or depository agreement, for any consultant services for the issuance of the Bonds. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken by any officer holding such position in an interim or temporary capacity, and may be undertaken on behalf of any such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable.
Section 7. 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: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
Mayor
ATTEST:
Item 8.1
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City Clerk
Item 8.1
Mountain House Page 126 of 618 RESOLUTION NO. FA-26-___
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MOUNTAIN HOUSE FINANCING AUTHORITY AUTHORIZING
ENTRANCE INTO SUPPLEMENTAL INSTALLMENT PURCHASE
CONTRACTS TO ASSIST THE CITY OF MOUNTAIN HOUSE TO
REFINANCE OBLIGATIONS OF ITS UTILITY SYSTEMS, AND
APPROVING A TRUST AGREEMENT, OFFICIAL STATEMENT AND
OTHER DOCUMENTS AND RELATED ACTIONS RELATED TO THE
ISSUANCE AND SALE OF UTILITY SYSTEMS REVENUE BONDS
WHEREAS, the Mountain House Community Services City (the “City”) owns and operates facilities for (i) the collection, treatment and supply of water (the “Water System”) within the service area of the City, (ii) the collection and treatment of wastewater (the “Wastewater System”) within the service area of the City, and (iii) a storm drain system (the “Storm Drain System” and together, the “Systems”) within the service area of the City; and
WHEREAS, the Mountain House Financing Authority (the “Authority”) has been formed pursuant to a Joint Exercise of Powers Agreement between the City and California Statewide Communities Development Authority, for the purpose of assisting the City with the financing and refinancing of capital projects; and
WHEREAS, for the purposes of refunding payment obligations incurred in 2007 and 2011 and providing financing for certain capital improvements of each respective System, the Mountain House Community Services District, as predecessor to the City and the City as successor, and the Authority previously entered into the following master agreements and supplements:
(i) with regard to the Water System, a Master Installment Purchase Contract dated as of December 1, 2019, a 2019 Supplemental Installment Purchase Contract dated as of December 1, 2019, a 2020 Supplemental Installment Purchase Contract dated as of October 1, 2020, and a 2023 Supplemental Installment Purchase Contract dated as of May 1, 2023 (collectively, the “Water Installment Purchase Contract”), (ii) with regard to the Wastewater System, a Master Installment Purchase Contract dated as of December 1, 2019, a 2019 Supplemental Installment Purchase Contract dated as of December 1, 2019, a 2020 Supplemental Installment Purchase Contract dated as of October 1, 2020, and a 2023 Supplemental Installment Purchase Contract dated as of May 1, 2023 (collectively, the “Wastewater Installment Purchase Contract”), and (iii) with regard to the Storm Drain System, a Master Installment Purchase Contract dated as of December 1, 2019, a 2019 Supplemental Installment Purchase Contract dated as of December 1, 2019, a 2020 Supplemental Installment Purchase Contract dated as of October 1, 2020, and a 2023 Supplemental Installment Purchase Contract dated as of May 1, 2023 (collectively, the “Storm Drain Installment Purchase Contract”); and Item 8.1
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WHEREAS, pursuant to the Water Installment Purchase Contract, Wastewater Installment Purchase Contract and Storm Drain Installment Purchase Contract, the City has agreed to make certain installment payments from each respective System (collectively, the “Installment Payments”), and in connection therewith, for the purpose of providing financing for capital improvements of each respective System, the Authority in 2019, 2020 and 2023 issued its respective (i) Utility Systems Revenue Bonds Series 2019A and Taxable Series 2019B (together, the “2019 Bonds”), (ii) Utility Systems Revenue Bonds Series 2020A and Subordinate Series 2020B (together, the “2020 Bonds”), and Utility Systems Revenue Bonds Subordinate Series 2023 (the “2023 Bonds”); and
WHEREAS, the City, after due investigation and deliberation, has determined that it is in the interests of the City at this time to enter into a 2026 Supplemental Installment Purchase Contract for each System (collectively, the “2026 Supplements”), and related documents, to provide for installment payments (the “2026 Installment Payments”), for the purpose of financing the cost of improvements to each System (each a respective “2026 Project”), and, in connection therewith, the Authority will issue its Utility Systems Revenue Bonds, Subordinate Series 2026 (the “Bonds”) pursuant to a 2026 Trust Agreement by and between the Authority and Computershare Trust Company, N.A. (the “2026 Trust Agreement”) and Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”) payable and secured by the 2026 Installment Payments; and WHEREAS, the City and the Authority have determined to sell the Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement (the “Bond Purchase Agreement”) by and among the City, the Authority and the Underwriter with respect to the Bonds; and WHEREAS, the City has caused to be prepared a Preliminary Official Statement containing material information relating to the City, the Authority, the Systems and the Bonds, the preliminary form of which will be distributed by the Underwriter to persons and institutions interested in purchasing the Bonds; and
WHEREAS, the information required to be obtained and disclosed with respect to the Bonds by the Board of Directors (the “Board”) in accordance with Government Code Section 5852.1 is set forth in the staff report accompanying this Resolution; and WHEREAS, as required by Section 6586.5 of the Bond Law, the City has caused publication of a notice of a public hearing on the financing of the 2026 Project once at least 5 days prior to the hearing in a newspaper of general circulation in the county; and WHEREAS, the Board of Directors of the City held a public hearing at which all interested persons were provided the opportunity to speak on the subject of financing the respective 2026 Projects, and, following the hearing, found that issuance of the Bonds for the purpose of financing the respective 2026 Projects 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 and commercial development and demonstrable savings in effective interest rate, bond preparation, bond underwriting and bond issuance costs; and
Item 8.1
Mountain House Page 128 of 618 -3-
WHEREAS, the Board wishes at this time to authorize all proceedings relating to the issuance of the Bonds, and to approve the execution and delivery of all agreements and documents relating thereto.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Mountain House Financing Authority as follows:
Section 1. Approval of Financing Plan and Related Documents. The Board hereby approves the issuance and sale of the 55,000,000, as current interest bonds and/or capital appreciation bonds, for the purpose of providing funds to finance the cost of the 2026 Projects, including costs of issuance related thereto. To that end, the Board hereby approves the 2026 Trust Agreement and the 2026 Supplemental Installment Purchase Contract for each of the Water System, Wastewater System and Storm Drain System, each by and between the City and the Authority, under each of which the Authority agrees to provide funds to finance the 2026 Projects on the terms set forth therein, in substantially the respective forms on file with the Secretary, together with any changes therein or additions thereto approved by the Executive Director, the Treasurer or a designee (each, an “Authorized Officer”), which changes may include but are not limited to additions, elimination or addition of documents as may be needed to issue the Bonds in one or more series and secured on a parity and/or subordinate basis to previously issued bonds of the Authority, and the execution thereof by an Authorized Officer shall be conclusive evidence of such approval.
Each Authorized Officer is hereby authorized and directed for and in the name and on behalf of the Authority to execute the final form of each of the foregoing documents, and the Secretary is hereby authorized and directed to attest to the final form of each of the foregoing documents, as necessary.
Section 2. Bond Purchase Agreement. The Board hereby authorizes and approves the negotiated sale of the Bonds by the Authority to the Underwriter pursuant to the Bond Purchase Agreement, in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by an Authorized Officer, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. An Authorized Officer is hereby authorized and directed to execute the final form of the Bond Purchase Agreement for and in the name and on behalf of the Authority; provided, that the principal amount of the Bonds shall not exceed $55,000,000, the true interest cost on the Bonds shall not exceed 6.75%, and the Underwriter’s discount shall not exceed 1.00%.
Section 3. Official Statement. The Board hereby approves and deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, except for permitted omissions, the preliminary Official Statement describing the Bonds in the form on file with the Secretary, together with appropriate revisions as required to incorporate provisions relating to the Bonds. Distribution of such preliminary Official Statement by the Underwriter to prospective purchasers of the Bonds is hereby approved.
An Authorized Officer is hereby authorized and directed to approve any changes in or additions to such preliminary Official Statement for the purpose of finalizing such document, and the execution thereof by an Authorized Officer shall be conclusive evidence of approval of any such changes and additions. The Board hereby authorizes the distribution of the Final Official Statement by the Underwriter to purchasers of the Item 8.1
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Bonds. The Final Official Statement shall be executed in the name and on behalf of the Authority by an Authorized Officer.
Section 4. Engagement of Professional Services. The selection of Kosmont Financial Services as municipal advisor, the firm of Jones Hall LLP, as bond and disclosure counsel, and Piper Sandler & Co. as underwriter, is hereby confirmed. The Authorized Officers, each acting alone, are hereby authorized to execute professional services agreements with each such firm. Additionally, the selection of Computershare Trust Company, N.A., as trustee for the Bonds, is hereby also confirmed.
Section 5. Official Actions. The Chair of the Board, the Executive Director, the Treasurer and all other officers of the Authority are each authorized and directed in the name and on behalf of the Authority to make any and all assignments, bonds, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate the issuance, sale and delivery of the Bonds and any of the other transactions contemplated by the agreements and documents approved pursuant to this Resolution, including procuring municipal bond insurance and/or a reserve surety, and with respect to any consultant services for the issuance of the Bonds. Whenever in this Resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken by any officer holding such position in an interim or temporary capacity, and may be undertaken on behalf of any such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable.
Section 6. 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
Item 8.1
Mountain House Page 130 of 618 Jones Hall Draft 9.29.26
2026 SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT
(WASTEWATER SYSTEM)
by and between
CITY OF MOUNTAIN HOUSE
and
MOUNTAIN HOUSE FINANCING AUTHORITY
Dated as of November 1, 2026
Relating to the
$______________
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BONDS
SUBORDINATE SERIES 2026
Item 8.1
Mountain House Page 131 of 618 -iTABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. .................................................................................................1
ARTICLE II
TERMS OF THE 2026 SUPPLEMENTAL CONTRACT
SECTION 2.01. Authority for the 2026 Supplemental Contract ...........................................3 SECTION 2.02. Purpose of the 2026 Supplemental Contract. ............................................3 SECTION 2.03. Payment of the 2026 Supplemental Contract. ...........................................3 SECTION 2.04. Payment of 2026 Payments.......................................................................3 SECTION 2.05. Prepayment of 2026 Payments..................................................................4 SECTION 2.06. Tax Covenants...........................................................................................4 SECTION 2.07. Terms of the 2026 Supplemental Contract Subject to the Master Contract. ........................................................................................5 SECTION 2.08. Assignment of the 2026 Supplemental Contract........................................5 SECTION 2.09. Continuing Disclosure. ...............................................................................5 SECTION 2.10. [Reserved]. ................................................................................................5 SECTION 2.11. 2026 Reserve Account...............................................................................5
ARTICLE III
ADDITIONAL COVENANTS OF THE CITY
SECTION 3.01. Amendments of Master Contract ...............................................................6 SECTION 3.02. Insurer Provisions ......................................................................................7 EXHIBIT A SCHEDULE OF 2026 PAYMENTS
Item 8.1
Mountain House Page 132 of 618 -1-
2026 SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT
(WASTEWATER SYSTEM)
This 2026 Supplemental Installment Purchase Contract (Wastewater System) (the “2026 Supplemental Contract”), dated as of November 1, 2026, is between the City of Mountain House, a general law city duly organized and existing under and by virtue of the laws of the State of California (the “City”), and the Mountain House Financing Authority, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”).
W I T N E S S E T H:
WHEREAS, the City, as successor to the Mountain House Community Services District, and the Authority have entered into a Master Installment Purchase Contract (Wastewater System), dated as of December 1, 2019 (the “Master Contract”), a 2019 Supplemental Contract thereto, dated as of December 1, 2019 (the “2019 Supplemental Contract”), a 2020 Supplemental Contract thereto, dated as of October 1, 2020 (the “2020 Supplemental Contract”), and a 2023 Supplemental Contract, dated as of May 1, 2023 (the “2023 Supplemental Contract” and together with the 2020 Supplemental Contract, the “Prior Supplemental Contracts), pursuant to which the Authority has agreed to assist the City by financing and refinancing certain additions, betterments, extensions and improvements to the Wastewater System; and
WHEREAS, the City and the Authority desire to finance costs of certain improvements to the Wastewater System, and in connection therewith to enter into this 2026 Supplemental Contract pursuant to the Master Contract; and
WHEREAS, the City has determined that the foregoing is necessary and proper for City purposes; and
WHEREAS, the City and the Authority have determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this 2026 Supplemental Contract do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this 2026 Supplemental Contract.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE
MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER
VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AND SUPPLEMENT THE MASTER CONTRACT AS FOLLOWS:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in Section 1.01 of the Master Contract or in this section will for all purposes hereof and of any opinion or report or other document mentioned herein or therein have the meanings defined herein or therein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Further, effective July 1, 2025 the City was Item 8.1
Mountain House Page 133 of 618 -2-
incorporated as the successor to the District and references to the District, including references to its officers, in the Master Contract and Prior Supplemental Contracts shall be construed as references to the City and its corresponding officers.
“Subordinate Obligations” or “Subordinate Parity Obligations” means the 2020B Payments, 2023 Payments, 2026 Payments, and all other Supplemental Contracts or other obligations entered into by the City, the payment of which are secured by a subordinate lien on Pledged Facility Component Revenues created under the Master Contract and are payable on a parity with the 2026 Payments.
“2026 Bonds” means the “Mountain House Financing Authority Utility Systems Revenue Bonds, Subordinate Series 2026,” issued by the Authority pursuant to the 2026 Trust Agreement.
“2026 Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate, executed by the City and dated the date of the original issuance of the 2026 Bonds as originally executed and as it may be amended from time to time in accordance with the terms thereof.
“2026 Payment Date” means the Business Day before each Interest Payment Date and each Principal Payment Date on which interest and/or principal on the 2026 Bonds become due (whether at maturity or because of optional redemption or acceleration), under the 2026 Trust Agreement.
“2026 Payments” means the Payments set forth in Exhibit A hereto. “2026 Project” means the capital improvements to the Wastewater System financed by the 2026 Bonds attributable to the Wastewater System, as described in the 2026 Tax Certificate.
“2026 Reserve Account” means the reserve account established by the 2026 Trustee under the 2026 Trust Agreement with respect to the Wastewater System. “2026 Supplemental Contract” means this 2026 Supplemental Installment Purchase Contract, dated as of November 1, 2026, by and between the City and the Authority, as originally executed and as it may from time to time be amended or supplemented in accordance herewith.
“2026 Tax Certificate” means the Tax and Non-Arbitrage Certificate concerning certain matters pertaining to the use and investment of proceeds of the 2026 Bonds executed and delivered by the City on the date of initial delivery of the 2026 Bonds, including any and all exhibits attached thereto.
“2026 Trust Agreement” means that certain Trust Agreement, dated as of November 1, 2026, by and between the Authority and the 2026 Trustee, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. “2026 Trustee” means Computershare Trust Company, N.A. or any successor trustee under the 2026 Trust Agreement and 2026 Trust Agreement.
Item 8.1
Mountain House Page 134 of 618 -3-
ARTICLE II
TERMS OF THE 2026 SUPPLEMENTAL CONTRACT
SECTION 2.01. Authority for the 2026 Supplemental Contract. The City has reviewed all proceedings heretofore taken relative to the authorization of the 2026 Supplemental Contract and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen or be performed precedent to and in connection with the execution hereof do exist, have happened and have been performed in due time, form and manner as required by law, and the City is now duly authorized, pursuant to each and every requirement of law, to execute and enter into the 2026 Supplemental Contract in the manner and form provided herein to finance the 2026 Project.
SECTION 2.02. Purpose of the 2026 Supplemental Contract. The City agrees to acquire the 2026 Project from the Authority pursuant to the terms hereof, to cause the acquisition of the 2026 Project as agent for the Authority in accordance with Section 2.01 of the Master Contract and in accordance with the terms hereof and of the 2026 Trust Agreement. All right, title and interest in and to each such completed component of the 2026 Project shall vest in the City without any further action by the City or the Authority. Proceeds of the 2026 Bonds shall be deposited into a separate account of the Wastewater Facility Fund (as such term is defined in the Project Acquisition Agreements), to finance the acquisition and construction of the 2026 Project. Earnings on such separate account shall be used for the 2026 Project and any excess in account upon completion of the 2026 Project shall be used for payment of the 2026 Payments. As consideration for the sale, assignment and transfer by the Authority to the City of all of the Authority’s right, title and interest in the 2026 Project being acquired hereunder, the City has agreed to pay to the Authority the 2026 Payments. The purchase price to be paid by the City to the Authority hereunder is the sum of the principal amount of the City’s obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount from the date hereof over the term hereof, subject to prepayment as provided in Section 2.05.
SECTION 2.03. Payment of the 2026 Supplemental Contract. In accordance with the timing and subject to the conditions set forth in the Master Contract and the schedule attached hereto as Exhibit A, the City will, from the money in the Wastewater Revenue Fund, deposit (or caused to be deposited) with the 2026 Trustee pursuant to the 2026 Trust Agreement, a sum equal to the amount of the interest and principal components of the 2026 Payments becoming due and payable under this 2026 Supplemental Contract, net of any amounts then on deposit with the 2026 Trustee under the 2026 Trust Agreement.
SECTION 2.04. Payment of 2026 Payments. The City will, subject to any rights of prepayment provided in Section 2.05 hereof, pay the Authority as a portion of the purchase price for the 2026 Project and as a Subordinate Obligation under the Master Contract, the sum of $______________, without offset or deduction of any kind, by paying the principal installments of the 2026 Payments in accordance with the payment schedule set forth in Exhibit A attached hereto and incorporated herein, together with interest installments of the 2026 Payments, which interest installments will be paid in the amounts and on the 2026 Payment Dates in accordance with Section 2.05 hereof and the interest payment schedule set forth in Exhibit A attached hereto and incorporated herein, and which interest will constitute interest paid on the principal amount of the City’s obligations hereunder.
The obligation of the City to pay the 2026 Payments is a Subordinate Obligation as defined in the Master Contract, and, subject to Section 7.01 of the Master Contract, absolute and unconditional, and until such time as the 2026 Payments will have been paid in full (or Item 8.1
Mountain House Page 135 of 618 -4-
provision for the payment thereof will have been made pursuant to Article VI of the Master Contract), the City will not discontinue or suspend any 2026 Payments required to be paid by it under this section when due, whether or not the Wastewater System or any part thereof (including any Project) is operating or operable, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part, and such payments will not be subject to reduction whether by offset, abatement or otherwise and will not be conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever.
SECTION 2.05. Prepayment of 2026 Payments. The City may elect to pay all or part of the 2026 Payments, on the same terms as set forth in Section 2.03 of the 2026 Trust Agreement for optional redemption of the 2026 Bonds or the 2026 Bonds. Notwithstanding any such redemption, the City will not be relieved of its obligations hereunder until all of the respective series of 2026 Bonds have been fully paid and retired (or provision for payment thereof has been made as provided in Section 8.01 of the 2026 Trust Agreement).
SECTION 2.06. Tax Covenants. The City hereby covenants it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the 2026 Bonds under Section 103 of the Code. The City will not, directly or indirectly, use or permit the use of proceeds of the 2026 Bonds or any of the property financed or refinanced with proceeds of the 2026 Bonds, or any portion thereof, by any person other than a governmental unit (as such term is used in Section 141 of the Code), in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of the interest on the 2026 Bonds.
The City will not take any action, or fail to take any action, if any such action or failure to take action would cause the 2026 Bonds to be “private activity bonds” within the meaning of Section 141 of the Code, and in furtherance thereof, will not make any use of the proceeds of the 2026 Supplemental Contract or any of the property financed or refinanced with proceeds of the 2026 Supplemental Contract, or any portion thereof, or any other funds of the City, that would cause any of the 2026 Bonds or other obligations delivered in connection with the 2026 Supplemental Contract to be “private activity bonds” within the meaning of Section 141 of the Code. To that end, so long as any 2026 Bonds are outstanding, the City, with respect to such proceeds and property and such other funds, will comply with applicable requirements of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent such requirements are, at the time, applicable and in effect. The City will establish reasonable procedures necessary to ensure continued compliance with Section 141 of the Code and the continued qualification of 2026 Bonds as “governmental bonds.” The City will not, directly or indirectly, use or permit the use of any proceeds of the 2026 Supplemental Contract, or of any property financed or refinanced thereby, or other funds of the City, or take or omit to take any action, that would cause the 2026 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. To that end, the City will comply with all requirements of Section 148 of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent such requirements are, at the time, in effect and applicable to the 2026 Supplemental Contract and the 2026 Bonds.
The City will not make any use of the proceeds of the 2026 Bonds or any other funds of the City, or take or omit to take another action, which would cause the 2026 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.
Item 8.1
Mountain House Page 136 of 618 -5-
The City shall calculate or cause to be calculated the Excess Investment Earnings in all respects at the times and in the manner required under the Code. The City shall pay the full amount of Excess Investment Earnings to the United States of America in such amounts, at such times and in such manner as may be required under the Code. Such payments shall be made by the City from any source of legally available funds of the City.
The City shall not use the proceeds of the 2026 Bonds in any manner which will cause the 2026 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.
The City covenants that it will comply with the provisions of the 2026 Tax Certificate, which is incorporated herein as if fully set forth herein. These covenants will survive payment in full or discharge of the 2026 Bonds and the 2026 Payments.
SECTION 2.07. Terms of the 2026 Supplemental Contract Subject to the Master Contract. Every term and condition contained in the Master Contract will apply to the 2026 Supplemental Contract with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to the 2026 Supplemental Contract, including conforming provisions thereof to reflect that the 2026 Payments are Subordinate Obligations, meaning the pledge of Pledged Facility Component Revenues for payment of the 2026 Payments is subordinate to the pledge of Pledged Facility Component Revenues for payment of the 2026 Payments and all other Parity Obligations.
SECTION 2.08. Assignment of the 2026 Supplemental Contract. The City hereby acknowledges that the Authority, for good and valuable consideration, has transferred, assigned and sent over to the 2026 Trustee, pursuant to the provisions of the 2026 Trust Agreement, all of the 2026 Payments and any and all rights and privileges it has under the Master Contract and hereunder. The 2026 Trustee will not assume any responsibility for any duties or covenants or warranties of the Authority hereunder.
SECTION 2.09. Continuing Disclosure. The City agrees and covenants that it will comply with and carry out all of the provisions of the 2026 Continuing Disclosure Certificate.
Notwithstanding any other provision of the 2026 Supplemental Contract, failure of the City to comply with the 2026 Continuing Disclosure Certificate shall not be considered an Event of Default under the Master Contractor the 2026 Trust Agreement; provided, that the 2026 Trustee may (and, at the request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the Holders of at least 25% in aggregate principal amount of Outstanding 2026 Bonds and upon being provided with indemnification reasonably acceptable to it, shall) or any holder or beneficial owner of the 2026 Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under the 2026 Continuing Disclosure Certificate.
SECTION 2.10. [Reserved]
SECTION 2.11. 2026 Reserve Account. Pursuant to Section 2.04(B) of the Master Contract, after making the deposits as set forth in Section 2.04(A) of the Master Contract and payment of debt service on all Subordinate Obligations, on or before the 5th day before the last Business Day of each month, the City shall, from the remaining moneys in the Wastewater Revenue Fund, thereafter, without preference or priority, and in the event of any insufficiency of Item 8.1
Mountain House Page 137 of 618 -6-
such moneys ratably without any discrimination or preference, transfer to the 2026 Trustee as provided in the 2026 Trust Agreement that sum, if any, necessary to make up any deficiency in the 2026 Reserve Account or otherwise replenish the 2026 Reserve Account for any withdrawals to pay the 2026 Payments due hereunder and necessary to restore the 2026 Reserve Account to the reserve requirement therefor; provided, that payments to restore the 2026 Reserve Account after a withdrawal may be made in monthly installments equal to 1/12 of the aggregate amount needed to restore the 2026 Reserve Account to the reserve requirement as of the date of the withdrawal. The City’s obligation to replenish the 2026 Reserve Account shall be limited to draws on the 2026 Reserve Account relating to the Wastewater System. To the extent that draws on the 2026 Reserve Account are from a Qualified Reserve Account Credit Instrument as permitted under the terms of the 2026 Trust Agreement, transfers hereunder to restore the 2026 Reserve Account shall be made to reimburse the provider of such Qualified Reserve Account Credit Instrument.
In lieu of making a cash deposit to the 2026 Reserve Account, on the date of issuance of the 2026 Bonds, the City shall cause to be delivered to the 2026 Trustee under the 2026 Trust Agreement a Qualified Reserve Account Credit Instrument issued by ________________ securing the reserve requirement with respect to the 2026 Bonds allocable to the Wastewater System. Repayment of any draw under any such Qualified Reserve Account Credit Instrument, and any expenses and accrued interest related to such draw (collectively the “Policy Costs”) shall be paid from Pledged Facility Component Revenues as a Subordinate Obligation in accordance with Exhibit C of the 2026 Trust Agreement and Section 3.05 hereof. In the event that such Qualified Reserve Account Credit Instrument for any reason lapses or expires, the City shall have no obligation to replace the lapsed or expired surety with cash or another Qualified Reserve Account Credit Instrument.
ARTICLE III
ADDITIONAL COVENANTS OF THE CITY
SECTION 3.01. Amendments of Master Contract.
(a) 2020 Prior Amendments of Master Contract. Pursuant to the 2020 Supplemental Contract:
(i) Provisions were added to the Master Contract to provide for issuance of Subordinate Parity Obligations;
(ii) Provisions were added to the Master Contract to provide for a rate covenant with respect to Subordinate Parity Obligations; (iii) Section 2.04 of the Master Contract (lockbox) was amended in its entirety;
(iv) Section 3.01(a) of the Master Contract (parity obligations) was amended in its entirety; and
(v) Section 4.12 of the Master Contract (operations and maintenance covenant) was amended to add subsection (c).
Item 8.1
Mountain House Page 138 of 618 -7-
(b) 2023 Prior Amendments of Master Contract. Pursuant to the 2023 Supplemental Contract Sections 3.01 and 3.02 were replaced with the following section:
(i) Section 3.01 (“Conditions for Execution of Parity Obligations”) and Section 3.02 (“Procedure for the Execution of Parity Obligations”) of the Master Contract are deleted. So long as any Parity Obligations that are currently outstanding remain Outstanding, the City covenants not to issue additional Parity Obligations, including Parity Obligations issued to refund all or a portion of any Outstanding Parity Obligation.
This provision does not impose any limitation on the issuance of Subordinate Parity Obligations which move to a senior lien position upon payment in full of all Outstanding Parity Obligations.
(c) 2026 Amendments of Master Contract. (i) As a result of the 2026 Trust Agreement including issuance of capital appreciation bonds, the following defined term is replaced with the following:
“Annual Debt Service” means, for the Current Interest Bonds, for each Fiscal Year, either, (i) the sum of (1) the interest falling due on all Outstanding Bonds in such Fiscal Year, assuming that all payments of principal are paid as scheduled, and (2) the scheduled payments of principal of the Outstanding Bonds, payable in such Fiscal Year, or (ii) for purposes of the applicable Reserve Account Requirement, the scheduled payments of installment payments under the applicable 2026 Supplemental Contract, payable in such Fiscal Year; and for the Capital Appreciation Bonds, for each Fiscal Year, the Maturity Value (as defined in the 2026 Trust Agreement) of the Outstanding Bonds due in such Fiscal Year.
(ii) Due to the change made by the City during 2026 to billing the Pledged Facility Component on the property tax bill, the following defined term is replaced with the following:
“Initial Projected Pledged Facility Component Revenues” means the projection of Pledged Facility Component Revenues for the Initial Fiscal Year determined as follows:
(i) for each month in the Initial Fiscal Year up to and including the calendar month immediately preceding the issuance date of additional Parity Obligations or Subordinate Obligations (or such earlier month within the prior 6-month period chosen by the City), as applicable, the amount of the actual Pledged Facility Component Revenues to be billed by the City for each such month, plus (ii) for the calendar month of such issuance date (or such earlier month within the prior 6-month period chosen by the City) and each remaining month in the Initial Fiscal Year, the Total Billable Units multiplied by the thenapplicable Pledged Facility Component in each such month.
SECTION 3.02. Insurer Provisions. The City hereby acknowledges and agrees that certain provisions required by [[Bond Insurer]] ____________ (as defined in the 2026 Trust Agreement) with respect to the 2026 Bonds are set forth in the 2026 Trust Agreement and include provisions which directly or indirectly obligate or affect the City; such provisions are hereby incorporated by reference herein and are accepted and agreed to by the City.
Item 8.1
Mountain House Page 139 of 618 2026 Supplemental Installment Purchase Contract (Wastewater System) dated as of November 1, 2026] IN WITNESS WHEREOF, the parties hereto have executed and attested the 2026 Supplemental Installment Purchase Contract by their officers thereunto duly authorized as of the day and year first written above.
CITY OF MOUNTAIN HOUSE
By:
City Manager
ATTEST:
By:
City Clerk
MOUNTAIN HOUSE FINANCING AUTHORITY
By:
Executive Director
ATTEST:
By:
Secretary of the Board
Item 8.1
Mountain House Page 140 of 618 A-1
EXHIBIT A
Schedule of 2026 Payments
(2026 Project)
(Wastewater System)
Principal Amount: $______________
Payment
Date*
Principal
Component
Interest
Component
Total 2026
Payment
* Each 2026 Payment Date is one Business Day prior to the indicated date.
Item 8.1
Mountain House Page 141 of 618 Jones Hall Draft 9.29.26
2026 SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT
(WATER SYSTEM)
by and between
CITY OF MOUNTAIN HOUSE
and
MOUNTAIN HOUSE FINANCING AUTHORITY
Dated as of November 1, 2026
Relating to the
$______________
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BONDS
SUBORDINATE SERIES 2026
Item 8.1
Mountain House Page 142 of 618 -iTABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. .................................................................................................1
ARTICLE II
TERMS OF THE 2026 SUPPLEMENTAL CONTRACT
SECTION 2.01. Authority for the 2026 Supplemental Contract ...........................................3 SECTION 2.02. Purpose of the 2026 Supplemental Contract. ............................................3 SECTION 2.03. Payment of the 2026 Supplemental Contract. ...........................................3 SECTION 2.04. Payment of 2026 Payments.......................................................................3 SECTION 2.05. Prepayment of 2026 Payments..................................................................4 SECTION 2.06. Tax Covenants...........................................................................................4 SECTION 2.07. Terms of the 2026 Supplemental Contract Subject to the Master Contract. ........................................................................................5 SECTION 2.08. Assignment of the 2026 Supplemental Contract........................................5 SECTION 2.09. Continuing Disclosure. ...............................................................................5 SECTION 2.10. [Reserved]. ................................................................................................5 SECTION 2.11. 2026 Reserve Account...............................................................................5
ARTICLE III
ADDITIONAL COVENANTS OF THE CITY
SECTION 3.01. Amendments of Master Contract ...............................................................6 SECTION 3.02. Insurer Provisions ......................................................................................7 EXHIBIT A SCHEDULE OF 2026 PAYMENTS
Item 8.1
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2026 SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT
(WATER SYSTEM)
This 2026 Supplemental Installment Purchase Contract (Water System) (the “2026 Supplemental Contract”), dated as of November 1, 2026, is between the City of Mountain House, a general law city duly organized and existing under and by virtue of the laws of the State of California (the “City”), and the Mountain House Financing Authority, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”).
W I T N E S S E T H:
WHEREAS, the City, as successor to the Mountain House Community Services District, and the Authority have entered into a Master Installment Purchase Contract (Water System), dated as of December 1, 2019 (the “Master Contract”), a 2019 Supplemental Contract thereto, dated as of December 1, 2019 (the “2019 Supplemental Contract”), a 2020 Supplemental Contract thereto, dated as of October 1, 2020 (the “2020 Supplemental Contract”), and a 2023 Supplemental Contract, dated as of May 1, 2023 (the “2023 Supplemental Contract” and together with the 2020 Supplemental Contract, the “Prior Supplemental Contracts), pursuant to which the Authority has agreed to assist the City by financing and refinancing certain additions, betterments, extensions and improvements to the Water System; and WHEREAS, the City and the Authority desire to finance costs of certain improvements to the Water System, and in connection therewith to enter into this 2026 Supplemental Contract pursuant to the Master Contract; and
WHEREAS, the City has determined that the foregoing is necessary and proper for City purposes; and
WHEREAS, the City and the Authority have determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this 2026 Supplemental Contract do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this 2026 Supplemental Contract.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE
MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER
VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AND SUPPLEMENT THE MASTER CONTRACT AS FOLLOWS:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in Section 1.01 of the Master Contract or in this section will for all purposes hereof and of any opinion or report or other document mentioned herein or therein have the meanings defined herein or therein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Further, effective July 1, 2025 the City was incorporated as the successor to the District and references to the District, including references Item 8.1
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to its officers, in the Master Contract and Prior Supplemental Contracts shall be construed as references to the City and its corresponding officers.
“Subordinate Obligations” or “Subordinate Parity Obligations” means the 2020B Payments, 2023 Payments, 2026 Payments, and all other Supplemental Contracts or other obligations entered into by the City, the payment of which are secured by a subordinate lien on Pledged Facility Component Revenues created under the Master Contract and are payable on a parity with the 2026 Payments.
“2026 Bonds” means the “Mountain House Financing Authority Utility Systems Revenue Bonds, Subordinate Series 2026,” issued by the Authority pursuant to the 2026 Trust Agreement.
“2026 Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate, executed by the City and dated the date of the original issuance of the 2026 Bonds as originally executed and as it may be amended from time to time in accordance with the terms thereof.
“2026 Payment Date” means the Business Day before each Interest Payment Date and each Principal Payment Date on which interest and/or principal on the 2026 Bonds become due (whether at maturity or because of optional redemption or acceleration), under the 2026 Trust Agreement.
“2026 Payments” means the Payments set forth in Exhibit A hereto. “2026 Project” means the capital improvements to the Water System financed by the 2026 Bonds attributable to the Water System, as described in the 2026 Tax Certificate. “2026 Reserve Account” means the reserve account established by the 2026 Trustee under the 2026 Trust Agreement with respect to the Water System. “2026 Supplemental Contract” means this 2026 Supplemental Installment Purchase Contract, dated as of November 1, 2026, by and between the City and the Authority, as originally executed and as it may from time to time be amended or supplemented in accordance herewith.
“2026 Tax Certificate” means the Tax and Non-Arbitrage Certificate concerning certain matters pertaining to the use and investment of proceeds of the 2026 Bonds executed and delivered by the City on the date of initial delivery of the 2026 Bonds, including any and all exhibits attached thereto.
“2026 Trust Agreement” means that certain Trust Agreement, dated as of November 1, 2026, by and between the Authority and the 2026 Trustee, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. “2026 Trustee” means Computershare Trust Company, N.A. or any successor trustee under the 2026 Trust Agreement and 2026 Trust Agreement.
ARTICLE II
TERMS OF THE 2026 SUPPLEMENTAL CONTRACT
Item 8.1
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SECTION 2.01. Authority for the 2026 Supplemental Contract. The City has reviewed all proceedings heretofore taken relative to the authorization of the 2026 Supplemental Contract and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen or be performed precedent to and in connection with the execution hereof do exist, have happened and have been performed in due time, form and manner as required by law, and the City is now duly authorized, pursuant to each and every requirement of law, to execute and enter into the 2026 Supplemental Contract in the manner and form provided herein to finance the 2026 Project.
SECTION 2.02. Purpose of the 2026 Supplemental Contract. The City agrees to acquire the 2026 Project from the Authority pursuant to the terms hereof, to cause the acquisition of the 2026 Project as agent for the Authority in accordance with Section 2.01 of the Master Contract and in accordance with the terms hereof and of the 2026 Trust Agreement. All right, title and interest in and to each such completed component of the 2026 Project shall vest in the City without any further action by the City or the Authority. Proceeds of the 2026 Bonds shall be deposited into a separate account of the Water Facility Fund (as such term is defined in the Project Acquisition Agreements), to finance the acquisition and construction of the 2026 Project. Earnings on such separate account shall be used for the 2026 Project and any excess in account upon completion of the 2026 Project shall be used for payment of the 2026 Payments. As consideration for the sale, assignment and transfer by the Authority to the City of all of the Authority’s right, title and interest in the 2026 Project being acquired hereunder, the City has agreed to pay to the Authority the 2026 Payments. The purchase price to be paid by the City to the Authority hereunder is the sum of the principal amount of the City’s obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount from the date hereof over the term hereof, subject to prepayment as provided in Section 2.05.
SECTION 2.03. Payment of the 2026 Supplemental Contract. In accordance with the timing and subject to the conditions set forth in the Master Contract and the schedule attached hereto as Exhibit A, the City will, from the money in the Water Revenue Fund, deposit (or caused to be deposited) with the 2026 Trustee pursuant to the 2026 Trust Agreement, a sum equal to the amount of the interest and principal components of the 2026 Payments becoming due and payable under this 2026 Supplemental Contract, net of any amounts then on deposit with the 2026 Trustee under the 2026 Trust Agreement.
SECTION 2.04. Payment of 2026 Payments. The City will, subject to any rights of prepayment provided in Section 2.05 hereof, pay the Authority as a portion of the purchase price for the 2026 Project and as a Subordinate Obligation under the Master Contract, the sum of $______________, without offset or deduction of any kind, by paying the principal installments of the 2026 Payments in accordance with the payment schedule set forth in Exhibit A attached hereto and incorporated herein, together with interest installments of the 2026 Payments, which interest installments will be paid in the amounts and on the 2026 Payment Dates in accordance with Section 2.05 hereof and the interest payment schedule set forth in Exhibit A attached hereto and incorporated herein, and which interest will constitute interest paid on the principal amount of the City’s obligations hereunder.
The obligation of the City to pay the 2026 Payments is a Subordinate Obligation as defined in the Master Contract, and, subject to Section 7.01 of the Master Contract, absolute and unconditional, and until such time as the 2026 Payments will have been paid in full (or provision for the payment thereof will have been made pursuant to Article VI of the Master Contract), the City will not discontinue or suspend any 2026 Payments required to be paid by it Item 8.1
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under this section when due, whether or not the Water System or any part thereof (including any Project) is operating or operable, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part, and such payments will not be subject to reduction whether by offset, abatement or otherwise and will not be conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever.
SECTION 2.05. Prepayment of 2026 Payments. The City may elect to pay all or part of the 2026 Payments, on the same terms as set forth in Section 2.03 of the 2026 Trust Agreement for optional redemption of the 2026 Bonds or the 2026 Bonds. Notwithstanding any such redemption, the City will not be relieved of its obligations hereunder until all of the respective series of 2026 Bonds have been fully paid and retired (or provision for payment thereof has been made as provided in Section 8.01 of the 2026 Trust Agreement).
SECTION 2.06. Tax Covenants. The City hereby covenants it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the 2026 Bonds under Section 103 of the Code. The City will not, directly or indirectly, use or permit the use of proceeds of the 2026 Bonds or any of the property financed or refinanced with proceeds of the 2026 Bonds, or any portion thereof, by any person other than a governmental unit (as such term is used in Section 141 of the Code), in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of the interest on the 2026 Bonds.
The City will not take any action, or fail to take any action, if any such action or failure to take action would cause the 2026 Bonds to be “private activity bonds” within the meaning of Section 141 of the Code, and in furtherance thereof, will not make any use of the proceeds of the 2026 Supplemental Contract or any of the property financed or refinanced with proceeds of the 2026 Supplemental Contract, or any portion thereof, or any other funds of the City, that would cause any of the 2026 Bonds or other obligations delivered in connection with the 2026 Supplemental Contract to be “private activity bonds” within the meaning of Section 141 of the Code. To that end, so long as any 2026 Bonds are outstanding, the City, with respect to such proceeds and property and such other funds, will comply with applicable requirements of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent such requirements are, at the time, applicable and in effect. The City will establish reasonable procedures necessary to ensure continued compliance with Section 141 of the Code and the continued qualification of 2026 Bonds as “governmental bonds.” The City will not, directly or indirectly, use or permit the use of any proceeds of the 2026 Supplemental Contract, or of any property financed or refinanced thereby, or other funds of the City, or take or omit to take any action, that would cause the 2026 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. To that end, the City will comply with all requirements of Section 148 of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent such requirements are, at the time, in effect and applicable to the 2026 Supplemental Contract and the 2026 Bonds.
The City will not make any use of the proceeds of the 2026 Bonds or any other funds of the City, or take or omit to take another action, which would cause the 2026 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.
The City shall calculate or cause to be calculated the Excess Investment Earnings in all respects at the times and in the manner required under the Code. The City shall pay the full amount of Excess Investment Earnings to the United States of America in such amounts, at Item 8.1
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such times and in such manner as may be required under the Code. Such payments shall be made by the City from any source of legally available funds of the City.
The City shall not use the proceeds of the 2026 Bonds in any manner which will cause the 2026 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.
The City covenants that it will comply with the provisions of the 2026 Tax Certificate, which is incorporated herein as if fully set forth herein. These covenants will survive payment in full or discharge of the 2026 Bonds and the 2026 Payments.
SECTION 2.07. Terms of the 2026 Supplemental Contract Subject to the Master Contract. Every term and condition contained in the Master Contract will apply to the 2026 Supplemental Contract with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to the 2026 Supplemental Contract, including conforming provisions thereof to reflect that the 2026 Payments are Subordinate Obligations, meaning the pledge of Pledged Facility Component Revenues for payment of the 2026 Payments is subordinate to the pledge of Pledged Facility Component Revenues for payment of the 2026 Payments and all other Parity Obligations.
SECTION 2.08. Assignment of the 2026 Supplemental Contract. The City hereby acknowledges that the Authority, for good and valuable consideration, has transferred, assigned and sent over to the 2026 Trustee, pursuant to the provisions of the 2026 Trust Agreement, all of the 2026 Payments and any and all rights and privileges it has under the Master Contract and hereunder. The 2026 Trustee will not assume any responsibility for any duties or covenants or warranties of the Authority hereunder.
SECTION 2.09. Continuing Disclosure. The City agrees and covenants that it will comply with and carry out all of the provisions of the 2026 Continuing Disclosure Certificate.
Notwithstanding any other provision of the 2026 Supplemental Contract, failure of the City to comply with the 2026 Continuing Disclosure Certificate shall not be considered an Event of Default under the Master Contractor the 2026 Trust Agreement; provided, that the 2026 Trustee may (and, at the request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the Holders of at least 25% in aggregate principal amount of Outstanding 2026 Bonds and upon being provided with indemnification reasonably acceptable to it, shall) or any holder or beneficial owner of the 2026 Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under the 2026 Continuing Disclosure Certificate.
SECTION 2.10. [Reserved]
SECTION 2.11. 2026 Reserve Account. Pursuant to Section 2.04(B) of the Master Contract, after making the deposits as set forth in Section 2.04(A) of the Master Contract and payment of debt service on all Subordinate Obligations, on or before the 5th day before the last Business Day of each month, the City shall, from the remaining moneys in the Water Revenue Fund, thereafter, without preference or priority, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, transfer to the 2026 Trustee as provided in the 2026 Trust Agreement that sum, if any, necessary to make up any deficiency in the 2026 Reserve Account or otherwise replenish the 2026 Reserve Account for any Item 8.1
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withdrawals to pay the 2026 Payments due hereunder and necessary to restore the 2026 Reserve Account to the reserve requirement therefor; provided, that payments to restore the 2026 Reserve Account after a withdrawal may be made in monthly installments equal to 1/12 of the aggregate amount needed to restore the 2026 Reserve Account to the reserve requirement as of the date of the withdrawal. The City’s obligation to replenish the 2026 Reserve Account shall be limited to draws on the 2026 Reserve Account relating to the Water System. To the extent that draws on the 2026 Reserve Account are from a Qualified Reserve Account Credit Instrument as permitted under the terms of the 2026 Trust Agreement, transfers hereunder to restore the 2026 Reserve Account shall be made to reimburse the provider of such Qualified Reserve Account Credit Instrument.
In lieu of making a cash deposit to the 2026 Reserve Account, on the date of issuance of the 2026 Bonds, the City shall cause to be delivered to the 2026 Trustee under the 2026 Trust Agreement a Qualified Reserve Account Credit Instrument issued by ________________ securing the reserve requirement with respect to the 2026 Bonds allocable to the Water System.
Repayment of any draw under any such Qualified Reserve Account Credit Instrument, and any expenses and accrued interest related to such draw (collectively the “Policy Costs”) shall be paid from Pledged Facility Component Revenues as a Subordinate Obligation in accordance with Exhibit C of the 2026 Trust Agreement and Section 3.05 hereof. In the event that such Qualified Reserve Account Credit Instrument for any reason lapses or expires, the City shall have no obligation to replace the lapsed or expired surety with cash or another Qualified Reserve Account Credit Instrument.
ARTICLE III
ADDITIONAL COVENANTS OF THE CITY
SECTION 3.01. Amendments of Master Contract.
(a) 2020 Prior Amendments of Master Contract. Pursuant to the 2020 Supplemental Contract:
(i) Provisions were added to the Master Contract to provide for issuance of Subordinate Parity Obligations;
(ii) Provisions were added to the Master Contract to provide for a rate covenant with respect to Subordinate Parity Obligations; (iii) Section 2.04 of the Master Contract (lockbox) was amended in its entirety;
(iv) Section 3.01(a) of the Master Contract (parity obligations) was amended in its entirety; and
(v) Section 4.12 of the Master Contract (operations and maintenance covenant) was amended to add subsection (c).
(b) 2023 Prior Amendments of Master Contract. Pursuant to the 2023 Supplemental Contract Sections 3.01 and 3.02 were replaced with the following section:
Item 8.1
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(i) Section 3.01 (“Conditions for Execution of Parity Obligations”) and Section 3.02 (“Procedure for the Execution of Parity Obligations”) of the Master Contract are deleted. So long as any Parity Obligations that are currently outstanding remain Outstanding, the City covenants not to issue additional Parity Obligations, including Parity Obligations issued to refund all or a portion of any Outstanding Parity Obligation.
This provision does not impose any limitation on the issuance of Subordinate Parity Obligations which move to a senior lien position upon payment in full of all Outstanding Parity Obligations.
(c) 2026 Amendments of Master Contract. (i) As a result of the 2026 Trust Agreement including issuance of capital appreciation bonds, the following defined term is replaced with the following:
“Annual Debt Service” means, for the Current Interest Bonds, for each Fiscal Year, either, (i) the sum of (1) the interest falling due on all Outstanding Bonds in such Fiscal Year, assuming that all payments of principal are paid as scheduled, and (2) the scheduled payments of principal of the Outstanding Bonds, payable in such Fiscal Year, or (ii) for purposes of the applicable Reserve Account Requirement, the scheduled payments of installment payments under the applicable 2026 Supplemental Contract, payable in such Fiscal Year; and for the Capital Appreciation Bonds, for each Fiscal Year, the Maturity Value (as defined in the 2026 Trust Agreement) of the Outstanding Bonds due in such Fiscal Year.
(ii) Due to the change made by the City during 2026 to billing the Pledged Facility Component on the property tax bill, the following defined term is replaced with the following:
“Initial Projected Pledged Facility Component Revenues” means the projection of Pledged Facility Component Revenues for the Initial Fiscal Year determined as follows:
(i) for each month in the Initial Fiscal Year up to and including the calendar month immediately preceding the issuance date of additional Parity Obligations or Subordinate Obligations (or such earlier month within the prior 6-month period chosen by the City), as applicable, the amount of the actual Pledged Facility Component Revenues to be billed by the City for each such month, plus (ii) for the calendar month of such issuance date (or such earlier month within the prior 6-month period chosen by the City) and each remaining month in the Initial Fiscal Year, the Total Billable Units multiplied by the thenapplicable Pledged Facility Component in each such month.
SECTION 3.02. Insurer Provisions. The City hereby acknowledges and agrees that certain provisions required by [[Bond Insurer]] ____________ (as defined in the 2026 Trust Agreement) with respect to the 2026 Bonds are set forth in the 2026 Trust Agreement and include provisions which directly or indirectly obligate or affect the City; such provisions are hereby incorporated by reference herein and are accepted and agreed to by the City.
Item 8.1
Mountain House Page 150 of 618 2026 Supplemental Installment Purchase Contract (Water System) dated as of November 1, 2026] IN WITNESS WHEREOF, the parties hereto have executed and attested the 2026 Supplemental Installment Purchase Contract by their officers thereunto duly authorized as of the day and year first written above.
CITY OF MOUNTAIN HOUSE
By:
City Manager
ATTEST:
By:
City Clerk
MOUNTAIN HOUSE FINANCING AUTHORITY
By:
Executive Director
ATTEST:
By:
Secretary of the Board
Item 8.1
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EXHIBIT A
Schedule of 2026 Payments
(2026 Project)
(Water System)
Principal Amount: $______________
Payment
Date*
Principal
Component
Interest
Component
Total 2026
Payment
* Each 2026 Payment Date is one Business Day prior to the indicated date.
Item 8.1
Mountain House Page 152 of 618 Jones Hall Draft 9.28.26
2026 SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT
(STORM DRAIN SYSTEM)
by and between
CITY OF MOUNTAIN HOUSE
and
MOUNTAIN HOUSE FINANCING AUTHORITY
Dated as of November 1, 2026
Relating to the
$______________
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BONDS
SUBORDINATE SERIES 2026
Item 8.1
Mountain House Page 153 of 618 -iTABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. .................................................................................................1
ARTICLE II
TERMS OF THE 2026 SUPPLEMENTAL CONTRACT
SECTION 2.01. Authority for the 2026 Supplemental Contract ...........................................3 SECTION 2.02. Purpose of the 2026 Supplemental Contract. ............................................3 SECTION 2.03. Payment of the 2026 Supplemental Contract. ...........................................3 SECTION 2.04. Payment of 2026 Payments.......................................................................3 SECTION 2.05. Prepayment of 2026 Payments..................................................................4 SECTION 2.06. Tax Covenants...........................................................................................4 SECTION 2.07. Terms of the 2026 Supplemental Contract Subject to the Master Contract. ........................................................................................5 SECTION 2.08. Assignment of the 2026 Supplemental Contract........................................5 SECTION 2.09. Continuing Disclosure. ...............................................................................5 SECTION 2.10. [Reserved]. ................................................................................................5 SECTION 2.11. 2026 Reserve Account...............................................................................5
ARTICLE III
ADDITIONAL COVENANTS OF THE CITY
SECTION 3.01. Amendments of Master Contract ...............................................................6 SECTION 3.02. Insurer Provisions ......................................................................................7 EXHIBIT A SCHEDULE OF 2026 PAYMENTS
Item 8.1
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2026 SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT
(STORM DRAIN SYSTEM)
This 2026 Supplemental Installment Purchase Contract (Storm Drain System) (the “2026 Supplemental Contract”), dated as of November 1, 2026, is between the City of Mountain House, a general law city duly organized and existing under and by virtue of the laws of the State of California (the “City”), and the Mountain House Financing Authority, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”).
W I T N E S S E T H:
WHEREAS, the City, as successor to the Mountain House Community Services District, and the Authority have entered into a Master Installment Purchase Contract (Storm Drain System), dated as of December 1, 2019 (the “Master Contract”), a 2019 Supplemental Contract thereto, dated as of December 1, 2019 (the “2019 Supplemental Contract”), a 2020 Supplemental Contract thereto, dated as of October 1, 2020 (the “2020 Supplemental Contract”), and a 2023 Supplemental Contract, dated as of May 1, 2023 (the “2023 Supplemental Contract” and together with the 2020 Supplemental Contract, the “Prior Supplemental Contracts), pursuant to which the Authority has agreed to assist the City by financing and refinancing certain additions, betterments, extensions and improvements to the Storm Drain System; and
WHEREAS, the City and the Authority desire to finance costs of certain improvements to the Storm Drain System, and in connection therewith to enter into this 2026 Supplemental Contract pursuant to the Master Contract; and
WHEREAS, the City has determined that the foregoing is necessary and proper for City purposes; and
WHEREAS, the City and the Authority have determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this 2026 Supplemental Contract do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this 2026 Supplemental Contract.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE
MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER
VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AND SUPPLEMENT THE MASTER CONTRACT AS FOLLOWS:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in Section 1.01 of the Master Contract or in this section will for all purposes hereof and of any opinion or report or other document mentioned herein or therein have the meanings defined herein or therein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Further, effective July 1, 2025 the City was Item 8.1
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incorporated as the successor to the District and references to the District, including references to its officers, in the Master Contract and Prior Supplemental Contracts shall be construed as references to the City and its corresponding officers.
“Subordinate Obligations” or “Subordinate Parity Obligations” means the 2020B Payments, 2023 Payments, 2026 Payments, and all other Supplemental Contracts or other obligations entered into by the City, the payment of which are secured by a subordinate lien on Pledged Facility Component Revenues created under the Master Contract and are payable on a parity with the 2026 Payments.
“2026 Bonds” means the “Mountain House Financing Authority Utility Systems Revenue Bonds, Subordinate Series 2026,” issued by the Authority pursuant to the 2026 Trust Agreement.
“2026 Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate, executed by the City and dated the date of the original issuance of the 2026 Bonds as originally executed and as it may be amended from time to time in accordance with the terms thereof.
“2026 Payment Date” means the Business Day before each Interest Payment Date and each Principal Payment Date on which interest and/or principal on the 2026 Bonds become due (whether at maturity or because of optional redemption or acceleration), under the 2026 Trust Agreement.
“2026 Payments” means the Payments set forth in Exhibit A hereto. “2026 Project” means the capital improvements to the Storm Drain System financed by the 2026 Bonds attributable to the Storm Drain System, as described in the 2026 Tax Certificate.
“2026 Reserve Account” means the reserve account established by the 2026 Trustee under the 2026 Trust Agreement with respect to the Storm Drain System. “2026 Supplemental Contract” means this 2026 Supplemental Installment Purchase Contract, dated as of November 1, 2026, by and between the City and the Authority, as originally executed and as it may from time to time be amended or supplemented in accordance herewith.
“2026 Tax Certificate” means the Tax and Non-Arbitrage Certificate concerning certain matters pertaining to the use and investment of proceeds of the 2026 Bonds executed and delivered by the City on the date of initial delivery of the 2026 Bonds, including any and all exhibits attached thereto.
“2026 Trust Agreement” means that certain Trust Agreement, dated as of November 1, 2026, by and between the Authority and the 2026 Trustee, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. “2026 Trustee” means Computershare Trust Company, N.A. or any successor trustee under the 2026 Trust Agreement and 2026 Trust Agreement.
Item 8.1
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ARTICLE II
TERMS OF THE 2026 SUPPLEMENTAL CONTRACT
SECTION 2.01. Authority for the 2026 Supplemental Contract. The City has reviewed all proceedings heretofore taken relative to the authorization of the 2026 Supplemental Contract and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen or be performed precedent to and in connection with the execution hereof do exist, have happened and have been performed in due time, form and manner as required by law, and the City is now duly authorized, pursuant to each and every requirement of law, to execute and enter into the 2026 Supplemental Contract in the manner and form provided herein to finance the 2026 Project.
SECTION 2.02. Purpose of the 2026 Supplemental Contract. The City agrees to acquire the 2026 Project from the Authority pursuant to the terms hereof, to cause the acquisition of the 2026 Project as agent for the Authority in accordance with Section 2.01 of the Master Contract and in accordance with the terms hereof and of the 2026 Trust Agreement. All right, title and interest in and to each such completed component of the 2026 Project shall vest in the City without any further action by the City or the Authority. Proceeds of the 2026 Bonds shall be deposited into a separate account of the Storm Drain Facility Fund (as such term is defined in the Project Acquisition Agreements), to finance the acquisition and construction of the 2026 Project. Earnings on such separate account shall be used for the 2026 Project and any excess in account upon completion of the 2026 Project shall be used for payment of the 2026 Payments. As consideration for the sale, assignment and transfer by the Authority to the City of all of the Authority’s right, title and interest in the 2026 Project being acquired hereunder, the City has agreed to pay to the Authority the 2026 Payments. The purchase price to be paid by the City to the Authority hereunder is the sum of the principal amount of the City’s obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount from the date hereof over the term hereof, subject to prepayment as provided in Section 2.05.
SECTION 2.03. Payment of the 2026 Supplemental Contract. In accordance with the timing and subject to the conditions set forth in the Master Contract and the schedule attached hereto as Exhibit A, the City will, from the money in the Storm Drain Revenue Fund, deposit (or caused to be deposited) with the 2026 Trustee pursuant to the 2026 Trust Agreement, a sum equal to the amount of the interest and principal components of the 2026 Payments becoming due and payable under this 2026 Supplemental Contract, net of any amounts then on deposit with the 2026 Trustee under the 2026 Trust Agreement.
SECTION 2.04. Payment of 2026 Payments. The City will, subject to any rights of prepayment provided in Section 2.05 hereof, pay the Authority as a portion of the purchase price for the 2026 Project and as a Subordinate Obligation under the Master Contract, the sum of $______________, without offset or deduction of any kind, by paying the principal installments of the 2026 Payments in accordance with the payment schedule set forth in Exhibit A attached hereto and incorporated herein, together with interest installments of the 2026 Payments, which interest installments will be paid in the amounts and on the 2026 Payment Dates in accordance with Section 2.05 hereof and the interest payment schedule set forth in Exhibit A attached hereto and incorporated herein, and which interest will constitute interest paid on the principal amount of the City’s obligations hereunder.
The obligation of the City to pay the 2026 Payments is a Subordinate Obligation as defined in the Master Contract, and, subject to Section 7.01 of the Master Contract, absolute and unconditional, and until such time as the 2026 Payments will have been paid in full (or Item 8.1
Mountain House Page 157 of 618 -4-
provision for the payment thereof will have been made pursuant to Article VI of the Master Contract), the City will not discontinue or suspend any 2026 Payments required to be paid by it under this section when due, whether or not the Storm Drain System or any part thereof (including any Project) is operating or operable, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part, and such payments will not be subject to reduction whether by offset, abatement or otherwise and will not be conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever.
SECTION 2.05. Prepayment of 2026 Payments. The City may elect to pay all or part of the 2026 Payments, on the same terms as set forth in Section 2.03 of the 2026 Trust Agreement for optional redemption of the 2026 Bonds or the 2026 Bonds. Notwithstanding any such redemption, the City will not be relieved of its obligations hereunder until all of the respective series of 2026 Bonds have been fully paid and retired (or provision for payment thereof has been made as provided in Section 8.01 of the 2026 Trust Agreement).
SECTION 2.06. Tax Covenants. The City hereby covenants it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the 2026 Bonds under Section 103 of the Code. The City will not, directly or indirectly, use or permit the use of proceeds of the 2026 Bonds or any of the property financed or refinanced with proceeds of the 2026 Bonds, or any portion thereof, by any person other than a governmental unit (as such term is used in Section 141 of the Code), in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of the interest on the 2026 Bonds.
The City will not take any action, or fail to take any action, if any such action or failure to take action would cause the 2026 Bonds to be “private activity bonds” within the meaning of Section 141 of the Code, and in furtherance thereof, will not make any use of the proceeds of the 2026 Supplemental Contract or any of the property financed or refinanced with proceeds of the 2026 Supplemental Contract, or any portion thereof, or any other funds of the City, that would cause any of the 2026 Bonds or other obligations delivered in connection with the 2026 Supplemental Contract to be “private activity bonds” within the meaning of Section 141 of the Code. To that end, so long as any 2026 Bonds are outstanding, the City, with respect to such proceeds and property and such other funds, will comply with applicable requirements of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent such requirements are, at the time, applicable and in effect. The City will establish reasonable procedures necessary to ensure continued compliance with Section 141 of the Code and the continued qualification of 2026 Bonds as “governmental bonds.” The City will not, directly or indirectly, use or permit the use of any proceeds of the 2026 Supplemental Contract, or of any property financed or refinanced thereby, or other funds of the City, or take or omit to take any action, that would cause the 2026 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. To that end, the City will comply with all requirements of Section 148 of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent such requirements are, at the time, in effect and applicable to the 2026 Supplemental Contract and the 2026 Bonds.
The City will not make any use of the proceeds of the 2026 Bonds or any other funds of the City, or take or omit to take another action, which would cause the 2026 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.
Item 8.1
Mountain House Page 158 of 618 -5-
The City shall calculate or cause to be calculated the Excess Investment Earnings in all respects at the times and in the manner required under the Code. The City shall pay the full amount of Excess Investment Earnings to the United States of America in such amounts, at such times and in such manner as may be required under the Code. Such payments shall be made by the City from any source of legally available funds of the City.
The City shall not use the proceeds of the 2026 Bonds in any manner which will cause the 2026 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.
The City covenants that it will comply with the provisions of the 2026 Tax Certificate, which is incorporated herein as if fully set forth herein. These covenants will survive payment in full or discharge of the 2026 Bonds and the 2026 Payments.
SECTION 2.07. Terms of the 2026 Supplemental Contract Subject to the Master Contract. Every term and condition contained in the Master Contract will apply to the 2026 Supplemental Contract with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to the 2026 Supplemental Contract, including conforming provisions thereof to reflect that the 2026 Payments are Subordinate Obligations, meaning the pledge of Pledged Facility Component Revenues for payment of the 2026 Payments is subordinate to the pledge of Pledged Facility Component Revenues for payment of the 2026 Payments and all other Parity Obligations.
SECTION 2.08. Assignment of the 2026 Supplemental Contract. The City hereby acknowledges that the Authority, for good and valuable consideration, has transferred, assigned and sent over to the 2026 Trustee, pursuant to the provisions of the 2026 Trust Agreement, all of the 2026 Payments and any and all rights and privileges it has under the Master Contract and hereunder. The 2026 Trustee will not assume any responsibility for any duties or covenants or warranties of the Authority hereunder.
SECTION 2.09. Continuing Disclosure. The City agrees and covenants that it will comply with and carry out all of the provisions of the 2026 Continuing Disclosure Certificate.
Notwithstanding any other provision of the 2026 Supplemental Contract, failure of the City to comply with the 2026 Continuing Disclosure Certificate shall not be considered an Event of Default under the Master Contractor the 2026 Trust Agreement; provided, that the 2026 Trustee may (and, at the request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the Holders of at least 25% in aggregate principal amount of Outstanding 2026 Bonds and upon being provided with indemnification reasonably acceptable to it, shall) or any holder or beneficial owner of the 2026 Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under the 2026 Continuing Disclosure Certificate.
SECTION 2.10. [Reserved]
SECTION 2.11. 2026 Reserve Account. Pursuant to Section 2.04(B) of the Master Contract, after making the deposits as set forth in Section 2.04(A) of the Master Contract and payment of debt service on all Subordinate Obligations, on or before the 5th day before the last Business Day of each month, the City shall, from the remaining moneys in the Storm Drain Revenue Fund, thereafter, without preference or priority, and in the event of any insufficiency of Item 8.1
Mountain House Page 159 of 618 -6-
such moneys ratably without any discrimination or preference, transfer to the 2026 Trustee as provided in the 2026 Trust Agreement that sum, if any, necessary to make up any deficiency in the 2026 Reserve Account or otherwise replenish the 2026 Reserve Account for any withdrawals to pay the 2026 Payments due hereunder and necessary to restore the 2026 Reserve Account to the reserve requirement therefor; provided, that payments to restore the 2026 Reserve Account after a withdrawal may be made in monthly installments equal to 1/12 of the aggregate amount needed to restore the 2026 Reserve Account to the reserve requirement as of the date of the withdrawal. The City’s obligation to replenish the 2026 Reserve Account shall be limited to draws on the 2026 Reserve Account relating to the Storm Drain System. To the extent that draws on the 2026 Reserve Account are from a Qualified Reserve Account Credit Instrument as permitted under the terms of the 2026 Trust Agreement, transfers hereunder to restore the 2026 Reserve Account shall be made to reimburse the provider of such Qualified Reserve Account Credit Instrument.
In lieu of making a cash deposit to the 2026 Reserve Account, on the date of issuance of the 2026 Bonds, the City shall cause to be delivered to the 2026 Trustee under the 2026 Trust Agreement a Qualified Reserve Account Credit Instrument issued by ________________ securing the reserve requirement with respect to the 2026 Bonds allocable to the Storm Drain System. Repayment of any draw under any such Qualified Reserve Account Credit Instrument, and any expenses and accrued interest related to such draw (collectively the “Policy Costs”) shall be paid from Pledged Facility Component Revenues as a Subordinate Obligation in accordance with Exhibit C of the 2026 Trust Agreement and Section 3.05 hereof. In the event that such Qualified Reserve Account Credit Instrument for any reason lapses or expires, the City shall have no obligation to replace the lapsed or expired surety with cash or another Qualified Reserve Account Credit Instrument.
ARTICLE III
ADDITIONAL COVENANTS OF THE CITY
SECTION 3.01. Amendments of Master Contract.
(a) 2020 Prior Amendments of Master Contract. Pursuant to the 2020 Supplemental Contract:
(i) Provisions were added to the Master Contract to provide for issuance of Subordinate Parity Obligations;
(ii) Provisions were added to the Master Contract to provide for a rate covenant with respect to Subordinate Parity Obligations; (iii) Section 2.04 of the Master Contract (lockbox) was amended in its entirety;
(iv) Section 3.01(a) of the Master Contract (parity obligations) was amended in its entirety; and
(v) Section 4.12 of the Master Contract (operations and maintenance covenant) was amended to add subsection (c).
Item 8.1
Mountain House Page 160 of 618 -7-
(b) 2023 Prior Amendments of Master Contract. Pursuant to the 2023 Supplemental Contract Sections 3.01 and 3.02 were replaced with the following section:
(i) Section 3.01 (“Conditions for Execution of Parity Obligations”) and Section 3.02 (“Procedure for the Execution of Parity Obligations”) of the Master Contract are deleted. So long as any Parity Obligations that are currently outstanding remain Outstanding, the City covenants not to issue additional Parity Obligations, including Parity Obligations issued to refund all or a portion of any Outstanding Parity Obligation.
This provision does not impose any limitation on the issuance of Subordinate Parity Obligations which move to a senior lien position upon payment in full of all Outstanding Parity Obligations.
(c) 2026 Amendments of Master Contract. (i) As a result of the 2026 Trust Agreement including issuance of capital appreciation bonds, the following defined term is replaced with the following:
“Annual Debt Service” means, for the Current Interest Bonds, for each Fiscal Year, either, (i) the sum of (1) the interest falling due on all Outstanding Bonds in such Fiscal Year, assuming that all payments of principal are paid as scheduled, and (2) the scheduled payments of principal of the Outstanding Bonds, payable in such Fiscal Year, or (ii) for purposes of the applicable Reserve Account Requirement, the scheduled payments of installment payments under the applicable 2026 Supplemental Contract, payable in such Fiscal Year; and for the Capital Appreciation Bonds, for each Fiscal Year, the Maturity Value (as defined in the 2026 Trust Agreement) of the Outstanding Bonds due in such Fiscal Year.
(ii) Due to the change made by the City during 2026 to billing the Pledged Facility Component on the property tax bill, the following defined term is replaced with the following:
“Initial Projected Pledged Facility Component Revenues” means the projection of Pledged Facility Component Revenues for the Initial Fiscal Year determined as follows:
(i) for each month in the Initial Fiscal Year up to and including the calendar month immediately preceding the issuance date of additional Parity Obligations or Subordinate Obligations (or such earlier month within the prior 6-month period chosen by the City), as applicable, the amount of the actual Pledged Facility Component Revenues to be billed by the City for each such month, plus (ii) for the calendar month of such issuance date (or such earlier month within the prior 6-month period chosen by the City) and each remaining month in the Initial Fiscal Year, the Total Billable Units multiplied by the thenapplicable Pledged Facility Component in each such month.
SECTION 3.02. Insurer Provisions. The City hereby acknowledges and agrees that certain provisions required by [[Bond Insurer]] ____________ (as defined in the 2026 Trust Agreement) with respect to the 2026 Bonds are set forth in the 2026 Trust Agreement and include provisions which directly or indirectly obligate or affect the City; such provisions are hereby incorporated by reference herein and are accepted and agreed to by the City.
Item 8.1
Mountain House Page 161 of 618 2026 Supplemental Installment Purchase Contract (Storm Drain System) dated as of November 1, 2026] IN WITNESS WHEREOF, the parties hereto have executed and attested the 2026 Supplemental Installment Purchase Contract by their officers thereunto duly authorized as of the day and year first written above.
CITY OF MOUNTAIN HOUSE
By:
City Manager
ATTEST:
By:
City Clerk
MOUNTAIN HOUSE FINANCING AUTHORITY
By:
Executive Director
ATTEST:
By:
Secretary of the Board
Item 8.1
Mountain House Page 162 of 618 A-1
EXHIBIT A
Schedule of 2026 Payments
(2026 Project)
(Storm Drain System)
Principal Amount: $______________
Payment
Date*
Principal
Component
Interest
Component
Total 2026
Payment
* Each 2026 Payment Date is one Business Day prior to the indicated date.
Item 8.1
Mountain House Page 163 of 618 Jones Hall Draft 9.30.26
TRUST AGREEMENT
between
MOUNTAIN HOUSE FINANCING AUTHORITY
and
COMPUTERSHARE TRUST COMPANY, N.A.
as Trustee
Dated as of November 1, 2026
Relating to the
$___________
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BONDS
SUBORDINATE SERIES 2026
Item 8.1
Mountain House Page 164 of 618 -iTABLE OF CONTENTS
ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01 Definitions. ........................................................................................................................2 SECTION 1.02 Equal Security...................................................................................................................9
ARTICLE II
THE BONDS
SECTION 2.01 Authorization of Bonds................................................................................................1110 SECTION 2.02 Terms of the Bonds. ...................................................................................................1110 SECTION 2.03 Redemption of Bonds .................................................................................................1311 SECTION 2.04 Form of Bonds. ...........................................................................................................1513 SECTION 2.05 Execution of Bonds.....................................................................................................1513 SECTION 2.06 Transfer and Payment of Bonds. ................................................................................1513 SECTION 2.07 Exchange of Bonds.....................................................................................................1614 SECTION 2.08 Bond Registration Books. ...........................................................................................1614 SECTION 2.09 Mutilated, Destroyed, Stolen or Lost Bonds. ..............................................................1715 SECTION 2.10 Temporary Bonds. ......................................................................................................1715 SECTION 2.11 Use of Book-Entry System for Bonds. ........................................................................1715 SECTION 2.12 Procedure for the Delivery of Bonds...........................................................................1917
ARTICLE III
PLEDGE OF AUTHORITY REVENUES; FUNDS AND ACCOUNTS
SECTION 3.01 Pledge of Authority Revenues ....................................................................................2018 SECTION 3.02 Deposit of Authority Revenues ...................................................................................2018 SECTION 3.03 Revenue Fund; Interest Account and Principal Account. ...........................................2018 SECTION 3.04 Reserve Fund and Accounts Therein. ........................................................................2119 SECTION 3.05 Costs of Issuance Fund. .............................................................................................2220 SECTION 3.06 Deposit and Investments of Money in Accounts and Funds.......................................2220 SECTION 3.07 Assignment to Trustee, Enforcement of Obligations. .................................................2321
ARTICLE IV
COVENANTS OF THE AUTHORITY AND THE TRUSTEE
SECTION 4.01 Compliance with Trust Agreement..............................................................................2422 SECTION 4.02 Issuance and Payment of Bonds ................................................................................2422 SECTION 4.03 Tax Covenants............................................................................................................2422 SECTION 4.04 Accounting, Records and Reports. .............................................................................2523 SECTION 4.05 Prosecution and Defense of Suits. .............................................................................2624 SECTION 4.06 Enforcement of Contract; Amendments to Contract. ..................................................2624 SECTION 4.07 Further Assurances. ...................................................................................................2624 SECTION 4.08 Bond Insurance...........................................................................................................2624
ARTICLE V
THE TRUSTEE
SECTION 5.01 The Trustee. ...............................................................................................................2825 SECTION 5.02 Liability of Trustee.......................................................................................................2825 SECTION 5.03 Compensation and Indemnification of Trustee. ..........................................................3229 Item 8.1
Mountain House Page 165 of 618 -iiARTICLE VI
AMENDMENT OF THE TRUST AGREEMENT
SECTION 6.01 Amendment of the Trust Agreement...........................................................................3430 SECTION 6.02 Disqualified Bonds. .....................................................................................................3531 SECTION 6.03 Endorsement or Replacement of Bonds After Amendment........................................3531 SECTION 6.04 Amendment by Mutual Consent. ................................................................................3531
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
SECTION 7.01 Events of Default; Acceleration; Waiver of Default .....................................................3632 SECTION 7.02 Remedies Upon Event of Default ...............................................................................3632 SECTION 7.03 Application of Authority Revenues and Other Funds After Default.............................3733 SECTION 7.04 Non-Waiver.................................................................................................................3834 SECTION 7.05 Remedies Not Exclusive.............................................................................................3834 SECTION 7.06 Trustee to Represent Bond Owners ...........................................................................3834 SECTION 7.07 Limitation on Bond Owners’ Right to Sue ...................................................................3834 SECTION 7.08 Absolute Obligation of Authority .................................................................................3935 SECTION 7.09 Termination of Proceedings........................................................................................3935
ARTICLE VIII
DEFEASANCE
SECTION 8.01 Discharge of Trust Agreement....................................................................................4036 SECTION 8.02 Deposit of Money or Securities with Trustee. .............................................................4036 SECTION 8.03 Unclaimed Money. ......................................................................................................4137
ARTICLE IX
MISCELLANEOUS
SECTION 9.01 Benefits of this Trust Agreement Limited to Parties....................................................4238 SECTION 9.02 Successor Is Deemed Included In All References To Predecessor. ..........................4238 SECTION 9.03 Execution of Documents by Owners...........................................................................4238 SECTION 9.04 Waiver of Personal Liability. .......................................................................................4238 SECTION 9.05 Content of Bonds. .......................................................................................................4238 SECTION 9.06. Accounts and Funds, Business Days. ........................................................................4339 SECTION 9.07 Notices........................................................................................................................4339 SECTION 9.08 CUSIP Numbers. ........................................................................................................4440 SECTION 9.09 Article and Section Headings and References. ..........................................................4440 SECTION 9.10 Partial Invalidity...........................................................................................................4440 SECTION 9.11 California Law. ............................................................................................................4440 SECTION 9.12 Execution in Several Counterparts. ............................................................................4541 EXHIBIT A Form of Bonds
EXHIBIT B Provisions Relating to the 2026 Insurance Policy EXHIBIT C Provisions Relating to the 2026 Reserve Policy Item 8.1
Mountain House Page 166 of 618 1 TRUST AGREEMENT
This TRUST AGREEMENT, made and entered into as of November 1, 2026, is between 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 Saint Paul, Minnesota, as trustee (the “Trustee”) and the MOUNTAIN HOUSE FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”).
RECITALS:
WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing under and pursuant to the Joint Exercise of Powers Act (being Sections 6500 et seq. of the Government Code of the State of California) (the “Act”) and a Joint Exercise of Powers Agreement (the “Joint Powers Agreement”), between the Mountain House Community Services City (the “City”) and the California Statewide Communities Development Authority; and WHEREAS, the Act and the Joint Powers Agreement authorize and empower the Authority to assist the City in acquiring and financing and refinancing certain additions, betterments, extensions and improvements to the Systems (defined herein); and WHEREAS, the City, as successor to the Mountain House Community Services District, and the Authority have entered into the Master Contracts (defined herein), pursuant to which the Authority has agreed to assist the City by financing and refinancing certain additions, betterments, extensions and improvements to the Systems; and WHEREAS, the City and the Authority have executed and entered into the 2026 Supplemental Contracts (defined herein) pursuant to which the Authority has agreed to assist the City in financing the cost of additional improvements to each System (the “2026 Project,” as defined in the 2026 Supplemental Contracts) for each of the Systems; and WHEREAS, the City has determined that the consummation of the transactions contemplated in the Master Contracts and the 2026 Supplemental Contracts are necessary and proper for City purposes and are for the common benefit of the City as a whole; and WHEREAS, the Authority is empowered pursuant to the Act to assist the City in financing the 2026 Project by executing and delivering revenue bonds payable from and secured by revenues consisting primarily of payments (the “2026 Payments”) received by the Authority under the 2026 Supplemental Contracts, and to that end the Authority is issuing its “Mountain House Financing Authority Utility Systems Revenue Bonds, Subordinate Series 2026” (the “2026 Bonds”); and
WHEREAS, all rights to receive the 2026 Payments (described herein) have been assigned by the Authority to the Trustee for the benefit of the owners of the 2026 Bonds; and WHEREAS, the Authority has determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this Trust Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the execution and delivery of this Trust Agreement have been in all respects duly authorized.
Item 8.1
Mountain House Page 167 of 618 2 NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants herein, and for other valuable consideration, the parties hereto do hereby covenant and agree, as follows:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section will for all purposes of this Trust Agreement and of any Supplemental Trust Agreement and of the Bonds and of any certificate, opinion, request or other documents herein mentioned, have the meanings herein specified or specified in the Master Contracts. “Accreted Value” means, with respect to any Capital Appreciation Bond, as of the date of calculation, the total amount of principal thereof and interest payable thereon as of any Compounding Date determined solely by reference to the table of Accreted Values set forth on such Capital Appreciation Bond. The Accreted Value of any Capital Appreciation Bond as of any date other than a Compounding Date will be, for each $5,000 principal amount of Capital Appreciation Bonds, determined by straight-line interpolation between the Accreted Value for the immediately preceding compounding date (in relation to the calculation date) and the Accreted Value for the immediately succeeding compounding date (in relation to the calculation date), assuming each year consists of twelve 30-day months. “Accretion Rate” means the rate which, when applied to the initial Denominational Amount of any Capital Appreciation Bond and compounded semiannually on each Compounding Date, produces the Maturity Value of such Capital Appreciation Bond on the maturity date thereof.
“Annual Debt Service” means, for the Current Interest Bonds, for each Fiscal Year, either (i) the sum of (1) the interest falling due on all Outstanding Bonds in such Fiscal Year, assuming that all payments of principal are paid as scheduled, and (2) the scheduled payments of principal of the Outstanding Bonds, payable in such Fiscal Year, or (ii) for purposes of the applicable Reserve Account Requirement, the scheduled payments of installment payments under the applicable 2026 Supplemental Contract, payable in such Fiscal Year; and for the Capital Appreciation Bonds, for each Fiscal Year, the Maturity Value of the Outstanding Bonds due in such Fiscal Year.
“Authority” means the Mountain House Financing Authority, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State. “Authority Revenues” means (a) all of the 2026 Payments, and (b) all interest, profits or other income derived from the investment of amounts in any fund or account established under this Trust Agreement.
“Average Annual Debt Service” means the average Fiscal Year Annual Debt Service over all Fiscal Years during which the Bonds are scheduled to remain Outstanding. “_______” or “Insurer” means ______________, or any successor thereto or assignee thereof, as issuer of the 2026 Insurance Policy and the 2026 Reserve Policy.
Item 8.1
Mountain House Page 168 of 618 3 “Business Day” means any day (other than a Saturday or a Sunday) on which banks in New York, New York are open for business and on which the Trustee is open for business at its corporate trust office in Saint Paul, Minnesota.
“Capital Appreciation Bonds” means the 2026 Bonds, the interest component of which is compounded semiannually on each Compounding Date and is payable in full at maturity as shown in the table of Accreted Value attached to the Capital Appreciation Bond. “Certificate of the Authority” means an instrument in writing signed by the Executive Director or Treasurer of the Authority or by any other officer of the Authority duly authorized by the Authority for that purpose.
“Certificate of the City” means an instrument in writing signed by the General Manager or Administrative Services Director of the City or by any other officer of the City duly authorized by the City for that purpose.
“City” means the city of Mountain House, a general law city duly organized and existing under and by virtue of the laws of the State.
“Closing Date” means ____________, 2026, the date of original issuance and delivery of the Bonds.
“Code” or “Tax Code” means the Internal Revenue Code of 1986, and the regulations issued thereunder, as the same may be amended from time to time, and any successor provisions of law. Reference to a particular section of the Code will be deemed to be a reference to any successor to any such section.
“Compounding Date” means, with respect to any Capital Appreciation Bond, each June 1 and December 1, commencing on June 1, 2027 to and including the date of maturity or redemption of such Capital Appreciation Bond.
“Contract” means each Master Contract, as supplemented by each applicable 2026 Supplemental Contract, and as otherwise amended or supplemented from time to time. “Corporate 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.
“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City or the Authority and related to the authorization, execution and delivery of the Contract, the Trust Agreement and the sale of the Bonds, including, but not limited to, costs of preparation and reproduction of documents, costs of rating agencies and costs to provide information required by rating agencies, filing and recording fees, initial fees and charges of the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, fees and expenses of the underwriter, fees and charges for preparation, execution and safekeeping of the Bonds, fees of the Authority and any other cost, charge or fee in connection with the original execution and delivery of the Bonds.
Item 8.1
Mountain House Page 169 of 618 4 “Current Interest Bonds” means the 2026 Bonds on which the interest is payable on a current basis on each Interest Payment Date.
“Event of Default” means an event described in Section 7.01. “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 Tax Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax 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 Tax 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 or the City and related parties do not own more than a 10% beneficial interest therein if the return paid by the fund is without regard to the source of the investment. “Federal Securities” means direct obligations of, or obligations the interest on and principal of which are unconditionally guaranteed by, the United States of America, including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America and including a receipt, certificate or any other evidence of any ownership interest in such an obligation, or in specified portions thereof (which may consist of specified portions of interest thereon).
“Fiscal Year” means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other annual accounting period hereafter selected and designated by the Authority as its Fiscal Year. The Authority shall notify the Trustee in writing of any change in its Fiscal year.
“Independent Certified Public Accountant” means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State, appointed and paid by the Authority, and who, or each of whom (1) is in fact independent according to the Statement of Auditing Standards No. 1 and not under the domination of the Authority,
(2) does not have a substantial financial interest, direct or indirect, in the operations of the Authority; and
(3) is not connected with the Authority as a member, officer or employee of the Authority, but who may be regularly retained to audit the accounting records of and make reports thereon to the Authority.
“Information Services” means the Municipal Securities Rulemaking Board (in an electronic format as prescribed by the Municipal Securities Rulemaking Board, currently the Electronic Municipal Market Access System, a facility of the Municipal Securities Rulemaking Board, at www.emma.msrb.org); or, in accordance with then current guidelines of the Securities Item 8.1
Mountain House Page 170 of 618 5 and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds as the Authority may designate in writing to the Trustee. “Insurer” or “BAM” means Build America Mutual Assurance Company, or any successor thereto or assignee thereof, as issuer of the 2026 Insurance Policy and the 2026 Reserve Policy.
“Interest Payment Date” means June 1 and December 1 of each year, commencing June 1, 2027.
“Joint Powers Agreement” means that certain Joint Exercise of Powers Agreement, originally entered into as of June 1, 2019, by and between the City and California Statewide Communities Development Authority, as may be amended from time to time. “Maturity Value” means the Accreted Value of any Capital Appreciation Bond on its maturity date.
“Master Contracts” means, collectively, (i) the Master Installment Purchase Contract (Wastewater System), dated as of December 1, 2019, by and between the City and the Authority, (ii) the Master Installment Purchase Contract (Water System), dated as of December 1, 2019, by and between the City and the Authority, and (iii) the Master Installment Purchase Contract (Storm Drain System), dated as of December 1, 2019, by and between the City, as successor, and the Authority, all as supplemented.
“Moody’s” means Moody’s Investors Service, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors or assigns, except that if such corporation will be dissolved or liquidated or will no longer perform the services of a municipal securities rating agency, then the term “Moody’s” will be deemed to refer to any other nationally recognized municipal securities rating agency selected by the Authority. “Opinion of Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, retained by the Authority. “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 6.02) all Bonds theretofore executed, issued and delivered by the Authority under this Trust Agreement except:
(1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation;
(2) Bonds paid or deemed to have been paid within the meaning of Section
8.01; and
(3) Bonds in lieu of or in substitution for which other Bonds will have been executed and delivered by the Authority pursuant hereto. “Owner or Bond Owner” means any person who will be the registered owner of any Outstanding Bond as indicated in the registration books of the Trustee. “Payments” has the meaning ascribed to such term in the respective Master Contracts.
Item 8.1
Mountain House Page 171 of 618 6 “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:
(a) Federal Securities;
(b) Any direct or indirect obligations of an agency or department of the United States of America whose obligations represent the full faith and credit of the United States of America, or which are rated A or better by S&P and Moody’s.
(c) Interest-bearing deposit accounts (including certificates of deposit) in federal or State chartered savings and loan associations or in federal or State of California banks (including the Trustee), provided that: (i) the unsecured obligations of such commercial bank or savings and loan association are rated A or better by S&P and Moody’s; or (ii) such deposits are fully insured by the Federal Deposit Insurance Corporation. (d) Commercial paper rated in the highest short-term rating category by S&P and Moody’s.
(e) Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating in the highest rating category of S&P and Moody’s. (f) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of at least AAAm-G, AAAm or AAm (such funds may include funds for which the Trustee, its affiliates, parent or subsidiaries provide investment advisory or other management services). (g) Obligations the interest on which is excludable from gross income pursuant to Section 103 of the Code and which are either (a) rated A or better by S&P and Moody’s, or (b) fully secured as to the payment of principal and interest by Federal Securities.
(h) Obligations issued by any corporation organized and operating within the United States of America having assets in excess of $500,000,000, which obligations are rated A or better by S&P and Moody’s.
(i) Bonds or notes issued by any state or municipality which are rated by S&P and Moody’s in one of the two highest rating categories assigned by such rating agencies.
(j) Any investment agreement with, or guaranteed by, a financial institution the long-term unsecured obligations or the claims paying ability of which are rated A or better by S&P and Moody’s at the time of initial investment, by the terms of which all amounts invested thereunder are required to be withdrawn and paid to the Trustee in the event such rating at any time falls below A.
Item 8.1
Mountain House Page 172 of 618 7 (k) The Local Agency Investment Fund of the State of California, created pursuant to Section 16429.1 of the California Government Code.
The Trustee shall be entitled to assume that any investment which at the time of purchase is a Permitted Investment remains a Permitted Investment thereafter, absent actual receipt of written notice to the contrary. The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of or investment in such Permitted Investment.
“Principal Account” means the account by that name established pursuant to Section
3.03. “Interest Account” means the account by that name established pursuant to Section
3.03. “Project Acquisition Agreements” means, collectively (1) the Master Acquisition and Reimbursement Agreement, dated August 22, 2000, by and between the City and Trimark Communities, (2) Project Acquisition Agreement No. PAA-I, dated November 30, 2001, by and between the City and Trimark Communities, (3) Project Acquisition Agreement No. PAA-2, dated February 11, 2002, by and between the City and Trimark Communities, (4) Project Acquisition Agreement No. PAA-3, dated December 7, 2004, by and between the City and Trimark Communities, (5) the Master Acquisition and Reimbursement Agreement, dated May 23, 2006, by and between the City and PCCP Mountain House, LLC, and (6) Project Acquisition Agreement No. PAA-5, dated December 12, 2006, by and between CGKL Kamilos Development, all as amended from time to time in accordance with their respective terms, together with any other similar agreements designated by the City. “Qualified Reserve Account Credit Instrument” means (a) the 2026 Reserve Policy and (b) any other irrevocable standby or direct-pay letter of credit, insurance policy, or surety bond issued by a commercial bank or insurance company and deposited with the Trustee, provided that all of the following requirements are met at the time of acceptance thereof by the Trustee:
(i) at the time of issuance of the letter of credit, such letter of credit, insurance policy or surety bond is rated in the top two categories (without regard to modifiers) by either S&P or Moody’s; (ii) such letter of credit, insurance policy or surety bond has a term of at least 12 months; (iii) such letter of credit, insurance policy or surety bond has a stated amount at least equal to the Reserve Account Requirement or, if such letter of credit, insurance policy or surety bond is being provided with respect to only a portion of the Reserve Account Requirement, such letter of credit, insurance policy or surety bond has a stated amount at least equal to that portion of the Reserve Account Requirement with respect to which funds are proposed to be released; and (iv) the Trustee is authorized pursuant to the terms of such letter of credit, insurance policy or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Interest Account or the Principal Account for the purpose of making payments required thereby.
“Rating Agencies” has the meaning ascribed to such term in the Master Contracts. “Record Date” means, with respect to an Interest Payment Date, the 15th day of the month immediately preceding such Interest Payment Date, whether or not such date is a Business Day.
Item 8.1
Mountain House Page 173 of 618 8 “Representation Letter” means the letter of representations to The Depository Trust Company, from the Authority.
“Reserve Account Requirement” means, as of any date of calculation, with respect to each Reserve Account, an amount equal to the lesser of (i) Maximum Annual Debt Service on related 2026 Payments under the applicable 2026 Supplemental Contract, (ii) 125% of Average Annual Debt Service on related 2026 Payments under the applicable 2026 Supplemental Contract, or (iii) 10% of the amount (within the meaning of Section 148 of the Code) of the related 2026 Payments under the applicable 2026 Supplemental Contract. In the event a Qualified Reserve Account Credit Instrument is delivered at any time to meet the entirety of the Reserve Account Requirement (that is, no cash is being deposited or will remain deposited in the Reserve Fund or any Reserve Account therein), then, notwithstanding the foregoing definition, the Reserve Account Requirement will be determined only at the time of the delivery of the Qualified Reserve Account Credit Instrument and will not be subject to increase or decrease at a later date.
“Reserve Accounts” means, as the context requires, the “Wastewater Reserve Account,” “Water Reserve Account” and/or “Storm Drain Reserve Account” established within the Reserve Fund pursuant to Section 3.04 relating to the obligations under each 2026 Supplemental Contract.
“Reserve Fund” means the fund by that name established pursuant to Section 3.04. “Revenue Fund” means the fund by that name established pursuant to Section 3.02. “Responsible Officer” means, when used with respect to the Trustee, any vice president, assistant vice president, senior associate, associate, trust officer or any other officer of the Trustee within its corporate trust office having direct responsibility for the administration of this Trust Agreement, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.
“Securities Depositories” means The Depository Trust Company, or, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the Authority may designate in a Certificate of the Authority to the Trustee. “S&P” means S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC, and its successors or assigns, except that if such entity will be dissolved or liquidated or will no longer perform the services of a municipal securities rating agency, then the term “S&P” will be deemed to refer to any other nationally recognized municipal securities rating agency selected by the Authority.
“State” means the State of California.
“Supplemental Trust Agreement” means any trust agreement then in full force and effect which has been duly executed and delivered by the Authority and the Trustee amendatory hereof or supplemental hereto; but only if and to the extent that such Supplemental Trust Agreement is specifically authorized hereunder.
“Systems” means, collectively, the Wastewater System, Water System and Storm Drain System described in the applicable Master Contract for each such System.
Item 8.1
Mountain House Page 174 of 618 9 “Tax Certificate” or “2026 Tax Certificate” means the Tax and Non-Arbitrage Certificate concerning certain matters pertaining to the use and investment of proceeds of the 2026 Bonds executed and delivered by the City on the date of initial delivery of the 2026 Bonds, including any and all exhibits attached thereto.
“Trust Agreement” or “2026 Trust Agreement” means this Trust Agreement, dated as of November 1, 2026, between the Authority and the Trustee, as originally executed and as it may from time to time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof.
“Trustee” means initially Computershare Trust Company, N.A., and any successors or assigns or other association or corporation, which may at any time be substituted in its place as provided in Section 5.01.
“2026 Bonds” or “Bonds” means the “Mountain House Financing Authority Utility Systems Revenue Bonds, Subordinate Series 2026,” issued by the Authority in accordance with Article II.
“2026 Current Interest Term Bonds” means the 2026 Current Interest Bonds maturing on December 1, _____ and December 1, _____.
“2026 Insurance Policy” means the Municipal Bond Insurance Policy issued by the Insurer that guarantees the schedule payment of principal of and interest on the 2026 Bonds when due.
“2026 Reserve Policy” means the Municipal Bond Debt Service Reserve Insurance Policy relating to the 2026 Bonds issued by the Insurer. “2026 Supplemental Contracts” means, collectively, (i) the 2026 Supplemental Installment Purchase Contract (Wastewater System), dated as of November 1, 2026, by and between the City and the Authority, (ii) the 2026 Supplemental Installment Purchase Contract (Water System), dated as of November 1, 2026, by and between the City and the Authority, and (iii) the 2026 Supplemental Installment Purchase Contract (Storm Drain System), dated as of November 1, 2026, by and between the City and the Authority. “2026 Payments” means the installment payments of interest, principal and redemption premiums, if any, payable by the City under and pursuant to the 2026 Supplemental Contracts. “Written Request of the Authority” means an instrument in writing signed by the Treasurer of the Authority or by any other officer of the Authority duly authorized by the Authority for that purpose.
SECTION 1.02. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Trust Agreement will be deemed to be and will constitute a contract between the Authority and the Owners from time to time of all Bonds authorized, executed and delivered hereunder and then Outstanding to secure the full and final payment of the interest, and principal and redemption premiums, if any, on the Bonds which may from time to time be authorized, executed and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Trustee will be for the equal and proportionate benefit, Item 8.1
Mountain House Page 175 of 618 10 protection and security of all Owners without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, execution or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein.
Item 8.1
Mountain House Page 176 of 618 11 ARTICLE II
THE BONDS
SECTION 2.01. Authorization of Bonds. The 2026 Bonds authorized to be issued by the Authority under and subject to this Trust Agreement shall be designated the “Mountain House Financing Authority Utility Systems Revenue Bonds, Subordinate Series 2026”, and shall be issued in the original principal amount of $______________. The 2026 Bonds are issued as Current Interest Bonds and Capital Appreciation Bonds and will be lettered and numbered in a customary manner as determined by the Trustee.
SECTION 2.02. Terms of the Bonds.
(a) Terms of Current Interest Bonds. The Current Interest Bonds will be dated the Closing Date, will be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. The Current Interest Bonds will be issued only as Term Bonds and as fully registered bonds, without coupons, in the denomination of $5,000 each or any integral multiple thereof, but in an amount not to exceed the aggregate principal amount of Current Interest Bonds maturing in the year of maturity of the Current Interest Bond for which the denomination is specified. The Current Interest Bonds will be dated as of the Closing Date and shall mature on December 1 of each year until final maturity.
Principal on the Current Interest Bonds will be payable on the dates and in the principal amounts and evidencing interest at the rates as set forth in the following schedule:
Maturity Date
(December 1)
Principal
Amount
Interest
Rate
_________
* Insured Bonds
T Term Bond
(b) Terms of Capital Appreciation Bonds. The Capital Appreciation Bonds will be issued in fully registered form without coupons in denominations of $5,000 in Maturity Values or any integral multiple thereof (except that one Capital Appreciation Bond may be issued in a denomination the Maturity Value of which is not an integral multiple of $5,000), maturing on December 1 in each of the years and in the maturity amounts as will be determined upon the sale thereof. Interest on the Capital Appreciation Bonds compounds on each Compounding Date at the respective Accretion Rates to be determined upon the sale thereof, and is payable solely at maturity or upon earlier redemption thereof as hereinafter provided.
Each Capital Appreciation Bond will be dated as of the Closing Date. The Accreted Value of the Capital Appreciation Bonds will be payable solely at maturity or earlier redemption thereof to the Owners thereof upon presentation and surrender thereof at the Office of the Paying Agent. The Accreted Value of the Capital Appreciation Bonds will be payable in lawful money of the United States of America upon presentation and surrender thereof at the Office of the Paying Agent.
The Maturity Dates, Denominational Amounts, Accretion Rates and Maturity Values of the Capital Appreciation Bonds are as follows:
Item 8.1
Mountain House Page 177 of 618 12 Maturity Date
Denominational
Amount Accretion Rate
Maturity
Value
(c) Basis of Interest Calculation.
Current Interest Bonds. Interest on the Current Interest Bonds will be payable in lawful money of the United States of America at the rates (based on a 360-day year of twelve 30-day months) set forth above. Interest on the Current Interest Bonds is payable on Interest Payment Dates in each year to the respective maturity date or redemption prior thereto. The Bonds will bear interest from the Interest Payment Date next preceding the date of execution thereof, unless such date of execution is after a Record Date and on or before the following Interest Payment Date, in which event they will bear interest from such Interest Payment Date, or unless such date of execution is on or before the first Record Date, in which event such Bond will bear interest from the Closing Date.
Capital Appreciation Bonds. The Capital Appreciation Bonds accrete interest from the Closing Date. Interest on the Capital Appreciation Bonds is compounded on each Compounding Date, commencing June 1, 2027. Each Capital Appreciation Bond accretes in value daily over the term to its maturity, from its Denominational Amount on the Closing Date to its Accreted Value on its Maturity Date. The Maturity Value payable on any date shall be determined solely by reference to the Table of Accreted Values attached to each Bond.
The interest portion of the Accreted Value of any Capital Appreciation Bond that is payable on each Maturity Date shall represent interest accreted and coming due on such date.
The 2026 Bonds will be payable in lawful money of the United States of America upon the surrender thereof on the respective maturity date or on redemption prior thereto at the Corporate Trust Office of the Trustee.
“CUSIP” identification numbers will be imprinted on the Bonds, but such numbers will not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto will not constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the City or the Trustee to use such CUSIP numbers in any notice to Owners will not constitute an event of default or any violation of the Authority’s contract with such Owners and will not impair the effectiveness of any such notice.
Item 8.1
Mountain House Page 178 of 618 13 SECTION 2.03. Redemption of Bonds.
(a) Optional Redemption.
The Bonds are subject to optional redemption prior to their respective stated maturity dates, upon notice as hereinafter provided, from prepayment of 2026 Payments made by the City pursuant to the Contracts, as a whole or in part (from such maturity dates as are designated by the Authority to the Trustee at the direction of the City or, if the Authority fails to designate such maturity dates, in inverse order of maturity date and randomly within a maturity date) on any Compounding Date on or after December 1, _____, at a redemption price equal to the principal amount (or, in the case of Capital Appreciation Bonds, the Accreted Value) of the Bonds called for redemption, including accrued and unpaid interest to the redemption date, without premium.
If the Authority elects to redeem 2026 Bonds pursuant to this Section 2.03(a), it will notify the Trustee of the redemption date and the series and principal amount of the 2026 Bonds of each maturity date to be redeemed on such redemption date at least 45 days prior to such redemption date; provided, that the Trustee may, at its option, waive any such notice or accept any notice received at a later date.
(b) Mandatory Sinking Fund Redemption.
The 2026 Current Interest Term Bonds are subject to mandatory redemption in whole, or in part randomly, at a redemption price equal to the principal amount thereof to be redeemed, without premium, plus accrued interest to the date of redemption, in the aggregate respective principal amounts and on December 1 in the years as set forth in the following tables:
Item 8.1
Mountain House Page 179 of 618 14 $__________ 2026 Current Interest Term Bonds
Maturing December 1, ____
Sinking Fund
Redemption Date
(December 1) Principal Amount
(Maturity)
$__________ 2026 Current Interest Term Bonds
Maturing December 1, ____
Sinking Fund
Redemption Date
(December 1) Principal Amount
(Maturity)
If some but not all of the Bonds that are 2026 Current Interest Term Bonds have been optionally redeemed, the total amount of all future sinking fund payments will be reduced by the aggregate principal amount of such 2026 Current Interest Term Bonds so redeemed, to be allocated among such sinking fund payments as determined by the City, which shall notify the Trustee in writing of such determination (and provide the Trustee an updated schedule of sinking fund payments).
(c) Notice of Redemption. Notice of redemption will be mailed by the Trustee, not less than 20 nor more than 60 days prior to the redemption date to (i) the respective Owners of the Bonds designated for redemption at their addresses appearing on the registration books of the Trustee, (ii) the Securities Depositories and (iii) the Information Services. Notice of redemption to the Securities Depositories and the Information Services will be given by registered mail, certified mail, overnight delivery or facsimile transmission or by other acceptable means. Each notice of redemption will state the date of such notice, the redemption price, the place of redemption (including the name and appropriate address of the Trustee), the CUSIP number (if any) of the Bonds to be redeemed, and, if less than all of the Bonds of any one maturity date are to be redeemed, the distinctive bond numbers of the Bonds of such maturity date to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount evidenced and represented thereby to be redeemed. Each such notice will also state that on said date there will become due and payable on each of said Bonds the redemption price thereof and in the case of a Bond to be redeemed in part only, the specified portion of the principal amount evidenced and represented thereby to be redeemed, together with accrued and unpaid interest evidenced and represented thereby to the redemption date, and that from and after such redemption date interest evidenced and represented thereby will cease to accrue, and will require that such Bonds be then surrendered at the address of the Trustee specified in the redemption notice. Failure to receive such notice will not invalidate any of the proceedings taken in connection with such redemption.
Item 8.1
Mountain House Page 180 of 618 15 In the event of redemption of Bonds, the Trustee will mail a notice of redemption upon receipt of a Written Request of the Authority or written notice from the City, may give notice of optional redemption which is conditional upon the Trustee having funds available for the redemption on the date designated for such redemption and which may provide for rescission of the contemplated redemption in the event that funds do not become available.
If notice of redemption has been duly given as aforesaid and money for the payment of the redemption price of the Bonds called for redemption is held by the Trustee, then on the redemption date designated in such notice Bonds so called for redemption will become due and payable, and from and after the date so designated interest on such Bonds will cease to accrue, and the Owners of such Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof.
All Bonds redeemed pursuant to the provisions of this section will be cancelled and destroyed by the Trustee pursuant to its retention policy then in effect and will not be redelivered.
(d) Rescission of Optional Redemption. The Authority shall have the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any such notice of optional redemption shall be canceled 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 Outstanding Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Trust Agreement. Neither the Authority nor the City nor the Trustee shall have any liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent. (e) Purchase in lieu of Redemption. In lieu of redemption of Bonds as provided above, amounts held by the Trustee for such redemption may be applied by the Trustee to the purchase of Bonds at public or private sale as and when and at such prices (including brokerage, accrued interest and other charges) at the direction of the Authority or the City received by the Trustee at least 75 days prior to the selection of the Bonds for redemption, but such purchase price must not exceed the redemption price that would be payable if such Bonds were redeemed.
(f) Manner of Redemption. With respect to the Bonds, if less than all Outstanding Bonds of any particular maturity date are to be redeemed at any one time, the Trustee will select the portions of the Bonds of such maturity date to be redeemed randomly in a manner which the Trustee deems to be fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 denominations and such separate denominations will be treated as separate Bonds that may be separately redeemed.
SECTION 2.04. Form of Bonds. The Bonds will be substantially in the form set forth in Exhibit A hereto attached and by this reference herein incorporated.
SECTION 2.05. Execution of Bonds. The Bonds will be executed by the Executive Director or Treasurer of the Authority, or by any other official of the Authority duly authorized by the Authority for that purpose.
SECTION 2.06. Transfer and Payment of Bonds. Any Bond may, in accordance with its terms, be transferred in the books required to be kept pursuant to the provisions of Section 2.08 Item 8.1
Mountain House Page 181 of 618 16 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond at the Corporate Trust Office of the Trustee for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Trustee. Whenever any Bond or Bonds will be surrendered for transfer, the Trustee will execute and deliver to the transferee a new Bond or Bonds of the same maturity date evidencing and representing a like aggregate principal amount in authorized denominations.
The Trustee will require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer as a condition precedent to the exercise of such privilege. The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
The Trustee may deem and treat the registered owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of the principal and interest and redemption premium, if any, evidenced and represented thereby and for all other purposes, whether such Bond will be overdue or not, and the Trustee will not be affected by any notice or knowledge to the contrary; and payment of the interest and principal and redemption premium, if any, on such Bond will be made only to such registered owner, which payments will be valid and effectual to satisfy and discharge liability on such Bond to the extent of the sum or sums so paid.
The Trustee will not be required to register the transfer of any Bond during the period commencing on the date 15 days preceding the selection of Bonds for redemption and ending on the date of mailing of notice of such redemption, or any Bond which has been selected for redemption in whole or in part, from and after the day of mailing of a notice of redemption of such Bonds selected for redemption in whole or in part as provided in Section 2.03. The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
SECTION 2.07. Exchange of Bonds. Any Bond may be exchanged at the Corporate Trust Office of the Trustee for a Bond evidencing and representing a like aggregate principal amount of Bond of the same maturity date of other authorized denominations. The Trustee will require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange as a condition precedent to the exercise of such privilege.
The Trustee will not be required to exchange any Bond during the period commencing on the date 15 days preceding the selection of Bonds for redemption and ending on the date of mailing of notice of such redemption, or any Bond which has been selected for redemption in whole or in part, from and after the day of mailing of a notice of redemption of such Bonds selected for redemption in whole or in part as provided in Section 2.03.
SECTION 2.08. Bond Registration Books. The Trustee will keep at its Corporate Trust Office sufficient books for the registration and transfer of the Bonds which will at all times be open to inspection by the Authority during regular business hours with reasonable prior notice, Item 8.1
Mountain House Page 182 of 618 17 and upon presentation for such purpose the Trustee will, under such reasonable regulations as it may prescribe, register or transfer the Bonds in such books as hereinabove provided.
SECTION 2.09. Mutilated, Destroyed, Stolen or Lost Bonds. If any Bond will become mutilated, the Trustee, at the expense of the Owner, will thereupon execute and deliver a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee will be cancelled and destroyed pursuant to the Trustee’s retention policy then in effect.
If any Bond 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 the Trustee and indemnity satisfactory to the Trustee will be given, along with compliance with such other reasonable requirements as the Trustee may prescribe, the Trustee, at the expense of the Owner, will thereupon execute and deliver a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen.
The Trustee may require payment of a reasonable sum for each new Bond delivered under this Section 2.09 and of the expenses that may be incurred by the Authority and the Trustee in the premises. Any Bond executed and delivered under the provisions of this section in lieu of any Bond alleged to be lost, destroyed or stolen will be equally and proportionately entitled to the benefits of this Trust Agreement with all other Bonds secured by this Trust Agreement. The Trustee will not be required to treat both the original Bond and any replacement Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be executed and delivered hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and replacement Bond will be treated as one and the same.
SECTION 2.10. Temporary Bonds. The Bonds executed and delivered under this Trust Agreement may be initially executed and delivered 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 Trustee, will be in fully registered form and may contain such reference to any of the provisions of this Trust Agreement as may be appropriate. Every temporary Bond will be executed and delivered by the Authority, upon the same conditions and terms and in substantially the same manner as definitive Bonds.
If the Trustee executes and delivers temporary Bonds it will execute and furnish definitive Bonds and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the Corporate Trust Office of the Trustee, and the Trustee will deliver in exchange for such temporary Bonds definitive Bonds evidencing and representing an equal aggregate principal amount of Bonds of authorized denominations. Until so exchanged, the temporary Bonds will be entitled to the same benefits under this Trust Agreement as definitive Bonds delivered hereunder.
SECTION 2.11. Use of Book-Entry System for Bonds.
(a) The Bonds initially will be delivered in the form of a single executed fully registered Bond for each stated maturity date of the Bonds, representing the aggregate principal amount of the Bonds of such maturity date. Upon initial delivery, the ownership of all such Bonds will be registered in the registration records maintained by the Trustee pursuant to Section 2.08 hereof in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), or such other nominee as DTC will request pursuant to the Representation Letter. The Item 8.1
Mountain House Page 183 of 618 18 Trustee may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price and interest on such Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners hereunder, registering the transfer of Bonds, obtaining any consent or other action to be taken by Owners of the Bonds and for all other purposes whatsoever; and the Trustee will not be affected by any notice to the contrary. Neither the Trustee nor the Authority will have any responsibility or obligation to any Participant (which will mean, for purposes of this section, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the registration records as being an Owner of Bonds, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price or interest on the Bonds (iii) any notice which is permitted or required to be given to Owners of Bonds hereunder, (iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or (v) any consent given or other action taken by DTC as Owner of Bonds. The Trustee will pay all principal, redemption premium, if any, and interest on the Bonds only at the times, to the accounts, at the addresses and otherwise in accordance with the Representation Letter, and all such payments will be valid and effective to satisfy fully and discharge the principal, redemption premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of its then existing nominee, the Bonds will be transferable to such new nominee in accordance with subsection (c) of this section.
(b) In the event that the Authority determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain securities certificates, the Trustee will, upon the written instruction of the Authority, so notify DTC, whereupon DTC will notify the Participants of the availability through DTC of securities certificates. In such event, the Bonds will be transferable in accordance with subsection (c) of this section. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice of such discontinuance to the Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Bonds will be transferable in accordance with subsection (c) of this section. Whenever DTC requests the Authority and the Trustee to do so, the Trustee and the Authority will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the Bonds then Outstanding. In such event, the Bonds will be transferable to such securities depository in accordance with subsection (c) of this section, and thereafter, all references in this Trust Agreement to DTC or its nominee will be deemed to refer to such successor securities depository and its nominee, as appropriate. (c) In the event that any transfer or exchange of Bonds is authorized under subsection (a) or (b) of this section, such transfer or exchange will be accomplished upon receipt by the Trustee from the registered owner thereof of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Sections 2.06 and 2.07 hereof. In the event certificates are delivered to Owners other than Cede & Co., its successor as nominee for DTC as Owner of all the Bonds, another securities depository as Owner of all the Bonds, or the nominee of such successor securities depository, the provisions of Sections 2.06 and 2.07 hereof will also apply to, among other things, the registration, exchange and transfer of the Bonds and the method of payment of principal, redemption premium, if any, and interest on the Bonds. In connection with Item 8.1
Mountain House Page 184 of 618 19 any proposed transfer outside the Book-Entry Only system, the Authority or DTC shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
SECTION 2.12. Procedure for the Delivery of Bonds.
(a) The Trustee is hereby authorized to execute and deliver the Bonds to the purchaser thereof upon the Written Request of the Authority and upon receipt of the proceeds of the sale thereof. On the Closing Date, the Trustee will deposit the proceeds received from the sale of the Bonds in the amount of $_____________, calculated as (i) the $_____________ purchase price of the Bonds (being an amount equal to the principal amount of the Bonds less an original issue discount of $_____________ and less an underwriter’s discount of $___________),less (ii) the bond insurance premium paid directly to the Insurer by the underwriter in the amount of $__________, and less (iii) the reserve surety premium paid directly to the Insurer by the underwriter in the amount of $_________, received from the purchaser thereof and other amounts transferred to the Trustee for such purposes as provided herein.
(b) On the Closing Date, the proceeds of the 2026 Bonds will be transferred and deposited or transferred by the Trustee as follows:
(i) $_____________ to the Costs of Issuance Fund established pursuant to Section 3.05.
(ii) $_____________ to the Capitalized Interest Subaccount of the Interest Account of the Revenue Fund established pursuant to Section 3.03. (iii) $_____________ to the City for deposit in the Wastewater Facility Fund (as such term is defined in the Project Acquisition Agreements), to finance the acquisition and construction of the 2026 Project for the Wastewater System. (iv) $_____________ to the City for deposit in the Water Facility Fund (as such term is defined in the Project Acquisition Agreements), to finance the acquisition and construction of the 2026 Project for the Water System. (v) $_____________ to the City for deposit in the Storm Drain Facility Fund (as such term is defined in the Project Acquisition Agreements), to finance the acquisition and construction of the 2026 Project for the Storm Drain System. (c) In addition, on the Closing Date, the 2026 Reserve Policy will be transferred to the Reserve Fund, for the benefit of each of the Reserve Accounts therein, in full satisfaction of the Reserve Account Requirement for each applicable Reserve Account. (d) The Authority hereby directs the Trustee to make the transfers required above.
The Trustee may, at its option, establish and maintain a temporary account or accounts in connection with the deposit and transfer of the proceeds of the Bonds.
Item 8.1
Mountain House Page 185 of 618 20 ARTICLE III
PLEDGE OF AUTHORITY REVENUES; FUNDS AND ACCOUNT
SECTION 3.01. Pledge of Authority Revenues. Subject only to the provisions of this Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Authority Revenues and all amounts (excluding proceeds of the sale of the Bonds) held in any fund or account established under this Trust Agreement are hereby pledged to secure the payment of the principal of and interest and premium (if any) on the Bonds in accordance with their terms and the provisions of this Trust Agreement. Said pledge constitutes a lien on and security interest in the Authority Revenues and such amounts and will attach, be perfected and be valid and binding from and after the Closing Date, without the need for any physical delivery thereof or further act. Notwithstanding anything in this Trust Agreement or in the Bonds contained, the Authority is not required to advance any moneys derived from any source other than the Authority Revenues and other assets pledged under this Trust Agreement for any of the purposes in this Trust Agreement mentioned, whether for the payment of the principal of or interest on the Bonds or for any other purpose of this Trust Agreement. Nevertheless, the Authority may, but is not required to, advance for any of the purposes hereof any funds of the Authority which may be made available to it for such purposes.
SECTION 3.02. Deposit of Authority Revenues. All Authority Revenues will be promptly deposited by the Trustee upon receipt thereof in a special fund designated as the “Revenue Fund” which the Trustee will establish, maintain and hold in trust, for so long as any Bonds will be Outstanding hereunder. All Authority Revenues will be promptly deposited by the Trustee upon receipt thereof in the Revenue Fund; except that all moneys received by the Trustee and required hereunder or under the 2026 Supplemental Contracts to be used for optional redemption of Bonds pursuant to Section 2.03(a) will be promptly deposited in a special fund and disbursed for that purpose. All Authority Revenues deposited with the Trustee will be held, disbursed, allocated and applied by the Trustee only as provided in this Trust Agreement. Any surplus remaining in the Revenue Fund, after payment in full of (a) the principal of and interest on the Bonds or provision therefore under Article VIII, (b) amounts needed to replenish any deficiency in the Reserve Fund, and (c) any applicable fees and expenses to the Trustee, will be withdrawn by the Trustee and remitted to the City.
SECTION 3.03. Revenue Fund; Interest Account and Principal Account. (a) Revenue Fund. Subject to Section 4.03, all money in the Revenue Fund will be set aside by the Trustee in the following respective special accounts within the Revenue Fund (each of which is hereby created and each of which the Trustee hereby agrees and covenants to maintain) and disbursed as provided below in the following order of priority:
(i) Interest Account, and
(ii) Principal Account.
All money in each of such accounts and subaccounts will be held in trust by the Trustee for the benefit of the Owners and will be applied, used and withdrawn only for the purposes hereinafter authorized in this section.
Item 8.1
Mountain House Page 186 of 618 21 The amount deposited into the Interest Account of the Revenue Fund pursuant to Section 2.12(b)(ii) shall be used to pay interest on the 2026 Bonds becoming due on June 1 2027.
(b) Interest Account. On the Business Day immediately preceding each Interest Payment Date, the Trustee will set aside from the Revenue Fund and deposit in the Interest Account that amount of money that, when combined with available amounts therein, is equal to the amount of interest on the Bonds becoming due and payable on such Interest Payment Date.
No deposit need be made in the Interest Account if the amount contained therein is at least equal to the aggregate amount of interest on the Bonds becoming due and payable on such Interest Payment Date. All money in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying the interest as becomes due and payable (including accrued interest on any Bonds purchased or redeemed prior to their respective maturity dates).
Within the Interest Account, there is hereby established to be held in trust by the Trustee for the benefit of the Owners of the Bonds, the Capitalized Interest Subaccount. Amounts deposited to the Capitalized Interest Subaccount pursuant to Section 2.12(b) (in the aggregate amount of $_________) shall be used and withdrawn to pay interest on the Bonds in accordance with the following schedule:
Interest Payment Date Capitalized
Interest Amount
June 1, 2027 $
December 1, 2027
Total
On December 2, 2027, the Trustee shall close the Capitalized Interest Subaccount and transfer the funds remaining therein, if any, to the 2026 Project Fund. (c) Principal Account. On the Business Day immediately preceding each December 1 on which principal and/or Maturity Value is due on the Bonds, including via sinking fund redemption, the Trustee will set aside from the Revenue Fund and deposit in the Principal Account an amount of money that, when combined with available amounts therein, is equal to the principal amount and/or Maturity Value due on such December 1. No deposit need be made in the Principal Account if the amount contained therein is at least equal to the aggregate amount of the principal amount and/or Maturity Value due on such December 1. All money in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal on the Bonds as it becomes due and payable, whether at their respective maturity dates or on prior sinking fund redemption.
SECTION 3.04. Reserve Fund and Accounts Therein. The Trustee shall establish and maintain for the benefit of the Owners of the Bonds, the “Reserve Fund,” and within such fund a “Wastewater Reserve Account,” “Water Reserve Account” and “Storm Drain Reserve Account” relating to obligations of each System. All money in (or available to) any Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of replenishing the Interest Account or the Principal Account (in such order) in the event of any deficiency at any time in any of the 2026 Payments relating to such Reserve Account. Notwithstanding anything to the contrary herein, each Reserve Account shall be available only to cover a deficiency in the 2026 Payments attributable to the portion of such payments payable by each System.
Item 8.1
Mountain House Page 187 of 618 22 The Reserve Account Requirement for each Reserve Account established for the 2026 Bonds will be satisfied in the form of the issuance of the 2026 Reserve Policy. The single 2026 Reserve Policy shall be allocable for the benefit of and to the extent of, the Reserve Account Requirement applicable to each account as follows: (i) in the event of any deficiency at any time in any of the 2026 Payments relating to the Wastewater Reserve Account: $_____________; (ii) in the event of any deficiency at any time in any of the 2026 Payments relating to the Water Reserve Account: $_____________; and (iii) in the event of any deficiency at any time in any of the 2026 Payments relating to the Storm Drain Reserve Account: $_____________.
The Trustee shall comply with all of the terms and provisions of the 2026 Reserve Policy for the purpose of assuring that funds are available thereunder when required for the purposes of each Reserve Account established within the Reserve Fund, within the limits of the coverage amount provided by the 2026 Reserve Policy, including the terms and conditions set forth in Exhibit C.
In the event of a draw on a Qualified Reserve Account Credit Instrument to make payments to the Interest Account or the Principal Account, only funds from the Pledged Facility Component Revenues of the applicable System shall be available to reimburse the provider of such instrument for payments made under such draw plus its expenses in connection therewith; the Pledged Facility Component Revenues of a System may only be used to replenish draws on the Reserve Account of that System and not to replenish draws on the Reserve Account of any other System.
SECTION 3.05. Costs of Issuance Fund. The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Costs of Issuance Fund.” On the Closing Date for the 2026 Bonds, amounts will be deposited into the Costs of Issuance Fund in accordance with Section 2.12.
All money in the Costs of Issuance Fund, including any account therein, will be used and withdrawn by the Trustee to pay the Costs of Issuance of the Bonds upon receipt of a Written Request of the Authority filed with the Trustee, each of which will be sequentially numbered and will state the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund.
On the date that is 6 months after the Closing Date or upon the earlier Written Request of the Authority, any remaining balance in the Costs of Issuance Fund will be transferred for deposit in the Interest Account established under Section 3.03, and used to pay interest on the 2026 Bonds, and the Costs of Issuance Fund shall then be closed.
SECTION 3.06. Deposit and Investments of Money in Accounts and Funds. Subject to Section 4.03, all money held by the Trustee in any of the accounts or funds established pursuant hereto will be invested in Permitted Investments at the Written Request of the Authority filed with the Trustee, and such Permitted Investments will, as nearly as practicable, mature on or before the dates on which such money is anticipated to be needed for disbursement hereunder, and the Trustee will have no liability or responsibility for any loss resulting from any investment made in accordance herewith; provided, that if no such Written Request is received by the Trustee, the Trustee will invest such money in those Permitted Investments described in clause (f) 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 Written Request of the Authority specifying a specific money market fund and, if no such Written Request of the Authority is so received, the Trustee will hold such moneys uninvested. Subject to Sections 3.04 and 4.03, all interest or profits Item 8.1
Mountain House Page 188 of 618 23 received on any money so invested will be deposited in the Revenue Fund. Investments purchased with funds on deposit in the Reserve Fund will have an average aggregate weighted term to maturity not greater than five years.
For Investment purposes only, the Trustee may commingle the funds and accounts established hereunder, but will account for each separately. 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 that include detail for all investment transactions made by the Trustee hereunder. The Authority may receive brokerage confirmations at no additional cost upon its written request. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder. The Trustee will not be liable for any loss from any Permitted Investments acquired, held or disposed of in accordance herewith.
Except as otherwise provided in the following sentence, the Authority covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Trust Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) will be acquired, disposed of, and valued (as of the date that valuation is required by this Trust Agreement or the Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the Reserve Fund will be valued at their present value (within the meaning of section 148 of the Code).
SECTION 3.07. Assignment to Trustee, Enforcement of Obligations. (a) The Authority hereby irrevocably transfers, assigns and sets over to the Trustee, without recourse to the Authority, all of its rights in the Authority Revenues and in the Contract as supplemented by the 2026 Supplemental Contract (excepting only the Authority’s rights under Section 7.09 of the Contract), including but not limited to all of the Authority’s rights to receive and collect all of the 2026 Payments. The Trustee is entitled to collect and receive all of the Authority Revenues, and any Authority 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. The Trustee is also entitled to and will, subject to the provisions of Article V (including, without limitation, the Trustee’s right to indemnification and its right not to expend or risk its own funds), take all steps, actions and proceedings which the Trustee determines to be reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City under the 2026 Supplemental Contract. (b) The Trustee may, in performing the obligations set forth in Section 3.07(a) above, rely and will be fully protected and shall have no liability in acting or refraining from acting upon an Opinion of Counsel furnished by the City.
Item 8.1
Mountain House Page 189 of 618 24 ARTICLE IV
COVENANTS OF THE AUTHORITY AND THE TRUSTEE
SECTION 4.01. Compliance with Trust Agreement. The Trustee will not execute or deliver any Bonds in any manner other than in accordance with the provisions hereof; and the Authority will not suffer or permit any default by it to occur hereunder, but will faithfully comply with, keep, observe and perform all the agreements and covenants to be observed or performed by it contained herein and in the Bonds.
SECTION 4.02. Issuance and Payment of Bonds.
(a) The Authority will punctually pay or cause to be paid the principal of and interest and premium (if any) on all the Bonds in strict conformity with the terms of the Bonds and of this Trust Agreement, according to the true intent and meaning thereof, but only out of the Authority Revenues and other amounts pledged for such payment as provided in this Trust Agreement. (b) 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 Trust Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which have not been so extended. (c) The Authority will not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Authority Revenues and other assets pledged or assigned under this Trust Agreement while any of the Bonds are Outstanding, except the pledge and assignment created by this Trust Agreement. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other trust agreements for any of its purposes, and reserves the right to issue other obligations for such purposes. (d) The Authority is duly authorized under law to issue the Bonds and to enter into this Trust Agreement and to pledge and assign the Authority Revenues and other amounts purported to be pledged and assigned, respectively, under this Trust Agreement in the manner and to the extent provided in this Trust Agreement. The Bonds and the provisions of this Trust Agreement are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms. The Authority and the Trustee will at all times, subject to the provisions of Article V and to the extent permitted by law, defend, preserve and protect said pledge and assignment of Authority Revenues and other assets and all the rights of the Bond Owners under this Trust Agreement against all claims and demands of all persons whomsoever. (e) The Authority will faithfully comply with, keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States of America or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by it, including its right to exist and carry on its businesses, to the end that such franchises, rights and privileges will be maintained and preserved and will not become abandoned, forfeited or in any manner impaired.
SECTION 4.03. Tax Covenants. The Authority hereby covenants with the Owners of the 2026 Bonds that, notwithstanding any other provisions of this Trust Agreement, it will not take Item 8.1
Mountain House Page 190 of 618 25 any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of interest on the 2026 Bonds under Section 103 of the Code. The Authority will not, directly or indirectly, use or permit the use of proceeds of the 2026 Bonds or any of the property financed or refinanced with proceeds of the 2026 Bonds, or any portion thereof, by any person other than a governmental unit (as such term is used in Section 141 of the Code), in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of interest on the 2026 Bonds.
The Authority will not take any action, or fail to take any action, if any such action or failure to take action would cause the 2026 Bonds to be “private activity bonds” within the meaning of Section 141 of the Code, and in furtherance thereof, will not make any use of the proceeds of the 2026 Bonds or any of the property financed or refinanced with proceeds of the 2026 Bonds, or any portion thereof, or any other funds of the Authority, that would cause the 2026 Bonds to be “private activity bonds” within the meaning of Section 141 of the Code. To that end, so long as any 2026 Bonds are Outstanding, the Authority, with respect to such proceeds and property and such other funds, will comply with applicable requirements of the Code and all regulations of the United States Department of the Treasury issued thereunder, to the extent such requirements are, at the time, applicable and in effect. The Authority has established reasonable procedures necessary to ensure continued compliance with Section 141 of the Code and the continued qualification of the 2026 Bonds as “governmental bonds.” The Authority will not, directly or indirectly, use or permit the use of any proceeds of any 2026 Bonds, or of any property financed or refinanced thereby, or other funds of the Authority, or take or omit to take any action, that would cause the 2026 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. To that end, the Authority will comply with all requirements of Section 148 of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent such requirements are, at the time, in effect and applicable to the 2026 Bonds.
The Authority will not make any use of the proceeds of the 2026 Bonds or any other funds of the Authority, or take or omit to take any other action that would cause the 2026 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.
The Authority will assure that the proceeds of the 2026 Bonds are not so used as to cause the 2026 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.
In furtherance of the foregoing tax covenants, the Authority covenants that it will comply with the provisions of the Tax Certificate, which is incorporated herein as if fully set forth herein.
These covenants will survive payment in full or defeasance of the 2026 Bonds.
SECTION 4.04. Accounting, Records and Reports. The Trustee will keep or cause to be kept proper books of record and accounts in which complete and correct entries will be made of all transactions made by the Trustee relating to the receipts, disbursements, allocation and application of the 2026 Payments and the proceeds of the Bonds, and such books will be available for inspection by the Authority, at reasonable hours and under reasonable conditions and with reasonable notice. Not more than 30 days after the close of each Fiscal Year, the Trustee will furnish or cause to be furnished to the Authority a complete trust account statement covering receipts, disbursements, allocation and application of 2026 Payments received by the Trustee for such Fiscal Year. The Authority will keep or cause to be kept such information as required under the Tax Certificate.
Item 8.1
Mountain House Page 191 of 618 26 SECTION 4.05. Prosecution and Defense of Suits. The Authority will defend against every suit, action or proceeding at any time brought against the Trustee upon any claim arising out of or in connection with the acceptance or administration of the trusts created hereby, or the exercise or performance of any of the Trustee’s powers or duties hereunder, including, without limitation, claims arising out of the receipt, application or disbursement of any of the 2026 Payments and the proceeds of the Bonds, or involving the failure of the Authority to fulfill its obligations hereunder; provided that the Trustee or any affected Owner at its election may appear in and defend any such suit, action or proceeding. The Authority will indemnify and hold harmless the Trustee against any and all liability claimed or asserted by any person for the matters described above, and will indemnify and hold harmless the Trustee against any attorney’s fees or other expenses which it may incur in connection with any litigation to which it may become a party by reason of its actions hereunder, except for any loss, cost, damage or expense directly resulting from the gross negligence or willful misconduct of the Trustee as finally determined by a court of competent jurisdiction. Notwithstanding any contrary provision hereof, this covenant will remain in full force and effect even though all Bonds secured hereby may have been fully paid and satisfied and the Trustee may have been removed or shall have resigned.
SECTION 4.06. Enforcement of Contract; Amendments to Contract. (a) The Authority will promptly collect all amounts due pursuant to the 2026 Supplemental Contract and will diligently enforce, and take all steps, actions and proceedings reasonably necessary for the enforcement of all of the rights of the Authority thereunder. (b) Except for any Supplemental Contract delivered in accordance with the terms of the Contract, the Authority will not supplement, amend, modify or terminate any of the terms of the Contract, or consent to any such supplement, amendment, modification or termination, unless (a) such supplement, amendment, modification or termination will not materially adversely affect the interests of the Owners or result in any material impairment of the security hereby given for the payment of the Bonds, or (b) the Authority or the Trustee first obtains the written consent of the Owners of a majority in aggregate principal amount of the Parity Obligations and Subordinate Parity Obligations then Outstanding to such supplement, amendment, modification or termination; provided, however, that no such supplement, amendment, modification or termination will reduce the amount of 2026 Payments to be made to the Authority or the Trustee by the City pursuant to the Contract, or extend the time for making such 2026 Payments in any manner that would require the amendment of the Trust Agreement in any manner not in compliance with Section 6.01 hereof.
SECTION 4.07. Further Assurances. Whenever and so often as reasonably requested to do so by the Trustee or any Owner, the Authority will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments, and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Trustee and the Owners all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them hereby.
SECTION 4.08. Bond Insurance. So long as the 2026 Insurance Policy remains in effect, the Authority, the City and the Trustee shall comply with all of the terms and provisions set forth in Exhibit B relating to the 2026 Insurance Policy. Such provisions are hereby incorporated into this Trust Agreement by this reference, and shall control and supersede any Item 8.1
Mountain House Page 192 of 618 27 conflicting or inconsistent provisions in this Trust Agreement; provided, however, that no provision of Exhibit B shall modify the rights, protections, indemnification, or compensation of the Trustee without the Trustee’s prior written consent Item 8.1
Mountain House Page 193 of 618 28 ARTICLE V
THE TRUSTEE
SECTION 5.01. 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 upon not less than 60 days’ prior written notice to the Trustee, 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, Los Angeles, California, or Saint Paul, Minnesota, having a combined capital (exclusive of borrowed capital) and surplus of at least $75,000,000 (including, for such purpoae, 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. All fees, costs, and expenses (including reasonable attorneys’ fees and expenses) incurred by the resigning or removed Trustee in connection with petitioning a court to appoint a successor Trustee shall be paid from the trust estate or by the Authority.
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. Upon a Responsible Officer of the Trustee’s receipt of a written notice detailing 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.
SECTION 5.02. 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 Item 8.1
Mountain House Page 194 of 618 29 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 gross negligence or willful misconduct as determined by a court of competent jurisdiction. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds.
The duties and obligations of the Trustee shall be determined by the express provisions of this Trust Agreement and the other Bond Documents, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Trust Agreement and the other Bond Documents.
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 grossly 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 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-atlaw or certified public accountant was selected by the Trustee with due care. If the Trustee retains its own counsel in connection with any legal action or proceeding involving the interests of the trust or its actions as Trustee, the Trustee shall be entitled to maintain attorney-client privilege in connection with such representation, and no provision of this Trust Agreement shall be construed to require the Trustee to waive or compromise such privilege.
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.
Item 8.1
Mountain House Page 195 of 618 30 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, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or City 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 or assets, so long as such company will meet the requirements set forth in Section 5.01, 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.
Item 8.1
Mountain House Page 196 of 618 31 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.
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 5.02.
The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. The Trustee shall not be required to take any action that it reasonably believes would violate applicable law. The Trustee shall not be responsible or liable for the acts or omissions of the Authority, the City, or any other party to the transactions contemplated hereby.
Notwithstanding any other provision of this Trust Agreement, the Trustee shall have no obligation to (i) process, access, store, or otherwise handle federal tax information (“FTI”) as that term is defined in IRS Publication 1075, or (ii) otherwise comply with the requirements of IRS Publication 1075.
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, 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 Item 8.1
Mountain House Page 197 of 618 32 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.
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 gross 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 acts of omissions including any default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care.
The Trustee may at any time, for any reason (and not limited to jurisdictional issues), appoint any person or entity to act as a separate trustee or co-trustee hereunder. The Trustee shall have no responsibility or liability for the acts or omissions of any such separate trustee or co-trustee. Any such separate trustee or co-trustee shall not be deemed an agent of the Trustee. The Trustee may revoke any such appointment at any time.
SECTION 5.03. 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 gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. 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) 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 Item 8.1
Mountain House Page 198 of 618 33 performance of any of its powers hereunder, excluding such losses incurred due to the gross negligence or willful misconduct on the part of the Trustee as finally determined by a court of competent jurisdiction. 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 199 of 618 34 ARTICLE VI
AMENDMENT OF THE TRUST AGREEMENT
SECTION 6.01. Amendment of the Trust Agreement. The Trust Agreement and the rights and obligations of the Authority and of the Owners may be amended at any time by a Supplemental Trust Agreement which will become binding when the written consents of the Owners of a majority in aggregate principal amount and Accreted Value of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 6.02, are filed with the Trustee; provided, that before executing any such Supplemental Trust Agreement the Trustee may first obtain at the Authority’s expense an Opinion of Counsel that such Supplemental Trust Agreement complies with the provisions of the Trust Agreement, on which opinion the Trustee may conclusively rely. No such amendment will (1) extend the maturity date of, or change the payment dates of, or reduce the rate of interest or principal or redemption premium, if any, on any Current Interest Bond without the express written consent of the Owner of such Bond, (2) extend the maturity of any Capital Appreciation Bond or reduce the Accretion Rate thereon, or otherwise alter or impair the obligation of the City to pay the Maturity Value of, and upon early redemption the Accreted Value of and any premium on, any Capital Appreciation Bond, without the express consent of the Owner of such Capital Appreciation Bond, (3) reduce the percentage of Bonds required for the written consent to any such amendment, or (4) modify any rights or obligations of the Trustee without its prior written assent thereto.
The Trust Agreement and the rights and obligations of the Authority and of the Owners may also be amended at any time by a Supplemental Trust Agreement which will become binding upon adoption without the consent of any Owners, but only to the extent permitted by law, for any purpose that will not materially adversely affect the interests of the Owners, including (without limitation) for any one or more of the following purposes:
(a) to add to the agreements and covenants required herein to be performed by the Authority other agreements and covenants thereafter to be performed by the Authority, or to surrender any right or power reserved herein to or conferred herein on the Authority;
(b) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Authority may deem desirable or necessary and not inconsistent herewith;
(c) to add to the agreements and covenants required herein, such agreements and covenants as may be necessary to qualify the Trust Agreement under the Trust Indenture Act of 1939;
(d) to make any amendments or supplements necessary or appropriate to preserve or protect the exclusion of interest on the Bonds from gross income for federal income tax purposes under the Code or the exemption of such interest from State personal income taxes;
(e) to make such amendments or supplements as may be necessary or appropriate to maintain any then current rating on the Bonds by the Rating Agency; or (f) to add to the rights of the Trustee, provided the Trustee provides prior written consent to such addition.
Item 8.1
Mountain House Page 200 of 618 35 In executing, or accepting the additional trusts created by, any Supplemental Trust Agreement permitted by this Article or the modification thereby of the trusts created by this Trust Agreement, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such Supplemental Trust Agreement is authorized or permitted by this Trust Agreement and complies with the terms hereof. The Trustee may, but shall not be obligated to, enter into any such Supplemental Trust Agreement which affects the Trustee’s own rights, duties or immunities under this Trust Agreement or otherwise.
SECTION 6.02. Disqualified Bonds. Bonds owned or held by or for the account of the Authority or the City will not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Bonds provided in this article, and will not be entitled to consent to or take any other action provided in this article. Upon request of the Trustee, the Authority will specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate.
SECTION 6.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the Bonds may bear a notation by endorsement in form approved by the Authority as to such action, and in that case upon demand of the Owner of any Outstanding Bonds and presentation of such Owner’s Bond for such purpose at the Corporate 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 action will be prepared and executed, and in that case upon demand of the Owner of any Outstanding Bond a new Bond or Bonds will be exchanged at the Corporate Trust Office of the Trustee without cost to each Owner for its Bond or Bonds then Outstanding upon surrender of such Outstanding Bonds.
SECTION 6.04. Amendment by Mutual Consent. The provisions of this article will not prevent any Owner from accepting any amendment as to the particular Bonds held by him or her, provided that due notation thereof is made on such Bonds.
Item 8.1
Mountain House Page 201 of 618 36 ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
SECTION 7.01. Events of Default; Acceleration; Waiver of Default The following events constitute “Events of Default” hereunder:
(a) Failure to pay any installment of the principal of any Bonds when due, whether at maturity as therein expressed, by proceedings for redemption, by acceleration, or otherwise.
(b) Failure to pay any installment of interest on the Bonds when due. (c) Failure by the Authority to observe and perform any of the other covenants, agreements or conditions on its part contained in this Trust Agreement or in the Bonds, if such failure has continued for a period of 60 days after written notice thereof, specifying such failure and requiring the same to be remedied, has been given to the Authority by the Trustee; provided, however, if in the reasonable opinion of the Authority the failure stated in the notice can be corrected, but not within such 60-day period, such failure will not constitute an Event of Default if the Authority institutes corrective action within such 60-day period and thereafter diligently and in good faith cures the failure in a reasonable period of time.
(d) The commencement by the Authority of a voluntary case under Title 11 of the United States Code or any substitute or successor statute. (e) The occurrence and continuation of an Event of Default under and as defined in the Contract.
SECTION 7.02. Remedies Upon Event of Default. If an Event of Default will happen, and in each and every such case during the continuance of such Event of Default the Trustee or the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding may exercise the remedies provided to the Authority in the Contract; provided, that nothing contained herein will affect or impact the right of action of any Owner to institute suit directly against the City to enforce payment of such Owner’s Bonds.
If any Event of Default occurs, then, and in each and every such case during the continuance of such Event of Default, the Trustee may, and at the written direction of the Owners of a majority in aggregate principal amount of the Bonds at the time Outstanding will, in each case, upon receipt of indemnification satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in connection with such action, upon notice in writing to the Authority, declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, anything in this Trust Agreement or in the Bonds contained to the contrary notwithstanding.
Any such declaration is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due will have been obtained or entered, the Authority deposits with the Trustee a sum sufficient to pay all the principal of and installments of interest on the Bonds payment of which is overdue, with interest on such Item 8.1
Mountain House Page 202 of 618 37 overdue principal at the rate borne by the respective Bonds to the extent permitted by law, and the reasonable fees, charges and expenses (including those of its legal counsel, including the allocated costs of internal attorneys) of the Trustee, and any and all other Events of Default known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate has been made therefor, then, and in every such case, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Authority, the City and the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences and waive such Event of Default; but no such rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair or exhaust any right or power consequent thereon.
The Trustee additionally will have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce the Authority’s rights under the Contract against the City or any director, officer or employee thereof, and to compel the City or any such director, officer or employee to perform or carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained in the Contract; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or
(c) by suit in equity upon the happening of any Event of Default hereunder to enforce the Authority’s rights under the Contract to require the City and its directors, officers and employees to account as the trustee of an express trust.
SECTION 7.03. Application of Authority Revenues and Other Funds After Default. If an Event of Default occurs and is continuing, all Authority Revenues and any other funds then held or thereafter received by the Trustee under any of the provisions of this Trust Agreement will be applied by the Trustee in the following order of priority:
(a) To the payment of reasonable fees, charges and expenses, and indemnity amounts of the Trustee (including reasonable fees and disbursements of its legal counsel including outside counsel and the allocated costs of internal attorneys) incurred in and about the performance of its powers and duties under this Trust Agreement;
(b) To the payment of the principal of and interest and/or Maturity Value or Accreted Value then due on the Bonds (upon presentation of the Bonds to be paid, and stamping or otherwise noting thereon of the payment if only partially paid, or surrender thereof if fully paid) in accordance with the provisions of this Trust Agreement, as follows:
First: To the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments and the Maturity Value of the Capital Appreciation Bonds then due, and, if the amount available will not be sufficient to pay in full any installment or installments maturing and Maturity Value on the same date, then to Item 8.1
Mountain House Page 203 of 618 38 the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; Second: To the payment to the persons entitled thereto of the unpaid principal of any Bonds which will have become due, whether at maturity or by acceleration or redemption, with interest on the overdue principal at the rate borne by the respective Bonds (to the extent permitted by law), and, if the amount available will not be sufficient to pay in full all the Bonds, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the persons entitled thereto, without any discrimination or preference; and
SECTION 7.04. Non-Waiver. A waiver of any default or breach of any duty or contract by the Trustee 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 of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract will impair any such right or remedy or will be construed to be a waiver of any such default or breach of duty or contract or any acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this article may be enforced and exercised from time to time and as often as will be deemed expedient by the Trustee.
If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee, the Trustee and the City will be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.
SECTION 7.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or the Owners is intended to be exclusive of any other remedy, and each such remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by law.
SECTION 7.06. Trustee to Represent Bond Owners. The Trustee is hereby irrevocably appointed (and the successive respective Owners of the Bonds, by taking and holding the same, will be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney-in-fact of the Owners of the Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Owners under the provisions of the Bonds, this Trust Agreement and applicable provisions of any law. All rights of action under this Trust Agreement or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee will be brought in the name of the Trustee for the benefit and protection of all the Owners of such Bonds, subject to the provisions of this Trust Agreement.
SECTION 7.07. Limitation on Bond Owners’ Right to Sue. Notwithstanding any other provision hereof, no Owner of any Bonds has the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Trust Agreement, the 2026 Supplemental Contract or any other applicable law with respect to such Bonds, unless (a) such Owner has given to a Responsible Officer of the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal Item 8.1
Mountain House Page 204 of 618 39 amount of the Bonds then Outstanding have requested the Trustee in writing to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) such Owner or Owners have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee has failed to comply with such request for a period of 60 days after such written request has been received by, and said tender of indemnity has been made to, the Trustee; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding.
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 or under law; 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 affect, disturb or prejudice the security of this Trust Agreement or the rights of any other Owners of Bonds, or to enforce any right under the Bonds, this Trust Agreement, the 2026 Supplemental Contract or other applicable law with respect to the Bonds, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right will be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners of the Outstanding Bonds, subject to the provisions of this Trust Agreement.
SECTION 7.08. Absolute Obligation of Authority. Nothing in Section 7.06 or in any other provision of this Trust Agreement or in the Bonds contained affects or impairs the obligation of the Authority, which is absolute and unconditional, to pay the principal of and interest and premium (if any) on the Bonds to the respective Owners of the Bonds at their respective dates of maturity, or upon acceleration or call for redemption, as herein provided, but only out of the Authority Revenues and other assets herein pledged therefor, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bonds.
SECTION 7.09. Termination of Proceedings. In case any proceedings taken by the Trustee or by any one or more Bond Owners on account of any Event of Default have been discontinued or abandoned for any reason or have been determined adversely to the Trustee or the Bond Owners, then in every such case the Authority, the Trustee and the Bond Owners, subject to any determination in such proceedings, will be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Authority, the Trustee and the Bond Owners will continue as though no such proceedings had been taken.
Item 8.1
Mountain House Page 205 of 618 40 ARTICLE VIII
DEFEASANCE
SECTION 8.01. Discharge of Trust Agreement. When the obligations of the City under the Contract will cease pursuant to Article VI of the Contract (except for the right of the Trustee and the obligation of the City to have the money and securities mentioned therein applied to the payment of Payments as therein set forth), then and in that case the obligations created by this Trust Agreement will thereupon cease, determine and become void except for the right of the Owners and the obligation of the Trustee to apply such moneys and securities to the payment of the Bonds as herein set forth and the right of the Trustee to collect any fees or expenses due hereunder and the Trustee will turn over to the City, as an overpayment of 2026 Payments, all balances remaining in any other funds or accounts other than moneys and Federal Securities held for the payment of the Bonds at maturity or on redemption, which moneys and Federal Securities will continue to be held by the Trustee in trust for the benefit of the Owners and will be applied by the Trustee to the payment, when due, of the principal and interest and premium if any represented by the Bonds, and after such payment, this Trust Agreement will become void, except for the Authority’s obligation to indemnify the Trustee pursuant to Section 5.03 and the Trustee’s right to collect any fees or expenses due hereunder..
If moneys or securities are deposited with and held by the Trustee as hereinabove provided, the Trustee will mail a notice, first-class postage prepaid, to the Owners at the addresses listed on the registration books kept by the Trustee pursuant to Section 2.08, stating that (a) moneys or Federal Securities are so held by it, and (b) this Trust Agreement has been discharged in accordance with the provisions of this Section.
SECTION 8.02. Deposit of Money or Securities with Trustee. Whenever in this Trust Agreement or the Contract it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities (certified to be sufficient by a report of an Independent Certified Public Accountant verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date) in the necessary amount to pay or redeem any Bonds, the money or securities to be so deposited or held may include money or securities held by the Trustee in the funds and accounts established pursuant to this Trust Agreement and will be -- (a) lawful money of the United States of America in an amount equal to the principal amount (or, in the case of Capital Appreciation Bonds, the Accreted Value) represented by such Bonds and all unpaid interest represented thereby to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption will have been given as in Article II provided or provision satisfactory to the Trustee will have been made for the giving of such notice, the amount to be deposited or held will be the principal amount plus accrued interest to such date of redemption plus a redemption premium, if any, represented by such Bonds; or
(b) Federal Securities which are not subject to redemption except by the holder thereof prior to maturity (including any such securities issued or held in book-entry form) or municipal obligations which have been defeased under irrevocable escrow instructions with Federal Securities and which are rated in the highest rating category by the Rating Agency, the principal of and interest on which when due will provide, in the opinion of an Independent Certified Public Accountant, delivered to the Trustee, money sufficient to pay the principal (or, in the case of Capital Appreciation Bonds, the Accreted Value) plus redemption premium, if any, plus all accrued interest to maturity or to the redemption date, as the case may be, represented by the Bonds to be paid or redeemed, as such amounts become due, provided that, in the case of Item 8.1
Mountain House Page 206 of 618 41 Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption will have been given as in Article II provided or provision satisfactory to the Trustee will have been made for the giving of such notice; provided, in each case, that the Trustee will have been irrevocably instructed (by the terms of this Trust Agreement and the Contract or by Written Request of the City) to apply such money to the payment of such principal (or, in the case of Capital Appreciation Bonds, the Accreted Value) plus redemption premium, if any, plus interest represented by such Bonds.
SECTION 8.03. Unclaimed Money. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Bonds which remains 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 redemption prior to maturity date, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when such Bonds have become due and payable, will be repaid by the Trustee to the City as its absolute property free from trust, and the Trustee will thereupon be released and discharged with respect thereto and the Owners will look only to the City for the payment of the 2026 Payments, subject to applicable unclaimed property laws; provided, however, that before being required to make any such payment to the City, the Trustee will at the request of and at the expense of the City, cause to be mailed to all Owners and the Securities Depositories and the Information Services a notice that such money remains unclaimed and that, after a date named in such notice, which date will not be less than 30 days after the date of the first publication of each such notice, the balance of such money then unclaimed will be returned to the City.
Item 8.1
Mountain House Page 207 of 618 42 ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Benefits of this Trust Agreement Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the Trustee, and the Owners any right, remedy or claim under or by reason hereof. Any agreement or covenant required herein to be performed by or on behalf of the Authority or any member, officer or employee thereof will be for the sole and exclusive benefit of the Trustee and the Owners.
SECTION 9.02. Successor Is Deemed Included In All References To Predecessor.
Whenever herein either the Authority or any member, officer or employee thereof is named or referred to, such reference will be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority or such member, officer or employee, and all agreements and covenants required hereby to be performed by or on behalf of the Authority or any member, officer or employee thereof will bind and inure to the benefit of the respective successors thereof whether so expressed or not.
SECTION 9.03. Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to make acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly-sworn to before such notary public or other officer. The ownership of any Bonds and the amount, maturity date, number and date of holding the same may be proved by the registration books relating to the Bonds at the Corporate Trust Office of the Trustee.
Any declaration, request or other instrument or writing of the Owner of any Bond will bind all future Owners of such Bond with respect to anything done or suffered to be done by the Authority or the Trustee in good faith and in accordance therewith.
SECTION 9.04. Waiver of Personal Liability. No member, officer or employee of the Authority will be individually or personally liable for the payment of the interest or principal or redemption premiums, if any, on the Bonds by reason of their delivery, but nothing herein contained will relieve any such member, officer or employee from the performance of any official duty provided by applicable provisions of law or hereby.
SECTION 9.05. Content of Bonds. Every Certificate of the Authority with respect to compliance with any agreement, condition, covenant or provision provided herein will include (a) a statement that the person or persons making or giving such certificate have read such agreement, condition, covenant or provision and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements contained in such certificate are based; (c) a statement that, in the opinion 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 whether or not such agreement, condition, covenant or provision has been complied with; and (d) a statement as to whether, in Item 8.1
Mountain House Page 208 of 618 43 the opinion of the signers, such agreement, condition, covenant or provision has been complied with.
Any Certificate of the Authority may be based, insofar as it relates to legal matters, upon an Opinion of Counsel unless the person making or giving such certificate knows that the Opinion of Counsel with respect to the matters upon which his certificate may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters or information that is in the possession of the Authority, upon a representation by an officer or officers of the Authority unless the counsel executing such Opinion of Counsel knows that the representation with respect to the matters upon which his opinion may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous.
SECTION 9.06. Accounts and Funds, Business Days. Any account or fund required herein to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of account such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to all such accounts and funds will at all times be maintained in accordance with sound corporate trust industry practice and with due regard for the protection of the security of the Bonds and the rights of the Owners. Any action required to occur hereunder on a day which is not a Business Day will be required to occur on the next succeeding Business Day with the same effect as if made on such non-Business Day.
SECTION 9.07. Notices. All written notices to be given hereunder will be given by mail or hand delivery to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely:
If to the Authority: Mountain House Financing Authority c/o Mountain House Community Services City
251 East Main Street
Mountain House, California 95391
Attention: Treasurer
If to the City: Mountain House Community Services City
251 East Main Street
Mountain House, California 95391
Attention: Administrative Services Director
If to the Trustee: Computershare Trust Company, N.A.
CTO Mail Operations
Attn: Vanessa Gonzalez
1505 Energy Park Drive
Saint Paul, MN 55108
Item 8.1
Mountain House Page 209 of 618 44 If to the Insurer: Build America Mutual Assurance Company 200 Liberty Street, 27th Floor
New York, NY 10281
Attention: Surveillance,
Re: Policy No. 2026B0219
Telephone: (212) 235-2500
Fax: (212) 235-1542
E-Mail: [email protected]
In each case in which notice or other communication refers to an event of default or a claim on the 2026 Insurance Policy or the 2026 Reserve Policy, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel at the same address and at [email protected] or at Telecopier: (212) 235-5214 and shall be marked to indicate “URGENT MATERIAL ENCLOSED.”
SECTION 9.08. CUSIP Numbers. Neither the Authority nor the Trustee will be liable for any defect or inaccuracy in the CUSIP number that appears on any Bond or in any redemption notice relating thereto. The Trustee may, in its discretion, include in any redemption notice relating to any of the Bonds a statement to the effect that the CUSIP numbers on the Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Owners and that neither the Authority nor the Trustee will be liable for any defects or inaccuracies in such numbers.
SECTION 9.09. Article and Section Headings and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto will be solely for convenience of reference and will not affect the meaning, construction or effect hereof. All references herein to “articles,” “sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular article, section, subdivision or clause hereof.
SECTION 9.10. Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Authority or the Trustee will be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof will be null and void and will be deemed separable from the remaining agreements and covenants or portions thereof and will in no way affect the validity hereof or of the Bonds, and the Owners will retain all the benefit, protection and security afforded to them under any applicable provisions of law. The Authority and the Trustee hereby declare that they would have executed and delivered this Trust Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Bonds pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.
SECTION 9.11. California Law. This Trust Agreement will be construed and governed in accordance with the laws of the State.
Item 8.1
Mountain House Page 210 of 618 45 SECTION 9.12. Execution in Several Counterparts. This Trust Agreement may be executed in any number of counterparts each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Trust Agreement. This Trust Agreement shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.
SECTION 9.13. USA PATRIOT Act Compliance. The parties hereto acknowledge that in accordance with the customer identification program requirements under the USA PATRIOT Act and its implementing regulations, the Trustee in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties hereby agree that they shall provide the Trustee with such information as it may request including, but not limited to, each party’s name, physical address, tax identification number and other information that will help the Trustee identify and verify each party’s identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information..
Item 8.1
Mountain House Page 211 of 618 [Trust Agreement dated as of November 1, 2026]
IN WITNESS WHEREOF, the Mountain House Financing Authority has caused this Trust Agreement to be signed in its name by its Executive Director and attested by its Secretary of the Board, and Computershare Trust Company, N.A., in token of its acceptance of the trusts created hereunder, has caused this Trust Agreement to be signed by one of the officers thereunder duly authorized, all as of the day and year first above written.
MOUNTAIN HOUSE FINANCING AUTHORITY
By:
Executive Director
ATTEST:
By:
Secretary of the Board
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
By:
Authorized Signatory
Item 8.1
Mountain House Page 212 of 618 A-1
EXHIBIT A
[FORM OF CURRENT INTEREST BOND]
No. R-________ $ _________
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BOND
SUBORDINATE SERIES 2026
Interest Rate Maturity Date Bond Date CUSIP
________% December 1, ____ ___________, 2026 ________ ____ REGISTERED OWNER: CEDE & CO
PRINCIPAL SUM: $ _________________
The Mountain House Financing Authority, a joint exercise of powers agency duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), for value received, hereby promises to pay solely from the Authority Revenues or amounts in certain funds and accounts held under the Trust 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 June 1 and December 1, commencing June 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 designated corporate trust office of Computershare Trust Company, N.A., as trustee (the “Trustee”), initially its corporate trust office located in Saint Paul, Minnesota.
Interest on this Bond will be paid by check of the Trustee 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 (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Trustee, or by wire transfer to an account within the United States made on such Interest Payment Date upon written instructions delivered to the Trustee by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.
The Bonds are being issued in the form of Current Interest Bonds in the aggregate principal amount of $_____ (of which this Bond is one) and as Capital Appreciation Bonds in the aggregate denominational amount of $_____, all subject to the terms and conditions of the Trust Agreement. This Bond is one of a duly authorized issue of bonds of the Authority designated “Mountain House Financing Authority Utility Systems Revenue Bonds, Subordinate Series 2026” (the “Bond”) issued pursuant to the Marks Roos Local Bond Pooling Act of 1985 Item 8.1
Mountain House Page 213 of 618 A-2
(commencing with Section 6584 of the California Government Code) (the “Act”) and a Trust Agreement dated as of November 1, 2026 (the “Trust Agreement”) between the Authority and the Trustee. Copies of the Trust Agreement are on file at the Corporate Trust Office of the Trustee and reference is hereby made to the Trust Agreement and to any and all amendments thereof and supplements thereto for a description of the agreements, conditions, covenants and terms of the Bonds, for the nature, extent and manner of enforcement of such agreements, conditions, covenants and terms, for the rights and remedies of the registered owners of the Bonds with respect thereto and for the other agreements, conditions, covenants and terms upon which the Bonds are executed and delivered.
The Bonds are special obligations of the Authority and this Bond and the interest hereon and all other Bonds and the interest thereon (to the extent set forth in the Trust Agreement) are payable from, and are secured by a lien on, Authority Revenues (as that term is defined in the Trust Agreement). The Authority Revenues consist primarily of installment payments (“2026 Payments”) to be made under and pursuant to that certain (i) 2026 Supplemental Installment Purchase Contract (Wastewater System), dated as of November 1, 2026, which is supplemental to that certain Master Contract (Wastewater System), dated as of December 1, 2019, (ii) 2026 Supplemental Installment Purchase Contract (Water System), dated as of November 1, 2026, which is supplemental to that certain Master Contract (Water System), dated as of December 1, 2019, and (iii) 2026 Supplemental Installment Purchase Contract (Storm Drain System), dated as of November 1, 2026, which is supplemental to that certain Master Contract (Storm Drain System), dated as of December 1, 2019, each by and between the City of Mountain House (as successor to the Mountain House Community Services District) (the “City”) and the Authority (which Master Contracts as supplemented and amended to date, are referred to herein, collectively, as the “Contracts”), all of which rights to receive such 2026 Payments have been assigned by the Authority to the Trustee, or any other association or corporation which may at any time be substituted in place of the original trustee as provided in the Trust Agreement.
Capitalized terms used in this Bond not otherwise defined herein will have the meanings given such terms in the Trust Agreement hereinafter mentioned or in the Contracts.
The Bonds are subject to optional redemption prior to their respective stated maturity dates, upon notice as hereinafter provided, from prepayment of 2026 Payments made by the City pursuant to the Contracts, as a whole or in part (from such maturity dates as are designated by the Authority to the Trustee at the direction of the City or, if the Authority fails to designate such maturity dates, in inverse order of maturity date and randomly within a maturity date) on any date on or after December 1, ______, at a redemption price equal to the principal amount of the Bonds called for redemption, plus accrued and unpaid interest to the redemption date, without premium.
The Bonds maturing on and after December 1, ______ and December 1, _____ are Term Bonds, subject to mandatory redemption in whole, or in part randomly, at a redemption price equal to the principal amount thereof to be redeemed, without premium, plus accrued interest to the date of redemption, in the aggregate respective principal amounts and on December 1 in the years as set forth in the following tables:
Item 8.1
Mountain House Page 214 of 618 A-3
Term Bonds Maturing December 1, ______
Sinking Fund
Redemption Date
(December 1)
Principal
Amount
(maturity)
Term Bonds Maturing December 1, ______
Sinking Fund
Redemption Date
(December 1)
Principal
Amount
(maturity)
Notice of redemption of any Bond selected for redemption will be mailed by the Trustee not less than 20 days nor more than 60 days before the redemption date to the registered owner hereof, subject to and in accordance with provisions of the Trust Agreement with respect thereto. If notice of redemption has been duly given as aforesaid and money for the payment of the redemption price is held by the Trustee, then this Bond will, on the redemption date designated in such notice, become due and payable, and from and after the date so designated interest on this Bond will cease to accrue, and the registered owner of this Bond will have no rights with respect hereto except to receive payment of the redemption price hereof.
This Bond is transferable on the books required to be kept for that purpose at the Corporate Trust Office of the Trustee in whose name it is registered, in person or by his duly authorized attorney, upon payment of the charges provided in the Trust Agreement, and upon surrender of this Bond for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Trustee, and thereupon a new Bond or Bonds of the same maturity date evidencing and representing a like aggregate principal amount in authorized denominations will be delivered to the transferee. This Bond may be exchanged at the Corporate Trust Office of the Trustee, upon payment of the charges provided in the Trust Agreement, for Bonds evidencing and representing a like aggregate principal amount of Bonds of the same maturity date of other authorized denominations. The Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest and principal and redemption premium, if any, evidenced and represented hereby and for all other purposes, whether this Bond will be overdue or not, and the Trustee will not be affected by any notice or knowledge to the contrary; and payment of the interest and principal and redemption premium, if any, on this Bond will be made only to such registered owner, which payments will be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid.
Item 8.1
Mountain House Page 215 of 618 A-4
The obligation of the Authority to pay the Bonds is a special obligation of the Authority payable solely from the Authority Revenues (as defined in the Trust Agreement) and the obligation of the City to make the 2026 Payments is a special obligation of the City payable solely from the Pledged Facility Component Revenues on a parity with the other Subordinate Parity Obligations (as defined in the Contracts) of the City’s Wastewater System, Water System, and Storm Drain System, as applicable. The general fund of the City is not liable, and neither the faith and credit nor the taxing power of the City is pledged, for the payment of the 2026 Payments under the Contract.
The Trustee has no obligation or liability to the Bond owners for the payment of the interest or principal or the redemption premiums, if any, on the Bonds; but rather the Trustee’s sole obligations are those stated in the Trust Agreement. No member, officer or employee of the Authority will be individually or personally liable for the payment of the interest or principal or redemption premiums, if any, on the Bonds by reason of their delivery, but nothing herein contained will relieve any such member, officer or employee from the performance of any official duty provided by applicable provisions of law or hereby. The Trust Agreement prescribes the manner in which it may be discharged and after which the Bonds will no longer be secured by or entitled to the benefits of the Trust Agreement.
The Authority has certified that all acts, conditions and things required by the Constitution and statutes of the State of California and the Trust Agreement, to have been performed, to have happened and to exist precedent to and in connection with the execution and delivery of this Bond, have been performed, have happened and do exist in regular and due time, form and manner as required by law, and that the Authority is duly authorized to execute and deliver this Bond, and that the amount of this Bond, together with all other Bonds executed and delivered under the Trust Agreement, is not in excess of the amount of Bonds authorized to be executed and delivered thereunder.
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 issued is registered in the name of Cede & Co. or in such other name as is 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 inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
Item 8.1
Mountain House Page 216 of 618 A-5
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 countersigned by the facsimile signature of its Secretary of the Board of Directors, all as of the Bond Date stated above.
MOUNTAIN HOUSE FINANCING AUTHORITY
By:
Executive Director
By:
Secretary of the Board of Directors
[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds described in the Trust Agreement.
Dated: __________
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
By:
Authorized Signatory
Item 8.1
Mountain House Page 217 of 618 A-6
STATEMENT OF INSURANCE
[FORM OF 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 Trustee 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 218 of 618 A-7
[FORM OF CAPITAL APPRECIATION BOND]
No. R-________ $ _________
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BOND
SUBORDINATE SERIES 2026
Accretion Rate Maturity Date Bond Date CUSIP
________% December 1, ____ ___________, 2026 ________ ____ REGISTERED OWNER: CEDE & CO
DENOMINATIONAL AMOUNT: $ _________________
MATURITY VALUE: $ _________________
The Mountain House Financing Authority, a joint exercise of powers agency duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), for value received, hereby promises to pay solely from the Authority Revenues or amounts in certain funds and accounts held under the Trust Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), the Maturity Value stated above on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above. The Accreted Value (as such term is defined in the within-mentioned Trust Agreement) of this Bond as of any date will be determined in accordance with the Bond Accreted Value Table set forth hereon, representing the principal amount per $5,000 of Maturity Value together with interest thereon from the Bond Date stated above, compounded semiannually on June 1 and December 1 of each year, commencing June 1, 2027 (each, a “Compounding Date”), on the basis of a 360-day year comprised of twelve 30- day months, at a rate equal to the Accretion Rate per annum set forth above.
The Accreted Value 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 designated corporate trust office of Computershare Trust Company, N.A., as trustee (the “Trustee”), initially its corporate trust office located in Saint Paul, Minnesota. The Accreted Value hereof is payable in lawful money of the United States of America to the person in whose name this Bond is registered (the “Registered Owner”) on the Bond registration books maintained by the Trustee at such Owner’s address as it appears on the registration books, or by wire transfer to an account within the United States made on such Interest Payment Date upon written instructions delivered to the Trustee by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.
The Bonds are being issued in the form of Current Interest Bonds in the aggregate principal amount of $_____ and as Capital Appreciation Bonds in the aggregate denominational Item 8.1
Mountain House Page 219 of 618 A-8
amount of $_____ (of which this Bond is one), all subject to the terms and conditions of the Trust Agreement.
This Bond is one of a duly authorized issue of bonds of the Authority designated “Mountain House Financing Authority Utility Systems Revenue Bonds, Subordinate Series 2026” (the “Bond”) issued pursuant to the Marks Roos Local Bond Pooling Act of 1985 (commencing with Section 6584 of the California Government Code) (the “Act”) and a Trust Agreement dated as of November 1, 2026 (the “Trust Agreement”) between the Authority and the Trustee. Copies of the Trust Agreement are on file at the Corporate Trust Office of the Trustee and reference is hereby made to the Trust Agreement and to any and all amendments thereof and supplements thereto for a description of the agreements, conditions, covenants and terms of the Bonds, for the nature, extent and manner of enforcement of such agreements, conditions, covenants and terms, for the rights and remedies of the registered owners of the Bonds with respect thereto and for the other agreements, conditions, covenants and terms upon which the Bonds are executed and delivered.
The Bonds are special obligations of the Authority and this Bond and the interest hereon and all other Bonds and the interest thereon (to the extent set forth in the Trust Agreement) are payable from, and are secured by a lien on, Authority Revenues (as that term is defined in the Trust Agreement). The Authority Revenues consist primarily of installment payments (“2026 Payments”) to be made under and pursuant to that certain (i) 2026 Supplemental Installment Purchase Contract (Wastewater System), dated as of November 1, 2026, which is supplemental to that certain Master Contract (Wastewater System), dated as of December 1, 2019, (ii) 2026 Supplemental Installment Purchase Contract (Water System), dated as of November 1, 2026, which is supplemental to that certain Master Contract (Water System), dated as of December 1, 2019, and (iii) 2026 Supplemental Installment Purchase Contract (Storm Drain System), dated as of November 1, 2026, which is supplemental to that certain Master Contract (Storm Drain System), dated as of December 1, 2019, each by and between the City of Mountain House (as successor to the Mountain House Community Services District) (the “City”) and the Authority (which Master Contracts as supplemented and amended to date, are referred to herein, collectively, as the “Contracts”), all of which rights to receive such 2026 Payments have been assigned by the Authority to the Trustee, or any other association or corporation which may at any time be substituted in place of the original trustee as provided the Trust Agreement.
Capitalized terms used in this Bond not otherwise defined herein will have the meanings given such terms in the Trust Agreement hereinafter mentioned or in the Contracts.
The Bonds are subject to optional redemption prior to their respective stated maturity dates, upon notice as hereinafter provided, from prepayment of 2026 Payments made by the City pursuant to the Contracts, as a whole or in part (from such maturity dates as are designated by the Authority to the Trustee at the direction of the City or, if the Authority fails to designate such maturity dates, in inverse order of maturity date and randomly within a maturity date) on any Compounding Date (as defined in the Trust Agreement) on or after December 1, ______, at a redemption price equal to the Accreted Value of the Bonds called for redemption, including accrued and unpaid interest to the redemption date, without premium.
Notice of redemption of any Bond selected for redemption will be mailed by the Trustee not less than 20 days nor more than 60 days before the redemption date to the registered owner hereof, subject to and in accordance with provisions of the Trust Agreement with respect thereto. If notice of redemption has been duly given as aforesaid and money for the payment of the redemption price is held by the Trustee, then this Bond will, on the redemption date designated in such notice, become due and payable, and from and after the date so designated Item 8.1
Mountain House Page 220 of 618 A-9
interest on this Bond will cease to accrue, and the registered owner of this Bond will have no rights with respect hereto except to receive payment of the redemption price hereof.
This Bond is transferable on the books required to be kept for that purpose at the Corporate Trust Office of the Trustee in whose name it is registered, in person or by his duly authorized attorney, upon payment of the charges provided in the Trust Agreement, and upon surrender of this Bond for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Trustee, and thereupon a new Bond or Bonds of the same maturity date evidencing and representing a like aggregate principal amount in authorized denominations will be delivered to the transferee. This Bond may be exchanged at the Corporate Trust Office of the Trustee, upon payment of the charges provided in the Trust Agreement, for Bonds evidencing and representing a like aggregate principal amount of Bonds of the same maturity date of other authorized denominations. The Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest and principal and redemption premium, if any, evidenced and represented hereby and for all other purposes, whether this Bond will be overdue or not, and the Trustee will not be affected by any notice or knowledge to the contrary; and payment of the interest and principal and redemption premium, if any, on this Bond will be made only to such registered owner, which payments will be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid.
The obligation of the Authority to pay the Bonds is a special obligation of the Authority payable solely from the Authority Revenues (as defined in the Trust Agreement) and the obligation of the City to make the 2026 Payments is a special obligation of the City payable solely from the Pledged Facility Component Revenues on a parity with the other Subordinate Parity Obligations (as defined in the Contracts) of the City’s Wastewater System, Water System, and Storm Drain System, as applicable. The general fund of the City is not liable, and neither the faith and credit nor the taxing power of the City is pledged, for the payment of the 2026 Payments under the Contract.
The Trustee has no obligation or liability to the Bond owners for the payment of the interest or principal or the redemption premiums, if any, on the Bonds; but rather the Trustee’s sole obligations are those stated in the Trust Agreement. No member, officer or employee of the Authority will be individually or personally liable for the payment of the interest or principal or redemption premiums, if any, on the Bonds by reason of their delivery, but nothing herein contained will relieve any such member, officer or employee from the performance of any official duty provided by applicable provisions of law or hereby. The Trust Agreement prescribes the manner in which it may be discharged and after which the Bonds will no longer be secured by or entitled to the benefits of the Trust Agreement.
The Authority has certified that all acts, conditions and things required by the Constitution and statutes of the State of California and the Trust Agreement, to have been performed, to have happened and to exist precedent to and in connection with the execution and delivery of this Bond, have been performed, have happened and do exist in regular and due time, form and manner as required by law, and that the Authority is duly authorized to execute and deliver this Bond, and that the amount of this Bond, together with all other Bonds executed and delivered under the Trust Agreement, is not in excess of the amount of Bonds authorized to be executed and delivered thereunder.
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, Item 8.1
Mountain House Page 221 of 618 A-10
or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is 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 inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
Item 8.1
Mountain House Page 222 of 618 A-11
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 countersigned by the facsimile signature of its Secretary of the Board of Directors, all as of the Bond Date stated above.
MOUNTAIN HOUSE FINANCING AUTHORITY
By:
Executive Director
By:
Secretary of the Board of Directors
[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds described in the Trust Agreement.
Dated: __________
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
By:
Authorized Signatory
Item 8.1
Mountain House Page 223 of 618 A-12
STATEMENT OF INSURANCE
[FORM OF 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 Trustee 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.
***To be attached:***
BOND ACCRETED VALUE TABLE
Item 8.1
Mountain House Page 224 of 618 B-1
EXHIBIT B
PROVISIONS RELATING TO
THE 2026 INSURANCE POLICY
The following terms and provisions are hereby incorporated into this Trust Agreement by this reference. Such provisions shall control and supersede any conflicting or inconsistent provisions in this Trust Agreement.
Item 8.1
Mountain House Page 225 of 618 C-1
EXHIBIT C
PROVISIONS RELATING TO
THE 2026 RESERVE POLICY
The following terms and provisions are hereby incorporated into this Trust Agreement by this reference. Such provisions shall control and supersede any conflicting or inconsistent provisions in this Trust Agreement.
Item 8.1
Mountain House Page 226 of 618 Stradling Yocca Carlson & Rauth
Draft of 10/5/26
4928-8346-2358v2/024667-0222
$__________
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BONDS
SUBORDINATE SERIES 2026
BOND PURCHASE CONTRACT
______, 2026
Mountain House Financing Authority
251 E. Main Street
Mountain House, California 95391
City of Mountain House
251 E. Main Street
Mountain House, California 95391
Ladies and Gentlemen:
Piper Sandler & Co. (the “Underwriter”) offers to enter into this Bond Purchase Contract (this “Purchase Contract”) with the Mountain House Financing Authority (the “Authority”) and the City of Mountain House (the “City”). This offer is made subject to its acceptance by execution by the Authority and the City of this Purchase Contract and delivery of the same to the Underwriter on or before 11:59 p.m., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Authority and the City at any time prior to such acceptance. Upon the acceptance hereof by the Authority and the City, the Purchase Contract will be binding upon the Authority, the City and the Underwriter. Capitalized terms that are used in this Purchase Contract and not otherwise defined have the respective meanings given to such terms in the Trust Agreement (as such term is defined below).
Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations set forth in this Purchase Contract, the Underwriter agrees to purchase from the Authority, and the Authority agrees to sell and deliver to the Underwriter, all (but not less than all) of the Mountain House Financing Authority Utility System Revenue Bonds, Subordinate Series 2026 (the “Bonds”) at a purchase price of $__________ (being an amount equal to the principal amount of the Bonds, [plus/less] a [net] original issue [premium/discount] of $__________ and less an Underwriter’s discount of $__________. The obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be conditioned on the sale and delivery of all of the Bonds by the Authority to the Underwriter at Closing (as such term is defined herein). [The Bonds identified in Exhibit A hereto as “Insured Bonds” shall be insured under a municipal bond insurance policy for the Bonds (the “Policy”) from __________ (the “Insurer”). A municipal bond debt service reserve insurance policy for the Bonds (the “Reserve Surety”) shall also be purchased from the Insurer. The Reserve Surety will be credited to the Reserve Fund and the Reserve Accounts therein to be established pursuant to the Trust Agreement. In connection with the Item 8.1
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Closing (as defined below), the Underwriter agrees to wire $__________ to the Insurer as an accommodation to the Authority as payment of the premiums for the Policy and the Reserve Surety.] Section 2. Bond Terms; Authorizing Instruments.
(a) The Bonds shall be dated their date of delivery and shall mature and bear interest as set forth on Exhibit A. The Bonds shall be as described in, and shall be issued and secured under, a Trust Agreement for the Bonds (the “Trust Agreement”) dated as of November 1, 2026, by and between the Authority and Computershare Trust Company, N.A., as trustee (the “Trustee”). The Bonds are payable and subject to redemption as provided in the Trust Agreement and as described in the Official Statement (as such term is defined herein). (b) The Bonds will be issued pursuant to pursuant to the Marks Roos Local Bond Pooling Act of 1985 (commencing with Section 6584 of the California Government Code) (the “Law”) and a Resolution adopted by the Board of Directors of the Authority on ______, 2026. The Bonds are limited obligations of the Authority payable primarily from the “Authority Revenues” (as defined in the Trust Agreement), consisting principally of installment payments from and secured by the City’s pledge of Pledged Facility Component Revenues under and as defined in the Master Contracts (as defined in the Trust Agreement) for each of the City’s Water System, Wastewater System and Storm Drain System, all revenues and income derived from the portion of monthly rates designated as the Pledged Facility Component (as such term is described in the Project Acquisition Agreements and Ordinance No. 4182(a), adopted by the [Mountain House Community Services District] on December 10, 2002 and subsequent ordinances or resolutions setting Pledged Facility Component rates (the “Utility Ordinance”)) received by the City for service provided by each system. Payments made to the Authority under each respective Master Contract are special limited obligations of the City, payable pursuant to each Master Contract from and secured by, without cross-collateralization among the Master Contracts or Systems, a subordinate lien and pledge of the applicable Pledged Facility Component Revenues.
(c) The Bonds are being issued to (i) provide funds to repay developers for the cost of improvements to the water system, wastewater system, and storm drain system of the City, (ii) fund a reserve fund for the Bonds, (iii) fund capitalized interest on the Bonds through December 1, 2027, and (iv) pay certain costs of issuing the Bonds.
Section 3. Public Offering. The Underwriter agrees to make an initial bona fide public offering of all of the Bonds, at not in excess of the initial public offering yields or prices set forth on Exhibit A. Following the initial public offering of the Bonds, the offering prices may be changed from time to time by the Underwriter. The Authority and the City acknowledge and agree that: (a) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm’s length commercial transaction between the Authority, the City and the Underwriter, and the only obligations that the Underwriter has to the Authority and the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Contract; (b) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as such term is defined in Section 15B of The Securities Exchange Act of 1934, as amended) to the Authority or the City; (c) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Authority or the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority or the City on other matters); Item 8.1
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(d) the Underwriter has financial and other interests that may differ from and be adverse to those of the Authority and the City; and (e) the Authority and the City have consulted their own legal, financial, accounting, tax and other advisors to the extent that they have deemed appropriate.
Section 4. Official Statement; Continuing Disclosure.
(a) The Authority and the City have delivered to the Underwriter the Preliminary Official Statement dated ______, 2026 (the “Preliminary Official Statement”) and will deliver to the Underwriter the final Official Statement dated the date of this Purchase Contract (as amended and supplemented from time to time pursuant to Section 5(i) of this Purchase Contract, the “Official Statement”) within seven business days.
(b) The Authority and the City authorize the use of the Official Statement and the information contained therein by the Underwriter in connection with the public offering and the sale of the Bonds. The Authority and the City consent to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds.
The Underwriter agrees that it will not send any confirmation requesting payment for the purchase of any Bonds unless the confirmation is accompanied by or preceded by the delivery of a copy of the Official Statement. The Underwriter agrees: (i) to provide the Authority and the City with final pricing information on the Bonds on a timely basis prior to the Closing; and (ii) to take any and all other actions necessary to comply with applicable rules of the Securities and Exchange Commission (the “SEC”) and the Municipal Securities Rulemaking Board (the “MSRB”) governing the offering, sale and delivery of the Bonds to ultimate purchasers.
(c) In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the provisions of SEC Rule 15c2-12 (“Rule 15c2-12”), the City will enter into a Continuing Disclosure Certificate (the “Continuing Disclosure Undertaking”) dated the date of the Closing, under which the City will undertake to provide certain financial and operating data as required by Rule 15c2-12. The form of the Continuing Disclosure Undertaking is attached as an appendix to the Preliminary Official Statement.
Section 5. Representations, Warranties and Covenants of the Authority and the District.
(a) The Authority hereby represents, warrants and agrees with the City and the Underwriter that:
(i) The Board of Directors (the “Authority Board”) of the Authority has taken official action by resolution (the “Authority Resolution”) adopted by a majority of the members of the Board at a regular meeting that was duly called, noticed and conducted, at which a quorum was present and acting throughout, authorizing the execution, delivery and due performance of: (i) the Trust Agreement; (ii) the 2026 Supplemental Contracts (as defined in the Trust Agreement); and (iii) this Purchase Contract (and, together with the Master Contracts, collectively, the “Authority Agreements”) and the Official Statement, and the taking of any and all such action as may be required on the part of the Authority to carry out, give effect to and consummate the transactions that are contemplated hereby.
Item 8.1
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(ii) The Authority is a joint exercise of powers authority duly organized and validly existing under and pursuant to the laws of the State of California (the “State”) and has all necessary power and authority to adopt the Authority Resolution and to enter into and perform its duties under the Authority Agreements. (iii) By all necessary official action, the Authority has: (i) duly authorized the preparation and delivery of the Preliminary Official Statement and the preparation, execution and delivery of the Official Statement; (ii) duly authorized and approved the execution and delivery of, and the performance of its obligations under, the Bonds and the Authority Agreements; and (iii) duly authorized the consummation by the Authority of all other transactions contemplated by the Authority Resolution, the Authority Agreements, the Preliminary Official Statement and the Official Statement. When executed and delivered, the Authority Agreements (assuming due authorization, execution and delivery by and enforceability against the other parties thereto) will be in full force and effect and each will constitute legal, valid and binding agreements or obligations of the Authority, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally, the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State.
(iv) At the time of the Authority’s acceptance hereof and at all times subsequent thereto up to and including the time of the Closing, the information and statements in the Official Statement do not and will not contain any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no representation is made with respect to information relating to DTC (as such term is defined herein) or DTC’s book-entry system, the Insurer, the Policy or the Reserve Surety). (v) As of the date hereof, except as described in the Preliminary Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body that is pending against, which has been duly served on and received by, the Authority, and, to the best knowledge of the Authority, there is no action, suit, proceeding or investigation threatened wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the Authority, or the titles of its members or officers; (ii) in any way question or affect the validity or enforceability of the Authority Agreements, the Bonds or the exclusion of the interest on the Bonds from federal income taxation; (iii) in any way question or affect the Purchase Contract or the transactions contemplated by the Purchase Contract, the Official Statement, or any other agreement or instrument to which the Authority is a party relating to the Bonds; or (iv) have a material adverse effect on the ability of the Authority to make payments of principal and interest on the Bonds when due.
(vi) There is no consent, approval, authorization or other order of, filing or registration with, or certification by, any regulatory authority that has jurisdiction over the Authority that is required for the execution and delivery of this Purchase Item 8.1
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Contract and the other Authority Agreements or the consummation by the Authority of the other transactions that are contemplated by the Official Statement or the Authority Agreements.
(vii) Any certificate that is signed by any official of the Authority who is authorized to do so shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein.
(viii) The Authority is not in default, and at no time has the Authority defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding. (ix) If any event occurs of which the Authority has knowledge between the date of this Purchase Contract and the date of the Closing that might or would cause the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact that is required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority will notify the Underwriter and if, in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will cooperate with the Underwriter and in causing the Official Statement to be amended or supplemented in a form and in a manner that is approved by the Underwriter. All expenses that are thereby incurred will be paid by the Authority and the City, and the Underwriter will file, or cause to be filed, the amended or supplemented Official Statement with the MSRB’s Electronic Municipal Market Access database (“EMMA”).
(x) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order: (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions. The Authority will not be required to execute a general or special consent to service of process or to qualify to do business in connection with any such qualification or determination in any jurisdiction. (xi) The Authority is not in any material respect in breach of or default under: (i) any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either; (ii) any applicable judgment or decree; or (iii) any loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party, which breach or default has or may have an adverse effect on the ability of the Authority to perform its obligations under the Authority Agreements, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the adoption, execution and delivery of the Authority Agreements, if applicable, and compliance with the provisions on the Authority’s part contained therein, will not conflict in any material way with or constitute a material Item 8.1
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breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Agreements.
(xii) The Authority will refrain from taking any action, or permitting any action to be taken, with regard to which the Authority may exercise control, that results in the loss of the tax-exempt status of the interest on the Bonds for federal income tax purposes.
(b) The City hereby represents, warrants and agrees with the Authority and the Underwriter that:
(i) The City Council (the “City Council”) of the City has taken official action by resolution (the “City Resolution”) adopted by a majority of the members of the City Council at a regular meeting that was duly called, noticed and conducted, at which a quorum was present and acting throughout, authorizing the execution, delivery and due performance of: (i) the Continuing Disclosure Undertaking; (ii) the 2026 Supplemental Contracts; and (iii) this Purchase Contract (together with the Master Contracts, collectively, the “City Agreements”) and the Official Statement, and the taking of any and all such action as may be required on the part of the City to carry out, give effect to and consummate the transactions that are contemplated hereby.
(ii) The City is a general law city and municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of California and has all necessary power and authority to adopt the City Resolution and to enter into and perform its duties under the City Agreements. (iii) By all necessary official action, the City has: (i) duly authorized the preparation and delivery of the Preliminary Official Statement and the preparation, execution and delivery of the Official Statement; (ii) duly authorized and approved the execution and delivery of, and the performance of its obligations under, the Bonds and the City Agreements; and (iii) duly authorized the consummation by the City of all other transactions contemplated by the City Resolution, the City Agreements, the Preliminary Official Statement and the Official Statement. When executed and delivered, the City Agreements (assuming due authorization, execution and delivery by and enforceability against the other parties thereto) will be in full force and effect and each will constitute legal, valid and binding agreements or obligations of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally, the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State.
Item 8.1
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(iv) At the time of the City’s acceptance hereof and at all times subsequent thereto up to and including the time of the Closing, the information and statements in the Official Statement do not and will not contain any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no representation is made with respect to information relating to DTC (as such term is defined herein) or DTC’s book-entry system, the Insurer, the Policy or the Reserve Surety). (v) As of the date hereof, except as described in the Preliminary Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body that is pending against, which has been duly served on and received by, the City, and, to the best knowledge of the City, there is no action, suit, proceeding or investigation threatened wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the City, or the titles of its members or officers; (ii) in any way question or affect the validity or enforceability of the City Agreements, the Bonds or the exclusion of the interest on the Bonds from federal income taxation; (iii) in any way question or affect the Purchase Contract or the transactions contemplated by the Purchase Contract, the Official Statement, or any other agreement or instrument to which the City is a party relating to the Bonds; or (iv) have a material adverse effect on the financial condition of the City or the ability of the City to make payments from and pledge the Pledged Facility Component Revenues.
(vi) There is no consent, approval, authorization or other order of, filing or registration with, or certification by, any regulatory authority that has jurisdiction over the City that is required for the execution and delivery of this Purchase Contract and the other City Agreements or the consummation by the City of the other transactions that are contemplated by the Official Statement or the City Agreements. (vii) Any certificate that is signed by any official of the City who is authorized to do so shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein.
(viii) The City is not in default, and at no time has the City defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding. (ix) If any event occurs of which the City has knowledge between the date of this Purchase Contract and the date of the Closing that might or would cause the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact that is required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify the Underwriter and if, in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will cooperate with the Underwriter in causing the Official Statement to be amended or supplemented in a form and in a manner that is approved by the Underwriter. All expenses that are Item 8.1
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thereby incurred will be paid by the City, and the Underwriter will file, or cause to be filed, the amended or supplemented Official Statement with EMMA. (x) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order: (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions. The City will not be required to execute a general or special consent to service of process or to qualify to do business in connection with any such qualification or determination in any jurisdiction.
(xi) The City is not in any material respect in breach of or default under:
(i) any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either; (ii) any applicable judgment or decree; or (iii) any loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the City is a party, which breach or default has or may have an adverse effect on the ability of the City to perform its obligations under the City Agreements, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the adoption, execution and delivery of the City Agreements, if applicable, and compliance with the provisions on the City’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the City is a party, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such law, regulation or instrument, except as may be provided by the City Agreements. (xii) Except as set forth in the Official Statement under the caption “CONTINUING DISCLOSURE,” the City has complied in all material respects with its continuing disclosure undertakings in the past five years. (xiii) The financial statements relating to the receipts, expenditures and cash balances of the City as of June 30, 2025 attached as an appendix to the Official Statement fairly represent the receipts, expenditures and cash balances of the City as of such date. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Underwriter, there has not been any materially adverse change in the financial condition of the City or in its operations since June 30, 2025 and there has been no occurrence, circumstance or combination thereof that is reasonably expected to result in any such materially adverse change.
(xiv) The City will refrain from taking any action, or permitting any action to be taken, with regard to which the City may exercise control, that results in the loss of the tax-exempt status of the interest on the Bonds for federal income tax purposes.
Item 8.1
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Section 6. The Closing.
(a) At 8:00 A.M., California time, on ______, 2026, or on such earlier or later time or date as may be agreed upon by the Underwriter and the City (the “Closing”), the Authority shall deliver, or cause to be delivered, to the Trustee the Bonds in definitive form, registered in the name of Cede & Co., as the nominee of The Depository Trust Company, New York, New York (“DTC”) (so that the Bonds may be authenticated by the Trustee and credited to the account that is specified by the Underwriter under DTC’s FAST procedures). Prior to the Closing, the Authority and the City shall deliver, at the offices of Jones Hall LLP (“Bond Counsel”) in San Mateo, California, or at such other place as is mutually agreed upon by the Underwriter, the Authority and the City, the other documents that are described in this Purchase Contract. On the date of the Closing, the Underwriter shall pay the purchase price of the Bonds as set forth in Section 1 of this Purchase Contract in immediately available funds to the order of the Trustee. (b) The Bonds shall be issued in fully registered form and shall be prepared and delivered as one Bond for each maturity registered in the name of a nominee of DTC. It is anticipated that CUSIP identification numbers will be inserted on the Bonds, but neither the failure to provide such numbers nor any error with respect thereto shall constitute a cause for failure or refusal by the Underwriter to accept delivery of the Bonds in accordance with the terms of this Purchase Contract.
Section 7. Conditions to Underwriter’s Obligations. The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein and to be contained in the documents and instruments to be delivered on the date of the Closing, and upon the performance by the Authority and the City of its obligations to be performed hereunder and under such documents and instruments to be delivered at or prior to the date of the Closing. The Underwriter’s obligations under this Purchase Contract are and shall also be subject to the following conditions:
(a) The representations and warranties of the Authority and the City that are contained in this Purchase Contract shall be true and correct in all material respects on the date of this Purchase Contract and on and as of the date of the Closing as if made on the date of the Closing. (b) As of the date of the Closing, the Official Statement shall not have been amended, modified or supplemented, except in any case as may have been agreed to by the Underwriter. (c) (i) As of the date of the Closing, the Authority Resolution, the Authority Agreements, the City Resolution and the City Agreements shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to by the Authority, the City and the Underwriter; and (ii) the Authority and the City shall perform or shall have performed all of the obligations that are required under or specified in the Authority Resolution, Authority Agreement, the City Resolution and the City Agreements, as applicable, to be performed at or prior to the date of the Closing.
(d) As of the date of the Closing, all necessary official actions of the Authority and the City relating to the Authority Agreements, the Authority Resolution, the City Agreements, the City Resolution, as applicable, and the Official Statement shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect.
Item 8.1
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(e) Subsequent to the date of this Purchase Contract, up to and including the date of the Closing, there shall not have occurred any change in the financial affairs of the City, as described in the Official Statement, which in the reasonable professional judgment of the Underwriter materially impairs the investment quality of the Bonds.
(f) As of or prior to the date of the Closing, the Underwriter shall have received each of the following documents:
(A) Certified copies of the Authority Resolution and the City Resolution. (B) Duly executed copies of the Authority Agreements and the City Agreements. (C) The Preliminary Official Statement and the Official Statement, with the Official Statement duly executed on behalf of the Authority and the City. (D) An approving opinion of Bond Counsel, dated the date of the Closing, as to the validity of the Bonds, the exclusion of interest on the Bonds from federal income taxation, and the exclusion of interest on the Bonds from State income taxation, addressed to the Authority, substantially in the form attached as an appendix to the Official Statement, and a reliance letter with respect thereto addressed to the Underwriter and the Trustee. (E) A supplemental opinion or opinions of Bond Counsel, dated the date of the Closing, addressed to the Underwriter, to the effect that:
(1) The Purchase Contract has been duly executed and delivered by the Authority and the City and (assuming due authorization, execution and delivery by and enforceability against the Underwriter) is valid and binding upon the Authority and the City, subject to laws relating to bankruptcy, insolvency, reorganization or creditors’ rights generally and to the application of equitable principles;
(2) The Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Trust Agreements are exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and
(3) The statements contained in the Official Statement on the cover and under the captions “INTRODUCTION,” “FINANCING PLAN,” “THE 2026 BONDS” (excluding therefrom the statements pertaining to DTC, the Insurer, the Policy or the Reserve Surety), “SECURITY FOR THE 2026 BONDS” and “TAX MATTERS,” and in Appendices B and D, excluding any material that may be treated as included under such captions by cross-reference, insofar as such statements expressly summarize certain provisions of the Bonds, the Authority Agreements and the City Agreements, and the form and content of Bond Counsel’s final approving opinion, are accurate in all material respects.
(F) An opinion of the City Attorney, as general counsel to the Authority, dated the date of the Closing, addressed to the Authority and the Underwriter, substantially in the form attached hereto as Exhibit D.
(G) An opinion of the City Attorney, dated the date of the Closing, addressed to the City and the Underwriter, substantially in the form attached hereto as Exhibit E.
Item 8.1
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(H) Executed Rule 15c2-12 certificates of the Authority and the City, dated the date of the Preliminary Official Statement, substantially in the forms attached hereto as Exhibits B-1 and B-2.
(I) Executed closing certificates of the Authority and the City, dated the date of the Closing, substantially in the forms attached hereto as Exhibits C-1 and C-2. (J) The opinion or opinions of counsel of the Trustee, addressed to the Authority and the City and the Underwriter, substantially to the effect that:
(1) The Trustee is a national banking association that is duly organized and validly existing under the laws of the United States of America, having corporate power to execute and deliver the Trust Agreement; and
(2) The Trust Agreement has been duly authorized, executed and delivered by the Trustee, and, assuming due authorization, execution and delivery by the City, the Trust Agreement constitutes the legal, valid and binding agreement of the Trustee, enforceable in accordance with its terms, subject to laws relating in bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and the application of equitable principles if equitable remedies are sought.
(K) A certificate or certificates, dated the date of the Closing, in form and substance acceptable to the Underwriter, of an authorized officer of officers of the Trustee to the effect that the Trustee is duly authorized to enter into the Trust Agreement, has accepted its duties imposed by the Trust Agreement and is authorized to carry out such duties, and that the Trustee has duly authenticated the Bonds.
(L) Evidence of required filings with the California Debt and Investment Advisory Commission.
(M) A copy of the executed Blanket Issuer Letter of Representations by and between the City and DTC relating to the book-entry system. (N) Evidence that the underlying and insured ratings that have been assigned to the Bonds as of the date of the Closing are as set forth in the Official Statement. (O) A certified copy of the general resolution of the Trustee authorizing the execution and delivery of certain documents by certain officers of the Trustee, which resolution authorizes the execution and delivery of the Trust Agreement and the authentication and delivery of the Bonds by the Trustee.
(P) An opinion of Stradling Yocca Carlson & Rauth LLP, counsel to the Underwriter, addressed to the Underwriter and in form and substance satisfactory to the Underwriter. (Q) A Tax Certificate with respect to maintaining the tax-exempt status of the Bonds, duly executed by the Authority and the City, together with evidence that federal tax information Form 8038-G has been prepared for filing.
(R) A letter of Jones Hall LLP, as Disclosure Counsel, to the effect that, based upon an examination that they have made, and without having undertaken to determine Item 8.1
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independently or assuming any responsibility for the accuracy or completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement, as a matter of fact and not opinion, such counsel advises that, in its capacity as Disclosure Counsel, no facts came to the attention of the attorneys in such firm rendering legal services in connection with such representation that caused such counsel to believe that the Preliminary Official Statement as of its date and as of the date of the Purchase Contract and the Official Statement as of its date and as of the Closing (except for: (1) the expressions of opinion, the assumptions, the projections, the financial statements, or other financial, numerical, economic, demographic or statistical data contained in the Official Statement; (2) any CUSIP numbers or information relating thereto; and (3) any information with respect to DTC, DTC’s book-entry system, the Insurer, the Policy or the Reserve Surety) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(S) A copy of the debt management policy of the City which complies with Section 8855 of the California Government Code.
(T) Certified copies of the Project Acquisition Agreements. (U) A certified copy of the Utility Ordinance.
(V) [Evidence satisfactory to the Underwriter that the Trustee shall have received the Reserve Surety from the Insurer.]
(W) [A certificate of the Insurer as to the accuracy of the information in the Official Statement relating to the Insurer and the Policy.] (X) [An opinion of counsel to Insurer as to the due authorization and enforceability of the Policy and the Reserve Surety.]
(Y) Evidence that the conditions precedent to the issuance of Subordinate Parity Obligations set forth in each of the Master Contracts has been satisfied. (Z) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request to evidence compliance by the Authority and the City with legal requirements, the truth and accuracy, as of the date of the Closing, of the representations of the Authority and the City contained herein and of the Official Statement and the due performance or satisfaction by the Authority and the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Authority and the City, as applicable.
All of the opinions, letters, certificates, instruments and other documents that are mentioned in this Purchase Contract shall be deemed to be in compliance with the provisions of this Purchase Contract if, but only if, they are in form and substance satisfactory to the Underwriter. If the Authority and the City are unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds as set forth in this Purchase Contract, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and none of the Underwriter, the Authority or the City shall be under any further obligations Item 8.1
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hereunder, except that the respective obligations of the Authority, the City and the Underwriter that are set forth in Section 11 of this Purchase Contract shall continue in full force and effect.
Section 8. Conditions to Authority’s and City’s Obligations. The performance by the Authority and the City of their obligations under this Purchase Contract are conditioned upon: (i) the performance by the Underwriter of its obligations hereunder; and (ii) receipt by the Authority and the City of opinions addressed to the Authority and the City, as applicable, receipt by the Underwriter of opinions addressed to the Underwriter and the delivery of certificates on the date of the Closing by persons and entities other than the Authority and the City.
Section 9. Termination Events. The Underwriter shall have the right to terminate the Underwriter’s obligations under this Purchase Contract to purchase, accept delivery of and pay for the Bonds by notifying the Authority and the City of its election to do so if, after the execution hereof and prior to the Closing, any of the following events occurs:
(a) the marketability of the Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been materially and adversely affected by any decision that is issued by a court of the United States (including the United States Tax Court) or of the State, by any ruling or regulation (final, temporary or proposed) that is issued by or on behalf of the Department of the Treasury of the United States, the Internal Revenue Service, or other governmental agency of the United States, or any governmental agency of the State, or by a tentative decision or announcement by any member of the House Ways and Means Committee, the Senate Finance Committee, or the Conference Committee with respect to contemplated legislation or by legislation enacted by, pending in, or favorably reported to either the House of Representatives or either House of the Legislature of the State, or formally proposed to the Congress of the United States by the President of the United States or to the Legislature of the State by the Governor of the State in an executive communication, affecting the tax status of the Authority or the City, their property or income, their debt or contractual obligations (including the Bonds) or the interest thereon or any tax exemption granted or authorized by the Internal Revenue Code of 1986, as amended;
(b) the United States becomes engaged in hostilities that result in a declaration of war or a national emergency, or any other outbreak of hostilities occurs, or a local, national or international calamity or crisis occurs, financial or otherwise, the effect of such outbreak, calamity or crisis being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds;
(c) there occurs a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States, New York or State authorities; (d) a stop order, ruling, regulation or official statement by, or on behalf of, the SEC is issued or made to the effect that the issuance, offering or sale of the Bonds or obligations similar to the Bonds is or would be in violation of any provision of the Securities Act of 1933, as then in effect, the Securities Exchange Act of 1934, as then in effect, or the Trust Indenture Act of 1939, as then in effect;
(e) legislation is enacted by the House of Representatives or the Senate of the Congress of the United States of America, a decision by a court of the United States of America is rendered or a ruling or regulation by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter is made or proposed to the effect that the Bonds are not exempt from registration, Item 8.1
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qualification or other similar requirements of the Securities Act of 1933, as then in effect, or of the Trust Indenture Act of 1939, as then in effect;
(f) in the reasonable judgment of the Underwriter, the market price of the Bonds, or the market price of obligations of the general character of the Bonds, might be materially and adversely affected because additional material restrictions that are not in force as of the date hereof are imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(g) the Office of the Comptroller of the Currency, The New York Stock Exchange, or other national securities exchange, or any governmental authority, imposes, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increases materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, or financial responsibility requirements of the Underwriter; (h) a general banking moratorium is established by federal, New York or State authorities; (i) any legislation, ordinance, rule or regulation is introduced in or enacted by any governmental body, department or agency in the State or a decision of a court of competent jurisdiction within the State is rendered, which, in the reasonable opinion of the Underwriter, after consultation with the Authority and the District, materially adversely affects the market price of the Bonds;
(j) any federal or State court, authority or regulatory body takes action materially and adversely affecting the collection of revenues that are pledged under the Trust Agreement; (k) any rating of the securities of the Authority or the City is downgraded, suspended, withdrawn or placed on credit watch or similar status by a national rating service, which, in the reasonable opinion of the Underwriter, materially adversely affects the marketability or market price of the Bonds;
(l) an event occurs which in the reasonable opinion of the Underwriter requires a supplement or amendment to the Official Statement and: (i) the Authority and the City refuses to prepare and furnish such supplement or amendment; or (ii) in the reasonable judgment of the Underwriter, the occurrence of such event materially and adversely affects the marketability of the Bonds or renders the enforcement of the sale contracts of the Bonds impracticable; (m) an order, decree or injunction that is issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication that is issued or made by or on behalf of the SEC, or any other governmental authority having jurisdiction of the subject matter, to the effect that: (i) obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended; or (ii) the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; Item 8.1
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(n) additional material restrictions that are not in force as of the date hereof shall have been imposed upon trading in securities generally by any domestic governmental authority or by any domestic national securities exchange, which are material to the marketability of the Bonds; or (o) the commencement of any action, suit or proceeding described in Sections 5(a)(v) or 5(b)(v).
Section 10. Changes in Official Statement. After the Closing, the Authority and the City will not adopt any amendment of or supplement to the Official Statement to which the Underwriter shall reasonably object in writing. Within 90 days after the Closing or within 25 days following the “end of the underwriting period” (as such term is defined below), whichever occurs first, if any event relating to or affecting the Bonds, the Trustee, the Authority or the City occurs as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time that it is delivered to a purchaser, the Authority and the City will forthwith prepare and furnish to the Underwriter an amendment or supplement that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time that the Official Statement is delivered to a purchaser, not misleading. The Authority and the City will cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with the MSRB. As used herein, the term “end of the underwriting period” means the later of such time as: (i) the Authority delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Notwithstanding the foregoing, unless the Underwriter gives notice to the contrary, the “end of the underwriting period” will be the date of the Closing. Any notice that is delivered pursuant to this provision will be written notice delivered to the Authority and the City at or prior to the date of the Closing and will specify a date (other than the date of the Closing) to be deemed the “end of the underwriting period.” Section 11. Payment of Expenses.
(a) The Underwriter shall be under no obligation to pay, and the Authority or City, as applicable, shall pay the following expenses incident to the performance of the Authority’s and the City’s obligations hereunder:
(i) the fees and disbursements of Jones Hall LLP, as Bond Counsel and Disclosure Counsel, and Kosmont Financial Services, as municipal advisor to the Authority and the City (the “Municipal Advisor”);
(ii) the cost of printing and delivering the Bonds, the Preliminary Official Statement and the Official Statement (and any amendment or supplement that is prepared pursuant to Section 10 of this Purchase Contract);
(iii) the fees and disbursements of accountants, advisors and any other experts or consultants retained by the Authority and the City, including the Authority’s general counsel and the City’s general counsel; and
(iv) any other expenses and costs of the Authority or the City that are incident to the performance of their obligations in connection with the authorization, issuance and sale of the Item 8.1
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Bonds, including out-of-pocket expenses and regulatory expenses, reimbursement to the Underwriter for any meals and travel for Authority or City employees or officers that were paid for by the Underwriter and any other expenses agreed to by the parties. (b) The Underwriter shall pay all expenses incurred by it in connection with the public offering and distribution of the Bonds including, but not limited to:
(i) all advertising expenses in connection with the offering of the Bonds; (ii) fees of Underwriter’s Counsel; and
(iii) all out-of-pocket disbursements and expenses incurred by the Underwriter in connection with the offering and distribution of the Bonds (including, without limitation, the fees and expenses of its counsel and MSRB, CUSIP Bureau, California Debt and Investment Advisory Commission and California Public Securities Association fees, if any), except as provided in clause (a) above or as otherwise agreed to by the Underwriter, the Authority and the City.
Section 12. Notices. Any notice or other communication to be given to the Authority or the City under this Purchase Contract may be given by delivering the same in writing to the Authority and the City at the addresses that are set forth on the first page of this Purchase Contract, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to:
Piper Sandler & Co.
50 California Street, Suite 3100
San Francisco, California 94111
Attention: Ralph Holmes
Section 13. Survival of Representations, Warranties, Agreements. All of the Authority’s and the City’s representations, warranties and agreements that are contained in this Purchase Contract shall remain operative and in full force and effect regardless of: (a) any investigations made by or on behalf of the Underwriter; or (b) delivery of and payment for the Bonds pursuant to this Purchase Contract. The agreements contained in this Section and in Section 11 shall survive the termination of this Purchase Contract.
Section 14. Benefit; No Assignment. This Purchase Contract is made solely for the benefit of the Authority, the City and the Underwriter (including their successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. The rights and obligations created by this Purchase Contract are not subject to assignment by the Underwriter, the Authority or the City without the prior written consent of the other party hereto.
Section 15. Severability. In the event that any provision of this Purchase Contract is held to be invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Purchase Contract.
Section 16. Counterparts. This Purchase Contract may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute the Purchase Contract by signing any such counterpart.
Item 8.1
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Section 17. Establishment of Issue Price.
(a) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing (as defined below) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit F, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel (as defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Municipal Advisor, identified herein, and any notice or report to be provided to the Authority may be provided to the Authority’s Municipal Advisor.
(b) Except as otherwise set forth in Exhibit A attached hereto, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel. For purposes of this section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “holdthe-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following. (i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
Item 8.1
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(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The Authority acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in Item 8.1
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the third-party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offeringprice rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.
Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party; (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public);
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
(iv) “sale date” means the date of execution of this Purchase Contract by the Authority, the District and the Underwriter.
Section 18. Governing Law. This Purchase Contract shall be governed by the laws of the State.
Item 8.1
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Section 19. Effectiveness. This Purchase Contract shall become effective upon the execution of the acceptance hereof by an authorized officer of the Authority and the District, and shall be valid and enforceable as of the time of such acceptance.
Very truly yours,
PIPER SANDLER & CO.
By:
Title: Authorized Officer
Accepted as of ______ a.m./p.m.:
MOUNTAIN HOUSE FINANCING AUTHORITY
By:
Title: Authorized Officer
CITY OF MOUNTAIN HOUSE
By:
Title: Authorized Officer
Item 8.1
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EXHIBIT A
$__________
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BONDS
SUBORDINATE SERIES 2026
MATURITY SCHEDULE
Maturity
(December 1)
Principal
Amount
Interest
Rate Yield
Initial
Offering
Price
10% Test
Used
Hold the
Offering
Price Rule
Used
__________
I
Insured Bonds
*
Term Bond.
Item 8.1
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EXHIBIT B-1
$__________*
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BONDS
SUBORDINATE SERIES 2026
RULE 15c2-12 CERTIFICATE
I hereby certify that I am a duly appointed and acting representative of the Mountain House Financing Authority (the “Authority”) or an authorized administrative delegatee thereof (“Authorized Signatory”), and as such I am authorized to execute this certificate on behalf of the Authority.
I understand that there has been delivered to Piper Sandler & Co., as underwriter of the above captioned bonds (the “Bonds”), a Preliminary Official Statement relating to the Bonds, dated the date hereof (including the cover page, the introduction and all appendices thereto, the “Preliminary Official Statement”), which Preliminary Official Statement, as to only the sections thereof entitled “INTRODUCTION—The Authority,” “THE AUTHORITY” and “NO LITIGATION,” the Authority deems to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for information permitted to be omitted therefrom by Rule 15c2-12.
Dated: ______, 2026
MOUNTAIN HOUSE FINANCING AUTHORITY
By:
Authorized Officer
___________________________
* Preliminary; subject to change.
Item 8.1
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EXHIBIT B-2
$__________*
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BONDS
SUBORDINATE SERIES 2026
RULE 15c2-12 CERTIFICATE
I hereby certify that I am a duly appointed and acting representative of the City of Mountain House (the “City”) or an authorized administrative delegatee thereof (“Authorized Signatory”), and as such I am authorized to execute this certificate on behalf of the City.
I understand that there has been delivered to Piper Sandler & Co., as underwriter of the above captioned bonds (the “Bonds”), a Preliminary Official Statement relating to the Bonds, dated the date hereof (including the cover page, the introduction and all appendices thereto, the “Preliminary Official Statement”), which Preliminary Official Statement the Authority deems to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for (i) information regarding the Authority, and (ii) information permitted to be omitted therefrom by Rule 15c2-12.
Dated: ______, 2026
CITY OF MOUNTAIN HOUSE
By:
Authorized Officer
___________________________
* Preliminary; subject to change.
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EXHIBIT C-1
$__________
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BONDS
SUBORDINATE SERIES 2026
CLOSING CERTIFICATE OF THE AUTHORITY
The undersigned hereby certifies and represents that the undersigned is the duly appointed and acting representative of the Mountain House Financing Authority (the “Authority”), and is duly authorized to execute and deliver this Certificate and further hereby certifies and reconfirms on behalf of the Authority as follows:
(i) The representations, warranties and covenants of the Authority that are contained in the Bond Purchase Contract, ______, 2026 (the “Purchase Contract”), by and among the Authority, City of Mountain House and Piper Sandler & Co., as underwriter, are true and correct and in all material respects on and as of the date of the Closing, with the same effect as if made on the date of the Closing.
(ii) The Authority Resolution is in full force and effect at the date of the Closing and has not been amended, modified or supplemented, except as agreed to by the Authority and the Underwriter.
(iii) The Authority has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or prior to the date of the Closing. (iv) The statements and descriptions in the Official Statement that pertain to the Authority do not contain any untrue or misleading statement of a material fact and do not omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.
Capitalized terms used but not defined herein have the meanings given to such terms in the Purchase Contract.
Dated: ______, 2026
MOUNTAIN HOUSE FINANCING AUTHORITY
By:
Authorized Officer
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$__________
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BONDS
SUBORDINATE SERIES 2026
CLOSING CERTIFICATE OF THE CITY
The undersigned hereby certifies and represents that the undersigned is the duly appointed and acting representative of the City of Mountain House (the “City”), and is duly authorized to execute and deliver this Certificate and further hereby certifies and reconfirms on behalf of the City as follows:
(i) The representations, warranties and covenants of the City that are contained in the Bond Purchase Contract, dated ______, 2026 (the “Purchase Contract”), by and among the Mountain House Financing Authority, the City and Piper Sandler & Co., as underwriter, are true and correct and in all material respects on and as of the date of the Closing, with the same effect as if made on the date of the Closing.
(ii) The City Resolution is in full force and effect at the date of the Closing and has not been amended, modified or supplemented, except as agreed to by the City and the Underwriter.
(iii) The City has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or prior to the date of the Closing. (iv) The statements and descriptions in the Official Statement that pertain to the City do not contain any untrue or misleading statement of a material fact and do not omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.
Capitalized terms used but not defined herein have the meanings given to such terms in the Purchase Contract.
Dated: ______, 2026
CITY OF MOUNTAIN HOUSE
By:
Authorized Officer
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EXHIBIT D
OPINION OF AUTHORITY GENERAL COUNSEL
______, 2026
Mountain House Financing Authority
251 E. Main Street
Mountain House, California 95391
Piper Sandler & Co.
50 California Street, Suite 3100
San Francisco, California 94111
with reference to
$__________
MOUNTAIN HOUSE FINANCING AUTHORITY
UTILITY SYSTEMS REVENUE BONDS
SUBORDINATE SERIES 2026
Ladies and Gentlemen:
In my capacity as the General Counsel to the Mountain House Financing Authority (the “Authority”), in connection with the issuance by the Authority of the above-referenced bonds (the “Bonds”) pursuant to a Trust Agreement for the Bonds (the “Trust Agreement”), dated as of November 1, 2026, by and between the Authority and Computershare Trust Company, N.A., as trustee, and pursuant to Resolution No. ______ of the Board of Directors of the Authority adopted on ______, 2026 (the “Authority Resolution”), I have examined the Trust Agreement, the Authority Resolution, the Bond Purchase Contract, dated ______, 2026 (the “Purchase Contract”), by and among Piper Sandler & Co., as underwriter, the Authority and the City of Mountain House, the Master Contracts (as defined in the Trust Agreement) and the 2026 Supplemental Contracts (as defined in the Trust Agreement) (collectively, the “Authority Agreements”), as well as the Preliminary Official Statement dated ______, 2026 and the Official Statement dated ______, 2026 relating to the Bonds, and such documents as I have deemed relevant and necessary as the basis for the opinion set forth herein. Capitalized terms that are used and not otherwise defined herein have the same meanings as assigned to them in the Purchase Contract.
Relying on my examination as described above and pertinent law and subject to the limitations and qualifications set forth hereinafter, I am of the following opinion:
1. The Authority is a joint exercise of powers authority duly organized and validly existing under and pursuant to the laws of the State of California, and has all necessary power and authority to adopt the Authority Resolution and to enter into and perform its duties under the Authority Agreements.
2. The Authority Resolution was duly adopted at a regular meeting of the Board of Directors of the Authority that was duly called and held on ______, 2026 pursuant to law, with all required public notice and at which a quorum was present and acting throughout. The Authority Resolution is in full force and effect and has not been amended, rescinded or repealed.
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3. The Authority has duly authorized, executed and delivered the Authority Agreements.
Assuming due authorization, execution and delivery by and enforceability against the other parties thereto, if and as necessary, the Authority Agreements constitute legal, valid and binding agreements of the Authority enforceable against the Authority in accordance with their terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, debt adjustment, fraudulent conveyance or transfer, moratorium, reorganization or other laws affecting the enforcement of creditors’ rights generally and equitable remedies if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and limitations on remedies against public agencies.
4. Except as disclosed in the Official Statement, there is no action, suit or proceeding before or by any court, public board or body pending (with service of process having been duly accomplished on the Authority) and, to the best of my knowledge, there is no action, suit or proceeding threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the Authority or the titles of its officers to their respective offices; (b) in any way question or affect the validity or enforceability of the Authority Agreements or the Bonds; (c) render illegal, invalid or unenforceable the Authority Agreements or the transactions contemplated thereby, or any other agreement or instrument related to the issuance of the Bonds to which the Authority is a party; or (d) have a material adverse effect on the ability of the Authority to make payments of principal of and interest on the Bonds when due.