Agenda packet, regular meeting, first session — Pleasanton City Council, May 7, 2024 (part 2 of 4)

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intersection with Owens Drive. To do so, related modifications include adding a second northbound left-turn lane and eliminating the northbound free right-turn lane on the south side of the Hopyard Road/Owens Drive intersection. This project also includes adding a southbound bike lane to close the existing bike lane gap from the I-580 eastbound off-ramp intersection to 180 feet south of Owens Drive. The work includes new sidewalks, medians, landscaping, traffic signals, soundwalls, and repaving of the area.

The project initially started with a simple design scope for adding a dedicated southbound right-turn lane at the Hopyard Road and Owens Drive intersection; extensive bike and pedestrian improvements were not part of the original design scope. During the preliminary plan review process, Caltrans conditioned additional bike and pedestrian improvements, which extended the project limit and necessitated modifications to the existing median and landscaping. When the project was submitted to Caltrans for encroachment permit approval, Caltrans implemented its new Design Engineering Evaluation Report (DEER) process for project approval. The DEER required additional design modifications, engineering study, and analysis related to the project, which were not anticipated at the start of the project. The City requested Caltrans to waive the DEER review process for encroachment permit approval, and Caltrans declined to grant any exception to its requirements. Multiple rounds of review, design modifications, and various requirements from Caltrans impacted the project approval timeline.

Due to the construction staging and the necessity of maintaining traffic through the intersection, daytime work has limited hours. It is anticipated the majority of work will take place at night when additional lanes of traffic can be closed to accommodate construction activities.

Bids
Sealed bids for this project were opened on March 20, 2024. Three bids were submitted, ranging from $4,183,298 to $4,903,100. The low bid amount, submitted by Bay Cities Paving & Grading, Inc., in the amount of $4,183,298 is approximately 10 percent higher than the Engineer's Estimate of $3,815,876 (see Attachment 1). Staff reviewed bids and found the low bid responsive and responsible. Past work performed by the low bidder has been verified to be satisfactory. Staff recommends awarding the construction contract to Bay Cities Paving & Grading, Inc., in the amount of $4,183,298.

Consultant Services
Construction Management and Inspection Services
Swinerton Management and Consulting will provide construction management and inspection services, including the required nighttime oversight. Work within Caltrans’ right-of-way requires a resident engineer and inspector experienced with Caltrans’ standards and procedures. Due to the number of ongoing projects, it is difficult to dedicate one full-time staff member to nighttime inspection and construction management. Staff recommends awarding a professional services agreement to Swinerton Management and Consulting for the not-to- exceed amount of $308,890 for construction management and inspection services.

Designer Additional Work and Construction Support Services Consor will provide construction support services to review shop drawings and provide responses to requests for information. Additional design fees are required to cover the cost of the numerous iterations of plan changes and time spent working to meet the varying Caltrans requirements for project DEER approval and securing an encroachment permit.Staff

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recommends approving a fourth amendment to the professional services agreement with Consor North America, Inc. for the not-to-exceed amount of $119,855 (for a total not-to-exceed agreement amount of $378,213).

Material Testing Services
Under an existing on-call agreement with the City, Geocon Consultants, Inc. performed soils boring and provided a geotechnical design report for the soundwall in the amount of $20,482.

Material testing services during construction will also be provided by Geocon. The testing services are required to provide specialty testing of the materials in conformance with Caltrans’ standards and the City’s Quality Assurance Program. Staff recommends awarding a professional services agreement to Geocon Consultants, Inc. for the not-to-exceed amount of $124,260 for material testing services.

Schedule
The proposed schedule for the project is:

Approval of Plans and Specifications and Award of Contract May 7, 2024 Start of Construction June 2024
End of Construction May 2025

EQUITY AND SUSTAINABILITY
Approval of this action advances the Climate Action Plan (CAP 2.0) in Transportation and Land Use by promoting an effective transportation system with walking and bicycling.

OUTREACH
Construction notices, social media posts, and information will be posted on the City’s website prior to the start of construction. Construction message boards will be installed two weeks in advance of work on major roadways.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the Citywide ONE Pleasanton strategic plan goal of Investing in Our Environment, Strategy 1 – Implement the four-year Capital Improvement Program (CIP) to complete design and construction of budgeted capital projects.

FISCAL IMPACT
The total Capital Improvement Program budget allocation for the Hopyard Road and Owens Drive Intersection Improvements Project, CIP No. 15525, is $5,850,000. The anticipated total expenditure for this project is $5,702,000, leaving a balance of $148,000. Expenditures include design, construction award, contingency, support services, advertising, and other miscellaneous costs.

Dougherty Valley Mitigation Reserve, CIP No. 02523, has a reserve balance of $377,694 and collected fees from traffic impacts due to development within the City of Dublin. This project is eligible to utilize the reserve, and staff recommends exchanging Streets General Fund (Fund 211) funding with the reserve, returning the unused project balance to the fund balance to be programmed in the mid-term CIP update. The funding and anticipated project expenditures are detailed in Attachment 2.

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Prepared by: Submitted by: Approved by:

SM Saklaen, Associate Civil
Engineer
Siew-Chin Yeong, Director of Public
Works

Gerry Beaudin, City
Manager

Attachments:

1. Bid Summary

2. Funding and Estimated Expenditures Summary

3. Project Location Map

4. Professional services agreement with Swinerton Management and Consulting

5. Amendment to the professional services agreement with Consor North America, Inc.

6. Professional services agreement with Geocon Consultants, Inc.

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1 1 LS CONSTRUCTION STAKING 30,000.00$ $30,000 $19,000.00 $19,000.00 $27,500.000 $27,500.00 $30,000.00 $30,000.00 2 1 LS LEAD COMPLIANCE PLAN 1,000.00$ $1,000 $2,500.00 $2,500.00 $2,500.00 $2,500.00 $3,000.00 $3,000.00 3 1 LS CONSTRUCTION AREA SIGNS 5,000.00$ $5,000 $3,900.00 $3,900.00 $3,900.00 $3,900.00 $60,000.00 $60,000.00 4 1 LS TRAFFIC CONTROL SYSTEM 200,000.00$ $200,000 $344,600.12 $344,600.12 $411,955.00 $411,955.00 $300,000.00 $300,000.00 5 1 EA TYPE III BARRICADE 250.00$ $250 $140.00 $140.00 $250.00 $250.00 $500.00 $500.00 6 140 SQFT TEMPORARY PAVEMENT MARKING
(PAINT) 6.00$ $840 $4.00 $560.00 $4.00 $560.00 $4.50 $630.00 7 12500 LF TEMPORARY TRAFFIC STRIPE
(PAINT) 1.50$ $18,750 $2.00 $25,000.00 $2.00 $25,000.00 $2.20 $27,500.00 8 50 EA CHANNELIZER (SURFACE
MOUNTED) 40.00$ $2,000 $40.00 $2,000.00 $90.00 $4,500.00 $100.00 $5,000.00 9 230 EA TEMPORARY PAVEMENT MARKER 10.00$ $2,300 $6.00 $1,380.00 $6.00 $1,380.00 $6.50 $1,495.00 10 600 LF TEMPORARY RAILING (TYPE K) 30.00$ $18,000 $65.69 $39,414.00 $55.00 $33,000.00 $85.00 $51,000.00 11 1 EA TEMPORARY ALTERNATIVE CRASH
CUSHION 4,000.00$ $4,000 $4,500.00 $4,500.00 $8,200.00 $8,200.00 $10,000.00 $10,000.00 12 1 LS JOB SITE MANAGEMENT 21,000.00$ $21,000 $45,862.35 $45,862.35 $10,000.00 $10,000.00 $95,000.00 $95,000.00 13 1 LS PREPARE WATER POLLUTION
CONTROL PROGRAM 1,500.00$ $1,500 $1,300.00 $1,300.00 $3,500.00 $3,500.00 $20,000.00 $20,000.00 14 23 EA RAIN EVENT ACTION PLAN 500.00$ $11,500 $65.00 $1,495.00 $135.00 $3,105.00 $1,000.00 $23,000.00 15 7 EA STORM WATER SAMPLING AND
ANALYSIS DAY 1,312.00$ $9,184 $65.00 $455.00 $460.00 $3,220.00 $1,000.00 $7,000.00 16 1 EA STORM WATER ANNUAL REPORT 2,000.00$ $2,000 $1,040.00 $1,040.00 $650.00 $650.00 $2,000.00 $2,000.00 17 19 EA TEMPORARY DRAINAGE INLET
PROTECTION 350.00$ $6,650 $250.00 $4,750.00 $300.00 $5,700.00 $400.00 $7,600.00 18 490 LF TEMPORARY FIBER ROLL 7.50$ $3,675 $8.00 $3,920.00 $10.00 $4,900.00 $15.00 $7,350.00 19 1 LS STREET SWEEPING 20,000.00$ $20,000 $225.54 $225.54 $69,300.00 $69,300.00 $100,000.00 $100,000.00 20 1 LS VIBRATION MONITORING PLAN 18,000.00$ $18,000 $5,000.00 $5,000.00 $19,350.00 $19,350.00 21 1 LS CLEARING AND GRUBBING (LS) 6,000.00$ $6,000 $25,639.43 $25,639.43 $25,000.00 $25,000.00 $60,000.00 $60,000.00 22 28 EA REMOVE TREE 1,125.00$ $31,500 $1,000.00 $28,000.00 $1,180.00 $33,040.00 $1,800.00 $50,400.00 23 1400 CY ROADWAY EXCAVATION 152.00$ $212,800 $159.49 $223,286.00 $150.00 $210,000.00 $205.00 $287,000.00 24 76 CY STRUCTURE EXCAVATION (SOUND
WALL) (F) 550.00$ $41,800 $99.51 $7,562.76 $130.00 $9,880.00 $250.00 $19,000.00 25 21 CY STRUCTURE BACKFILL (SOUND
WALL)(F) 1,170.00$ $24,570 $281.38 $5,908.98 $570.00 $11,970.00 $500.00 $10,500.00 26 140 SQFT DECOMPOSED GRANITE 8.00$ $1,120 $11.00 $1,540.00 $30.00 $4,200.00 $12.00 $1,680.00 27 9700 SQFT LANDSCAPE SOIL PREPARATION 1.00$ $9,700 $0.90 $8,730.00 $0.90 $8,730.00 $1.00 $9,700.00 28 1 LS PLANTING 39,600.00$ $39,600 $41,500.00 $41,500.00 $41,500.00 $41,500.00 $46,000.00 $46,000.00 29 1 LS MULCH 11,500.00$ $11,500 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $16,500.00 $16,500.00 30 1 LS LANDSCAPE MAINTENANCE 9,000.00$ $9,000 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,600.00 $6,600.00 31 1 LS IRRIGATION 43,600.00$ $43,600 $45,000.00 $45,000.00 $45,000.00 $45,000.00 $50,000.00 $50,000.00 32 700 LF 2” PVC INSPECTION
PIPE (SOUND WALL) 8.00$ $5,600 $4.00 $2,800.00 $16.00 $11,200.00 $20.00 $14,000.00 33 125 CY IMPORTED TOPSOIL (CY) 80.00$ $10,000 $130.00 $16,250.00 $130.00 $16,250.00 $150.00 $18,750.00 34 740 CY CLASS 4 AGGREGATE SUBBASE 140.00$ $103,600 $84.18 $62,293.20 $172.00 $127,280.00 $112.00 $82,880.00 35 400 CY CLASS 2 AGGREGATE BASE (CY) 168.00$ $67,200 $111.95 $44,780.00 $172.00 $68,800.00 $118.00 $47,200.00 36 7500 SQFT PARKING AREA SEAL 1.00$ $7,500 $1.21 $9,075.00 $1.21 $9,075.00 $5.00 $37,500.00 37 3290 TON HOT MIX ASPHALT (TYPE A)(1/2") 167.00$ $549,430 $144.58 $475,668.20 $125.00 $411,250.00 $148.00 $486,920.00 38 400 TON HOT MIX ASPHALT (TYPE A)(3/4") 167.00$ $66,800 $251.75 $100,700.00 $191.00 $76,400.00 $220.00 $88,000.00 39 28550 SQYD COLD PLANE ASPHALT CONCRETE
PAVEMENT 9.00$ $256,950 $3.61 $103,065.50 $3.00 $85,650.00 $7.00 $199,850.00 O'Grady Paving Inc.

Unit Price TotalItem No.

Total
Quantity
(Approximate)
Item Description Unit Price Total
Hopyard Road and Owens Drive Intersection Improvements, CIP No. 15525 Bid Opening: 03/20/2024
Unit of
Measure
Bid Summary
Granite Construction
CompanyEngineer's Estimate
Total Unit Price Total
Bay Cities Paving &
Grading Inc.

Unit Price

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O'Grady Paving Inc.

Unit Price TotalItem No.

Total
Quantity
(Approximate)
Item Description Unit Price Total
Hopyard Road and Owens Drive Intersection Improvements, CIP No. 15525 Bid Opening: 03/20/2024
Unit of
Measure
Granite Construction
CompanyEngineer's Estimate
Total Unit Price Total
Bay Cities Paving &
Grading Inc.

Unit Price
40 365 LF 24" CAST-IN-DRILLED-HOLE
CONCRETE PILING (SOUND WALL) 240.00$ $87,600 $294.00 $107,310.00 $215.94 $78,818.10 $220.00 $80,300.00 41 30 CY STRUCTURAL CONCRETE, PILE
CAP(F) 2,000.00$ $60,000 $1,578.42 $47,352.60 $675.00 $20,250.00 $1,750.00 $52,500.00 42 19000 LB BAR REINFORCING STEEL,
RETAINING WALL (SOUND WALL)(F) 3.00$ $57,000 $2.40 $45,600.00 $2.88 $54,720.00 $2.60 $49,400.00 43 540 SQFT SOUND WALL (MASONRY BLOCK)(F) 90.00$ $48,600 $170.28 $91,951.20 $93.45 $50,463.00 $235.00 $126,900.00 44 125 LF 12" REINFORCED CONCRETE PIPE 233.00$ $29,125 $274.79 $34,348.75 $285.00 $35,625.00 $620.00 $77,500.00 45 5 LF 24" REINFORCED CONCRETE PIPE 890.00$ $4,450 $1,085.58 $5,427.90 $3,000.00 $15,000.00 $790.00 $3,950.00 46 5 LF 3" SUBDRAIN 20.00$ $100 $133.49 $667.45 $11.00 $55.00 $100.00 $500.00 47 1510 LF 4" SUBDRAIN 20.00$ $30,200 $39.91 $60,264.10 $33.00 $49,830.00 $80.00 $120,800.00 48 6 EA OFFSITE DRAIN THROUGH CURB 600.00$ $3,600 $250.00 $1,500.00 $530.00 $3,180.00 $100.00 $600.00 49 4 EA DRAINAGE INLET 3,500.00$ $14,000 $11,402.83 $45,611.32 $8,200.00 $32,800.00 $8,470.00 $33,880.00 50 100 LF REMOVE PIPE (LF) 39.00$ $3,900 $54.19 $5,419.00 $120.00 $12,000.00 $88.00 $8,800.00 51 4 EA REMOVE CATCH BASIN 2,000.00$ $8,000 $1,574.34 $6,297.36 $1,800.00 $7,200.00 $3,850.00 $15,400.00 52 1 EA ADJUST INLET 3,100.00$ $3,100 $3,257.91 $3,257.91 $3,700.00 $3,700.00 $3,000.00 $3,000.00 53 3 EA ADJUST CAPPED SD MANHOLE TO
GRADE 3,000.00$ $9,000 $2,075.55 $6,226.65 $17,200.00 $51,600.00 $1,500.00 $4,500.00 54 2200 LF MINOR CONCRETE (CURB) (LF) 45.00$ $99,000 $42.00 $92,400.00 $95.00 $209,000.00 $110.00 $242,000.00 55 1100 LF MINOR CONCRETE (CURB AND
GUTTER) (LF) 50.00$ $55,000 $89.50 $98,450.00 $245.00 $269,500.00 $55.00 $60,500.00 56 60 SQYD MINOR CONCRETE (DRIVEWAY)
(SQYD) 213.00$ $12,780 $465.70 $27,942.00 $367.00 $22,020.00 $198.00 $11,880.00 57 600 SQYD MINOR CONCRETE (SIDEWALK)
(SQYD) 136.00$ $81,600 $167.52 $100,512.00 $217.00 $130,200.00 $180.00 $108,000.00 58 100 SQYD MEDIAN AND ISLAND
CONCRETE (SQYD) 136.00$ $13,600 $180.83 $18,083.00 $326.00 $32,600.00 $270.00 $27,000.00 59 180 SQYD

MINOR CONCRETE
(SIDEWALK)(SQYD)(HACIENDA

BUSINESS PARK DETAIL)
138.00$ $24,840 $245.42 $44,175.60 $236.00 $42,480.00 $248.00 $44,640.00 60 2080 LF REMOVE CONCRETE CURB (LF) 20.00$ $41,600 $21.10 $43,888.00 $21.00 $43,680.00 $35.00 $72,800.00 61 200 SQYD REMOVE CONCRETE SIDEWALK
(SQYD) 31.00$ $6,200 $111.41 $22,282.00 $83.00 $16,600.00 $140.00 $28,000.00 62 160 SQYD REMOVE CONCRETE ISLAND
(PORTIONS) (SQYD) 40.00$ $6,400 $134.99 $21,598.40 $44.00 $7,040.00 $200.00 $32,000.00 63 35 SQYD REMOVE CONCRETE DRIVEWAY
(SQYD) 40.00$ $1,400 $270.28 $9,459.80 $126.00 $4,410.00 $150.00 $5,250.00 64 1170 LF REMOVE CONCRETE (CURB AND
GUTTER) 40.00$ $46,800 $28.86 $33,766.20 $14.00 $16,380.00 $47.00 $54,990.00 65 3 EA ADJUST CITY WATER VALVE TO
GRADE 1,130.00$ $3,390 $1,537.40 $4,612.20 $1,295.00 $3,885.00 $700.00 $2,100.00 66 8 EA LOWER AND RAISE SD MANHOLE
FRAME AND COVER 1,500.00$ $12,000 $2,039.37 $16,314.96 $2,268.00 $18,144.00 $1,400.00 $11,200.00 67 9 EA LOWER AND RAISE CITY SS
MANHOLE FRAME AND COVER 1,500.00$ $13,500 $2,023.65 $18,212.85 $2,268.00 $20,412.00 $1,400.00 $12,600.00 68 25 EA LOWER AND RAISE CITY WATER
VALVE 1,400.00$ $35,000 $1,502.08 $37,552.00 $1,295.00 $32,375.00 $1,000.00 $25,000.00 69 10 EA LOWER AND RAISE DETECTOR
HANDHOLE COVER 1,400.00$ $14,000 $550.00 $5,500.00 $550.00 $5,500.00 $800.00 $8,000.00 70 180 SQFT PAINT CURB (2-COAT) 4.00$ $720 $6.00 $1,080.00 $6.00 $1,080.00 $6.50 $1,170.00 71 140 LF REMOVE CHAIN LINK FENCE 11.00$ $1,540 $5.00 $700.00 $5.00 $700.00 $20.00 $2,800.00 72 240 EA PAVEMENT MARKER
(RETROREFLECTIVE) 7.00$ $1,680 $6.00 $1,440.00 $6.00 $1,440.00 $6.60 $1,584.00 73 4 EA OBJECT MARKER 43.00$ $172 $45.00 $180.00 $215.00 $860.00 $235.00 $940.00 74 2 EA REMOVE ROADSIDE SIGN 140.00$ $280 $125.00 $250.00 $120.00 $240.00 $130.00 $260.00

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O'Grady Paving Inc.

Unit Price TotalItem No.

Unit Price
75 7 EA RELOCATE ROADSIDE SIGN-ONE
POST 200.00$ $1,400 $250.00 $1,750.00 $220.00 $1,540.00 $240.00 $1,680.00 76 9 E
A ROADSIDE SIGN - ONE POST 450.00$ $4,050 $475.00 $4,275.00 $375.00 $3,375.00 $415.00 $3,735.00 77 160 LF CONCRETE BARRIER (TYPE 836SV) 420.00$ $67,200 $449.43 $71,908.80 $395.32 $63,251.20 $450.00 $72,000.00 78 1300 LF DETAIL 9 1.10$ $1,430 $1.20 $1,560.00 $1.20 $1,560.00 $1.30 $1,690.00 79 7300 LF DETAIL 12 1.10$ $8,030 $1.20 $8,760.00 $1.20 $8,760.00 $1.30 $9,490.00 80 1300 LF DETAIL 25 1.10$ $1,430 $1.30 $1,690.00 $1.30 $1,690.00 $1.40 $1,820.00 81 900 LF DETAIL 37B 1.30$ $1,170 $1.50 $1,350.00 $1.50 $1,350.00 $1.70 $1,530.00 82 2700 LF DETAIL 38 1.30$ $3,510 $1.75 $4,725.00 $1.75 $4,725.00 $1.90 $5,130.00 83 760 LF DETAIL 38A 1.20$ $912 $1.50 $1,140.00 $1.50 $1,140.00 $1.70 $1,292.00 84 4300 LF DETAIL 39 1.00$ $4,300 $1.25 $5,375.00 $1.25 $5,375.00 $1.40 $6,020.00 85 1700 LF DETAIL 39A 1.00$ $1,700 $1.25 $2,125.00 $1.25 $2,125.00 $1.40 $2,380.00 86 770 LF DETAIL 40 1.10$ $847 $1.05 $808.50 $1.05 $808.50 $1.20 $924.00 87 730 LF 4" WHITE THERMOPLASTIC STRIPE 1.00$ $730 $3.25 $2,372.50 $3.25 $2,372.50 $3.60 $2,628.00 88 620 LF 12" WHITE THERMOPLASTIC STRIPE 2.50$ $1,550 $9.50 $5,890.00 $9.50 $5,890.00 $10.50 $6,510.00 89 14 EA FIRE HYDRANT MARKER 24.00$ $336 $30.00 $420.00 $30.00 $420.00 $33.00 $462.00 90 1800 SQFT THERMOPLASTIC CROSSWALK AND
PAVEMENT MARKING 6.00$ $10,800 $10.00 $18,000.00 $10.00 $18,000.00 $11.00 $19,800.00 91 4900 SQ
FT GREEN PAINT (BIKE LANE) 6.00$ $29,400 $12.00 $58,800.00 $12.00 $58,800.00 $13.00 $63,700.00 92 11400 LF REMOVE THERMOPLASTIC TRAFFIC
STRIPE 0.80$ $9,120 $2.00 $22,800.00 $2.00 $22,800.00 $2.20 $25,080.00 93 800 SQ

FT REMOVE THERMOPLASTIC
PAVEMENT MARKING 5.00$ $4,000 $5.00 $4,000.00 $5.00 $4,000.00 $5.50 $4,400.00 94 1 L
S MODIFYING LIGHTING SYSTEMS 50,000.00$ $50,000 $38,950.00 $38,950.00 $39,515.00 $39,515.00 $43,000.00 $43,000.00 95 1 LS SIGNAL INSTALLATION 368,300.00$ $368,300 $485,450.00 $485,450.00 $485,450.00 $485,450.00 $535,000.00 $535,000.00 96 10000 SQFT BASE REPAIR (DIG OUT 6 INCHES) 13.00$ $130,000 $10.26 $102,600.00 $9.60 $96,000.00 $9.87 $98,700.00 97 6000 SQFT BASE REPAIR (DIG OUT 4 INCHES) 13.00$ $78,000 $8.69 $52,140.00 $7.40 $44,400.00 $6.18 $37,080.00 98 65 LF METAL FENCE (TYPE A) 100.00$ $6,500 $215.00 $13,975.00 $215.00 $13,975.00 $240.00 $15,600.00 99 19 LF METAL FENCE (TYPE B) 80.00$ $1,520 $350.00 $6,650.00 $350.00 $6,650.00 $350.00 $6,650.00 100 2 EA METAL GATE 1,500.00$ $3,000 $4,750.00 $9,500.00 $4,750.00 $9,500.00 $5,200.00 $10,400.00 101 1 LS STUCCO 6,000.00$ $6,000 $30,000.00 $30,000.00 $58,990.00 $58,990.00 $12,000.00 $12,000.00 102 1 LS CONCRETE STEPPING PADS 300.00$ $300 $1,506.37 $1,506.37 $200.00 $200.00 $1,000.00 $1,000.00 103 280 LF FURNISH AND INSTAL 1-1/2" PVC
CONDUIT 90.00$ $25,200 $45.50 $12,740.00 $45.50 $12,740.00 $50.00 $14,000.00 104 1 L
S RELOCATE TRAFFIC PULL BOX 900.00$ $900 $4,037.50 $4,037.50 $4,037.50 $4,037.50 $4,500.00 $4,500.00 105 1 LS ADJUST TRAFFIC PULL BOX 800.00$ $800 $525.00 $525.00 $525.00 $525.00 $600.00 $600.00 106 1 LS MOBILIZATION 289,345.00$ $289,345 $418,000.00 $418,000.00 $458,700.00 $458,700.00 $280,000.00 $280,000.00 TOTAL:

PACIFIC COAST DRILLING

COMPANY
Subcontractors

DEKAY DEMOLITION AND

CLEARING

DEKAY DEMOLITION AND

CLEARING

MARINA LANDSCAPE GOLDEN BAY CONSTRUCTION

DEKAY DEMOLITION AND

CLEARING

JALOS CONSTRUCTION AAA FENCE COMPANY

F B D VANGUARD

CAL - TEX MASONRY

CAMBLIN STEEL

W C DRILLING

CHRISP COMPANY

COLUMBIA ELECTRIC

MIDSTATE BARRIER

COLUMBIA ELECTRIC

CAL - TEX MASONRY

CHRISP COMPANY

CAMBLIN STEEL SERVICE

MIDSTATE BARRIER

ABSL CONSTRUCTION

TOWNSEND & SCHMIDT MASONRY

DEES BURKE ENGINEERING

CHRISP COMPANY

W C DRILLING

C M C REBAR

COLUMBIA ELECTRIC

TULLY CONSULTINGMARINA LANDSCAPE

MAGELLAN CONSTRUCTION

FARWEST SAFETY

ANRAK CORPORATION

AAA FENCE COMPANY
$4,903,100.00$3,815,876.30 $4,183,298.00 $4,587,146.80

AAA FENCE COMPANY

BOND BLACKTOP

MARINA LANDSCAPE INC
Corrected Bid Amount

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ATTACHMENT 2
Project Funding to Date Amount Totals
2023-24 CIP Allocation - Measure BB - Bike & Pedestrian (Fund 165) $920,000 2018-19 CIP Allocation - Streets CIP (Fund 211) 170,000 2021-22 CIP Allocation - Streets CIP (Fund 211) 750,000 2015-16 CIP Allocation - Traffic Impact Fee - (Fund 212) 65,000 2016-17 CIP Allocation - Traffic Impact Fee - (Fund 212) 465,000 2019-20 CIP Allocation - Traffic Impact Fee - (Fund 212) 780,000 2023-24 CIP Allocation - Traffic Impact Fee - (Fund 212) 1,400,000 2018-19 CIP Allocation - North Pleasanton 1ID (NPID) - (Fund 216) 1,300,000

TOTAL PROJECT FUNDING TO DATE
Project Expenditures to Date
Alameda County Clerk, Concord Tittle, and Advertising $857 Consor North America (Formally Quincy Engineering) Design 275,029 Pakpour Consulting Group (Third Party Plan Review) 6,265 Keir and Wright (Survey and Right of Way Certificate) 33,824 Geocon Consultants (Soundwall Geotechnical Design Report) 20,482 Total Project Expenditures to Date $336,457
Anticipated Project Expenditures
Bay Cities Paving & Grading, Inc. - Construction Contract $4,183,298 Bay Cities Paving & Grading, Inc. - Contingency (approximately 15%) 627,500 Consor North America (Construction Support and Add'l Design) Amendment No. 4 119,855
Swinerton (Construction Management and Inspection) 308,890 Geocon Consultants (Material Testing Services) 124,260
Miscellaneous 1,740
Total Anticipated Project Expenditures $5,365,543

TOTAL PROJECT EXPENDITURES
Funding Balance/ (Shortfall) 148,000$
Transfer From Dougherty Valley Mitigation Reserve, CIP No. 02523 377,694$ Transfer Streets CIP fund balance (Fund 211) at mid-term CIP update 525,694$ $5,702,000
$5,850,000
CIP NO. 15525
05/07/24

HOPYARD ROAD & OWENS DRIVE INTERSECTION IMPROVEMENTS

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STONERIDGE DR
CALIFORNIA580HOPYARD RD

OWENS DR

GIBRALTAR DR

PROJECT SITE

JOHNSON DR

HOPYARD RD

LOCATION MAP

NOT TO SCALE
CITY OF PLEASANTONHOPYARD ROAD AND OWENS DRIVEINTERSECTION IMPROVEMENTS PROJECTCIP NO. 15525PUBLIC WORKS DEPARTMENTATTACHMENT 3

LOCATION MAPNTS

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DESIGN PROFESSIONAL SERVICES AGREEMENT

FOR CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES

THIS DESIGN PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into May 7, 2024, between the City of Pleasanton, a municipal corporation ("City"), and Swinerton Builders dba Swinerton Management & Consulting, whose address is 2001 Clayton Road, 7th Floor, Concord, CA 94520, and telephone number is (925) 602-6400 ("Consultant").

RECITALS

A. Consultant is qualified and experienced in providing Construction Management and Inspection services for the purposes specified in this Agreement.

B. City finds it necessary and advisable to use the services of Consultant for the purposes provided in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions in this Agreement, City and Consultant agree as follows:

1. Consultant's Services. Consultant shall diligently perform the services described in Exhibit A, Scope of Work, attached and incorporated to the extent consistent with this Agreement.

2. City Assistance. In order to assist Consultant in this work, City shall provide, if necessary, contract plans and specifications for Hopyard Road and Owens Drive Intersection Improvements Project, CIP No.15525, electronic copies of Caltrans and City’s standard forms used for project management and inspections, archive drawings, reports and permits related to the project, available aerial photography, City’s standard specifications and design guides, review of all Consultant’s deliverables, and provide comments in a timely manner and available AutoCAD files for project’s use.

3. Staff. Consultant shall assign Robert Addiego as project manager and Bill Coletto as construction manager/inspector, who may not be replaced without written consent of City.

4. Term. The work as described in Exhibit A, Scope of Work, shall be completed by December 31, 2025, or unless an extension is approved by the city.

5. Compensation. For the services to be rendered, City shall pay Consultant on a time and material cost basis with not to exceed limits as defined in Exhibit B and shall be in accordance with the Rate Schedule contained in Exhibit B, which is attached and incorporated to the extent consistent with this Agreement. Payment shall be made on a monthly basis upon receipt and approval of Consultant's invoice. Payment shall be made within forty-five (45) days of receipt of consultant’s invoice and approval by City. Total compensation for services and reimbursement for costs shall not exceed $308,890 unless the parties agree pursuant to Section 8, below.
❑ Exhibit A
❑ Certificate(s) of Insurance
❑ Professional Liability Insurance
❑ W-9

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a. Invoices submitted to City must contain a brief description of work performed, percentage of work completed, percentage of Agreement time used, percentage of Agreement amount expended and City’s contract reference number _____________.

b. Upon completion of work and acceptance by City, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City.

6. Sufficiency of Consultant's Work.

a. Services shall be performed by Consultant in accordance with generally accepted high professional practices and principles and in a manner consistent with a high level of care and skill ordinarily exercised under similar conditions by members of Consultant’s profession currently practicing in California. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and a high professional standard of care in California.

b. Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation site conditions, existing facilities, seismic, geologic, soils, hydrologic, geographic, climatic conditions, applicable federal, state, and local laws and regulations, and all other contingencies or design considerations. Data, calculations, opinions, reports, investigations, and other similar information provided by the City relating to site, local, or other conditions is not warranted or guaranteed, either expressly or implied, by the City.

c. Consultant’s responsibilities under this section shall not be delegated.

Consultant shall be responsible to the City for acts, errors, or omissions of Consultant’s subconsultants.

d. Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by the City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and does not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with high industry standards, or the willful misconduct of Consultant.

7. Ownership of Work. All reports, work data, plans, drawings, specifications, designs, photographs, images, works of authorship and all other documents completed or partially completed by Consultant in the performance of this Agreement (“materials”) shall become the property of City. Consultant agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in the City, and Consultant waives and relinquishes

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all claims to copyright or other intellectual property rights in favor of the City. All materials shall be delivered to the City upon completion or termination of the work under this Agreement.

If any materials are lost, damaged or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. Consultant shall keep materials confidential and the materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

8. Changes. City may request changes in the scope of services to be provided by Consultant. Any changes and related fees shall be mutually agreed upon between the parties and subject to a written amendment to this Agreement.

9. Consultant's Status. In performing the obligations set forth in this Agreement, Consultant shall have the status of an independent contractor and Consultant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees and are not agents or employees of City.

10. Labor Code/Prevailing Wages. To the extent applicable, Consultant shall comply with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, workers' compensation and payment of prevailing wages as determined by Director of the California Department of Industrial Relations. Consultant shall post, at each job site, a copy of the prevailing rate of per diem wages. Consultant shall forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid less than the stipulated prevailing rates for any public work done under the Agreement by it or by any subconsultant.

11. Termination of Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Consultant. The Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the work actually completed at the time the notice of termination is received.

12. Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subconsultants.

13. Indemnity and Hold Harmless. To the fullest extent permitted by law (including, without limitation, California Civil Code §§ 2782, 2782.6 and 2782.8), Consultant shall defend (with legal counsel reasonably acceptable to the City), indemnify, and hold harmless, the City and its officers, agents and employees (collectively “Indemnitees”) from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Consultant or its Subconsultants), expense, and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) arising from, or alleged to have arisen from, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, reckless, or

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willful misconduct of the Consultant, any Subconsultant, anyone directly or indirectly employed by them, or anyone that they control (collectively “Liabilities”) in the performance of its services under this Agreement, regardless of whether the City has reviewed or approved the work or services which has given rise to the claim, loss, cost, damage, injury or liability for damages.

This indemnification shall extend for a reasonable period of time after completion of the project as well as during the period of actual performance of services under this Agreement. The City's acceptance of the insurance certificates required under this Agreement does not relieve the Consultant from its obligation under this paragraph. To the extent that there is an obligation to indemnify under this Section 13, Consultant shall be responsible for incidental and consequential damages resulting directly or indirectly, in whole or in part, from Consultant’s negligence, reckless or willful misconduct.

Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply to the extent such Liabilities are caused by the sole negligence, active negligence or willful misconduct of such Indemnitee. Obligation to defend shall be proportionate as to Consultant’s percentage of fault as provided in California Civil Code § 2782.8.

14. Insurance. During the term of this Agreement, Consultant shall maintain in full force and effect, at its own cost and expense, insurance coverages with insurers with an A.M.

Best’s rating of no less than A:VII. Contractor shall have the obligation to furnish City, as additional insured, the minimum coverages identified below, or such greater or broader coverage for City, if available in the Contractor’s policies:

a. General Liability and Bodily Injury Insurance. Commercial general liability insurance with limits of at least $2,000,000 combined limit for bodily injury and property damage that provides that the City, its officers, employees and agents are named additional insureds under the policy. The policy shall state in writing either on the Certificate of Insurance or attached rider that this insurance will operate as primary insurance for work performed by Consultant and its subconsultants, and that no other insurance effected by City or other named insured will be called on to cover a loss.

b. Automobile Liability Insurance. Automobile liability insurance with limits not less than $2,000,000 per person/per occurrence.

c. Workers' Compensation Insurance. Workers' Compensation Insurance for all of Consultant's employees, in strict compliance with State laws, including a waiver of subrogation and Employer’s Liability Insurance with limits of at least $1,000,000.

d. Professional Liability Insurance. Professional liability insurance in the amount of $2,000,000.

e. Certificate of Insurance. Consultant shall file a certificate of insurance with the City prior to the City’s execution of this Agreement, and prior to engaging in any operation or activity set forth in this Agreement. The Certificate of Insurance shall provide in writing that the insurance afforded by this Certificate shall not be suspended, voided, canceled, reduced in coverage or in limits without providing notice to the City in accordance with California Insurance Code section 677.2 which requires the notice of cancellation to: 1) include the effective date of the cancellation; 2) include the reasons for the cancellation; and 3) be given at

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least 30 days prior to the effective date of the cancellation, except that in the case of cancellation for nonpayment of premiums or for fraud, the notice shall be given no less than 10 days prior to the effective date of the cancellation. Notice shall be sent by certified mail, return receipt requested. In addition, the insured shall provide thirty (30) days prior written notice to the City of any cancellation, suspension, reduction of coverage or in limits, or voiding of the insurance coverage required by this agreement. The City reserves the right to require complete certified copies of policies.

f. Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against the City, its officers, employees and agents.

g. Defense Costs. Coverage shall be provided on a “pay on behalf" of basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusions.

h. Subconsultants. Consultant shall include all subconsultants as insured under its polices or shall furnish separate certificates and endorsements for each subconsultant. All coverages for subconsultants shall be subject to all of the requirements stated in this Agreement, including but not limited naming additional insureds.

15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows:

To Consultant: Swinerton Management & Consulting To City:
2001 Clayton Road, 7th Floor City Manager
Concord, CA 94520 City of Pleasanton
Attn: Bob Addiego P.O. Box 520
Pleasanton, CA 94566

16. Conformance to Applicable Laws. Consultant shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Consultant shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.

17. Licenses, Certifications, Copyrights and Permits. Prior to the City's execution of this Agreement and prior to the Consultant's engaging in any operation or activity set forth in this Agreement, Consultant shall obtain a City of Pleasanton business license, which must be kept in effect during the term of this Agreement. Consultant represents that its work will not unlawfully infringe any other copyrighted work. Consultant covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement.

18. Records and Audits. Consultant shall maintain all records regarding this Agreement and the services performed for a period of three years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit.

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19. Confidentiality. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

20. Conflicts of Interest. Consultant covenants that other than this Agreement, Consultant has no financial interest with any official, employee or other representative of the City. Consultant and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner or degree by the performance of Consultant’s services under this Agreement. If such an interest occurs, Consultant will immediately notify the City.

21. Waiver. In the event either City or Consultant at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation.

22. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue in the applicable court or forum for Alameda County.

23. Attorney's Fees. The prevailing party in any action brought to enforce or construe the terms of this Agreement may recover from the other party its reasonable costs and attorney's fees expended in connection with such an action.

24. No Personal Liability. No official or employee of City shall be personally liable to Consultant in the event of any default or breach by the City or for any amount due Consultant.

25. Counterparts and Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et seq.), California Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.), or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

26. Scope of Agreement. This writing constitutes the entire Agreement between the parties. Any modification to the Agreement shall be in writing and signed by both parties.

THIS AGREEMENT is executed the date and year first above written.

CITY OF PLEASANTON CONSULTANT

_____________________________ By: __________________________ Gerry Beaudin, City Manager Signature

__________________________
Print name
ATTEST:

_____________________________

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Jocelyn Kwong, City Clerk Title: __________________________

Approved as to form:

_____________________________ By: __________________________ Daniel G. Sodergren, City Attorney Signature

__________________________
Print name

Title: __________________________

[If Consultant is a corporation, signatures must comply with California Corporations Code §313]

Rev. 4/24

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Exhibit A

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Exhibit B

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2018318/2024206 – Fourth Amendment, Consor North America (formerly Quincy Engineering), CIP No. 15525 Page 1

FOURTH AMENDMENT TO AGREEMENT

This Fourth Amendment to Agreement ("Fourth Amendment") is entered into this 7th day of May 2024 by the City of Pleasanton ("City") and Consor North America, Inc. (formally known as Quincy Engineering) ("Consultant”).

Whereas, on August 15, 2017, the City and Consultant entered into a Professional Services Agreement for engineering services necessary to design and create biddable construction documents for the Hopyard Road and Owens Drive intersection improvements ("Agreement"); and

Whereas, the August 15, 2017, the Agreement was for a not-to-exceed amount of $158,928 with a term of April 30, 2019; and

Whereas, on October 06, 2020, the First Amendment to the Agreement was made which increased the total compensation to a not-to-exceed amount of $258,358 and extended the term of the contract to December 31, 2021; and

Whereas, on December 6, 2021, the Second Amendment to the Agreement was made, extending the term to June 30, 2023; and

Whereas, on June 30, 2023, the Third Amendment to the Agreement was made, extending the term to December 31, 2024; and

Whereas, the parties desire to amend the Agreement, adding to the Scope of Work “Exhibit A” the proposal from Consor North America, Inc. dated March 29, 2024; and

Whereas, the parties desire to amend the Agreement, increasing the fee for services from $258,358 to $378,213.

Now, therefore, in exchange for valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Section 1 of the Agreement, "Consultant’s Services” is amended to include to Exhibit:
“A”, Scope of Work for additional design work and construction support services.

2. Section 3 of the Agreement, " Term" is amended to read:

Term of the Agreement is extended to December 31, 2025.

3. Section 5 of the Agreement, “Compensation” is amended to read:

Total compensation for services and reimbursement for costs shall not exceed $378,213 unless parties agree pursuant to Section 8, below.

4. All other terms and conditions of the Agreement shall remain in full force and effect.

5. This amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature

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2018318/2024206 – Fourth Amendment, Consor North America (formerly Quincy Engineering), CIP No. 15525 Page 2 complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et seq.), California Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.), or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

In witness whereof, authorized representatives of the parties have executed this Fourth Amendment to the Agreement as of the date and year first above written.

CITY OF PLEASANTON CONSULTANT

_____________________________ By: __________________________ Gerry Beaudin, City Manager Signature

__________________________
Print name

Title: __________________________
ATTEST:

_____________________________ [If Consultant is a corporation, signatures must comply Jocelyn Kwong, City Clerk with California Corporations Code §313]

APPROVED AS TO FORM:

By: __________________________
_____________________________ Signature
Daniel G. Sodergren, City Attorney
__________________________
Print name

Title: __________________________

Rev. 4/24

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344 Thomas L. Berkley Way
Oakland, California 94612

March 29, 2024

SM Saklaen
Associate Civil Engineer
City of Pleasanton
Public Works Department
200 Old Bernal Road
P.O. Box 520
Pleasanton, CA 94566

RE: Additional Scope of Work and Fee Amendment for Hopyard and Owens Intersection Improvements PS&E and Construction Support
Dear SM,
Per our discussion yesterday, I am sending you this request for an amendment to our contract to include previously unidentified items to our scope of work and Construction Support Services for the Hopyard and Owens Intersection Improvements project.

The cost to complete the additional scope items outlined in the attachment shall not exceed $ 119,855 and will be billed on a time and materials basis pursuant to our approved agreement with the City of Pleasanton.

Again, thank you for this opportunity and please let us know if there is anything regarding this scope and budget you would like to discuss.

Sincerely,
Consor North America, Inc.

Russ Moore, PE, Principal Engineer
510-289-8243 [email protected]

Cc: Michele Johnson, Project Manager

Exhibit A

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Additional Scope of Work

GENERAL DESCRIPTION OF WORK
When this project was scoped, a Design Engineering Evaluation Report (DEER) was not a requirement for Caltrans Encroachment Permit. The majority of the additional scope items below were undertaken to obtain DEER approval.

PROJECT TASKS
A. Right of Way Coordination
Associated Right of Way Services, Inc. (AR/WS) provided right of way services to Consor for this project. Project services to be completed in compliance with the Caltrans Right of Way Manual. Acquisitions were for a temporary construction easement (TCE) from each parcel. See their attached scope for additional detail.

Consor provided assistance to AR/WS and the City with property owner by attending meetings with the property owners, responding to technical inquiries and verifying the limits of the TCEs.

Consor also attended multiple meetings with Caltrans Right of Way and prepared the following right of way documents for Caltrans approval that were required for the Encroachment Permit:
• Right of Way Data Sheet
• Right of Way Certification
• Right of Way Utility Certification
• Utility Policy Certification
• Notice to Owner

B. Design Engineering Evaluation Report (DEER)
B.1 DEER Report
Caltrans required a DEER to be prepared and approved in advance of accepting an Encroachment Permit application for the project. Consor prepared the report which included sections on project background, purpose and need, right of way impacts, traffic operations, maintenance, breakdown of scope and work, nonstandard structures, complete streets and other planned projects in the area.

B.2 Incorporate Caltrans and City Design Comments
The DEER was submitted for review five times. Review comments included format and content changes (added content sections) to the report, design changes to the 100% project plans that were attached to the report. During the DEER reviews, City comments on the project plans were incorporated as well. PS&E changes included:
• Signage changes (Caltrans Comment)
• Addition of water pollution control items on plans consistent with the Storm Water Data Report (Caltrans Comment)
• Consor updated the project special provisions to Caltrans 2023 format. (Caltrans Comment) • Update Caltrans 2023 Standard Plan references (Caltrans Comment) • Changes to roadway structural section (City Comment)
• Addition of nonstandard fence details (City Comment)
• Addition of aesthetics treatment to sound wall (City Comment)

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• Removal of water line replacement from project (City Comment) • Detailing nonstandard street light foundation for median lighting replacement (City Comment) • Addition of parking lot improvements on private parcel (City Comment) • Addition of driveway and drainage improvements on a private parcel (City Comment) • Removal of a portion of driveway and drainage improvements on a private parcel (City Comment) • Redesign of pedestrian refuge island in SW quadrant of Hopyard/Owens intersection (City Comment)

B.3 Maintenance Agreement
An updated maintenance Agreement between the City and Caltrans was required in order to obtain an Encroachment Permit from Caltrans. Consor, supported the City to get an updated Maintenace Agreement with Caltrans by preparing updated Maintenance Agreement Exhibits.

B.4 Storm Water Data Report
When the project was scoped, only Design Pollution Prevention checklists were required to document the stormwater BMPs required for the project. For DEER approval, a full Storm Water Data Report (SWDR) was required. Consor prepared and obtained approval for the SWDR.

B.5 Quality Management Plan
For DEER projects, Caltrans requires a Quality Management Plan detailing the Quality Assurance and Quality Control processes that Consor and the City engaged in for project submittals. Consor prepared the QMP for City review and Caltrans approval.

C. Soundwall Design Approval Coordination
C.1 Modified Standard Soundwall Design
The soundwall was initially designed utilizing available geotechnical reports from adjacent developments. Based on input from the project geotechnical engineer, the seismic region of the project, the Caltrans Standard Plan Soundwall wall could not be used, and the standard wall was modified to accommodate a higher PGA and seismic earth pressure than the standard design. Consor designed the soundwall using Load Resistance Factor Design following AASHTO’s “LRFD Bridge Specifications”, Eighth Edition, with the California Amendments and other Caltrans design manuals.

Consor prepared design calculations for Caltrans review and approval and prepared the final PS&E for the modified standard soundwall. Four submittals of the sound wall calculations, plans, specs, estimate and geotechnical report were made. Consor coordinated comment responses and incorporation for the geotechnical consultant as well.

C.2 Independent Design Check
Consor performed an independent check of the soundwall by an engineer that was not previously involved in the design.

Independent check consisted of a verification of the wall design by performing independent calculations and a plan review. Based on comments made by the independent check and agreement to revisions by the checker and designer, the plans and calculations were modified before submittal to Caltrans.

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D. Construction Support (Allowance)
D.1 Assistance During Bidding
Consor assisted in answering questions regarding meaning and intent of the plans and specifications during contract bidding period and will advise the City on bids received. Consor assisted with the preparation of two Addenda.

D.2 Review and Response to RFI’s
Consor will review and provide responses to questions or clarifications (RFI’s) from the Contractor or Resident Engineer, review shop drawing and material specifications as submitted by the Contractor. Up to five RFI’s are assumed.

D.3 Change Order Assistance
This task will also include revision on plans and specifications (contract change orders) as necessary due to change in condition, or as requested by the City. Up to two CCOs are assumed.

D.4 Submittal Review
It is assumed that the City’s RE or CM will review the more common civil submittals, such as for the pavement materials, signage and striping and drainage items. It Is assumed that landscaping and irrigation submittals will be handled by the City as well. Up to four submittal reviews are assumed for signal and lighting items and the sound wall materials.

D.5 Prepare Record Drawings (As-Builts)
Upon completion of project, Consor will provide record drawings per the City requirements. The record drawings will be based on mark ups from the Resident Engineer as revisions are made during construction.

D.6 Final Site Walk-Through
We will attend a final job site walk with the City to review for completion.

D.7 5% Construction Support Contingency Allowance
This is a contingency budget to only be used if needed and if approved in advance by the City.

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Cost Proposal
Project Number: P22-100
TASKS
Senior Engineer
Assistant Engineer
Assistant Engineer
Associate Engineer
Associate Engineer
Senior Engineer
Engineering Designer
Assistant Engineer
Senior Engineer
Principal Engineer
Principal Engineer
Senior Engineer
Assistant Engineer
Principal Engineer
Engineering Designer
Consor Total Hours
Consor Total Net Labor
Fees
ARWS
TJKM
Subconsultant Subtotal
MJ BH JK AM BH SM BK MB DM RM MJ AM JK SM BK Direct Labor No. Initial Hourly Rate $215 $125 $125 $175 $175 $215 $150 $125 $215 $334 $334 $269 $152 $334 $150 0 $0 $0
A Right of Way Coordination 21 4 25 $5,015 $12,285 $12,285 B DEER 0 $0 $0
B.1 DEER Report 30 30 $6,450 $0
B.2
Incorporate Caltrans and City Design
Comments 16 60 69 12 7 164 $22,890 $0
B.3 Maintenance Agreement Exhibits 16 16 $2,000 $0
B.4 SWDR 16 16 $3,440 $0
B.5 Quality Management Plan 12 12 $2,580 $0
C
Soundwall Design Approval
Coordination 0 $0 $0
C.1 Modified Standard Soundwall Design 6 12 34 84 136 $22,700 $0 C.2 Independent Design Check 4 8 30 8 50 $7,530 $0
D Construction Support 0 $0 $0
D.1 Assistance During Bidding 4 1 8 13 $2,821 $0
D.2 Review and Response to RFI’s 16 16 2 6 40 $9,344 $3,000 $3,000 D.3 CCOs (2 assumed) 4 24 28 $4,984 $0
D.4 Submittal Review (4 assumed) 8 6 2 3 19 $5,794 $2,000 $2,000 D.5 Record Drawings 1 12 13 $2,158 $1,000 $1,000
D.6 Final Site Walk-Through 4 4 $1,336
D.7
5% Contingency for Constrn Period
Services (only if approved in advance by
City tbd
1,322$
$0 $0
Subtotal- Hours & Labor Costs 101 80 81 12 7 38 92 30 8 8 35 1 60 4 9 566 $100,364 0 Other Direct Costs $150 150
Fee
Total Cost $21,715 $10,000 $10,125 $2,100 $1,225 $8,170 $13,800 $3,750 $1,720 $2,672 $11,690 $269 $9,120 $1,336 $1,350 $99,042 $100,364 $12,285 $6,150 $18,435 Project Name: Hopyard Rd at Owens Drive - Amendment 4
Hopyard Owens Amendment 4 Hours Fee Matrix Project 1 Hrs 3/29/2024

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Cost Proposal
0 Date: 3/29/2024
Consor North America, Inc.

Direct Labor: $100,363.85
Escalation for Multi-Year Project (0.0%): $0.00
A. Labor Subtotal $100,363.85
Subconsultant Costs:

ARWS $12,285.00
TJKM $6,150.00
B. Subconsultant Subtotal $18,435.00
Other Direct Costs:

Travel 200 miles @ $0.670 $134.00
Pier Diem/ Hotel days @ $150.00 $0.00
Delivery @ $20.00 $0.00
Vendor Reproduction
Vellum @ $0.00
81/2 X 11 Reproduction @ $0.00
11 X 17 Reproduction @ $0.00
Mounting Boards for Presentations @ $0.00
Newsletters (Translation and printing) @ $0.00
Subtotal Vendor Reproduction $0.00
Title Report @ $0.00
Miscellaneous $0.00
C. Other Direct Cost Subtotal: $134.00
Labor Subtotal A. = $100,363.85
Subconsultant Subtotal B. = $18,435.00
Subconsultant Fee (5.0%): $921.75
Other Direct Cost Subtotal: C. = $134.00
ODC Fee (0.0%): $0.00
TOTAL = $119,855
Note: Invoices will be based upon Consor Agreed Hourly Rates for the given year.

Subconsultant and Direct Costs will be billed at actual cost.

Hopyard Rd at Owens Drive - Amendment 4
Hopyard Owens Amendment 4 Hours Fee Matrix Project 1 Budget

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DESIGN PROFESSIONAL SERVICES AGREEMENT

THIS DESIGN PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into May 7, 2024, between the City of Pleasanton, a municipal corporation ("City"), and Geocon Consultants, Inc. whose address is 6671 Brisa Street, Livermore, CA 94550, and telephone number is (925) 371-5900, ("Consultant").

RECITALS

A. Consultant is qualified and experienced in providing Geotechnical Engineering and Material Testing services for the purposes specified in this Agreement.

B. City finds it necessary and advisable to use the services of Consultant for the purposes provided in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions in this Agreement, City and Consultant agree as follows:

1. Consultant's Services. Consultant shall diligently perform the services described in Exhibit A, Scope of Work, attached and incorporated to the extent consistent with this Agreement.

2. City Assistance. In order to assist Consultant in this work, City shall provide, if necessary, contract plans and specifications for Hopyard Road and Owens Drive Intersection Improvements Project, CIP No.15525, electronic copies of Caltrans and City’s standard forms used for reporting testing results, archive drawings, reports and permits related to the project, available aerial photography, City’s standard specifications and design guides, review of all Consultant’s deliverables, and provide comments in a timely manner.

3. Staff. Consultant shall assign Shane Rodacker or Jocob Bishop-Moser to serve as Project Managers, who may not be replaced without written consent of City.

4. Term. The work as described in Exhibit A, Scope of Work, shall be completed by December 31, 2025, or unless an extension is approved by the city.

5. Compensation. For the services to be rendered, City shall pay Consultant on a time and material cost basis with not to exceed limits as defined in Exhibit B and shall be in accordance with the Rate Schedule contained in Exhibit B, which is attached and incorporated to the extent consistent with this Agreement. Payment shall be made on a monthly basis upon receipt and approval of Consultant's invoice. Payment shall be made within forty-five (45) days of receipt of consultant’s invoice and approval by City. Total compensation for services and reimbursement for costs shall not exceed $124,260 unless the parties agree pursuant to Section 8, below.

❑ Exhibit A
❑ Certificate(s) of Insurance
❑ Professional Liability Insurance
❑ W-9

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6. Sufficiency of Consultant's Work.

c. Consultant’s responsibilities under this section shall not be delegated. Consultant shall be responsible to the City for acts, errors, or omissions of Consultant’s subconsultants.

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8. Changes. City may request changes in the scope of services to be provided by Consultant.

Any changes and related fees shall be mutually agreed upon between the parties and subject to a written amendment to this Agreement.

13. Indemnity and Hold Harmless. To the fullest extent permitted by law (including, without limitation, California Civil Code §§ 2782, 2782.6 and 2782.8), Consultant shall defend (with legal counsel reasonably acceptable to the City), indemnify, and hold harmless, the City and its officers, agents and employees (collectively “Indemnitees”) from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Consultant or its Subconsultants), expense, and liability (including, without limitation, incidental and consequential damages, court costs, reasonable attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent caused by the negligence, reckless, or willful misconduct of the Consultant, any Subconsultant, anyone directly or indirectly employed by them, or anyone that they control (collectively “Liabilities”) in the performance of its services under this Agreement, regardless of whether the City has reviewed or approved the work or services which has given

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rise to the claim, loss, cost, damage, injury or liability for damages. This indemnification shall extend for a reasonable period of time after completion of the project as well as during the period of actual performance of services under this Agreement. The City's acceptance of the insurance certificates required under this Agreement does not relieve the Consultant from its obligation under this paragraph. To the extent that there is an obligation to indemnify under this Section 13, Consultant shall be responsible for incidental and consequential damages resulting directly or indirectly, in whole or in part, from Consultant’s negligence, reckless or willful misconduct. As it relates to professional liability, Consultant’s liability hereunder shall be limited by the City to the amount of available coverage under Consultant’s professional liability insurance required in Section 14d of this Agreement.

14. Insurance. During the term of this Agreement, Consultant shall maintain in full force and effect, at its own cost and expense, insurance coverages with insurers with an A.M. Best’s rating of no less than A:VII. Contractor shall have the obligation to furnish City, as additional insured, the minimum coverages identified below:

a. General Liability and Bodily Injury Insurance. Commercial general liability insurance with limits of at least $2,000,000 combined limit for bodily injury and property damage that provides that the City, its officers, and employees are named additional insureds under the policy. The policy shall state in writing either on the Certificate of Insurance or attached rider that this insurance will operate as primary insurance for work performed by Consultant and its subconsultants, and that no other insurance effected by City or other named insured will be called on to cover a loss.

b. Automobile Liability Insurance. Automobile liability insurance with limits not less than $2,000,000 per person/per occurrence.

d. Professional Liability Insurance. Professional liability insurance in the amount of $2,000,000.

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the effective date of the cancellation. Notice shall be sent by certified mail, return receipt requested. In addition, the insured shall provide thirty (30) days prior written notice to the City of any cancellation, suspension, reduction of coverage or in limits, or voiding of the insurance coverage required by this agreement. The City reserves the right to require complete certified copies of policies.

f. Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against the City, its officers, and employees.

g. Defense Costs. Except for Professional Liability insurance, coverage shall be provided on a “pay on behalf" of basis, with defense costs payable in addition to policy limits. Except for Preffessional Liability insurance, there shall be no cross liability exclusions.

h. Subconsultants. Consultant shall include all subconsultants as insured under its polices or shall furnish separate certificates and endorsements for each subconsultant. All coverages for subconsultants shall be subject to all of the requirements stated in this Agreement to the extent applicable to the subconsultant’s scope of work and trade, including but not limited naming additional insureds.

To Consultant: Shane Rodacker To City: City Manager Geocon Consultants, Inc. City of Pleasanton 6671 Brisa Street P.O. Box 520
Livermore, CA 94550 Pleasanton, CA 94566

19. Confidentiality. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

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investment that would be affected in any manner by the performance of Consultant’s services under this Agreement. If such an interest occurs, Consultant will immediately notify the City.

22. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue in the applicable court or forum for Alameda County.

24. No Personal Liability. No official or employee of City shall be personally liable to Consultant in the event of any default or breach by the City or for any amount due Consultant.

26. Scope of Agreement. This writing constitutes the entire Agreement between the parties.

Any modification to the Agreement shall be in writing and signed by both parties.

THIS AGREEMENT is executed the date first above written.

CITY OF PLEASANTON CONSULTANT

_____________________________ By: __________________________ Gerry Beaudin, City Manager Signature

__________________________
Print name
ATTEST:

_____________________________
Jocelyn Kwong, City Clerk Title: __________________________

Approved as to form:

_____________________________ By: __________________________ Daniel G. Sodergren, City Attorney Signature

__________________________

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Print name

Title: __________________________

[If Consultant is a corporation, signatures must comply with California Corporations Code §313]

Rev. 4/24

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6671 Brisa Street ■ Livermore, California 94550 ■ Tel (925) 371 -5900 Proposal No. EB-24-0282-P-MT
February 16, 2024
Revised April 1, 2024

City of Pleasanton – Public Works Department, Engineering Division 200 Old Bernal Avenue
Pleasanton, CA 94566

Attention: Mr. SM Saklaen, PE

Subject: HOPYARD ROAD AND OWENS DRIVE INTERSECTION IMPROVEMENTS CIP NO. 15525

PLEASANTON, CALIFORNIA

PROPOSAL FOR MATERIALS TESTING AND SPECIAL INSPECTION

References: 1. Plans: City of Pleasanton, Public Works Department, Hopyard Rd and Owens Dr Intersection Improvement, CIP # 15525, Pleasanton, California, dated August, 2023.

2. Specifications: City of Pleasanton, Public Works Department, Engineering Division, General Provisions, Notice to Bidders, Special Provisions, Proposal and Contract for Hopyard Road and Owens Drive Intersection Improvements, Project No. 15525.

3. City of Pleasanton, Addendum No. 1, Hopyard Road and Owens Drive Intersection Improvements, Project No. 15525, dated March 4, 2024.

4. City of Pleasanton, Addendum No. 2, Hopyard Road and Owens Drive Intersection Improvements, Project No. 15525, dated March 14, 2024.

Dear Mr. Saklaen:

In accordance with your request, we are pleased to provide this scope of work summary and fee estimate for the subject project. Included herein are a project description, scope of services outline and resultant fee estimate. We have assumed that prevailing wage requirements will apply to our field representatives on this project and work will occur at night. This scope of work summary and fee estimate has been revised to reflect changes to the project scope.

PROJECT DESCRIPTION AND SCOPE OF SERVICES
The project will consist of constructing a southbound right-turn lane along Hopyard Road at the Owens Drive intersection, modifying the lane configurations on Hopyard Road south of Owens Drive, adding a southbound bike lane from the I-580 eastbound off-ramp intersection to south of Owens Drive, constructing a soundwall along the west side of Hopyard Road north of Owens Drive, rehabilitating existing pavements, and various improvements to sidewalks, curb and gutter, traffic signals, and storm drain facilities. A portion of the project will be constructed within the Caltrans Right-of-Way, and we understand that materials testing and inspections are to be in general conformance with Caltrans’ requirements.

We anticipate our technicians will be onsite for materials inspection and/or special inspection related to the following activities:
• Drilling of shafts for cast-in-drilled-hole piers for the soundwall. • Concrete placement for traffic signal foundations, soundwall piers, soundwall pile cap, soundwall barrier, and high-early-strength driveway pavement.
• Masonry construction for the soundwall.
• Backfill operations for storm drain improvements and sound wall structural backfill.

Exhibit A

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Pro posal No. EB-24- 0282-P- MT - 2 - February 16, 2024 Revised April 1 , 2024
• Compaction of subgrade, aggregate subbase, and aggregate base, for new pavements, sidewalks, curb and gutter, bike path, and island paving.
• Placement of hot-mix asphalt for new and rehabilitated pavements.

Based on the information presented above, our anticipated services and estimated fee are outlined below. Our services will be provided on an on-call, time-and-materials basis as requested by City representatives. Our total effort will be largely contingent upon the construction schedule, pace of construction and contractor performance. Our materials testing services will be invoiced per our attached 2023 Schedule of Fees.

Task Estimated Fee
Part I: Materials Testing and Special Inspection
Field Technician – Cast-in-drilled-hole pier drilling observation, concrete sampling and testing. (estimated 6 trips and 52 technician hours) $10,950 Abe Construction Services, Inc. – Gamma Gamma Logging for cast-in-drilled-hole piers for soundwall. $3,800
Field Technician – Concrete sampling and testing for traffic signal foundations, soundwall pile cap, soundwall barrier, and high-early-strength driveway pavement. (estimated 8 trips and 40 technician hours)
$8,020
Field Technician – Masonry inspection and mortar sampling. (estimated 2 trips and 16 technician hours) $3,395
Field Technician – Compaction testing of storm drain and soundwall backfill. (estimated 4 trips and 32 technician hours) $6,795
Field Technician – Compaction testing of subgrade, aggregate subbase, and aggregate base. (estimated 16 trips and 128 technician hours) $27,180
Field Technician – Compaction testing and sampling of hot-mix asphalt. (estimated 10 trips and 98 technician hours) $20,850
Outside Services – Asphalt coring. $2,820
Laboratory Testing
Sieve Analysis, CTM 202 (21 total)
Sand Equivalent, CTM 217 (17 total)
Durability Index, CTM 229 (2 total)
R-value, CTM 301 (3 total)
California Impact, CTM 216 (8 total)
LA Abrasion, CTM 211 (8 total)
Aggregate Cleanness, CTM 227 (7 total)
Flat and Elongated Particles, CTM 235 (1 total)
Fine Aggregate Angularity, CTM 234 (1 total)
Percent Crushed Particles, CTM 205 (1 total)
HMA Theoretical Max. Specific Gravity, CTM 309 (10 total) % Asphalt Binder, CTM 382 (10 total)
HMA Sieve Analysis with ignition, CTM 202 (2 total)
HMA Air Voids, AASHTO T269 (1 total)
Hamburg Wheel Tracker, CTM 389 (1 total)
HMA Core Unit Weight, CTM 308 (8 total)
Concrete Compressive Strength, ASTM C39 (9 sets of 5 cylinders) Mortar Compressive Strength, ASTM C109 (2 sets of 3 cylinders) Lab Subtotal:

$2,625
1,700
330
900
2,000
1,800
2,255
150
125
150
1,800
1,250
500
525
1,000
800
1,350
180
$19,440
Subtotal – Part I: $99,450
Part II: Engineering Support, Project Management and Reporting $15,090 Part III: Contingency Budget
(5% of the sum of Parts I and II, only to be used with City’s approval) $5,920 TOTAL ESTIMATED FEE: $124,260

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Pro posal No. EB-24- 0282-P- MT - 3 - February 16, 2024 Revised April 1 , 2024

ASSUMPTIONS AND PROPOSED FEES
Based on our experience with similar projects, we have made various assumptions regarding our scope of services. Notable assumptions are as follows:
• T
he project Resident Engineer will perform inspection s of reinforcing steel and additional special in
spection will not be required.
• Source inspections will not be required on this project. • Materials testing for activities entirely outside of Caltrans Right-of-Way will not require the full suite of laboratory testing required by Caltrans.
• Laboratory testing beyond that tabulated above will not be required. • Gamma Gamma Logging will be performed for all soundwall piers in a single visit during daytime hours.

W
e propose to perform the scope of services outlined above on a time-and-materials basis for an estimated fee of $118,340 ($124,260 with 5% contingency budget only to be used with City’s approval). If unforeseen conditions are encountered, or if we experience delays or circumstances beyond our control, we will notify you immediately to discuss modifications to the scope of services and/or project fees.

AUTHORIZATION AND CLOSURE
Please carefully review the contents of this proposal and the attached 202 3 Schedule of Fees , which is incorporated into and made a part of this proposal. If the above proposal is agreeable, plea se forward a professional services agreement for our review. We will commence with the scope of services outlined herein upon receipt of your written authorization; however, services provided by Geocon will be pursuant to the attached 2023 Schedule of Fees until or unless a mutually agreed upon contract is finalized.

I
t is mutually agreed between Client and Geocon that all services afforded and work performed by Geocon are provided pursuant to Civil Code Section 2782 and such agreement is expressly integrated into and made a part of any and all contracts or agreements entered into between the parties.

Ple
ase be advised that if Geocon is required to provide an immediate defense to Client pursuant to a claim alleging the negligence of Geocon, Client will be billed on a time and materials basis for such defense in accordance with Geocon’s 2024 Schedule of Fees, and if there is a final determination by a court of competent jurisdiction that a portion of the damages awarded in connection with a claim were caused by or attributable to Geocon, then Geocon shall be obligated to reimburse Client for that portion of the defense costs reasonably incurred by Client which is attributable to the portion of the damages caused by or attributable to Geocon.

Notwithstanding the foregoing, under no circumstances shall Geocon be liable for providing an immediate defense to Client for any claim not alleging the negligence or other liability of Geocon.

W
e look forward to providing professional services on this City improvement project. Please contact us if you have any questions regarding this proposal or if we may be of further service.

Sincerely,
GEOCON CONSULTANTS, INC.

J
acob Bishop-Moser, PE Shane Rodacker, GE
Project Engineer Vice President
(1
/e-mail) Addressee
Attachment: 2023 Schedule of Fees

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6671 Brisa Street ■ Livermore, California 94550 ■ Tel (925) 371-5900

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2023 SCHEDULE OF FEES – JULY 1, 2023 THROUGH JUNE 30, 2024

PROFESSIONAL SERVICES
Engineering Field Technician/Special Inspector I .................................................................................................................. 85/135(PW)*/hr.

Engineering Field Technician/Special Inspector II ................................................................................................................. 95/140(PW)*/hr.

Engineering Field Technician/Special Inspector III/Equipment Operator ............................................................................ 105/150(PW)*/hr.

Laboratory Technician/Engineering Assistant ........................................................................................................................................... 90/hr.

Senior Laboratory Technician ...................................................................................................................................................................... 110/hr.

Laboratory Supervisor .................................................................................................................................................................................. 140/hr.

Word Processor/Technical Editor/Drafter .................................................................................................................................................. 90/hr.

Research Assistant/Technical Illustrator/Senior Drafter .......................................................................................................................... 105/hr.

Project Coordinator/GIS Specialist ............................................................................................................................................................. 115/hr.

Staff Engineer/Geologist/Scientist/Field Supervisor ................................................................................................................................ 130/hr.

Senior Staff Engineer/Geologist/Scientist ................................................................................................................................................. 140/hr.

Project Engineer/Geologist/Scientist/Construction Supervisor ............................................................................................................... 150/hr.

Senior Project Engineer/Geologist/Scientist ............................................................................................................................................. 165/hr.

Senior Engineer/Geologist/Scientist/Certified Industrial Hygienist ......................................................................................................... 180/hr.

Associate Engineer/Geologist/Scientist ..................................................................................................................................................... 210/hr.

Principal Engineer/Geologist/Scientist/Litigation Support ....................................................................................................................... 240/hr.

Deposition or Court Appearance ................................................................................................................................................................. 425/hr.

Attorney Fees (General) ............................................................................................................................................................................... 400/hr.

Overtime (>8 to 12 hrs.), Saturday, and Night Rate ................................................................................................ 1.5x Regular Hourly Rate Overtime (>12 hrs.), Sunday, and Holiday Rate .......................................................................................................... 2x Regular Hourly Rate Minimum Professional Fee ............................................................................................................................................................ $500/Project Minimum Field Services Fee (per day or call-out) ..................................................................................................................................... 2 Hours * Prevailing Wage (PW) per requirements of California Labor Code §720, et. Seq.

TRAVEL
Personnel ............................................................................................................................................................................... Regular Hourly Rate Subsistence (Per Diem) .......................................................................................................................................................................... $200/day Vehicle Mileage ...................................................................................................................................................................................... IRS Rate

EQUIPMENT & ANALYTICAL TESTS
Nuclear Gauge ........................... Included in Technician Hourly Rate Level D PPE/Decon Rinse Equipment ............................. $50/day Pick-up Truck .................................................................... $140/day pH/Conductivity/Temperature Meter .............................. 60/day Equipment Truck ............................................................... 225/day 55-gallon drum .................................................................. 90/ea.

Direct-Push Rig/Operator ................................. 190/235(PW)*/hr. TPHg (EPA 8015M) ........................................................... 90/ea.

Direct-Push Sample Liner ................................................. 10/ea. TPHd/mo (EPA 8015M) .................................................... 80/ea.

Equipment Trailer ............................................................. 100/day Fuel Oxygenate Compounds (EPA 8260B) ...................... 135/ea.

Wenner 4-Pin Earth Resistivity Meter .............................. 150/day Volatile Organic Compounds (EPA 8260B) ..................... 165/ea.

Coring Machine (concrete, asphalt, masonry) ................ 250/day Semi-Volatile Organic Compounds (EPA 8270) .............. 300/ea.

Dynamic Cone Penetrometer ........................................... 250/day CAM 17 Metals (EPA 6010B) ........................................... 200/ea.

Dilatometer (DMT) Test Equipment ................................. 800/day Single Metal (EPA 6010B) ................................................ 35/ea.

Generator or Air Compressor ........................................... 150/day STLC or TCLP Extraction ................................................... 75/ea.

GPS Unit ............................................................................ 160/day Soil pH (EPA 9045C) ......................................................... 25/ea.

Drive-Tube Sampler or Hand-Auger ................................. 50/day Organochlorine Pesticides (EPA 8081) ........................... 125/ea.

Soil Sample Tube (Brass or Stainless) ............................ 12/ea. Naturally Occurring Asbestos (CARB 435) ...................... 125/ea.

Water Level Indicator ........................................................ 50/day Asbestos PLM .................................................................... 20/ea.

Battery-Powered Pump ..................................................... 75/day Asbestos 1,000-pt Count ................................................. 100/ea.

Photo-Ionization Meter ..................................................... 150/day 48-hr/24-hr Turn-around Time …………………..60%/100% surcharge

LABORATORY TESTS

COMPACTION CURVES SOIL AND AGGREGATE STABILITY
4-inch mold (D1557/D698) ............................................. $250/ea. Resistance Value, R-Value (D2844/CAL301) ................. $300/ea. 6-inch mold (D1557/D698) ............................................. 250/ea. R-Value, Treated (CAL301) ............................................... 325/ea.

California Impact (CAL216) .............................................. 250/ea. California Bearing Ratio (D1883) .................................... 175/pt.

Check Point ....................................................................... 100/ea. Stabilization Ability of Lime (C977) ................................. 200/ea.

Exhibit B

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6671 Brisa Street ■ Livermore, California 94550 ■ Tel (925) 371-5900

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SOIL AND AGGREGATE PROPERTIES
#200 Wash (D1140/C117) ............................................. $90/ea. Moisture Determination, tube sample (D2216) ............. $20/ea.

Wet Sieve Analysis to #200 (D422/CAL202) ................. 125/ea. Moisture Determination and Unit Weight (D2937) ........ 40/ea.

Dry Sieve Analysis, 1.5”+ Aggregate (D6913) ................ 350/ea. Atterberg Limits: Plasticity Index (D4318) ...................... 210/ea.

Hydrometer Analysis (D422) ............................................ 175/ea. Sand Equivalent (D2419/CAL217) ................................. 100/ea.

Sieve Analysis with Hydrometer (D422) .......................... 200/ea. pH and Resistivity (CAL643) ............................................ 125/ea.

Specific Gravity, Soil (T100) ............................................. 100/ea. Sulfate Content (CAL417) ................................................ 95/ea.

Specific Gravity Coarse Aggregate (C127) ...................... 75/ea. Chloride Content (CAL422) .............................................. 55/ea.

Specific Gravity Fine Aggregate (C128) ........................... 100/ea. Organic Content (D2974) ................................................. 85/ea.

SHEAR STRENGTH
Unconfined Compression (D2166) .................................. $110/ea. CONCRETE / MASONRY / REINFORCING STEEL Direct Shear (3 points) (D3080) ...................................... 350/ea. Compressive Strength, Cast Cylinders (C39) .................. $30/ea.

Unconsolidated-Undrained Triaxial Shear (D2850) ....... 135/pt. Compressive Strength, Cores (C42) ................................ 85/ea.

Unconsolidated-Undrained Triaxial Staged (D2850) ...... 185/ea. Flexural Strength Beam (C78/C293) .............................. 80/ea.

Consolidated-Undrained Triaxial Shear (D4767) ............ 315/pt. Splitting Tensile Test (C496) ............................................ 80/ea.

Consolidated-Undrained Triaxial Staged (D4767) .......... 390/ea. DSA Masonry Shear (DSA-207) ........................................ 75/ea.

Consolidated-Drained Triaxial Shear (EM1110) ............. 400/pt. Shotcrete Panel Coring and Comp. Strength (C1140) ... 100/ea.

Consolidated-Drained Triaxial Staged (EM1110) ........... 600/ea. Rebar Tensile/Bend (up to #11/#11 and larger) …... 275/300/ea.

CMU Compressive Strength (C140) ................................ 100/ea.

PERMEABILITY, CONSOLIDATION AND EXPANSION Compressive Strength, Grout (C1019/UBC 21-19) ....... 30/ea.

Permeability, Flexible Wall (D5084) ................................ $315/ea. Compressive Strength, Mortar (C109/UBC 21-15,16) .. 30/ea.

Permeability, Rigid Wall (D5856) .................................... 315/ea. CMU Unit Wt., Dimen., Absorption (C140) ...................... 75/ea.

Consolidation (D2435) ..................................................... 65/pt. Compressive Strength, Masonry Prism (C1314) ............ 250/ea.

Expansion Index (D4829/UBC 29-2) ............................... 225/ea.

Swell/Collapse (D4546) ................................................... 175/pt. HOT MIX ASPHALT HMA Air Voids, Gyratory (T269) ........................................ $525/ea.

AGGREGATE QUALITY Hamburg Wheel Tracker (T324) ...................................... 1,000/ea.

Sieve Analysis to #200 (C136) ........................................ $125/ea. Theoretical Max. Specific Gravity (D2041/CAL309) ...... 180/ea.

L.A. Rattler Test (500 rev.) (C131) .................................. 225/ea. Ignition/Sieve Analysis (C136/CAL202) ......................... 250/ea.

Durability Index (D3744/CAL229) ................................... 165/ea. HMA Core Unit Weight (D1188/CAL308) ........................ 100/ea.

Fine Aggregate Angularity (CAL 234) ............................... 125/ea. % Asphalt, Ignition Method (D6307/CAL382) ................ 125/ea.

Flat and Elongated Particles (D4791/CAL 235) ............. 150/ea. % Asphalt, Ignition Calibration (D6307/CAL382) ............ 400/ea.

Percent Crushed Particles (CAL205) ............................... 150/ea. Tensile Strength Ratio (T283) ……………………………… .... 1,000/ea. *2X surcharge on rush turnaround for laboratory testing

TERMS AND CONDITIONS

1. Listed are typical charges for the services most frequently performed by Geocon. Prices for unlisted services as well as special quotations for programs involving volume work will be provided upon request. Laboratory test prices shown are for laboratory work only, and include reporting of routine results not calling for comments, recommendations or conclusions.

2. Sampling and testing is conducted in substantial conformance with the latest applicable or designated specifications of the American Society for Testing and Materials, Caltrans, American Association of State Highway and Transportation Officials, or other pertinent agencies.

3. Saturday, night work, and overtime hours are charged at time and one-half; Sundays and holidays at double time. Per diem may apply when location of work dictates.

4. Outside services including subcontractors will be billed at cost plus 15%. Hourly services are billed portal to portal from closest office in accordance with the stated hourly rates herein, with a minimum two-hour charge.

5. Invoices will be submitted at four-week intervals. Terms of payment are met upon presentation of invoice. Invoices become delinquent thirty (30) days from invoice date and subject to one and one-half percent (1-1/2%) service charge per month, or the maximum rate allowed by law, whichever is lower. If Client objects to all or any portion of any invoice, Client will so notify Geocon in writing within fourteen (14) calendar days of the invoice date, identify the cause of disagreement, and pay that portion of the invoice not in dispute. The parties will immediately make every effort to settle the disputed portion of the invoice.

Payment on delinquent invoices will first be applied to accrued interest and then to the principal amount. All time spent and expenses incurred (including any attorney's fees and costs) in connection with collection of any delinquent amount will be paid by Client to Geocon per Geocon's current fee schedule.

6. The above rates include all applicable fringe, overhead and profit calculations. No additional percentages for overhead, profit, or any other costs related to labor will be charged. Rates are current for Fiscal Year 2023-24 (7/1/2023 – 6/30/2024). The City will consider annual adjustments based on CPI (Consumer Price Index , May of applicable years) and submitted prior to the end of the fiscal year for approval based on ENR Construction Index for San Francisco and Bay Area.

7. Reimbursable expenses are in addition to the agreed hourly fees and include actual expenditures made by the consultant in the interest of the project.

Eligible reimbursable expenses shall be billed at cost with a 10% markup. Reimbursable expenses include such items as postage, reproduction, drawing plotting, printing, special materials, or equipment for project deliverable to the City. Consultant’s printing and reprographics for internal uses are excluded.

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Item #13

CITY COUNCIL AGENDA REPORT

May 7, 2024
Public Works - Engineering Division

TITLE: APPROVE PLANS AND SPECIFICATIONS AND AWARD A CONSTRUCTION

CONTRACT TO AMERICAN ASPHALT REPAIR & RESURFACING COMPANY, INC. IN THE AMOUNT OF $374,391 AND AN APPROXIMATELY 10 PERCENT CONTINGENCY OF $37,439 FOR THE ANNUAL SLURRY SEALING OF VARIOUS STREETS PROJECT, CIP NO. 24504

SUMMARY
This project applies slurry seal on 560,000 square feet of existing pavement to prolong the useful life of the existing street infrastructure while providing a safe and smooth riding condition. Slurry seal is an application of a thin coat of asphalt/aggregate slurry mixture that seals the road surface.

Bids were received on April 3, 2024, and staff recommends awarding the construction contract to the lowest responsible bidder, American Asphalt Repair & Resurfacing Company, Inc., in the amount of $374,391 and an approximately 10 percent contingency of $37,439 for the Annual Slurry Sealing of Various Streets Project, CIP No. 24504.

RECOMMENDATION

1. Approve plans and specifications and award a construction contract for the project to American Asphalt Repair & Resurfacing Co., inc., of Hayward, CA, for the low bid amount of $374,391.

2. Authorize the City Manager to enter into the project contract.

3. Authorize the Director of Public Works, or authorized staff, to approve and execute contract change orders for a project contingency amount of $37,439 (approximately 10 percent of the contract) for unforeseen yet necessary related work.

BACKGROUND
The City has two annual projects designed to maintain roadway infrastructure: the Annual Street Resurfacing and Preventative Maintenance Project and the Annual Slurry Seal of Various Streets Project. The first project resurfaces various roadways by overlaying the existing pavement with a new layer of asphalt concrete, while the other project slurry seals a different set of roadways. The resurfacing project is considered a street reconstruction project, while the slurry project is a preventative maintenance project. Together, these projects are designed to maintain the City’s roadway pavement condition.

Slurry seal is placed on streets that are in good condition to seal the street before surface deterioration occurs, which would allow water to penetrate the roadbed and lead to premature roadway failure. Slurry seal treatments are expected to last six to eight years, depending on the amount of traffic on the street. Slurry seal costs approximately one-fifth of the cost of

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overlaying a street with a new layer of asphalt concrete, and it is a cost-effective approach to extend the useful life of the pavement.

Slurry seal is a petroleum-based emulsion product; it is blended on-site in a large truck and then applied evenly across the entire roadway surface of an asphalt street. The slurry seal is typically one-quarter to three-eighths of an inch thick. The aggregate is a mixture of fine sand and black volcanic rock that increases the roadway friction and maintains a black surface for several years after placement. The slurry seal process typically requires streets to be temporally closed to traffic between 8 a.m. - 5 p.m. The slurry-sealed surface will be tender and subject to surface blemishes, typically for a few weeks following the placement of the slurry, depending heavily on the weather. Residents are provided information on how to reduce surface blemishes by not making sharp turns or turning wheels while the vehicle is not moving.

DISCUSSION
The Annual Slurry Sealing of Various Streets Project, CIP No. 24504, applies slurry seal on 560,000 square feet of pavement on 27 street segments. See Attachment 1 for a map of street locations.

STREET NAME BEGIN LOCATION END LOCATION AREA
(SF)

DUBLIN CANYON RD FOOTHILL RD LAUREL CREEK
DR
197,200
FAIROAKS CT PLEASANTON HILL RD END 9,500
STONEHURST CT PLEASANTON HILL RD END 14,400
MIDVALE CT FAIROAKS DR END 8,000
MEADOWBROOK CT FOREST HILL DR END 11,400
KENTWOOD WY MUIRWOOD DR FOREST HILL DR 24,500
LAFAYETTE CT FOREST HILL DR END 14,700
PERRY LN FOREST HILL DR END 6,000
PALMDALE CT HILLCREST WY END 15,700
HILLCREST WY MUIRWOOD DR FLAGSTONE DR 30,000
FAIRBROOK CT PLEASANT HILL RD END 14,000
FLAGSTONE DR DRYWOOD ST FOREST HILL DR 30,300
FOREST HILL DR FLAGSTONE DR 170 FT. FROM

FLAGSTONE DR
5,600
DESERTWOOD LN LAKEWOOD ST APPLEWOOD WY 29,400
DESERTWOOD CT DESERTWOOD LN END 6,000

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HEATH CT HOLLAND DR END 10,200
ADOBE CT HOLLAND DR END 10,400
TAFFY CT HOLLAND DR END 11,500
MENLO CT HOLLAND DR END 17,200
MELODY CT HOLLAND DR END 18,500
ECHO CT SINGLETREE WY END 8,400
SINGLETREE CT HOLLAND DR END 10,500
GARLAND CT HOLLAND DR END 7,000
BROOKS CT HOLLAND DR END 6,700
ROBIN CT DORMAN RD END 24,000
ASHLEY CT ADDISON WY END 10,000
AUDREY CT ADDISON WY END 7,000

Bids
Sealed bids for this project were opened on April 3, 2024. Seven bids were received, from the low bid amount of $374,391 to the high bid of $546,546. The low bid, submitted by American Asphalt Repair & Resurfacing Company, Inc., is approximately four percent higher than the Engineer's Estimate of $360,000 (see Attachment 2). Past work performed by American Asphalt Repair & Resurfacing Company, Inc., was verified to be satisfactory. Staff recommends awarding the construction contract to the lowest responsible bidder, American Asphalt Repair & Resurfacing Company, Inc. in the amount of $374,391.

Consultant/Specialty Services:

Materials testing services will be provided by Geocon Consultants, Inc., under the City’s existing on-call professional services agreement for an estimated cost of $20,000. The testing and observation services are required to provide specialty testing of the materials to ensure the material mix is per City specifications.

The City’s on-call consultant, West Coast Arborists, Inc., will prune trees overhanging the right of way up to 14 feet to meet clearance requirements to prevent damage to trees from the construction equipment in anticipation of the street resurfacing and slurry seal projects.

Schedule
The start of construction will begin in September 2024 after the completion of the preparatory base repair and crack sealing work that is included in the upcoming Annual Streets Resurfacing & Reconstruction Project, CIPs No. 23503 and 24503. The September start will also ensure that the material is being placed down during the most ideal temperature conditions.

The anticipated schedule for the project is:

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Approval of Plans & Specifications and Award of Contract: May 7, 2024 Start of Construction: September 9, 2024
End of Construction: October 2024

EQUITY AND SUSTAINABILITY
Not applicable, as this item is a routine matter of City business.

OUTREACH
Construction notices, social media posts, and information will be posted on the City’s website prior to the start of construction. Construction notices will also be hand delivered by the contractor to businesses and residents where the project will occur.

FISCAL IMPACT
The available balance for the Annual Slurry Sealing of Various Streets Project, CIP No. 24504, is $547,989 following a transfer to Annual Resurfacing and Preventative Maintenance, CIP No. 24503, to cover the costs for base repairs on slurry seal streets. The total estimated project expenditure, including the contingency, is $458,610. The budget includes $20,000 for material testing services and $26,000 for tree trimming and advertising costs. Funding for this project is from Fund 160-Gas Tax. The funding and anticipated project expenditures are detailed in Attachment 3.

Prepared by: Submitted by: Approved by:

Sidi Cruz-Phillips, Associate
Engineer
Siew-Chin Yeong, Director of Public
Works

Gerry Beaudin, City
Manager

Attachments:

1. Project Location Map

2. Bid Summary

3. Funding and Estimated Expenditures Summary

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1 560,000 SF SLURRY SEAL AREA $0.38 $212,800 $0.35 $197,680.00 $0.31 $173,600.00 $0.29 $162,400.00 2 4 EA "STOP" OR "YIELD" LEGEND $250.00 $1,000 $265.00 $1,060.00 $324.00 $1,296.00 $375.00 $1,500.00 3 2 EA "35" LEGEND $110.00 $220 $190.00 $380.00 $270.00 $540.00 $270.00 $540.00 4 1,130 SF GREEN BIKE LANE $15.00 $16,950 $14.00 $15,820.00 $14.04 $15,865.20 $20.00 $22,600.00 5 3 EA BIKE LANE SYMBOL & ARROW
LEGEND $150.00 $450 $165.00 $495.00 $378.00 $1,134.00 $235.00 $705.00 6 27 EA FHM (FIRE HYDRANT MARKER) $30.00 $810 $30.00 $810.00 $16.20 $437.40 $42.00 $1,134.00 7 15 LF TRAFFIC YIELD LINE $20.00 $300 $11.00 $165.00 $21.60 $324.00 $15.50 $232.50 8 1,137 LF 12" WHITE/ YELLOW $10.00 $11,370 $10.50 $11,938.50 $16.20 $18,419.40 $15.00 $17,055.00 9 460 LF 12" WHITE/ YELLOW
X-WALK $11.00 $5,060 $10.50 $4,830.00 $21.60 $9,936.00 $15.00 $6,900.00 10 2150 LF DETAIL 12 $2.25 $4,838 $1.75 $3,762.50 $3.24 $6,966.00 $2.50 $5,375.00 11 1222 LF DETAIL 22 $3.50 $4,277 $4.25 $5,193.50 $6.48 $7,918.56 $6.00 $7,332.00 12 210 LF DETAIL 25 $3.50 $735 $2.50 $525.00 $4.32 $907.20 $3.50 $735.00 13 1030 LF DETAIL 29 $7.00 $7,210 $8.25 $8,497.50 $9.72 $10,011.60 $11.60 $11,948.00 14 195 LF DETAIL 37B $4.00 $780 $3.00 $585.00 $3.24 $631.80 $4.20 $819.00 15 790 LF DETAIL 38 $4.00 $3,160 $3.50 $2,765.00 $4.32 $3,412.80 $5.00 $3,950.00 200 LF DETAIL 38A $2.25 $450 $3.25 $650.00 $3.24 $648.00 $4.60 $920.00 16 7,505 LF DETAIL 39 $2.00 $15,010 $2.25 $16,886.25 $3.24 $24,316.20 $3.20 $24,016.00 17 490 LF DETAIL 39A $2.00 $980 $2.25 $1,102.50 $2.16 $1,058.40 $3.20 $1,568.00 18 19 EA TYPE IV (L/R) ARROW $140.00 $2,660 $200.00 $3,800.00 $324.00 $6,156.00 $280.00 $5,320.00 19 3 EA TYPE VI ARROW $140.00 $420 $500.00 $1,500.00 $324.00 $972.00 $700.00 $2,100.00 20 1 LS COMPACTING WITH PNEAMATIC
ROLLER $5,500 $5,500 $5,000.00 $5,000.00 $8,000.00 $8,000.00 $3,000.00 $3,000.00 21 1 LS TRAFFIC CONTROL $65,000 $65,000 $90,945.00 $90,945.00 $93,569.44 $93,569.44 $123,857.50 $123,857.50 TOTAL:

Bid Opening May 9, 2023 at 2pm.

Item No. Total Quantity
(Approximate) Item Description
Annual Slurry Sealing of Various Streets
Project, CIP No. 23504
Unit of Unit Price
$359,980
TotalUnit Price Total
$374,391
Unit Price Total
American Asphalt Sierra Nevada Construction
Unit Price Total
Engineers Estimate
$404,007
VSS International
$386,120

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1 560,000 SF SLURRY SEAL AREA $0.31 $173,600.00 $0.33 $184,800.00 $0.35 $196,000.00 $0.48 $268,800.00 2 4 EA "STOP" OR "YIELD" LEGEND $317.66 $1,270.64 $295.00 $1,180.00 $280.90 $1,123.60 $388.80 $1,555.20 3 2 EA "35" LEGEND $264.72 $529.44 $250.00 $500.00 $201.40 $402.80 $324.00 $648.00 4 1,130 SF GREEN BIKE LANE $13.77 $15,560.10 $15.50 $17,515.00 $14.84 $16,769.20 $16.85 $19,040.50 5 3 EA BIKE LANE SYMBOL & ARROW
LEGEND $370.60 $1,111.80 $185.00 $555.00 $174.90 $524.70 $453.60 $1,360.80 6 27 EA FHM (FIRE HYDRANT MARKER) $15.88 $428.76 $50.00 $1,350.00 $31.80 $858.60 $19.44 $524.88 7 15 LF TRAFFIC YIELD LINE $21.18 $317.70 $12.00 $180.00 $11.66 $174.90 $25.92 $388.80 8 1,137 LF 12" WHITE/ YELLOW $15.88 $18,055.56 $11.50 $13,075.50 $11.13 $12,654.81 $19.44 $22,103.28 9 460 LF 12" WHITE/ YELLOW
X-WALK $21.18 $9,742.80 $11.50 $5,290.00 $11.13 $5,119.80 $25.92 $11,923.20 10 2150 LF DETAIL 12 $3.18 $6,837.00 $1.90 $4,085.00 $1.86 $3,999.00 $3.89 $8,363.50 11 1222 LF DETAIL 22 $6.35 $7,759.70 $4.70 $5,743.40 $4.51 $5,511.22 $7.78 $9,507.16 12 210 LF DETAIL 25 $4.24 $890.40 $2.75 $577.50 $2.65 $556.50 $5.18 $1,087.80 13 1030 LF DETAIL 29 $9.53 $9,815.90 $9.00 $9,270.00 $8.75 $9,012.50 $11.66 $12,009.80 14 195 LF DETAIL 37B $3.18 $620.10 $3.30 $643.50 $3.18 $620.10 $3.89 $758.55 15 790 LF DETAIL 38 $4.24 $3,349.60 $3.90 $3,081.00 $3.71 $2,930.90 $5.18 $4,092.20 200 LF DETAIL 38A $3.18 $636.00 $3.60 $720.00 $3.45 $690.00 $3.89 $778.00 16 7,505 LF DETAIL 39 $3.18 $23,865.90 $2.50 $18,762.50 $2.39 $17,936.95 $3.89 $29,194.45 17 490 LF DETAIL 39A $2.12 $1,038.80 $2.50 $1,225.00 $2.39 $1,171.10 $2.59 $1,269.10 18 19 EA TYPE IV (L/R) ARROW $317.66 $6,035.54 $225.00 $4,275.00 $212.00 $4,028.00 $388.80 $7,387.20 19 3 EA TYPE VI ARROW $317.66 $952.98 $556.00 $1,668.00 $530.00 $1,590.00 $388.80 $1,166.40 20 1 LS COMPACTING WITH PNEAMATIC
ROLLER $7,500.00 $7,500.00 $3,000.00 $3,000.00 $10,000.00 $10,000.00 $11,123.29 $11,123.29 21 1 LS TRAFFIC CONTROL $114,650.00 $114,650.00 $134,100.60 $134,100.60 $122,100.00 $122,100.00 $133,463.89 $133,463.89 TOTAL:

Dryco Construction Inc.

Unit Price Total
$413,775
Doolittle Construction
Unit Price Total
$546,546
Annual Slurry Sealing of
Various Streets Project, CIP
Unit of
$411,597
Pavement Coatings Co.

Unit Price Total
$404,569
Northwest Paving
Unit Price Total
Bid Opening May 9, 2023 at 2pm.

Item No. Total Quantity
(Approximate) Item Description

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ATTACHMENT 3
CIP NO. 24504
05/07/24
Project Funding to Date Amount Totals
2023-24 CIP Allocation (Fund 160 - Gas Tax) $875,000
CCAR # 04/16/2024 transferred to CIP No. 23503 & 24503 (327,011)

TOTAL PROJECT FUNDING TO DATE
Anticipated Project Expenditures
$780
374,391
37,439
20,000
26,000
Bay Area News Group (advertising)
American Asphalt Repair & Resurfacing Co., Inc. - Construction American Asphalt Repair & Resurfacing Co., Inc. - Project Contigency (approx. 10%)
Testing/Inspection Services - Geocon (on-call consultant) Miscellaneous Expenses, West Coast Arborists, Inc. (On-call consultant, tree trimming)
TOTAL ANTICIPATED PROJECT EXPENDITURES $458,610

ANNUAL SLURRY SEAL OF VARIOUS STREETS
$547,989

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Item #18

CITY COUNCIL AGENDA REPORT

May 7, 2024
Finance

TITLE: APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN

FINANCING DOCUMENTS AND CERTAIN ACTIONS IN CONNECTION WITH ISSUING UP TO $19,000,000 IN WATER REVENUE BONDS FOR FINANCING IMPROVEMENTS TO THE CITY’S WATER SYSTEM

SUMMARY
The City’s water facilities produce, treat, store, and/or deliver potable and recycled water to its customers, which include all City residents and commercial customers, as well as portions of unincorporated Alameda County (i.e., Remen Tract, Happy Valley, and the area west of Foothill Road/Sunol Boulevard). The proposed $19 million in water revenue bonds (Bonds) will fund improvements to the City’s water facilities and pay costs of issuance of the Bonds.

The proposed Bonds to be issued by the Pleasanton Joint Powers Financing Authority (Authority) for an amount not to exceed $19 million will (1) be sold via negotiated sale to Siebert Williams Shank & Co., LLC, as underwriter, (2) mature in 30 years, (3) have an interest rate not to exceed 6%, and (4) include a call provision allowing the City to redeem, at the City’s option, some or all of the Bonds prior to their scheduled maturity.

RECOMMENDATION
Adopt the attached resolution (Attachment 1) authorizing the execution and delivery of an Installment Sale Agreement, a Bond Purchase Agreement and a Preliminary Official Statement (Attachments 2-4) and authorizing certain related matters regarding the Pleasanton Joint Powers Financing Authority 2024 Water Revenue Bonds.

BACKGROUND
This is a companion report to the action being considered by the Authority. This is a separate, but related, action from the authorization to issue bonds, which will be handled through the Authority to fund water system improvements.

The Authority is a joint exercise of powers agency formed between the City and the City’s Housing Authority to assist the City with municipal financing transactions. The City Council sits as the governing body of the Authority, and City staff serve as staff of the Authority.

The City’s Capital Improvement Program and projects that were approved through various City Council actions include planned capital expenditures that will be funded through a combination of debt financing and cash on hand. There are immediate financing needs for various water infrastructure replacement projects. The Authority plans to issue water revenue bonds to help the City finance the acquisition, construction and improvements to the City’s potable water system. The City will purchase those projects from the Authority pursuant to the Installment Sale Agreement.

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On November 7, 2023, the City Council approved water rate increases to fund immediate/near- term essential system upgrades; fund plans for water supply alternative project design work; pay for additional purchase of water from Zone 7 over the next 2-3 years; augment staffing to manage, plan, and implement solutions for the water distribution system; and replenish the reserve fund and restore the water fund’s financial position. The City Council adopted a resolution on March 5, 2024, that declared its intent to reimburse itself with proceeds from future debt. On April 16, 2024, the City Council approved a resolution to prepay the 2017 Water Revenue Bonds prior to their maturity on 2/1/2025 to meet the debt service coverage requirements to issue additional debt.

DISCUSSION

PROJECT OVERVIEW
The debt proceeds will be used to fund the projects described below. A detailed report was presented to the City Council on March 19, 2024, regarding the near-term improvement projects and the design work associated with the Water Supply Alternative/City Ground Water Supply Project.

The hydraulic analysis conducted for the City’s water system identified several core system deficiencies, including turnout capacities and pipelines, to meet the current and future growth of the system. The loss of regular use of the City’s wells due to per- and polyfluorinated substances (PFAS) created further deficiencies in the City’s system as the wells no longer provide water at key locations within the City’s distribution system. The Water Supply Alternatives (WSA) analysis was completed to determine the best solution to address the PFAS issue, and the hydraulic model was utilized to identify the necessary distribution improvements for the various water supply alternatives. Several sections of pipelines were identified as needing upgrades in all the various alternatives which also aligned with the core system deficiencies.

The model was requested to identify the essential improvements that need to be constructed to meet the forecasted system demands until the selected WSA can be put in service (an assumed date of late 2028). The results identified three segments of the pipeline (Bernal Avenue, Stoneridge Drive, and Sunol Boulevard), and improvements at Turnout No. 1 and No. 4 need to be completed and were termed “Near-Term Water Improvements.” Further identified were emergency projects completed to meet the anticipated summer demands of 2024, including temporary repairs to Turnout No. 1 to return it to service and installing a temporary rental pump at Turnout No. 4 to increase the capacity of the turnout.

A condition assessment was completed on the water system and is currently being utilized in the prioritization process in the development of the 10-Year Water CIP. The condition assessment identified that water lines on Stoneridge Drive and Sunol Boulevard were near the end of their useful life. The water lines on Stoneridge Drive and Sunol Blvd will be upsized to accommodate the future removal of the older lines.

The Near-Term Water Improvements were broken into three bid packages to expedite the work.

Bernal Avenue Water Line & Turnout No. 1 - IN PROGRESS
The first project is the Bernal Avenue 18-Inch Potable Water Main (F- 4 Line) & Turnout No. 1 Project, CIP 24172, which was awarded for construction on January 16, 2024, for $2.2 million.

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The project will install a new 18-inch water line in parallel to the existing 12-inch line from Turnout No. 5 at the corner of Nevada Street to the Vineyard Booster Station at the intersection of Vineyard and Bernal Avenue. The project also includes improvements at Turnout No. 1 on Santa Rita Road that will replace the interior piping and equipment to Zone 7 Water Agency’s current standards and include a motorized control valve, flow meter, fluoride injection, and instrumentation. The turnout was placed out of service after it was flooded, the equipment was temporarily repaired, and the leak was repaired. Construction of the project began in February 2024, with major construction impacts anticipated in late March 2024.

Stoneridge and Sunol Water Lines & Turnout No. 4 - IN PROGRESS The second project consists of Turnout No. 4 Replacement and Booster Station and Stoneridge Drive 24-Inch Potable Water Main (F-1 Line), CIP No. 24171, and the Sunol Boulevard 20-Inch Water Main (F-7 Line), CIP No. 24173, packaged together as Near-Term Water Improvements. Bids opened on February 22, 2024, and the bid was presented to the City Council on March 19, 2024, with an anticipated construction cost of $9.5 million. Work on Stoneridge Drive occurs from Johnson Drive to Hopyard Road and will include installation of approximately 3,200 linear feet of 24-inch fusible PVC water main; 450 linear feet of ductile iron pipe ranging in diameter from 18-inch to 24-inch; site preparation for installation of a new prefabricated booster station which is being procured separately; and installation of the prefabricated booster station with new Zone 7 connection once fabrication is complete. Work on Sunol Boulevard will extend from Sycamore Road to Bernal Avenue and includes the installation of 4,500 linear feet of 20-inch ductile iron pipe connecting to the existing City system at each end. The project will construct a larger turnout and booster station that will increase the firm capacity and reliability of the turnout from 1,000 gallons per minute (gpm) to 5,200 gpm.

Turnout No. 4 Booster Station - IN PROGRESS
The third project is the procurement of the prepackaged booster station. Given the limited site conditions, a prepackaged booster station will be built off-site and will be similar to the Recycled Water Booster Station in Ken Mercer Sports Park. The consultants developed a request for proposal (RFP), and proposals were received on January 19, 2024. The proposals ranged from $1.7-$1.8 million, as compared to the engineer’s estimate of $850,000. Further analysis and updates to the RFP are being completed to reduce costs. It is anticipated the booster station will not be installed until spring 2025, and the temporary rental pump will continue to be in place as needed.

In addition to the water line improvements, the bond proceeds will be utilized toward the design work of new City wells to replace the City’s ground water pumping quota.

Water Supply Alternative – City Ground Water Supply Project - IN PROGRESS The Water Supply Alternative project identified and reviewed options to address PFAS in the City's existing groundwater wells and outlined several alternatives to restore the City’s 3,500 acre-feet groundwater pumping quota. The City is moving forward with a project to design, construct, and operate two new groundwater wells in the Bernal sub-basin (as outlined in the agenda report regarding the Water Supply Alternatives Study presented to the City Council on October 17, 2023). If during the feasibility process of test drilling and permitting with Zone 7, it is determined that new groundwater wells are not feasible, then the City would pivot back to constructing a reduced PFAS Treatment and Well Rehabilitation project with a focus on improvements to Well 8 (City PFAS Treatment and Well 8 Rehab Project). The project is

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entering into Phase I, Feasibility and Planning. Phase I is expected to be completed by spring 2025.

FINANCIAL STATEMENT
PFM Financial Advisors LLC (PFM), the Municipal Advisor, has provided estimates regarding certain financial aspects of the proposed financing based on market conditions as of April 18, 2024.

The current estimates indicate that the principal amount of the Bonds will be approximately $17.2 million (below the not-to-exceed amount of $19 million). The principal and interest payments, together, on the Bonds will be approximately $1.12 million each fiscal year until final maturity. The term of the Bonds will be 30 years. The Bonds are expected to sell at a premium, and the proceeds are expected to total about $19 million including principal.

Pursuant to Government Code Section 5852.1, the following good faith estimates (obtained from the Underwriter and the Municipal Advisor) are being disclosed at a public meeting in connection with the authorization of the Bonds.

Information to be disclosed per Government Code
Section 5852.1:

Estimates as of
April 18, 2024*
True interest cost of the Bonds (the rate necessary to
discount the amounts payable on the respective principal and interest payment dates to the purchase price
received for the new issue of Bonds)

4.10%
Finance charge of the Bonds (the sum of fees and
charges paid to third parties)
$233,337
Amount of proceeds received by the public body from the sale of the Bonds, less the finance charge of the bonds and any reserves or capitalized interest paid or funded with proceeds of the Bonds
$19,000,000
The total payment amount (the sum total of all debt
service payments on the Bonds, plus the finance charge
of the Bonds not paid from bond proceeds)
$33,401,225
* These are good faith estimates only. Final results will likely differ based on market conditions as of the actual sale date and other factors.

BOND DOCUMENTS AND FINANCING SCHEDULE
Staff has been working with PFM, as the City’s Municipal Advisor, and Jones Hall, the City’s bond counsel and disclosure counsel, and Siebert Williams Shank & Co., LLC, the underwriter, to develop the bond issuance. U.S. Bank will serve as trustee. An RFP process was utilized to select bond counsel/disclosure counsel, underwriter, and trustee. The finance team has prepared a set of documents for the issuance, including the documents referred to in the attached resolutions. The financing team has submitted the documents, including the Preliminary Official Statement, and other related economic and financial information to S&P

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Global Ratings, a nationally recognized rating agency, to obtain a credit rating on the Bonds.

The team anticipates receiving the rating prior to May 7, 2024.

The City and the Authority intend to sell the Bonds via negotiated sale in May. With that sale timeframe, the City and the Authority will receive proceeds of the Bonds shortly thereafter.

The Authority is obligated to pay the debt service on the Bonds using amounts received from the City as installment payments payable by the City under the Installment Sale Agreement.

The City is obligated to pay the installment payments from the “Net Revenues” of the City’s water system. Net Revenues are defined in the legal documents to mean the gross revenues received by the City from the water system, less operations and maintenance costs of the system. The use of Net Revenues to pay the installment payments will be on parity with the City’s obligation to make payments with respect to the SRF Agreement executed in 2015 to pay for water improvements.

The maximum amount authorized to be borrowed would be $19 million, which includes an amount necessary to cover the costs of issuance. The attached resolution authorizes the sale of the Bonds at a public sale and approves the form of the Preliminary Official Statement and other documents. Further, the Resolution authorizes the City Manager and the Finance Director to take any and all actions necessary to consummate the issuance of the Bonds.

Legal Structure and Financing Documents
The resolution the City and the Authority are being asked to adopt will approve the following documents. Each of the documents are presented in substantial final form and will be completed after the Bonds are priced (i.e., when the principal amount of the Bonds, the interest rates and the original issue premium or discount will be determined). • Indenture of Trust – The Indenture is a contract between the Authority and U.S.

Bank National Association, acting as trustee for the holders of the Bonds. The Indenture specifies the trustee, dated date, maturity date or dates, interest rate or rates, interest payment dates, denominations, forms, registration privileges, manner of execution, place or places of payment, terms of redemption and other terms of the Bonds.

• Installment Sale Agreement – The Installment Sale Agreement is a contract between the Authority and the City, under which the Authority agrees to provide financing for the water projects and to sell the completed water projects to the City in consideration of the payment by the City of semiannual installment payments which are sufficient to provide revenues with which to pay principal of, and interest on, the Bonds when due.

• Bond Purchase Agreement – The Bond Purchase Agreement is a contract among the Authority, the City and Siebert Williams Shank & Co., LLC., as underwriter, whereby the Authority agrees to sell the Bonds to the Underwriter and the Underwriter agrees to buy the Bonds from the Authority for resale to the public.

• Preliminary Official Statement – The Preliminary Official Statement is the offering statement used by the Underwriter to inform the marketplace of the

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terms of the Bonds, material information regarding the City’s water system and related matters; it contains all relevant information for the investors to decide whether to purchase the Bonds.

• Continuing Disclosure Certificate – Contained in the Preliminary Official Statement is the form of Continuing Disclosure Certificate, which requires the City to submit annual continuing disclosure reports and notice of certain listed events to the marketplace as long as the Bonds are outstanding.

Financing Team Participants
The complex legal and financial structure of municipal debt requires issuing agencies to rely heavily upon experienced professional consultants to assist with the process. City staff assembled a team of professionals to assist the City in this transaction. All fees associated with the financing will be paid by the Bonds.

Members of the 2024 Bond Financing Team and their Roles

Team Member Member Role
PFM Financial Advisor
Jones Hall Bond Counsel/Disclosure Counsel Siebert Williams Shank Underwriter
U.S. Bank Trustee

Financial Advisor. Ensures that the issuing entity’s interests are protected when the transaction is being structured and when interest rates are established on the Bonds.

Bond Counsel/Disclosure Counsel. Drafts the documents required to complete the sale of bonds as well as ensures compliance with all of the legal requirements surrounding municipal debt.

Underwriter. Securities dealer who helps government entities bring bond issues to market by purchasing the bonds from the issuer and then reselling the bonds to investors.

Trustee: Financial institution with trust powers that is given fiduciary powers by a bond issuer to enforce the terms of a bond indenture.

Financing Schedule
The following table presents the financing schedule:

Date Description of Activity

5/7/2024 City/Authority each adopts Resolution authorizing Bond Issuance

5/21/2024 Pricing - Bonds sold & interest rates established

6/04/2024 City receives Bond proceeds

EQUITY AND SUSTAINABILITY

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Not applicable, as this item is an administrative matter of City business.

OUTREACH
No outreach was conducted, as this item is an administrative matter of City business.

STRATEGIC PLAN ALIGNMENT
Approval of this action aligns with the ONE Pleasanton Strategic Plan goal of Investing in Our Environment, Strategy 3 - Identify funding and implement the recommendations from the Water Supply Alternative Study to resolve PFAS water quality issues.

FISCAL IMPACT
The current estimates indicate that the par value of the Bonds will not exceed $19 million. The Bonds are projected to have a true interest cost of 4.10% in today’s market. The issuance costs are estimated to be $233,337. The principal and interest payments, together, on the Bonds will be approximately $1.12 million each fiscal year until final maturity. Debt service is expected to total approximately $33.4 million over the next 30 years.

Prepared by: Submitted by: Approved by:

Susan Hsieh, Director of
Finance
Susan Hsieh, Director of Finance

Gerry Beaudin, City
Manager

Attachments:

1. Resolution

2. Installment Sale Agreement

3. Bond Purchase Agreement

4. Preliminary Official Statement

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Attachment 1
RESOLUTION NO. 24-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON

APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN

FINANCING DOCUMENTS AND CERTAIN ACTIONS IN CONNECTION WITH FINANCING IMPROVEMENTS TO THE CITY’S WATER SYSTEM
WHEREAS, the City of Pleasanton (the “City”) and the Housing Authority of the City of Pleasanton have entered into a Joint Exercise of Powers Agreement, dated as of June 29, 1993, establishing the Pleasanton Joint Powers Financing Authority (the “Authority”) for the purpose, among others, of having the Authority issue its bonds to finance the acquisition, construction and improvement of public capital improvements; and
WHEREAS, for the purpose of raising funds necessary to finance certain improvements to the City’s water system (the “Water Projects”), the Authority proposes to issue revenue bonds under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), designated as the Pleasanton Joint Powers Financing Authority 2024 Water Revenue Bonds (the “Bonds”); and
WHEREAS, pursuant to an Installment Sale Agreement between the City and the Authority (the “Installment Sale Agreement”), the City will purchase the Water Projects from the Authority, and the Authority will use the installment payments paid by the City pursuant to the Installment Sale Agreement to pay debt service on the Bonds; and WHEREAS, there has been prepared a Preliminary Official Statement containing information to be used in connection with the sale of the Bonds; and WHEREAS, the information required to be obtained and disclosed pursuant to Government Code Section 5852.1 prior to the issuance of the Bonds is set forth in the staff report accompanying this Resolution; and
WHEREAS, the City Council has duly considered such transactions and wishes at this time to approve the financing documents related to the Bonds and certain related actions.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLEASANTON DOES RESOLVE, DECLARE, DETERMINE AND ORDER THE FOLLOWING:

Section 1. CEQA Finding. The City Council finds that the matter is exempt pursuant to the California Environmental Quality Act (CEQA) Guidelines §15060(c)(3), as this matter is not an activity subject to CEQA because it does not meet the CEQA definition of a project. Guidelines §15378(b)(4) states that government fiscal activities which do not involve any commitment to any specific project which may result in a

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Resolution No. ____

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potentially significant physical impact on the environment do not meet that definition.

Therefore, the issuance of the Pleasanton Joint Powers Financing Authority 2024 Water Revenue Bonds is not subject to CEQA.

Section 2. Issuance of Bonds by the Authority. The City Council hereby approves the issuance of the Bonds by the Authority under the Act for the purpose of providing funds to finance the acquisition, construction and installation of the Water Projects. The aggregate principal amount of the Bonds shall not exceed $19,000,000.

Section 3. Approval of Installment Sale Agreement. The City Council hereby approves the Installment Sale Agreement between the Authority and the City, under which the Authority agrees to provide financing for the Water Projects and to sell the completed Water Projects to the City in consideration of the payment by the City of semiannual installment payments which are sufficient to provide revenues with which to pay principal of and interest on the Bonds when due. The Installment Sale Agreement is hereby approved in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager or the Finance Director (each, an “Authorized Officer”), and the execution thereof by an Authorized Officer shall be conclusive evidence of the approval of any such changes or additions. An Authorized Officer is hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest to, if necessary, the final form of the Installment Sale Agreement.

Section 4. Sale of Bonds by the Authority. The City Council hereby approves the negotiated sale of the Bonds by the Authority to Siebert Williams Shank & Co., LLC, as underwriter (the “Underwriter”). The Bonds shall be sold to the Underwriter under the Bond Purchase Agreement among the Authority, the City and the Underwriter, which is hereby approved in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by an Authorized Officer, and the execution thereof by an Authorized Officer shall be conclusive evidence of the approval of any such changes or additions. An Authorized Officer is hereby authorized and directed for and in the name and on behalf of the City to accept an offer from the Underwriter to purchase the Bonds from the Authority and to execute the final form of the Bond Purchase Agreement in the name of the City.

Section 5. Official Statement. The City Council hereby approves and deems final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, a preliminary Official Statement for the Bonds in the form on file with the City Clerk. An Authorized Officer is authorized, at the request of the Underwriter, to execute an appropriate certificate affirming the City Council’s determination that said preliminary Official Statement has been deemed final within the meaning of said Rule. The City Council approves the distribution of the preliminary Official Statement by the Underwriter to prospective investors, in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by an Authorized Officer. An Authorized Officer is authorized and directed to approve any changes in or additions to a final form of an Official Statement for the Bonds, and the execution thereof by an

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Resolution No. ____

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Authorized Officer will be conclusive evidence of approval of any such changes and additions. The City Council authorizes the distribution of the final Official Statement by the Underwriter, which will include final pricing information related to the Bonds.

Section 6. Official Actions. The Mayor, the City Manager, the Finance Director, the City Clerk 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, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, including but not limited to a Continuing Disclosure Certificate in substantially the form attached as Appendix C to the Official Statement which is approved under Section 4, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. 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 on behalf of any person serving in such role in an interim capacity or by any officer or person designated by such officer to act on his or her behalf.

Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Pleasanton at a regular meeting held on May 7, 2024.

I, Jocelyn Kwong, City Clerk of the City of Pleasanton, California, certify that the foregoing resolution was adopted by the City Council at a regular meeting held on the 7th day of May 2024, by the following vote:

Ayes:

Noes:

Absent:

Abstain:

Jocelyn Kwong, City Clerk
APPROVED AS TO FORM:
__________________________________
Daniel G. Sodergren, City Attorney

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Attachment 2
Jones Hall Draft of April 23, 2024

INSTALLMENT SALE AGREEMENT
Dated as of June 1, 2024
between the

PLEASANTON JOINT POWERS FINANCING AUTHORITY,
as Seller
and the

CITY OF PLEASANTON,
as Purchaser
Relating to
$___________
Pleasanton Joint Powers Financing Authority
2024 Water Revenue Bonds

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TABLE OF CONTENTS
Page

ARTICLE I
DEFINITIONS ; RULES OF INTERPRETATION
SECTION 1.1. Definitions.............................................................................................................2 SECTION 1.2. Interpretation ........................................................................................................2

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES
SECTION 2.1. Representations, Covenants and Warranties of the City......................................2 SECTION 2.2. Representations, Covenants and Warranties of Authority....................................3

ARTICLE III
ISSUANCE OF SERIES 2024 BONDS; CONSTRUCTION OF

PROJECT
SECTION 3.1. The 2024 Bonds. ..................................................................................................5 SECTION 3.2. Deposit and Application of Funds.........................................................................5 SECTION 3.3. Acquisition and Construction of the Project..........................................................5 SECTION 3.4. Appointment of City as Agent ...............................................................................5 SECTION 3.5. Plans and Specifications ......................................................................................6 SECTION 3.6. Certificate of Completion ......................................................................................6

ARTICLE IV

SALE OF PROJECT

INSTALLMENT PAYMENTS
SECTION 4.1. Sale of Project ......................................................................................................6 SECTION 4.2. Term .....................................................................................................................6 SECTION 4.3. Title.......................................................................................................................6 SECTION 4.4. Installment Payments ...........................................................................................6 SECTION 4.5. Pledge and Application of Net Revenues .............................................................7 SECTION 4.6. Special Obligation of the City; Obligations Absolute ............................................8 SECTION 4.7. Additional Payments.............................................................................................9

ARTICLE V

COVENANTS OF THE CITY
SECTION 5.1. Disclaimer of Warranties; Maintenance, Utilities and Taxes. .............................10 SECTION 5.2. Release and Indemnification Covenants ............................................................10 SECTION 5.3. Sale or Eminent Domain of Water System .........................................................10 SECTION 5.4. Insurance............................................................................................................11 SECTION 5.5. Records and Accounts .......................................................................................11 SECTION 5.6. Rates and Charges.............................................................................................11 SECTION 5.7. Superior and Subordinate Obligations................................................................12 SECTION 5.8. Issuance of Parity Debt ......................................................................................12 SECTION 5.9. Operation of Water System in Efficient and Economical Manner.......................14 SECTION 5.10. Assignment and Amendment. ..........................................................................14 SECTION 5.11. Continuing Disclosure.......................................................................................14 SECTION 5.12. Rate Stabilization Fund. ....................................................................................15

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ARTICLE VI

EVENTS OF DEFAULT
SECTION 6.1. Events of Default Defined...................................................................................15 SECTION 6.2. Remedies on Default ..........................................................................................16 SECTION 6.3. No Remedy Exclusive ........................................................................................16 SECTION 6.4. Agreement to Pay Attorneys’ Fees and Expenses .............................................17 SECTION 6.5. No Additional Waiver Implied by One Waiver.....................................................17 SECTION 6.6. Trustee and Bond Owners to Exercise Rights....................................................17

ARTICLE VII

PREPAYMENT OF INSTALLMENT PAYMENTS
SECTION 7.1. Security Deposit .................................................................................................17 SECTION 7.2. Optional Prepayment Relating to the 2024 Bonds. ............................................18 SECTION 7.3. Mandatory Prepayment From Proceeds of Insurance, Sale or Condemnation................................................................................................18 SECTION 7.4. Credit for Amounts on Deposit ...........................................................................18

ARTICLE VIII

MISCELLANEOUS
SECTION 8.1. Further Assurances ............................................................................................19 SECTION 8.2. Notices................................................................................................................19 SECTION 8.3. Governing Law ...................................................................................................19 SECTION 8.4. Binding Effect .....................................................................................................19 SECTION 8.5. Severability of Invalid Provisions ........................................................................19 SECTION 8.6. Article and Section Headings and References ...................................................19 SECTION 8.7. Payment on Non-Business Days........................................................................20 SECTION 8.8. Execution of Counterparts ..................................................................................20 SECTION 8.9. Waiver of Personal Liability ................................................................................20 SECTION 8.10. Trustee as Third Party Beneficiary ...................................................................20 APPENDIX A Schedule of Installment Payments
APPENDIX B Description of Project

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INSTALLMENT SALE AGREEMENT
This INSTALLMENT SALE AGREEMENT (this “Agreement”), dated as of June 1, 2024, is between the PLEASANTON JOINT POWERS FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “Authority”), as seller, and the CITY OF PLEASANTON, a municipal corporation duly organized and existing under the laws of the State of California (the “City”), as purchaser.

B A C K G R O U N D :

1. The City presently owns, operates and/or contracts for facilities and property for the supply, treatment and distribution of water within the service area of the City (as further defined herein, the “Water System”), and the City wishes to raise funds to finance additional obligations of the Water System as described in Appendix B hereto (the “Project”).

2. The Authority has been organized for the purpose of assisting the City in its public purposes, and to that end the Authority is authorized to assist the City in financing the costs of acquisition, construction and installation of the Project.

3. In order to provide funds to finance the acquisition, construction and installation of the Project, the Authority has proposed to sell the Project to the City on an installment basis, and the City has proposed to purchase the Project from the Authority as provided in this Agreement.

4. The Authority will provide the necessary funds for the acquisition, construction and installation of the Project by issuing its Pleasanton Joint Powers Financing Authority 2024 Water Revenue Bonds (the “2024 Bonds”), in the aggregate principal amount of $___________ under an Indenture of Trust dated as of June 1, 2024, by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”), and under the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”).

5. The debt service on the 2024 Bonds will be payable from Installment Payments made by the City to the Authority under this Agreement.

6. Repayment of the Installment Payments by the City shall be secured by a pledge of the Net Revenues of the Water System, on a parity with the pledge in favor of the holders of Parity Debt (as defined herein).

7. The Authority and the City have both duly authorized the execution and delivery of this Agreement.

A G R E E M E N T :

In consideration of the foregoing and the material covenants hereinafter contained, the City and the Authority formally covenant, agree and bind themselves as follows:

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ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION
SECTION 1.1. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Agreement have the respective meanings given them in Article I of the Indenture.

SECTION 1.2. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and do not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof.

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES
SECTION 2.1. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants to the Authority and the Trustee as follows:
(a) Due Organization and Existence. The City is a municipal corporation duly organized and validly existing under the laws of the State of California, has full legal right, power and authority under said laws to enter into this Agreement and to carry out and consummate all transactions contemplated hereby and thereby, and by proper action the City Council has duly authorized the execution and delivery of this Agreement.
(b) Due Execution. The officers of the City executing this Agreement are fully authorized to execute the same.
(c) Valid, Binding and Enforceable Obligations. This Agreement has been duly authorized, executed and delivered by the City and constitutes the legal, valid and binding agreement of the City enforceable against the City in accordance with its terms; except as the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and except as such enforceability may be subject to the exercise of judicial discretion in accordance with principles of equity.

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(d) No Conflicts. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially adversely affect the consummation of the transactions contemplated by this Agreement or the financial condition, assets, properties or operations of the City, including but not limited to the performance of the City’s obligations under this Agreement.
(e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Indenture, or the consummation of any transaction herein contemplated, except as have been obtained or made and as are in full force and effect.
(f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Indenture, or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially adversely affect the consummation of the transactions contemplated by this Indenture, or the financial conditions, assets, properties or operations of the City, including but not limited to the payment and performance of the City’s obligations under this Indenture. (g) Encumbrances. There are no easements, encumbrances or interests with respect to the Water System or the Project that prohibit or materially impair the execution, delivery and performance of this Installment Sale Agreement or the acquisition or use of the Project or the use of the Water System.

SECTION 2.2. Representations, Covenants and Warranties of Authority. The Authority represents, covenants and warrants to the City and the Trustee as follows:
(a) Due Organization and Existence. The Authority is a joint exercise of powers authority organized and existing under the laws of the State of California, and has power to enter into this Agreement and the Indenture and to

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perform the duties and obligations imposed on it hereunder and thereunder. The Board of the Authority has duly authorized the execution and delivery of this Agreement and the Indenture.
(b) Due Execution. The representatives of the Authority executing this Agreement and the Indenture are fully authorized to execute the same. (c) Valid, Binding and Enforceable Obligations. This Agreement and the Indenture have been duly authorized, executed and delivered by the Authority and constitute the legal, valid and binding agreements of the Authority, enforceable against the Authority in accordance with their respective terms; except as the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and except as such enforceability may be subject to the exercise of judicial discretion in accordance with principles of equity. (d) No Conflicts. The execution and delivery hereof and of the Indenture, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the Authority is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially adversely affect the consummation of the transactions contemplated hereby and by the Indenture or the financial condition, assets, properties or operations of the Authority, including but not limited to the performance of the Authority’s obligations under this Agreement and the Indenture.
(e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the Authority, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery hereof or of the Indenture, or the consummation of any transaction herein or therein contemplated, except as have been obtained or made and as are in full force and effect.
(f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the Authority after reasonable investigation, threatened against or affecting the Authority or the assets, properties or operations of the Authority which, if determined adversely to the Authority or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Agreement or the Indenture, or upon the financial condition, assets, properties or operations of the Authority, and the Authority is not in default with respect to any

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order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially adversely affect the consummation of the transactions contemplated by this Agreement or the Indenture or the financial conditions, assets, properties or operations of the Authority, including but not limited to the performance of the Authority’s obligations hereunder and under the Indenture.
(g) Encumbrances. To the best knowledge of the Authority, there are no easements, encumbrances or interests with respect to the Water System or the Project that prohibit or materially impair the execution, delivery and performance of this Installment Sale Agreement or the acquisition or use of the Project or the use of the Water System.

ARTICLE III
ISSUANCE OF 2024 BONDS;

CONSTRUCTION OF PROJECT
SECTION 3.1. The 2024 Bonds. The Authority shall cause the 2024 Bonds to be issued under the Indenture in the aggregate principal amount of $___________. The Trustee shall deposit the proceeds of sale of the 2024 Bonds received by it on the Closing Date in accordance with the Indenture. The City hereby approves the Indenture, the assignment thereunder to the Trustee of certain rights of the Authority, and the issuance of the 2024 Bonds.

SECTION 3.2. Deposit and Application of Funds. The proceeds received by the Trustee from the sale of the Bonds to the Original Purchaser shall be deposited in the respective funds and accounts, and in the respective amounts, as set forth in Section 3.02 of the Indenture.

SECTION 3.3. Acquisition and Construction of the Project. The Authority hereby agrees with due diligence to supervise and provide for, or cause to be supervised and provided for, the acquisition, construction and installation of the Project in accordance with the plans and specifications, purchase orders, construction contracts and other documents relating thereto and approved by the City under all applicable requirements of law. All contracts for, and all work relating to, the acquisition, construction and installation of the Project are subject to all applicable provisions of law relating to the acquisition and construction of public works by the City. The Authority expects that the Project will be completed within 3 years. The failure of the Authority to complete the Project by that date does not constitute an Event of Default hereunder or grounds for termination hereof, nor does any such failure result in the diminution, abatement or extinguishment of the obligations of the City hereunder to pay the Installment Payments when due hereunder.

SECTION 3.4. Appointment of City as Agent. The Authority hereby appoints the City as its agent to carry out all phases of the acquisition, construction and installation of the Project under and in accordance with the provisions hereof. The City hereby accepts such appointment and assumes all rights, liabilities, duties and responsibilities of the Authority regarding the acquisition, construction and installation of the Project. As agent of the Authority hereunder, the City shall enter into, administer and enforce all purchase orders or other contracts relating to the

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Project. Payment of Project Costs shall be made by the City from amounts held by the Trustee in the Project Fund in accordance with the provisions of this Agreement and the provisions of the Indenture.

SECTION 3.5. Plans and Specifications. The City has the right to specify the exact scope, nature and identification of the Project and the respective components thereof. Before any payment is made for the Project or any component thereof from amounts on deposit in the Project Fund, the City must prepare detailed plans and specifications relating thereto. The City may from time to time amend any such plans and specifications, and thereby change or modify the description of the Project or any component thereof.

SECTION 3.6. Certificate of Completion. Upon the completion of the Project, but in any event not later than 30 days following such completion, an Authorized Representative of the City shall execute and deliver to the Authority and the Trustee a Written Certificate of the City which (a) states that the construction of the Project has been substantially completed, (b) identifies the total Project Costs thereof, and (c) identifies the amounts, if any, to be reserved in the Project Fund for payment of future Project Costs.

ARTICLE IV
SALE OF PROJECTS;

INSTALLMENT PAYMENTS
SECTION 4.1. Sale of Project. The Authority hereby sells, bargains and conveys the Project to the City, and the City hereby purchases the Project from the Authority, upon the terms and conditions set forth in this Agreement.

SECTION 4.2. Term. The Term of this Agreement commences on the Closing Date, and ends on April 1, 20___, or such later or earlier date on which the Bonds cease to be Outstanding under and within the meaning of the Indenture.

SECTION 4.3. Title. Title to the Project, and each component thereof, shall be deemed conveyed by the Authority to and vested in the City upon the completion of the acquisition, construction and installation thereof. The Authority and the City will execute, deliver and cause to be recorded any and all documents reasonably required by the City to consummate the transfer of title to the Water System and the Project.

SECTION 4.4. Installment Payments.
(a) Obligation to Pay. The City hereby agrees to pay to the Authority, as the purchase price of the Project hereunder, the aggregate principal amount of $___________ together with interest (calculated on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance thereof, payable in semiannual installment payments in the respective amounts and on the respective Installment Payment Dates specified in Appendix A hereto.

The City shall deposit the Installment Payment coming due and payable on any Interest Payment Date with the Trustee, as assignee of the Authority under the Indenture, on the related Installment Payment Date (as set forth in Exhibit A hereto) in an amount which, together with

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amounts then held by the Trustee in the Bond Fund, is equal to the full amount of such Installment Payment. The Installment Payments are secured by and payable solely from the sources specified in Section 4.5.
(b) Effect of Prepayment. If the City prepays all remaining Installment Payments in full under Section 7.2 or Section 7.3, or under the relevant provisions of any Supplemental Agreement, the City’s obligations under this Agreement shall thereupon cease and terminate, including but not limited to the City’s obligation to pay Installment Payments therefor under this Section 4.4; provided, however, that the City’s obligations to compensate and indemnify the Trustee under Sections 4.7 and 5.2 will survive such prepayment. If the City prepays the Installment Payments in part but not in whole under Section 7.2 or Section 7.3, or under the relevant provisions of any Supplemental Agreement, the principal component of each succeeding Installment Payment will be reduced as provided in such Sections or in such Supplemental Agreement, and the interest component of each remaining Installment Payment will be reduced by the aggregate corresponding amount of interest which would otherwise be payable with respect to the Bonds thereby redeemed under the applicable provisions of the Indenture.
(c) Rate on Overdue Payments. If the City fails to make any of the payments required in this Section 4.4 and Section 4.8, the payment in default will continue as an obligation of the City until fully paid, and the City agrees to pay the same with interest thereon, from the date of default to the date of payment, at the Overdue Rate. (d) Assignment. The City understands and agrees that certain rights of the Authority, including but not limited to the right of the Authority to receive payment of the Installment Payments, have been assigned by the Authority to the Trustee in trust under the Indenture, for the benefit of the Owners of the Bonds, and the City hereby consents to such assignment. The Authority hereby directs the City, and the City hereby agrees, to pay to the Trustee at its Principal Corporate Trust Office, all payments payable by the City under this Section 4.4 and all amounts payable by the City under Article VII.

SECTION 4.5. Pledge and Application of Net Revenues.
(a) Pledge of Net Revenues. All of the Net Revenues and all moneys on deposit in the Water Fund and the funds and accounts established and held by the Trustee under the Indenture (other than the Project Fund and Cost of Issuance Fund) are hereby irrevocably pledged, charged and assigned to the punctual payment of the Installment Payments. Such pledge, charge and assignment constitute a lien on the Net Revenues and such other moneys for the payment of the Installment Payments in accordance with the terms hereof, on a parity with the pledge and lien which secures any Parity Debt. (b) Deposit of Net Revenues Into Water Fund; Transfers to Make Payments. The City will establish and hold in trust the Water Fund, for the purposes and uses set forth herein.

The City shall deposit all of the Gross Revenues in the Water Fund immediately upon receipt.

The City shall apply amounts in the Water Fund as set forth in this Agreement and any Parity Debt Instruments. Amounts on deposit in the Water Fund shall be applied by the City to pay when due the following amounts in the following order of priority:
(i) all Operations and Maintenance Costs (including amounts reasonably required to be set aside in contingency reserves for Operations and

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Maintenance Costs) as such Operations and Maintenance Costs become due and payable;
(ii) to the Trustee (or other recipient set forth in a Parity Debt Instrument) the amount needed to pay the Installment Payments and principal of, and interest on, any Parity Debt;
(iii) to the Trustee (or other recipient set forth in a Parity Debt Instrument) the amount of any deficiency in any reserve fund established for any Bonds or Parity Debt, the notice of which deficiency has been given to the City in accordance with the Indenture and the related Parity Debt Instruments, on a pro rata basis; and
(iv) as long as all of the foregoing payments, allocations and transfers are made at the times and in the manner set forth above, any moneys remaining in the Water Fund may at any time be treated as surplus and applied for any lawful purpose.
(c) No Preference or Priority. Payment of the Installment Payments and the principal of and interest on any Parity Debt shall be made without preference or priority among the Installment Payments and such Parity Debt. If the amount of Net Revenues on deposit in the Water Fund is at any time insufficient to enable the City to pay when due the Installment Payments and the principal of and interest on any Parity Debt, such payments shall be made on a pro rata basis.

SECTION 4.6. Special Obligation of the City; Obligations Absolute. The City’s obligation to pay the Installment Payments and any other amounts coming due and payable hereunder is a special obligation of the City limited solely to the Net Revenues. Under no circumstances is the City required to advance moneys derived from any source of income other than the Net Revenues and other sources specifically identified herein for the payment of the Installment Payments and such other amounts. No other funds or property of the City are liable for the payment of the Installment Payments and any other amounts coming due and payable hereunder.

The obligations of the City to pay the Installment Payments from the Net Revenues and to perform and observe the other agreements contained herein are absolute and unconditional and are not subject to any defense or any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Trustee of any obligation to the City or otherwise with respect to the Water System, whether hereunder or otherwise, or out of indebtedness or liability at any time owing to the City by the Authority or the Trustee. Until all of the Installment Payments, all of the Additional Payments and all other amounts coming due and payable hereunder are fully paid or prepaid, the City (a) will not suspend or discontinue payment of any Installment Payments, Additional Payments or such other amounts, (b) will perform and observe all other agreements contained in this Agreement, and (c) will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Water System, failure to complete the acquisition and construction of the Project by the estimated completion date thereof, sale of the Water System, the taking by eminent domain of title to or temporary use of any component of the Water System, commercial frustration of purpose, any change in the tax law or other laws of the United States of America or the State of California or any political subdivision of either thereof, or any

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failure of the Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Indenture or this Agreement.

The foregoing provisions of this Section 4.6 do not release the Authority from the performance of any of the agreements on its part contained herein or in the Indenture, and if the Authority fails to perform any such agreements, the City may institute such action against the Authority as the City deems necessary to compel performance, so long as such action does not abrogate the obligations of the City contained in the preceding paragraph. The City may, however, at its cost and expense and in its name or in the name of the Authority, prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect the City’s rights hereunder, and in such event the Authority shall cooperate fully with the City and shall take such action necessary to effect the substitution of the City for the Authority in such action or proceeding as the City may request.

SECTION 4.7. Additional Payments. In addition to the Installment Payments, the City shall pay when due the following amounts to the following parties:
(a) to the Authority, all costs and expenses incurred by the Authority to comply with the provisions of this Agreement and the Indenture; (b) to the Trustee upon request therefor, all of its fees, costs and expenses payable as a result of the performance of and compliance with its duties hereunder or under the Indenture or any related documents; (c) to the Authority and the Trustee, all amounts required to indemnify the Authority and the Trustee under Section 5.2 hereof and Section 8.07 of the Indenture; and
(d) all costs and expenses of auditors, engineers and accountants for professional services relating to the Water System or the Bonds.

The Additional Payments shall be payable from, but shall not be secured by a pledge or lien upon, the Net Revenues. The rights of the Trustee and the Authority under this Section 4.7, and the obligations of the City under this Section 4.7, shall survive the termination of this Agreement.

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ARTICLE V

COVENANTS OF THE CITY
SECTION 5.1. Disclaimer of Warranties; Maintenance, Utilities and Taxes. (a) The Trustee makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the City of the Project or any component thereof, or any other representation or warranty with respect to any of the Project or any component thereof. In no event is the Authority liable for incidental, indirect, special or consequential damages, in connection with or arising out of this Agreement or the Indenture for the existence, furnishing, functioning or use of the Project.
(b) Throughout the Term of this Agreement, all improvement, repair and maintenance of the Water System shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of all utility services supplied to the Water System, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, Water and all other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Water System resulting from ordinary wear and tear.

The City shall also pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the Authority or the City affecting the Water System or the respective interests or estates therein; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the Term of this Agreement as and when the same become due.

SECTION 5.2. Release and Indemnification Covenants. The City agrees to indemnify the Authority and the Trustee and their respective officers, agents, successors and assigns, against all claims, losses and damages, including legal fees and expenses, arising out of (a) the use, maintenance, condition or management of, or from any work or thing done on or about the Water System by the City, (b) any breach or default on the part of the City in the performance of any of its obligations under this Agreement or the Indenture, (c) any act or omission of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Water System, and (d) any act or omission of any lessee of the City with respect to the Water System. No indemnification is made under this Section 5.2 or elsewhere in this Agreement for willful misconduct or negligence under this Agreement by the Authority, or the Trustee, or their respective officers, agents, employees, successors or assigns. The provisions of this Section 5.2 shall survive the expiration of the Term of this Agreement.

SECTION 5.3. Sale or Eminent Domain of Water System.
(a) The City will not sell, lease or otherwise dispose of the Water System or any part thereof essential to the proper operation of the Water System or to the maintenance of the Net Revenues except as herein expressly permitted. The City will not enter into any lease or agreement which impairs the operation of the Water System or any part thereof necessary to secure adequate Net Revenues for the payment of the interest on and principal or redemption price, if any, on the Bonds, or which would otherwise impair the rights of the holders of the Bonds with respect to the Net Revenues or the operation of the Water System. Any real or personal property which has become non-operative or which is not needed for the efficient and

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proper operation of the Water System, or any material or equipment which has worn out, may be sold at not less than the market value thereof without the consent of the holders of the Bonds if such sale will not reduce Net Revenues and if all of the Net Proceeds of such sale are deposited in the Water Fund.
(b) If all or any part of the Water System shall be taken by eminent domain proceedings, the Net Proceeds realized by the City therefrom shall be applied by the City (a) to the cost of acquiring or constructing or financing Improvements to the Water System, or (b) to redeem Bonds or any Parity Debt in accordance with the Indenture or the applicable Parity Debt Instruments.

SECTION 5.4. Insurance. The City covenants that it shall at all times maintain such insurance (which may be in the form of self-insurance pooling) on the Water System as is customarily maintained with respect to works and properties of like character against accident to, loss of or damage to such works or properties.

Any such insurance shall be in the form of policies or contracts for insurance with insurers of good standing and shall be payable to the City, or may be in the form of self- insurance by the City. The City shall establish such fund or funds or reserves as it determines, in its sole judgment, are necessary to provide for its share of any such self-insurance.

All amounts collected from insurance against accident to or destruction of any portion of the Water System shall be used to repair or rebuild such damaged or destroyed portion of the Water System, and to the extent not so applied, shall be applied to redeem Bonds or any Parity Debt in accordance with the Indenture or the applicable Parity Debt Instruments.

SECTION 5.5. Records and Accounts. The City covenants that it shall keep proper books of record and accounts of the Water System, separate from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the Water System. Said books shall, upon reasonable request, be subject to the inspection of the Owners of not less than 10% of the Outstanding Bonds or their representatives authorized in writing.

The City covenants that it will cause the books and accounts of the Water System to be audited annually by an Independent Certified Public Accountant and will make available for inspection by the Bond Owners, upon reasonable request, a copy of the report of such Independent Certified Public Accountant.

The City covenants that it will cause to be prepared annually, not more than 180 days after the close of each Fiscal Year, as a part of its regular annual financial report, a summary statement showing the amount of Gross Revenues and the amount of all other funds collected which are required to be pledged or otherwise made available as security for payment of principal of and interest on the Bonds, the disbursements from the Gross Revenues and other funds in reasonable detail. The City shall furnish a copy of the statement to the Trustee, and upon written request, to any Bond Owner.

SECTION 5.6. Rates and Charges.
(a) The City shall fix, prescribe, revise and collect rates and charges for the Water System during each Fiscal Year which are at least sufficient, after making allowances for

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contingencies and error in the estimates, to produce Gross Revenues which will be sufficient to pay the following amounts:
(i) all Operations and Maintenance Costs of the Water System estimated by the City to become due and payable in such Fiscal Year; (ii) the Installment Payments and debt service on any Parity Debt; (iii) all other payments required for compliance with this Agreement, the Indenture and the Parity Debt Instruments; and
(iv) all payments required to meet any other obligations of the City that are charges, liens, encumbrances upon or payable from the Gross Revenues of the Water System or the Net Revenues of the Water System.
(b) In addition, the City shall fix, prescribe, revise and collect charges for the Water System during each Fiscal Year which are sufficient to yield Net Revenues at least equal to 120% of the amounts payable under the preceding clause (a)(ii) in such Fiscal Year. For purposes of this paragraph, the amount of Net Revenues for a Fiscal Year will be computed on the basis that any transfers into the Water Fund in such Fiscal Year from the Rate Stabilization Fund are included in the calculation of Net Revenues (except to the extent of amounts transferred into the Rate Stabilization Fund from Gross Revenues received by the City in such Fiscal Year, so as to avoid double-counting), as provided in this Agreement.

SECTION 5.7. Superior and Subordinate Obligations. The City may not issue or incur any additional bonds or other obligations during the Term of this Agreement having any priority in payment of principal or interest out of the Net Revenues over the Installment Payments. Nothing herein is intended or shall be construed to limit or affect the ability of the City to issue, enter into or incur (a) Parity Debt under Section 5.8, or (b) obligations which are either unsecured or which are secured by an interest in the Net Revenues which is junior and subordinate to the pledge of and lien upon the Net Revenues established hereunder.

SECTION 5.8. Issuance of Parity Debt. In addition to the Installment Payments, the City may, by a Parity Debt Instrument, issue or incur other loans, advances or indebtedness payable from Net Revenues to be derived from the Water System, to provide financing for the Water System, in such principal amount as shall be determined by the City. The City may issue or incur any such Parity Debt subject to the following specific conditions that are hereby made conditions precedent to the issuance and delivery of such Parity Debt:
(a) The City shall be in compliance with all covenants set forth in this Agreement and in the Indenture.
(b) The Net Revenues of the Water System, calculated on generally accepted accounting principles, as shown by the books of the City for the latest Fiscal Year or any more recent 12-month period selected by the City ending not more than 60 days prior to the adoption of the Parity Debt Instrument pursuant to which such Parity Debt are issued, as shown by the books of the City, plus, at the option of the City, any or all of the items hereinafter in this paragraph designated (i) and (ii), shall at least equal 120% of Maximum Annual Debt Service, with Maximum Annual Debt Service calculated on all bonds and other obligations to be outstanding immediately subsequent to the issuance of such Parity Debt which have a lien on Net Revenues of the Water System.

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The items any or all of which may be added to such Net Revenues for the purpose of issuing or incurring Parity Debt hereunder are the following:
(i) An allowance for Net Revenues from any additions to or improvements or extensions of the Water System to be made with the proceeds of such Parity Debt, and also for Net Revenues from any such additions, improvements or extensions which have been made from moneys from any source but in any case which, during all or any part of such Fiscal Year or such 12-month period, were not in service, all in an amount equal to 90% of the estimated additional average annual Net Revenues to be derived from such additions, improvements and extensions for the first 36-month period in which each addition, improvement or extension is respectively to be in operation, all as shown in the written report of an Independent Consultant engaged by the City; and
(ii) An allowance for revenues projected to arise from any increase in the water rates and charges which has been approved by the City Council prior to the incurring of such additional indebtedness but which, during all or any part of such Fiscal Year or such 12-month period, was not in effect, in an amount equal to the amount by which the Net Revenues would have been increased if such increase in water rates and charges had been in effect during the whole of such Fiscal Year or such 12-month period, all as shown in the written report of an Independent Consultant engaged by the City. For the avoidance of doubt, a charge shall be considered to have been approved by the City Council and may be considered in the calculation of the allowance described in the previous sentence if the water rate and charge is part of a rate increase that has been approved by the City Council, even if the specific water rate and charge will not take effect until a subsequent Fiscal Year.
(c) The Parity Debt Instrument providing for the issuance of such Parity Debt under this Section 5.8 shall:
(i) Provide that the proceeds of such Parity Debt shall be applied to the acquisition, construction, improvement, financing or refinancing of additional facilities, improvements or extensions of existing facilities within the Water System, or otherwise for facilities, improvements or property which the City determines are of benefit to the Water System, or for the purpose of refunding any Parity Debt in whole or in part, including all costs (including costs of issuing such Parity Debt and including capitalized interest on such Parity Debt during any period which the City deems necessary or advisable) relating thereto; (ii) specify the date on which interest on such Parity Debt will be payable; and
(iii) specify the date on which principal on such Parity Debt will be payable.
(d) Notwithstanding the foregoing, Parity Debt proposed to be issued for the purpose of refunding any Parity Debt may be issued without compliance with subsection (b) and (c)(i), so long as such refunding results in the same or lower Debt Service in each Fiscal Year after such refunding.

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SECTION 5.9. Maintenance and Operation of Water System in Efficient and Economical Manner. The City covenants and agrees to maintain and operate the Water System in an efficient and economical manner and to operate, maintain and preserve the Water System in good repair and working order.

SECTION 5.10. Assignment and Amendment. The Authority and the City may at any time amend or modify any of the provisions of this Agreement, but only: (a) with the prior written consents of the Owners of a majority in aggregate principal amount of the Outstanding Bonds; or (b) without the consent of the Trustee or any of the Bond Owners, but only if such amendment or modification is for any one or more of the following purposes:
(i) to add to the covenants and agreements of the City contained in this Agreement, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power herein reserved to or conferred upon the City;
(ii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, to conform to the original intention of the City and the Authority; (iii) to modify, amend or supplement this Agreement in such manner as to assure that the interest on the Bonds remains excluded from gross income under the Tax Code (provided that this provision shall not apply to bonds the interest on which is intended to be included in gross income for purposes of federal income taxation);
(iv) in any other respect whatsoever as the Authority and the City deem necessary or desirable, if in the opinion of Bond Counsel such modifications or amendments do not materially adversely affect the interests of the Owners of the Bonds; and
(v) to provide for the issuance of Parity Debt pursuant to Section 5.8 hereof, including the addition of any provisions required with respect to Parity Debt relating to Variable Rate Bonds, and to Swap Agreements.

No such modification or amendment may extend or have the effect of extending any Installment Payment Date or reducing any Installment Payment or any premium payable upon the prepayment thereof, without the express consent of the Owners of the affected Bonds, or modify any of the rights or obligations of the Trustee without its written assent thereto.

SECTION 5.11. Continuing Disclosure. The City hereby covenants and agrees to comply with and carry out all of the provisions of each Continuing Disclosure Certificate, as originally executed as of the date of issuance and delivery of the Bonds, and as it may be amended from time to time in accordance with its terms. Notwithstanding any other provision of this Agreement, failure by the City to comply with the Continuing Disclosure Certificate shall not constitute a default hereunder or under the Indenture of Trust; provided, however, that any Participating Underwriter or any Owner or beneficial owner of the Bonds may take such action as may be necessary and appropriate to compel performance by the City of its obligations under this Section, including seeking mandamus or specific performance by court order. All

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capitalized terms used but not defined in this Section shall have the meanings given in the Continuing Disclosure Certificate.

SECTION 5.12. Rate Stabilization Fund. The City has the right at any time to establish a rate stabilization fund (the “Rate Stabilization Fund”) to be held by it and administered in accordance with this Section, for the purpose of stabilizing the rates and charges imposed by the City with respect to the Water System. From time to time the City may deposit amounts in the Rate Stabilization Fund, from any source of legally available funds, including but not limited to Net Revenues that are released from the pledge and lien which secures the Installment Payments and any Parity Debt, as the City may determine.

The City may, but is not required to, withdraw from any amounts on deposit in a Rate Stabilization Fund and deposit such amounts in the Water Fund in any Fiscal Year. Amounts so transferred from a Rate Stabilization Fund to the Water Fund shall constitute Gross Revenues for such Fiscal Year (except to the extent of amounts transferred into the Rate Stabilization Fund from Gross Revenues received by the City in such Fiscal Year, so as to avoid double- counting), and shall be applied for the purposes of the Water Fund. Amounts on deposit in a Rate Stabilization Fund shall not be pledged to or otherwise secure the Installment Payments or any Parity Debt. The City has the right at any time to withdraw any or all amounts on deposit in a Rate Stabilization Fund and apply such amounts for any lawful purposes of the City.

ARTICLE VI

EVENTS OF DEFAULT
SECTION 6.1. Events of Default Defined. The following events constitute Events of Default hereunder:
(a) Failure by the City to pay any Installment Payment when due and payable hereunder.
(b) Failure by the City to pay any Additional Payment when due and payable hereunder, and the continuation of such failure for a period of 30 days. (c) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in the preceding clauses (a) or (b), for a period of 60 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority or the Trustee; provided, however, that if the City notifies the Authority and the Trustee that in its reasonable opinion 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 hereunder if the City commences to cure such failure within such 60 day period and thereafter diligently and in good faith cures the failure in a reasonable period of time. (d) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the

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City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar acts which may hereafter be enacted. (e) The occurrence of any event defined to be an event of default under any Parity Debt Instruments.

SECTION 6.2. Remedies on Default. If an Event of Default occurs and is continuing, the Trustee as assignee of the Authority has the right, at its option and without any further demand or notice, to take any one or more of the following actions:
(a) Declare all principal components of the unpaid Installment Payments, together with accrued interest thereon at the Overdue Rate from the immediately preceding Interest Payment Date on which payment was made, to be immediately due and payable, whereupon the same shall immediately become due and payable.

Notwithstanding the foregoing provisions of this subsection (a), the Trustee shall rescind and annul such declaration and its consequences if, before any judgment or decree for the payment of the moneys due has been obtained or entered, (i) the City deposits with the Trustee a sum sufficient to pay all principal components of the Installment Payments coming due prior to such declaration and all matured interest components (if any) of the Installment Payments, with interest on such overdue principal and interest components calculated at the Overdue Rate, and (ii) the City pays the reasonable expenses of the Trustee (including any fees and expenses of its attorneys), and (iii) any and all other defaults known to the Trustee (other than in the payment of the principal and interest components of the Installment Payments due and payable solely by reason of such declaration) have been made good. No such rescission and annulment will extend to or shall affect any subsequent default, or impair or exhaust any right or power consequent thereon.
(b) Take whatever action at law or in equity may appear necessary or desirable to collect the Installment Payments then due or thereafter to become due during the Term of this Agreement, or enforce performance and observance of any obligation, agreement or covenant of the City under this Agreement. (c) As a matter of right, in connection with the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and the Bond Owners hereunder, cause the appointment of a receiver or receivers of the Gross Revenues and other amounts pledged hereunder, with such powers as the court making such appointment may confer.

SECTION 6.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive. Every such remedy is cumulative and in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity.

No delay or omission to exercise any right or power accruing upon any default impairs any such right or power or operates as a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article VI, it is not necessary to give any notice, other than such notice as may be required in this Article VI or by law.

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SECTION 6.4. Agreement to Pay Attorneys’ Fees and Expenses. If either party to this Agreement defaults under any of the provisions hereof and the nondefaulting party, the Trustee or the Owner of any Bonds employs attorneys or incurs other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the nondefaulting party, the Trustee or such Owner, as the case may be, the reasonable fees of such attorneys and such other expenses so incurred. The provisions of this Section 6.4 survive the expiration of the Term of this Agreement.

SECTION 6.5. No Additional Waiver Implied by One Waiver. If any agreement contained in this Agreement is breached by either party and thereafter waived by the other party, such waiver is limited to the particular breach so waived and does not waive any other breach hereunder.

SECTION 6.6. Trustee and Bond Owners to Exercise Rights. Such rights and remedies as are given to the Authority under this Article VI have been assigned by the Authority to the Trustee under the Indenture, to which assignment the City hereby consents. Such rights and remedies shall be exercised by the Trustee and the Owners of the Bonds as provided in the Indenture.

ARTICLE VII

PREPAYMENT OF INSTALLMENT PAYMENTS
SECTION 7.1. Security Deposit. Notwithstanding any other provision hereof, the City may on any date secure the payment of Installment Payments, in whole or in part, by irrevocably depositing with the Trustee an amount of cash which, together with other available amounts, is either:
(a) sufficient to pay all such Installment Payments, including the principal and interest components thereof, when due under Section 4.4(a), or (b) invested in whole or in part in non-callable Defeasance Obligations in such amount as will, in the opinion of an Independent Certified Public Accountant (which opinion is addressed and delivered to the Trustee), together with interest to accrue thereon and together with any cash which is so deposited, be fully sufficient to pay all such Installment Payments when due under Section 4.4(a) or when due on any optional prepayment date under Section 7.2, as the City instructs at the time of said deposit.

If the City makes a security deposit under this Section for the payment of all remaining Installment Payments, all obligations of the City hereunder, and the pledge of Net Revenues and all other security provided by this Agreement for said obligations, will thereupon cease and terminate, excepting only the obligation of the City to make, or cause to be made, all Installment Payments from the security deposit. The security deposit will be deemed to be and will constitute a special fund for the payment of the Installment Payments in accordance with the provisions hereof.

SECTION 7.2. Optional Prepayment Relating to the 2024 Bonds. The City may exercise its option to prepay the principal components of the Installment Payments relating to

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the 2024 Bonds in whole or in part on any date on or after April 1, 20___. The City may exercise such option by payment of a prepayment price equal to the sum of (a) the aggregate principal components of the Installment Payments relating to the 2024 Bonds to be prepaid, (b) the interest component of the Installment Payment relating to the 2024 Bonds required to be paid on or accrued to such date, and (c) the premium (if any) then required to be paid upon the corresponding redemption of the 2024 Bonds under Section 4.01(a) of the Indenture. The Trustee shall deposit the prepayment price in the Redemption Fund to be applied to the redemption of 2024 Bonds under Section 4.01(a) of the Indenture. If the City prepays the Installment Payments in part but not in whole, the principal components will be prepaid among such maturities and in such integral multiples of $5,000 as the City designates in written notice to the Trustee.

SECTION 7.3. Mandatory Prepayment From Proceeds of Insurance, Sale or Condemnation. The City shall prepay the Installment Payments on any date, in whole, or in part among maturities on a pro rata basis in any integral multiple of $5,000, from and to the extent of any proceeds of insurance, sale or condemnation awards with respect to the Water System theretofore paid to the Trustee for such purpose under Sections 5.3 or 5.4. The City and the Authority hereby agree that such proceeds, to the extent remaining after payment of any delinquent Installment Payments, will be deposited in the Redemption Fund and credited towards the City’s obligations under this Section 7.3.

SECTION 7.4. Credit for Amounts on Deposit. If the City prepays the Installment Payments in full under this Article VII, such that the Indenture is discharged by its terms as a result of the prepayment, and upon payment in full of all Additional Payments and other amounts then due and payable hereunder, all available amounts then on deposit in the funds and accounts established under the Indenture shall be credited towards the amounts then required to be so prepaid.

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ARTICLE VIII

MISCELLANEOUS
SECTION 8.1. Further Assurances. The City agrees that it will execute and deliver any and all such further agreements, instruments, financing statements or other assurances as may be reasonably necessary or requested by the Authority or the Trustee to carry out the intention or to facilitate the performance of this Agreement, including, without limitation, to perfect and continue the security interests herein intended to be created.

SECTION 8.2. Notices. Any notice, request, complaint, demand or other communication under this Agreement must be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by telecopier or other form of telecommunication, at its number set forth below. Notice is effective either (a) upon transmission by fax or other form of telecommunication, (b) upon actual receipt after deposit in the United States of America mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Authority, the City and the Trustee may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

If to the City City of Pleasanton
or the Authority: 123 Main Street
Pleasanton, CA 94566
Attention: Director of Finance
If to the Trustee: U.S. Bank Trust Company, National Association One California Street, Suite 1000
San Francisco, CA 94111
Attention: Global Corporate Trust
SECTION 8.3. Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of California.

SECTION 8.4. Binding Effect. This Agreement inures to the benefit of and is binding upon the Authority and the City and their respective successors and assigns, subject, however, to the limitations contained herein.

SECTION 8.5. Severability of Invalid Provisions. If any one or more of the provisions contained in this Agreement are for any reason held to be invalid, illegal or unenforceable in any respect, then such provision or provisions will be deemed severable from the remaining provisions contained in this Agreement and such invalidity, illegality or unenforceability will not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority and the City each hereby declares that it would have entered into this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Agreement may be held illegal, invalid or unenforceable.

SECTION 8.6. Article and Section Headings and References. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, are solely for convenience of reference and do not affect the meaning, construction or

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effect of this Agreement. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof; and words of the masculine gender mean and include words of the feminine and neuter genders.

SECTION 8.7. Payment on Non-Business Days. Whenever any payment is required to be made hereunder on a day that is not a Business Day, such payment shall be made on the immediately preceding Business Day.

SECTION 8.8. Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which will for all purposes be deemed to be an original and all of which together constitute but one and the same instrument. Digital signatures or other electronic indication of execution of this Indenture shall be treated the same and have the same legally binding and enforceable effect as original manual signatures.

SECTION 8.9. Waiver of Personal Liability. No member of the City Council, officer, agent or employee of the City has any individual or personal liability for the payment of Installment Payments or Additional Payments or be subject to any personal liability or accountability by reason of this Agreement; but nothing herein contained relieves any such member of the City Council, officer, agent or employee from the performance of any official duty provided by law or by this Agreement.

SECTION 8.10. Trustee as Third Party Beneficiary. The Trustee is hereby made a third party beneficiary hereof and is entitled to the benefits of this Agreement with the same force and effect as if the Trustee was a party hereto.

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[Signature Page to Installment Sale Agreement dated as of June 1, 2024] IN WITNESS WHEREOF, the Authority and the City have caused this Agreement to be executed in their respective names by their duly authorized officers, all as of the date first above written.

PLEASANTON JOINT POWERS FINANCING
AUTHORITY, as Seller
By:

Susan Hsieh
Treasurer
CITY OF PLEASANTON, as Purchaser
By:

Susan Hsieh
Director of Finance

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A-1

APPENDIX A

SCHEDULE OF INSTALLMENT PAYMENTS
Interest
Payment Date(1)
Principal
Component
Interest
Component
Total
Payment

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A-2
Interest
Payment Date(1)
Principal
Component
Interest
Component
Total
Payment
TOTALS
_________________
(1) Installment Payment Dates are the third (3rd) Business Day immediately preceding each Interest Payment Date shown in the table.

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B-1

APPENDIX B

DESCRIPTION OF PROJECT
The Project will consist of the following improvements, and any other improvements to the Water System approved by the City Council. The improvements are generally described as the “near-term water improvement projects,” including three pipelines and two turn-outs, including improvements related to the following:
•Rebalance the system from loss of wells 5,6 & 8
•Meet forecasted demands until new wells are online in 2028 •Increase capacity at Turnouts #1 and #4
•Required improvements identified in Water Supply Alternatives study for all options •Address deficiencies identified in capacity analysis
•Upsize lines to accommodate existing lines near end of life

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Attachment 3
AFS Draft #2
1 BOND PURCHASE AGREEMENT
$__,___,000
Pleasanton Joint Powers Financing Authority
2024 Water Revenue Bonds
June __, 2024
Pleasanton Joint Powers Financing Authority
123 Main Street
Pleasanton, California 94566
City of Pleasanton
123 Main Street
Pleasanton, California 94566
Ladies and Gentlemen:

The undersigned, Siebert Williams Shank & Co., LLC (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (which, together with the exhibits hereto, is referred to as the “Purchase Agreement”) with the Pleasanton Joint Powers Financing Authority (the “Authority”) and the City of Pleasanton (the “City”), which, upon acceptance by the Authority and the City, will be binding upon the Authority, the City, and the Underwriter.

This offer is made subject to acceptance by the Authority and the City by the execution of the Purchase Agreement and delivery of the same to the Underwriter prior to 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 the acceptance hereof by the Authority and the City.

Capitalized terms that are used herein and not otherwise defined have the meanings that are set forth in the Indenture of Trust, dated as of June 1, 2024 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Authority and the City acknowledge and agree that: (a) the purchase and sale of the Bonds (as such term is defined herein) pursuant to the Purchase Agreement is an arm’s length commercial transaction among 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 that is contemplated hereby expressly are set forth in the Purchase Agreement; (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 City or the Authority; (c) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City or the Authority with respect to the offering that is 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 City or the Authority on other matters); (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 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein, the Underwriter hereby agrees to purchase, and the Authority hereby agrees to issue, sell and deliver to the Underwriter all (but not less than all) of the

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2 $___,___,000 principal amount of Pleasanton Joint Powers Financing Authority 2024 Water Revenue Bonds (the “Bonds”). The Bonds will be dated as of their date of delivery. The Bonds will mature and bear interest as set forth in Exhibit A. The purchase price of the Bonds is $_______ (being the aggregate principal amount thereof plus net original issue premium of $_______, and less an Underwriter’s discount of $_______).

The Underwriter agrees to make a bona fide public offering of all the Bonds at prices not in excess of the respective initial public offering prices for the Bonds set forth on the inside cover page of the Official Statement. A “bona fide public offering” shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold.

Section 2. The Bonds. The Bonds are limited obligations of the Authority payable solely from revenues of the Authority, consisting primarily of certain installment payments (the “Installment Payments”) made by the City from Net Water Revenues (as defined in the Indenture) to the Authority pursuant to an Installment Sale Agreement dated June 1, 2024, between the Authority, as seller, and the City, as purchaser (the “Installment Sale Agreement”). The right of the Authority to receive the Installment Payments under the Installment Sale Agreement and to exercise remedies upon default under the Installment Sale Agreement shall be assigned to the Trustee for the benefit of the owners of the Bonds pursuant to the Indenture.

The Bonds are being issued to provide funds to: (i) assist the City with financing certain improvements to the water treatment, production, storage and distribution systems within the service area of the City, and (ii) pay the costs of issuing the Bonds, and shall be as described in, and shall be secured under and pursuant to the Indenture substantially in the form previously submitted to the Underwriter, with only such changes therein as shall be mutually agreed upon by the Authority, the City, and the Underwriter.

The proceeds of the Bonds shall be applied as set forth in the Indenture.

The Bonds, the Purchase Agreement, the Indenture, the Installment Sale Agreement, and Resolution No. ________of the Board of Directors of the Authority adopted by the governing body of the Authority on _______, 2024 (collectively, the “Authority Resolution”) authorizing the issuance of the Bonds and the foregoing documents are collectively referred to herein as the “Authority Documents.” The Purchase Agreement, the Continuing Disclosure Certificate of the City relating to the Bonds, dated as of the Closing Date (the “Continuing Disclosure Certificate”), the Installment Sale Agreement, and Resolution No. ________ of the City Council of the City adopted on _______, 2024 (the “City Resolution”) authorizing the execution and delivery of the foregoing documents are collectively referred to herein as the “City Documents.”
Section 3. Public Offering; Establishment of Issue Price for Bonds. (a) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.

Except as otherwise set forth in Exhibit A, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of the Purchase Agreement, the Underwriter

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3 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 has occurred, until either (i) earlier 10% test has been satisfied as to the Bonds of that maturity or (ii) until the Underwriter has sold all Bonds of that maturity to the public; provided that the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, 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. (b) The Underwriter confirms that it has offered the Bonds to the public on or before the date of the Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A, 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 the Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority, the City 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 “hold-the-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:

1. the close of the fifth (5th) business day after the sale date; or

2. 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. (c) 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. (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, 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: (I) all Bonds of that maturity allocated to it have been sold; or (II) 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;
(B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter;
(C) 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

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4 in the initial sale of the Bonds to the public (each such term being used as defined below); and
(D) 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 and the City acknowledge that, in making the representations set forth in this subsection, the Underwriter will rely on: (A) in the event that 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 (B) 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 the third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 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.
(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:

1. “public” means any person other than an underwriter or a related party;

2. “underwriter” means: (A) any person that agrees pursuant to a written contract with the Authority or the City (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);

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5 3. 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: (A) 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

4. “sale date” means the date of execution of the Purchase Agreement by all parties.

Section 4. The Official Statement. By their acceptance of this proposal, the Authority and the City each ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of the preliminary official statement relating to the Bonds dated ________, 2024 (including the front cover page, inside front cover page, all appendices and all information incorporated therein and any supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”) that authorized officers of the Authority and the City deemed “final” as of its date for purposes of Rule 15c2- 12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for certain information that is permitted to be omitted therefrom by Rule 15c2-12. The Authority and the City hereby agree to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of a final official statement, dated the date hereof, relating to the Bonds (including all information previously permitted to have been omitted by Rule 15c2-12), including the cover page, inside cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Authority, the City, and the Underwriter (the “Official Statement”) in such quantity as the Underwriter shall reasonably request to comply with Section (b)(4) of Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board (the “MSRB”).

The Underwriter hereby agrees that it will not request that payment be made by any purchaser of the Bonds prior to delivery by the Underwriter to the purchaser of a copy of the Official Statement. The Underwriter agrees: (i) to provide the Authority with final pricing information for the Bonds on a timely basis; and (ii) to promptly file a copy of the Official Statement, including any supplements prepared by the Authority and the City, with the MSRB at http://emma.msrb.org. The Authority and the City hereby approve of the use and distribution by the Underwriter of the Preliminary Official Statement in connection with the offer and sale of the Bonds. The Authority and the City agree to cooperate with the Underwriter in the filing by the Underwriter of the Official Statement with the MSRB.

Section 5. Closing. At 8:00 a.m., California Time, on June __, 2024, or at such other time or date as the Authority, the City, and the Underwriter agree upon (the “Closing Date”), the Authority shall deliver the Bonds, in definitive form, registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”), so that the Bonds may be credited to the account specified by the Underwriter under DTC’s procedures. Concurrently with the delivery of the Bonds, the City will deliver the documents hereinafter mentioned at the offices of Jones Hall, A Professional Law Corporation (“Bond Counsel”), or another place to be mutually agreed upon by the Authority, the City, and the Underwriter.

The Underwriter will accept such delivery and pay the purchase prices of the Bonds as set forth in Section 1 hereof by wire transfer in immediately available funds. This payment for and delivery of the Bonds, together with the delivery of the aforementioned documents, is herein called the “Closing.” The Bonds shall be registered in the name of Cede & Co., as nominee of DTC in denominations of five thousand dollars ($5,000) or any integral multiple thereof. The Authority and the City acknowledge

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6 that the services of DTC will be used initially by the Underwriter in order to permit the delivery of the Bonds in book-entry form, and agree to cooperate fully with the Underwriter in employing such services.

Section 6. Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Underwriter and the City that:
(a) The Authority is a joint exercise of powers authority that is duly organized, operating and existing under the laws of the State of California (the “State”) and its Joint Exercise of Powers Agreement dated as of June 29, 1993, by and between the City and the City of Pleasanton Housing Authority (the “JPA Agreement”).
(b) The Authority has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the Authority Documents.
(c) By all necessary official action, the Authority has duly authorized and approved the Authority Documents and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and the consummation by it of all other transactions contemplated by the Authority Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against public agencies in the State. The Authority has complied, and will at the Closing be in compliance in all material respects, with the terms of the Authority Documents.
(d) To the best of its knowledge, the Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party which breach or default has or may have a materially adverse effect on the ability of the Authority to perform its obligations under the Authority Documents, 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 Documents, if applicable, and compliance with the provisions on the Authority’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party, nor will any such 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 Documents.
(e) To the best of its knowledge, all material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority of its obligations in connection with the Authority Documents have been duly obtained or,

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7 when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds. Except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Authority Documents have been duly obtained.
(f) The Authority hereby agrees that it will notify the other parties hereto if, within the period from the date of this Purchase Agreement to and including the date that is twenty-five (25) days following the Closing, the Authority discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case, which might cause the Official Statement (as the same may have then been supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(g) As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the Authority having been accomplished, or threatened in writing to the Authority: (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance of any of the Bonds, the collection of Revenues under the Indenture or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, in any way contesting or affecting the validity of the Bonds or the other Authority Documents or the consummation of the transactions contemplated thereby or hereby, contesting the exclusion of the interest on the Bonds from federal taxation or the exclusion of the interest on the Bonds from State taxation or contesting the powers of the Authority or its authority to issue the Bonds; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) To the Authority’s knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph (g). (i) The information in the Official Statement concerning the organization and existence of the Authority does not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(j) 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 for federal income tax purposes on the Bonds. (k) The Authority will refrain from taking any action, or permitting any action to be taken, to reduce the amount of the Installment Payments while the Bonds are Outstanding, and the Authority will collect the Installment Payments in accordance with the Installment Sale Agreement and Indenture.

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8 (l) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuance of the Bonds and delivered to the Underwriter shall be deemed to be a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate.

Section 7. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter that:
(a) The City is a municipal corporation and general law city that is duly organized and existing under and by virtue of the laws of the State.
(b) The City has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the City Documents. (c) By all necessary official action, the City has duly authorized and approved the City Documents, has duly authorized and approved the Preliminary Official Statement and the Official Statement and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the City Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the City Documents will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against public agencies in the State. The City has complied, and will at the Closing be in compliance in all material respects, with the terms of the City Documents. (d) To the best of its knowledge, the City is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party which breach or default has or may have a materially adverse effect on the ability of the City to perform its obligations under the City Documents, 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 Documents, if applicable, and compliance with the provisions on the City’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the 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 Documents. (e) To the best of its knowledge, all material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations in connection with the City Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may

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9 be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds.
(f) The Preliminary Official Statement was as of its date, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the Official Statement do not and up to and including the Closing will not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
(g) The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (h) As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the City having been accomplished, or threatened in writing to the City: (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance of any of the Bonds, or the collection of Gross Revenues of the Water Enterprise under the Installment Sale Agreement or of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the City Documents or the consummation of the transactions contemplated thereby or hereby, contesting the exclusion of the interest on the Bonds from federal taxation or the exclusion of interest on the Bonds from State taxation or contesting the powers of the City or its authority to enter into the City Documents; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the City; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) To the City’s knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph 7(h). (j) Until the date which is twenty-five (25) days after the end of the underwriting period (but not later than 90 days after the Closing Date), if any event shall occur of which the City is aware that would cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact that is necessary in order to make the statements in the Official Statement, in light of the circumstances under which they were made, not misleading (except that this representation does not include information regarding DTC and its book-entry only system, the Insurer, the Insurance Policy and the Surety, as to which no view is expressed), the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s reasonable opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time and the City shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. 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. Unless the Underwriter gives notice to the contrary, the “end of the underwriting period” shall be deemed to be the Closing Date. Any notice delivered

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10 pursuant to the preceding sentence shall be written notice delivered to the City at or prior to the Closing Date of the Bonds and shall specify a date (other than the Closing Date) to be deemed the end of the underwriting period.
(k) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings with regard to Rule 15c2-12 to provide annual reports or notices of material events specified in such rule.
(l) 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 for federal income tax purposes on the Bonds.
(m) The financial statements relating to the receipts, expenditures and cash balances of the City attached as an appendix to the Official Statement fairly represent the receipts, expenditures and cash balances of the City. 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 the end of the fiscal year covered by such financial statements and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change.
(n) The City will undertake, pursuant to the Continuing Disclosure Certificate, to provide annual reports and notices of certain events. A description of these undertakings is set forth in an appendix to the Preliminary Official Statement and will also be set forth in the Official Statement. (o) The City will refrain from taking any action, or permitting any action to be taken, to reduce the amount of the Installment Payments while the Bonds are Outstanding, and the City will pay the Installment Payments in accordance with the Installment Sale Agreement. (p) Any certificate signed by any officer of the City authorized to execute such certificate in connection with the issuance of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the City to the Underwriter as to the statements made therein but not of the person signing such certificate.

Section 8. Conditions to the Obligations of the Underwriter. The Underwriter has entered into the Purchase Agreement in reliance upon the representations and warranties of the Authority and the City contained herein. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the Authority and the City, as well as authorized representatives of Bond Counsel and the Trustee made in any Bonds or other documents furnished pursuant to the provisions hereof; to the performance by the Authority and the City of their respective obligations to be performed hereunder at or prior to the Closing Date; and to the following additional conditions:
(a) The representations, warranties and covenants of the Authority and the City contained herein shall be true and correct at the date hereof and at the time of the Closing, as if made on the Closing Date.
(b) At the time of Closing, the City Documents and the Authority Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the City Documents, the Authority Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter.

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11 (c) At the time of the Closing, no material default shall have occurred or be existing under the City Documents, the Authority Documents or any other agreement or document pursuant to which any of the City’s financial obligations were executed and delivered, and the City shall not be in default in the payment of principal or interest on any of its financial obligations, which default would materially adversely impact the ability of the City to pay the Installment Payments. (d) In recognition of the desire of the Authority, the City, and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, the Purchase Agreement shall be subject to termination in the discretion of the Underwriter by notification, in writing, to the Authority and the City prior to delivery of and payment for the Bonds, if at any time prior to such time, regardless of whether any of the following statements of fact were in existence or known of on the date of the Purchase Agreement:
(i) Legislation shall have been enacted by the United States or the State or shall have been reported out of committee, or a decision shall have been rendered by a court of the United States or the Tax Court of the United States, or a ruling shall have been made or a regulation, proposed regulation or a temporary regulation shall have been published in the Federal Register or any other release or announcement shall have been made by the Treasury Department of the United States or the Internal Revenue Service, with respect to federal or State taxation upon revenues or other income or payments of the general character to be derived by the City or upon interest received on obligations of the general character of the Bonds, or on the Bonds, which in the reasonable opinion of the Underwriter materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; (ii) Legislation shall have been enacted or introduced for enactment or introduced, but only if such legislation would have an effective date prior to the Closing Date, or a decision by a court of the United States shall be made, the effect of which is that obligations of the general character of the Bonds, the offering or sale of the Bonds or the performance by the Authority or the City in accordance with their respective Resolution, each as contemplated hereby or by the Preliminary Official Statement and the Official Statement is or would be in violation of the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect (the “Securities Act”), the Securities Exchange Act, or the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture Act”); (iii) A stop order, ruling or regulation by the Securities and Exchange Commission shall be issued or made, but only if such stop order, ruling or regulation would have an effective date prior to the Closing Date and the effect of which is that obligations of the general character of the Bonds, the issuance, offering or sale of the Bonds or the performance by either the Authority or the City in accordance with their respective Resolutions, each as contemplated hereby or by the Preliminary Official Statement and the Official Statement, is or would be in violation of any provision of the Securities Act, of the Securities Exchange Act, or of the Trust Indenture Act; (iv) There shall have occurred any outbreak or escalation of hostilities or any national or international calamity or crisis, the effect of which on the financial markets of the United States being such as in the reasonable opinion of the Underwriter materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds;
(v) There shall have occurred a general suspension of trading on the New York Stock Exchange, or a general banking moratorium shall have been declared by federal, California or New York state authorities having jurisdiction and being in force;

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12 (vi) Any legislation, ordinance, rule or regulation shall be enacted by any governmental body, board, department or agency of the State or the United States or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered affecting the Authority or the City that has a material adverse effect on the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (vii) Any national securities exchange, the Comptroller of the Currency, or any other governmental authority, shall impose as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwrites;
(viii) Any action concerning the rating of the Bonds shall have been taken by Standard & Poor’s Financial Services LLC (“S&P”) which action, in the reasonable opinion of the Underwriter, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; (ix) There shall exist any event which, in the reasonable judgment of the Underwriter or ArentFox Schiff LLP, San Francisco, California, (“Underwriter’s Counsel”), following consultation with the City Attorney, the Finance director of the City, either (A) makes untrue in any material respect any statement or information contained in the Preliminary Official Statement and in the Official Statement, or (B) is not reflected in the Preliminary Official Statement and in the Official Statement but should be reflected therein in order to make the statements and information contained therein, in light of the circumstances under which they were made, not misleading in any material respect, or (C) requires or has required an amendment of or supplement to the Official Statement as of its date; or
(x) There shall have occurred an adverse change in the financial position, results of operations or financial condition of the City which may result in any material adverse change in the business, properties, assets or the financial condition of the City or which may have a material adverse effect on the ability of the City to meet its obligations under the City Resolution; (xi) A material disruption in securities settlement, payment, or clearance services shall have occurred and shall be continuing on the Closing date; (xii) Any state blue sky or securities commission or other governmental agency or body in a state in which ten percent (10%) or more of the Bonds have been sold shall have withheld registration, exemption, or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto, provided that such withholding or stop order is not due to the malfeasance, misfeasance, or nonfeasance of the Underwriters; (e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter:
(i) The executed Authority Resolution relating to the Bonds and authorizing the execution and delivery of the Authority Documents;
(ii) The executed City Resolution relating to the Bonds and authorizing the execution and delivery of the Bonds, the City Documents;

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13 (iii) The Preliminary Official Statement, and the Official Statement signed by authorized officials of the Authority and the City;
(iv) The City Documents and the Authority Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter;
(v) A certification of the City that the insurance required to be in effect on the Closing Date under the Installment Sale Agreement is in fact in effect as of such date; (vi) The approving opinion of Bond Counsel dated the Closing Date and addressed to the City, in substantially the forms attached as an appendix to the Official Statement, and reliance letters thereon addressed to the Underwriter and the Trustee; (vii) A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter, to the effect that:
(A) the statements on the cover of the Official Statement and in the Official Statement under the captions “INTRODUCTION,” “FINANCING PLAN,” “THE 2024 BONDS,” “SECURITY FOR THE 2024 BONDS” and “TAX MATTERS” and in Appendices C and E, excluding any material that may be treated as included under such captions and appendices by any cross-reference, insofar as such statements expressly summarize provisions of the Bonds, the City Documents, the Authority Documents and Bond Counsel’s final opinion concerning the Bonds or state legal conclusions with respect to the matters covered by such final opinions, present a fair and accurate summary of the provisions thereof, provided that Bond Counsel need not express any opinion with respect to any financial or statistical data contained therein or with respect to the book-entry system in which the Bonds are initially issued;
(B) The City Documents and the Authority Documents have been duly authorized, executed and delivered by the Authority and the City, as applicable, and are the valid, legal and binding agreements of the Authority and the City, as applicable, enforceable in accordance with their respective terms, except that the rights and obligations thereunder are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State, and provided that no opinion is expressed with respect to any indemnification or contribution provisions contained therein; and
(C) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended;
(viii) Evidence that the ratings on the Bonds (both underlying and insured) are as described in the Official Statement;
(ix) A certificate, dated the Closing Date, signed by a duly authorized officer of the Authority satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the Authority contained in the Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if

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14 made on the Closing Date by the Authority, and the Authority has complied with, in all material respects, all of the terms and conditions of the Purchase Agreement required to be complied with by the Authority at or prior to the Closing Date; (ii) to the best of such officer’s knowledge, no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the information and statements contained in the Official Statement concerning the Authority did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect;
(x) A certificate, dated the Closing Date, signed by a duly authorized officer of the City satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the City contained in the Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date by the City, and the City has complied with, in all material respects, all of the terms and conditions of the Purchase Agreement required to be complied with by the City at or prior to the Closing Date; (ii) to the best of such officer’s knowledge, no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the information and statements contained in the Official Statement did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect;
(xi) An opinion of counsel to the Authority dated the Closing Date and addressed to the Underwriter and the Trustee to the effect that:
(A) The Authority is a joint exercise of powers authority, duly organized and validly existing under the Constitution and the laws of the State of California; (B) The Authority Resolution approving and authorizing the execution and delivery of the Authority Documents, and approving the Official Statement, was duly adopted at a meeting of the Board of Directors of the Authority that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and such resolution is in full force and effect and has not been modified, amended, or rescinded
(C) To such counsel’s knowledge, the execution and delivery of the Authority Documents and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with, or constitute on the part of the Authority a breach of or default under, as applicable: (a) any agreement or other instrument to which the Authority is a party or by which it is bound; or (b) any existing law, regulation, court order or consent decree to which the Authority is subject, which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents; and (D) To such counsel’s knowledge, except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit or investigation at law or in equity

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15 before or by any court, governmental agency or body, pending, with service of process upon the Authority having been accomplished, or threatened in writing against the Authority, challenging the creation, organization or existence of the Authority, or the validity of the Authority Documents or seeking to restrain or enjoin the collection of the Installment Payments under the Installment Sale Agreement or the repayment of the Bonds or in any way contesting the authority of the Authority to enter into or perform its obligations under the Authority Documents;
(xii) An opinion of the City Attorney dated the Closing Date and addressed to the Underwriter and the Trustee to the effect that:
(A) The City is a municipal corporation and general law city, duly organized and validly existing under the laws of the State of California; and (B) The City Resolution approving and authorizing the execution and delivery of the City Documents, and approving the Official Statement, was duly adopted at a meeting of the City Council that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and such resolution is in full force and effect and has not been modified, amended, or rescinded; (C) To such counsel’s knowledge, the execution and delivery of the City Documents and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with, or constitute on the part of the City a breach of or default under, as applicable: (a) any agreement or other instrument to which the City is a party or by which it is bound; or (b) any existing law, regulation, court order or consent decree to which the City is subject, which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents; and
(D) To such counsel’s knowledge, except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit or investigation at law or in equity before or by any court, governmental agency or body, pending, with service of process upon the City having been accomplished, or threatened in writing against the City, challenging the creation, organization or existence of the City, or the validity of the City Documents or seeking to restrain or enjoin the payment of the Installment Payments or in any way contesting or affecting the validity of the City Documents or contesting the authority of the City to enter into or perform its obligations under any of the City Documents;
(xiii) A negative assurance letter of Jones Hall, A Professional Law Corporation, as disclosure counsel (“Disclosure Counsel”), relating to the Preliminary Official Statement and the Official Statement, in form and substance satisfactory to the Underwriter; (xiv) An opinion of Underwriter’s Counsel in form and substance satisfactory to the Underwriter;
(xv) An opinion of counsel to the Trustee, addressed to the Underwriter and dated the Closing Date, in form and substance satisfactory to the Underwriter and to Bond Counsel;

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16 (xvi) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the Trustee in form and substance satisfactory to the Underwriter, and an incumbency certificate of the Trustee;
(xvii) Preliminary and final statements of sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code relating to the Bonds and the Installment Sale Agreement;
(xviii) A copy of the executed Blanket Issuer Letter of Representations by and between the Authority and DTC relating to the book-entry system; (xix) The tax and nonarbitrage certificate of the Authority and the City relating to the Bonds, and a form 8038-G relating to the Bonds, each in form and substance to the reasonable satisfaction of Bond Counsel and the Underwriter;
(xx) A certificate, dated the date of the Preliminary Official Statement, of the Authority and the City, as required under Rule 15c2-12;
(xxi) Certified copies of the JPA Agreement and related certificates issued by the Secretary of State of the State of California;
(xxii) Evidence that a Debt Management Policy which complies with Section 8855 of the Government Code has been adopted by the City and/or the Authority; and (xxiii) Such additional legal opinions, certificates, proceedings, instruments or other documents as Bond Counsel or the Underwriter may reasonably request.

Section 9. Changes in the 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 twenty-five (25) days following the end of the underwriting period, if any event relating to or affecting the Bonds, the Trustee, the City or the Authority shall occur 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 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 the Official Statement is delivered to purchaser, not misleading. The Authority and the City shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with the MSRB. The Underwriter acknowledges that the end of the underwriting period will be the Closing Date.

Section 10. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein:
(a) The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid (from the proceeds of the Bonds or from any legally available funds) all expenses that are incident to the performance of the City’s and the Authority’s obligations hereunder, including, but not limited to, the cost of printing and delivering the Bonds to the Underwriter, the cost of preparation, printing, distribution and delivery of the City Documents, the Authority Documents, the Preliminary Official Statement, the

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17 Official Statement and all other agreements and documents that are contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter, the fees and disbursements of the Trustee, Bond Counsel, Disclosure Counsel, PFM Financial Advisors LLC as Municipal Advisor, and any accountants, engineers or any other experts or consultants retained by or on behalf of the City in connection with the issuance of the Bonds, and any other expenses that are agreed to by the parties; and (b) The Authority and the City shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any “blue sky” or legal investment memoranda and the Purchase Agreement; expenses to qualify the Bonds for sale under any “blue sky” or other state securities laws; and all other expenses that are incurred by the Underwriter in connection with the public offering and distribution of the Bonds (except those which are specifically enumerated in paragraph (a) of this section), including the fees and disbursements of Underwriter’s Counsel, any rating agencies, MSRB fees, and any advertising expenses.

Section 11. Notices. Any notice or other communication to be given to the Underwriter under the Purchase Agreement may be given by delivering the same in writing to Siebert Williams Shank & Co., LLC, 1901 Harrison Street, Suite 1400, Oakland, CA 94612; Attention: Gary Hall, Partner and Head of Investment Banking. All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given to the City or the Authority under the Purchase Agreement may be given by delivering the same in writing to the address set forth on the first page of the Purchase Agreement.

Section 12. Parties in Interest. The Purchase Agreement is made solely for the benefit of the Authority, the City, and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the Authority and the City in the Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds.

Section 13. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

Section 14.Counterparts. The Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Purchase Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by e-mail with a pdf copy or other replicating image attached, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page.

Section 15. Survival of Representations and Warranties. The representations and warranties of the Authority and the City in or made pursuant to the Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of the Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the Authority and the City and regardless of delivery of and payment for the Bonds.

Section 16. Effectiveness. The Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and the City and shall be valid and enforceable as of the time of such acceptance.

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18 Section 17. Governing Law. The Purchase Agreement shall be governed by and construed in accordance with the laws of the State.

SIEBERT WILLIAMS SHANK & CO., LLC, as
Underwriter
By:

Title: Authorized Officer
Accepted as of the date first stated above:

PLEASANTON JOINT POWERS FINANCING AUTHORITY
By:

Authorized Officer

CITY OF PLEASANTON
By:

Authorized Officer
Time of Execution: ________ [AM/PM]
[APPROVED AS TO FORM:

Daniel Sodergren
Authority General Counsel and City Attorney]
By:
[Name], [Title]

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A-1

EXHIBIT A

MATURITY SCHEDULE
$___,___,000
Pleasanton Joint Powers Financing Authority
2024 Water Revenue Bonds
Maturity Date
(April 1)
Principal
Amount Interest Rate Yield
Initial Offering
Price
10% Test
Used
Hold the
Offering
Price Rule
Used

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B-1

EXHIBIT B
$___,___,000
Pleasanton Joint Powers Financing Authority
2024 Water Revenue Bonds

FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Siebert Williams Shank & Co., LLC (“Siebert”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).

1.Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2.[Initial Offering Price of the Hold-the-Offering-Price Maturities.] [(a) Siebert offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated June __, 2024 (the “Sale Date”), among the Authority, the City, and Siebert, Siebert agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. [Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the- Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. / No information has come to the attention of the Siebert that any Underwriter has offered or sold any unsold Bonds of any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.]

3.Defined Terms.
(a)Authority means the Pleasanton Joint Powers Financing Authority. (b)City means the City of Pleasanton.
(c)General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(d)[Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule 1 hereto as the “Hold-the-Offering-Price Maturities.”]

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B-2
(e)[Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date May [1], 2024), or (ii) the date on which the Tax Law Underwriter has sold at least 10% of such Hold-the- Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.]
(f)Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as (g)Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than the Underwriter or a related party to the Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
(h)Underwriter means: (i) any person that agrees pursuant to a written contract with the Authority and the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public; and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph 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).

4.Yield.

Siebert has been asked by the Authority, the City, and Bond Counsel to calculate the arbitrage yield of the Bonds under Section 148 of the Internal Revenue Code of 1986, as amended. Bond Counsel has advised us that the yield on the Bonds is to be computed under the economic accrual method using an assumed 30-day month/360-day year and semiannual compounding. The Authority and the City have advised us that no other transaction (such as a guarantee of the Bonds, an interest rate swap or other hedge) is to be factored into the computation of the yield on the Bonds, that the Bonds are first callable at par at the option of the Authority on April 1, 20__, and that none of the Bonds are subject to optional redemption by Authority within nine years of the date hereof.

Based on the above methodology, we has provided the attached Schedule C to the Authority and the City regarding computing yield on the Bonds.

The undersigned reminds you that we are not accountants or actuaries, nor are we engaged in the practice of law. Accordingly, while we believe the calculations described above to be correct, we do not warrant them to be so, nor do we warrant their validity for purposes of Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended.

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B-3
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents our interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by [the Authority and the City] with respect to certain of the representations set forth in the [Tax Certificate] and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice Bond Counsel may give to the [Authority and the City] from time to time relating to the Bonds.

SIEBERT WILLIAMS SHANK & CO., LLC
By:

Name:

Dated: June __, 2024

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B-4

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES

OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)

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B-5

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
SHDOCS:220851951.2

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Attachment 4
Jones Hall Draft of April 23, 2024
PRELIMINARY OFFICIAL STATEMENT DATED __________, 2024
NEW ISSUE - FULL BOOK-ENTRY S&P RATING: “___”
See “Rating”
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 2024 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the 2024 Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, interest on the 2024 Bonds is exempt from California personal income taxes. See “TAX MATTERS.”
$_________*

PLEASANTON JOINT POWERS FINANCING AUTHORITY
2024 WATER REVENUE BONDS
Dated: Date of Delivery Due: April 1, as shown on inside cover Authority for Issuance. The bonds captioned above (the “2024 Bonds”) are being issued by the Pleasanton Joint Powers Financing Authority (the “Authority”) under a resolution adopted by the governing body of the Authority, the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Bond Law”), and an Indenture of Trust dated as of June 1, 2024 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee. See “THE 2024 BONDS – Authority for Issuance.” Use of Proceeds. The 2024 Bonds are being issued to provide funds to (i) assist the City of Pleasanton (the “City”) with financing certain improvements to the City’s water system (as further defined herein, the “Water System”), and (ii) pay the costs of issuing the 2024 Bonds. See “FINANCING PLAN.”
Security for the 2024 Bonds. The 2024 Bonds are special obligations of the Authority, payable from the “Revenues” pledged under the Indenture, which consist primarily of installment payments (the “Installment Payments”) payable by the City to the Authority under an Installment Sale Agreement, dated as of June 1, 2024 (the “Installment Sale Agreement”) pursuant to which the City is purchasing the Water System improvements being financed. Repayment of the Installment Payments is secured by a pledge of the “Net Revenues” of the Water System. Neither the Authority nor the City will fund a debt service reserve fund in connection with the 2024 Bonds. See “SECURITY FOR THE 2024 BONDS.” Parity Debt. There are currently outstanding obligations payable from the Net Revenues of the Water System, as described herein. Additional series of bonds or other debt may be issued in the future that are payable from Net Revenues on a parity with the Installment Payments, subject to the conditions contained in the Installment Sale Agreement. See “SECURITY FOR THE 2024 BONDS – Parity Debt.” Bond Terms; Book-Entry Only. The 2024 Bonds will bear interest at the rates shown on the inside cover, payable semiannually on April 1 and October 1 of each year, commencing on October 1, 2024, and will be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple of $5,000. The 2024 Bonds will be issued in book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Purchasers of the 2024 Bonds will not receive certificates representing their interests in the 2024 Bonds.

Payments of the principal of, premium, if any, and interest on the 2024 Bonds will be made to DTC, which is obligated in turn to remit such principal, premium, if any, and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the 2024 Bonds. See “THE 2024 BONDS – General Bond Terms.”
Redemption. The 2024 Bonds are subject to redemption prior to maturity. See “THE 2024 BONDS – Redemption.” THE 2024 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED BY THE REVENUES, WHICH CONSIST PRIMARILY OF THE INSTALLMENT PAYMENTS. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY IS PLEDGED TO THE PAYMENT OF THE INSTALLMENT PAYMENTS. THE 2024 BONDS ARE NOT SECURED BY A LEGAL OR

EQUITABLE PLEDGE OF, OR CHARGE, OR LIEN, OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE AUTHORITY OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE REVENUES AS DESCRIBED HEREIN.

MATURITY SCHEDULE
(see inside cover)
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE OF BONDS. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE PURCHASE OF THE 2024 BONDS. INVESTMENT IN THE BONDS INVOLVES RISKS THAT MAY NOT BE APPROPRIATE FOR SOME INVESTORS. SEE “BOND OWNERS’ RISKS.” The 2024 Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will also be passed upon for the City by Jones Hall, A Professional Law Corporation, as Disclosure Counsel, and by the City Attorney. Certain legal matters will be passed upon for the Underwriter by its counsel, ArentFox Schiff LLP. It is anticipated that the 2024 Bonds, in book-entry only form, will be available through the facilities of DTC on or about ________, 2024.

Siebert Williams Shank & Co., LLC
The date of this Official Statement is: __________, 2024. __________________
* Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

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Pleasanton City CouncilMay 7, 2024

Pleasanton City Council
May 7, 2024