Santa Paula City Council
August 16, 2023

AGREEMENT

1. AUTHORITY.
(a) The State Water Resources Control Board (State Water Board) is authorized, and implements its authority, to provide financial assistance under this Installment Sale Agreement (Agreement) pursuant to Section 13475 et seq. of the Water Code, and Resolution Nos. 2019-0064 and 2022-0040. (b) The City of Santa Paula (City) is authorized to enter into this Agreement pursuant to Resolution No. 7038, dated November 18, 2020. ·
(c) The Santa Paula Utility Authority (Authority or Recipient) is authorized to enter into this Agreement pursuant to Resolution No. 7398, dated May 4, 2020.

2. INTENTION.
(a) The Recipient desires to receive financial assistance for and undertake work required for the wastewater construction Project according to the terms and conditions set forth in this Agreement. (b) The State Water Board proposes to assist in providing financial assistance for eligible costs of the Project in the amount set forth in Exhibit B, according to the terms and conditions set forth in this Agreement, with the expectation that the Recipient shall repay all of the financial assistance to the State Water Board.
(c) The Recipient intends to evidence its obligation to submit Payments to the State Water Board and secure its obligation with Net Revenues of its wastewater enterprise, as set forth in Exhibit B, according to the terms and conditions set forth in this Agreement.
(d) The Recipient intends to certify and evidence its compliance with the Tax Covenants set forth in Exhibit F.
(e) The City intends to operate and maintain the System as the appointed agent of the Recipient.

Pursuant to a Wastewater Enterprise Lease Agreement, dated February 1, 2010, and amendments, by and between the Recipient and the City, the City was appointed as the Recipient's agent to carry out all aspects of the operation and maintenance of the System.

3. AGREEMENT, TERM, DOCUMENTS INCORPORATED BY REFERENCE.

In consideration of the mutual representations, covenants and agreements herein set forth, the State Water Board, the City, and the Recipient, each binding itself, its successors and assigns, do mutually promise, covenant, and agree to the terms, provisions, and conditions of this Agreement. (a) The Recipient hereby sells to the State Water Board and the State Water Board hereby purchases from the Recipient the Project. Simultaneously therewith, the Recipient hereby purchases from the State Water Board, and the State Water Board hereby sells to the Recipient, the Project in accordance with the provisions of this Agreement. All right, title, and interest in the Project shall immediately vest in the Recipient on the date of execution and delivery of this Agreement by the parties without further action on the part of the Recipient or the State Water Board. (b) Subject to the satisfaction of any condition precedent to this Agreement, this Agreement shall become effective upon the signature of the parties. Conditions precedent are not limited to the following:

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i. The Recipient and the City must each deliver to the Division a resolution authorizing this Agreement.
ii. The Recipient and the City must each deliver an opinion of bond counsel and general counsel satisfactory to the State Water Board's counsel dated on or after the date that the Recipient and the City sign this Agreement.
(c) Upon execution, the term of the Agreement shall begin on the Eligible Work Start Date and extend through the Final Payment Date.
(d) This Agreement includes the following exhibits and attachments thereto:
i. EXHIBIT A- SCOPE OF WORK
ii. EXHIBIT B - FUNDING TERMS
iii. EXHIBIT C-GENERAL & PROGRAMMATIC TERMS & CONDITIONS iv. EXHIBIT D - SPECIAL CONDITIONS
v. EXHIBIT E- PAYMENT SCHEDULE
vi. EXHIBIT F-TAX CERTIFICATE
(e) This Agreement includes the following documents incorporated by reference:
i. the Final Plans & Specifications, which are the basis for the construction contract to be awarded by the Recipient;
ii. the Waste Discharge Requirement Order No. R4-2018-0022; iii. the City's Reimbursement Resolution No. 7382 dated January 19, 2022; iv. the Recipient's Reimbursement Resolution No. 7399 dated May 4, 2022; v. the City's Tax Questionnaire dated February 23, 2022; vi. the Recipient's Tax Questionnaire dated June 22, 2022; vii. the Davis-Bacon requirements found at:
https://www.waterboards.ca.gov/water issues/programs/grants loans/srf/docs/2022/dav is-bacon-2022-cwsrf-governmental-entities-public.pdf;
viii. the Wastewater Enterprise Lease Agreement dated as of February 1, 2010, by and between Santa Paula Utility Authority and the City of Santa Paula, as amended; (f) This Agreement, and any amendments hereto, may be executed and delivered in any number of counterparts, each of which when delivered shall be deemed to be an original, but such counterparts shall together constitute one document. The parties may sign this Agreement, and any amendments hereto, either by an electronic signature using a method approved by the State Water Board or by a physical, handwritten signature. The parties mutually agree that an electronic signature using a method approved by the State Water Board is the same as a physical, handwritten signature for the purposes of validity, enforceability, and admissibility.

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4. PARTY CONTACTS
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

State Water Board City of Santa Paula Santa Paula Utility Authority Section: Division of Financial
Assistance
Name: Ashley Zellmer, Name: City Manager Name: Dan Executive Director Project Manager Dan Singer Singer
Address: 1001 I Street, 16th Address: P.O. Box 569 Address: P.O. Box 569 Floor
City, Sacramento, CA City, State, City, State, Santa Paula, CA 93061 State, Zip: 95814 Zip:

I Santa Paula, CA
93061 Zip:

Phone: (916) 341-5811 Phone: (805) 235-5766 Phone: (805) 235-5766 Email: Ashley .Zellmer@wat Email: [email protected] Email: [email protected] erboards.ca.gov
The Recipient and the City may change their contacts upon written notice to the Division, which notice shall be accompanied by authorization from the Recipient's and the City's Authorized Representatives, respectively. The State Water Board will notify the Recipient and the City of any changes to its contact.

While the foregoing ·are contacts for day-to-day communications regarding Project work, the Recipient and the City shall provide official communications and events of Notice as set forth in Exhibit C to the Division's Deputy Director. ·

5. DEFINITIONS.

Unless otherwise specified, each capitalized term used in this Agreement has the following meaning:
"Additional Payments" means the reasonable extraordinary fees and expenses of the State Water Board, and of any assignee of the State Water Board's right, title, and interest in and to this Agreement, in connection with this Agreement, including all expenses and fees· of accountants, trustees, staff, contractors, consultants, costs, insurance premiums and all other extraordinary costs reasonably incurred by the State Water Board or assignee of the State Water Board. "Additional Revenues" means, with respect to the issuance of additional parity or subordinate debt in accordance with requirements set forth in Section B.4, an allowance for Net Revenues, arising from any increase in rates, fees, and charges for the services of the System which has become effective in the most recent Fiscal Year and is expected to continue for the duration of such proposed additional parity or subordinate debt, and which the Recipient has begun to collect, in an amount equal to the total amount by which the Net Revenues would have been increased if such increase in rates, fees, and charges had been in effect during the whole of such Fiscal Year, minus the actual amount by which the Net Revenues have been increased since such increase in rates, fees, and charges in the most recent Fiscal Year became effective.
"Allowance" means an amount based on a percentage of the accepted bid for an eligible project to help defray the planning, design, and construction engineering and administration costs of the Project. "Agreement" means this agreement, including all exhibits and attachments hereto. "Authority" means the Santa Paula Utility Authority, a joint exercise of powers authority organized and existing under the laws of the State of California.

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"Authorized Representative" means the duly appointed representative of each Recipient as set forth in the certified original of each Recipient's authorizing resolution that designates the authorized representative by title.
"Bank" means the California Infrastructure and Economic Development Bank. "Bond Funded Portion of the Project Funds" means any portion of the Project Funds which was or will be funded with Bond Proceeds.
"Bond Proceeds" means original proceeds, investment proceeds, and replacement proceeds of Bonds. "Bonds" means any series of bonds issued by the Bank, the interest on which is excluded from gross income for federal tax purposes, all or a portion of the proceeds of which have been, are, or will be applied by the State Water Board to fund all or any portion of the Project Costs or that are secured in whole or in part by Payments paid hereunder.
"Charge In Lieu of Interest" means any fee or charge in lieu of some or all of, but not to exceed, the interest that would otherwise be owed under this Agreement, as set forth in Exhibit E. "City" means the City of Santa Paula, a municipal corporation and general law city organized and existing under the laws of the State of California.
"Code" as used in Exhibit F of this Agreement means the Internal Revenue Code of 1986, as amended, and any successor provisions and the regulations of the U.S. Department of the Treasury promulgated thereunder.
"Completion of Construction" means the date, as determined by the Division after consultation with the Recipient, that the work of building and erection of the Project is substantially complete, and is identified in Exhibit A of this Agreement.
"Cover Page" means the front page of this Agreement.
"Days" means calendar days unless otherwise expressly indicated. "Debt Service" means, as of any date, with respect to outstanding System Obligations and, in the case of the additional debt tests in Exhibit B of this Agreement, any System Obligations that are proposed to be outstanding, the aggregate amount of principal and interest scheduled to become due (either at maturity or by mandatory redemption), together with any Charge In Lieu of Interest on this Obligation or other System Obligations to the State Water Board, calculated with the following assumptions:
a. Principal payments (unless a different subdivision of this definition applies for purposes of determining principal maturities or amortization) are made in accordance with any amortization schedule published for such principal, including any minimum sinking fund payments; b. Interest on a variable rate System Obligation that is not subject to a swap agreement and that is issued or will be issued as a tax-exempt obligation under federal law, is the average of the SIFMA Municipal Swap Index, or its successor index, during the 24 months preceding the date of such calculation;
c. Interest on a variable rate System Obligation that is not subject to a swap agreement and that is issued or will be issued as a taxable obligation under federal law, is the average of SOFR, or its successor index, during the 24 months preceding the date of such calculation; CWSRF 3x2022 261
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d. Interest on a variable rate System Obligation that is subject to a swap agreement is the fixed swap rate or cap strike rate, as appropriate, if the variable rate has been swapped to a fixed rate or capped pursuant to an interest rate cap agreement or similar agreement; e. Interest on a fixed rate System Obligation that is subject to a swap agreement such that all or a portion of the interest has been swapped to a variable rate shall be treated as variable rate debt under subdivisions (b) or (c) of this definition of Debt Service; f. Payments of principal and interest on a System Obligation are excluded from the calculation of Debt Service to the extent such payments are to be paid from amounts then currently on deposit with a trustee or other fiduciary and restricted for the defeasance of such System Obligations; g. If 25% or more of the principal of a System Obligation is not due until its final stated maturity, then principal and interest on that System Obligation may be projected to amortize over the lesser of 30 years or the Useful Life of the financed asset, and interest may be calculated according to subdivisions (b)-(e) of this definition of Debt Service, as appropriate. "Deputy Director" means the Deputy Director of the Division. "Division" means the Division of Financial Assistance of the State Water Board or any other segment of the State Water Board authorized to administer this Agreement. "Eligible Construction Start Date" means the date set forth on the Cover Page of this Agreement, establishing the date on or after which construction costs may be incurred and eligible for reimbursement hereunder.
"Eligible Work Start Date" means the date set forth on the Cover Page of this Agreement, establishing the date on or after which any non-construction costs may be incurred and eligible for reimbursement hereunder.
"Enterprise Fund" means the enterprise fund of the Recipient in which Revenues are deposited. "Event of Default" means the occurrence of any of the following events:
a. Failure by the Recipient to make any payment required to be paid pursuant to this Agreement, including Payments;
b. A representation or warranty made by or on behalf of the Recipient or the City in this Agreement or in any document furnished by or on behalf of the Recipient or the City to the State Water Board pursuant to this Agreement shall prove to have been inaccurate, misleading or incomplete in any material respect;
c. A material adverse change in the condition of the Recipient or the City, the Revenues, or the System, which the Division reasonably determines would materially impair the Recipient's ability to satisfy its obligations under this Agreement.
d. Failure by the Recipient to comply with the additional debt test or reserve fund requirement, if any, in Exhibit B or Exhibit D of this Agreement;
e. Failure to operate the System or the Project without the Division's approval; f. Failure by the Recipient or the City to observe and perform any applicable covenant, condition, or provision in this Agreement, which failure shall continue for a period of time, to be determined by the Division;
g. The occurrence of a material breach or event of default under any System Obligation that results in the acceleration of principal or interest or otherwise requires immediate prepayment, repurchase or redemption;
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h. Initiation of proceedings seeking arrangement, reorganization, or any other relief·under any applicable bankruptcy, insolvency, or other similar law; the appointment of or taking possession of the Recipient's or the City's property by a receiver, liquidator, assignee, trustee, custodian, conservator, or similar official; the Recipient or the City entering into a general assignment for the benefit of creditors; the initiation of resolutions or proceedings to terminate the Recipient's or the City's existence, or any action in furtherance of any of the foregoing; i. A determination pursuant to Gov. Code section 11137 that the Recipient or the City has violated any provision in Article 9.5 of Chapter 1 of Part 1 of Division 3 of Title 2 of the Government Code; j. The occurrence of a material breach or event of default under any of the following agreements, which agreements provide for payments for the payment of Debt Service: Joint Exercise of Powers Agreement Creating Santa Paula Utility Authority, dated November 16, 2009; or k. Loss of the Recipient's or the City's rights, licenses, permits, or privileges necessary for the operation of the System or the Project, or the occurrence of any material restraint on the Recipient's or the City's enterprise by a government agency or court order. "Final Reimbursement Request Date" means the date set forth as such on the Cover Page of this Agreement, after which date, no further Project Funds disbursements may be requested. "Final Payment Date" is the date by which all principal and accrued interest due under this Agreement is to be paid in full to the State Water Board and is specified on the Cover Page of this Agreement. "Fiscal Year" means the period of twelve (12) months terminating on June 30 of any year, or any other annual period selected and designated by the Recipient as its Fiscal Year in accordance with applicable law.
"Force Account" means the use of the Recipient's own employees, equipment, or resources for the Project.
"GAAP" means generally accepted accounting principles, the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor, or the Uniform System of Accounts, as adopted by the California Public Utilities Commission for water utilities. "Initiation of Construction" means the date that notice to proceed with work is issued for the Project, or, if notice to proceed is not required, the date of commencement of building and erection of the Project. "Listed Event" means, so long as the Recipient has outstanding any System Obligation subject to Rule 15c2-12, any of the events required to be reported with respect to such System Obligation pursuant to Rule 15c2-12(b)(5).
"Material Obligation" means an obligation of the Recipient that is material to this transaction, including System Obligations.
"Maximum Annual Debt Service" means the maximum amount of Debt Service due on System Obligations in a Fiscal Year during the period commencing with the Fiscal Year for which such calculation is made and within the next five years in which Debt Service for any System Obligations will become due. "Net Revenues" means, for any Fiscal Year, all Revenues received less the Operations and Maintenance Costs for such Fiscal Year.
"Obligation" means the obligation of the Recipient to make Payments (including Additional Payments) as provided herein, as evidenced by the execution of this Agreement, proceeds of such obligations being CWSRI' 3x2022 263
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used to fund the Project as specified in the Project Description in Exhibit A and Exhibit B and in the documents thereby incorporated by reference.
"Operations and Maintenance Costs" means the reasonable and necessary costs paid or incurred for maintaining and operating the System, determined in accordance with GAAP, including all reasonable expenses of management and repair and all other expenses necessary to maintain and preserve the System in good repair and working order, and including all reasonable and necessary administrative costs that are charged directly or apportioned to the operation of the System, such as salaries and wages of employees, overhead, taxes (if any), the cost of permits, licenses, and charges to operate the System and insurance premiums; but excluding, in all cases depreciation, replacement, and obsolescence charges or reserves therefor and amortization of intangibles. "Parity Obligation" means a debt obligation of the Recipient on parity with this Obligation. The Recipient's Parity Obligations are the following:
• Indenture of Trust dated as of October 1, 2020, by and among the Santa Paula Utility Authority and the City of Santa Paula Authorizing the Issuance of 2020 Wastewater Enterprise Revenue Bonds, Series A and Series B.
• Indenture of Trust dated as of April 1, 2015, by and among the Santa Paula Utility Authority and the City of Santa Paula Authorizing the Issuance of 2015 Wastewater Enterprise Revenue Bonds, Series A and Series B.
"Parity Obligation of the City" means a debt obligation of the City on parity with this Obligation. There are no Parity Obligations of the City.
"Payment" means any payment due to the State Water Board from the Recipient pursuant to this Agreement.
"Policy" means the State Water Board's "Policy for Implementing the Clean Water State Revolving Fund," as amended from time to time, including the Intended Use Plan in effect as of the execution date of this Agreement.
"Project" means the Project financed by this Agreement as described in Exhibits A and B and in the documents incorporated by reference herein.
"Project Completion" means the date, as determined by the Division after consultation with the Recipient, that operation of the Project is initiated or is capable of being initiated, whichever comes first. "Project Costs" means the incurred costs of the Recipient which are eligible for financial assistance under this Agreement, which are allowable costs as defined under the Policy, and which are reasonable, necessary and allocable by the Recipient to the Project under GAAP, and may include capitalized interest.
"Project Funds" means all moneys disbursed to the Recipient by the State Water Board for eligible Project Costs pursuant to this Agreement.
"Recipient" means the Santa Paula Utility Authority.
"Records Retention End Date" means the last date that the Recipient is obligated to maintain records and is set forth on the Cover Page of this Agreement.

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'
"Regional Water Quality Control Board" or "Regional Water Board" means the appropriate Regional Water Quality Control Board.
"Reimbursement Resolution" means the Recipient's reimbursement resolutions identified and incorporated by reference in this Agreement.
"Reserve Fund" means the reserve fund required pursuant to Exhibit B of this Agreement. "Revenues" means, for each Fiscal Year, all gross income and revenue received or receivable by the Recipient from the ownership or operation of the System, determined in accordance with GAAP, including all rates, fees, and charges (including connection fees and charges) as received by the Recipient for the services of the System, and all other income and revenue howsoever derived by the Recipient from the ownership or operation of the System or arising from the System, including all income from the deposit or investment of any money in the Enterprise Fund or any rate stabilization fund of the Recipient or held on the Recipient's behalf, and any refundable deposits made to establish credit, and advances or contributions in aid of construction.
"Rule 15c2-12(b)(5)" means Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. "Senior Obligation" means a debt obligation of the Recipient that is senior to this Obligation. There are no Senior Obligations.
"Senior Obligation of the City" means a debt obligation of the City that is senior to this Obligation. There are no Senior Obligations of the City.
"SRF" means the Clean Water State Revolving Fund.
"State" means State of California.
"State Water Board" means the State Water Resources Control Board. "Subordinate Obligation" means a debt obligation of the Recipient that is subordinate to this Obligation.

There are no Subordinate Obligations.
"Subordinate Obligation of the City" means a debt obligation of the City that is subordinate to this Obligation. There are no Subordinate Obligations of the City. "System" means all wastewater collection, pumping, transport, treatment, storage, and disposal facilities, including land and easements thereof, owned by the City and leased to the Recipient, including the Project, and all other properties, structures, or works hereafter acquired and constructed and determined to be a part of the System, together with all additions, betterments, extensions, or improvements to such facilities, properties, structures, or works, or any part thereof hereafter acquired and constructed. "System Obligation" means any obligation of the Recipient payable from the Revenues, including but not limited to this Obligation, any Parity Obligation, any Subordinate Obligation, and such additional obligations as may hereafter be issued in accordance with the provisions of such obligations and this Agreement.
"Useful Life" means the economically useful life of the Project beginning at Completion of Construction and is set forth in Exhibit A.
"Year" means calendar year unless otherwise expressly indicated.

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

SANTA PAULA UTILITY AUTHORITY:

By:. ____________ _
Name: Dan Singer
Title: Executive Director
Date:. ______________ _
CITY OF SANTA PAULA:

By: ____________ _
Name: Dan Singer
Title: City Manager
Date:. ______________ _
STATE WATER RESOURCES CONTROL BOARD:

By: ____________ _
Name: Joe Karkoski
Title: Deputy Director
Division of Financial Assistance
Date: ______________ _
ldobe Acrobat Sign Transaction Number: CBJCHBCAABAAhN8qGQhx6gZcGoybdTnE89NjVnQR4frB CWSRF 3x2022 266 City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

EXHIBIT A- SCOPE OF WORK
A.1. PROJECT DESCRIPTION, USEFUL LIFE, AND SCOPE OF WORK. (a) The Project is the project set forth on the Cover Page of this Agreement. (b) The Useful Life of this Project is at least thirty (30) years. (c) Project Purpose and Description
The Project is for the benefit of the Recipient and has a Useful Life of at least 30 years. The funding under this Agreement shall be used to bring the Santa Paula Water Recycling Facility (SPWRF) into compliance with chloride requirements consistent with Cease and Desist Order No. R4-2018-0023. (d) Scope of Work.

The Recipient agrees to do the following:

The Recipient agrees to construct a new Advanced Water Treatment Facility (AWTF) to further treat municipal wastewater effluent from the SPWRF. The AWTF will include construction of the following key components:
• Advanced treatment equipment, including: nanofiltration, reverse osmosis, chemical precipitation and sludge handling, ultrafiltration, and brine concentration, · • Associated chemical feed systems, piping, storage tanks, electrical and controls, • AWTF Feed Pump Station,
• AWTF Process Building, and
• Site grading and paving.

A.2. STANDARD PROJECT REQUIREMENTS.

A.2.1 Acknowledgements.

The Recipient shall include the following acknowledgement in any document, written report, or brochure prepared in whole or in part pursuant to this Agreement:
"Funding for this project has been provided in full or in part through an agreement with the State Water Resources Control Board. California's Clean Water State Revolving Fund is capitalized through a variety of funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds. The contents of this document do not necessarily reflect the views and policies of the foregoing, nor does mention of trade names or commercial products constitute endorsement or recommendation for use."
A.2.2 Reports
A.2.2.1 Progress Reports.
(a) The Recipient must provide a progress report to the Division each quarter, beginning no later than 90 days after execution of this Agreement.

Exhibit A 267
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

(b) The Recipient must provide a progress report with each reimbursement request. Failure to provide a complete and accurate progress report may result in the withholding of Project Funds, as set forth in Exhibit B.
(c) A progress report must contain the following information:
i. A summary of progress to date including a description of progress since the last report, percent construction complete, percent contractor invoiced, and percent schedule elapsed; ii. A description of compliance with environmental requirements; iii. A listing of change orders including amount, description of work, and change in contract amount and schedule; and
iv. Any problems encountered, proposed resolution, schedule for resolution, and status of previous problem resolutions.

A.2.2.2 Project Completion Report.
(a) The Recipient must submit a Project Completion Report to the Divisfon with a copy to the appropriate Regional Water Board on or before the due date established by the Division and the Recipient at the time of final project inspection. The Project Completion Report must include the following:
i. Description of the Project,
ii. Description of the water quality problem the Project sought to address, iii. Discussion of the Project's likelihood of successfully addressing that water quality problem in the future, and
iv. Summary of compliance with applicable environmental conditions. (b) If the Recipient fails to submit a timely Project Completion Report, the State Water Board may stop processing pending or future applications for new financial assistance, withhold disbursements under this Agreement or other agreements, and begin administrative proceedings.

A.2.2.3 As Needed Reports.

The Recipient must provide expeditiously, during the term of this Agreement, any reports, data, and information reasonably required by the Division, including but not limited to material necessary or appropriate for evaluation of the funding program or to fulfill any reporting requirements of the state or federal government.

A.2.2.4 DBE Reports for SRF Projects.

The Recipient must report Disadvantaged Business Enterprise (DBE) utilization to the Division on the DBE Utilization Report, State Water Board Form DBE UR334. The Recipient must submit such reports to the Division annually within ten (10) calendar days following October 1 until such time as the "Notice of Completion" is issued. The Recipient must comply with 40 CFR § 33.301 and require its contractors and subcontractors on the Project to comply.

Exhibit A 268
A.2.3 Signage.

City of Santa Paula & Santa Paula Utility Authority
Agreement No.: 02201018
Project No.: C-06-8577-110

(a) The Recipient shall place a sign at least four feet tall by eight feet wide made of% inch thick exterior grade plywood or other approved material in a prominent location on the Project site and shall maintain the sign in good condition for the duration of the construction period. (b) Building A Better America Emblem: The Recipient will ensure that a sign is placed at construction sites supported under this award displaying the official Building A Better America emblem and must identify the project as a "project funded by President Biden's Bipartisan Infrastructure Law." Construction is defined at 40 CFR 33.103 as "erection, alteration, or repair (including dredging, excavating, and painting) of buildings, structures, or other improvements to real property, and activities in response to a release or a threat of a release of a hazardous substance into the environment, or activities to prevent the introduction of a hazardous substance into a water supply." The sign must be placed at construction sites in an easily visible location that can be directly linked to the work taking place and must be maintained in good condition throughout the construction period.

The Recipient will ensure compliance with the guidelines and design specifications for using the official Building A Better America emblem and corresponding logomark available at:
https://www.whitehouse.gov/wp-content/uploads/2022/08/Building-A-Better-America-BrandGuide.pdf. (c) United States Environmental Protection Agency (US EPA) Logo: The Recipient will ensure that signage displays the USEPA logo along with the official Building A Better America emblem. The US EPA logo must not be displayed in a manner that implies that USE PA itself is conducting the project. Instead, the USEPA logo must be accompanied with a statement indicating that the recipient received financial assistance from USE PA for the project.

The Recipient will ensure compliance with the sign specifications provided by the USEPA Office of Public Affairs (OPA) available at: https://www.epa.gov/grants/epa-logo-seal-specificationssignage-produced-epa-assistance-agreement-recipients. As provided in the sign specifications from OPA, the USEPA logo is the preferred identifier for assistance agreement projects and use of the US EPA seal requires prior approval from the USEPA. To obtain the appropriate US EPA logo or seal graphic file, the Recipient should send a request directly to OPA and include the USEPA Project Officer in the communication. Instructions for contacting OPA is available on the Using the EPA Seal and Logo page at: https://www.epa.gov/aboutepa/using-epa-seal-and-logo. (d) Procuring Signs: Consistent with section 6002 of the Resource Conservation and Recovery Act, 42 U.S.C. 6962, and 2 CFR 200.323, recipients are encouraged to use recycled or recovered materials when procuring signs. Signage costs are considered an allowable cost under this assistance agreement provided that the costs associated with signage are reasonable.

Additionally, to increase public awareness of projects serving communities where English is not the predominant language, recipients are encouraged to translate the language on signs (excluding the official Building A Better America emblem or USEPA logo or seal) into the appropriate non-English language(s). The costs of such translation are allowable, provided the costs are reasonable.
(e) The sign shall include the following logos:

Exhibit A 269
Clean Wa ter
~ Water Boards
SEPA UnltedSUtH
En'm'OnmenLaf Prot«t-on
Ao.ency
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

==:=:==:= PRESIDENT JOE BIDEN =:==:==:=

BUILDING A

BETTER AMERICA
=:==:==:===BUILD.GOV =:==:==:==:=
(f) "Funding for this City of Santa Paula Advanced Water Treatment Facility project has been provided in full or in part by the Clean Water State Revolving Fund and President Biden's Bipartisan Infrastructure Law through an agreement with the State Water Resources Control Board. California's Clean Water State Revolving Fund is capitalized through a variety of funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds."
(g) The Project sign may include another agency's required promotional information so long as the above logos and disclosure statement are equally prominent on the sign. The sign shall be prepared in a professional manner.

A.2.4 Commencement of Operations.

Upon Completion of Construction of the Project, the Recipient must expeditiously initiate Project operations.

A.3 DATES & DELIVERABLES ..
(a) Time is of the essence.
(b) The Recipient must expeditiously proceed with and complete construction of the Project. (c) The following dates are established as on the Cover Page of this Agreement:
i. Eligible Work Start Date
ii. Eligible Construction Start Date
iii. Completion of Construction Date
iv. Final Reimbursement Request Date
v. Records Retention End Date
vi. Final Payment Date
(d) The Recipient must award the prime construction contract timely. (e) The Recipient agrees to start construction no later than November 30, 2023. (f) The Recipient must deliver any request for extension of the Completion of Construction date no less than 90 days prior to the Completion of Construction date. (g) The undisbursed balance of this Agreement will be deobligated if the Recipient does not provide its final reimbursement request to the Division on or before the Final Reimbursement Request Date.

A.4 SCHEDULE.

Failure to provide items by the due dates indicated in the table below may constitute a material violation of this Agreement. The Project Manager may adjust the dates in the "Estimated Due Date" column of this Exhibit A
270
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

table, but Critical Due Date adjustments will require an amendment to this Agreement. The Recipient must complete and submit all work in time to be approved by the Division prior to Project Completion. As applicable for specific submittals, the Recipient must plan adequate time to solicit, receive, and address comments prior to submitting the final submittal. The Recipient must submit the final reimbursement request prior to the Final Reimbursement Request Date set forth on the Cover Page.

ITEM DESCRIPTION OF SUBMITTAL CRITICAL DUE DATE ESTIMATED

DUE DATE

SCOPE OF WORK
Final Budget Approval Package N/A Auqust1, 2024
Construction Start N/A November 30,
2023
Completion of Construction July 31, 2026 N/A

REPORTING
Progress Reports Quarterly
As Needed Information and Reports As Requested by Division

BUDGET COSTS AND REIMBURSEMENT
No later than 90 days
First Reimbursement Request from Agreement N/A
Execution Date
Reimbursement Requests N/A Quarterly
Final Reimbursement Request January 29, 2027 N/A
Exhibit A 271
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

EXHIBIT B - FUNDING TERMS
B.1. FUNDING AMOUNTS AND REIMBURSEMENTS
B.1.1 Funding Contingency and Other Sources.
(a) If this Agreement's funding for any fiscal year expires due to reversion or is reduced, substantially delayed, or deleted by the Budget Act, by Executive Order, or by order or action of the Department of Finance, the State Water Board has the option to either cancel this Agreement with no liability accruing to the State Water Board, or offer an amendment to the Recipient to reflect the reduced amount. (b) If funding for Project Costs is made available from sources other than this Agreement, the Recipient must notify the Division. The Recipient may retain such funding up to an amount which equals the Recipient's total share of Project Costs. To the extent allowed by requirements of other funding sources, excess funding must be remitted to the State Water Board to be applied to Payments due hereunder, if any.

B.1.2 Estimated Reasonable Cost.

The estimated reasonable cost of the total Project, including associated planning and design costs is twenty million three hundred forty thousand dollars and no cents ($20,340,000.00).

B.1.3 Project Funding Amount.

Subject to the terms of this Agreement, the State Water Board agrees to provide Project Funds not to exceed the amount of the Project Funding Amount set forth on the Cover Page of this Agreement.

B.1.4 [Reserved.]
B.1.5 Budget Costs.
(a) Estimated budget costs are contained in the Summary Project Cost Table below:

TOTAL Requested PROJECT
LINE ITEM ESTIMATED Financing FUNDING

COST AMOUNT
Construction $15,506,000 $15,506,000 $15,506,000
Pre-Purchased Material I Equipment $0 $0 $0
Purchase of Land I Easements $0 $0 $0
Change Order Contingency $2,160,000 $2, 160,000 $2, 160,000 Force Account $0 $0 $0
Allowances (Soft Costs) $2,674,000 $2,674,000 $2,674,000 TOTAL $20,340,000 $20,340,000 $20,340,000
The Division's Final Budget Approval and related Form 259 and Form 260 will document a more detailed budget of eligible Project Costs and Project funding amounts.

Upon written request by the Recipient, the Division may adjust the line items of the Summary Project Cost Table at the time of Division's Final Budget Approval. Upon written request by the Recipient, the Division may also adjust the line items of the Summary Project Cost Table as well as the detailed budget at the time of Recipient's submittal of its final claim. Any line item adjustments to the Summary Project Cost Table that are due to a change in scope of work will require an Agreement amendment. The sum of Exhibit B
272
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-11 O

adjusted line items in both the Summary Project Cost Table and the detailed budget must not exceed the Project Funding Amount. The Division may also propose budget adjustments. (b) Under no circumstances may the sum of line items in the budget approved through the Final Budget Approval process exceed the Project Funding Amount. Any increase in the Project Funding Amount will require an Agreement amendment.

B.1.6 Contingent Disbursement.
(a) The State Water Board's disbursement of funds hereunder is contingent on the Recipient's and the City's compliance with the terms and conditions of this Agreement. (b) The State Water Board's obligation to disburse Project Funds is contingent upon the availability of sufficient funds to permit the disbursements provided for herein. If sufficient funds are not available for any reason, including but not limited to failure of the federal or State government to appropriate funds necessary for disbursement of Project Funds, the State Water Board shall not be obligated to make any disbursements to the Recipient under this Agreement. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any disbursements under this Agreement.

Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for disbursement over any other entity. ff any disbursements due to the Recipient under this Agreement are deferred because sufficient funds are unavailable, it is the intention of the State Water Board that such disbursement will be made to the Recipient when sufficient funds do become available, but this intention is not binding.
(c) Construction costs and disbursements are not available until after the Division has approved the final budget form submitted by the Recipient.
(d) No costs incurred prior to the Eligible Work Start Date are eligible for reimbursement. (e) Construction costs incurred prior to the Eligible Construction Start Date are not eligible for reimbursement.
(f) Failure to proceed according to the timelines set forth in this Agreement may require the Recipient to repay to the State Water Board all disbursed Project Funds. (g) The Recipient agrees to ensure that its final reimbursement request is received by the Division no later than the Final Reimbursement Request Date. If the final reimbursement request is not received timely, the undisbursed balance of this Agreement will be deobligated. (h) The Recipient is not entitled to interest earned on undisbursed funds.

B.1. 7 Reimbursement Procedure.

Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows:
(a) Upon execution and delivery of this Agreement by the parties, the Recipient may request immediate reimbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board of the Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed. To be eligible for reimbursement, Project Costs, including any planning and design allowance costs, must have been incurred in compliance with all applicable requirements, including the state and federal cross-cutting requirements listed in Exhibit C.

Exhibit B
273
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-11 O

(b) The Recipient must submit a reimbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late reimbursement requests may not be honored.
(c) The Recipient may request reimbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval. (d) Additional Project Funds will be promptly disbursed upon receipt of reimbursement request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A.
(e) The Recipient must not request reimbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of reimbursement request. Supporting documentation (e.g., receipts) must be submitted with each reimbursement request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed reimbursement request. Reimbursement requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. (f) The Recipient shall ensure that Project Funds are spent within 30 days of receipt. Any interest earned on Project Funds shall be reported to the State Water Board. The State Water Board may deduct earned interest from future disbursements.
(g) The Recipient shall not request a reimbursement unless that Project Cost is allowable, reasonable, and allocable.
(h) Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations.
(i) No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at http://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx. as of the date costs are incurred.

B.1.8 Withholding of Disbursements.

Notwithstanding any other provision of this Agreement, the State Water Board may withhold all or any portion of the Project Funds upon the occurrence of any of the following events:
(a) The failure to maintain reasonable progress on the Project as determined by the Division; (b) Placement on the ballot or passage of an initiative or referendum to repeal or reduce the taxes, assessments, fees, or charges levied for operation of the System or payment of debt service on System Obligations;
(c) Commencement of litigation or a judicial or administrative proceeding related to the Project, System, or Revenues that the State Water Board determines may impair the timely satisfaction of the obligations under this Agreement;
Exhibit B
274
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

(d) Any investigation by the State Water Board, District Attorney, California State Auditor, Bureau of State Audits, USEPA's Office of Inspector General, the Internal Revenue Service, Securities and Exchange Commission, a grand jury, or any other state or federal agency, relating to the Recipient's or the City's financial management, accounting procedures, or internal fiscal controls; (e) A material adverse change in the condition of the Recipient. the City, the Revenues, or the System, that the Division reasonably determines would materially impair the Recipient's or the City's ability to satisfy their respective obligations under this Agreement, or any other event that the Division reasonably determines would materially impair the Recipient's or the City's ability to satisfy their respective obligations under this Agreement; (f) The Recipient's or the City's material violation of, or threat to materially violate, any term of this Agreement;
(g) Suspicion of fraud, forgery, embezzlement, theft, or any other misuse of public funds by the Recipient, the City, or their employees, or by their contractors or agents regarding the Project or the System;
(h) An event requiring Notice as set forth in Exhibit C, but not including those events listed in this Agreement at C.3.25(d)(vii), (x), (xi), and (xii);
(i) An Event of Default or an event that the Division determines may become an Event of Default.

B.1.9 Fraud and Misuse of Public Funds; Enforcement.

All requests for reimbursement submitted must be accurate and signed by the Recipient's Authorized Representative under penalty of perjury. All costs submitted pursuant to this Agreement must only be for the work or tasks set forth in this Agreement. The Recipient must not submit any invoice containing costs that are ineligible or have been reimbursed from other funding sources unless required and specifically noted as such (i.e., match costs). Any eligible costs for which the Recipient is seeking reimbursement shall not be reimbursed from any other source. Double or multiple billing for time, services, or any other eligible cost is improper and will not be compensated. Any suspected occurrences of fraud, forgery, embezzlement, theft, or any other misuse of public funds may result in suspension of disbursements and, notwithstanding any other section in this Agreement, the termination of this Agreement requiring the repayment of all Project Funds disbursed hereunder. Additionally, the Deputy Director of the Division may request an audit; refer the matter for appropriate administrative action, including but not limited to the recovery of financial assistance provided and the imposition of civil penalties; and/or refer the matter to the Attorney General's Office or the appropriate district attorney's office for criminal prosecution or the imposition of civil liability. A person who knowingly makes or causes to be made any false statement, material misrepresentation, or false certification in any submittal may be subject to a civil penalty, criminal· fine, or imprisonment. (Wat. Code, § 13490 et seq.)
B.2 RECIPIENT'S PAYMENT OBLIGATION, PLEDGE, AND RESERVE B.2.1 Project Costs.

The Recipient must pay any and all costs connected with the Project including, without limitation, any and all Project Costs and Additional Payments. If the Project Funds are not sufficient to pay the Project Costs in full, the Recipient must nonetheless complete the Project and pay that portion of the Project Costs in excess of available Project Funds, and shall not be entitled to any reimbursement therefor from the State Water Board.

B.2.2 Estimated Principal Payment Due.

The estimated amount of principal that will be due to the State Water Board from the Recipient under this Agreement is twenty million three hundred forty thousand dollars and no cents ($20,340,000.00) B.2.3 Interest Rate and In-Lieu of Interest Charges.

Exhibit B
275
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

(a) The Recipient agrees to make all Payments according to the schedule in Exhibit E, and as otherwise set forth herein, at an interest rate of two and six tenths (2.6%) per annum. (b) Interest will accrue beginning with each disbursement. (c) In lieu of, and not to exceed, interest otherwise due under this Agreement, the Recipient agrees to pay the following charge(s), as further set forth in Exhibit E:
• an Administrative Service Charge
• a Small Community Grant Fund Charge
B.2.4 [Reserved.]
B.2.5 Obligation Absolute.

The obligation of the Recipient to make the Payments and other payments required to be made by it under this Agreement, from the Net Revenues and/or other amounts legally available to the Recipient therefor, is absolute and unconditional, and until such time as the Payments and Additional Payments have been paid in full, the Recipient must not discontinue or suspend any Payments or other payments required to be made by it hereunder when due, whether or not the Project, or any related part thereof is operating or operable or has been completed, or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such Payments and other payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatsoever.

B.2.6 Payment Timing.
(a) Beginning one year after Completion of Construction, the Recipient must submit an annual Payment of the principal of the Project Funds, together with all interest accruing thereon. The Recipient must make Payments fully amortizing the total principal of the Project by the Final Payment Date. Payments are based on a standard fully amortized assistance amount with equal annual payments. (b) The remaining balance is the previous balance, plus the disbursements, plus the accrued interest on both, plus any Charge In Lieu of Interest, less the Payment. Payment calculations will be made beginning one (1) year after Completion of Construction. Exhibit Eis a payment schedule based on the provisions of this Exhibit and an estimated disbursement schedule. Actual payments will be based on actual disbursements.
(c) Upon Completion of Construction and submission of necessary reports by the Recipient, the Division will prepare an appropriate payment schedule and supply the same to the Recipient. The Division may amend this schedule as necessary to accurately reflect amounts due under this Agreement. The Division will prepare any necessary amendments to the payment schedule and send them to the Recipient. The Recipient must make each Payment on or before the due date therefor. A ten (10) day grace period will be allowed, after which time a penalty in the amount of costs incurred by the State Water Board will be assessed for late payment. These costs may include, but are not limited to, lost interest earnings, staff time, bond debt service default penalties, if any, and other related costs. For purposes of penalty assessment, payment will be deemed to have been made if payment is deposited in the U.S. Mail within the grace period with postage prepaid and properly addressed. Any penalties assessed will not be added to the assistance amount balance, but will be treated as a separate account and obligation of the Recipient. The interest penalty will be assessed from the payment due date. (d) The Recipient is obligated to make all payments required by this Agreement to the State Water Board, notwithstanding any individual default by its constituents or others in the payment of fees, charges, taxes, assessments, tolls or other charges ("Charges") levied or imposed by the Recipient or the City. The Exhibit B
276
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

Recipient must provide for the punctual payment to the State Water Board of all amounts which become due under this Agreement and which are received from constituents or others in the payment to the Recipient. In the event of failure, neglect or refusal of any officer of the Recipient to levy or cause to be levied any Charge to provide payment by the Recipient under this Agreement, to enforce or to collect such Charge, or to pay over to the State Water Board any money collected on account of such Charge necessary to satisfy any amount due under this Agreement, the State Water Board may take such action in a court of competent jurisdiction as it deems necessary to compel the performance of all duties relating to the imposition or levying and collection of any of such Charges and the payment of the money collected therefrom to the State Water Board. Action taken pursuant hereto shall not deprive the State Water Board of, or limit the application of, any other remedy provided by law or by this Agreement. (e) Each Payment must be paid in lawful money of the United States of America by check or other acceptable form of payment set forth at www.waterboards.ca.gov/make a payment.

The Recipient must pay Payments and Additional Payments from Net Revenues and/or other amounts legally available to the Recipient therefor.

B.2. 7 Pledged Revenues.

B.2. 7.1 Establishment of Enterprise Fund and Reserve Fund.

In order to carry out its System Obligations, the Recipient covenants that it shall establish and maintain or shall have established and maintained the Enterprise Fund. All Revenues received shall be deposited when and as received in trust in the Enterprise Fund. As required in this Exhibit, the Recipient must establish and maintain a Reserve Fund.

B.2.7.2 Pledge of Net Revenues, Enterprise Fund, and Reserve Fund.

The Obligation hereunder shall be secured by a lien on and pledge of the Enterprise Fund, Net Revenues, and any Reserve Fund on parity with the Parity Obligations. The Recipient hereby pledges and grants such lien on and pledge of the Enterprise Fund, Net Revenues, and any Reserve Fund to secure the Obligation, including payment of Payments and Additional Payments hereunder. The City hereby commits to support the Recipient's pledge. The Enterprise Fund, Net Revenues in the Enterprise Fund, and any Reserve Fund shall be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract, or otherwise against the Recipient.

B.2.7.3 Application and Purpose of the Enterprise Fund.

Subject to the provisions of any outstanding System Obligation, money on deposit in the Enterprise Fund shall be applied and used first, to pay Operations and Maintenance Costs, and thereafter, all amounts due and payable with respect to the System Obligations in order of priority. After making all payments hereinabove required to be made in each Fiscal Year, the Recipient may expend in such Fiscal Year any remaining money in the Enterprise Fund for any lawful purpose of the Recipient.

B.2.8 [Reserved.]
B.2.9 No Prepayment.

Pursuant to State Water Board's Debt Management Policy, adopted on October 3, 2017, the Recipient may not prepay any portion of the principal and interest due under this Agreement without the written consent of the Deputy Director of the Division.

Exhibit B
277
B.2.10 Reserve Fund.

City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

Prior to Completion of Construction, the Recipient must establish a restricted Reserve Fund, held in its Enterprise Fund, equal to one year's Debt Service on this Obligation. The Recipient must maintain the Reserve Fund throughout the term of this Agreement. The Reserve Fund is subject to lien and pledged as security for this Obligation, and its use is restricted to payment of this Obligation during the term of this Agreement.

B.3 RATES, FEES AND CHARGES.
(a) The Recipient shall ensure that, to the extent permitted by law, rates, fees and charges for the System are fixed, prescribed, and collected during each Fiscal Year. The Recipient shall ensure that such rates, fees, and charges are reasonable, fair, and nondiscriminatory, and will be sufficient to generate Revenues in the amounts necessary to cover Operations and Maintenance Costs, and must ensure that Net Revenues are equal to the sum of (i) at least 120% of the Maximum Annual Debt Service with respect to all outstanding System Obligations senior to and on parity with the Obligation and (ii) at least 100% of the Maximum Annual Debt Service with respect to all outstanding System Obligations subordinate to the Obligation, so long as System Obligations other than this Obligation are outstanding. Upon defeasance of all System Obligations other than this Obligation, this ratio must be at least 120%, except where System Obligations are defeased pursuant to refunding obligations. (b) The Recipient may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall ensure that the rates, fees and charges then in effect are not reduced unless the Net Revenues from such reduced rates, fees, and charges will at all times be sufficient to meet the requirements of this section. (c) Upon consideration of a voter initiative to reduce Revenues, the Recipient must make a finding regarding the effect of such a reduction on the Recipient's ability to satisfy the rate covenant set forth in this Section. The Recipient must make the findings available to the public. The Recipient's Authorized Representative must request, if necessary, the authorization of the Recipient's decision-maker or decision-making body to file litigation to challenge any such initiative that it finds will render it unable to satisfy the rate covenant set forth in this Agreement and its obligation to operate and maintain the Project for its Useful Life. The Recipient must diligently pursue and bear any and all costs related to such challenge. The Recipient must notify and regularly update the State Water Board regarding the status of any such challenge.

B.4 ADDITIONAL DEBT.
(a) The Recipient's future debt that is secured by Revenues pledged herein may not be senior to this Obligation.
(b) The Recipient may issue additional parity or subordinate debt only if all of the following conditions are met:
i. No Event of Default (or no event with respect to which notice has been given and which, once all notice of grace periods have passed, would constitute an Event of Default) has occurred and is continuing;
ii. Net Revenues in the most recent Fiscal Year, excluding transfers from a rate stabilization fund, if any, plus at the option of the Recipient any Additional Revenues, meet the ratio for rate covenants set forth in this Exhibit with respect to any outstanding and proposed additional obligations;
iii. The Recipient is in compliance with any reserve fund requirement of this Obligation.

Exhibit B
278

8.5 NO LIENS.

City of Santa Paula & Santa Paula Utility Authority
Agreement No.: 02201018
Project No.: C-06-8577-11 O

Neither the Recipient, nor the City, may make any pledge of or place any lien on the Project, System, or Revenues except as otherwise provided or permitted by this Agreement.

Exhibit B
279
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110
~age 23 of 51

EXHIBIT C-GENERAL & PROGRAMMATIC TERMS & CONDITIONS
C.1 REPRESENTATIONS & WARRANTIES.

The Recipient and the City each, individually and only on behalf of themselves, represent, warrant, and commit to the following as of the Eligible Work Start Date and continuing thereafter for the term of this Agreement.

C.1.1 Application and General Recipient Commitments.

Neither the Recipient nor the City has made any untrue statement of a material fact in its application for this financial assistance, or omitted to state in its application a material fact that makes the statements in its application not misleading.

The Recipient and the City each, individually and only on behalf of themselves, agree to comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents.

The Recipient and the City each, individually and only on behalf of themselves, agree to fulfill all assurances, declarations, representations, and commitments in its application, accompanying documents, and communications filed in support of its request for funding under this Agreement.

C.1.2 Authorization and Validity. '
The execution and delivery of this Agreement, including all incorporated documents, has been duly authorized by the Recipient and the City. Upon execution by the parties, this Agreement constitutes a valid and binding obligation of the Recipient and the City, enforceable in accordance with its terms, except as such enforcement may be limited by law.

C.1.3 No Violations.

The execution, delivery, and performance by the Recipient and the City of this Agreement, including all incorporated documents, do not violate any provision of any law or regulation in effect as of the date of execution of this Agreement by the Recipient and the City, or result in any breach or default under any contract, obligation, indenture, or other instrument to which the Recipient and the City are a party or by which the Recipient and the City are bound as of the date of execution of this Agreement by the Recipient and the City.

C.1.4 No Litigation.

There are, as of the date of execution of this Agreement by the Recipient and the City, no pending or, to the Recipient's and the City's knowledge, threatened actions, claims, investigations, suits, or proceedings before any governmental authority, court, or administrative agency which materially affect the financial condition or operations of the Recipient, the City, the System, the Revenues, and/or the Project.

There are no proceedings, actions, or offers by a public entity to acquire by purchase or the power of eminent domain the System or any of the real or personal property related to or necessary for the Project.

Exhibit C
280
C.1.5 Property Rights.

City of Santa Paula & Santa Paula Utility Authority
Agreement No.: 02201018
Project No.: C-06-8577-110

The Recipient and/or the City owns or has sufficient property rights in the Project property for the longer of the Useful Life or the term of this Agreement, either in fee simple or for a term of years that is not subject to third-party revocation during the Useful Life of the Project.

C.1.6 Solvency and Insurance.

None of the transactions contemplated by this Agreement will be or have been made with an actual intent to hinder, delay, or defraud any present or future creditors of the Recipient or any present or future creditors of the City. The Recipient and the City each are solvent and neither will be rendered insolvent by the transactions contemplated by this Agreement. The Recipient and the City each, individualluy and only on behalf of themselves, are able to pay their debts as they become due. The Recipient and the City each maintain sufficient insurance coverage considering the scope of this Agreement, including, for example but not necessarily limited to, general liability, automobile liability, workers compensation and employer liability, professional liability.

C.1. 7 Legal Status and Eligibility.

The Recipient and the City each are duly organized and existing and in good standing under the laws of the State of California. The Recipient and the City each must at all times maintain their current legal existence and preserve and keep in full force and effect its legal rights and authority. The Recipient and the City each, individualluy and only on behalf of themselves, acknowledge that changes to their legal or financial status may affect their eligibility for funding under this Agreement and commit to maintaining their eligibility. Within the preceding ten years, neither the Recipient nor the City have failed to demonstrate compliance with state or federal audit disallowances.

C.1.8 Financial Statements and Continuing Disclosure.

The financial statements of the Recipient and the City previously delivered to the State Water Board as of the date(s) set forth in such financial statements: (a) are materially complete and correct; (b) present fairly the financial condition of the Recipient and the City; and (c) have been prepared in accordance with GAAP. Since the date(s) of such financial statements, there has been no material adverse change in the financial condition of either the Recipient or the City, nor have any assets or properties reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered, except as previously disclosed in writing by the Recipient or the City and approved in writing by the State Water Board.

The Recipient and the City each are current in their continuing disclosure obligations associated with their material debt, if any.

C.1.9 System Obligations
Neither the Recipient nor the City have System Obligations other than those defined in this Agreement.

C.1.10 No Other Material Debt.

Neither the Recipient nor the City have Material Obligations other than System Obligations.

C.1.11 Compliance with State Water Board Funding Agreements.

The Recipient and the City each, individualluy and only on behalf of themselves, represent that they are in compliance with all State Water Board funding agreements to which they are a party.

Exhibit C
281
C.2 DEF AUL TS AND REMEDIES
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: 02201018
Project No.: C-06-8577-110

In addition to any other remedy set forth in this Agreement, the following remedies are available under this Agreement.

C.2.1 Return of Funds; Acceleration; and Additional Payments.

Notwithstanding any other provision of this Agreement, if the Division determines that an Event of Default has occurred, the Recipient may be required, upon demand, immediately to do each of the following:
i. return to the State Water Board any grant or principal forgiveness amounts received pursuant to this Agreement;
ii. accelerate the payment of any principal owed under this Agreement, all of which shall be immediately due and payable;
iii. pay interest at the highest legal rate on all of the foregoing; and iv. pay any Additional Payments.

C.2.2 [Reserved.]
C.2.3 Administrative remedies.

Whenever the State Water Board determines that either the Recipient or the City, a Recipient's or City's contractor, consultant, employee, agent, assignee, or grantee has violated any requirement or term of the Agreement, the State Water Board may impose civil penalties in accordance with Water Code, section 13497. The State Water Board may impose civil liability administratively against the Recipient or the Recipient's consultant or contractor or other agent furnishing any information related to funds disbursed or costs claimed for reimbursement if the Recipient or the Recipient's consultant or contractor or other agent fails to personally attest that the information is true, accurate, and complete the best of one's knowledge. (Wat. Code,§ 13498.) The State Water Board may impose civil liability administratively against any person who makes a misrepresentation in any submittal to the State Water Board, including, but not limited to, an application, report, certification, record, invoice, form, or other document that is submitted to the State Water Board relating to a financial assistance agreement. (Wat. Code, § 13499.) C.2.4 Judicial remedies.

Whenever the State Water Board determines that an Event of Default shall have occurred, the State Water Board may enforce its rights under this Agreement by any judicial proceeding, whether at law or in equity. Without limiting the generality of the foregoing, the State Water Board may:
i. by suit in equity, require the Recipient to account for amounts relating to this Agreement as if the Recipient were the trustee of an express trust; ii. by mandamus or other proceeding, compel the performance by the Recipient and any of its officers, agents, and employees of any duty under the law or of any obligation or covenant under this Agreement, including but not limited to the imposition and collection of rates for the services of the System sufficient to meet all requirements of this Agreement; and
iii. take whatever action at law or in equity as may appear necessary or desirable to the State Water Board to collect the Payments then due or thereafter to become due, or to enforce performance of any obligation or covenant of the Recipient under this Agreement.

Exhibit C
282
C.2.5 Termination.

City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

Upon an Event of Default, the State Water Board may terminate this Agreement. Interest shall accrue on all amounts due at the highest legal rate of interest from the date that the State Water Board delivers notice of termination to the Recipient.

C.2.6 Damages for Breach of Tax-Exempt Status.

In the event that any breach of any of the provisions of this Agreement by either the Recipient or the City results in the loss of tax-exempt status for any bonds of the State or any subdivision or agency thereof, or if such breach results in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government by reason of any arbitrage profits, the Recipient must immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach.

C.2.7 Damages for Breach of Federal Conditions.

In the event that any breach of any of the provisions of this Agreement by the Recipient results in the failure of Project Funds to be used pursuant to the provisions of this Agreement, or if such breach results in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government, the Recipient must immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by .or loss incurred by the State or any subdivision or agency thereof due to such breach.

C.2.8 Remedies and Limitations.

None of the remedies available to the State Water Board shall be exclusive of any other remedy, and each such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. The State Water Board may exercise any remedy, now or hereafter existing, without exhausting and without regard to any other remedy.

Any claim of the Recipient or the City is limited to the rights and remedies provided to each under this Agreement and is subject to the claims procedures provided to the Recipient and the City under this Agreement.

C.2.9 Non-Waiver.

Nothing in this Agreement shall affect or impair the Recipient's Obligation to pay Payments as provided herein or shall affect or impair the right of the State Water Board to bring suit to enforce such payment.

No delay or omission of the State Water Board in the exercise of any right arising upon an Event of Default shall impair any such right or be construed to be a waiver of any such Event of Default. The State Water Board may exercise from time to time and as often as shall be deemed expedient by the State Water Board, any remedy or right provided by law or pursuant to this Agreement.

C.2.10 Status Quo.

If any action to enforce any right or exercise any remedy shall be brought and either discontinued or determined adversely to the State Water Board, then the State Water Board shall be restored to its former position, rights and remedies as if no such action had been brought.

C.3 STANDARD CONDITIONS
C.3.1 Access, Inspection, and Public Records.

Exhibit C
283
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: 02201018
Project No.: C-06-8577-110

The Recipient and the City each must ensure that the State Water Board, the Governor of the State, the USEPA, the USEPA's Office of Inspector General,. any member of Congress, or any authorized representative of the foregoing, will have safe and suitable access to the Project site at all reasonable times during Project construction and thereafter for the term of the Agreement. The Recipient and the City each, individualluy and only on behalf of themselves, acknowledge that, except for a subset of information regarding archaeological records, the Project records and locations are public records, including but not limited to all of the submissions accompanying the application, all of the documents incorporated into this Agreement by reference, and all reports, reimbursement requests, and supporting documentation submitted hereunder.

C.3.2 Accounting and Auditing Standards; Financial Management Systems; Records Retention. (a) Both the Recipient and the City must maintain project accounts according to GAAP as issued by the Governmental Accounting Standards Board (GASB) or its successor. Both the Recipient and the City must maintain GAAP-compliant project accounts, including GAAP requirements relating to the reporting of infrastructure assets.
(b) Both the Recipient and the City must comply with federal standards for financial management systems. The Recipient and the City each, individualluy and only on behalf of themselves, agree that, at a minimum, its fiscal control and accounting procedures will be sufficient to permit preparation of reports required by the federal government and tracking of Project funds to a level of expenditure adequate to establish that such funds have not been used in violation of federal or state law or the terms of this Agreement. To the extent applicable, the Recipient and the City each are bound by, and must comply with, the provisions and requirements of the federal Single Audit Act of 1984 and 2 CFR Part 200, subpart F, and updates or revisions, thereto.
(c) Without limitation of the requirement to maintain Project accounts in accordance with GAAP, the Recipient and the City must:
i. Establish an official file for the Project which adequately documents all significant actions relative to the Project;
ii. Establish separate accounts which will adequately and accurately depict all amounts received and expended on the Project, including all assistance funds received under this Agreement;
iii. Establish separate accounts which will adequately depict all income received which is attributable to the Project, specifically including any income attributable to assistance funds disbursed under this Agreement;
iv. Establish an accounting system which will accurately depict final total costs of the Project, including both direct and Indirect Costs;
v. Establish such accounts and maintain such records as may be necessary for the State to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations; and
vi. If Force Account is used by the Recipient or the City for any phase of the Project, other than for planning, design, and construction engineering and administration provided for by allowance, accounts will be established which reasonably document all employee hours charged to the Project and the associated tasks performed by each employee. (d) The Recipient and the City must maintain separate books, records and other material relative to the Project. The Recipient and the City each must also retain such books, records, and other material for itself and for each contractor or subcontractor who performed or performs work on this project for a minimum of thirty-six (36) years after Completion of Construction. The Recipient and the City each must require that such books, records, and other material are subject at all reasonable times (at a minimum during normal business hours) to inspection, copying, and audit by the State Water Board, the California State Auditor, the Bureau of State Audits, the USEPA, the USEPA's Office of Inspector General, the Exhibit C
284
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

Internal Revenue Service, the Governor, or any authorized representatives of the aforementioned. The Recipient and the City each must allow and must require their contractors to allow interviews during normal business hours of any employees who might reasonably have information related to such records.

The Recipient and the City each, individualluy and only on behalf of themselves, agree to include a similar duty regarding audit, interviews, and records retention in any contract or subcontract related to the performance of this Agreement. The provisions of this section survive the term of this Agreement.

C.3.3 Amendment.

No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties.

Requests for amendments must be in writing and directed to the contact listed in Section 4 and to the Division's Chief of Loans and Grants Administration Section.

C.3.4 Assignability.

This Agreement is not assignable by either the Recipient or the City, either in whole or in part, without the consent of the State Water Board in the form of a formal written amendment to this Agreement.

C.3.5 Audit.
(a) The Division may call for an audit of financial information relative to the Project if the Division determines that an audit is desirable to assure program integrity or if an audit becomes necessary because of state or federal requirements. If an audit is called for, the audit must be performed by a certified public accountant independent of the Recipient and independent the City and at the cost of the Recipient and/or the City. The audit must be in the form required by the Division. (b) Audit disallowances must be returned to the State Water Board.

C.3.6 Bonding.

Where contractors are used, the Recipient must not authorize construction to begin until each contractor has furnished a performance bond in favor of the Recipient in the following amounts: faithful performance (100%) of contract value; labor and materials (100%) of contract value. This requirement shall not apply to any contract for less than $25,000.00.

C.3. 7 Competitive Bidding
The Recipient and the City each must adhere to any applicable state law or local ordinance for competitive bidding and applicable labor laws.

C.3.8 Compliance with Applicable Laws, Rules, and Requirements.

The Recipient and the City each must, at all times, comply with and require its contractors and subcontractors to comply with all applicable federal and state laws, rules, guidelines, regulations, and requirements. Without limitation of the foregoing, to the extent applicable, the Recipient and the City each must:
(a) Comply with the provisions of the adopted environmental mitigation plan, if any, for the term of this Agreement;
(b) Comply with the Policy; and
Exhibit C
285
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

(c) Comply with and require compliance with the state and federal requirements set forth elsewhere in this Agreement.

C.3.9 Computer Software.

The Recipient and the City each, individualluy and only on behalf of themselves, certify that they have appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws.

C.3.10 Conflict of Interest.

The Recipient and the City each, individualluy and only on behalf of themselves, certify that their owners, officers, directors, agents, representatives, and employees are in compliance with applicable state and federal conflict of interest laws.

C.3.11 Continuous Use of Project; No Lease, Sale, Transfer of Ownership, or Disposal of Project.

The Recipient and the City each agree that, except as provided in this Agreement, it will not abandon, substantially discontinue use of, lease, sell, transfer ownership of, or dispose of all or a significant part or portion of the Project during the Useful Life of the Project without prior written approval of the Division.

Such approval may be conditioned as determined to be appropriate by the Division, including a condition requiring repayment of all disbursed Project Funds or all or any portion of all remaining funds covered by this Agreement together with accrued interest and any penalty assessments that may be due.

C.3.12 Data Management.

The Recipient and the City will undertake appropriate data management activities so that Project data can be incorporated into statewide data systems.

C.3.13 Disputes.
(a) The Recipient may appeal a staff decision within 30 days to the Deputy Director of the Division or designee, for a final Division decision. The Recipient may appeal a final Division decision to the State Water Board within 30 days. The Office of the Chief Counsel of the State Water Board will prepare a summary of the dispute and make recommendations relative to its final resolution, which will be provided to the State Water Board's Executive Director and each State Water Board Member. Upon the motion of any State Water Board Member, the State Water Board will review and resolve the dispute in the manner determined by the State Water Board. Should the State Water Board determine not to review the final Division decision, this decision will represent a final agency action on the dispute. (b) This clause does not preclude consideration of legal questions, provided that nothing herein shall be construed to make final the decision of the State Water Board, or any official or representative thereof, on any question of law.
(c) The Recipient and the City each must continue with the responsibilities under this Agreement during any dispute.
(d) This section relating to disputes does not establish an exclusive procedure for resolving claims within the meaning of Government Code sections 930 and 930.4.

C.3.14 [Reserved.]
Exhibit C
286
C.3.15 Environmental Clearance.

City of Santa Paula & Santa Paula Utility Authority
Agreement No.: 02201018
Project No.: C-06-8577-110

(a) No work that is subject to CEQA or NEPA may proceed under this Agreement unless the State Water Board has provided environmental clearance. The State Water Board may require changes in the scope of work or additional mitigation as a condition to providing construction or implementation funding under this Agreement. Neither the Recipient nor the City shall perform any work subject to CEQA and/or NEPA before the State Water Board completes its environmental review and specifies any changes in scope or additional mitigation that may be required. Proceeding with work subject to CEQA and/or NEPA without approval by the State Water Board shall constitute a breach of a material provision of this Agreement.
(b) If this Project includes modification of a river or stream channel, the Recipient must fully mitigate environmental impacts resulting from the modification. The Recipient must provide documentation that the environmental impacts resulting from such modification will be fully mitigated considering all of the impacts of the modification and any mitigation, environmental enhancement, and environmental benefit resulting from the Project, and whether, on balance, any environmental enhancement or benefit equals or exceeds any negative environmental impacts of the Project.

C.3.16 Governing Law.

This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California.

C.3.17 Income Restrictions.

The Recipient agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Recipient under this Agreement must be paid to the State Water Board, to the extent that they are properly allocable to costs for which the Recipient has been reimbursed by the State Water Board under this Agreement.

C.3.18 Indemnification and State Reviews.

The parties agree that review or approval of Project plans and specifications by the State Water Board is for administrative purposes only, including conformity with application and eligibility criteria, and expressly not for the purposes of design defect review or construction feasibility, and does not relieve either the Recipient or the City of the responsibility to properly plan, design, construct, operate, and maintain the Project. To the extent permitted by law, the Recipient and the City each agree to indemnify, defend, and hold harmless the State Water Board, the Bank, and any trustee, and their officers, employees, and agents for the Bonds, if any (collectively, "Indemnified Persons"), against any loss or liability arising out of any claim or action brought against any Indemnified Persons from and against any and all losses, claims, damages, liabilities, or expenses, of every conceivable kind, character, and nature whatsoever arising out of, resulting from, or in any way connected with (1) the System or the Project or the conditions, occupancy, use, possession, conduct, or management of, work done in or about, or the planning, design, acquisition, installation, or construction, of the System or the Project or any part thereof; (2) the carrying out of any of the transactions contemplated by this Agreement or any related document; (3) any violation of any applicable law, rule or regulation, any environmental law (including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the California Hazardous Substance Account Act, the Federal Water Pollution Control Act, the Clean Air Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Safe Drinking Water Act, the California Hazardous Waste Control Law, and California Water Code Section 13304, and any successors to said laws), rule or regulation or the release of any toxic substance on or near the System or the Project; or (4) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements required to be stated therein, in light of the circumstances under which they were made, not misleading Exhibit C
287
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: 02201018
Project No.: C-06-8577-110

with respect to any information provided by the Recipient or the City for use in any disclosure document utilized in connection with any of the transactions contemplated by this Agreement, except those arising from the gross negligence or willful misconduct of the Indemnified Persons. The Recipient and the City must also provide for the defense and indemnification of the Indemnified Persons in any contractual provision extending indemnity to the Recipient or the City in any contract let for the performance of any work under this Agreement, and must cause the Indemnified Persons to be included within the scope of any provision for the indemnification and defense of the Recipient or the City in any contract or subcontract. To the fullest extent permitted by law, the Recipient and the City each, individualluy and only on behalf of themselves, agree to pay and discharge any judgment or award entered or made against Indemnified Persons with respect to any such claim or action, and any settlement, compromise or other voluntary resolution. The provisions of this section survive the term of this Agreement.

C.3.19 Independent Actor.

The Recipient, the City, and their agents and employees, if any, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees, or agents of the State Water Board.

C.3.20 Integration.

This Agreement constitutes the complete and final agreement between the parties. No oral or written understanding or agreement not incorporated in this Agreement shall be binding on either party.

C.3.21 Leveraging Covenants.
(a) Notwithstanding any other provision hereof, the Recipient covenants and agrees that it will comply with the Tax Covenants set forth in Exhibit F of this Agreement. (a) The Recipient and the City covenant to furnish such financial, operating and other data pertaining to the Recipient or the City as may be requested by the State Water Board to: (i) enable the State Water Board to cause the issuance of Bonds and provide for security therefor; or (ii) enable any underwriter of Bonds issued for the benefit of the State Water Board to comply with Rule 15c2-12(b)(5). (b) The Recipient and the City each further covenant to provide the State Water Board with copies of all continuing disclosure documents or reports that are disclosed pursuant to (i) the continuing disclosure undertaking or undertakings made in connection with any outstanding System Obligation, (ii) the terms of any outstanding System Obligation, or (iii) a voluntary disclosure of information related to an outstanding System Obligation. The Recipient and the City must disclose such documents or reports to the State Water Board at the same time such documents or reports are submitted to any dissemination agent, trustee, nationally recognized municipal securities information repository, the Municipal Securities Rulemaking Board's Electronic Municipal Market Access (EMMA) website or other person or entity.

C.3.22 No Discrimination.
(a) The Recipient and the City each must comply with Government Code section 11135 and the implementing regulations (Cal. Code Regs, tit. 2, § 11140 et seq.), including, but not limited to, ensuring that no person is unlawfully denied full and equal access to the benefits of, or unlawfully subjected to discrimination in the operation of, the Project or System on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation as such terms are defined under California law, for as long as the Recipient retains ownership or possession of the Project. (b) If Project Funds are used to acquire or improve real property, the Recipient must include a covenant of nondiscrimination running with the land in the instrument effecting or recording the transfer of such real property.

Exhibit C
288
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

(c) The Recipient and the City each must comply with the federal American with Disabilities Act of 1990 and implementing regulations as required by Government Code section 11135(b). (d) The Recipient's and the City's obligations under this section shall survive the term of this Agreement.
(e) During the performance of this Agreement, the Recipient, the City, and their contractors and subcontractors must not unlawfully discriminate, harass, or allow harassment against any employE?e or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, denial of family care leave, or genetic information, gender, gender identity, gender expression, or military and veteran status.
(f) The Recipient, the City, and their contractors and subcontractors must ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.
(g) The Recipient, the City, and their contractors and subcontractors must comply with the provisions of the Fair Employment and Housing Act and the applicable regulations promulgated thereunder. (Gov.

Code, §12990, subds. (a)-(f) et seq.;Cal. Code Regs., tit. 2, § 7285 et seq.) Such regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full. (h) The Recipient, the City, and their contractors and subcontractors each must comply with all applicable federal civil rights regulations, including statutory and national policy requirements. (2 CFR § 200.300). This includes, to the greatest extent practicable and to the extent permitted by law, the requirement to respect and protect the freedom of persons and organizations to engage in political and religious speech. (Executive Order 13798).
(i) The Recipient, the City, and their contractors and subcontractors must give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

U) The Recipient and the City each must include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement.

C.3.23 No Third Party Rights.

The parties to this Agreement do not create rights in, or grant remedies to, any third party as a beneficiary of th is Agreement, or of any duty, covenant, obligation, or undertaking established herein.

C.3.24 No Obligation of the State.

Any obligation of the State Water Board herein contained shall not be an obligation, debt, or liability of the State and any such obligation shall be payable solely out of the moneys encumbered pursuant to this Agreement.

C.3.25 Notice.

Upon the occurrence of any of the following events, the Recipient and the City each must provide notice as set forth below.

Exhibit C
289
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

(a) Within 24 hours of the following, the Recipient must notify the Division by phone at (916) 327-9978 and by email to [email protected] and [email protected] and
[email protected]:
i. The seizure of, or levy on, any Revenues securing this Agreement; ii. Any discovery of any potential tribal cultural resource and/or archaeological or historical resource. Should a potential tribal cultural resource and/or archaeological or historical resource be discovered during construction or Project implementation, the Recipient must ensure that all work in the area of the find will cease until a qualified archaeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the Division has determined what actions should be taken to protect and preserve the resource.

The Recipient must implement appropriate actions as directed by the Division. (b) Within five (5) business days, the Recipient or the City must notify the Division by phone at (916) 327-9978; by email to [email protected] [email protected] and [email protected] and [email protected]; and by mail to the contact address set forth in Section 4 of this Agreement of the occurrence of any of the following events:
i. Bankruptcy, insolvency, receivership or similar event of the Recipient or the City, or actions taken in anticipation of any of the foregoing; ii. Change of ownership of the Project or the System or change of management or service contracts, if any, for operation of the System; iii. Loss, theft, damage, or impairment to Project, the Revenues or the System; iv. Failure to meet any debt service coverage test in Exhibit B of this Agreement; v. Draws on the Reserve Fund;
vi. Listed Events and Events of Default, except as otherwise set forth in this section; vii. Failure to observe or perform any covenant or comply with any condition in this Agreement;
viii. An offer from a public entity to purchase the Project or the System or any portion thereof, or any of the real or personal property related to or necessary for the Project;
ix. A proceeding or action by a public entity to acquire the Project or the System by power of eminent domain;
x. lncurrence of a System Obligation or other Material Obligation by the Recipient or the City; or
xi. A default, event of acceleration, termination event, modification of terms, or other similar event under the terms of a System Obligation or other Material Obligation of the Recipient or the City, any of which reflect financial difficulties. (c) Within ten (10) business days, the Recipient or the City must notify the Division by phone at (916) 327-9978, by email to [email protected] and [email protected] and [email protected], and by mail to the contact address set forth in Section 4 of this Agreement of the following events:
i. Material defaults on Material Obligations, other than this Obligation; ii. Unscheduled draws on material debt service reserves or credit enhancements, reflecting financial difficulties;
iii. Substitution of credit or liquidity providers, if any or their failure to perform; iv. Any litigation pending or threatened with respect to the Project or the Recipient's or the City's technical, managerial or financial capacity to operate the System or Exhibit C
290
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

the Recipient's continued existence, or any judgment or court order relating to such litigation that has a significant effect on the Project or the System; v. Circulation of a petition to repeal, reduce, or otherwise challenge the rates for services of the System;
vi. Consideration of dissolution, or disincorporation, or any other event that could materially impair the Revenues;
vii. Adverse tax opinions, the issuance by the Internal Revenue Service or proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices of determinations with respect to the tax status of any tax-exempt bonds;
viii. Rating changes on outstanding System Obligations, if any; ix. Enforcement actions by or brought on behalf of the State Water Board or Regional Water Board; or
x. Any investigation by the District Attorney, California State Auditor, Bureau of State Audits, USEPA's Office of Inspector General, the Internal Revenue Service, Securities and Exchange Commission, a grand jury, or any other state or federal agency, relating to the Recipient's or the City's financial management, accounting procedures, or internal fiscal controls;
(d) The Recipient or the City must notify the Division promptly by phone at (916) 327-9978, by email to [email protected] and
[email protected] and [email protected], and by mail to the contact address set forth in Section 4 of this Agreement of any of the following events:
i. The discovery of a false statement of fact or representation made in this Agreement or in the application to the Division for this financial assistance, or in any certification, report, or request for reimbursement made pursuant to this Agreement, by the Recipient or the City, their employees, agents, or contractors; ii. Any substantial change in scope of the Project. The Recipient must undertake no substantial change in the scope of the Project until prompt written notice of the proposed change has been provided to the Division and the Division has given written approval for the change;
iii. Cessation of all major construction work on the Project where such cessation of work is expected to or does extend for a period of thirty (30) days or more; iv. Any circumstance, combination of circumstances, or condition, which is expected to or does delay Completion of Construction for a period of ninety (90) days or more;
v. Discovery of any unexpected endangered or threatened species, as defined in the federal Endangered Species Act. Should a federally protected species be unexpectedly encountered during construction of the Project, the Recipient agrees to promptly notify the Division. This notification is in addition to the Recipient's obligations under the federal Endangered Species Act; vi. Any Project monitoring, demonstration, or other implementation activities required in Exhibit A or Exhibit D of this Agreement, if any; vii. Any public or media event publicizing the accomplishments and/or results of this Agreement and provide the opportunity for attendance and participation by state representatives with at least ten (10) working days' notice to the Division; viii. Any allegation of research misconduct involving research activities that are supported in whole or in part with EPA funds under this Project, as required by Exhibit C.4.3(xxvii);
ix. Any events requiring notice to the Division pursuant to the provisions of this Agreement;
x. Completion of Construction of the Project, and actual Project Completion; Exhibit C
291
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

xi. The award of the prime construction contract for the Project; xii. Initiation of construction of the Project.

C.3.26 Operation and Maintenance; Insurance.

The Recipient agrees to ensure that all portions of the System are sufficiently and properly staffed, operated, and maintained during the Useful Life of the Project in accordance with all applicable state and federal laws, rules, and regulations. The City agrees to sufficiently and properly staff, operate and maintain all portions of the System during the Useful Life of the Project in accordance with all applicable state and federal laws, rules, and regulations.

The Recipient will procure and maintain or cause to be maintained insurance on the System with responsible insurers, or as part of a reasonable system of self-insurance, in such amounts and against such risks (including damage to or destruction of the System) as are usually covered in connection with systems similar to the System. Such insurance may be maintained by a self-insurance plan so long as such plan provides for (i) the establishment by the Recipient of a separate segregated self-insurance fund in an amount determined (initially and on at least an annual basis) by an independent insurance consultant experienced in the field of risk management employing accepted actuarial techniques and (ii) the establishment and maintenance of a claims processing and risk management program.

In the event of any damage to or destruction of the System caused by the perlls covered by such insurance, the net proceeds thereof shall be applied to the reconstruction, repair or replacement of the damaged or destroyed portion of the System. The Recipient must begin such reconstruction, repair or replacement as expeditiously as possible, and must pay out of such net proceeds all costs and expenses in connection with such reconstruction, repair or replacement so that the same must be completed and the System must be free and clear of all claims and liens. If such net proceeds are insufficient to reconstruct, repair, or restore the System to the extent necessary to enable the Recipient to pay all remaining unpaid principal portions of the Payments, if any, in accordance with the terms of this Agreement, the Recipient must provide additional funds to restore or replace the damaged portions of the System.

The Recipient agrees that for any policy of insurance concerning or covering the construction of the Project, it will cause, and will require its contractors and subcontractors to cause, a certificate of insurance to be issued showing the State Water Board, its officers, agents, employees, and servants as additional insured; and must provide the Division with a copy of all such certificates prior to the commencement of construction of the Project.

C.3.27 Permits, Subcontracting, and Remedies.

The Recipient must procure all permits, licenses and other authorizations necessary to accomplish the work contemplated in this Agreement, pay all charges and fees, and give all notices necessary and incidental to the due and lawful prosecution of the work. Signed copies of any such permits or licenses must be submitted to the Division before any construction begins. r
Neither the Recipient nor the City may contract or allow subcontracting with excluded parties. Neither the Recipient nor the City may contract with any party who is debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which this funding is authorized. For any work related to this Agreement, neither the Recipient nor the City may contract with any individual or organization on the State Water Board's List of Disqualified Businesses and Persons that is identified as debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which funding under this Agreement is authorized.

The State Water Board's List of Disqualified Businesses and Persons is located at http://www.waterboards.ca.gov/water issues/programs/enforcemenUfwa/dbp.shtml Exhibit C
292
C.3.28 Professionals.

City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

The Recipient and the City each agree that only licensed professionals will be used to perform services under this Agreement where such services are called for. All technical reports required pursuant to this Agreement that involve planning, investigation, evaluation, design, or other work requiring interpretation and proper application of engineering, architectural, or geologic sciences, shall be prepared by or under the direction of persons registered to practice in California pursuant to Business and Professions Code, sections 5536.1, 6735, 7835, and 7835.1. To demonstrate compliance with California Code of Regulations, title 16, sections 415 and 3065, all technical reports must contain a statement of the qualifications of the responsible registered professional(s). As required by these laws, completed technical reports must bear the signature(s) and seal(s) of the registered professional(s) in a manner such that all work can be clearly attributed to the professional responsible for the work.

C.3.29 Prevailing Wages.

The Recipient and the City each agree to be bound by all applicable provisions of State Labor Code regarding prevailing wages. The Recipient and the City must monitor all agreements subject to reimbursement from this Agreement to ensure that the prevailing wage provisions of the State Labor Code are being met.

In addition, the Recipient and the City each agree to comply with the Davis-Bacon provisions incorporated by reference in Section 3 of this Agreement.

C.3.30 Public Funding.

This Project is publicly funded. Any service provider or contractor with which a Recipient contracts must not have any role or relationship with the Recipient, that, in effect, substantially limits the Recipient's ability to exercise its rights, including cancellation rights, under the contract, based on all the facts and circumstances.

C.3.31 Responsibility for Work.

The Recipient shall be responsible for all work and for persons or entities engaged in work performed pursuant to this Agreement, including, but not limited to, contractors, subcontractors, suppliers, and providers of services. The Recipient shall be responsible for responding to any and all disputes arising out of its contracts for work on the Project. The State Water Board will not mediate disputes between the Recipient or the City and any other entity concerning responsibility for performance of work.

C.3.32 Related Litigation.

Under no circumstances may the Recipient or the City use funds from any reimbursement under this Agreement to pay costs associated with any litigation the Recipient or the City pursues against the State Water Board or any Regional Water Quality Control Board. Regardless of the outcome of any such litigation, and notwithstanding any conflicting language in this Agreement, the Recipient agrees to repay all of the disbursed funds plus interest in the event that the Recipient does not complete the project.

C.3.33 Rights in Data.

The Recipient and the City each agree that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes, and other written or graphic work produced in the performance of this Agreement are subject to the rights of the State as set forth in this section. The State shall have the right to reproduce, publish, and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Recipient and the City may copyright the same, except that, as to any work which is copyrighted by the Recipient or Exhibit ·c
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Project No.: C-06-8577-110

the City, the State reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so, and to receive electronic copies from the Recipient and the City upon request.

C.3.34 State Water Board Action; Costs and Attorney Fees.

Any remedy provided in this Agreement is in addition to and not in derogation of any other legal or equitable remedy available to the State Water Board as a result of breach of this Agreement by the Recipient or the City, whether such breach occurs before or after completion of the Project, and exercise of any remedy provided by this Agreement by the State Water Board shall not preclude the State Water Board from pursuing any legal remedy or right which would otherwise be available. In the event of litigation involving the parties hereto arising from this Agreement, it is agreed that each party shall bear its own costs and attorney fees.

C.3.35 Timeliness.

Time is of the essence in this Agreement.

C.3.36 Unenforceable Provision.

In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

C.3.37 Venue.

Any action arising out of this Agreement shall be filed and maintained in the Superior Court in and for the County of Sacramento, California.

C.3.38 Waiver and Rights of the State Water Board.

Any waiver of rights by the State Water Board with respect to a default or other matter arising under this Agreement at any time shall not be considered a waiver of rights with respect to any other default or matter. Any rights and remedies of the State Water Board provided for in this Agreement are in addition to any other rights and remedies provided by law.

C.4 MISCELLANEOUS STATE AND FEDERAL REQUIREMENTS
C.4.1 Russian Sanctions.

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State Water Board determine Recipient is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Agreement. The State Water Board shall provide Recipient advance written notice of such termination, allowing Recipient at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State Water Board.

The Recipient and the City each, individually and only on behalf of themselves, represent that the Recipient and the City are not a target of economic sanctions imposed in response to Russia's actions in Ukraine imposed by the United States government or the State of California. Both the Recipient and the Exhibit C
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City of Santa Paula & Santa Paula Utility Authority
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Project No.: C-06-8577-11 O

City are required to comply with the economic sanctions imposed in response to Russia's actions in Ukraine, including with respect to, but not limited to, the federal executive orders identified in California Executive Order N-6-22, located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-RussiaUkraine-Executive-Order.pdf and the sanctions identified on the United States Department of the Treasury website (https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-andcountrv-information/ukraine-russia-related-sanctions). The Recipient and the City are required to comply with all applicable reporting requirements regarding compliance with the economic sanctions, including, but not limited to, those reporting requirements set forth in California Executive Order N-6-22 for all recipients with one or more agreements with the State of California with an aggregated value of Five Million Dollars ($5,000,000) or more. Notwithstanding any other provision in this Agreement, failure to comply with the economic sanctions and all applicable reporting requirements may result in termination of this Agreement.

For recipients with an aggregated agreement value of Five Million Dollars ($5,000,000) or more with the State of California, reporting requirements include, but are not limited to, information related to steps taken in response to Russia's actions in Ukraine, including but not limited to:

1. Desisting from making any new investments or engaging in financial transactions with Russian institutions or companies that are headquartered or have their principal place of business in Russia;

2. Not transferring technology to Russia or companies that are headquartered or have their principal place of business in Russia; and

3. Direct support to the government and people of Ukraine.

C.4.2 State Cross-Cutters.

The Recipient and the City each, individually and only on behalf of themselves, represent that, as applicable, they comply and covenant to maintain compliance with the following for the term of the Agreement:
i. The California Environmental Quality Act (CEQA), as set forth in Public Resources Code 21000 et seq. and in the CEQA Guidelines at Title 14, Division 6, Chapter 3, Section 15000 et seq. ii. Water Conservation requirements, including regulations in Division 3 of Title 23 of the California Code of Regulations.
iii. Monthly Water Diversion Reporting requirements, including requirements set forth in Water Code section 5103.
iv. Public Works Contractor Registration with Department of Industrial Relations requirements, including requirements set forth in Sections 1725.5 and 1771.1 of the Labor Code. v. Volumetric Pricing & Water Meters requirements, including the requirements of Water Code sections 526 and 527.
vi. Urban Water Management Plan requirements, including the Urban Water Management Planning Act (Water Code,§ 10610 et seq.).
vii. Urban Water Demand Management requirements, including the requirements of Section 10608.56 of the Water Code.

Exhibit C
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City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

viii. Delta Plan Consistency Findings requirements, including the requirements of Water Code section 85225 and California Code of Regulations, title 23, section 5002. ix. Agricultural Water Management Plan Consistency requirements, including the requirements of Water Code section 10852.
x. Charter City Project Labor Requirements, including the requirements of Labor Code section 1782 and Public Contract Code section 2503.
xi. The Recipient agrees that it will, at all times, comply with and require its contractors and subcontractors to comply with directives or orders issued pursuant to Division 7 of the Water Code.
xii. Regulations in Division 4 of Title 22 of the California Code of Regulations, including but not limited to California Waterworks Standards in Chapter 16, and Lead and Copper regulations in Chapter 17.5.

C.4.3 Federal Requirements and Cross-Cutters for SRF Funding.

The Recipient and the City each, individually and only on behalf of themselves, acknowledge, warrant compliance with, and covenant to continuing compliance with the following federal terms and conditions for the Useful Life of the Project:
i. Unless the Recipient has obtained a waiver from US EPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient shall not purchase "iron and steel products" prpduced outside of the United States on this Project. Unless the Recipient has obtained a waiver from USE PA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient hereby certifies that all "iron and steel products" used in the Project were or will be produced in the United States. For purposes of this section, the term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. "Steel" means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbon, and may include other elements.
ii. The Recipient must include in full the Wage Rate Requirements (Davis-Bacon) language incorporated by reference in Section 3 of this Agreement in all construction contracts and subcontracts.
iii. The Recipient must comply with the signage requirements set forth in Exhibit A. iv. The Recipient shall notify the State Water Board and the USEPA contact of public or media events publicizing the accomplishment of significant events related to this Project and provide the opportunity for attendance and participation by federal representatives with at least ten (10) working days' notice.
v. The Recipient and the City each shall comply with applicable EPA general terms and conditions found at EPA General Terms and Conditions effective October 1, 2022 or later I US EPA. vi. No Recipient may receive funding under this Agreement unless it has provided its Unique Entity Identifier, assigned by the System for Award management, to the State Water Board.

Exhibit C
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City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-11 O

vii. The Recipient represents and warrants that they and their principals are not excluded or disqualified from participating in this transaction as such terms are defined in Parts 180 and 1532 of Title 2 of the Code of Federal Regulations (2 CFR). If a Recipient is excluded after execution of this Agreement, the Recipient shall notify the Division within ten (10) days and shall inform the Division of the Recipient's exclusion in any request for amendment of this Agreement. The Recipient shall comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR. Such compliance is a condition precedent to the State Water Board's performance of its obligations under this Agreement. When entering into a covered transaction as defined in Parts 180 and 1532 of 2 CFR, the Recipient shall require the other party to the covered transaction to comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR.
viii. To the extent applicable, the Recipient and the City shall disclose to the State Water Board any potential conflict of interest consistent with USEPA's Final Financial Assistance Conflict of Interest Policy at https://www.epa.gov/grants/epas-final-financial-assistance-conflict-interestQ.Q!l.gy. A conflict of interest may result in disallowance of costs. ix. USEPA and the State Water Board have the right to reproduce, publish, use and authorize others to reproduce, publish and use copyrighted works or other data developed under this assistance agreement.
x. Where an invention is made with Project Funds, US EPA and the State Water Board ,retain the right to a worldwide, nonexclusive, nontransferable, irrevocable, paid-up license to practice the invention owned by the Recipient. The Recipient must utilize the lnteragency Edison extramural invention reporting system at http://iEdison.gov and shall notify the Division when an invention report, patent report, or utilization report is filed.
xi. The Recipient agrees that any reports, documents, publications or other materials developed for public distribution supported by this Agreement shall contain the Disclosure statement set forth in Exhibit A
xii. The Recipient acknowledges that they are encouraged to follow guidelines established under Section 508 of the Rehabilitation Act, codified at 36 CFR Part 1194, with respect to enabling individuals with disabilities to participate in its programs supported by this Project. xiii. The Recipient, the City, and their employees, contractors and subcontractors and their employees warrants that it will not engage in severe forms of trafficking in persons, procure a commercial sex act during the term of this Agreement, or use forced labor in the performance of this Agreement. The Recipient must include this provision in its contracts and subcontracts under this Agreement. The Recipient and the City must inform the State Water Board immediately of any information regarding a violation of the foregoing. The Recipient and the City understand that failure to comply with this provision may subject the State Water Board to loss of federal funds.

The Recipient and the City agree to compensate the State Water Board for any such funds lost due to its failure to comply with this condition, or the failure of its contractors or subcontractors to comply with this condition. The State Water Board may unilaterally terminate this Agreement if the Recipient that is a private entity is determined to have violated the foregoing. xiv. The Recipient and the City each certify to the best of its knowledge and belief that:
a. No federal appropriated funds have been paid or will be paid, by or on behalf of the Recipient or the City, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into Exhibit C
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City of Santa Paula & Santa Paula Utility Authority
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Project No.: C-06-8577-110

of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress in connection with this Agreement, the Recipient and the City shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions, and notify the State Water Board.

The Recipient and the City shall require this certification from all parties to any contract or agreement that the Recipient or the City enter into and under which the Recipient or the City incur costs for which it seeks reimbursements under this Agreement. xv. The Recipient and the City each must comply with the following federal non-discrimination requirements:
a. Title VI of the Civil Rights Act of 1964, which prohibits discrimination based on race, color, and national origin, including limited English proficiency (LEP). b. Seqtion 504 of the Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities.
c. The Age Discrimination Act of 1975, which prohibits age discrimination. d. Section 13 of the Federal Water Pollution Control Act Amendments of 1972, which prohibits discrimination on the basis of sex.
e. 40 CFR Part 7, as it relates to the foregoing.
xvi. If the Project relates to construction of a publicly owned treatment works, where the Recipient or the City contract for program management, construction management, feasibility studies, preliminary engineering, design, engineering, surveying, mapping, or architectural related services, the Recipient and the City each shall ensure that any such contract is negotiated in the same manner as a contract for architectural and engineering services is negotiated under chapter 11 of title 40, United States Code, or an equivalent State qualifications-based requirement as determined by the State Water Board.
xvii. If the Project relates to construction of a publicly owned treatment works, the Recipient certifies that it developed and is implementing a fiscal sustainability plan for the Project, except as set forth in Exhibit D, that includes an inventory of critical assets that are a part of the Project, an evaluation of the condition and performance of inventoried assets or asset groupings, a certification that the Recipient has evaluated and will be implementing water and energy conservation efforts as part of the plan, and a plan for maintaining, repairing, and, as necessary, replacing the Project and a plan for funding such activities. xviii. Executive Order No. 11246. The Recipient shall include in its contracts and subcontracts related to the Project the following provisions:
"During the performance of this contract, the contractor agrees as follows:"(a) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

Exhibit C
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City' of Santa Paula & Santa Paula Utility Authority
Agreement No.: 02201018
Project No.: C-06-8577-110

"(b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. "(c) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
"(d) The contractor will comply with all provisions of Executive Order No. 11246 of Sept. 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. "(e) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
"(f) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. "(g) The contractor will include the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of Sept. 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, That in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States."
xix. The Recipient and the City each agree to comply with the requirements of USEPA's Program for Utilization of Small, Minority and Women's Business Enterprises. xx. Procurement Prohibitions under Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans; 42 USC § 7606; 33 USC § 1368. Except where the purpose of this Agreement is to remedy the cause of the violation; neither the Recipient nor the City may procure goods, services, or materials from suppliers excluded under the federal System for Award Management: http://www.sam.gov/ . xxi. Uniform Relocation and Real Property Acquisition Policies Act, Pub. L. 91-646, as amended; 42 USC §§4601-4655. The Recipient must comply with the Act's implementing regulations at 49 CFR 24.101 through 24.105.

Exhibit C
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City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

xxii. The Recipient agrees that if its network or information system is connected to USEPA networks to transfer data using systems other than the Environmental Information Exchange Network or USEPA's Central Data Exchange, it will ensure that any connections are secure. xxiii. All geospatial data created pursuant to this Agreement that is submitted to the State Water Board for use by USE PA or that is submitted directly to US EPA must be consistent with Federal Geographic Data Committee endorsed standards. Information on these standards may be found at www.fgdc.gov.
xxiv. If the Recipient is a water system that serves 500 or fewer persons, the Recipient represents that they have considered publicly-owned wells as an alternative drinking water supply. xxv. The Recipient and the City each, individually and only on behalf of themselves, represent that they are not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and it is not a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months. xxvi. The Recipient and the City each agree to immediately notify the Project Manager in writing about any allegation of research misconduct involving research activities that are supported in whole or in part with EPA funds under this Project, including fabrication, falsification, or plagiarism in proposing, performing, or reviewing research, or in reporting research results, or ordering, advising, or suggesting that subordinates engage in research misconduct. xxvii. The Recipient and the City each agree to comply with, and require all contractors and subcontractors to comply with, EPA's Scientific Integrity Policy, available at https://www.epa.gov/osa/policy-epa-scientific-integrity, when conducting, supervising, and communicating science and when using or applying the results of science. For purposes of this condition scientific activities include, but are not limited to, computer modelling, economic analysis, field sampling, laboratory experimentation, demonstrating new technology, statistical analysis, and writing a review article on a scientific issue.

Neither the Recipient nor the City shall suppress, alter, or otherwise impede the timely release of scientific findings or conclusions; intimidate or coerce scientists to alter scientific data, findings, or professional opinions or exert non-scientific influence on scientific advisory boards; knowingly misrepresent, exaggerate, or downplay areas of scientific uncertainty; or otherwise violate the EPA's Scientific Integrity Policy. The Recipient and the City each must refrain from acts of research misconduct, including publication or reporting, as described in EPA's Policy and Procedures for Addressing Research Misconduct, Section 9.C, and must ensure scientific findings are generated and disseminated in a timely and transparent manner, including scientific research performed by contractors and subcontractors.
xxviii. The Recipient and the City each agree to comply with the Animal Welfare Act of 1966 (7 USC 2131-2156). The Recipient and the City also agree to abide by the "U.S. Government Principles for the Utilization and Care of Vertebrate Animals used in Testing, Research, and Training," available at http://grants.nih.gov/grants/olaw/references/phspol.htm#USGovPrinciples. xxix. The Recipient and the City each certify that no Project Funds will be used on:
a. Video surveillance or telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities), telecommunications equipment produced by Hytera Communications Corporation, Exhibit C
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Project No.: C-06-8577-110

Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);
b. Telecommunications or video surveillance services produced by such entities; c. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country; or
d. Other telecommunications or video surveillance services or equipment in violation of£ CFR 200.216.
xxx. BABA
The Recipient acknowledges that funds received under this Agreement are subject to the Build America Buy America (BABA) requirements of Public Law 117-58 (the Infrastructure Investment and Jobs Act, also known as the Bipartisan Infrastructure Law (BIL), signed into law on November 15, 2021 ), which are in addition to "iron and steel products" requirements described in section C.4.3 (i) above. Specifically, unless (1) the Recipient has requested and obtained a waiver from USE PA on file with the State Water Board pertaining to the Project or the Project is otherwise eovered by a general applicability waiver, as confirmed in writing by the State Water Board; or (2) the State Water Board and, to the extent the Project is co-funded by any other agency using federal funds subject to BABA requirements, each such agency has advised the Recipient in writing that the BABA requirements are not applicable to the Project, the Recipient shall ensure and certifies that, as these terms are defined within and made applicable by Public Law 117-58:
(a) all iron and steel used in the Project are produced in the United States; (b) the manufactured products used in the Project are produced in the United States; and (c) the construction materials used in the Project are produced in the United States.

The Recipient must comply and require its contractors and subcontractors to comply with all applicable BABA requirements and reporting and must inform the State Water Board immediately of any information regarding a violation of the foregoing.

Based on representations made by the Recipient and corresponding evidence on file with the State Water Board, the Project qualifies for the "Adjustment Period Waiver of Section 70914(a) of P.L. 117-58, Build America, Buy America Act, 2021 for SRF Projects that have Initiated Design Planning", found at EPA- SRF - Final Waiver -Adjustment Period September 2022 - Signed.pdf. This waiver applies to projects that have initiated project design planning prior to May 14, 2022, the statutory effective date of the BABA requirements, and permits the use of nondomestic manufactured products and construction materials that would otherwise be prohibited under the BABA requirements. This program waiver does not waive the iron and steel requirements under BABA. Sections 70917(a) and (b) of BIL provide a savings provision for existing statutory requirements that meet or exceed BABA requirements, such as the "iron and steel products" requirements applicable to SRF funded projects referenced in section C.4.3 (i) above, which will continue to apply as part of BABA requirements.

Exhibit C
301
None.

City of Santa Paula & Santa Paula Utility Authority
· Agreement No.: 02201018
Project No.: C-06-8577-110

EXHIBIT D - SPECIAL CONDITIONS
Exhibit D
302
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: 02201018
Project No.: C-06-8577-110

EXHIBIT E- PAYMENT SCHEDULE
See the attached preliminary Payment Schedule. The final Payment Schedule will be forwarded to the Recipient after all disbursements have been paid and construction of the Project has been completed.

Exhibit E 303
California CWSRF Payment Schedule Principal is paid over: 30 Years Project No. 8577-110 - Santa Paula Utility Authority Interest rate: 2.60000% Agreement D220I018 - based on Actual + Projected Disbursements City of Santa Paula Advanced Water Treatment Facility
Ref Due Date Interest Interest TotalP and I Total Ending CPI Nnm Date Received Principal Payment Rate% Payment Payment Payment Balance Interest 7/31/2027 455,960.92 2.600 528,840.00 984,800.92 984,800.92 19,884,039.08 0.00 2 7/31/2028 467,815.90 2.600 516,985.02 984,800.92 984,800.92 19,416,223.18 0.00 3 7/31/2029 479,979.12 2.600 504,821.80 984,800.92 984,800.92 18,936,244.06 0.00 4 7/31/2030 492,458.57 2.600 492,342.35 984,800.92 984,800.92 18,443, 785.49 0.00 5 7/31/2031 505,262.50 2.600 479,538.42 984,800.92 984,800.92 17,938,522.99 0.00 6 7/31/2032 518,399.32 2.600 466,401.60 984,800.92 984,800.92 17,420, 123.67 0.00 7 7/31/2033 531,877.70 2.600 452,923.22 984,800.92 984,800.92 16,888,245.97 0.00 8 7/31/2034 545,706.52 2.600 439,094.40 984,800.92 984,800.92 16,342,539.45 0.00 9 7/31/2035 559,894.89 2.600 424,906.03 984,800.92 984,800.92 15,782,644.56 0.00 10 7/31/2036 574,452.16 2.600 410,348.76 984,800.92 984,800.92 15,208,192.40 0.00 11 7/31/2037 589,387.92 2.600 395,413.00 984,800.92 984,800.92 14,618,804.48 0.00 12 7/31/2038 604,712.00 2.600 380,088.92 984,800.92 984,800.92 14,014,092.48 0.00 13 7/31/2039 620,434.52 2.600 364,366.40 984,800.92 984,800.92 13,393,657.96 0.00 14 7/31/2040 636,565.81 2.600 348,235.11 984,800.92 984,800.92 12,757,092.15 0.00 15 7/31/2041 653,116.52 2.600 331,684.40 984,800.92 984,800.92 12,103,975.63 0.00 16 7/31/2042 670,097.55 2.600 314,703.37 984,800.92 984,800.92 11,433,878.08 0.00 17 7/31/2043 687,520.09 2.600 297,280.83 984,800.92 984,800.92 10,746,357.99 0.00 18 7/31/2044 705,395.61 2.600 279,405.31 984,800.92 984,800.92 10,040,962.38 0.00 19 7/31/2045 723,735.90 2.600 261,065.02 984,800.92 984,800.92 9,317,226.48 0.00 20 7/31/2046 742,553.03 2.600 242,247.89 984,800.92 984,800.92 8,574,673.45 0.00 21 7/31/2047 761,859.41 2.600 222,941.51 984,800.92 984,800.92 7,812,814.04 0.00 22 7/31/2048 781,667.75 2.600 203,133.l 7 984,800.92 984,800.92 7,031,14629 0.00 23 7/31/2049 801,991.12 2.600 182,809.80 984,800.92 984,800.92 6,229,155.17 0.00 24 7/31/2050 822,842.89 2.600 161,958.03 984,800.92 984,800.92 5,406,312.28 0.00 25 7/31/2051 844,236.80 2.600 140,564.12 984,800.92 984,800.92 4,562,075.48 0.00 26 7/31/2052 866,186.96 2.600 118,613.96 984,800.92 984,800.92 3,695,888.52 0.00 27 7/31/2053 888,707.82 2.600 96,093.IO 984,800.92 984,800.92 2,807,180.70 0.00 28 7/31/2054 911,81422 2.600 72,986.70 984,800.92 984,800.92 1,895,366.48 0.00 29 7/31/2055 935,521.39 2.600 49,279.53 984,800.92 984,800.92 959,845.09 0.00 30 7/3112056 959,845.09 2.600 24,955.97 984,801.06 984,801.06 0.00 0.00 20,340,000.00 9,204,027.74 29,544,027.74 29,544,027. 74 0.00 Page I of! 2/27/2023
304
City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

EXHIBIT F-TAX CERTIFICATE
F.1 Purpose.

The purpose of this Exhibit F is to establish the reasonable expectations of the Recipient regarding the Project and the Project Funds, and is intended to be and may be relied upon for purposes of Sections 103, 141 and 148 of the Code and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations. This Exhibit F sets forth certain facts, estimates and circumstances which form the basis for the Recipient's expectation that neither the Project nor the Bond Funded Portion of the Project Funds is to be used in a manner that would cause the Obligation to be classified as "arbitrage bonds" under Section 148 of the Code or "private activity bonds" under Section 141 of the Code.

F.2 Tax Covenant.

The Recipient agrees that it will not take or authorize any action or permit any action within its reasonable control to be taken, or fail to take any action within its reasonable control, with respect to the Project which would result in the loss of the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code.

F.3 Governmental Unit.

The Recipient is a state or local governmental unit as defined in Section 1.103-1 of the Treasury Regulations or an instrumentality thereof (a "Governmental Unit") and is not the federal government or any agency or instrumentality thereof.

F.4 Financing of a Capital Project.

The Recipient will use the Project Funds to finance capital expenditures it has incurred or will incur for the construction, reconstruction, installation or acquisition of the Project in accordance with the terms of this Agreement. Such expenditures shall not have previously been financed with the proceeds of any other issue of indebtedness except for interim financing by the Recipient, the date of maturity, prepayment or redemption of which is within thirty (30) days of the date of disbursement of Project Funds under this Agreement. All Project Funds shall be allocated to expenditures by the Recipient within thirty (30) days of the date of disbursement, including (if at all) Project Funds allocated to repay interim financing of the Recipient. For purposes of this Section F.4, "interim financing" means notes, commercial paper, loans, lines of credit and other forms of shortterm borrowing.

F.5 Ownership and Operation of Project.

The Recipient exclusively owns and, except as provided in Section F.12 hereof, operates the Project.

F.6 Temporary Period.

The Recipient reasonably expects that at least eighty-five percent (85%) of the Bond Funded Portion of the Project Funds will be allocated to expenditures for the Project within three (3) years of the earlier of the effective date of this Agreement or the date the Bonds are issued ("Applicable Date"). The Recipient has incurred, or reasonably expects that it will incur within six (6) months of the Applicable Date, a substantial binding obligation (i.e., not subject to contingencies within the control of the Recipient or a related party) to a third party to expend at least five percent (5%) of the Bond Funded Portion of the Project Funds on Project Costs. The completion of acquisition, construction, improvement and equipping of the Project and the allocation of the Bond Funded Portion of the Project Funds to Project Costs will proceed with due diligence.

Exhibit F
305
F.7 Working Capital.

City of Santa Paula & Santa Paula Utility Authority
Agreement No.: 02201018
Project No.: C-06-8577-110

No operational expenditures of the Recipient or any related entity are being, have been or will be financed or refinanced with Project Funds.

F.8 Expenditure of Proceeds.

The Bond Funded Portion of the Project Funds shall be used exclusively for the following purposes: (i) Reimbursement Expenditures (as defined in Section F.20 below), (ii) Preliminary Expenditures (as defined in Section F.20 below) in an aggregate amount not exceeding twenty percent (20%) of the Bond Funded Portion of the Project Funds, (iii) capital expenditures relating to the Project originally paid by the Recipient on or after the date hereof, (iv) interest on the Obligation through the later of three (3) years after the Applicable Date or one (1) year after the Project is placed in service, and (v) initial operating expenses directly associated with the Project in the aggregate amount not more than five percent (5%) of the Bond Funded Portion of the Project Funds.

F.9 Private Use and Private Payments.

No portion of the Project Funds or the Project is being, has been or will be used in the aggregate for any activities that constitute a Private Use (as defined below). No portion of the principal of or interest with respect to the Payments will be secured by any interest in property (whether or not the Project) used for a Private Use or in payments in respect of property used for a Private Use, or will be derived from payments in respect of property used for a Private Use. "Private Use" means any activity that constitutes a trade or business that is carried on by persons or entities, other than a Governmental Unit. The leasing of the Project or the access by or the use of the Project by a person or entity other than a Governmental Unit on a basis other than as a member of the general public shall constitute a Private Use. Use by or on behalf of the State of California or any of its agencies, instrumentalities or subdivisions or by any local Governmental Unit and use as a member of the general public will be disregarded in determining whether a Private Use exists. Use under an arrangement that conveys priority rights or other preferential benefits is generally not use on the same basis as the general public. Arrangements providing for use that is available to the general public at no charge or on the basis of rates that are generally applicable and uniformly applied do not convey priority rights or other preferential benefits. For this purpose, rates may be treated as generally applicable and uniformly applied even if (i) different rates apply to different classes of users, such as volume purchasers, if the differences in rates are customary and reasonable; or (ii) a specially negotiated rate arrangement is entered into, but only if the user is prohibited by federal law from paying the generally applicable rates, and the rates established are as comparable as reasonably possible to the generally applicable rates. An arrangement that does not otherwise convey priority rights or other preferential benefits is not treated, nevertheless, as general public use if the term of the use under the arrangement, including all renewal options, is greater than 200 days. For this purpose, a right of first refusal to renew use under the arrangement is not treated as a renewal option if (i) the compensation for the use under the arrangement is redetermined at generally applicable, fair market value rates that are in effect at the time of renewal; and (ii) the use of the financed property under the same or similar arrangements is predominantly by natural persons who are not engaged in a trade or business.

F.10 No Sale, Lease or Private Operation of the Project.

The Project (or any portion thereof) will not be sold or otherwise disposed of, in whole or in part, to any person who is not a Governmental Unit prior to the final maturity date of the Obligation. The Project will not be leased to any person or entity that is not a Governmental Unit prior to the final maturity date of the Obligation. Except as permitted under Section F.12 hereof, the Recipient will not enter any contract or arrangement or cause or permit any contract or arrangement to be entered with persons or entities that are not Governmental Units if that contract or arrangement would confer on such persons or entities any right to use the Project on a basis different from the right of members of the general public. The contracts or arrangements contemplated by the preceding sentence include but are not limited to management contracts, take or pay contracts or put or pay contracts, and capacity guarantee contracts.

Exhibit F
306
F.11 No Disproportionate or Unrelated Use.

City of Santa Paula & Santa Paula Utility Authority
Agreement No.: D2201018
Project No.: C-06-8577-110

No portion of the Project Funds or the Project is being, has been, or will be used for a Private Use that is unrelated or disproportionate to the governmental use of the Project Funds.

F .12 Management and Service Contracts.

The Recipient represents that, as of the date hereof, it is not a party to any contract, agreement or other arrangement with any persons or entities engaged in a trade or business (other than Governmental Units) that involve the management or operation of property or the provision of services at or with respect to the Project that does not comply with the standards of the Treasury Regulations, Revenue Procedure 97-13, as modified by Revenue Procedure 2001-39 and IRS Notice 2014-67, or Revenue Procedure 2017-13, as applicable. The Recipient represents that it will not be party to any such contract, agreement or arrangement with any person or entity that is not a Governmental Unit for the management of property or the provision of services at or with respect to the Project, while the Obligation (including any obligation or series thereof issued to refund the Obligation, as the case may be) is outstanding, except: (a) with respect to any contract, agreement or arrangement that does not constitute "private business use" of the Project under Code §141 (b}, or (b) with respect to any contract, agreement or arrangement that complies with (i) Revenue Procedure 97-13, 1997-1 C.B. 632, as amended by Revenue Procedure 2001-39, 2001-2 C.B. 38, and as amplified by Notice 2014-67, with respect to contracts entered into before August 18, 2017 and not materially modified or extended after August 18, 2017, or (ii) Revenue Procedure 2017-13, with respect to contracts entered into or materially modified or extended on or after August 18, 2017, or (c) with respect to any contract, agreement or arrangement that does not give rise to use of the Bond Funded Portion of the Project Funds or the Project by a non-Governmental Unit of more than the amount of such non-qualified use permitted by the Code, or (d) in the event that the Recipient receives an opinion of counsel, satisfactory to the State Water Board and the Bank and expert in the issuance of state and local government bonds the interest on which is excluded from gross income under Section 103 of the Code ("Nationally-Recognized Bond Counsel"), that such contract, agreement or arrangement will not adversely affect the exclusion of the interest on the Obligation from gross income for federal income taxation purposes.

F.13 No Disposition of Financed Property.

As of the date hereof, the Recipient does not expect to sell or otherwise dispose of any portion of the Project, in whole or in part, prior to the final maturity date of the Obligation.

F.14 Useful Life of Project.

As of the date hereof, the Recipient reasonably expects that the economic useful life of the Project, commencing at Project Completion, will be at least equal to the term of this Agreement, as set forth in Exhibit A hereto.

F.15 Payments.

Payments generally are expected to be derived from assessments, taxes, fees, charges or other current Revenues of the Recipient in each year, and such current Revenues are expected to equal or exceed the Payments during each payment period. Any amounts accumulated in a sinking fund or bona fide debt service fund to pay Payments (whether or not deposited to a fund or account established by the Recipient) will be disbursed to pay Payments within thirteen months of the initial date of accumulation or deposit. Any such fund used for the payment of Payments will be depleted once a year except for a reasonable carryover amount not exceeding the greater of earnings on such fund or one-twelfth of the Payments in either case for the immediately preceding year.

F.16 No Other Replacement Proceeds.

The Recipient will not use any of the Bond Funded Portion of the Project Funds to replace or substitute other funds of the Recipient that were otherwise to be used to finance the Project or which are or will be used to acquire securities, obligations or other investment property reasonably expected to produce a yield that is materially higher than the yield on the Bonds.

Exhibit F
307
F.17 No Sinking or Pledged Fund.

City of Santa Paula & Santa Paula Utility Authority
Agreement No.: 02201018
Project No.: C-06-8577-110

Except as set forth in Section F.18 below, the Recipient will not create or establish any sinking fund or pledged fund which will be used to pay Payments on the Obligation within the meaning of Section 1.148-1 (c) of the Treasury Regulations. If any sinking fund or pledged fund comes into being with respect to the Obligation before the Obligation has been fully retired which may be used to pay the Payments, the Recipient will invest such sinking fund and pledged fund moneys at a yield that does not exceed the yield on the Bonds.

F.18 Reserve Amount.

The State Water Board requires that the Recipient maintain and fund a separate account in an amount equal to one (1) year of debt service with respect to the Obligation (the "Reserve Amount") as set forth in Exhibit B. The Recipient represents that the Reserve Amount is and will be available to pay debt service with respect to the Obligation, if and when needed. The Reserve Amount consists·solely of revenues of the Recipient and does not include any proceeds of any obligations the interest on which is excluded from gross income for federal income tax purposes or investment earnings thereon. The aggregate of the Reserve Amount, up to an amount not exceeding the lesser of (i) ten percent of the aggregate principal amount of the Obligation, (ii) the maximum annual debt service with respect to the Obligation, or (iii) 125 percent of the average annual debt service with respect to the Obligation, will be treated as a reasonably required reserve fund.

F.19 Reimbursement Resolution.

The "reimbursement resolution" adopted by the Recipient is incorporated herein by reference.

F.20 Reimbursement Expenditures.

Reimbursements are disallowed, except as specifically authorized in Exhibit B or Exhibit D of this Agreement. To the extent so authorized, a portion of the Bond Funded Portion of the Project Funds may be applied to reimburse the Recipient for Project Costs paid before the date hereof, so long as the Project Cost was (i) not paid prior to sixty (60) days before the Recipient adoption of a declaration of official intent to finance the Project, (ii) not paid more than eighteen (18) months prior to the date hereof or the date the Project was placed-in-service, whichever is later, and (iii) not paid more than three (3) years prior to the date hereof (collectively, "Reimbursement Expenditures"), unless such cost is attributable to a "preliminary expenditure." Preliminary expenditure for this purpose means architectural, engineering, surveying, soil testing and similar costs incurred prior to the commencement of construction or rehabilitation of the Project, but does not include land acquisition, site preparation and similar costs incident to the commencement of acquisition, construction or rehabilitation of the Project. Preliminary expenditures may not exceed 20% of the Bond Funded Portion of the Project Funds.

F.21 Change in Use of the Project.

The Recipient reasonably expects to use all of the Bond Funded Portion of the Project Funds and the Project for the entire stated term to maturity of the Obligation. Absent an opinion of Nationally-Recognized Bond Counsel to the effect that such use of the Bond Funded Portion of the Project Funds will not adversely affect the exclusion from federal gross income of interest on the Bonds pursuant to Section 103 of the Code, the Recipient will use the Bond Funded Portion of the Project Funds and the Project solely as set forth in this Agreement.

F.22 Rebate Obligations.

If the Recipient satisfies the requirements of one of the spending exceptions to rebate specified in Section 1.148-7 of the Treasury Regulations, amounts earned from investments, if any, acquired with the Bond Funded Portion of the Project Funds will not be subject to the rebate requirements imposed under Section 148(f) of the Code. If the Recipient fails to satisfy such requirements for any period, it will notify the State Water Board and the Bank immediately and will comply with the provisions of the Code and the Treasury Regulations at such time, including the payment of any rebate amount calculated by the State Water Board or the Bank.

Exhibit F
308
F.23 No Federal Guarantee.

City of Santa Paula & Santa Paula Utility Authority
Agreement No.: 02201018
Project No.: C-06-8577-110

The Recipient will not directly or indirectly use any of the Bond Funded Portion of the Project Funds in any manner that would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code, taking into account various exceptions including any guarantee related to investments during an initial temporary period until needed for the governmental purpose of the Bonds, investments as part of a bona fide debt service fund, investments of a reasonably required reserve or replacement fund, investments in bonds issued by the United States Treasury, investments in refunding escrow funds or certain other investments permitted under the Treasury Regulations.

F.24 No Notices or Inquiries from IRS.

Within the last 10 years, the Recipient has not received any notice of a final action of the Internal Revenue Service that determines that interest paid or payable on any debt obligation of the Recipient is or was includable in the gross income of an owner or beneficial owner thereof for federal income tax purposes under the Code.

F.25 Amendments.

The provisions in this Exhibit may be amended, modified or supplemented at any time to reflect changes in the Code upon obtaining written approval of the State Water Board and the Bank and an opinion of NationallyRecognized Bond Counsel to the effect that such amendment, modification or supplement will not adversely affect the exclusion from federal gross income of interest on the Bonds pursuant to Section 103 of the Code.

F.26 Reasonable Expectations.

The Recipient warrants that, to the best of its knowledge, information and belief, and based on the facts and estimates as set forth in the tax covenants in this Exhibit, the expectations of the Recipient as set forth in this Exhibit are reasonable. The Recipient is not aware of any facts or circumstances that would cause it to question the accuracy or reasonableness of any representation made in the provisions in this Exhibit.

F.27 Assignment.

The Recipient consents to any pledge, sale, or assignment to the Bank or a trustee for the benefit of the owners of the Bonds, if any, at any time of any portion of the State Water Board's estate, right, title, and interest and claim in, to and under this Agreement and the right to make all related waivers and agreements in the name and on behalf of the State Water Board, as agent and attorney-in-fact, and to perform all other related acts which are necessary and appropriate under this Agreement, if any, and the State Water Board's estate, right, title, and interest and claim in, to and under this Agreement to Payments (but excluding the State Water Board's rights to Additional Payments and to notices, opinions and indemnification under each Obligation).

Exhibit F
309
Documents Transmitted back to Adobe by the Recipient:

Steps:

1. Once the Adobe notification has been received, the Recipient will open Adobe. The Recipient must checkmark the box to agree to the Consumer Disclosure. Click on [Accept]

2. The Recipient will need to download the (PDF) documents by selecting the corresponding radio button. Ensure to save the documents to the desired location. . - . - " : -w 1 /6 e ® ~

3. Once you have saved the documents to the desired location, the Recipient will proceed with generating the required closing documents. For the documents to be edited, you must save your file in Word format. Click on [File-Export To-Microsoft Word - Word Document] M1aosoft Word • l!'lord Document

4. Once the Recipient has completed the closing documents, the file must be saved as "Adobe PDF" for their respective digital signatures to be entered.

5. The Recipient will select [Certificates] from the tools field and using your mouse, click and drag to draw the area where you would like the signature to appear. A dialogue message box will display your Digital ID press [Continue] and click on [Sign]. [Save] , Certificates
Adobe Acrobat
Using your mouse. click and drag to draw the area where you would lib the signature to appear. Once you finish dragging out the desired area, you will be taken to the next step of the signing process.
0 Do not show this message again
OK
310

6. The Recipient will attach the signed documents to Adobe by clicking the [Click to Attachment] and downloading the signed document(s).

Click to Attach ...

7. Once the closing document(s) have been attached, the Recipient will click on the [Click to Sign] button.

By signing. I agree to the tenns of this agreement and to do business electronically with CUck to Sign CAL.EPA -State Water Resources Control Board.
311
Indian Wells
(760) 568-2611
I Nine
(949) 263-2600
Los Angeles
(213) 617-8100
Manhattan Beach
(310) 643-8448
IMlk
BEST BEST & KRIEGER~

ATTORNEYS AT LAW
3390 University Avenue, 5th Floor, P .0. Box 1028, Riverside, CA 92502 Phone: (951) 686-1450 I Fax: (951) 686-3083 I www.bbklaw.com [CLOSING DATE]
State Water Resources Control Board
Division of Financial Assistance
Attn: Koreenia Harmon
1001 I Street
Sacramento, CA 95814
Ontario
(909) 989-8584
Sacramento
(916) 325-4000
San Diego
(619) 525-1300
Walnut Creek
(925) 977-3300
Washington, DC
(202) 785-0600
Re: Santa Paula Utility Authority ("Recipient") Construction Installment Sale Agreement - Advanced Water Treatment Facility Project No. 8577-110 ("Project"), Agreement Number: ____ _
Ladies and Gentlemen:

We serve as City Attorney to the City of Santa Paula (the "City") in connection with the Project. This opinion is delivered to the State Water Resources Control Board ("State Water Board") at the request of the City. In connection therewith, we have examined the laws pertaining to the City, originals of the Construction Installment Sale Agreement, dated , 2022, by and among the Recipient, the City of Santa Paula, and the State Water Board ("Agreement"), the City's rate-setting Ordinance No. 1286, adopted on November 20, 2019, the City's debt management policy, documents related to each of the Material Obligations as set forth in the Agreement, and such other documents, legal opinions, instruments and records, and have made such investigation oflaw and fact, as we have considered necessary or appropriate for the purpose of this opinion (collectively, the "City Documents").

The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities.

Such opinions may be affected by actions taken or omitted or events occurring after the date hereof.

We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur.

In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents and the accuracy of the statements and representations contained in such documents. In addition, we have assumed the authority of and due execution by each of the parties to the documents other than the City.

As used in this opinion, the phrase "to the best of our knowledge based upon reasonable investigation" means knowledge as we have obtained from (i) the representations and warranties 65283.00011\40188484.2
312
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BEST BEST & KRIEGER~

ATTORNEYS AT LAW
State Water Resources Control Board
[CLOSING DATE]
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contained in each document covered by this opinion and delivered by the City, (ii) the incumbency and signature certificate of the City, and (iii) knowledge of facts or other infonnation currently known to lawyers in this office who have performed legal services for the City.

Based on the foregoing, we are of the opinion that:
(a) The City is a municipal corporation and general law city organized and existing under the laws of the State of California and has the requisite legal right, power, and authority to execute and deliver the Agreement and carry out and consummate all transactions contemplated therein.
(b) The City Documents have been duly adopted at meetings of the City which were called and held pursuant to law with all public notice required by law and at which a quorum was present and acting when the City Documents were adopted. The City Documents are in full force and effect and have not been amended, modified, supplemented, or rescinded, nor has the rate-setting resolution been challenged or the rates become subject of a referendum or initiative or other similar process. ( c) To the best of our knowledge based upon a reasonable investigation, all proceedings required by law or under the ordinances of the City to be taken by the City in connection with the authorization of the Agreement and the transactions contemplated by and related thereto, and all such approvals, authorizations, consents or other orders of or filings or registrations with such public boards or bodies, if any, as may be legally required to be obtained by the City prior to the date hereof with respect to all or any of such matters have been taken or obtained and are in full force and effect, except that no opinion is expressed as to any approvals, obligations or proceedings which may be required under any federal securities laws or state blue sky or securities laws. ( d) To the best of our knowledge based upon a reasonable investigation, the execution and delivery of the Agreement and the consummation of the transactions therein will not conflict with or constitute a breach of or default (with due notice or the passage of time or both) under (i) the statutes creating the City or any amendments thereto, (ii) the ordinances or by laws of the City, (iii) any bond, debenture, note or other evidence of indebtedness, or any material contract, agreement or lease to which the City is a party or by which it or its properties are otherwise subject or bound or (iv) any applicable law or administrative regulation or any applicable court or administrative decree or order. ( e) [To the best of our knowledge and based upon a reasonable investigation, the City has sufficient property rights in the Project property for the purposes contemplated 65283.00011\40188484.2
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l~lk BEST BEST & KRIEGER~

ATTORNEYS AT LAW
State Water Resources Control Board
[CLOSING DATE]

in the Agreement and the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 ( 42 U.S.C. 4601) are inapplicable to the Project.

The City has all property rights to access, construct, operate, and maintain the Project, which shall extend at least for the useful life of the Project.] (f) To the best of our knowledge based upon a reasonable investigation, there is no action, suit, proceeding, inquiry or investigation before or by any court of federal, state, municipal or other governmental authority pending or threatened against or affecting the City's System, as defined in the Agreement, or the assets, properties or operations of the City relating to its System which, if determined adversely to the City or its interests would result in any material change in the assets or financial condition of the City, the City's System or the financial condition thereof, 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 agency which default might have consequences that would materially and adversely affect the financial condition of the City or its System. (g) Without having undertaken any independent investigation as to the accuracy or completeness of such information and without having undertaken any review of any financial or statistical infonnation contained therein, no facts have come to our attention which lead us to believe that the City's authorized representative has made any untrue statement of a material fact or omitted or omits to state a material fact or has made misleading statements in the Agreement.
(h) The Agreement has been duly authorized, executed, and delivered, and assuming due authorization, execution and delivery of the Agreement by the State Water Board, constitutes legal, valid, and binding obligation of the City enforceable against the City in accordance with its terms, subject to the laws relating to bankruptcy, insolvency, reorganization, or creditors' rights generally and to the application of equitable principles, if equitable remedies are sought.

Our opinion is further qualified by the following:
(a) We express no opinion with respect to the laws of any state or jurisdiction other than California and the United States regarding the enforceability of any transaction mentioned herein or the interpretation, authorization, execution, validity, enforceability or effect of any of the documents mentioned herein; provided further that we express no opinion with respect to California or federal tax and securities law. 65283.00011\40188484.2
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State Water Resources Control Board
[CLOSING DATE]
Page4
(b) As City Attorney to the City in this matter, we have not rendered financial advice to the City and do not represent by this opinion, or otherwise, that we reviewed or made any assessment about, nor do we express any opinion about, the financial ability of the City to pay debt service or amounts due under the Agreement.

The opinions set forth in this letter are limited only to those matters expressly set forth herein. This letter is furnished by us as City Attorney to the City. Other than the City, no attorneyclient relationship has existed or exists between our firm and you in connection with the Agreement or by virtue of this letter. Our engagement with respect to the Agreement has terminated as of the date hereof, and we disclaim any obligation to update this letter. This letter is delivered to you, is solely for your benefit and is not to be relied upon for any other purpose or by any other person without our written consent.

We bring to your attention the fact that our conclusions are an expression of professional judgment and are not a guarantee of a result.

Sincerely,
65283.00011\40188484.2
315
lndlanWells
(760) 568-2611
Irvine
(949) 263-2600
Los Angeles
(213) 617-8100
Manhattan Beach
(310) 643-8448
IMlk
BEST BEST & KRIEGER:!

ATTORNEYS AT LAW
3390 University Avenue, 5th Floor, P.O. Box 1028, Riverside, CA 92502 Phone: (951) 686-1450 I Fax: (951) 686-3083 I www.bbklaw.com [CLOSING DATE]
State Water Resources Control Board
Division of Financial Assistance
Attn: Austin Anthony
1001 I Street
Sacramento, CA 95814
Ontario
(909) 989-8584
Sacramento
(916) 325-4000
San Diego
(619) 525-1300
Walnut Creek
(925) 977-3300
Washington, DC
(202) 785-0600
Re: Santa Paula Utility Authority ("Recipient") Construction Installment Sale Agreement - Advanced Water Treatment Facility Project No. 8577-110 ("Project"), Agreement Number: ____ _
Ladies and Gentlemen:

We serve as General Counsel to the Recipient in connection with the Project. This opinion is delivered to the State Water Resources Control Board ("State Water Board") at the request of the Recipient. In connection therewith, we have examined the laws pertaining to the Recipient, originals of the Construction Installment Sale Agreement, dated , 2022, by and among the Recipient, the City of Santa Paula, and the State Water Board ("Agreement"), the Recipient's authorized representative Resolution No. 7398, adopted on May 4, 2022, the Recipient's reimbursement Resolution No. 7399, adopted on May 4, 2022 (collectively, the "Recipient Resolutions"), documents related to each of the Material Obligations as set forth in the Agreement, and such other documents, legal opinions, instruments and records, and have made such investigation of law and fact, as we have considered necessary or appropriate for the purpose of this opinion.

The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities.

Such opinions may be affected by actions taken or omitted or events occurring after the date hereof.

We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur.

In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents and the accuracy of the statements and representations contained in such documents. In addition, we have assumed the authority of and due execution by each of the parties to the documents other than the Recipient. 65283.00011\40131250.4
316
IMlk
BEST BEST & KRIEGER~

ATTORNEYS AT LAW
State Water Resources Control Board
[CLOSING DATE]
Page2
As used in this opinion, the phrase "to the best of our knowledge based upon reasonable investigation" means knowledge as we have obtained from (i) the representations and warranties contained in each document covered by this opinion and delivered by the Recipient, (ii) the incumbency and signature certificate of the City, and (iii) knowledge of facts or other information currently known to lawyers in this office who have performed legal services for the Recipient.

Based on the foregoing, we are of the opinion that:
(a) The Recipient, a joint powers authority organized and existing under and by virtue of article s 1 through 4 of chapter 5 of division 7 of title 1 (commencing with section 6500) of the California Government Code, as amended, and that certain Joint Exercise of Powers Agreement, dated as of November 19, 2009 to establish the Recipient, has the requisite legal right, power, and authority to execute and deliver the Agreement and carry out and consummate all transactions contemplated therein. (b) The Recipient Resolutions have been duly adopted at meetjngs of the Recipient which were called and held pursuant to law with all public notice required by law and at which a quorum was present and acting when the Recipient Resolutions were adopted. The Recipient Resolutions are in full force and effect and have not been amended, modified, supplemented, or rescinded, nor has the rate-setting resolution been challenged or the rates become subject of a referendum or initiative or other similar process. (c) To the best of our knowledge based upon a reasonable investigation, all proceedings required by law or under the ordinances or bylaws of the Recipient to be taken by the Recipient in connection with the authorization of the Agreement and the transactions contemplated by and related thereto, and all such approvals, authorizations, consents or other orders of or filings or registrations with such public boards or bodies, if any, as may be legally required to be obtained by the Recipient prior to the date hereof with respect to all or any of such matters have been taken or obtained and are in full force and effect, except that no opinion is expressed as to any approvals, obligations or proceedings which may be required under any federal securities laws or state blue sky or securities laws. (d) To the best of our knowledge based upon a reasonable investigation, the execution and delivery of the Agreement and the consummation of the transactions therein will not conflict with or constitute a breach of or default (with due notice or the passage of time or both) under (i) the statutes creating the Recipient or any amendments thereto, (ii) the ordinances or by laws of the Recipient, (iii) any bond, debenture, note or other evidence of indebtedness, or any material contract, agreement or lease to which the Recipient is a 65283.0001 l\40131250.4
317
l~lk BEST BEST & KRIEGER~

ATTORNEYS AT LAW
State Water Resources Control Board
[CLOSING DATE]

party or by which it or its properties are otherwise subject or bound or (iv) any applicable law or administrative regulation or any applicable court or administrative decree or order. (e) [To the best of our knowledge and based upon a reasonable investigation, the Recipient, as lessee of the System (as defined in the Agreement), has sufficient property rights in the Project property for the purposes contemplated in the Agreement and the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601) are inapplicable to the Project. The Recipient has all property rights to access, construct, operate, and maintain the Project, which shall extend at least for the useful life of the Project.]
(f) [To the best of our knowledge based upon a reasonable investigation, there is no action, suit, proceeding, inquiry or investigation before or by any court of federal, state, municipal or other governmental authority pending or threatened against or affecting the System that is leased to the Recipient, as defined in the Agreement, or the assets, properties or operations of the Recipient relating to its System which, if determined adversely to the Recipient or its interests would result in any material change in the assets or financial condition of the Recipient, the System or the financial condition thereof, and the Recipient 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 agency which default might have consequences that would materially and adversely affect the financial condition of the Recipient or the System.]
(g) Without having undertaken any independent investigation as to the accuracy or completeness of such infonnation and without having undertaken any review of any financial or statistical information contained therein, no facts have come to our attention which lead us to believe that the Recipient's authorized representative has made any untrue statement of a material fact or omitted or omits to state a material fact or has made misleading statements in the Agreement.
(h) The Agreement has been duly authorized, executed, and delivered, and assuming due authorization, execution and delivery of the Agreement by the State Water Board, constitutes legal, valid, and binding obligation of the Recipient enforceable against the Recipient in accordance with its terms, subject to the laws relating to bankruptcy, insolvency, reorganization, or creditors' rights generally and to the application of equitable principles, if equitable remedies are sought.

Our opinion is 'further qualified by the following:
65283.00011\40131250.4
318
IMlk
BEST BEST & KRIEGER~

ATTORNEYS AT LAW
State Water Resources Control Board
[CLOSING DATE]
Page4
(a) We express no opinion with respect to the laws of any state or jurisdiction other than California and the United States regarding the enforceability of any transaction mentioned herein or the interpretation, authorization, execution, validity, enforceability or effect of any of the documents mentioned herein; provided further that we express no opinion with respect to California or federal tax and securities law. (b) As General Counsel to the Recipient in this matter, we have not rendered financial advice to the Recipient and do not represent by this opinion, or otherwise, that we reviewed or made any assessment about, nor do we express any opinion about, the financial ability of the Recipient to pay debt service or amounts due under the Agreement.

The opinions set forth in this letter are limited only to those matters expressly set forth herein. This letter is furnished by us as General Counsel to the Recipient. Other than the Recipient, no attorney-client relationship has existed or exists between our firm and you in connection with the Agreement or by virtue of this letter. Our engagement with respect to the Agreement has terminated as of the date hereof, and we disclaim any obligation to update this letter. This letter is delivered to you, is solely for your benefit and is not to be relied upon for any other purpose or by any other person without our written consent.

We bring to your attention the fact that our conclusions are an expression of professional judgment and are not a guarantee of a result.

Sincerely,
65283.00011\40131250.4
319
Water Boards
State Water Resources Control Board
May 16, 2023

SINGLE AUDIT REPORTING
N
, ~ J ARED B LUMENFELD l
~
~~ SECRETARY FOR
El~VI NM NT L PROTECTION
Your financing agreement may be funded with Federal Capitalization Grants, from Federal Catalog 66.458. If your financing agreement is funded with Federal Capitalization Grants, you will be bound by the rules and regulations set forth in the Office of Management and Budget (OMB) Circular A-133. This requirement includes the submission of a single or program audit if you expend amounts of $750,000 or more of Federal funds during a fiscal year. The receipt of the funds may be either direct or via a pass-through entity as the State Water Resources Control Board. The Single Audit Report must be submitted to the State Controller's Office (SCO) and to the State Water Resources Control Board, Division of Financial Assistance within nine months after the end of your fiscal year.

If you have any questions regarding the Single Audit Report, please contact Ms. Xia Lao (916) 319-0163 or email at [email protected].

F ELICIA M ARCUS , CHAIR I EI LEEN S OBECK, EXECUTIVE DIRECTOR 1001 I Street, Sacramento, CA 958 14 I Mailing Address: P.O. Box 100, Sacrament o , CA 95812-0100 I www.waterboards.ca.gov 0 RECYC L ED PAPER 320
California Environmental Quality Act (CEQA) Determination City of Santa Paula (Applicant)
City of Santa Paula Advanced Water Treatment Facility (Project) Project Number: C-06-8577-110
As the Deputy Director for the State Water Resources Control Board (State Water Board), Division of Financial Assistance, I have been delegated the authority to approve and execute the financing agreement for projects that are routine and non-controversial.

The execution of the financing agreement is an action that is subject to CEQA. The authority to make this CEQA determination necessarily accompanies the delegation to approve and execute the financing agreement for this Project. I hereby find the following:

1. The Applicant is the CEQA Lead Agency and the State Water Board is a Responsible Agency under CEQA. The Applicant approved a Notice of Exemption (NOE) for the Project on October 12, 2020, and filed an NOE with the Ventura County Clerk on October 12, 2020 and the Governor's Office of Planning and Research, State Clearinghouse (No. 2020110084) on November 05, 2020.

2. This Project is categorically exempt under the CEQA Guidelines, California Code of Regulations, title 14, division 6, chapter 3, article 19, sections 15301 and 153030. The Project involves the operation, repair, and maintenance of an existing facility, involving negligible expansion of existing use. The Project includes the construction of limited numbers of new, small facilities or structures.

3. The Project will not result in any significant adverse water quality impacts.

A final copy of the NOE and record of financing approval for the Project are available to the general public at the State Water Board, Division of Financial Assistance at 1001 I Street, 16th Floor, Sacramento, CA 95814.

J Oe Ka rkos~ Elig lly signed by Joe Karkoski
I\: @ate: 2023.04.19 12:12:07-07'00'
Joe Karkoski, Deputy Director
Division of Financial Assistance
C/DWSRF CEQA Determination Resp. 1
Date
Rev. 7/2021
321

EXHIBIT C
General Counsel Opinion SPUA & COSP
State Revolving Fund Loan Agreement for City of Santa
Paula Advanced Water Treatment Facility
322
65283.00011\40131250.4
Indian Wells
(760) 568-2611
Irvine
(949) 263-2600
Los Angeles
(213) 617-8100
Manhattan Beach
(310) 643-8448
Ontario
(909) 989-8584
Sacramento
(916) 325-4000
San Diego
(619) 525-1300
Walnut Creek
(925) 977-3300
Washington, DC
(202) 785-0600
3390 University Avenue, 5th Floor, P.O. Box 1028, Riverside, CA 92502 Phone: (951) 686-1450 | Fax: (951) 686-3083 | www.bbklaw.com [CLOSING DATE]
State Water Resources Control Board
Division of Financial Assistance
Attn: Austin Anthony
1001 I Street
Sacramento, CA 95814
Re: Santa Paula Utility Authority (“Recipient”) Construction Installment Sale Agreement - Advanced Water Treatment Facility Project No. 8577-110 (“Project”), Agreement Number: ___________,
Ladies and Gentlemen:

We serve as General Counsel to the Recipient in connection with the Project. This opinion is delivered to the State Water Resources Control Board (“State Water Board”) at the request of the Recipient. In connection therewith, we have examined the laws pertaining to the Recipient, originals of the Construction Installment Sale Agreement, dated _________, 2023, by and among the Recipient, the City of Santa Paula, and the State Water Board (“Agreement”), the Recipient’s authorized representative Resolution No. 7398, adopted on May 4, 2022, the Recipient’s reimbursement Resolution No. 7399, adopted on May 4, 2022 (collectively, the “Recipient Resolutions”), documents related to each of the Material Obligations as set forth in the Agreement, and such other documents, legal opinions, instruments and records, and have made such investigation of law and fact, as we have considered necessary or appropriate for the purpose of this opinion.

The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities.

Such opinions may be affected by actions taken or omitted or events occurring after the date hereof.

We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur.

In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents and the accuracy of the statements and representations contained in such documents. In addition, we have assumed the authority of and due execution by each of the parties to the documents other than the Recipient. 323
65283.00011\40131250.4
State Water Resources Control Board
[CLOSING DATE]

As used in this opinion, the phrase "to the best of our knowledge based upon reasonable investigation" means knowledge as we have obtained from (i) the representations and warranties contained in each document covered by this opinion and delivered by the Recipient, (ii) the incumbency and signature certificate of the City, and (iii) knowledge of facts or other information currently known to lawyers in this office who have performed legal services for the Recipient.

Based on the foregoing, we are of the opinion that:
(a) The Recipient, a joint powers authority organized and existing under and by virtue of article s1 through 4 of chapter 5 of division 7 of title 1 (commencing with section 6500) of the California Government Code, as amended, and that certain Joint Exercise of Powers Agreement, dated as of November 19, 2009 to establish the Recipient, has the requisite legal right, power, and authority to execute and deliver the Agreement and carry out and consummate all transactions contemplated therein. (b) The Recipient Resolutions have been duly adopted at meetings of the Recipient which were called and held pursuant to law with all public notice required by law and at which a quorum was present and acting when the Recipient Resolutions were adopted. The Recipient Resolutions are in full force and effect and have not been amended, modified, supplemented, or rescinded, nor has the rate-setting resolution been challenged or the rates become subject of a referendum or initiative or other similar process. (c) To the best of our knowledge based upon a reasonable investigation, all proceedings required by law or under the ordinances or bylaws of the Recipient to be taken by the Recipient in connection with the authorization of the Agreement and the transactions contemplated by and related thereto, and all such approvals, authorizations, consents or other orders of or filings or registrations with such public boards or bodies, if any, as may be legally required to be obtained by the Recipient prior to the date hereof with respect to all or any of such matters have been taken or obtained and are in full force and effect, except that no opinion is expressed as to any approvals, obligations or proceedings which may be required under any federal securities laws or state blue sky or securities laws. (d) To the best of our knowledge based upon a reasonable investigation, the execution and delivery of the Agreement and the consummation of the transactions therein will not conflict with or constitute a breach of or default (with due notice or the passage of time or both) under (i) the statutes creating the Recipient or any amendments thereto, (ii) the ordinances or by laws of the Recipient, (iii) any bond, debenture, note or other evidence of indebtedness, or any material contract, agreement or lease to which the Recipient is a 324
65283.00011\40131250.4
State Water Resources Control Board
[CLOSING DATE]

party or by which it or its properties are otherwise subject or bound or (iv) any applicable law or administrative regulation or any applicable court or administrative decree or order. (e) To the best of our knowledge and based upon a reasonable investigation, the Recipient, as lessee of the System (as defined in the Agreement), has sufficient property rights in the Project property for the purposes contemplated in the Agreement and the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601) are inapplicable to the Project. The Recipient has all property rights to access, construct, operate, and maintain the Project, which shall extend at least for the useful life of the Project.
(f) To the best of our knowledge based upon a reasonable investigation, there is no action, suit, proceeding, inquiry or investigation before or by any court of federal, state, municipal or other governmental authority pending or threatened against or affecting the System that is leased to the Recipient, as defined in the Agreement, or the assets, properties or operations of the Recipient relating to its System which, if determined adversely to the Recipient or its interests would result in any material change in the assets or financial condition of the Recipient, the System or the financial condition thereof, and the Recipient 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 agency which default might have consequences that would materially and adversely affect the financial condition of the Recipient or the System.
(g) Without having undertaken any independent investigation as to the accuracy or completeness of such information and without having undertaken any review of any financial or statistical information contained therein, no facts have come to our attention which lead us to believe that the Recipient’s authorized representative has made any untrue statement of a material fact or omitted or omits to state a material fact or has made misleading statements in the Agreement.
(h) The Agreement has been duly authorized, executed, and delivered, and assuming due authorization, execution and delivery of the Agreement by the State Water Board, constitutes legal, valid, and binding obligation of the Recipient enforceable against the Recipient in accordance with its terms, subject to the laws relating to bankruptcy, insolvency, reorganization, or creditors’ rights generally and to the application of equitable principles, if equitable remedies are sought.

Our opinion is further qualified by the following:
325
65283.00011\40131250.4
State Water Resources Control Board
[CLOSING DATE]

(a) We express no opinion with respect to the laws of any state or jurisdiction other than California and the United States regarding the enforceability of any transaction mentioned herein or the interpretation, authorization, execution, validity, enforceability or effect of any of the documents mentioned herein; provided further that we express no opinion with respect to California or federal tax and securities law. (b) As General Counsel to the Recipient in this matter, we have not rendered financial advice to the Recipient and do not represent by this opinion, or otherwise, that we reviewed or made any assessment about, nor do we express any opinion about, the financial ability of the Recipient to pay debt service or amounts due under the Agreement.

The opinions set forth in this letter are limited only to those matters expressly set forth herein. This letter is furnished by us as General Counsel to the Recipient. Other than the Recipient, no attorney-client relationship has existed or exists between our firm and you in connection with the Agreement or by virtue of this letter. Our engagement with respect to the Agreement has terminated as of the date hereof, and we disclaim any obligation to update this letter. This letter is delivered to you, is solely for your benefit and is not to be relied upon for any other purpose or by any other person without our written consent.

We bring to your attention the fact that our conclusions are an expression of professional judgment and are not a guarantee of a result.

Sincerely,
326
65283.00011\40188484.2
Indian Wells
(760) 568-2611
Irvine
(949) 263-2600
Los Angeles
(213) 617-8100
Manhattan Beach
(310) 643-8448
Ontario
(909) 989-8584
Sacramento
(916) 325-4000
San Diego
(619) 525-1300
Walnut Creek
(925) 977-3300
Washington, DC
(202) 785-0600
3390 University Avenue, 5th Floor, P.O. Box 1028, Riverside, CA 92502 Phone: (951) 686-1450 | Fax: (951) 686-3083 | www.bbklaw.com [CLOSING DATE]
State Water Resources Control Board
Division of Financial Assistance
Attn: Austin Anthony
1001 I Street
Sacramento, CA 95814
Re: Santa Paula Utility Authority (“Recipient”) Construction Installment Sale Agreement - Advanced Water Treatment Facility Project No. 8577-110 (“Project”), Agreement Number: ___________,
Ladies and Gentlemen:

We serve as City Attorney to the City of Santa Paula (the “City”) in connection with the Project. This opinion is delivered to the State Water Resources Control Board (“State Water Board”) at the request of the City. In connection therewith, we have examined the laws pertaining to the City, originals of the Construction Installment Sale Agreement, dated _________, 2023, by and among the Recipient, the City of Santa Paula, and the State Water Board (“Agreement”), the City’s rate-setting Ordinance No. 1286, adopted on November 20, 2019, the City’s debt management policy, documents related to each of the Material Obligations as set forth in the Agreement, and such other documents, legal opinions, instruments and records, and have made such investigation of law and fact, as we have considered necessary or appropriate for the purpose of this opinion (collectively, the “City Documents”).

The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities.

Such opinions may be affected by actions taken or omitted or events occurring after the date hereof.

We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur.

In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents and the accuracy of the statements and representations contained in such documents. In addition, we have assumed the authority of and due execution by each of the parties to the documents other than the City.

As used in this opinion, the phrase "to the best of our knowledge based upon reasonable investigation" means knowledge as we have obtained from (i) the representations and warranties 327
65283.00011\40188484.2
State Water Resources Control Board
[CLOSING DATE]

contained in each document covered by this opinion and delivered by the City, (ii) the incumbency and signature certificate of the City, and (iii) knowledge of facts or other information currently known to lawyers in this office who have performed legal services for the City.

Based on the foregoing, we are of the opinion that:
(a) The City is a municipal corporation and general law city organized and existing under the laws of the State of California and has the requisite legal right, power, and authority to execute and deliver the Agreement and carry out and consummate all transactions contemplated therein.
(b) The City Documents have been duly adopted at meetings of the City which were called and held pursuant to law with all public notice required by law and at which a quorum was present and acting when the City Documents were adopted. The City Documents are in full force and effect and have not been amended, modified, supplemented, or rescinded, nor has the rate-setting resolution been challenged or the rates become subject of a referendum or initiative or other similar process. (c) To the best of our knowledge based upon a reasonable investigation, all proceedings required by law or under the ordinances of the City to be taken by the City in connection with the authorization of the Agreement and the transactions contemplated by and related thereto, and all such approvals, authorizations, consents or other orders of or filings or registrations with such public boards or bodies, if any, as may be legally required to be obtained by the City prior to the date hereof with respect to all or any of such matters have been taken or obtained and are in full force and effect, except that no opinion is expressed as to any approvals, obligations or proceedings which may be required under any federal securities laws or state blue sky or securities laws. (d) To the best of our knowledge based upon a reasonable investigation, the execution and delivery of the Agreement and the consummation of the transactions therein will not conflict with or constitute a breach of or default (with due notice or the passage of time or both) under (i) the statutes creating the City or any amendments thereto, (ii) the ordinances or by laws of the City, (iii) any bond, debenture, note or other evidence of indebtedness, or any material contract, agreement or lease to which the City is a party or by which it or its properties are otherwise subject or bound or (iv) any applicable law or administrative regulation or any applicable court or administrative decree or order. (e) To the best of our knowledge and based upon a reasonable investigation, the City has sufficient property rights in the Project property for the purposes contemplated 328
65283.00011\40188484.2
State Water Resources Control Board
[CLOSING DATE]

in the Agreement and the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601) are inapplicable to the Project.

The City has all property rights to access, construct, operate, and maintain the Project, which shall extend at least for the useful life of the Project. (f) To the best of our knowledge based upon a reasonable investigation, there is no action, suit, proceeding, inquiry or investigation before or by any court of federal, state, municipal or other governmental authority pending or threatened against or affecting the City’s System, as defined in the Agreement, or the assets, properties or operations of the City relating to its System which, if determined adversely to the City or its interests would result in any material change in the assets or financial condition of the City, the City’s System or the financial condition thereof, 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 agency which default might have consequences that would materially and adversely affect the financial condition of the City or its System. (g) Without having undertaken any independent investigation as to the accuracy or completeness of such information and without having undertaken any review of any financial or statistical information contained therein, no facts have come to our attention which lead us to believe that the City’s authorized representative has made any untrue statement of a material fact or omitted or omits to state a material fact or has made misleading statements in the Agreement.
(h) The Agreement has been duly authorized, executed, and delivered, and assuming due authorization, execution and delivery of the Agreement by the State Water Board, constitutes legal, valid, and binding obligation of the City enforceable against the City in accordance with its terms, subject to the laws relating to bankruptcy, insolvency, reorganization, or creditors’ rights generally and to the application of equitable principles, if equitable remedies are sought.

Our opinion is further qualified by the following:
(a) We express no opinion with respect to the laws of any state or jurisdiction other than California and the United States regarding the enforceability of any transaction mentioned herein or the interpretation, authorization, execution, validity, enforceability or effect of any of the documents mentioned herein; provided further that we express no opinion with respect to California or federal tax and securities law. 329
65283.00011\40188484.2
State Water Resources Control Board
[CLOSING DATE]

(b) As City Attorney to the City in this matter, we have not rendered financial advice to the City and do not represent by this opinion, or otherwise, that we reviewed or made any assessment about, nor do we express any opinion about, the financial ability of the City to pay debt service or amounts due under the Agreement.

The opinions set forth in this letter are limited only to those matters expressly set forth herein. This letter is furnished by us as City Attorney to the City. Other than the City, no attorneyclient relationship has existed or exists between our firm and you in connection with the Agreement or by virtue of this letter. Our engagement with respect to the Agreement has terminated as of the date hereof, and we disclaim any obligation to update this letter. This letter is delivered to you, is solely for your benefit and is not to be relied upon for any other purpose or by any other person without our written consent.

We bring to your attention the fact that our conclusions are an expression of professional judgment and are not a guarantee of a result.

Sincerely,
330

EXHIBIT D
Letter from Los Angeles Regional Water Quality Control
Board dated July 19, 2023
331
Los Angeles Regional Water Quality Control Board
July 19, 2023
Clete Saunier
Public Works Director
City of Santa Paula
970 Ventura Street
Santa Paula, CA 93060
[email protected]

GAVIN N EWSOM
GOVl:-HNOA
~ YANA GARC IA l ............... ~ SEC AI: l ARV f O A
,....,. ENVIRONMENTAL PROTE C Tl l)N
Via Email Only

DENIAL OF THE CITY OF SANTA PAULA'S REQUEST FOR INTERIM MILESTONE EXTENSION FOR THE SANTA PAULA WATER RECYCLING FACILITY AT 920 CORPORATION STREET, SANTA PAULA, CALIFORNIA (FILE NO. 06-189, Cl-9259, ORDER NOS. R4-2018-0022 AND R4-2018-0023, GLOBAL ID WDR100000849) Dear Clete Saunier:

The Los Angeles Regional Water Quality Control Board (Los Angeles Water Board) is the public agency with primary responsibility for the protection of ground and surface water quality for all beneficial uses within major portions of Los Angeles and Ventura Counties.

The Santa Paula Water Recycling Facility (Facility), located at 920 Corporation Street, Santa Paula, California 93060, is within the Los Angeles Water Board jurisdiction. The City of Santa Paula (City) owns the Facility, which is operated by Ventura Regional Sanitation District.

On February 8, 2018, the Los Angeles Water Board adopted Waste Discharge Requirements (WDRs) Order No. R4-2018-0022 to authorize the City to discharge disinfected tertiary treated wastewater from the Facility. On the same date, Cease and Desist Order (COO) No. R4-2018-0023 was adopted and required the City to manage the chloride-impacted groundwater at the site by reducing chloride loadings to the onsite percolation ponds and implementing its recycled water project to achieve compliance with the discharge limitations set forth in Order No. R4-2018-0022.

On May 3, 2022, the Los Angeles Water Board adopted an amendment to COO No. R4- 2018-0023-A01 for constructing an advanced water treatment facility (AWTF) using a reverse osmosis (RO) system at the Facility to comply with the concentration-based effluent limit for chloride of 110 milligrams per liter (mg/L).

In a January 17, 2023, conference call with the City and its consultants, the City discussed its plan to implement a proposed chloride source investigation study workplan that would delay interim COO milestones. The City discovered that from January 2012 to December 2022, effluent chloride concentrations at the Facility have been declining from approximately 160 mg/L to 120 mg/L, and below 110 mg/Lin some cases. Since 2020,

NORMA CAMACHO, CHAIR I SUSANA ARREDONDO, EXECUTIVE OFF ICER 320 West 4th Street, Suite 200, Los Angeles , CA 90013 I www.waterboards .ca.gov/losangeles 332
Clete Saunier - 2 - July 19, 2023
City of Santa Paula
some monthly average chloride concentrations have been below the limit, but they were above 110 mg/L for the last three months. The City explained that before it commits to building the AWTF, it would like to know whether the long-term trend of decreasing chloride concentrations in the Facility effluent will continue or if future effluent chloride concentrations cannot predictably stay below the effluent limit. This declining trend, if continued, may affect the final design criteria for the AWTF.

At the February 15, 2023, City Council Meeting, the City Council directed its City staff to complete a chloride source identification study to explore chloride control strategies. The City Council also directed the City staff to simultaneously continue working towards execution of a final Clean Water State Revolving Fund (CWSRF) loan agreement with the State Water Board Division of Financial Assistance (DFA) for the AWTF project. It is our understanding that DFA has verbally indicated in several previous meetings with the City that as long as the general scope of the project has not substantially been changed, the CWSRF Loan could still be used to finance a smaller AWTF project with the loan amount amended, as needed.

In the City's March 13, 2023, letter, the City submitted the City of Santa Paula Water Reclamation Facility Advanced Treatment System Update - Chloride Source Identification Study Workplan (Workplan) for the Los Angeles Water Board's review and approval. The City stated in the letter that it will not be able to comply with two of the COO interim milestones due to the delay in receipt of the final loan agreement and time required to perform the chloride source identification study and therefore, requested the Board's leniency when evaluating the City's compliance with the COO. The City plans to investigate the chloride sources in the City's sanitary sewer collection system and water supply system by implementing the following six steps: (1) review existing information and develop an initial load estimate, (2) develop a monitoring plan, (3) inventory commercial and industrial users, (4) quantify chloride sources, (5) identify control strategies, and (6) prepare a report.

The Workplan states that the Chloride Source Identification Study will take seven to nine months to complete, depending on laboratory turn-around and stakeholder review times.

If the study concludes that construction of the AWTF is still required to meet chloride effluent discharge limit, a delay of 16 to 18 months to release a bid package may occur.

This would result in at least two of the COO interim milestones being missed (complete and release the bid package by March 30, 2023, and select contractor and award contract for construction by June 30, 2023). However, the City is still committed to meeting the final COO compliance deadline of February 8, 2028.

After reviewing the Workplan and the interim milestones extension request, the Los Angeles Water Board denies your extension request. The City is required to comply with the chloride effluent limit (equivalent to the 110 mg/L groundwater quality objective) by March 30, 2025 and with the groundwater limits by February 8, 2028. The City has had ample time to characterize the chloride sources and trends, which informed the City's previous methods to comply, as reflected in the chloride limits and schedule that our Board adopted as part of WDRs Order No. R4-2018-0022 and COO No. R4-2018-0023. 333
Clete Saunier - 3 - July 19, 2023
City of Santa Paula
Please continue to include a progress report on your compliance with the due dates in the quarterly self-monitoring reports submitted to the State Water Resources Control Board Geo Tracker database as specified in Section 4 of COO No. R4-2018-0023.

If you have any questions concerning this letter, please contact Water Resource Control Engineer Woonhoe Kim at [email protected] or the Groundwater Permitting Unit Supervisor James Kang at [email protected].

Sincerely,
Jenny Digitally signed by Jenny
,,, .... ~:::::: Je !I~ Newman 0-ID.an-023071,e \\ ,11 ,., H17.,l\7, 50 -07 00 for Susana Arredondo
Executive Officer
cc (via email): Dan Singer, City of Santa Paula, [email protected] Betsy Elzufon, Larry Walker Associates, [email protected]
Ashli Desai, Larry Walker Associates, [email protected]
Tim Nicely, GSI Water Solutions, Inc., [email protected] Eileen Shields, MKN Associates, [email protected] Katherine Ma lzacher-Maxwell, katheri ne@ventu rah yd ra u lies. com Pete Chartier, Ventura Regional Sanitation District,
petecha rtie r@vrsd .com
334
To: Honorable Mayor and Members of the City Council
From: Lorena Alvarez, Human Resources Manager
Subject: CONSIDERATION OF THE SELECTION OF AN EXECUTIVE

RECRUITER FOR THE CHIEF OF POLICE SEARCH
Date: August 16, 2023
Agenda Item: 12.D

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council:
(1) Provide direction on the selection of Bob Murray & Associates to lead the recruitment process for a permanent Chief of Police.

BACKGROUND:

The position of Chief of Police became vacant in November 2022, with the duties being temporarily performed by Interim Chief of Police Don Aguilar. The recommended consideration will initiate the process to select a new permanent Chief of Police.

A typical approach to recruiting a new Chief of Police often involves the use of a professional executive recruitment firm. Use of a professional firm will provide the most effective approach to attracting the highest quality applicants for the position as they normally keep themselves apprised of professionals that would make suitable candidates, and are able to offer unique outreach services to individuals that might not otherwise apply to the position.

Executive recruiters typically undertake a fairly comprehensive process to understand the requirements of the job and the preferences of the City Manager and the City Council. They will prepare materials and market the position, screen applications, conduct preliminary interviews and reference checks, and recommend qualified candidates to the City. Once a preferred candidate is identified, the recruiter can assist with finalizing the hire. An executive recruitment of this kind can take up to four months; however, staff would work diligently with the recruiter to help expedite the hiring process whenever possible.

ANALYSIS:

After evaluation of the proposal from Bob Murray & Associates, staff is recommending that the agreement for recruitment services for Chief of Police be awarded to Bob Murray & Associates. Staff makes this recommendation based on the firm’s extensive experience in conducting executive recruitments, especially for Police Chiefs, and the City’s past positive experience with using their services. A detailed proposal and summary of the scope of 335
services from Bob Murray & Associates is attached to this staff report as Exhibit A.

Immediately after Bob Murray & Associates is retained, a professional recruiter will begin meeting with the City Manager, the City Council and other stakeholders to learn as much as possible about the ideal candidate for the Chief of Police position and to familiarize itself with the values and culture of the police department, and to better understand community issues and challenges.

As soon as the City Manager and the City Council has had the opportunity to provide the recruiter with initial input, staff will work closely with the recruiter to open the opportunity for community involvement, per the request of the City Council. This will include well-advertised community town hall meetings and online survey opportunities to allow for equitable involvement from the community.

STRATEGIC PLAN:

This item is not a goal or objective in City Council’s two-year Strategic Plan, however, it supports Goal G: Operational Excellence and heightens the likelihood of the City attracting the best field of candidates to compete for this important position.

FISCAL IMPACTS:

In October, 2022, upon the retirement of Chief Walker, the Council set-aside $25,000 for executive recruiting services. Those funds will be carried over to the current fiscal year and should prove sufficient funding to pay for the contract with Bob Murray & Associates, per their proposal.

OPTIONS:

Cost savings would be realized were the City to perform the recruitment internally. Such was the case two years ago, resulting in the selection of Chief Walker. Given the quantity of current recruitments underway by our HR Division, it would be a constraint to perform these tasks internally. Doing so would also take more time given current workload.

ATTACHMENTS:

Exhibit A - Bob Murray and Associates Proposal.pdf
336
A Proposal to Conduct an Executive Recruitment
for the Position of

POLICE CHIEF
on behalf of the

CITY OF SANTA PAULA
1544 Eureka Road, Suite 280
Roseville, CA 95661
(916) 784-9080
(916) 784-1985 fax
337
August 2, 2023
MR. DAN SINGER

CITY MANAGER

CITY OF SANTA PAULA
970 VENTURA STREET
SANTA PAULA, CA 93060
Submitted Via Email: [email protected]
Dear Mr. Singer:

Bob Murray & Associates is pleased to submit a proposal to conduct the Police Chief recruitment for the City of Santa Paula. The following details our qualifications and describes our systematic— yet flexible—method of identifying, recruiting, and screening outstanding candidates on your behalf. It also includes a proposed budget, timeline, and guarantee.

At Bob Murray & Associates, we pride ourselves on providing quality service to local governments, non-profit agencies, and private firms. Our recruitment process helps you to determine the direction of the search and the types of candidates you seek while capitalizing on our decades of experience and vast network of contacts to reach those candidates. Our expertise ensures that the candidates we present to the City of Santa Paula will match the criteria you have established, be a good fit for your organization, and be outstanding in their field.

With respect to the Police Chief recruitment and the City of Santa Paula, Bob Murray & Associates has a national network of contacts and unparalleled experience conducting successful Police Chief recruitments. Since the firm’s founding in 2000, we have conducted over 200 Police Chief and Assistant Police Chief searches for a diverse collective of agency cultures. We are currently conducting Police Chief recruitments on behalf of the City of Merced, CA, the City of San Diego, CA, and the East Bay Regional Park District, CA. Additionally, we are currently conducting the Deputy Police Chief on behalf of the City of Anaheim, CA and the Assistant Sheriff of Corrections recruitment on behalf of the County of San Mateo, CA. Our extensive experience in Police Chief recruitments and our national network of contacts will provide the City of Santa Paula with an outstanding candidate pool from which to select the next Police Chief.

Recent Police Chief recruitments we have completed similar in size and scope to your upcoming search include the following:
2023
City of Anaheim, CA
City of Camas, WA
City of Davis, CA (Deputy Police Chief)
City of Montebello, CA (Assistant Police Chief)
City of Port Hueneme, CA
City of Reedsport, OR
City of Vancouver, WA (Assistant Police Chief)
City of Tehachapi, CA
2022
City of Azusa, CA
City of Astoria, OR
City of Carmel-by-the-Sea, CA (Director of
Public Safety/Police Chief)
City of Fremont, CA (Deputy Police Chief)
City of Lake Oswego, OR
City of Montebello, CA
City of Pittsburg, CA
City of San Ramon, CA
338
City of Seaside, CA
City of Tacoma, WA
City of Vacaville, CA
City of Vancouver, WA
City of Walla Walla, WA
Port of Seattle, WA
Santa Ana Unified School District, CA
Town of Los Gatos, CA
2021
California State University, Sacramento
City of Alameda, CA
City of Capitola, CA
City of Delano, CA
City of Dixon, CA
City of Huntington Beach, CA
City of Menlo Park, CA
City of Oceanside, CA
City of Roseville, CA
City of San Rafael, CA
City of Walnut Creek, CA
City of Westminster, CA
City of Willits, CA
2020
City of Aurora, CO
California State University, Chico
California State University, Humboldt
California State University, Santa Barbara
City of Chico, CA
City of Desert Hot Springs, CA (Deputy Police
Chief)
City of Fairfield, CA
City of Laguna Beach, CA (Outreach)
City of Livermore, CA
City of Oakley, CA
City of Richmond, CA
We work as a team on every search at Bob Murray & Associates. Your Project Lead would be Gary Phillips or Jon Lewis, who would not only direct and supervise the project team from beginning to end but also serve as the Recruiter for the project as well.

To learn first-hand of the quality of our services and why the majority of our engagements come from repeat and referred clients, we invite you to contact the references listed on page 18 of the attached proposal.

We look forward to your favorable consideration of our qualifications. Please do not hesitate to contact us at (916) 784-9080 with any questions.

Sincerely,
Valerie Gaeta Phillips
President, Bob Murray & Associates
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TABLE OF CONTENTS
THE RECRUITMENT PROCESS................................................................2 STEP 1 DEVELOP THE CANDIDATE PROFILE........................................................2 Optional Service: Community and Staff Involvement.......................................................2 STEP 2 DESIGN/DISTRIBUTE BROCHURE AND ADVERTISEMENTS ...................2 Reaching Diverse Candidates .........................................................................................3 STEP 3 RECRUIT CANDIDATES ................................................................................3 STEP 4 SCREEN CANDIDATES ..................................................................................4 STEP 5 CONDUCT PRELIMINARY INTERVIEWS......................................................4 STEP 6 SEARCH PUBLIC RECORDS...........................................................................4 STEP 7 MAKE RECOMMENDATIONS .......................................................................4 STEP 8 FACILITATE FINAL INTERVIEWS.................................................................5 STEP 9 CONDUCT BACKGROUND AND REFERENCE CHECKS ............................5 STEP 10 ASSIST IN NEGOTIATIONS.........................................................................6 COMPLETE ADMINISTRATIVE ASSISTANCE .......................................6 COSTS AND GUARANTEE ..........................................................................7 PROFESSIONAL FEE AND EXPENSES ......................................................................7 Optional Services ...........................................................................................................7 GUARANTEE...............................................................................................................8 RECRUITMENT SCHEDULE .....................................................................8 FIRM PROFILE..............................................................................................9 REFERENCES..............................................................................................18 340
Bob Murray & Associates Proposal for the City of Santa Paula Page 2

THE RECRUITMENT PROCESS
Bob Murray & Associates’ recruiters are specialists in finding a positive placement, providing security and fairness to candidates and clients while ensuring the integrity of the search process.

We understand that superlative recruiting for the Police Chief will lead to superlative results for the City of Santa Paula. Outlined below are the steps in our proven recruitment process, refined through our 30+ years of experience in executive search.

STEP 1 DEVELOP THE CANDIDATE PROFILE
Our understanding of the City of Santa Paula’s needs will be key to a successful search. Gary Phillips or Jon Lewis will meet with the City Manager and key stakeholders to learn as much as possible about the ideal candidate for the Police Chief position. We want to become familiar with the values and culture of the organization, as well as to understand the current and future issues, challenges, and opportunities in the City of Santa Paula.

Mr. Phillips or Mr. Lewis will review and help define the City’s wish-list regarding the ideal candidate’s personality, management style, knowledge, skills, and abilities and will work with the City to identify expectations regarding education and experience. The City Manager and Mr.

Phillips or Mr. Lewis will discuss compensation, benefits, and other key information necessary to ensure that outstanding candidates are attracted to this opportunity. The profile we develop together at this stage will drive subsequent recruitment efforts.

Optional Service: Community and Staff Involvement
We find that many of our clients value a recruitment process that opens the opportunity for community members, business leaders, organization representatives, and employees to provide input regarding the ideal candidate. Our recruiters are skilled in designing and facilitating forums, town hall meetings, and online surveys that allow equitable involvement from a variety of constituencies and in consolidating feedback into a cohesive narrative of common themes.

If the City of Santa Paula so desires, we will work with the City Manager to create a customized community and/or staff input process.

STEP 2 DESIGN/DISTRIBUTE BROCHURE AND ADVERTISEMENTS
Mr. Phillips or Mr. Lewis and your dedicated Recruitment Coordinator will use the candidate profile developed with the City of Santa Paula to create a professional recruitment brochure, with the assistance of our professional graphic designer. The four-page, full-color brochure will describe the community, organization, position, ideal candidate, and compensation and will include pictures provided by the City of Santa Paula that you feel best represent your organization and your community.

Upon your approval, Mr. Phillips or Mr. Lewis will send the brochure by postal mail and email to a targeted audience, personally inviting potential candidates to apply for the Police Chief position.

We will also place the recruitment brochure on our website, which attracts over 11,000 unique hits 341
Bob Murray & Associates Proposal for the City of Santa Paula Page 3 weekly and is a trusted resource for candidates seeking executive and professional positions. Two sample brochures are included in this proposal package for your reference.

Mr. Phillips or Mr. Lewis will also design an effective advertising campaign appropriate for the Police Chief recruitment. Our broadest outreach comes through our active social media involvement on Facebook, LinkedIn, and Twitter, where upcoming and current positions are posted. Sources such as Western City Magazine, PublicCEO, and the Careers in Government website will be used to reach an extensive local government audience, while position-specific postings will be chosen to attract candidates who have built their careers in and are committed to the Police Chief field.

Suggested Police Chief-specific advertising sources for the City of Santa Paula’s search include:

California Police Chiefs Association
International Association of Chiefs of Police
Hispanic American Police Command Officers Association
National Organization of Black Law Enforcement Executives National Association of Women Law Enforcement Executives Bob Murray & Associates does not typically place ads with job aggregators or general job posting sites such as CareerBuilder, Monster, or Indeed, as we have found that the broad reach of these sites does not necessarily lead to quality candidates for executive and professional positions.

Reaching Diverse Candidates
Bob Murray & Associates, a woman- and minority-owned business, is proud of its commitment to attracting and placing diverse candidates. Not only do we place advertisements with websites designed to attract minority and female candidates, but our President, Valerie Phillips, is a member herself of many diversity-focused organizations including the Local Government Hispanic Network, the League of Women in Government, the Professional Women’s Network, Mexican Professionals, and Women Leading Government. She networks frequently with fellow members to gain insight into which potential candidates are leaders in their field.

Mr. Phillips or Mr. Lewis will seek to reach candidates in communities and organizations with demographic profiles and populations served like that of the City of Santa Paula, to maximize the potential for individuals from a wide variety of backgrounds, races, cultures, physical abilities, life experiences, and gender to be considered for the Police Chief position.

STEP 3 RECRUIT CANDIDATES
The strongest candidates are often those who are successful and content in their current positions and need to be sold on a new opportunity. Our extensive network of contacts, developed through over 1,400 successful placements, is a primary source for identifying and obtaining referrals for these candidates. Our in-house database of 40,000 current and former executive and professional candidates is a valuable resource that can only be built over time—time that we have invested into perfecting our process for finding the right candidates for our clients. Our aggressive outreach 342
Bob Murray & Associates Proposal for the City of Santa Paula Page 4 efforts are focused on phone calls to personally invite potential applicants, answer questions, and allay any reservations, and these efforts are essential to the success of the Police Chief recruitment.

STEP 4 SCREEN CANDIDATES
Following the closing date for the recruitment, Mr. Phillips or Mr. Lewis will screen all resumes we have received, using the criteria established in the candidate profile as a basis upon which to narrow the field of candidates. Internal candidates receive sensitive consideration, and Mr. Phillips or Mr. Lewis will discuss with the City Manager how the City of Santa Paula wishes to proceed with these candidates.

STEP 5 CONDUCT PRELIMINARY INTERVIEWS
Mr. Phillips or Mr. Lewis will personally interview the top 10 to 15 candidates from the resume screening, with the goal of determining which candidates have the greatest potential to succeed in your organization. To reduce travel-related expenses to our clients and increase efficiency in the search process, these interviews are typically conducted via Skype, FaceTime, or other convenient videoconferencing applications.

During these in-depth interviews, Mr. Phillips or Mr. Lewis will explore each candidate’s background and experience as it relates to the Police Chief position, such as significant accomplishments, size and scope of responsibility, and organizational culture. In addition, Mr.

Phillips or Mr. Lewis will discuss with the candidates their motivation for applying for the position and assess his/her knowledge, skills, and abilities. We will devote specific attention to establishing the likelihood of the candidate’s acceptance of the position if an offer of employment is made.

STEP 6 SEARCH PUBLIC RECORDS
Under the direction of Mr. Phillips or Mr. Lewis, your dedicated Recruitment Coordinator will conduct a review of published print and online articles for each recommended candidate. Sources include Lexis-Nexis™, Google, social media, and our contacts in the field. This will alert Mr.

Phillips or Mr. Lewis to any further detailed inquiries we may need to make before our recommendations are finalized.

STEP 7 MAKE RECOMMENDATIONS
Based on our findings during the preliminary interview process, Mr. Phillips or Mr. Lewis will recommend a limited number of candidates for your further consideration. He will make specific recommendations and will help facilitate discussions regarding the candidate pool, but the final determination of those to be considered will be up to you.

We typically recommend 6-8 candidates that we feel will best match your expectations, and we prepare a detailed written report on each candidate. This bound report provided to each member of the decision-making body includes:
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Bob Murray & Associates Proposal for the City of Santa Paula Page 5 Candidate list with Recommended Finalists identified in Group 1 and Group 2 (primary and secondary recommendations), as well as Internal candidates Summary of experience, education, and salary information for each Recommended Finalist candidate
Complete cover letter and resume for each Recommended Finalist candidate List of Other Applicants (those who did not meet minimum qualifications or were otherwise unsuitable, based on our screening process)
Bob Murray & Associates maintains all search records for a period of seven (7) years following each recruitment, and we are happy to forward cover letters and resumes for each applicant by postal mail or email as soon as the recruitment closes to new applications.

STEP 8 FACILITATE FINAL INTERVIEWS
Our years of experience will be invaluable as we help you develop an interview process that objectively assesses the qualifications of each candidate. We will work with the City of Santa Paula to craft and implement an interview approach that fits your needs. This may include individual and panel interviews by the City Manager and key stakeholders, community/employee interview panels, writing and presentation samples, meet-and-greets, or another specialized process element Mr. Phillips or Mr. Lewis helps the City of Santa Paula to design.

Mr. Phillips or Mr. Lewis will be present on-site during the interviews to facilitate as necessary during the process and to guide discussion to consensus regarding final candidates. Bound interview books will be provided to each interview panel member containing:

Recruitment brochure with candidate profile
Interview schedule
Suggested interview questions
Experience summary, cover letter, resume, and rating form for each candidate
Ranking forms for use during the panel interview process We will work closely with your staff to coordinate and schedule interviews and candidate travel.

Our goal is to ensure that each candidate has a very positive experience, as the way the entire process is conducted will influence the final candidates’ perception of your organization.

STEP 9 CONDUCT BACKGROUND AND REFERENCE CHECKS
Mr. Phillips or Mr. Lewis and your Recruitment Coordinator will conduct detailed reference checks for up to three (3) final candidates. To gain an accurate and honest appraisal of the candidates’ strengths and weaknesses, we will talk candidly with people who have direct knowledge of their work and management style. In addition to gaining a 360-degree view of candidates from the perspective of their supervisors, subordinates and peers for the past several years, we will make a point of speaking confidentially to individuals who may have further insight into a candidate’s abilities but who may not be on their preferred list of contacts. 344
Bob Murray & Associates Proposal for the City of Santa Paula Page 6 Your Recruitment Coordinator will work with candidates and our professional backgrounding firm, HireRight, to conduct credit, civil litigation, and motor vehicle record checks and verify candidates’ degrees.

STEP 10 ASSIST IN NEGOTIATIONS
We recognize the critical importance of successful negotiations and can serve as your representative during this process. Mr. Phillips or Mr. Lewis know what other organizations have done to put deals together with great candidates and what the current market is like for Police Chief positions in organizations like the City of Santa Paula’s. He will be available to advise you regarding current approaches to difficult issues, such as housing and relocation. We will represent your interests and advise the chosen candidate and you regarding salary, benefits, and employment agreements, with the goal of putting together a deal that results in the appointment of your chosen candidate. With our proven experience and vested interest in a positive outcome, we can turn a very difficult aspect of the recruitment into one that is straightforward and agreeable for all parties involved.

COMPLETE ADMINISTRATIVE ASSISTANCE
We receive many unsolicited testimonials each year from clients and candidates alike noting our prompt, considerate, accurate, and professional service during the search process. Throughout the recruitment, in time intervals that suit the City of Santa Paula, we will provide you with updates on the status of the search and attend to all administrative details on your behalf.

Candidates receive immediate acknowledgement of their applications, as well as personal phone calls and/or emails (as appropriate) advising them of their status at each critical point in the recruitment. Candidates who receive preliminary or final interviews and are not chosen to move forward in the interview process will receive personal calls from Mr. Phillips or Mr. Lewis on behalf of the City of Santa Paula.

It is our internal company standard that all inquiries from clients and candidates receive a response within the same business day whenever possible, and certainly within 24 hours if the inquiry is received during the work week. Mr. Phillips or Mr. Lewis will be available to the City of Santa Paula by office phone, cell phone, and email at any time to ensure a smooth and stress-free recruitment process.
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Bob Murray & Associates Proposal for the City of Santa Paula Page 7

COSTS AND GUARANTEE

PROFESSIONAL FEE AND EXPENSES
The fixed, flat professional services fee for conducting the Police Chief recruitment on behalf of the City of Santa Paula is $19,000. Services provided for in this fee consist of all steps outlined in this proposal, including three (3) days of meetings on site. The professional fee does not limit the amount of time invested by Bob Murray & Associates in promoting a successful outcome for this project. In fact, our mission for this project is to ensure we assist in identifying the right candidate for the City of Santa Paula. Therefore, Mr. Phillips or Mr. Lewis will contact the City at the first anniversary of the placement to confirm an effective transition has occurred.

The City of Santa Paula will also be responsible for reimbursing expenses Bob Murray & Associates incurs on your behalf. We estimate expenses for this project not to exceed $6,000.

Reimbursable expenses include (but are not limited to) such items as the cost of recruiter travel; clerical support; brochure development; placement of ads; credit and civil background checks; education verification; and public records searches. Postage, printing, photocopying, and telephone charges are allocated costs and included in the expense estimate. In no instance will expenses exceed this estimate without prior approval from the City of Santa Paula.

Expense reimbursement for candidate travel related to on-site interviews will be the responsibility of the City of Santa Paula.

Optional Services
Community/Staff Input Forum: $1,500/day, plus travel expenses Online survey: $250
Additional on-site meeting days: $1,500/day, plus travel expenses Additional background checks: $250/candidate
Additional reference checks: $500/candidate
Other services: $250/hour or $1,500/day
Professional Fees and Reimbursable Expenses
Professional Services (Fixed Flat Fee) $19,000
Reimbursable Expenses
Example costs and approximate amounts include:

Brochure Design and Printing ($1,275)
Advertising ($3,000)
Background Checks – 3 candidates ($550)
Consultant Travel ($600)
Other expenses – supplies, shipping, clerical ($575)
$6,000
Not-to-Exceed Total $25,000
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Bob Murray & Associates Proposal for the City of Santa Paula Page 8

GUARANTEE
Should a candidate recommended by our firm position resign or be terminated within the first 12 months of employment, we will provide the City of Santa Paula with professional services to secure a replacement. Services will be provided at no cost, aside from expenses incurred on the City of Santa Paula’s behalf during the new search. We are confident in our ability to recruit outstanding candidates and do not expect the City to find it necessary to exercise this provision of our proposal.

RECRUITMENT SCHEDULE
We are prepared to start work on this assignment upon receipt of a signed professional services agreement or other written, authorized notification. A full search can be completed in 13-16 weeks from the date of initial meetings with our client.

The final recruitment schedule will be determined in collaboration with City of Santa Paula. A typical timeline of tasks and events is included here for reference. 347
Bob Murray & Associates Proposal for the City of Santa Paula Page 9

FIRM PROFILE

OUR STAFF

OUR STAFF
Bob Murray & Associates is a small firm focusing exclusively on executive search services. We have a team of fifteen (15):

Bob Murray, Founder
Valerie Gaeta Phillips, President
Gary Phillips, Executive Vice President
Joel Bryden, Vice President
Yasmin Beers, Senior Executive Recruiter
Carmen Valdez, Senior Executive Recruiter
Adele Fresé, Senior Executive Recruiter
Bryan Hill, Senior Executive Recruiter
Stacy Stevenson, Senior Executive Recruiter
Deanna Cantrell, Executive Recruiter
Jon Lewis, Executive Recruiter
Alexandria Kopack, Recruitment and Operations Manager
Kathy Lolas, Senior Recruitment Coordinator
Stephanie Marshall, Recruitment Coordinator
Gini Herndon, Contracts Administrator/Bookkeeper

BOB MURRAY, FOUNDER
Mr. Murray—known simply as “Bob” to his clients and candidates throughout the western U.S.— brings over 40 years’ experience as a recruiter and is recognized as one of the top local government recruiters in the nation. He conducted hundreds of searches for cities, counties, and special districts and was called on to conduct searches for some of the largest, most complex organizations in the country—and some of the smallest. Bob conducted searches for chief executives, department heads, professional and technical positions, taking the lead on many of the firm’s most difficult assignments with great success. His clients retained him again and again, given the quality of his work and success in finding candidates for difficult to fill positions.

As our Founder, Bob currently takes on few searches personally but continues to be an active presence at Bob Murray & Associates, providing valued insight and experience to our team members regarding all aspects of the recruitment process.

Mr. Murray received his Bachelor of Science Degree in Criminology from the University of California at Berkeley with graduate studies in Public Administration at California State University at Hayward.

VALERIE GAETA PHILLIPS, PRESIDENT AND RECRUITER
Ms. Gaeta Phillips has over 18 years of recruiting experience, including more than a decade of recent experience in executive search for public, private, and startup companies nationwide. Since 348
Bob Murray & Associates Proposal for the City of Santa Paula Page 10 joining Bob Murray & Associates, Valerie has completed over 160 searches in a diverse range of fields, including city and general management, planning, finance, human resources, transportation, communication and public relations, community and economic development, information technology, parks and recreation, and operations. She has recruited at all levels of municipal and non-profit organizations, from technicians and engineers to Executive Directors and Chief Executive Officers.

Valerie is valued for her passion for finding and retaining the most outstanding candidates for even the most difficult or untraditional assignments and for her commitment to her clients’ success; she is also active in a variety of industry organizations and in diversity-focused associations. Valerie is called upon often to serve as an expert speaker on topics such as managing one’s online reputation, diversity issues in municipal and non-profit leadership, and how to identify a positive placement for the organizational culture.

Ms. Gaeta Phillips, along with Executive Vice President Gary Phillips, has a passion for helping people, evidenced by fundraising, sponsorship, and involvement in raising awareness for organizations such as Autism Speaks, the UC Davis M.I.N.D. Institute, and the Northern California Special Olympics.

GARY PHILLIPS, EXECUTIVE VICE PRESIDENT AND RECRUITER
Since joining Bob Murray & Associates, Mr. Phillips has completed over 125 searches for executives and professionals in a wide variety of fields including animal services, city and general management, planning, legal counsel, cyber security, and human resources. Gary’s clients have ranged from municipal government to non-profit and private sector organizations, and he has sourced outstanding candidates for positions from the level of division managers up to City Managers, Executive Directors, and General Managers.

Gary started his career with a New York-based Fortune 100 company and quickly became a Senior Manager, building and running a large customer service organization that eventually expanded to 13 countries in Europe. He proceeded to hold senior leadership positions in several Fortune 500 companies, with noted successes such as building an organization from two to 250 employees worldwide and growing a company from 800 to 1200 employees.

As part of an executive acquisition and recruiting team, Gary helped build a start-up enterprise software company in San Francisco, recruiting top-notch talent and building a world-class organization. He has maintained customer relationships in the public sector and the private sector, including medical and financial institutions. He prides himself on finding key talent and offering the best customer service to his clients.

Mr. Phillips, along with Ms. Gaeta-Phillips, is involved in his community as a soccer coach, as an organizer of fundraisers for Autism Speaks and the UC Davis M.I.N.D. Institute, and as a sponsor of the Northern California Special Olympics. Mr. Phillips received his Associate of Science degree and completed additional coursework at Rochester Institute of Technology, NY. 349
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JOEL BRYDEN, VICE PRESIDENT AND RECRUITER
Mr. Bryden has over 30 years of local government experience that he brings to the firm, having retired as Chief of Police in Walnut Creek, CA prior to joining Bob Murray & Associates in 2013.

Throughout his career, Joel has been involved in public sector consulting, with vast experience in hiring and promotional processes, as well as interviewing candidates for advancement in all aspects of local government.

Joel has a solid reputation as a leader in the public sector and his ability to find and evaluate outstanding applicants for our clients is invaluable in the search process. Since joining Bob Murray & Associates, Joel has conducted over 100 recruitments in a broad range of sectors including police, fire, building, planning, city management, and general management. He is often called upon to recruit specialized or difficult-to-fill positions, such as Independent Police Auditor.

Mr. Bryden is a graduate of the FBI National Academy and obtained his Bachelor of Arts Degree in Communication from San Diego State University. He is currently based in Walnut Creek, CA.

YASMIN BEERS, SENIOR EXECUTIVE RECRUITER
Yasmin Beers brings over 33 years of municipal government experience to Bob Murray and Associates. Yasmin retired as the City Manager for Glendale with a population of over 200,000.

She served as Chief Executive Officer overseeing close to 2,000 employees serving in Police, Fire, Public Works, Parks, Community Development, Library Arts & Culture, Innovation Performance & Audit, and Water & Power to name a few.

Yasmin’s three decades of experience in public service brings extensive background in public sector finance, human resources management, contract negotiations, strategic planning & organizational leadership, policy development, emergency response & planning, team building and performance improvement. Throughout her career, Yasmin has had a great deal of experience in recruiting, selecting and hiring employees for executive and management level positions with a focus on the organizational needs and culture.

Yasmin currently serves on the Glendale Adventist Medical Center’s Civic Advisory Board and the Advisory Board for Village Christian School. Yasmin is a past member of Soroptimist International of Glendale where she served as President in 1999/2000. She is a past board member of Glendale Healthy Kids, Salvation Army and the American Red Cross. In 2011 the Glendale Chamber of Commerce recognized Yasmin as Woman of the Year; in 2013 she was the recipient of The Armenian American Woman of Excellence Award; in 2014 Yasmin was recognized by the Glendale Educational Foundation for her distinguished service and philanthropic efforts; in 2015, YWCA awarded Yasmin with the Heart & Excellence Award; in 2017, she was recognized by Business Life Magazine as a Women Achiever; and in 2018 the California State Senate recognized Yasmin as one of the Woman of the Year, each a tribute to her core values that represent her civic responsibilities, volunteerism and community service.

Yasmin has a Bachelor of Arts degree in Political Science from California State University, Northridge and a Master’s degree in Organizational Leadership from Woodbury University. 350
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CARMEN VALDEZ, SENIOR EXECUTIVE RECRUITER
Carmen Valdez provides executive recruitment and human resource services to municipal government agencies and non-profits. She has more than 25 years’ experience in team-building, executive search, general human resources, classification and compensation, testing, policy development, performance management, organizational development, discipline, and other employee relations activities.

Carmen has most recently been consulting with Municipal Resource Group, prior to which she spent over 30 years with the City of Milpitas, a Silicon Valley city of 70,000 residents. In this capacity, she was responsible for collective bargaining, PEPRA and Affordable Care Act implementation, modernizing Human Resource services to improve efficiencies and reduce costs, revamping the Workers Compensation service delivery and completing a City-wide strategic plan. Carmen also spent almost 2 years as the Director of Recreation Services.

In addition to her significant experience in the public sector, Carmen earned a Bachelor of Arts degree in Business from University of Phoenix. She is also a member of Local Government Hispanic Network and League of Women in Government. She is an avid runner and enjoys giving back to her community.

ADELE FRESÉ, SENIOR EXECUTIVE RECRUITER
Adele Fresé brings 27 years of local government experience to Bob Murray & Associates, having retired as Chief of Police in Salinas, CA prior to joining the firm in 2021. Adele began her public service career in 1985 as an active-duty member of the United States Marine Corps before serving the City of Corpus Christi for 20 years.

Adele has extensive experience in hiring and promotional processes, as well as interviewing candidates for advancement in all aspects of local government.

During her 7 years as a Chief of Police, Adele exercised strong leadership and implemented monumental changes leading to the diversification of her agency’s sworn staff. Adele’s commitment to collaboration with the public and law enforcement agencies earned her the Partner of the Year Award from Homeland Security Investigations, and her Department the Community Policing Award from the Community Policing Institute of California.

Adele received her Bachelor of Science degree in Criminal Justice Administration from California State University at Hayward, and a minor degree in Sociology. She earned a Master of Science in Public Safety, completed the Senior Executives in State and Local Government program at the Harvard Kennedy School, and PERF’s Senior Management Institute for Police. She is a Texas Certified Public Manager.

BRYAN HILL, SENIOR EXECUTIVE RECRUITER
Chief Bryan Hill (ret.) spent over 30 years serving as a public safety leader in the San Francisco Bay Area. During his career, he worked for three appreciably different East Bay cities and developed and led several regional programs providing him a broad perspective of local government. Much of Bryan’s career was spent working in a wide variety of leadership and 351
Bob Murray & Associates Proposal for the City of Santa Paula Page 13 executive level roles. As a police chief and city department head he was known for a progressive and principled leadership approach.

Throughout his career, Bryan emphasized community engagement. As a municipal government executive, he was dedicated to establishing lasting community partnerships, building strong teams, and continues to participate in leadership development.

Bryan received the California Police Officer’s Association Award of Distinction for his efforts in developing regional partnerships that increased efficiencies, professionalism and service to the community. Bryan received his Bachelor of Arts degree in Social Science from California State University, Sacramento and he earned a Master of Science in Organizational Leadership. He is a graduate of the FBI National Academy and holds a California POST Executive Certificate.

STACEY STEVENSON, SENIOR EXECUTIVE RECRUITER
In Ms. Stevenson’s 32 years of service in municipal government, she worked for the California cities of San Diego, National City, and Murrieta. Ms. Stevenson began her professional career in City of San Diego as a Personnel Analyst and went on to work in the Personnel, Metropolitan Wastewater, Engineering, and Contracting departments; as well as the City Manager’s office, progressing from Analyst to Deputy Director. She also assumed special projects such as the creation and opening of the City’s neighborhood service centers and Liaison to the City Council.

From San Diego she joined the City of National City where she served as the Director of Human Resources, the Director of Administrative Services, and Deputy City Manager. She oversaw Community Services, Finance, Human Resources, and Information Technology; and managed special projects such as the balloting and passage of the City’s local sales tax and the implementation of a new payroll module.

In the City of Murrieta, Ms. Stevenson served as Administrative Services Director and Deputy City Manager, again overseeing Community Services, Finance, Human Resources and Information Technology and managing special projects. Ms. Stevenson has also served as a commissioner on both the Child Care and Civil Service Commissions for the City of Chula Vista.

Ms. Stevenson holds a Bachelor’s degree in Industrial Organizational Psychology as well as a Master of Business Administration degree with an emphasis in Human Resource Management.

DEANNA CANTRELL, EXECUTIVE RECRUITER
Deanna Cantrell brings 28 years of municipal government passion and experience to Bob Murray & Associates as an executive recruiter. Deanna is recognized as a prominent driver of public safety leadership, innovative and evidence-based problem solving, advancing trust and community building, and developing leaders. She has a proven record for exceptional communication, talented public speaking, forward thinking policing, strategic planning, staff development, mentoring, and coaching.

Deanna was the Chief of Police for the City of Fairfield, California for over two years. Prior to that, Deanna served almost five years as the Chief of Police in San Luis Obispo (SLO) California, 352
Bob Murray & Associates Proposal for the City of Santa Paula Page 14 and over 21 years with the Mesa, Arizona Police Department where she moved through the ranks from Officer to Assistant Chief.

Deanna has built a deep-rooted history of building trust with the community, improving employee health and wellness, and advancing meaningful police transformation. Deanna has developed numerous testing processes, has assisted in over 20 executive recruitments, and is gifted in mentoring, coaching and recognizing and developing talent. She served for four years as the Co-Chair for the California Women Leaders in Law Enforcement (WLLE) and is the WLLE Foundation Board President, also chairing the mentoring committee. Deanna served for six years on the California Police Chiefs Association Board. She is currently an Executive Fellow for the National Policing Institute and is on the Board for Police2Peace. In 2018 Deanna was selected as the 24th District, California Congressional Woman of the year, and in 2022, Women Leaders in Law Enforcement established the Deanna Cantrell Exceptional Leadership award.

Deanna holds a Bachelor of Science in Education and a Master of Administration from Northern Arizona University. She has an Executive Development Certificate from CA POST, teaches Advancing Ethical Leadership for CA POST through Cal State Long Beach, and is a graduate of Northwestern University Police Staff and Command School where she is also an adjunct faculty member, teaching policy, executive image, strategic planning, internal conflict.

Deanna enjoys the arts, playing the guitar, golfing, and growing future leaders.

JON LEWIS, EXECUTIVE RECRUITER
Jon Lewis brings over 30 years of municipal government experience to Bob Murray and Associates. Jon began his career in public service in 1991 with the City of Newport Beach, an iconic coastal community of 53 square miles in Southern California. After successfully working his way through the ranks of the Police Department, he honorably retired in December of 2022 after serving as the Chief of Police for nearly seven years. Jon is known for his commitment to selfless service, ethical leadership and maintaining longstanding community partnerships. During his tenure as Chief of Police, the Newport Beach Police Department achieved reduction in crime to historic lows through effective, data-driven community policing strategies as well as excellence in emergency response and 911 call answer times.

Jon graduated with honors from California State University Long Beach with a Bachelor of Science degree in Criminal Justice and Speech Communication, and holds a Master of Arts degree in Criminal Justice from Chapman University. He is a graduate of several advanced law enforcement training courses including the California Commission on Peace Officer Standards and Training Command College. Jon has authored two university-level textbooks in criminal justice and is an instructor with the Center for Criminal Justice Research and Training at California State University Long Beach.

He and his wife, Darcy, have two children and reside in Orange County. 353
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ALEXANDRIA KOPACK, RECRUITMENT AND OPERATIONS MANAGER
Alex is the Recruitment & Operations Manager with Bob Murray & Associates, and partners closely with each executive recruiter to support both clients and candidates through the entire recruitment process. Alex also offers support to the recruitment coordinators by ensuring each employee has the tools necessary for success within the firm. She also posts available positions to job boards, schedules interviews, conducts background checks on candidates, and creates marketing materials for each search.

Alex graduated with a bachelor’s degree in Business Administration from Boise State University.

She has several years of experience in many different office settings and is eager to assist in the hiring process.

In her spare time, Alex enjoys spending time with her husband, family, and poodle (Theo), as well as playing tennis whenever weather allows.

KATHY LOLAS, SENIOR RECRUITMENT COORDINATOR
Kathy recently joined the Bob Murray & Associates team after eight years of retirement. She is serving as a Recruitment Coordinator and brings over 30 years of experience from the residential real estate, state government, and life coaching industries. As a Recruitment Coordinator, Kathy partners closely with executive recruiters to provide support to candidates and clients throughout the recruitment process. She assists with scheduling, conducting background checks, creating marketing materials, and posting advertisements for open recruitments.

Kathy returned to graduate school in 2015, earned her Master’s degree and launched a private lifecoaching practice. She is known for her outgoing personality, attention to detail and collaborative approach to successfully completing executive recruitments. In her free time, Kathy enjoys playing jazz piano, travel, boating, and playing with her poodle, “Rocky”.

STEPHANIE MARSHALL, RECRUITMENT COORDINATOR
Stephanie serves as a Recruitment Coordinator with Bob Murray & Associates, partnering closely with executive recruiters to support clients and candidates through the recruitment process. She assists with scheduling interviews, creating marketing materials, posting advertisements, and conducting background checks, as well as many other administrative tasks that contribute to the success of each recruitment.

Stephanie graduated with a Bachelor’s degree in Anthropology and earned a Paralegal certification from the University of California, Davis. She’s worked in various offices before her time at Bob Murray & Associates and is excited to assist in the hiring process.

During her free time, Stephanie enjoys spending time with family, reading high fantasy novels, and being out on the water.
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GINI HERNDON, CONTRACTS ADMINISTRATOR/BOOKKEEPER
Ms. Gini Herndon is the Contracts Administrator/Bookkeeper at Bob Murray & Associates. Ms.

Herndon is the first point of contact at Bob Murray & Associates and has an extensive administrative background in business law.

Ms. Herndon is known for her collaborative approach as she works closely with our internal team and clients to ensure a successful search. As a first point of contact, Ms. Herndon is highly professional and maintains a high level of confidentiality and sensitivity. 355
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CORPORATION
Bob Murray & Associates was founded in May 2000 and operated under the corporation name MBN Services, Inc. until June 2014; our new corporation name is GVP Ventures, Inc., incorporated in California in 2014. Contact information for the corporation and the firm is as follows:

GVP Ventures, Inc. OR Bob Murray & Associates
1544 Eureka Road, Ste. 280
Roseville, CA 95661
(916) 784-9080
[email protected]
Our corporation and firm are financially sound (and have been so since 2000), with documentation from our accountant available to your organization prior to final execution of a professional service agreement. We have never been involved in any litigation, aside from our personnel serving as expert witnesses when called to do so.

PROFESSIONAL ASSOCIATIONS
Our firm, represented by either our President or our Executive Vice President, are involved in the following organizations to remain engaged with current and future issues relevant to the work we conduct on behalf of clients like City of Santa Paula:

California Special Districts Association – Member
California City Management Foundation (CCMF) – Member
International City/County Management Association (ICMA) – Member League of California Cities – League Partner
League of Women in Government – Sponsor/Member
Municipal Management Association of Northern California (MMANC) –Sponsor/Member Municipal Management Association of Southern California (MMASC) –Sponsor/Member National Forum for Black Public Administrators (NFBPA) – Committee member for Marketing and Branding
Members of our leadership team not only attend events sponsored by these associations but are also frequently called upon to serve as panel members and to provide specialized lectures regarding industry-specific issues.

Recent and upcoming speaking engagements and trainings provided by our staff include:
“Role of the Chief” class, presented by Joel Bryden on behalf of the California Police Chiefs Association
Organization of Latino Affairs invited speaker, Valerie Phillips for Hispanic Heritage Month; and
“The Next Step on Your Career Ladder: A Rung Up or a Missed Step? What City Managers are Seeking to Create a Dream Team,” Bob Murray & Associates is a leading participant on the MMANC 2019 Conference Panel
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REFERENCES
Clients and candidates are the best testament to our ability to conduct quality searches. Clients for whom Bob Murray & Associates has recently conducted similar searches are listed below:

CLIENT: City of Anaheim, CA
POSITION: Chief of Police
REFERENCE: Mr. James Vanderpool, City Manager
(714) 936-0972
CLIENT: City of Azusa, CA
POSITION: Police Chief
REFERENCE: Mr. Sergio Gonzalez, City Manager
(626) 812-5239
CLIENT: City of Oceanside, CA
POSITION: Police Chief
REFERENCE: Ms. Deanna Lorson, Former City Manager
(760) 435-3065
Mr. Rob O’Brien, Human Resources Director
(760) 435-3496
We appreciate the City of Santa Paula’s consideration of our proposal and look forward to working with you.
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Santa Paula City Council Tentative Agenda Schedule
Updated 8/10/2023
DEPARTMENT Wednesday, September 6, 2023 Proposed
Date
P&R Notice of Completion for B&G Club Restrooms 9/6/23
PD Police Department Report 9/6/23
P&R Parks & Recreation Department Report 9/6/23
PW Response to Grand Jury Report Entitled Water Availability for Wildfires
9/6/23
PW FEMA Floodplain Management Ord Update 9/6/23
CDD Spirit Operator Agreement 9/6/23
Admin Chamber of Commerce Agreement 9/6/23
Admin Pilot Interpretation Program Update 9/6/23
P&R Pre Apprenticeship Program / ARPA allocation 9/6/23 Admin City Manager Office Restructuring 9/6/23
Admin City Attorney Services Agreement 9/6/23
PW Professional Consulting Service on Call Agreements 9/6/23 Wednesday, October 4, 2023
PW Main Street Crosswalk Improvements Project Contract Award 10/4/23 CDD Façade Improvement Program 10/4/23
Admin Council Procedural Guidelines Adoption 10/4/23
PW Citywide Street Maintenance Construction Award (Fall PMP Funding)
10/4/23

STUDY SESSION TOPICS
Admin No Smoking Ordinance
P&R Oil Museum Use Options
Attorney Municipal Code Update Overview October
Attorney Review of Code of Conduct Policy September

FUTURE AGENDA ITEMS
PW Plans & Specifications for 8th Street Streetlight Repair Project Admin SoCal Edison Discussion on Rates
Finance Unclaimed Funds
CDD VCTC Update on Railroad
CDD Cultural Arts Update
Finance Travel Policy Update Sept. / Oct.

Admin Review City Flag Policy October
CDD ADU Ordinance
Legal Fire MOU Amendment
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