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HomeMy WebLinkAboutTC Agenda 2019-04-03 TOWN OF TII3URON Tiburon Town Council Tiburon ToNvii Hall •;' April 3,2019 1505 Tiburon Boulevard- Special Meeting—6:00 P.M. 4'! Tiburon, CA 94920 Regular Meeting—7:30 P.M. TIBURON TOWN COUNCIL AGENDA SPECIAL MEETING-6:00 P.M. CALL TO ORDER AND ROLL CALL Councilmember Fraser,Councilmember Thier,Councilmember Welner,Vice Nlayor Fredericks, Mayor Kulik CLOSED SESSION 1. CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION (Pursuant to Government Code Section 54956.9(d)(1)) Name of Case:People of the State of California v.Rosea Tjuatja,Marin County Superior Court Case No. CIV 1801979 2. CONFERENCE WITH LEGAL COUNSEL-EXISTING .LITIGATION (Pursuant to Government Code Section 54956.9(d)(1)) Name of Case:Tiburon Open Space Committee,et al.v.County of Marin,Marin County Superior-Court Case No. CIV 1704069 3. Public Employee Performance Review:Government Code Section 54957 Title:Town Manager INTERVIEWS FOR VACANCI.ES ON TOWN BOARDS&COMMISSIONS • Maxwell Hanning • Eric\V'oodward ADJOURNMENT- to regularmeeting REGULAR MEETING-7:30 P.M. CALL TO ORDER AND ROLL CALL COunCilmembcr Fraser,Councilmember Thier,Councilmember Welner,Vice Mayor Fredericks, Nlayor Kulik ANNOUNCEMENT OF ACTION TAKEN IN CLOSED SESSION IF ANY ORAL COMMUNICATIONS Persons wishing to address the Town Council on subjects not on the agenda may do so at this time. Please note however, that the Town Council is not able to undertake extended discussion or action on items not on the agenda. Matters requiring action will be referred to the appropriate Commission,Board, Committee or staff for consideration or placed on a future Town Council meeting agenda. Please Iii-nit your comments to three (3)minutes. CONSENT CALENDAR All items on the Consent Calendar may be approved by one motion of the Town Council unless a request is made by a member of the Town Council,public or staff to remove an item for separate discussion and consideration. If you wish to speak on a Consent Calendar item, please seek recognition by the Mayor and do so at this time. CC-1. Town Council Minutes - Adopt minutes of March 6, 2019 special and regular meetings (Department of Administrative Services) CC-2. Town Council Minutes-Adopt summary of March 15,2019 Town Council retreat(Department of Administrative Services) CC-3. Town Council Minutes - Adopt minutes of March 20, 2019 special and regular meetings (Department of Administrative Services) CC-4. 8 Rolling Hills Road -Adopt resolution partially granting appeal of Site Plan and Architectural Review (Community Development Department) CC-5. Virginia Utility Undergrounding District - Award construction management contract to Green Valley Consulting Engineers in the amount of$128,215 (Department of Public Works) CC-6. Investment Summary - Adopt investment summary for month ending February 28, 201.9 (Department of Administrative Services) ACTION ITEMS AI-1. Virginia Utility Undergrounding District - Consider adoption of Resolution of Issuance authorizing issuance of Series 13 Bonds and amendment to the Town's Debt Policy (Office of the Town Manager) AI-2. General Fund Reserves Update - Reccivc report from Town Manager regarding various Fund Reserves(Office of the Town klanagcr) AT-3_ Tnwn C o nnril C o inmirrrr Annninrmf-nrc— C-nn Jr1or fnrmarinn and mi-rnh(-r-innninrrnonrc rnr Sustainability/Environmental standing committee (Department of Administrative Services) AI-4. Single-Use Food Service Ware Ordinance - Discuss and provide direction to staff regarding possible ordinance related to single-use food scr\'ice (Office of the Town 1vianager) TOWN COUNCIL REPORTS TOWN MANAGER REPORT WEEKLY DIGESTS • Town Council Weekly Digests—March 22&29, 2019 ADJOURNMENT GENERAL PUBLIC INFORMATION ASSISTANCE FOR PEOPLE WITH DISABILITIES In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting,please contact the Town Clerk at (415) 435- 7377. Notification 48 hours prior to the meeting will enable the Town to maize reasonable arrangements to ensure accessibility to this meeting. AVAILABILITY OF INFORMATION Copies of all agenda reports and supporting data are available for viewing and inspection at Town Hall and at the Belvedere-Tiburon Library located adjacent to Town Hall. Agendas and minutes are posted on the Town's website, www.townoftiburon.org. Upon request, the Town will provide written agenda materials in appropriate alternative formats, or disability-related modification or accommodation, including auxiliary aids or services, to enable individuals with disabilities to participate in public meetings. Please send a written request, including your name, mailing address,phone number and brief description of the requested materials and preferred alternative format or auxiliary aid or service at least 5 days before the meeting. Requests should be sent to the Office of the Town Cleric at the above address. PUBLIC HEARINGS Public Hearings provide the general public and interested parties an opportunity to provide testimony on these items. If you challenge any proposed action(s) in court, you may be limited to raising only those issues you or someone else raised at the Public Ilearing(s) described later in this agenda, or in written correspondence delivered to the Town Council at,or prior to,the Public Hearing(s). TIMING OF ITEMS ON AGENDA While the Town Council attempts to hear all items in order as stated on the agenda, it reserves the right to take items out of order. No set times arc assigned to items appearing on the Town Council agenda. A fown of Tiburon r 1505 Tiburon Blvd., Tiburon, CA 94920 Itefanitownoftiburon.org _.t . 415.435.7377 TOWN OF TIBURON COMMISSION, BOARD & COMMITTEE APPLICATION The Town Council considers appointments to its various Town commissions, boards and committees throughout the year due to term expirations and unforeseen vacancies. In its effort to broaden participation by local residents in Tiburon's local governmental process and activities, the Council needs to know your interest in serving the Town in some capacity. Please indicate your specific areas of interest and special skills or experience which would be beneficial to the Town, by completing this form and returning it to Town Hall with a resume. Copies will be forwarded to the Town Council and informal applicant/Council interviews are scheduled periodically during the year. Your application will also remain on file at Town Hall for a period of one (1) year. Thank you for your willingness to serve the Tiburon community. Lea Stefani Town Clerk Full Name: Maxwell Haning Date: 03/27/19 Please indicate your areas of interest in numerical order: 1 Planning Commission Parks, Open Space & Trails Comm. Design Review Board Bel-Tib Joint Recreation Board Heritage & Arts Commission Disaster Advisory Council Bel-Tib Library Board Commission on Aging Affordable Housing Building Code Appeals Board Address: 246A Esperanza St. Street Address Apartment/Unit# Tiburon CA 94920 City State ZIP Code Phone: 608-963-9238 Email: Max@I DSISolutions.com LUISBetween the views, history, architecture and people, Tiburon is the most beautiful town in the world. With that being said, there is always room for improvements. My goal in joining the planning commission is to see our town grow and flourish while maintaining the rich culture and history that is embedded within it so deeply. I feel that my input and expertise will have a lasting positive impact on our community. I currently own and manage an international consulting company. My day-to-day consists of working with boat dealers to streamline their finance office and increase profitability. Since a town is run much like a business, this position would be a natural fit. I understand each decision, even the smallest ones, can have a lasting impact and create unintended consequences. That is why I spend excessive amounts of time researching every problem and designing a solution that will have the highest chance of a positive outcome. Sometimes, that solution is doing nothing. In addition to my aforementioned skills, I also possess the ability to calmly broker and mediate the outcome between two parties. My career experience has been extensively in sales, and sales training, which is essentially the art of negotiating. Public Disclosure Notice: Submitted application materials constitute a public record and may be publicized in their redacted form as part of Town Council meeting materials. Maxwef i Max@IDSlsolutions.com P:X4 608-963-9238 0 Be First,Be Different,Be Better. 246A Esperanza St.Tiburon,CA 94920 WORK EXPERIENCE COMPETENCES VP and Owner Adobe Suite 7 000 Innovative Dealer Services Office Suite fi a Partnered with dealers to increase their Business Office profitability.Focused on introducing new products in to PHP,Visual Basic,Java,HTML 66060 dealerships and offered extensive training to guarantee success. Created and deployed an entirely new product within the Product Marketing 99609 industry.Development included market research on pricing, compiling various service data points in a coherent way and Training Development branding the product so that it would be enticing to both dealerships and consumers. 00600f l M(Saesorce/ZOHO) • Developed and deployed an interactive online dealer portal. CR The portal contained digital warranties,instant product ordering,and other daily resources.This greatly increased our Sales Cycle 00000 reach while also making our dealers more productive. • Created interactive training modules to quickly on-board dealers or train new hires.Training was geared toward PROFESSIONAL PROJECTS professional adult learners and contained tests for comprehension. Platinum Protection Branding Campaign Designed alt company marketing,including brochures,websites, sell sheets,videos,trade show booth,and branded give-a-ways. Corporate Trade Show Booth Responsible for an International sales territory that included IDSI Corporate Website both the United States and Canada.Frequently traveled to dealer locations for on-site training and implementation. Perfect Pre-Paid Maintenance Product Launch Developed and maintained an in depth company sales tracker that included historical trends and market predictions. ACHIEVEMENTS Account Executive i Designed,sold,and launched an application for the iPhone. Dex Media ---.a 12 ` 0Recognized for top customer renewal and growth rate in the entire Midwest «r Sales Representative Successfully designed,branded and distributed a new product TDS Telecommunications to the boating industry Consulted by a Fortune 500 for feature and marketing ideas on an upcoming product r Account Executive Star Connection Featured in a national talent acquisition video for a Fortune 500 Achieved Google AdWords certification Business Manager Schulz Chevrolet ORGANIZATIONS Marine Retailer Association of America Account Executive RE ' National Association of Sales Professionals Rinimax, Inc. J r Graphics Designer INTERESTS Next Level Design Sailing Scuba Diving Motorcycling Graphics Design Technology Programming Travel Social Dynamics Community pa Town of TibUron � 1505 Tiburon Blvd., Tiburon, CA 94920 oIstefanitcawnaftiburon.org 415.435.7377 TOWN OF TIBURON COMMISSION, BOARD & COMMITTEE APPLICATION The Town Council considers appointments to its various Town commissions, boards and committees throughout the year due to term expirations and unforeseen vacancies. In its effort to broaden participation by local residents in Tiburon's local governmental process and activities, the Council needs to know your interest in serving the Town in some capacity. Please indicate your specific areas of interest and special skills or experience which would be beneficial to the Town, by completing this form and returning it to Town Hall with a resume. Copies will be forwarded to the Town Council and informal applicant/Council interviews are scheduled periodically during the year. Your application will also remain on file at Town Hall for a period of one (1) year. Thank you for your willingness to serve the Tiburon community. Lea Stefani Town Clerk Full Name: EPIC Woodward Date: 3/19/19 Please indicate your areas of interest in numerical order: 1 Planning Commission Parks, Open Space & Trails Comm. 2 Design Review Board Bel-Tib Joint Recreation Board Heritage & Arts Commission Disaster Advisory Council Bel-Tib Library Board Commission on Aging Affordable Housing Building Code Appeals Board J, Address: 2 Bartel Ct Street Address Apartment/Unit# Tiburon, CA 94920 City State ZIP Code Phone: 212.991 .8300 Email: ewoodward@gmail.com I have lived in Tiburon for two years now and we are raising our three children (ages 5, 7 and 8) with a focus on giving back and helping others. As part of that commitment my wife is the Chief Development Officer for American Red Cross California and in addition to my job, I volunteer for local events where my time and experience can make a difference. Having lived in San Francisco for ten years and then New York City for ten years, I have seen the positives and negatives from various planning commissions and Design Review Boards. When done well, you end up with a beautiful, vibrant community like what Tiburon has created and fostered. I would take pride in being a steward of the future aesthetics and infrastructure of the Town of Tiburon. Over the last 10 years, I have developed, designed, renovated and/or constructed seven properties spanning multiple cities and multiple planning commissions. While this is a passion of mine, it is not my full-time job. I spend my days leading a team of talented individuals to build products for financial institutions to keep their customers safe from fraud and enabling better customer experiences. Whether in my building projects or my work, my focus is always on the end consumer and what will be most meaningful and useful to them in the long-run. I would take that same lens in thinking through the needs of Tiburon residents. Public Disclosure Notice: Submitted application materials constitute a public record and may be publicized in their redacted form as part of Town Council meeting materials. CC-1 TOWN COUNCIL SPECIAL AND REGULAR MEETINGS DRAFT MINUTES SPECIAL MEETING —7:00 P.M. On March 6, 2019, the Council held a special meeting as follows: CALL TO ORDER AND ROLL CALL COLIncilmember Fraser, Councilmember Thier, Councilmember Welner, Vice Mayor Fredericks, Mayor Kulik INTERVIEWS FOR VACANCIES ON TOWN BOARDS & COMMISSIONS • Chuck I-Iornbrook • Erika Stahlman ADJOURNMENT—to regular meetiu� REGULAR MEETING —7:30 P.M. Mayor Kulik called the regular meeting of the Tiburon Town Council to order at 7:30 p.m. on Wednesday, March 6. 2019, in Town Council Chambers, 1505 Tiburon Boulevard, Tiburon, California. ROLL CALL PRESENT: COUNCILMEMBERS: Fraser, Fredericks, Kulik, Thier, Wehner ABSENT: COUNCII.,MEMBERS: None PRESENT: EX OFFICIO: Town Manager Chanis, Town Attorney Stock, Director of Community Development Kwon, Director of Administrative Services Sweitzer, Director of Public Works/Town Engineer Barnes. Associate Planner O`Malley, Town Cleric Stefani ANNOUNCEMENT OF ACTION TAKEN IN CLOSED SESSION IF ANY None. ORAL COMMUNICATIONS None. INTRODUCTION OF NEW TOWN STAFF • David Eshoo, Associate Engineer CONSENT CALENDAR Page] of 7 Toivn Council Alimrtes --01-2019 DRAFT Mureh 6, 2019 CC-I. Town Council Minutes—Adopt minutes of February 20. 2019 special and regular meetings (Town Clerk Stefani) CC-2. Investment Summary—Adopt investment summary for month ending .January 31, 2019 (Department of Administrative Services) CC-3. Virginia Utility Undergrounding District Project—Award contract for the Virginia Undergrounding Project to Kerex Engineering, Inc. (Department of Public Works) CC-4. Local Hazardous Mitigation Plan—Adopt Resolution adopting the 2018 Marin County Multi-Jurisdictional Local Hazardous Mitigation Plan (Community Development Department) MOTION: To adopt Consent Calendar Items 1-4, as written. Moved: Fraser, seconded by Thier VOTE: AYES: Unanimous ACTION ITEMS AI-1. Appointments to Town Boards & Commissions—Consider reappointment of commissioners whose terms have expired or appointment of new members to boards & commissions (Department of Administrative Services) Town Clerk Stefani said this item was consideration of annual reappointments or new appointments to boards and commissions. She said a nUrnber of commissioners had indicated they would like to be reappointed, and the Council also interviewed several new applicants for the opening seats. She noted that the Council would consider the appointment for The Ranch Committee at a later date, and there had been additional resignations fi-om the Planning Commission and Design Review Board recently. Vice Mayor Fredericks commented that it may be appropriate to reopen the application period for one or more of the seats due to the recent developments. MOTION: To reappoint Jerry Riessen to the Belvedere-Tiburon Joint Recreation Committee. Moved: Thier, seconded by Fredericks VOTE: AYES: Unanimous MOTION: To reappoint Mark Swanson to the Building Code Appeals Board. Moved: Fredericks, seconded by Fraser VOTE: AYES: Unanimous Pu ire 2 (?f'7 Town Council Alimaes 904-2019 DRAFT March 6, 2019 Mayor Kulil< said he would like to delay tonight's Design Review Board appointments. and reopen the application period. He said this was a significant turnover on the DRB, and the loss of both architects was significant. MOTION: To direct staff to reopen the application period for two seats on the Design Review Board, and accept applications until April l l at 5:00 p.m., and schedule interviews with the Town Council for the new applicants. Moved: Kulik, seconded by Fredericks VOTE: AYES: Unanimous MOTION: To reappoint Victoria Fong to the Heritage & Arts Commission. Moved: Fraser, seconded by Fredericks VOTE: AYES: Unanimous MOTION: To appoint Chuck Hornbrook to the Parks, Open Space and Trails Commission. Moved: Fraser, seconded by Thier VOTE: AYES: Unanimous MOTION: To reappoint Erica Williams to the Planning Commission. Moved: Fredericks, seconded by Welner VOTE: AYES: Unanimous AI-2. Annual General Plan Status Report—Consider acceptance of Annual General Plan Implementation Status Report (Community Development Department) Associate Planner O'Malley said this was the 14"' annual report on the General Plan since its 2005 update. She said this report shows the status of each of the eight elements of the General Plan. O'Malley noted that the General Plan will be updated in the near future, so some of these programs may change. The Council reviewed the report, and discussed the housing element, with particular interest in meeting and tracking the Town's required housing units. Mayor Kulik opened the floor for public comment. There was none. MOTION: To accept the Annual General Plan Implementation Status Report for 2018. Moved: Thier, seconded by Fredericks VOTE: AYES: Unanimous PUBLIC HEARINGS PH-1. 490 Ridge Road —Consider appeal of Design Review Board approval of a request for a deck expansion and Variance for excess lot coverage (Community Development Department) Page 3(?/ 7 Town Council Mimaes #04-2019 DRAFT March 6. 2019 Owner/Applicant: Stephen Schwartz Appellant(s): Cavi, 1985, LLC (480 Ridge Road) Address: 490 Ridge Road Assessor Parcel No.: 059-082-06 Associate Planner O'Malley summarized the proposed project, and history of actions taken by staff and the Design Review Board. She said the appellants filled a timely appeal of the Design Review Board approval based on four grounds. O'Malley reviewed the project proposal, including a detailed analysis of the request for a Variance for excess lot coverage and the grounds for the appeal. Vice Mayor Fredericks inquired about a policy for certain Variance applications to be approved at staff level. Staff said this was no longer a policy, and explained the conditions that this policy applied in the past, including the instances at the applicant's property. Mayor Kulik also inquired about the lot coverage of the elevated deck. Director of Community Development Kwon explained how elevated decks count toward lot coverage. according to Tiburon zoning. Appellant Presentation Alessandro Beraldi, appellant, argued that the applicant's proposal was not a modest addition, and felt as though the rules had not been fairly or consistently applied in this situation. Mr. Beraldi said the applicant's home is a fully developed property, and said the findings for a Variance need to be made without overbuilding or infringing on neighbors. Mr. Beraldi said this property had experienced "incremental creep" over time. and expressed disappointment that the applicants are asking for another addition and another Variance. He showed renderings and photos of the proposed deck and said he has noise and privacy concerns. Mr. Beraldi argued the Council needs to make all findings to grant a Variance_ and in this case, there is no physical hardship, and therefore, the Council cannot grant the Variance. Applicant Presentation Wade Skeels, architect for the applicant, said the existing deck has little usable space. He said the proposed plan is sensible, modest and thoughtful to the neighbor's privacy concerns. Mr. Skeels said their proposal, that has been revised based on feedback fi-om the Design Review Board, is a practical and necessary solution to the tonnoran1,C', I?ardchiri iccii�c nftha Int, r_,S._.�....__.. 1. Skeels also spoke about the development chronology of the property and said each addition was small and not unusual. lie said the Design Review hoard was able to make the findings to grant the Variance, and said this was a reasonable proposal that takes into account the outdoor living needs of the applicant and the privacy concerns of the neiuhbors. Page 4(#'7 Town Council Minutes #04-2019 DRAFT Manch 6, 2019 Greg Shaughnessy, counsel for the applicant, expressed disappointment over the fairness of the proceedings. He said the applicant had complied with the DRB's request for modifications, and explained how the findings for the Variance had been found and appropriately analyzed. Stephen Schwartz, applicant, felt the appellant's presentation was exaggerated and the proposal was modest. He said there would not be privacy, light or noise issues, and noted that the new seating area would be further away fi•orn the appellant's property. Mr. Schwartz reiterated the topographical hardship of the property, and said there is little space to enjoy the outdoor areas. He believed the proposal satisfied the required findings for a Variance and offered to add more landscape to further mitigate any privacy concerns. Public Comment Mayor Kulik opened the floor for public comment. There was none. Appellant Rebuttal The appellant said there was a privacy concern and showed photos of the proposal from his property. He also noted that the applicant needs to provide data to make the required Variance findings, and a general statement about poor topography was not sufficient. He said there were several other solutions the applicant had not considered, and suggested other- ways to maximize use of their current deck. Applicant Rebuttal The applicant said the photos shown by the appellant were misleading, and there would be very little change from the existing deck. He also argued that his family cannot see the appellants' property from their own due to landscape screening, and said he would be willing to put in more if necessary. He believed there would be no privacy issues. Ile reiterated this property's difficult topography, and said their physical hardship does not allow them to enjoy use of their property outside of the main living area and deck. Council Deliberation Councihnember Weiner asked the Town Attorney if there was substantial evidence presented to the Design Review Board to legally make the Variance findings. Town Attorney Stock said the Design Review Board agreed that the findings could be made based on the materials they were ,given. Vice Mayor Fredericks believed the proposal would create a hardship for the appellant, and did create privacy issues. She said the deck expansion could create a new protected view for the applicant, which will likely limit the appellant's future ability to develop their currently Under- developed home. She said she could not make the findings to approve the Variance. Page 5 0/ 7 Toren Council Minutes -104-2019 DRAFT Mcn-ch 6, 2019 COUncilmember Fraser agreed, and said he could also not make the findings to support the Variance. He disagreed with the notion of a topographical hardship in this situation, and suggested an alternative layout to the deck that could be less injurious to the appellant. Councilmember Weiner believed the proposal was modest and the impact on the appellant would be minimal, particularly with the scaling back that was requested by the Design Review Board. He agreed with the Design Review Board, and thought the findings could be made. Councilmember Thier said she could empathize with the privacy concerns, particularly having visited the property. She noted that any additional landscape screening might create a view- blockage issue. She agreed with much of what Vice Mayor Fredericks said, and said she would vote to grant the appeal. Mayor Kulik said it was important to consistently administer land development laws and very carefully grant exceptions to those laws. He noted that it is also important to know what can be expected in terms of development of neighboring properties when purchasing a home. Kulik said some Variances are beneficial for neighborhoods and can help solve problems, but in this case, he could not make the findings to support the Variance. The Mayor liked Fraser's alternative suggestion, but expressed concern that it would likely still require a Variance. The Council discussed the possibility of remanding the project back to the Design Review Board with direction for a revised design, but ultimately agreed against it. MOTION: To grant the appeal, deny the application and direct staff to return with an appropriate Resolution for consideration of adoption at the next Town Council meeting. Moved: Thier, seconded by Fredericks VOTE: AYES: Fraser, Fredericks, Kulik, Thier NAYS: Weiner TOWN COUNCIL REPORTS None. TOWN MANAGER REPORT None. WEEKLY DIGESTS Received. ADJOURNMENT There being no fwther business before the Town Council of the Town of Tiburon, Mayor Kulik adjourned the meeting at 9:52 p.m. Page 6 o f'7 Torun Council Mimaes 904-2019 DRAFT March 6. 2019 DAVID KULll{.MAYOR ATTEST: LEA STEFANI, TOWN CLERI{ Page 7(?1'7 Toii-ii C'ozmcilll<1i»artes #04-2019 DRAFT March 6, 2019 S( CC-2 . " � TOWN OF TIBURON ('� ' f 1505 Tiburon Boulevard j Tiburon,CA 94920 �S Date: March 20, 2019 To: Mayor and Members of the Town Council From: Lea Stefani, Town Clerk Subject: Summary of March 15, 2019 Council-Staff Retreat On March 15, 2019, the Town Council held a special meeting at The Ranch at Dairy Knoll for the purpose of its annual retreat with Town staff. At 8:30 a.m., Mayor Kulik called the meeting to order. Councilmembers Fraser and Thier, Vice Mayor Fredericks and Mayor Kulik were present. Councilmember Weiner attended the meeting by teleconference. Staff members present were Town Manager Chanis, Town Attorney Stock, Director of Public Works/Town Engineer Barnes, Associate Engineer- Eshoo, Chief of Police Cronin, Director of Community Development Kwon, Building Official Salzman, Associate Planner O'Malley, Director of Administrative Services Sweitzer, Accounting and Finance Manager Kurakina, and Town Clerk Stefani. Several representatives from the fire districts serving Tiburon were also in attendance: Mike Lantier from Tiburon Fire Protection District and Fred Hilliard and Ted Peterson from Southern Marin Fire Protection District. Mark Van Gorder from PG&E also attended. One member of the public (Deirdre McCrohan, the Ark newspaper) attended, and was joined later by several other members of the public. Mayor Kulik asked for oral commrinications. There were none. The Mayor and Town Manager re\ iewed the agenda. Chanis said the goal of the annual retreat is to review several open discussion topics and give general direction to staff on items to bring back to a Town Council meeting. The list oftopics discussed, a brief summary and direction given is below: Vegetation Mana(ement and TmerQency Preparedness Director of Public Works/Town l"ngineer Barnes said there had been discussions about the shared responsibility of vegetation management between the Town. the local fire districts. PG&E and residents. He touched on the Town's Open Space Management Plan, and said the first priority in the plan is fire safety activities and public safety hazards. Page l of 4 Town Council Retreat Summary 03/15/2019 Barnes also spoke about the Town's difficulty in finding a qualified contractor to work in the vicinity of sensitive habitats. He noted that Open Space Management will likely require an increased budget. Fred Hilliard, Southern Marin Fire District, and Mike Lander, Tiburon Fire Protection District, spoke together about protecting the community against wildfire. Hilliard touched on improving public outreach and education, the annual vegetation management inspection process and keeping up with consistent legislation. Lantier said there is a new trend in the county about 'fire-wise' communities, and spoke on the fire district's commitment to educating neighbors to help each other. The Council and the representatives from the fire districts discussed improving public outreach — mailers, social media, and online resources. Mayor Kulik noted that community outreach presentations before June would be well-received. Mark Van Gorder from PG&E also noted that PG&E is available for local outreach presentations. He explained PG&E's commitment to creating defensible space in high-risk areas and conducting annual vegetation inspections in their facilities. Mr. Van Gorder said PG&E is implementing a number of solutions to protect against wildfire and improve reliability during winter storms. Draft Town Council Protocols Policy Town Manager Chanis and Town Clerk Stefani presented a draft policy handbook for Councilmember procedures and protocols that would formally establish relevant procedures for the Town Council, such as requests to put an item on a future agenda. Staff asked for general feedback on the policy, and for the Council to discuss establishing any procedures in areas that the Town does not yet have any formalized process. Several Councilmembers recognized the need to establish certain procedures. like requests to place items on future agendas, but debated the need for a written policy document. The Council agreed to: 1) Establish an annual meeting calendar-and publish it to the website. 2) Likely not change the start time of regular meetings. 3) Keep a `common sense' approach for handling requests for Mayor's proclamations by entrusting the Town Manager and Mayor to make a determination. 4) Allow Councilmembers to request items to be added to a future agenda during the Town COLInCil Reports section of meeting agendas. Video Streaming Public Meetings Town Mana-er Chanis and Town Clerk Stefani said the Council had previously discussed the possibility of video recording and streaming public meetings. if desired. Staff explained the Page 2 of 4 Town Council Retreat Summary 03/15/2019 Community Media Center of Marin (CMCM) is responsible for the ownership and maintenance of the equipment and the video stream would run on their television channel and the Town's website. There would likely be no major fiscal impact to the Town, unless the Council desired to hire a trained CMCM operator to run the cameras during the meetings. The Council discussed the improved transparency element of video streaming meetings online, but there was still concern about the impact of video recording meetings on the audience, staff and councilmembers (both present and future). Without a clear consensus, Town Attorney Stock recommended this item be brought to a fixture Town Council meeting for public input and a vote. The group recessed for lunch at 12:30 pan., and reconvened at 1:15 p.m. General Plan Process Update Director of Community Development Kwon said the Planning Division is beginning the process Of updating the General Plan. He said the typical steps are to send out a Request for Proposals and the Council will enter into a contract with a consultant that assists with public outreach. The Council spoke in support of the update, and involving the community as much as possible. Town Manager Chanis said staff envisions the process to have lots of community and brainstorming meetin(-,s, but staff will be looking for direction from the Council on which sections might require the most attention. The Council recommended seeking the consultant's opinion on how to best maximize public outreach. and Vice Mayor Fredericks recommended reaching out to specific groups that are involved in local issues. but not necessarily town government. Director Kwon said the RFP will likely go out at the end of 2019, and the Council will interview consultants in the following months. He said the whole update will likely take several years. Itousin2: State Legislation and Tiburon Cballenaes Director Kwon presented the Town's progress on meeting the required Regional Housing Need Allocation (RHNA) numbers. He said the State of California is prioritizing housing production. and some State bills may take away some local control. Vice Mayor Fredericks and Director Kwon commented on several items of proposed lei-islation that may impact the approval process of local developments. particularly multi-unit developments with affordable units or developments within Y2 mile of a transit station. such as the downtown terry. "Down Manager Chanis said the Town is welcoming to all ideas to build housing, but high costs in Tiburon do make it difficult. He noted that many cities in California are also su-uggling to find 11oUS111( solutions. Paque 3 of 4 Town COL11161 Reheat Summary 03/15/2019 Mid-Year Operatin6 Budget Review Town Manager Chanis briefly summarized the mid-year operating budget status. He said the Town is projecting an overage in revenue, and is expected to come in under budget with expenditures. He said the Town currently predicts a $680,000 surplus at the end of the fiscal year. Fie said the General Fund Reserves account is strong. but the competition for use is increasing. Review of Budget Reserves and Capital Improvement Program Due to time constraints, the Mayor said this item would be Continued to a later meeting of the Town Council. The meeting adjourned at 2:20 p.m. DAVID KULIK, MAYOR ATTEST: LEA STEFANI, TOWN CLERK Page a of 4 "Down Council Retreat Summary 03/15/2019 CC-3 TOWN COUNCIL SPECIAL AND REGULAR MEETINGS DRAFT MINUTES SPECIAL MEETING — 6:00 P.M. On March 20, 2019, the Council held a special meeting as follows: CALL TO ORDER AND ROLL CALL Councilmember Fraser, Councilinember Thier, COuncllmember Welner, Vice Mayor Fredericks, Mayor Kulik CLOSED SESSION 1. Public Employee Performance Review: Government Code Section 54957 Title: Town Manager 2. CONFERENCE WITH LEGAL COUNSEL— EXISITNG LITIGATION (Government Code Section 54956.9 (d)(1)) Tiburon Open Space Con7miltee, et al. v. County of Marin—Marin County Superior Court—Case No. CIV 1704069 INTERVIEWS FOR VACANCIES ON TOWN BOARDS & COMMISSIONS • Jason Rosell ADJOURNMENT—to reaular ineetin. REGULAR MEETING —7:30 P.M. Mayor Kulik called the regular meeting of the Tiburon Town Council to order at 7:30 p.m. on Wednesday, March 20, 2019, in Town Council Chambers. 1505 Tiburon Boulevard, Tiburon, California. ROLL CALL PRESENT: COUNCILMEMBERS: Fraser. Fredericks, Kulik. Thier, Wehner ABSENT: COUNCILMEMBERS: None PRESENT: EX OFFICIO: Town Manager Chanis. I own Attorney Stock, Director of Community Development Kwon, Director of Adm inistrative Services Sweitzer, Associate Planner O`Malley, Town Clerk Stefani ANNOUNCEMENT OF ACTION TAKEN IN CLOSED SESSION IF ANY The Mayor announced that tonight's closed session had been cancelled. Page I of 6 Tonin Council Minutes 40-2019 DRAFT March 20, 2019 ORAL COMMUNICATIONS None. CONSENT CALENDAR CC-1. Vacancies on Town Boards and Commissions—Announce special vacancies on Planning Commission and Design Review Board (Department of Administrative Services) CC-2. 490 Ridge Road —Adopt Resolution granting appeal of Site Plan and Architectural Review (Community Development Department) CC-3. 7 Marsh Road —Adopt Resolution authorizing the Mayor to execute a Purchase Agreement for 7 Marsh Road condo unit, and authorize a budget amendment in the amount of$245,000 for the purchase of the unit (Office of the Town Attorney) CC-4. Local Emergency—Adopt Resolution continuing the declaration of a local emergency related to damaged caused by February 2019 storms (Office of the Town Manager) MOTION: To adopt Consent Calendar Items 1-4, as written. Moved: Fraser, seconded by Fredericks VOTE: AYES: Unanimous ACTION ITEMS AI-1. Appointments to Town Boards & Commissions—Consider making an appointment to the Belvedere-Tiburon Joint Recreation Committee (Department of Administrative Services) Town Clerk Stefani said there was one vacancy on the Belvedere-Tiburon Joint Recreation Committee, and the Council had interviewed the single candidate tonight. She recommended the Council consider making an appointment. Mayor Kulik opened the floor for public comment. There was none. MOTION: To appoint Jason Rosell to the Belvedere-Tiburon Joint Recreation Committee. Moved: Fraser. seconded by Thier VOTE: AYES: Unanimous PUBLIC HEARINGS PH-1. 8 Rolling)`Tills Road —Consider appeal of Design Review Board approval of a request for a new house and Variance for front setback (C01111-nUnity Development Department) Owners/Applicant: Ana & Joseph Lepera Appellant(s): James & JoAnn To, Renata & George Lee Address: 8 Rolling Hills Road ZL Assessor Parcel No.: 058-1 11-24 Page 2 of G Torun Council Allimacs #05-2019 DRAFT March 20, 2019 Director of Community Development Kwon said the Council had continued this item to tonight with a request for the applicant pull back level three of the proposed home laterally and meet with the appellant to try to reach an agreement about landscape screening. Kwon said staff had conducted a mediation meeting, and the parties had agreed that staff would provide an analysis of comparable home square footages for both parties to use, and a construction management plan would be required for the project. Kwon said the applicant agreed to laterally reduce level three of the home, but there was no agreement about landscape screening. Staff included three suggestions for landscaping conditions in the staff report, and noted that Mr. Lepera had submitted an item of Late Mail, requesting amendments to Condition #3. Staff found the amendments to be acceptable, but noted that the appellants have not agreed to any landscaping conditions at this time. Vice Mayor Fredericks asked about the Variance proposed. Director Kwon said the only Variance requested is for the front yard setback. Appellant Presentation James To, appellant, said the appellants had developed a 3D massing plan to more accurately show the bull< and mass of the building, and the impact on the neighborhood. He said this proposal is the largest home on the street, and is 1670 square feet larger than the average home in the neighborhood. Mr. To said the majority of the feedback received from Design Review Board and Councilmembers visiting the site is that the home seems quite large. Mr. To said having a home of this size in their neighborhood would negatively affect the quality of life of the neighbors, and said the one neighbor in support at 6 Rolling Hills had a conflict of interest. Mr. To presented excerpt from the Hillside Design Guidelines, sand said the home was not properly built into the hillside. He reviewed the data on several comparable homes, and said this proposal greatly diverges from others in the neighborhood. Mr. To said the neighbors believe the home to be too large. and presented his suggestions for revisions to reduce the bulk. size and mass of the home. He suggested the first and second levels be further reduced and for the fourth level to be more sensitively designed. He noted that these revisions would also mitigate the non-conformance between the homes at 6 & 8 Rolling Hills. Mr. To recommended the Council send this project back to the Design Review Board with specific direction and the recommendation to utilize the more realistic 3D rendering tools he provided to more accurately review the bull( and mass of the home. Councllmernber Thier asked for additional detail on Mr. To's suggested revisions. To explained that the appellant's don't strongly object to the encroachment into the front yard setback, but do object to the size and bulk of what is proposed within the setback. Page 3 o1'6 Town Council Mimaes #05-2019 DRAFT Alarch 20, 2019 Applicant Presentation Joseph Lepera, applicant, said the Council had given specific direction to pull back the third level of the home laterally and reach and agreement with the appellant about landscape screening. Mr. Lepera presented the changes he had made to the third level at the Council and one of the appellants' requests. He noted that this appellant is no longer objecting to the design. Mr. Lepera said he and Mr. To were unable to reach an agreement about landscape screening prior to the meeting, but presented his suggestion for a compromise. He showed several front and side elevation renderings with the suggested landscaping and explained how it would effectively screen the home. Mr. Lepera said he had fully complied with the direction the Council had given at the last hearing, and noted that all of the issues raised tonight had already been analyzed by the Design Review Board and Council. He noted that during the building envelope removal process, the neighbors agreed with the condition that the proposed home still comply with the 10 foot height restriction. He felt it was not right that the appellants were now asking for even more reductions. Lepera also said much of the home is underground and not visible as part of the mass and bulk. He said these issues had already been addressed by the Design Review Board and Council, and he had complied with their direction. Dave Phelps, landscape architect, said he was tasked with providing an aesthetically pleasing landscape plan that screened the house from the neighboi-s and the street, while on infringing on viewshed. Mr. Phelps said the plants will be drought-tolerant, native, low-maintenance and lie created the plan with fire safety in mind as well. Public Comment Matt Teeter spol<e in opposition to the project on behalf of Alan Rappaport. He requested the height be further reduced and certain trees not be planted to protect views. Rita BUr(yess. Rolling }-tills Road, spoke in opposition to the project. She said the proposal was massive, the neighboring property that was in support had a conflict of interest, and said the home was out ofcharacter k\ith the neighborhood. D,ivirl Renderm;tn Rnllino I I'll-, Rnnrl cnnhr in nnnncit;nn to thr nrniart "P girl the ctrnrtnr� is - ._._...._.. .... .. r .. ... rr r. massive and out ofcharacter with the neighborhood. He questioned why the Design Review Board dissenting voter's opinion was not considered. Appellant Rebuttal Mr. To recommended the Council question the data Mr. Lepera presented on comparable homes. Page 4 of 6 Torun Council Alimaes 405-2019 DRAFT March 20, 2019 He said the applicant is incorrectly presenting the size of the home without counting the square footage of the basement, which the Marin County Assessor does count toward the size of the home. Mr. To expressed disappointment in the small amount of changes that had been made throughout the process. He said the reason this lot is the last vacant lot on the street is because it is the most difficult to build on. Applicant Rebuttal Mr. Lepera said he had accurately presented the data. He said all of the issues presented tonight had been addressed by the Design Review Board and he had made changes in response to concerns. Mr. Lepera said the Design Review Board and the Council gave specific direction, and he followed their direction. He said it was not right to ask for a complete redesign at this point. Mr. Lepera added that he was not trying to build the biggest house on the street; lie was trying to build his primary residence where he plans to live. Council Deliberation The Council asked Director Kwon to comment on the home size data presented. Kwon said he had compiled the data based on nearby homes. but defining the homes in a "neighborhood" can be subjective. He also explained how the County Assessor and the Town calculate square footage differently—the Assessor counts basement space, and the Town does not. Councilmember Weiner felt there was a matter of procedure fairness to consider: the Council had provided clear instruction to the applicant at the last hearing about the remaining issues, and it was important that the Council not continue to change the objectives. Wehner said the Council gave clear direction to revise the third level and come to a decision about landscaping, and the applicant complied. He felt it was inappropriate to ask the applicant for changes that would require a redesign at this point. He thought the Council should support the application. Councilmember Fraser said lie could also make the findings to deny the appeal. Fraser agreed that the applicant did what was requested, and felt satisfied with the updated landscaping conditions. Fraser also noted that according to the home data, the proposal would not be the largest hone on the street. and said the side yard issue with the property at 6 Rolling Hills had been discussed and analyzed at the prior hearing. Vice Mayor Fredericks said she could not support the appeal, but felt that the applicant had complied with the Councils requests in the most minimal way possible and was not truly in the Spirit of solving the issues of the bulk and mass of the hone. Councilmember Thier supported the appeal. She noted that almost every neighbor was against the proposal. and felt it was an issue of neighborhood character. She agreed that the applicant had made some changes. but in a minimal way. She felt that more could be done to bring the neighborhood into better unity. She liked the appellant`s suggestions for revisions to the first, Page 5 of'6 Town Council 111inwes 40-2019 DRAFT A,Iar(h 20, 2019 second and 601n-th floors. Mayor Kulik agreed that the applicant had addressed the two requests of the Town Council since the last meeting. He felt the other major issue with the proposal was the requested Variance, but felt that this Variance was an ultimate benefit to the neighborhood. He noted that the applicant had honored the height restriction, and that likely drove much Of initial design. lie said an exhaustive review of this project had been conducted, and he could not make the findings to support the appeal. MOTION: To partially grant the appeal, subject to the following: 1) the four landscape screening conditions of approval as outlined in the staff report and amended by applicant Joseph Lepera's letter of March 18, 2019; 2) to require a construction management plan for the construction at 8 Rolling Hills; 3) to reduce the height of the tree in the northwest corner of 8 Rolling Hills; and 4) to direct staff to return with an appropriate resolution for consideration of adoption at the next Town Council meeting. Moved: Weiner, seconded by Fraser VOTE: AYES: Fraser, Fredericks, Kulik, Weiner NAYS: Thier TOWN COUNCIL REPORTS COnncllmember Weiner asked for two items to be added to upcoming agendas: 1) the creation of a subcommittee to study sustainable practices, and 2) Council consideration of video streaming public meetings. Councilmember Thier asked that a single-use food container ordinance be added to an upcoming agenda, and said she would provide staff relevant materials. TOWN MANAGER REPORT Town Manager Chanis said he would be out of the office for several days. WEEKLY DIGESTS Received. ADJOURNMENT There being no further business before the Town Council of the Town of Tiburon, Mayor Kulik adjourned the meeting at 9:15 p.m. DAVID KULIK. MAYOR ATTEST: LEA STEFANI. TOWN CLERK Page 6 q f 6 Town Council Mimaes 905-2019 DRAFT March 20, 2019 Town Council Meeting TOWN OF TIBURON April 3, 2019 1505 Tiburon Boulevard Agenda ]tem: CC - 4 Tiburon, CA 94920 STAFF O . To: Mayor and Members of the Town Council From: Community Development Department Subject: 8 Rolling Hills Road: Appeal of Site Plan and Architectural Review approval for the Construction of a New Single-Family Dwelling, with a Variance for front setback; Joseph & Ana Lepera, Owner; James & JoAnn To, Renate & George Lee, Appellants; File Nos. DR2018-073 & VAR2018-019; Assessor Parcel No. 058-111-24. /Y Reviewed By: 1�- Greg Chanis,Town Manager Benjamin Stock,Town Attorne SUMMARY On March 20, 2019, the Town Council partially granted an appeal:of the Design Review Board's' decision on the project at 8 Rolling HMIs Road. This item is consideration of a Resolution memorializing that decision. RECOMMENDED ACTIONS) 1. Adopt the Resolution as part of the Consent Calendar. BACKGROUND On November 15, 2018. the Design Review Board approved a Site Plan and Architectural Review application for the construction of a new single family residence with a front setback variance. On March 20; 2019, the Town Council held a public hearing on an appeal of the Design Review Board's decision on this application. After closing the public hearing, the Town Council voted 4- 1 to direct staff to prepare a resolution partially granting the appeal for consideration of adoption at the next meeting. That resolution now comes before the Town Council for adoption. The draft resolution is attached as Exhibit 1. No public comments have been received as of the writing of this report. ANALYSIS No further analysis provided. TOWN OF TIBURON PAGE 1 OF 3 FINANCIAL IMPACT Staff anticipates no direct fiscal impact to the Town. ENVIRONMENTAL REVIEW Staff has preliminarily determined that adoption of this item is categorically exempt from the requirements of the California Environmental Quality Act (CEQA). On November 15, 2018 the Design Review Board, as part of its review of the project and approval of the new single-family dwelling, deemed the project to be exempt from CEQA pursuant to the Class 3 categorical exemptions set forth in CEQA Guidelines Sections 15303 (New Construction or Conversion of Small Structures). To the extent further analysis is required, staff recommends that the Town Council similarly determine that with respect to the limited Site Plan/Architectural Review approval at issue the Project is exempt from CEQA pursuant to the same Class 3 categorical exemptions, and that no exceptions to the exemptions apply. Class 3 Categorical Exemption (CEQA Guidelines § 15303 — New Construction/Conversion of Small Structures) The proposed project is a new single-family residence. Categorical Exemption Exceptions (CEQA Guidelines§ 15300.2) Further, none of the exceptions listed in CEQA Guidelines Section 15300.2 apply. There is no evidence that the Project will result in any adverse environmental impacts and the Project does not involve any unusual circumstances or historical resources. Indeed, the proposed project would not significantly impact any environmental resource. In addition, there is no evidence that any significant cumulative impacts would occur. Specific supporting details regarding the project site include the following: 1) According to the California Department of Transportation, there are no scenic highways in Marin County. 2) According to the California Department of Toxic Substance Control, there are no hazardous waste sites in the Town of Tiburon. 3) The lot is vacant and therefore there are no historic structures on the site. 4) It is a common practice for the Town of Tibru-on's Design Review Board to approve new 1,n„ T►, ,I„ T':4. 1. ,J: 00 n-I l: - IT:] n ,. l 11vIl-eJ. l here are 11LI111CM-LIS cxa►illJlCS iii ibUr0n iilwiiuiiig oo twiur1g riui� ltvau. RECOMMENDATION Staff recommends that the Town Council adopt this Resolution (Exhibit 1), as part of the Consent Calendar. TONVN or TIBILRoy PAGE 2 m 3 Exhibit: 1. Draft Resolution partially granting the appeal Prepared by: Sung H. Kwon,Director of Community Development ToNN x or Ti BL RON P,vs v 3 OF 3 RESOLUTION NO. Draft-2019 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TIBURON PARTIALLY GRANTING AN APPEAL OF THE DESIGN REVIEW BOARD'S APPROVAL OF NEW SINGLE-FAMILY RESIDENCE WITH A VARIACE FOR FRONT YARD SETBACK. 8 ROLLING HILLS ROAD (ASSESSOR PARCEL NO. 058-111-24) WHEREAS, on Au-ust 16, 2018, the Design Review Board held a duly noticed public hearing to consider an application (File # DR2018-073 & VAR2018-019) for the construction of a new single-family dwelling, with a Variance for front setback at 8 Rolling Hills Road; and WHEREAS, the Project application consists of the following: 1. Application form and supplemental materials received June 19, 2018 2. Revised Plans received March 20, 2019 The official record for this application is hereby incorporated and made part of this Resolution. The record includes, without limitation, staff reports, minutes, application materials, appeal materials, correspondence, and all comments and materials received at any public hearings. WHEREAS, on August 16, 2018, the Design Review Board tools testimony and considered the application and continued the application to October 4, 2019; and WHEREAS, on October 4, 2018, the Design Review Board took testimony and considered the application and continued the application to November 15, 2019; and WHEREAS, on November 15, 2018, the Design Review Board took testimony and considered the application; and WHEREAS, following the public hearing, the Design Review Board voted 3-1 to approve the application; and WHEREAS, in approving the application, the Design Review Board found that the project is exempt from further review under the California Environmental Quality Act (CEQA) nLn'Suant to 6 15101 of the CEnA Cmidelinec fnr the fnllrm/;no raacrnn _..__...._., .... ..._ ..,...,.....b .....,....... Project is exempt from CEQA pursuant to the same Class 3 categorical exemption, and that no exceptions to the exemptions apply. Class 3 Categorical Exeml)tion (CEQA Guidelines § 15303 — New Construction/Conversion of Small Structures) The proposed project involves a minor amount of new construction to add a 37 square foot addition and the restaurant use would not involve substantial hazardous materials Town Council Resolution No. DRAF]-2019 03/03/2019 Page 1 of 10 beyond use of the normal cleaning and sanitation materials typical of any restaurant. The proposed awning would not create significant impact. Facade upgrades are typical of restaurant improvements. Categorical Exeny3tion Exceptions (CEQA Gz.zi(lelines tis 15300.2) Further, none of the exceptions listed in CEQA Guidelines Section 15300.2 apply. "There is no evidence that the Project will result in any adverse environmental impacts and the Project does not involve any unusual circumstances or historical resources. Indeed,the proposed project would not significantly impact any environmental resource. In addition, there is no evidence that any significant cumulative impacts would occur. WHEREAS, on November 26, 2018. James & JoAnn To. Renate & George Lee, Allan Rappaport, Rita Burgess & David Readerman, Matt & Sam Chatham (Collectively "Appellants") filed a timely appeal of the Design Review Board's approval on the merits to the Town Council, and did not raise the issue or challenge the approval based on the compliance with CEQA; and WHEREAS, on February 6, 2019, the Town Council held a duly-noticed public hearing, on a de novo basis, on the appeal, during which testimony was heard and considered regarding the application and the Design Review Board's review and decision on the application and continued the hearing to March 20, 2019. WHEREAS, on March 20 2019, the Town Council held a continued public hearing which testimony was heard and considered regarding the appeal with additional information provided by the applicant. At the conclusion of the public hearing, the Town Council voted 4-1 to direct staff to prepare and return with a draft resolution for consideration of adoption at the next meeting. The draft resolution would partially grant the appeal by adding certain conditions of approval to the Project. WHEREAS, the Town Council finds that the Project is exempt from further review Under CEQA pursuant to pursuant to S 15303 ofthe CEQA Guidelines for the same reasons found by the Design Review Board. The Town Council directs staff to file a Notice of Exemption to that effect. NOW, THEREFORE, BE IT RESOLVED that the foregoing Recitals are true and correct and are incorporated herein and form a part of this Resolution. BE IT FURTHER RESOLVED that the Town Council of the Town of Tiburon hereby partially grants the appeal of the Appellants by imposing the folloA in(,, conditions of approval as set forth on attached Exhibit "A", hereby fully incorporated and made a part of this Resolution. PASSED AND ADOPTED at a regular meeting ofthe Town Council on April 3, 2019 by the following vote: AYES: COUNCILMEMBERS: NAYS: COUNCILMEMBERS: Town Council Resolution No. DRAFT-2019 03/03/2019 Page 2 of 10 DAVID KULIK, MAYOR TOWN OF TIBURON ATTEST: LEA STEFANI, TOWN CLERK Town Council Resolution No. DRAI 1'-2019 03/03/2019 Page 3 of 10 Exhibit A Conditions of Approval Community Development Department I. This approval shall be used within three (3) years of the approval date, and shall become null and void unless a building permit has been issued. 2. The owner and/or applicant shall defend, indemnify, and hold the Town harmless along with the Town Council, commissions. boards, agents, officers, employees, and consultants from any claim, action, or proceeding("action"), against the Town, its boards, commissions, agents, officers, employees, and consultants attacking or seeking to set aside, declare void, or annul the approval(s)of the project or alleging any other liability or damages based upon, caused by, or related to the approval of the project. The Town shall promptly notify the owner and/or applicant of any action. The Town, in its sole discretion, may tender the defense of the action to the owners and/or applicants or the Town may defend the action with its attorneys with all attorney's fees and litigation costs incurred by the Town in either case paid for by the owner and/or applicant. 9. The construction of this project shall substantially conform to the application as approved by the Town Council on March 20, 2019, as may be amended by these conditions of approval. Any substantial modification to the drawings dated March 12, 2019, stamped "Approved by Town Council March 20, 2018", as determined in the discretion of the Director of Community Development or his/her designee, shall be reviewed and approved by the Design Review Board. 10. Construction drawings submitted to the Building Division for plan check shall be materially identical to those approved by the Town Council. If any changes are made to the approved Town Council drawings, the permit holder is responsible for clearly identifying all such changes when construction drawings are submitted to the Building Division for plan check. For Planning Division conformance check purposes, such changes must be clearly highlighted (with a "bubble" or "cloud") on the submitted construction drawings. A list describing in detail all such changes shall be submitted and attached to the construction drawing set, with a signature block to be signed by the Planning Division Staff member indicating that these changes have been reviewed and are approved, or will require separate Design Review approval. All changes to a project that have not been explicitly approved by Planning Division Staff as part of the Building Division Plan Check process are not approved. Construction that does not have Planning Division approval is not valid and shall be subject to stop work orders and may require removal. 1 l. At the time of building permit submittal, construction drawings for building permit shall demonstrate that all exterior lighting fixtures, other than those specifically approved by the Town Council to be others ise, must be down-light type fixtures with shielding where appropriate. Town Council Resolution No. DRA1- 1-2019 W/03/2019 Page 4 of 10 12. At the time of building permit submittal, a photovoltaic energy system shall be shown on the drawings in compliance with the requirements of Section 16-40.080 of the Tiburon Municipal Code and shall be installed and operational prior to issuance of a Certificate of Occupancy or building permit final sign-off. 13. Traffic Mitigation Fees shall be paid at the time of issuance of the building permit. 14. At the time of building permit submittal/planning conformance check, it shall be confirmed that all skylights will be bronzed or tinted in a non-reflective manner (minimum 25%), and no lights shall be placed in the wells of the skylights. Installation in accordance with the approved plans shall be documented prior to final building inspection sign-off. 15. At the time of building permit submittal, a copy of the Planning Division's"Notice of Action", including the attached "Conditions of Approval" for this project, shall be copied onto a sheet near the front of each set of construction drawings. 16. All exterior HVAC units and generators shall comply with the Tolvn's Noise Standards Policy for Air Conditioning Units. www.townoftiburon.org/l)ocumentCenter/View/1050/H VAC-and-Simi lar- Mechanical-Equipment-Noise-Policy. If the units exceed this noise standards at the property line, noise baffles or other sound reduction shall be required to reduce the sound levels at the property lines and may require a separate Design Review application. 17. Throughout project construction, fencing and/or walls located within a required setback shall not exceed six feet (6') in height at any point, measured from grade on both sides of the fence/wall, except where allowed by Municipal Code section 16-30.040(13)(2). All new fencing, walls and footings shall be located entirely on the subject property. 18. Prior to commencement of construction, a construction information sign shall be posted on the site during construction of the project, in a location plainly visible to the public. The sign shall be 24" x 24" in size and shall be made of durable. weather-resistant materials intended to survive the life of the construction period. The sign shall contain the following information:job street address; work hours allowed per Chapter 13 of the Tiburon Municipal Code; builder (company name. city. state; ZIP code); project manager Mine and phone miniber); ind emergency contact (name and phone number reachable at all times). The sign shall remain posted until the contractor has vacated the site. 19. Prior to under-floor inspection, a survey prepared by a licensed su-veyor of the structure foundation is required to be submitted to the Building Division. Required documents shall include: 1)graphic documentation accurately locating the building on a site plan; 2) specific distances from property lines and other reference points "Down Council Resolution No. DRAFT-2019 03/03/2019 Page 5 of 10 to the foundation as appropriate; and 3) elevations relative to mean sea level of the foundation walls and slabs. No additional inspections will be provided until the confirming survey results have been submitted. 20. Prior to the issuance of a Certificate of Occupancy or final building inspection sign- off, all landscaping and irrigation shall be installed in accordance with approved plans. The installation of plantings and irrigation shall be verified by a Planning Division field inspection prior to the issuance of occupancy permits. 21. Prior to final inspection, the Applicant shall record a deed restriction on the subject property with the Marin County Recorder's office that restricts the roof above level three to be limited to solar panels and that no deck would be allowed on the roof above level three. The language of the deed restriction shall be provided by Planning Staff prior to recordation. 22. Prior to building permit issuance, the applicant shall revise the landscape plan to include 5 Oak Trees (1" caliper) along the southwest property line to screen the proposed home from 88 Rolling hills Road, in addition to the shrubs already proposed along that property line. 23. Prior to final inspection, the property owner shall record a deed restriction that requires the property owner to maintain in perpetuity all landscaping required by the conditions of approval. 24. In the event any landscaping, trees or plants located on 88 Rolling Hills Road (between the home at 88 Rolling Hills Road and the proposed home at 8 Rolling Hills Road) die, decay or are removed, the applicant agrees that the owner(s) of 88 Rolling Hills Road may replant or reinstall landscaping, trees and/or plants of the same type in the same location. 25. Prior to building permit issuance, the applicant shall revise the landscape plans noting that no oak trees would be removed. 26. Prior to the issuance of a building permit, a construction management plan will be provided to the Building Division for review and approval by the Building Official and the Community Development Director. The required contents of the construction management plan are outlined in Attachment 1. 27. Prior to building permit issuance, the applicant shall revise the landscape plan so that the tree located on the northeast corner shall be a smaller tree. Public Works Department 28. Prior to issuance of a building permit, the applicant shall incorporate into construction documents measures for site design, source control, run-off reduction and stormwater treatment as frond in the Bay Area Stormwater Management Agency Association (BASMAA) Post-Construction Manual available at the Town Council Resolution No. DRAI-1--2019 03/03/2019 Page 6 of 10 Planning Division or online at the Marin County Stormwater Pollution Prevention Program (MCSTOPPP)website at www.mcstoppp.or-. Prior to commencement of grading/building work on the site, the applicant shall implement the measures as shown on the construction documents. 29. Throughout project construction, all requirements of the Town Engineer shall be met, including, but not limited to, the following, which shall be noted on Building Division drawings submitted for plan check: (a) If over 2,500 square feet of surface area will be added or replaced. the site must provide at least one Post Construction mitigation in accordance with E.12 of the Town's Municipal Stormwater Permit and the BASMAA Post-Construction Manual Design Guidance for Stormwater Treatment and Control for Projects in Marin, Sonoma, Napa, and Solano Counties. (b) Prior to issuance of a Certificate of Occupancy or building permit final sign-off, a licensed land surveyor shall verify that fencing, walls, footings and building foundations are entirely within the subject property. If it is found that any portion of the structure(s) were placed outside of the property, that portion of the structure shall be removed and relocated to be entirely within the property boundaries. A certification letter, stamped and signed by the surveyor shall be provided as documentation. The letter is required to state that the licensed professional surveyor located the property boundary of the subject property and"certifies"that all structures, including fencing and foundations are located entirely within the subject property and do not encroach beyond it. The certification letter shall reference the building permit number, provide the date when the surveyor performed their services and must reference the property address and assessor's parcel number. (c) If project requires movement (including cut, fill, displacement, import and/or export) of earth measuring 50 cubic yards or greater, then the following are required: Prior to building permit issuance the applicant shall complete the Construction Erosion and Sediment Control Applicant Package that can be found in the helpful forms and documents section of the Town's website. Link: http://townoflibu-on.or1-1/156/lielpful-Forms- Documents. Please note that projects with over 50 cubic yards of earth movement shall also be subject to post-rain-event erosion control inspections. (d) Prior to issuance of a building permit, provide a geotechnical report, a grading plan and drainage plan to the Town Engineer. (e) Prior to i­�uanre of n hi►ilrlina a nre_.r.m..i.t review incl a�ranrt.sn.. ra of an Erosion and Sedimentation Control Plan by the Town Engineer is required. Tiburon Fire Protection District (TFPD) 29. Throughout the duration of project construction, all requirements of the Fire Protection District shall be met, including but not limited to the following: Town Council Resolution No. DRAFT-2019 03/03/2019 Page 7 of 10 (a) An automatic residential fire sprinkler system is required to be installed in all new residences, including garages, conforming to NFPA Standard 13D, TFPD Policy 429.5, and as modified by the Fire Marshal. Plans and hydraulic calculations shall be submitted to the Fire Marshal for review prior to installation. Contact the Marin Municipal Water District should an upgrade for the domestic water meter be needed. Additional sizing may be required due to available pressures and fire flow. (b) Approved smoke and carbon monoxide alarms shall be installed to provide protection to all sleeping areas. CFC 907.2.10. (c) Firefighter Access: Access shall extend to within 150 feet of all portions of the facility and all portions of the exterior walls of the first story of the building as measured by an approved route around the exterior of the building or facility. CPC 503.1.1 (d) Provide the length from the side staircase to the lowest landing point to not exceed 150'. (e) 'Knox' key access shall be installed at the premises conforming to TFPD Policy 423.1. (f) This project is located in a wildland-urban interface area and must meet all applicable California Building Code requirements. See CBC Chapter 7A (g) NFPA, California Fire Code, State Fire Marshal Building Standards and Regulations,Conformance Required. Subjectto AB 2188 and Tiburon Building Division jurisdiction. (h) No Acacia tree species are permitted to be planted on the site. Other A2eneies 30. Prior to issuance of a building permit, the applicant shall provide a letter from Sanitary District No. 5 confirming that there are no sanitary sewer facilities within the former 5 foot wide sanitary sewer easement abandoned as recorded on March 29, 2017. Applicant shall obtain required permits from the Sanitary District and comply with applicable Sanitary District regulations. 31. Prior to issuance of a Certificate of Occupancy by the Building Division, applicant shall submit documentation from the Sanitary District confirming that all applicable requirements of the District have been satisfied for occupancy. 32. Prior to issuance of building permit, applicant shall submit written documentation that the final landscape and irrigation drawings would comply with current water efficient landscape requirements of Marin Municipal Water District(MMWD). 33. Prior to issuance of a Certificate of Occupancy by the Building Division, applicant shall submit documentation from MMWD confirming that all applicable requirements of MMWD have been satisfied for occupancy. ------- End of Conditions of Approval ------- Town Council Resolution No. DRAFT-2019 03/03/2019 Page 8 of 10 Attachment 1 March 14. 2019 Version 5.0 The applicant shall provide a Construction Management Plan to the Town of Tiburon Building Official prior to the issuance of a building permit. The Construction Management Plan shall include the following: 1. Complete,Accurate and Up-to-Date 8 Rolling Hills Road Construction Schedule: a. Initial construction schedule shall be provided to designated Rolling Hills(RH) Road e-mail list and to the Director of Tiburon Connnunity Development, and the Building Official. b. Projected completed dates of key project deadlines will be noted. c. Changes to the construction schedule shall be provided to the RI-I neighbors list, the Director of Community Development, and the Building Official at least one week in advance of any changes. 2. Construction equipment: a. Provide a list of all equipment that will be used from start to finish of construction b. No overnight parking of any equipment or vehicles on Rolling Hills Road—this explicitly includes cul de sac co-owned by 45 and 55 Rolling Hills Road. 3. Construction Staging: Equipment x Materials x Work Cre'vvs a. Hours of construction set by the Town of Tiburon will be followed. b. No parking for work crews or equipment, or staging is allowed on the following properties: 1 Rolling Hills Road 4 Rolling Hills Road 5 Rolling Hills Road 25 Rolling Hills Road 35 Rolling Hills Road 45 Rolling Hills Road 55 Rolling Hills Road 65 Rolling Hills Road 75 Rolling Hills Road 88 Rolling Hills Road 100 Rolling Hills Road c. No materials will be staged on Rolling I fills property listed above. d. No overnight storage of materials on Rolling Hills Road is allmwed. e. Flagging 2 sets of road flag crews will be provided Burin- heavy equipment use and delivery hours: (i) south of 8 RI 1 job site for egress exit for Rolling Hills residents: 25 / 88/ 100/45 / 55/65 and 75 RI l and, (ii) at"T-intersection"for residents of(i) Spring Lane, (ii) Stephens Court and (iii) Rolling Ilills Road thru the entire construction timeline. 4. Construction: (i) Offload dirt/excavation, (ii) concrete foundation and (iii) construction a. All hillside excavation/dirt offload procedures & scheduling will be submitted. b. All concrete truck&.related 8 Rolling dills pouring scheduling will be submitted. Town Council Resolution No. DRAFT-2019 03/03/2019 Page 9 of 10 c. All construction truck & materials scheduling and siting locations will be submitted. d. All truck deliveries and use of heavy equipment such as concrete trucks shall not occur during commute hours and school pick up hours. 5. Construction Contractor x Work Crews a. On job site posting of 8 RH job foreman and contractor with 7 x24 mobile telephone and e-mail. 6. Rolling Hills Road Access, Maintenance and Repair a. Unobstructed Rolling Hills Road access will be available at all times within reason as determined by the Building Official. b. 8 RH will maintain pre-construction cleanliness and road conditions at all times. c. Property Owner shall provide video evidence of preconstruction roadway conditions. If the road is damaged by the construction, the oNvner shall repair the road to preconstruction conditions. d. All Rolling Hills Road pavement repairs and landscaping are the responsibility of 8 RH. This includes all trees, shrubs and side-yards up Round Hill Road—to-job site. e. No certificate of occupancy will be issued to 8 RH until all road wort: is completed and to the satisfaction of Community Development Director. 7. Construction Management: All infractions, violations of above 8 RH Construction Plan will be handled as follows: a. Job site matters will be directed to 8 R14 contractor/job site foreman. b. If the job site foreman does not adequately address the issues, concerns will be brought to the Building Official (Clay Salzman). The Building Official will correct any violations as deemed appropriate by the Building Official. Town Council Resolution No. DRAFT-2019 03/03/2019 Page 10 of 10 Town Council Meeting TOWN OF TII3URON April 3, 2019 1505 Tiburon Boulevard Agenda Item: CC - 5 Tiburon, CA 94920 STAFF REPORT To: Mayor and Members of the Town Council From: Public Works Department Subject: Recommendation to Award the Virginia Undergrounding District Project Construction Management Contract to Green Valley Consultants Reviewed By: f G-e,, Chanis,Town Manager Benjamin Stock,Town Attorney SUMMARY The Town solicited proposals for the Construction Management of the Virginia Undergrounding'District Project and received four proposals. Staff recornmends selecting Green Valley Consulting Engineers for the work. RECOMMENDED ACTION(S) 1. Authorize the Town Manager to approve the award of a contract for construction management of the Virginia Undergrounding District Project to Green Valley Consulting Engineers in the amount of$128,215 with the award letter to be sent to Green Valley Consulting Engineers, at the close of the Bond Sale. BACKGROUND On January 17, 2018, the Town Council approved the Preliminary Engineer's Report for the Virginia Undergrounding District Project. This report included an estimated total project cost of $1,683,000, and on March 21, 2018, property owners in the district approved assessments in that amount. The design of the project was completed b� Harris and Associates and the project put out for bid on January 17, 2019. Bids were opened on February 21, 2019. On March 6, 2019, Council authorized award of the construction contract at the closing of bond sale. Staff solicited proposals from consultants for the construction management of this project and received four proposals. ANALYSIS Staff analyzed the proposals and recommends selecting Green Valley Consultants for the work. The reasons for this are: 1. The construction manager Green Valley proposes to use on the project has experience on three undergrounding projects including the Del Mar project in Tiburon. TOWN OF TIBURON PAGE 1 OF 2 2. Green Valley recommended appropriate staffing levels for the project and is able to supply this level of service. 3. We have used Green Valley successfully on several projects in the past. Bonds need to be sold to cover the cost of the project. The close of the bond sale is anticipated to be May 9, 2019. The award letter would be sent to the consultant after the bond sale closes. Staff is recommending Council authorize the award tonight so the consultant can begin work as soon at the contractor does. FINANCIAL IMPACT The total cost of this project is covered by residents. There is no direct fiscal impact to the Town. The 2018-19 Capital Improvement Budget included $1,683,000 for the Virginia Undergrounding District Project, all of which will be provided through the sale of bonds as discussed above. ENVIRONMENTAL REVIEW A Categorical Exemption was filed for this project on September 22, 2017. The improvements constitute minor alterations of existing public facilities, pursuant to Section 15301.b.: "Existing facilities of both investor and publicly-owned utilities used to provide electric power..... or other public utility services, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination." The work would also be exempt with respect to: Section 15302.c. Replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity. Section 15304.f. Minor Alterations to Land, (f) minor trenching and backfilling where the surface is restored. RECOMMENDATION Staff recommends that the Town Council: 1. Authorize the Town Manager to approve the award of a contract for construction management of the Virginia Undergrounding District Project to Green Valley Consulting Engineers in the amount of$128,215 with the award letter to be sent to Green Valley Consulting Engineers, at the close of the Bond Sale. Prepared By: Patrick Barnes,Town Engineer T01vy Of THAIR0y PAGE 2 oiE 2 Town Council Meeting TOWN OF TIBURON April 3, 2019 1505 'Tiburon Boulevard Agenda Item: CC - 6 Tiburon, CA 94920 STAFF O . To: Mayor and Members of the Town Council From: Department of Administrative Services Subject: Recommendation to Accept the February 2019 Investment Summary Reviewed I3y: � X�., N/A Greg Chanis,Town Manager Benjarnin Stock,Town Attorney SUMMARY Staff provides the Town Council a monthly report on the Town's investment activity. This report is for the month ended February 2$,2019. RECOMMENDED ACTION(S) 1. Staff recommends that the Town Council: Move to accept the Investment Summary for February 2019 BACKGROUND Pursuant to Government Code Section 53601, staff is required to provide the Town Council with a report regarding the Town's investment activities for the period ended February 28, 2019. ANALYSIS February 2019 Interest Agency Investment Amount Rate Maturity Town of Tiburon Local Agency Investment 21,961,019.21 2.3921%, Liquid Fund (LAIF) Total Endin2 Balance $22,061,019.21 The total invested at the end of the prior month was $21,961,019.21, therefore; the Town's investments increased by $100.000.00 over January 2019. Attached as Exhibit 1 to this report is the Town's Public Agency Retirement Services February 2019 Statement for its Section 1 15 Irrevocable Trusts for Other-Post-Employment Benefits and Pension. TOWN OF TIBURON PAGE I OF 2 FINANCIAL IMPACT No financial impact occurs by accepting this report. The Town continues to meet the priority principles of investing—safety, liquidity and yield in this respective order. ENVIRONMENTAL REVIEW Staff has preliminarily determined that acceptance of this investment summary is statutorily exempt fi-om the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15378 of the CEQA Guidelines in that it does not constitute a project under CEQA. RECOMMENDATION Staff recommends that the Town Council: Move to accept the Investment Summary for February 2019 Exhibit(s): 1. PARS Section 115 Trust Account activity for February 2019 Prepared By: Suzanne Sweitzer,Director of Administrative Services Tow OF TIBURON PAGE 2 of 2 # 1'"`AR 1 8, 2019 TORR OF 77BUROA1 i1``' Account Report for the Period R4RS Post-Emphymeut Benefits Trust 2/1/2019 to 2/28/2019 Greg Chanjs "(bwn mantagcr TONvn of Tiburon 1505 Tiburon Blvd. "Tiburon,CA 94920 Account Suddtmady Beginning Balance as Ending of Balance as of Source 2/1/2019 Contributions Earnings Expenses Distributions Transfers 2/28/2019 01163 $2,203,853.70 $0.00 $41,860.81 $459.14 $0.00 $0.00 $2,245,255.37 PENSION $1,262,663.04 $0.00 $12,855.51 $263.05 $0.00 $0.00 41,275,255.50 Totals 43,466,516.74 $0.00 $54,716.32 $722.19 S0.00 $0.00 43,520,510.87 InvestmentSelection tiou-ce 0111:3 Balanced Index PLUS PENSION Moderately Conservative Index PLUS Investment Objective Source The dual goals of the Balanced Strategy are growth of principal and income.While dividend and interest income are an important component of 0111.3 the objective's total return,it is expected that capital appreciation will comprise a larger portion ofthe total return.The portfolio will be allocated between equity and fixed income investments. The dual goals ofthe Moderately Conservative Strategy are current income and moderate capital appreciation.The major portion of'the assets is ITNSION comlttilted to fncome-producing securities.Market fluchaations should be expected. ITdVe.StdnL'Tdt.RG'tdTYTZ I luno thud 12ciwn� Source 1-1-Month 3-Months 1-Year � 3Ycvt 5-years 101tats Plan's Inception Date 0111-113 1.90% 3.04"0 3,090'. 9/15/2016 111-NSION L023o 2.6loo - - - - 7/10/2018 h,"I a,prnrided b}Uti 13snk. 1,o,i e Jo PARS Not HAC Loured; No Bank Guartmec; May Lose Value Past p rformance dorti not hu rau#ee luuur ,•su,,,. Perlonnancc returns may not re(leer the deduction of apphcablr tees t�hich could reduce tenons Infonnar n is dt•enmd m6able but m t�L::sub_jer7 to ch.uee m esuncni Rciw n: Annualized rile ul'rclui i i..,c reuuv on an invasimcnl oyer a pu,iod other than one yon multiplied or divid'd to give a ompalable lie-,Cal return. Account balking.arc inclusk e l,1 I ni t Admin haat ion.Trustee and Inecsonom Aanngemen(Ices lidadqueincrs-43i0','nn Korman Ave,Suite.l ift).Netrport]3eac1;.CA 921;(0 80540.6369 Pax 949350.1250 tvnrc.par...or� Town Council Meeting TOWN OF TI.BURON April 3, 2019 1505 Tiburon Boulevard Agenda Item: Al - I Tiburon, CA 94920 STAFF REPORT To: Mayor and Members of the Town Council From: Office of the Town Manager Subject: Assessment District No. 2017-2 (Virginia Undergroundijig District)-Adopt Resolution of Issuance Authorizing the Issuance of Bonds and Related Actions Reviewed By: XI Greg Chanis,Town Manager Benjamin Stock,Town Attorney SUMMARY The Council will consider adoption of a Resolution of Issuance authorizing issuance of Series B Bonds and other actions, and consider-related amendments to the Town's Debt Policy. RECOMMENDED ACTIONS) 1. Adopt Resolution of Issuance attached as Exhibit 1. 2. Approve the amendment to the d'own's Debt Policy attached as Exhibit 6. BACKGROUND On May 3, 2017, the Town Council adopted Resolution No. 10-2017 declaring its intention to form Assessment District No. 2017-2 (Virginia Undergrounding District) (the "District") and declaring its intention to order the construction of certain improvements to underground utilities within the District (the "Improvements"). Resolution No. 10-2017 also declared the intent of the Town Council to issue bonds secured by the assessments to be levied on property in the District pursuant to the Improvement Bond Act of 1915. being Division 10 (commencing with Section 8500) of the Streets and Highways Code (the "1915 Act"). On March 21, 2018, the Town Council approved Resolution No. 15-2018 Milch confirmed assessments on the parcels within Assessment District No. 2017-2 (Virginia Underground District) (the "District"). As directed in Resolution No. 15-2018, the Town Clerk has caused a Notice of Assessment to be recorded in the Office of the County Recorder for the County of Marin and there is now a valid assessment lien recorded against all of the parcels against which assessments were levied. On June 6, 2018, the Town Council approved Resolution No. 23-2018 authorizing the issuance of a ti►st series of bonds of the District to finance the costs of the design of the improvements to be funded by the District (the "Improvements"). On July 1 1.2018 the Town issued the Town of Tiburon Assessment District No. No. 2017-2 (Virginia Undergrounding District) Limited TOWN or TIBURON PAGE I or 3 Obligation Improvement Bonds 2018 Series A (the "Series A Bonds") in the amount of$265,000 Pursuant to a Bond Indenture dated as of July 1, 2018 (the "Bond Indenture") by and between the Town and U.S. Banl< National Association, as Trustee (the "Trustee"). On March 6, 2019 the Town Council awarded a construction contract for the Improvements to Kerex Engineering, Inc. Tonight, the Town Council is requested to consider the approval of a Resolution of Issuance for a second series of bonds (the "Series B Bonds") pursuant to the 1915 Act (Exhibit 1). If the Resolution of Issuance is approved, then the Town will proceed to issue the Series B Bonds for the purpose of funding the construction and installation of the hnprovements. The annual assessment installments needed to pay the debt service due on the Series A Bonds and the Series B Bonds will be levied beginning in fiscal year 2019-20 and will appear on the tax bills of property owners in the District who have not prepaid their assessment. The Resolution of Issuance: • Appoints Stifel Nicolau►s & Company, Incorporated ("Stifel") as the underwriter for the Series B Bonds. Stifel served as Placement Agent for the Series A Bonds which, due to the small principal amount were sold at a private sale rather than by a public offering. • Approves the form of the First Supplemental Bond Indenture to incorporate the terms of the Series B Bonds into the Bond Indenture. The Series A Bonds and the Series B Bonds will be equally secured under the Bond Indenture. (Exhibit 2) • Approves the form of the Bond Purchase Agreement between the Town and Stifel which contains the terms and conditions on which the Town will sell and Stifel will purchase the Series B Bonds. (Exhibit 3) • Approves the form of the Continuing Disclosure Agreement between the Town and NBS Pursuant to which the Town will agree to provide certain ongoing disclosure to the marketplace concerning the Series B Bonds pursuant to the requirements of Securities and Exchange Commission Rule 15(c)2-12. (Exhibit 4) • Approves the form of a Preliminary Official Statement pursuant to which the Series B Bonds will be offered to prospective purchasers. (Exhibit 5) • Authorizes the Mayor, the Town Manager and the Finance Director to execute any and all documents necessary to accomplish the issuance of the Series B Bonds. Exhibit A to the Resolution of Issuance contains the good faith estimates related to the Series B Bonds which are required by Government Code Section 5852.1. The Town Council is also being asked this evening to amend its existing Debt Policy to add certain language re-arding procedures related to continuing disclosure for publicly sold debt. These changes are in response to certain amendments to SEC Rule 15(c)2-12 that took effect in February 2019. (Exhibit 6) ANALYSIS No further analysis provided. Tow*N 0r"I'[13L RON P,vct: 2 or 3 FINANCIAL IMPACT There is no direct financial impact to the Town as a result of this action as all of the costs associated with the District will ultimately be paid by the property owners that live in the Assessment District. ENVIRONMENTAL REVIEW Staff has preliminarily determined that adoption of this item is statutorily exempt fi-om the requirements of the California Environmental Quality Act (CEQA). RECOMMENDATION Staff recommends that the Town Council: 1. Adopt Resolution of Issuance attached as Exhibit 1. 2. Approve the amendment to the Town's Debt Policy attached as Exhibit 6. Exhibits: 1. Resolution of Issuance 2. First Supplemental Bond Indenture 3. Bond Purchase Agreement 4. Continuing Disclosure Agreement 5. Preliminary Official Statement 6. Amendment to Debt Policy Prepared By: Greg Chanis,Town Manager ToNI,\ 01 TI PAGE 3 or 3 Sti-mllinn Yocca Carlson & Rauth Draft of3/27/2019 RESOLUTION NO. RESOLUTION OF THE TOWN COUNCIL OF TOWN OF TIBURON, CALIFORNIA, AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF BONDS PURSUANT TO THE PROVISIONS OF THE IMPROVEMENT BOND ACT OF 1915 FOR TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the Town Council of the Town of Tiburon (the "Town") has previously adopted Town Council Resolution No. 2996 supporting the Undergrounding of overhead utility wires and poles and has adopted Policy and Procedures for the Formation of Utility Undergrotmding Assessment Districts (the —Policies"); and WHEREAS, in accordance with the Policies, this Town Council has taken proceedings under the Municipal Improvement Act of 1913, Division 12 of the California Streets and Highways Code (the "Code") for the Town of Tiburon Assessment District No. 2017-2 (Virginia Undergrounding District) (the "Assessment District") and has confirmed an assessment, which assessment and a related diagram were recorded in the office of the Director of Public Works/Town Engineer, acting as the Superintendent of Streets, and the diagram was recorded with the County Recorder of the County of Marin (the "County"); and WHEREAS, a notice of assessment, as prescribed in Section 3114 of the Code, has been recorded with the County Recorder of the County, whereupon the assessment attached as a lien upon the property assessed within the Assessment District as provided in Section 3115 of the Code; and WHEREAS, the proceedings provide that bonds will be issued pursuant to the Improvement Bond Act of 1915, Division 10 of the Code (the "1915 Act") to represent and be secured by the unpaid assessments on the parcels within the Assessment District; and WHEREAS, on July 10, 2018, the Town issued a first series of bonds (the "Series A Bonds") secured by the unpaid assessments pursuant to a Bond Indenture dated as of July 1, 2018 (the "Original Indenture") between the Town and U.S. Bank National Association, as 'Trustee (the "Trustee") for the propose of financing the design and engineering costs related to the improvements for which the assessments were confirmed (the "improvements"); and WHEREAS, this Town Council now desires to authorize the issuance of a second series of bonds (the "Series B Bonds") to be secured on a parity with the Series A Bonds by the unpaid assessments for the purpose of financing the cost of constructing the Improvements; and WHEREAS, in accordance with the Policies, prior to the issuance of the Series A Bonds. the Toxvn retained the services of Stifel Nicolaus & Company, Incorporated ("Stifei") to act as the Placement Agent for the Series A Bonds and as the Underwriter for the Series B Bonds; and WHEREAS, there has been presented to the Town Council the forms of a First Supplemental Bond Indenture between the Town and the Trustee (the "First Supplement" and to,,ether with the EXHIBIT I Original ludentul-e, the "Bond Indenture"), a Continuing Disclosure Agreement by and between the Town and NBS ("Continuing Disclosure Agreement"), a Bond Purchase Agreement to be entered into between the Town and Stifel ("Underwriter"), as the purchaser of the Series B Bonds ("Bond Purchase Agreement") and the form of a Preliminary Official Statement for the Series B Bonds ("Preliminary Official Statement").- and WHEREAS, the Town desires to approve the forms of the First Supplement, the Continuing Disclosure Agreement and the Bond Purchase Agreement; to authorize the issuance of the Series B Bonds and the sale thereof to the Underwriter on the terms approved hereby; to authorize the distribution of the Preliminary Official Statement to prospective purchasers of the Series B Bonds and to authorize the officers of the ']'own to take all actions required for the issuance of the Series B Bonds; WHEREAS, in accordance with the requirements of Government Code Section 5852.1, there has been presented to this Town Council and disclosed at the meeting at which this resolution is being adopted the information required by Government Code Section 5852.1(a)(1) which is attached hereto as Exhibit A; NOW, THEREFORE, the Town Council of the Town of Tiburon DOES HEREBY FIND, DETERMINE, RESOLVE, AND ORDER as follows: Section 1. The above recitals are all true and correct. Section 2. The First Supplement is approved in substantially the form presented to this Town Council; and each of the Mayor, the Town Manager, the Finance Director and their written designees (individually an "Authorized Officer" and, collectively, the "Authorized Officers"), acting alone, is authorized and directed to execute, and the Town Clerk, or her written designee, is authorized to attest, the First Supplement substantially in the form approved with such additions thereto and changes therein as the Authorized Officer executing the First Supplement deems necessary to effectuate the issuance of the Series B Bonds in accordance with the Bond Purchase Agreement, or as required by the Town Attorney and the Town's Bond Counsel, Stradling Yocca Carlson & Rauth, a Professional Corporation (the `Bond Counsel"), for the issuance of the Series B Bonds. Approval of such changes shall be conclusively evidenced by the execution and delivery of the First Supplement by any one of the Authorized Officers. Section 3. The Series B Bonds in an aggregate principal amount not to exceed One Million Three Hundred Thirty-Six Thousand Eight Hundred Twenty-Three and 70/100 Dollars and 00/100 ($11,336,823.70). representing the amount of the unpaid assessments less the amount of the Series A Bonds ($265.000). shall be issued pursuant to the provisions of the Act upon the security of unpaid assessments levied within the Assessment District and as set forth in the Bond Indenture. The Series B Bonds shall be dated. be in such aggregate principal amount, bear interest at such rates, and mature on such dates and in such amounts as are set forth in the Bond Purchase Agreement upon the execution and delivery thereof in accordance with Section 7 below. The Series B Bonds shall be issued substantially in the form of bonds set forth in the Act, except as such form may vary fi-om the terms and conditions set forth in this Resolution and the Bond Indenture. The principal amount of the Series B Bonds to be sold will be determined by the Town Manager or his designee or the Finance Director, up to but not to exceed the amount set forth above. 2 Neither the faith and credit nor the taxing power of the Town, the County of Marin. the State of California or any political subdivision thereof is pledged to the payment of the Series B Bonds. The Town is not obligated to advance available finds from the Town treasury to the Redemption Fund in the event of a delinquency in the payment of an assessment installment or installments. The Series B Bonds are not general obligations of the Town; they are limited obligations payable solely from the funds specified in the act and the Bond Indenture. The Town Council hereby finds and determines that the issuance of the Series B Bonds is consistent with the Policies and that the information in Exhibit A hereto satisfies the requirements of Government Code Section 5852.1(a)(1). Section 4. The provisions of Part 11.1 (commencing with Section 8760) of the Act, providing an alternative procedure for the division of land and the Series B Bonds, shall apply. Section 5. The Continuing Disclosure Agreement is approved in substantially the form presented to the Town Council; and each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the Town, to execute, and the Town Clerk, or her written designee(s), to attest to and deliver to NBS, as Dissemination Agent, the Continuing Disclosure Agreement substantially in the form hereby approved, with such additions thereto and changes therein, including the selection of an alternate Dissemination Agent from time to time, as may be approved by the Authorized Officer executing such agreement or required by the Town Attorney or Bond Counsel, such approval or requirement to be conclusively evidenced by the execution and delivery of the Continuing Disclosure Agreement. Section 6. The form of the Preliminary Official Statement presented at this meeting is hereby approved, and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Series B Bonds in the form hereby approved, together With such additions thereto and changes therein as are determined necessary by any of the Authorized Officers, or the written designee of either, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission, including, but not limited to, such additions and changes as are necessary to make all information set forth therein accurate and not misleading. Each of the Authorized Officers is hereby authorized to execute a final Official Statement in the form of the Preliminary Official Statement, together with such changes as are determined necessary by any of the Authorized Officers, to make such Official Statement complete and accurate as of its date. The Underwriter is further authorized to distribute the final Official Statement for the Series B Bonds and any supplement thereto to the purchasers thereof upon its execution by one of the Authorized Officers. Section 7. Subject to Section 3 hereof, the sale of the Series B Bonds to the Underwriter is hereby approved provided that (a)the Underwriter's discount, exclusive of original issue discount, shall not exceed two and one-tenth percent(2.l 0%) of the oril-inal aggregate principal amount of the Series B Bonds issued, (b) the true interest cost on the Series B Bonds, as calculated by Sperry Capital, Inc.. the Town's Municipal Advisor, shall not exceed four and three-tenths percent (4.30%) per annUrn. and (c) the final principal amounts, discount and interest rates for the Series B Bonds shall have been approved by tine Town Manager or the Finance Director; and, subject to such approval, ani one of the Authorized Officers is hereby authorized and directed to evidence the Town's acceptance of the offer made by executing and delivering to the Underwriter a Bond Purchase Agreement substantially in the form hereby approved with such additions thereto and changes therein as may be approved by the Authorized Officer executing the agreement, or required by Town Attorney or Bond Counsel, such approval or requirement to be conclusively evidenced by the execution and delivery of tile Bond Purchase Agreement. Section 8. The Trustee is hereby authorized and directed to authenticate the Series B Bonds and to deliver them to The Depository Trust Company on behalf of the Underwriter upon payment of the purchase price thereof. Section 9. The Authorized Officers and other officers of the Town are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale and delivery of the Series B Bonds and otherwise to effectuate the purposes of this resolution;. and any actions previously taken by such officers for these purposes are hereby ratified and confirmed. Section 10. Any action authorized or directed in this resolution to be taken or performed by an Authorized Officer may be taken or performed by their designee with the same force and effect as if taken or performed by such Authorized Officer. Section 11. If any section, subsection, sentence, clause or phrase of this resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this resolution. The Town Council hereby declares that it would have passed this resolution and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional. Section 12. The Town Council finds the adoption of this resolution is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Section 13. This Resolution shall take effect immediately upon its adoption by the Town Council, and the Town Clerk shall certify the vote adopting the resolution. PASSED, APPROVED. and ADOPTED on April 3, 2019. DAVID KULIK, Mayor ATTEST: LEA STEEANI Town Clerk 4 EXHIBIT A GOOD FAITH ESTIMATES The good faith estimates set forth herein are provided with respect to the Series B Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Town by its Municipal Advisor. Principal Amount. The Municipal Advisor has informed the "Town that, based on the Town's financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Series B Bonds to be sold is $1,290,000(the "Estimated Principal Amount"). Based on the Estimated Principal Amount,the following good faith estimates are provided: (a) True Interest Cost of the Series B Bonds. The Municipal Advisor has informed the Town that, assuming that the Estimated Principal Amount of the Series B Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Series B Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Series B Bonds, is 3.75%. (b) Finance Charge of the Series B Bonds. The Municipal Advisor has informed the Town that, assuming that the Estimated Principal Amount of the Series B Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Series B Bonds, which means the sum of all fees and charges paid to third parties, is $349,597, of which $102,697 is for costs of issuance to be paid from Series B Bond proceeds, $26,900 is for the Underwriter's discount and $220,000 is for fees paid to the Trustee and the dissemination against and for other administrative costs to be incurred over the life of the Series B Bonds from funds other than Series B Bond proceeds. (c) Amount of Proceeds to be Received. The Municipal Advisor has informed the Town that, assuming that the Estimated Principal Amount of the Series B Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Town for sale of the Series B Bonds, less the finance charge of the Series B Bonds paid from Series B Bond proceeds, which amount is estimated to be $129,597, and any reserves or capitalized interest to be paid or funded with proceeds of the Series B Bonds, which is estimated to be $107,438, is $1,044,577. (d) Total Payment Amount. The Municipal Advisor has informed the Town that, assuming that the Estimated Principal Amount of the Series B Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Town will make to pay debt service on the Series B Bonds, plus the finance charge for the Series B Bonds as described in (b) above not paid with the proceeds of the Series B Bonds, calculated to the final maturity of the Series B Bonds, $2,45 7,0'02 ($16,298 of wi►ici► will be paid for 1iom capitalized interest). The foregoing estimates constitute good faith estimates only. The actual principal amount Of the Series B Bonds issued and sold, the true interest cost thereof, the finance charges thereof; the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Series B Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Series B Bonds sold being different fi-om the Estimated Principal Amount, (c) the actual amortization of the Series B Bonds being different than the amortization assumed for pur-poses of such estimates, (d) the actual market interest rates at the time of sale of the Series B Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Town's financing plan, or a combination of such factors. The actual date of sale of the Series B Bonds and the actual principal amount of Series B Bonds sold will be determined by the Town based on the timing of the need for procceds of the Series B Bonds and other factors. The actual interest rates borne by the Series B Bonds will depend on market interest rates at the time of sale thereof: The actual amortization of the Series B Bonds will also depend, in part.on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Town. 6 Stradlinb Yocca Carlson & Ratith Draft of 312 712 019 FIRST SUPPLEMENTAL BOND INDENTURE By and between TOWN OF TIBURON and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of May 1,2019 Relating to [$Amount] TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2019 SERIES B EXHIBIT 2 Table of Contents Page ARTICLE I DEFINITIONS Section1.1. Definitions........................................................................................................2 ARTICLE 11 GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Series B Bonds..............................2 Section 2.2. Description of Series B Bonds; Interest Rates .................................................2 Section 2.3. Form of Series B Bonds; Execution and Authentication..................................3 Section 2.4. Conditions to Issuance of Series B Bonds........................................................3 ARTICLE III APPLICATION OF PROCEEDS OF SERIES B BONDS Section 3.1. Application of Proceeds of Sale of Series B Bonds.........................................3 Section 3.2. Proceeds from the sale of the Series B Bonds shall be used as follows:..........3 ARTICLE IV REDEMPTION OF SERIES B BONDS Section 4.1. Redemption of Series B Bonds.........................................................................4 ARTICLE V MISCELLANEOUS Section 5.1. Allocation of Prepayments...............................................................................5 Section 5.2. Provisions of Original Indenture in Effect .......................................................5 Section 5.3. Partial Invalidity...............................................................................................5 Section 5.4. Execution in Counterparts................................................................................5 Section 5.5. Governing Law.................................................................................................5 FIRST SUPPLEMENTAL BOND INDENTURE THIS FIRST SUPPLEMENTAL BOND INDENTURE, dated as of May 1. 2019 (the "First Supplement''), by and between Town of Tiburon (the "Town") and U.S. Bank National Association, as trustee (the "Trustee"), supplements the Bond Indenture dated as of July 1, 2018 (the "Original Indenture" and together with this First Supplement, the `Bond Indenture") by and between the "Town and the Trustee, and is being executed to provide for the issuance of the Town of Tiburon Assessment District No. No. 2017-2 (Virginia Undergrounding District) Limited Obligation Improvement Bonds 2019 Series B which are being issued as Parity Bonds in accordance with the Original Indenture. RECITALS: WHEREAS, the Town Council of the Town of Tiburon (the "Town Council") has taken proceedings under the Municipal Improvement Act of 1913, Division 12 of the California Streets and Highways Code (the "1913 Act"), for the formation of the Town of Tiburon Assessment District No. No. 2017-2 (Virginia Undergrounding District) (the "Assessment District") and has confirmed an assessment, which assessment and a related diagram were recorded with the Superintendent of Streets, and a notice of assessment, as prescribed in Section 3114 of the Code, has been recorded With the County Recorder of the County of Marin, whereupon the assessment attached as a lien upon the property assessed within the Assessment District as provided in Section 31 l 5 of the Code; and WHEREAS, pursuant to the Original Indenture, the District has previously issued its Town of Tiburon Assessment District No. No. 2017-2 (Virginia Undergrounding District) Limited Obligation Improvement Bonds 2018 Series A (the "Series A Bonds") in the aggregate principal amount of$265,000; and WHEREAS, the Original Indenture permits the issuance of Parity Bonds secured by the Assessments provided that the requirements set forth in Section 702(g) of the Original Indenture have been satisfied; and WHEREAS, the Town desires to issue its Town of Tiburon Assessment District No. No. 2017-2 (Virginia Undergrounding District) Limited Obligation Improvement Bonds 2019 Series B (the "Series B Bonds") as Parity Bonds in the aggregate principal amount of$ and has determined the requirements set forth in Section 702(g) of the Original Indenture for the issuance of the Series B Bonds as Parit} Bonds have been satisfied; NOW, THEREFORE, in order to establish the terms and conditions upon and subject to which the Series B Bonds are to be issued, and in consideration of the premises and of the mutual covenants contained herein and of the purchase and acceptance of tile Series B Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged. the District does hereby covenant and agree, for the benefit of the Owners of the Bonds. the Series B Bonds and any Parity Bonds which may be issued from time to time, as follows: 1 ARTICLE. I DEFINITIONS Section 1.1. Definitions. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Original Indenture. The following definition is added to Section 101 of the Original Indenture: "Parity Bonds" means the Series B Bonds and any other series of Bonds issued pursuant to the Original Indenture and a Supplement thereto which are secured by the Assessments and other amounts pledged under Section 103 of the Original Indenture. ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Series B Bonds. Under and pursuant to the Original Indenture, Series B Bonds in the aggregate principal amount of[$Amount] shall be issued as Parity Bonds governed by the terms of the Original Indenture, as supplemented by this First Supplement, for the purpose of financing the Improvements, funding deposits to the Reserve Fund and to the Interest Account and paying the costs of administration and issuance of Series B Bonds. Section 2.2. Description of Series B Bonds; Interest Rates. The Series B Bonds shall be issued in fully registered form in denominations of$5,000 or any integral multiple thereof within a single maturity. The Series B Bonds shall be numbered as determined by the Trustee. The Series B Bonds shall be designated "Town of Tiburon Assessment District No. No. 2017-2 (Virginia Undergrounding District) Limited Obligation Improvement Bonds 2019 Series B." The Series B Bonds shall be dated as of their Closing Date and shall mature and be payable on September 2 in the years and in the aggregate principal amounts and shall be subject to and shall bear interest at the rates set forth in the table below payable on September 2, 2019 and each Interest Payment Date thereafter: Maturity Date (September 2) Principal Amount Interest Rate Section 2.3. Form of Series B Bonds; Execution and Authentication. The Series B Bonds and the certificate of authentication shall be substantially in the form set forth in Section 604 of the Original Indenture with such modifications thereto as are required to set forth the terms of the Series B Bonds and to conform to the provisions of the Bond Purchase Agreement for the Series B Bonds, which form is hereby approved and adopted as the form of such Series B Bonds and the certificate of authentication. Only the Series B Bonds as shall bear thereon such certificate of authentication in the form set forth in Section 604 of the Original Indenture shall be entitled to any right or benefit under the Original Indenture, and no Series B Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been manually executed by the Trustee. Section 2.4. Conditions to Issuance of Series B Bonds. The Series B Bonds shall not be issued unless and until and Authorized Representative of the Town delivers to the Trustee a Certificate of the Town stating that the conditions for the issuance of the Series B Bonds as Parity Bonds as set forth in Section 702(g) of the Original Indenture have been satisfied. ARTICLE III APPLICATION OF PROCEEDS OF SERIES B BONDS Section 3.1. Application of Proceeds of Sale of Series 13 Bonds Section 3.2. Proceeds from the sale of the Series B Bonds shall be used as follows: (i) $ of the proceeds of the Series B Bonds shall be deposited by the Trustee into the Reserve Fund to increase the amount on deposit therein to the Reserve Requirement as of the Closing Date for the Bonds; (ii) $ of the proceeds of the Series B Bonds shall be deposited by the Trustee in the Costs of Issuance Fund; (iii) $ of the proceeds of the Series B Bonds shall be deposited by the Trustee into the Interest Account; and (iv) $ , which are the remainder of the proceeds of the Series B Bonds, shall be deposited by the Trustee into the Series B ACCOUnt of the Improvement FLInd. There is hereby established a Series A Account of the Improvement Fund and a Series B Account of the Improvement Fund. On the Delivery Date for the Series B Bonds, prior to making the foregoing deposit of the proceeds of tile Series B Bonds to the Improvement Fund, all amounts in UIC II11'JIVVGIIICIIL rUIIU Ju2111 UC LI2l11JlC1TCU W lI1C JCrICS H HCCOUiI UI 'tile III1p1UVelllelll rUnU. I11 submitting a written requisition for a disbursement of amounts in the lmprovement Fund as set forth in Exhibit B of the Original Indenture, the requisition shall specify the Account of the Improvement Fund from which such amounts are to be paid, provided that all a!IIOLI!ItS shall be disbursed from the Series A Account before any amounts are disbursed from the Series B Account. The Trustee may, in its discretion, establish a temporary fund or account in its books and records to facilitate such transfers. 3 ARTICLE IV REDEMPTION OF SERIES B BONDS Section 4.1. Redemption of Series B Bonds (a) Optional Redemption. The Series B Bonds are subject to redemption prior- to their stated maturity date on any Interest Payment Date, fi-om any source of funds other than prepayment of Assessments at the following redemption prices (expressed as a percentage of the principal amount of the Series B Bond to be redeemed), together with accrued interest to the date of redemption: Redemption Date Price Interest Payment Dates on or prior to March 2, 20_ % September 2, 20_or March 2, 20 September 2, 20_or March 2, 20 September 2, 20_and thereafter (b) Mandatory Redemption from Assessment Prepayments. Whenever, as of an Interest Payment Date, there are sufficient funds in the Prepayment Account of the Redemption Fund from the proceeds of prepayments of Assessments allocated to the redemption of the Series B Bonds, the Series B Bonds shall be called for redemption as provided in Part I I.1 of the 1915 Act. The Series B Bonds may be redeemed and paid in advance of maturity on any Interest Payment Date in any year, at the following redemption prices (expressed as a percentage of the principal amount of the Series B Bonds to be redeemed), together with accrued interest to the date of redemption: Redemption Date Price Interest Payment Dates on or prior to September 2, 103% 20_ March 2, 20_or September 2, 20 102 March 2, 20 or September 2, 20_ 101 March 2, 20 and Interest Payment Dates thereafter 100 (c) Mandatory Sinking, Fund Redemption of Series B Bonds.. The Series B Bonds maturing on September 2, 20 (the "20_Term Bonds") shall be subject to mandatory sinking fund redemption prior to maturity, in part, on September 2, 20_, and on each September 2 thereafter, from sinking fund payments, at a redemption price equal to the principal amount of 20_ Term Bonds to be redeemed, together Nvith accrued interest to the date of redemption, without premium, as follows: 20 Term Bonds Redemption Date Redemption (September 2) Amount 4 In the event of a partial redemption of less than all of the 20_ Term Bonds pursuant to Section 4.](a) or 4.1(b) above, the mandatory sinking account payments for the 20_ Term Bonds are to be reduced pro rata, as nearly as practicable, in the amount of$5,000 or an integral multiple of $5.000. ARTICLE V MISCELLANEOUS Section 5.1. Allocation of Prepayments. Any provision of the Original Indenture to the contrary notwithstanding, the Prepayments shall be allocated by the District to redeem the Series A Bonds, the Series B Bonds and any other Outstanding Parity Bonds on a pro rata basis based on the principal amount Outstanding as of the date such Prepayments are received. Section 5.2. Provisions of Original Indenture in Effect. Except as expressly modified herein, all of the provisions of the Original Indenture shall remain in full force and effect. Section 5.3. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this First Supplement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this First Supplement. The District hereby declares that it would have entered into this First Supplement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Series B Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences. Clauses, or phrases of this First Supplement may be held illegal, invalid or unenforceable. Section 5.4. Execution in Counterparts. This First Supplement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 5.5. Governing Law. This First Supplement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such state. [REMAINDER OF PAGE INTENTIONALL)'LEFT BLANK.J 5 IN WITNESS WHEREOF,the Town and the Trustee have executed this First Supplemental Indenture, effective the date first written above. TOWN OF TIBURON By: Town Manager ATTEST: Town Clerk U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer S-1 3'25i2O/9 TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2019 SERIES B BOND PURCHASE AGREEMENT 2019 Town of Tiburon 1505 Tiburon Boulevard Tiburon, California 94920 Ladies and Gentlemen: Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), acting not as a fiduciary or agent for you, but on behalf of itself,offers to enter into this Bond Purchase Agreement(this"Purchase Agreement") with the Town of Tiburon (the "Town") regarding the limited obligation improvement bonds captioned above (the "Bonds") issued by the Town with respect to the Town of Tiburon Assessment District No. 2017-2 (Virginia Undergrounding District) (the "District"). The District has been formed under the Mtimicipal Improvement Act of 1913, Division 12 of the California Streets and Highways Code (the "1913 Act"), and the Bonds are being issued under the Improvement Bond Act of 1915, Division 10 of the California Streets and Highways Code (the "1915 Act"). The agreement of the Underwriter to purchase the Bonds (as hereinafter defined) is contingent upon the Town satisfying all of the obligations imposed upon it under this Purchase Agreement. This offer is made subject to the Town's acceptance b\ the execution of this Purchase Agreement and its delivery to the Underwriter on the date hereof,and, if not so accepted,will be subject to withdrawal by the Underwriter upon notice delivered to the Town at any time prior to the acceptance hereof by the Town. Upon acceptance, this Purchase Agreement v\ill be binding upon the Town and upon the Underwriter. All capitalized terms used herein, which are not otherwise defined, shall have the meaning provided for such terms in the Bond Indentwre (as hereinafter defined). Section 1. Purchase, Sale and Delivery of the Bonds. (a) Subject to The terms and conditions,and in reliance upon the representations,warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Town, and the Town hereby agrees to sell to the Underwriter,all (but not less than Al)ofthe Bonds,dated the Closing Date(as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. 1 EXHIBIT 3 The purchase price for the Bonds shall be $ (representing the principal of amount of the Bonds, [plus][mi]Ius] [net] original issue [premium][discount] of$ and less an Underwriter's discount of$ ). The Bonds shall be substantially in the form described in, shall be issued and secured under, and shall be payable from the Assessments as provided in the Bond Indenture dated as Of July 1, 2018, as supplemented by the First Supplemental Bond Indenture dated as of 1,2019(as so amended and supplemented, the `Bond Indenture"), by and between the Town and U.S. Bank National Association, as trustee (the "Trustee"), the Official Statement (as hereinafter defined), and the 1915 Act. (b) The Town acknowledges and agrees that (i)the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm's- length commercial transaction between the Town and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not as the agent or fiduciary of the Town or the propertN owners within the District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Town or the property owners in the District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Town on other matters) or (b) any other obligations to the Town with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, and (iv) the Town has consulted its own legal, financial and other advisors to the extent it has deemed appropriate in connection with this transaction. The Town acknowledges that it has previously provided the Under\\niter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (the "MSRB"). The Town acknowledges that it has engaged Sperry Capital Inc. (the"Municipal Advisor") as its municipal advisor(as defined in Securities and Exchange Commission Rule 15Bal) and will rely solely on the Municipal Advisor for financial advice with respect to the Bonds. (c) Pursuant to the authorization of the Town, the Underwriter has distributed copies of the Preliminary Official Statement,dated 2019,relating to the Bonds, which,together with the cover page and appendices thereto, is herein called the "Preliminary Official Statement." By its acceptance of this Purchase Agreement, the Town hereby ratifies the use by the Underwriter of the Preliminary Official Statement; and the Town agrees to execute a final official statement relating to the Bonds (the "Official Statement") which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Stradling Yocca Carlson & Rauth, a Professional Corporation,Newport Beach, California,the Town's Bond Counsel (herein called "Bond Counsel') and the Underwriter, and to provide copies thereof to the Underwriter as set forth in Section 2(n)hereof. The Town hereby authorizes the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement. the Official Statement and 2 any supplement or amendment thereto. The Town further authorizes the Underwriter to use and distribute, in connection with the Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Town to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. (c) Except as the Underwriter and the Town may otherwise agree, at 8:00 A.M. California time, on 2019 (the "Closing Date"), the Town will deliver to the Underwriter, at the offices of Bond Counsel or at such other location as may be mutually agreed upon by the Underwriter and the Town, the documents hereinafter mentioned, and the Town will deliver to the Underwriter through the facilities of The Depository Trust Company("DTC") in New York,New York,the Bonds, in definitive form (all Bonds being in book-entry form registered in the name of Cede&Co. and having CUSIP numbers assigned to them printed thereon), duly executed by the Town and authenticated by the Trustee in the manner provided for in the Bond Indenture and the 1915 Act, and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section in immediately available funds (such delivery and payment being herein referred to as the "Closing"). The Bonds shall be made available to the Underwriter for inspection not later than two Business Days prior to the Closing Date. Section 2. Public Offering and Establishment of Issue Price. (a) The Underwriter agrees to make a bona fide public offering of all the Bonds initially at the public offering prices (or yields) set forth on Exhibit A attached hereto and incorporated herein by reference. Subject to the limitations set forth in subparagraph (d) below, subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change any of the principal amounts or the interest rates set forth on Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. (b) The Underwriter agrees to assist the Town in establishing the issue price of the Bonds and shall execute and deliver to the Town at Closing (as defined below) an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit C. with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Town and Bond Counsel (as defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the TON,\n under this section to establish the issue price of the Bonds may be taken on behalf of the Town by the Town's Municipal Advisor and any notice or report to be provided to the Town may be provided to the '['own's Municipal Advisor. (c) Except as otherwise set forth in Exhibit A attached hereto,the Town will treat the first price at which 10% of each maturity of the Bonds (the ••10% test"), identified under the column "10% Tect I IcPd" in Fdhihit A is cn1d to tha nnhHo ac tha iccna nrira nfthat maturity At nr nrmmnthi after the execution of this Purchase Agreement, the Underwriter shall report to the Town the price or prices at which the Underwriter has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds,the Underwriter agrees to promptly report to the Town the prices at which Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue. whether or not the Closing Date (as defined below) has occurred, until either(i) all Bonds of that maturity have been sold or(ii)the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, the Town or Bond Counsel. For purposes of this section. if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (d) The Underwriter confirms that the Underwriter has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column "Hold the Offering Price Rule Used," as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10%test has not been satisfied and for which the Town and the Underwriter agrees that the restrictions set forth in the next sentence shall apply, which will allow the Town to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds,the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following. (i) the close of the 5th business day after the sale date, or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Town promptly after the close of the 5th business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (e) The Underwriter confirms the following: (i) Any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the Underwriter is a party) relating to the initial sale of tile Bonds to the public, together with the related pricing wires, contains or will contain language obligating each other underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable: (A)(I) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it.. whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Under-,niter.and(11)to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter and as set forth in the related pricing wires, (B) to promptly notify the Underwriter of an\ sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and 4 (C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (ii) Any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each other Underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10%test has been satisfied as to the Bonds of that maturity, provided that,the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter and as set forth in the related pricing wires. (f) The Town acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) the agreement of each other underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offing-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) if a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) if an underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Town further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds,and that no Underwriter shall be liable for the failure of any other Underwriter, of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement. to comply with its corresponding agreement to comply with the requirements lur estabu�inng issue pr K;e or ure rsonds. iriciuCling, but not 11 lit �i to, its agreement io comply with the hold-the-offering-price rule. if applicable to the Bonds. (g) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being 5 used as defined below) shall not constitute sales to the public for purposes Of this section. Further, for Purposes of this section: (i) "public" means any person other than an underwriter or a related party; (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the Town (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and(B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third- party distribution agreement participating in the initial sale of the Bonds to the public); (iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly,to(i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other)[; and (iv) "sale date" means the date of execution of this Purchase Agreement by the Town and the Underwriter. Section 3. Representations, Warranties and A(_)reements of the Town. The Town represents, warrants to, covenants and agrees with, the Underwriter that: (a) The District is an assessment district duly organized and validly existing under the Constitution and laws of the State of California, and the Town has, and at the Closing Date will have full legal right and power (i) to enter into, execute and deliver under this Purchase Agreement, the Bond Indenture, the Continuing Disclosure Agreement dated , 2019, between the Town and NBS, as dissemination agent(the"Continuing Disclosure Agreement")and the Official Statement and (ii) to carry out, give effect to and consummate the transactions contemplated hereby and thereby. (b) The Town has complied, and will at the Closing Date be in compliance, in all respects with the Bond Indenture, the Continuing Disclosure Agreement, the 1913 Act, the 1915 Act and this Purchase Agreement. (c) The Town Council has duly and validly: (i) made all the necessary findings and determinations required under the 1913 Act and the 1915 Act in connection with the formation of the District and the issuance of the Bonds, (ii) approved and authorized the execution and delivery of the Bond hndenture. the Bonds, the Continuing Disclosure Agreement. this Purchase Agreement and the Official Statement and approved the distribution ofthe Preliminary Official Statement, and 6 (iii) authorized and approved the performance by the Town of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, each of such documents. (d) Except as described in the Preliminary Official Statement, the Town is not, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Town is a party or is otherwise subject or bound, and the performance by the Town of its obligations under the Bond Indenture, the Bonds, the Continuing Disclosure Agreement and this Purchase Agreement and any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order,or under any loan agreement,note,resolution,indenture,contract,agreement or other instrument to which the Town is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the Town of its obligations under the Bond Indenture, the Bonds, the Continuing Disclosure Agreement or this Purchase Agreement. (e) Except as may be required under the "blue sky" or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect the performance by the Town of its obligations hereunder or under the Bond Indenture, the Bonds or the Continuing Disclosure Agreement have been or will be obtained at the Closing Date and are or will be at the Closing Date in full force and effect. (f) The Bond Indenture creates a valid pledge of, first lien upon and security interest in, the Assessments and the amounts in the funds and accounts pledged therefor under the Bond Indenture, on the terms and conditions set forth in the Bond Indenture. (g) As of the date hereof the information in the Preliminary Official Statement is true, correct and complete in all material respects and does not and, on the Closing Date the information in the Official Statement will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) If after the date of this Purchase Agreement and until 25 days after the End of the Underwriting Period (as hereinaiter defined), any C'vCut Occurs, of wiiiCii the iow►i has notice, as a result of which it may be necessary to supplement the Official Statement in order to make the statements therein, in the light of the circumstances existing at such time, not misleading, the "Town shall forthwith notify The Underwriter ofany such event ofwhich it has knowledge and, if in the opinion of the Underwriter and the Town Manager, such event requires an amendment or supplement to the Official Statement, the Town will at its own expense amend or supplement the Official Statement in a form and manner jointly approved by the Town and the Underwriter so that the statements therein as so amended or supplemented will not be misleading in the light or the circumstances existing at such time and the ToNvn will promptly furnish to the Underwriter a reasonable number of copies of such 7 amendment or supplement. As used herein the term "End of the Underwriting Period" means the later Of such time as (1)the Town delivers the Bonds to the Underwriter, or (ii) the Underwriter does not retain an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the Town at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the "End of the Underwriting Period." (1) Except as disclosed in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency or public board or body to which the Town is a party and has been served with a summons or other notice thereof, is pending,or to the knowledge of the Town threatened, in any way affecting the existence of the District, the existence of the ]'own or the titles of its officers to their respective offices or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Bond Indenture, the collection or application of the Assessments pledged or to be pledged to pay the principal of, and interest on, the Bonds, or the pledge thereof, or the collection or application of the Assessments pledged or to be pledged to pay the principal of, and interest on, the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bond Indenture, the Bonds, the Continuing Disclosure Agreement or this Purchase Agreement, any action of the Town contemplated by any of such documents,or in any way contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the powers of the Town with respect to the Bond Indenture, the Bonds, the Continuing Disclosure Agreement or this Purchase Agreement or any action of the Town contemplated by any of such documents, or which contests the exclusion from gross income for federal income tax purposes of interest paid on the Bonds or the exemption of interest paid on the Bonds from State of California personal income taxation. 0) The Town will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify the Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Underwriter may designate; provided, however, that the Town shall not be required to register as a dealer or broker of securities or to consent to service of process or qualify to do business in any jurisdiction where it is not now so subject. It is understood that such "blue sky" registration is the sole responsibility of the Underwriter. (k) Any certificate signed by any authorized officer or employee of the Town authorized to do so shall be deemed a representation and warranty by the Town as to the statements made therein. (1) The Town will apply the proceeds of the Bonds in accordance with the Bond Indenture and as described in the Preliminary Official Statement and Official Statement. (m) [Jilt]] such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of ademption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any. to matr11-11y or to the date of redemption if redeemed prior to maturity, the Town will faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Bond Indenture. (n) The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the Town as of its date. except liar the omission of such information as is permitted to 8 be omitted in accordance with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12"). The Town hereby covenants and agrees that, within 7 business days fi-0111 the date hereof, or upon reasonable written notice from the Underwriter within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, the Town shall cause a final printed form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with Rule 15c2-12 and the applicable rules of the MSRB. (o) Except as disclosed in the Official Statement, to the best of the Town's knowledge, no other public debt secured by a tax or assessment levied by the Town on the land in the District is in the process of being authorized and no assessment districts or comm1.mity facilities district have been or are in the process of being formed by the Town which include any portion of the land within the District. (p) The Assessments constituting the security for the Bonds have been duly and lawfully authorized and may be levied under the 1913 Act,the State Constitution and the applicable laws of the State, and the Assessments constitute a valid and legally binding continuing lien on the properties on which they have been levied. (q) Based on a review of it prior undertakings with respect to Rule 15c2-12, and except as otherwise described in the Preliminary Official Statement and Official Statement, the Town has not failed in any material respect to comply with any undertaking of the Town under Rule 15c2-12 in the previous five years. (r) The Town shall not voluntarily undertake any course of action inconsistent with satisfaction of the requirements applicable to the Town as set forth in this Purchase Agreement. (s) The Town shall cooperate with the Underwriter in the qualification of the Bonds for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter may designate. (u) The Town has determined that to the extent the formation of the District and/or the issuance of the Bonds deviate from Town Council Resolution No.2996 supporting the undergrounding of overhead utility wires and poles and the Town's Policy and Procedures for the Formation of Utility Undergrounding Assessment Districts, such deviations have been approved by the Town Council or are approved by the officer of the Town executing the Bonds or the Bond Indenture and such approval is within the scope of discretion of such officer. The execution and delivery of this Purchase Agreement by the Town shall constitute a representation to the Underwriter that the representations and warranties contained in the Section 3 are true as of the date hereof. Section 4. Conditions to the Obligation of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subiect, at the option of the Underwriter,to the accuracy in all material respects of the representations and warranties on the part of the Town contained herein, as of the date hereof and as of the Closing Date,to the accuracy in all material respects of the statements of the officers and other officials of the"Town made in any certificates or other doCUments furnished pursuant to the provisions hereof. to the performance by the Town of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: 9 (a) At the Closing Date. the Bond Indenture, the Continuing Disclosure Agreement and this Purchase Agreement shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds, and with the transactions contemplated thereby, by this Purchase Agreement,all such actions as, in the opinion of Bond Counsel, shall be necessary and appropriate. (b) At the Closing Date,except as was described in the Preliminary Official Statement,the Town shall not be, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract. agreement or other instrument to which the Town is a party or is otherwise subject or bound, and the performance by the Town of its obligations under the Bonds, the Bond Indenture, the Continuing Disclosure Agreement and this Purchase Agreement, and any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court 01- administrative radministrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Town is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the Town of its obligations under the Bonds, Bond hndenture,the Continuing Disclosure Agreement and this Purchase Agreement. (c) At the Closing Date. except as may be required under the"blue sky"or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with,any governmental authority,board,agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Town of its obligations hereunder, and the Bond Indenture, the Bonds or the Continuing Disclosure Agreement will have been obtained and will be in full force and effect. (d) The information contained in the Official Statement is, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to Section 3(h) hereof, true, correct and complete in all material respects and does not,as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to Section 3(h) hereof, contain any untrue statement of a material fact or omit to state a material (act required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) Between the date hereof and the Closing Date, the market price or marketability of the Bonds,., or the ability of the Underm—iter to enforce contracts for the sale of the Bonds, at the initial offering prices set forth on the imide cover page of the Official Statement, shall not have been materially adversely affected (evidenced by a written notice to the Town terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following: (i) legislation introduced in or enacted (or resolution passed) by the Congress of Z-- the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of 10 such ]-louse to which such legislation had been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest as would be received by the holders of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof(it being acknowledged by the parties hereto that as of the date hereof no such legislation, ruling, regulation, press release or other form of notice which would result in such adverse impact on the market price or marketability of the Bonds exists); (ii) legislation introduced in or enacted (or resolution passed) by the Congress of the United States ofArnerica,or all order,decree or injunction issued by any Court of competent jurisdiction,or an order,ruling,regulation(final,temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds,or the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended,or that the Bond Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds, including any or all underwriting arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws, rules or regulations as amended and then in effect; (iii) a general suspension of trading in securities on the New York Stock Exchange, or a general banking moratorium declared by Federal, State of New York or State of California officials authorized to do so; (iv) the introduction, proposal or enactment of any amendment to the Federal or California Constitution or any action by any Federal or California court, legislative body, regulatory body or any other governmental body materially adversely affecting the tax status of the Town, its property, income, securities (or interest thereon), the validity or enforceability of the Assessments, as contemplated by the Bond Indenture and the Official Statement; (v) any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or in the Official Statement, or has the effect that the Preliminary Official Statement or the Official Statement contains any untrue statement V1 a IIIQlG11Q1 IYtGI UI UIIIllJ to Jl2llC a IllalCllal 1dl;l 1-CCIl11rCU W UC SltllCU 111CCel1l U1IIeGCSSaI\ to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) there occurs any outbreak of hostilities or other local, national or international calamity or crisis or the escalating of any hostilities, calamity or crisis, the effect of which on the financial markets of the United States of America. in the reasonable judgment of the Underwriter, is such as to materially and adversely affect (A) the market price or the 11 marketability of the Bonds, or (B)the ability of the Underwriter to enforce contracts for the sale of the Bonds; (vii) the declaration of general banking moratorium by federal, State of New York or State of California authorities,or the general suspension of trading on any national securities exchange; (viii) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (ix) any event occurring, or information becoming known which. in the reasonable judgment of the Underwriter, makes untrue in any material adverse respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, (x) the commencement of any action, suit,proceeding, inquiry or investigation, at law or in equity. as set forth in Section 3(i) hereof, (xi) the withdrawal or downgrading of any underlying rating of the Town's outstanding indebtedness by a national rating agency; (xii) any amendment is made to the Official Statement that in the reasonable Judgment of the Underwriter will materially adversely affect the marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (xiii) a material disruption in securities settlement, payment or clearance services affecting the Bonds occurs; or (xiv) a decision by a court of the United States is rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter is issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act and the Trust Indenture Act. (f) At or prior to the Closing Date, the Underwriter shall receive counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter: (i) The resolution authorizing the sale of the Bonds adopted on 2019, by the Town Council (the "Resolution"), together with a certificate of the Town Clerk. dated 12 as of the Closing Date, to the effect that such resolution is a true, correct and complete copy of the resolution duly adopted by the Town ; (ii) The Official Statement, duly executed by an authorized signatory of the Town; (iii) The Bond Indenture,duly executed and delivered by the Town and the Trustee; (iv) The Continuing Disclosure Agreement, duly authorized and executed by the Town and acknowledged and agreed to by NBS, as dissemination agent. (v) An unqualified opinion, dated the Closing Date and addressed to the Town, of Bond Counsel, to the effect that the Bonds are the valid, legal and binding obligations of the Town and that the interest thereon is excluded fi•om gross income for federal income tax purposes and exempt from personal income taxes of the State of California in substantially the form included as Appendix D to the Official Statement, together with an unqualified reliance letter of Bond Counsel, dated the Closing Date and addressed to the Underwriter and the Trustee, to the effect that such opinion addressed to the Town may be relied upon by the Underwriter and the Trustee to the same extent as if such opinion was addressed to the Underwriter and the Trustee; (vi) A supplemental opinion, dated the Closing Date and addressed to the Town and the Underwriter, of Bond Counsel, to the effect that (A)this Purchase Agreement has been duly authorized,executed and delivered by the Town and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding agreement of the Town, enforceable in accordance with its terms, except to the extent that enforceability may be limited by moratorium,bankruptcy, reorganization insolvency or other similar laws affecting creditors' rights generally or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases; (B)the Bonds are exempt from registration Pursuant to the Securities Act of 1933,as amended,and the Bond Indenture is exempt fi•om qualification under the Trust Indenture Act of 1939, as amended; (C)the Bonds, the Bond Indenture and the Continuing Disclosure Agreement conform as to form and tenor to the descriptions thereof contained in the Official Statement, and the statements contained in the Official Statement on the cover and under the captions "INTRODUCTION." "THE SERIES B BONDS." "SECURITY FOR THE BONDS," "CONCLUDING INFORMATION — Continuing Disclosure" ..A CGrnKTI�I I ITIITII` IA/T`!\n T.1 A TYflNi Tax r�.. _ t i• a„,,, CC,NCLtj"1N J IIVr0,,tv,A I I"N — i ax rnatters'� an ui App dices C, D, and F to the Official Statement, insofar as such statements purport to summarize certain provisions of the Bonds, the Bond Indenture, the Continuing Disclosure Agreement, Bond Counsel's final opinion, the 1913 Act and the 1915 Act are accurate in all material respects; (D)the Bond Indenture has been duly adopted by the Town Council and creates a valid pledge of the Assessments and the amounts on deposit in certain funds and 13 accounts established under the Bond Indenture, as and to the extent provided in such Bond Indenture; and (E)the Assessments and the levy thereof have been duly and validly authorized and levied in accordance with the 1913 Act and the 1915 Act- and the Assessments constitute the valid and binding lien upon the property against which it is levied, enforceable by the Town in accordance with the Bond Indenture,the 1913 Act and the 1915 Act, except as the same may be limited by bankruptcy, insolvency, reorganization, moratoriu►n or other laws relating to or affecting generally the enforcement of creditor's rights; (vii) the opinion of Stradling Yocca Carlson & Ratirth, a Professional Corporation, Newport Beach, California ("Disclosure Counsel"), dated the Closing Date, addressed to the Town and the Underwriter,to the effect that based upon an examination which they have made, and without having undertaken to determine independently the accuracy or completeness of the statements contained in the Preliminary Official Statement or the Official Statement, they have no reason to believe that the Preliminary Official Statement as of its date or the Official Statement as of its date and as of the Closing Date (other than financial statements and other statistical and financial data and information relating to The Depository Trust Company,New York, New York, and its book-entry system contained therein and incorporated therein by reference, as to which no view need be expressed) contained or contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circurnstances under which they were made, not misleading; (viii) A certificate of the Town, dated the Closing Date and signed by the Chief Financial Officer of the Town or Town Manager or an authorized designee to the effect that (A)the representations and warranties of the Town contained herein are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, except that all references herein to the Preliminary Official Statement shall be deemed to be references to the Official Statement; (B)to the best knowledge of such officer, no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (C)the Town has complied with all the agreements and satisfied all the conditions on its part to be satisfied under this Purchase Agreement, the Bond Indentu'e, the Continuing Disclosure Agreement and the Official Statement at or prior to the Closing Date; (ix) An opinion, dated the Closing Date and addressed to the Town and the Underwriter, of the Town Attorney, to the effect that (A)the District is an assessment district duly organized and validly existing under the 191 Act: 14 (B)the Official Statement and the distribution thereof have been duly authorized by the Town; (C) the forms of the Bond Indenture,the Continuing Disclosure Agreement and this Purchase Agreement have been duly approved at a meeting of the Town Council which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting, (D) the Town has duly and validly executed and delivered this Purchase Agreement, the Bond Indenture,the Bonds and the Continuing Disclosure Agreement, and each such doCrnnent Constitutes the legal,valid and binding obligation of the Town enforceable against the Town in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought; (E)other than as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body to which the Town is a party and has been served with a summons or other notice thereof, is pending or, to such counsel's knowledge,threatened, in any way affecting the existence of the District,the existence of the Town or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds,the application of the proceeds thereof in accordance with the Bond Indenture, the collection or application of the Assessments to pay the principal of, and interest on, the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds,the Bond Indenture, this Purchase Agreement, the Continuing Disclosure Agreement, or any action of the Town contemplated by any of such documents, or in any way contesting the completeness or accuracy of the Official Statement, or the powers of the Town with respect to the Bonds, the Bond Indenture, this Purchase Agreement, the Continuing Disclosure Agreement, of any action on the part of the Town conternplated by any of such documents, or which challenges the exclusion of the interest paid on the Bonds from federal income tax purposes and the exemption of interest paid on the Bonds from State of California personal income taxation; (F) the statements in the Official Statement under the heading "CONCLUDING INFORMATION—Litigation" are as of the date of the Official Statement and as of the date of the opinion,true and correct in all material respects and do not,as of the date of the Official Statement and as of the date of the opinion,contain any untrue statement of a material fact or omit to state a material fact required to be JIQIGU UIGIGIII VI IICCCJJttly to 11121hC LIIC state 111CIIlJ 1IICIC111, 111 (lIC Ilglll 01 UIC cn-CrIn7StanCeS under which they were made, not misleading; and (G)the Town is duly organized and validly existing as a political subdivision under the Constitution and laws of the State of California with frill legal right, power and authority to form the District; 15 (x) A transcript of all proceedings relating to the authorization, issuance, sale and delivery of the Bonds, including certified copies of the Bond Indenture and all resolutions relating thereto; (xi) Certified copies of excerpts from the Bylaws of the Trustee, authorizing the execution and delivery of certain documents by certain officers of the Trustee,which authorizes the execution of the Bond Indenture; (xii) A certificate of the Trustee, addressed to the Underwriter and the Town dated the Closing Date,to the effect that (A)the Trustee is authorized to carry out corporate trust powers, and has full power and to perform its duties under the Bond Indenture; (B) the Trustee is duly authorized to execute and deliver the Bond Indenture, to accept the obligations created by the Bond Indenture, and to authenticate the Bonds pursuant to the terms of the Bond Indenture; (C)no consent,approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the authentication of the Bonds, of the consummation by it of the other transactions contemplated to be performed by it in connection with the authentication of the Bonds and the acceptance and performance of the obligations created by the Bond Indenture; and (D)to the best of its knowledge, compliance with the terms of the Bond Indenture will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, fiscal agent agreement, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having.jurisdiction over the Trustee or any of its activities or properties; (xiii) An opinion, dated the Closing Date and addressed to the Underwriter and the Town, of counsel to the Trustee in form and substance acceptable to Bond Counsel, the Underwriter and Underwriter's counsel. (xiv) Certificates dated the Closing Date from Harris & Associates, assessment engineer, substantially in the form of Exhibit B hereto. (xv) A tax certificate of the Town in form and substance acceptable to Bond Counsel and the Underwriter. (xvi) An opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, counsel to the Underwriter, dated the date of the Closing, addressed to the Underwriter in form and substance acceptable to the Underwriter. (xvii) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the material representations and warranties of the Town 16 contained herein, and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Town at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the Town in connection with the transactions contemplated hereby, the Bond Indenture and Continuing Disclosure Agreement and the Official Statement. If the Town is unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds is terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Town nor the Underwriter shall be under any further obligation hereunder, except that the respective obligations of the Underwriter and the Town set forth in Section 4 hereof shall continue in full force and effect. Section 5. Expenses. (a) Whether or not the Underwriter accepts delivery of and pays for the Bonds as set forth herein, it shall be under no obligation to pay, and the Town shall pay out of the proceeds of the Bonds or any other legally available funds of the Town, all expenses incidental to the performance of the Town's obligations hereunder, including but not limited to the cost of printing and delivering the Bonds to the Underwriter; the costs of printing and shipping the Preliminary Official Statement and the Official Statement; the fees and disbursements of the Town, the Trustee, Bond Counsel, Disclosure Counsel,accountants,engineers,appraisers,economic consultants and any other experts or consultants retained by the Town in connection with the issuance and sale of Bonds; and any other expenses not specifically enumerated in paragraph (b) of this Section incurred in connection with the issuance and sale of the Bonds. (b) Whether or not the Bonds are delivered to the Underwriter as set for the herein, the Town shall be under no obligation to pay, and the Underwriter shall be responsible for and pay, CUSIP Bureau and CDIAC fees and expenses to qualify the Bonds for sale under any"blue sky" laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds not specifically enumerated in paragraph(a)of this Section, including without limitation the fees and disbursements of its counsel. Section 6. Undertakings of the Town. The Town agrees (a) to inform the Underwriter, frons time to time, upon the reasonable request of the Underwriter, of the amount then on deposit in the Reserve Fund and all accounts thereunder, and (b)to make available to the Underwriter, upon reasonable request of the Underwriter, at the expense of the Town, sufficient copies of its audited financial statements, if any. resolutions of its legislative body with respect to the Bonds, the Bond Indenture, the Official Statement, the District, any amendments or supplements thereto, and other LIC)CL 111e11tS relating to the B olldS and portal►ling to file LASHICL or the T oWn, to the extent that SIICII documents are publicly available, as may be reasonably required from time to time for the prompt and efficient performance by the Underwriter of their obligations hereunder (except any portion of any such document which, by contract, is not subject to disclosure). Section 7. Notices. Any notice or other conlnlunication to be given to the Town under this Purchase Agreement may be given by delivering the sante in writing to the "Town at the address set forth on the first page of this Purchase Agreement. 17 Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to the Underwriter: Stifel NicolaUS & Company, Incorporated One Montgomery Street, 35th Floor San Francisco, CA 94104 Attention: James Cervantes Section 8. Parties in Interest. This Purchase Agreement is made solely for the benefit of the Town and the Underwriter(including any successors or assignees of the Underwriter)and no other person shall acquire or have any right hereunder or by virtue hereof. Section 9. Survival of Representations and Warranties. The representations and warranties of the Town hereunder shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter(or statements as to the results of such investigations)concerning such representations and statements of the Town and regardless of the delivery of and payment for the Bonds. Section 10. Execution in Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original,but all such counterparts shall together constitute but one and the same instrument. Section 11. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings among the parties hereto in relation to the sale of the Bonds of the Town. Section 12. Effective Date. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Town and shall be valid and enforceable as of the time of such acceptance. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 18 Section l3. Governing Law. This Purchase Agreement shall be governed by the laws of the State of California. Very truly yours, STIFEL, NICOLAUS & COMPANY, INCORPORATED, as Underwriter By: Managing Director TOWN OF TIBURON By: Town Manager Time of execution: S-1 EXHIBIT A TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2019 SERIES B MATURITY SCHEDULE Serial Bonds Hold the Offering Initial Price Maturity Principal Interest Offering 10% Test Rule (September 1) Amount Rate Yield Price Used Used Redemption terms A-1 EXHIBIT B TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2019 SERIES B CERTIFICATE OF ASSESSMENT ENGINEER Town of Tiburon Tiburon, California Stifel,Nicolaus & Company, Incorporated, San Francisco, California The Undersigned hereby states and certifies: 1. That he or she is an authorized officer of Harris &Associates (the "Assessment Engineer") and as such is familiar with the facts herein certified and is authorized and qualified to certify the same. 2. That we have acted as the Assessment Engineer in connection with the above- referenced bonds (the "Bonds"). With our consent, the Engineer Report prepared by our firm (the "Engineer Report") is summarized in the Preliminary Official Statement dated 12019, and the Official Statement dated , 2019, for the Bonds. 3. We hereby certify that the information contained in the Official Statement provided by Lis does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances Under which they were made, not misleading. Dated: , 2019 HARRIS & ASSOCIATES By: Principal B-1 EXHIBIT C FORM OF ISSUE PRICE CERTIFICATE S TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2019 SERIES B The undersigned, on behalf of Stifel,Nicolaus& Company,Incorporated, (the"Underwriter"), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the `Bonds"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities,the first price at which at least 10%of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. [Initial Of Price of the Hold-the-Offeriug-Price Maturities. (a) The Underwriter offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement, dated 2019, by and between the Underwriter and the Issuer, the Underwriter agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities,they would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement(to which the Underwriter is a party) shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement(to which the Underwriter is a party) shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] 3. Definetl Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (b) [Hold-thc-Off ring-Price AVlamrities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold-the-Offering-Price Maturities." C-1 (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity,the period starting on the Sale Date and ending on the earlier of(i) the close of the fifth business clay after the Sale Date ( ) 2019), or(ii)the date on which the Underwriting Group has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.] (d) Issuer means the Town of Tiburon. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual. trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party"for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is , 2019. (11) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii)any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public(including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. STIFEL, NICOLAUS & COMPANY. INCORPORATED, By: Name: By: Name: Dated: 12019 E-2 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES [AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES] (Allachea) E-3 ISCHEDULE B PRICING WIRE OR LQUIVALPNT COMMUNICATION (Attacheco] E-4 Stra(ling Yocca Carlson & Rauth Draft of 3/2712019 CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by the Town of Tiburon (the "Issuer") and NBS, as Dissemination Agent (the "Dissemination Agent") in connection with the issuance of Town of Tiburon Assessment District No. 2017-2 (Virginia Undergrounding District) Limited Obligation Improvement Bonds 2019 Series B in the aggregate principal amount of$ (the `Bonds"). The Bonds are being issued pursuant to a Resolution adopted by the Town Council of the Issuer on _ 2019 and a Bond Indenture dated as of July 1, 2018 as supplemented by a First Supplemental Indenture dated as of May 1, 2019 (together, the `Bond Indenture") by and between the Issuer and U.S. Bank National Association, as Trustee (the "Trustee"). The Issuer and Dissemination Agent hereby covenant and agree as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with SEC Rule 15c2-12(b)(5), as amended. Section 2. Definitions. In addition to the definitions set forth in the Bond Indenture which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Dissemination Agent"shall mean NBS, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System for municipal securities disclosures, maintained on the Internet at http://em ma.msrb.org/. "Listed Events" shall mean any of the events listed in Section 5 of this Disclosure Agreement. "Participating Underwriter" shall mean Stifel Nicolaus & Company, Incorporated. "Repository" shall mean the Municipal Securities Rulemaking Board through its EMMA system, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. 1 EXHIBIT 4 Section 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent to, by March I of each year, commencing March 31, 2020, provide to the Repository, in an electronic format as prescribed by the Municipal Securities Rulemaking Board, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. Not later than fifteen (15) Business Days prior to said date, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) If the Issuer is unable to provide to the Repository or the Dissemination Agent an Annual Report by the date required in subsection (a), the Issuer shall in a timely manner send a notice to the Municipal Securities Rulemaking Board, in an electronic format as prescribed by the Municipal Securities Rulemaking Board, in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) confirm the electronic filing requirements of the Repository for the Annual Report; and (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided to the Repository. Section 4. Content of Annual Reports. The Issuer's Annual Report shall contain or incorporate by reference the following: (a) Audited Financial Statements of the Issuer prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board, together with the following statement: THE ISSUER'S ANNUAL FINANCIAL., STATEMENT IS PROVIDED SOLELY TO COMPLY WITH THE SECURITIES EXCHANGE COMMISSION STAFF'S INTERPRETATION OF RULE 15C2-12. NO FUNDS OR ASSETS OF THE ISSUER ARE REQUIRED TO BE USED TO PAY DEBT SERVICE ON THE BONDS, AND THE ISSUER IS NOT OBLIGATED TO ADVANCE AVAILABLE FUNDS TO COVER ANY DELINQUf:NCIES. INVESTORS SHOULD NOT RELY ON THE FINANCIAL CONDITION OF THE ISSUER IN EVALUATING WHETHER TO BUY, HOLD OR SELL THE BONDS. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial state►::ents contained in ti— fin-IllOfficialState.rient, and th, uiidited firianciai statements shall be filed in the same manner as the Annual Report when they come available. (b) The following information regarding the Bonds: (i) Principal amount of Bonds and Series A Bonds outstanding; (ii) Balance in the Improvement Fund (and the accounts therein); this requirement shall cease once the Town reports that the Improvements have been completed; (iii) Balance in the Prepayment Account of Redemption Fund; (iv) Balance in the Redemption Fund; (v) Balance in the Reserve Fund and a statement of the Reserve Requirement; (vi) Information regarding the annual aggregate special assessment installments, amount collected, delinquent amount and percent delinquent for the most recent fiscal year and the amount and percent remaining delinquent for any prior fiscal year; and (vii) Status of foreclosure proceedings and summary of results of foreclosure sales, if available. (c) An update of the value-to-lien information set forth in Table 3 for the most recently completed fiscal year. (d) The number of parcels that prepaid assessments, and the amount of such prepayments,for the prior Fiscal Year. (e) An update to the expected completion date of the Improvements. This requirement shall cease once the Town reports that the Improvements have been completed. (f) In addition to any of the information expressly required to be provided under paragraphs (a) through (e) of this Section, the Issuer shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities. which have been submitted to the Repository or the Securities and Exchange Commission. If the dOCUlllent included by reference is a final official statement, it must be available from the Municipal Sc curities Rulemaking Board. The Issuer shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5. the Issuer shall give, or cause the Dissemination Agent to give, notice to the Repository of the occurrence of any of the following events with respect to the Bonds in a timely manner not more than ten (10) business days after the event: 1. principal and interest payment delinquencies; 2. unscheduled draws on debt service reserves reflecting financial difficulties: 3 3. unscheduled draws on credit enhancements reflecting financial difficulties; 4. substitution of credit or liquidity providers, or their failure to perform; 5. adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability or of a Notice of Proposed Issue (IRS Form 5701- TEB); 6. tender offers; 7. defeasances; 8. ratings changes; 9. bankruptcy, insolvency, receivership or similar proceedings; and 10. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation, any of which reflect financial difficulties. Note: for the purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, trustee or similar officer for an obligated person in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (b) Pursuant to the provisions of this Section 5,the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. unless described in paragraph 5(a)(5) above, notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds; 2. the consummation of a merger, consolidation or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary Course of bUSl11CSS. fl IC el-illy IIIb a dC11111tIVC aglUC111CIlt to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; 3. appointment of a successor or additional Trustee or the change of the name of a Fiscal Agent: 4. nonpayment related defaults; 4 5. modifications to the rights of Owners of the Bonds; 6. notices of redemption; 7. release, substitution or sale of property securing repayment of the Bonds; and 8. incurrence of a financial obligation, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation, any of which affect Bond holders. (c) Upon the occurrence of a Listed Event under Section 5(b) above, the Issuer shall as soon as possible determine if such event would be material under applicable federal securities laws. (d) If the Issuer determines that knowledge of the occurrence of a Listed Event under Section 5(b) would be material under applicable federal securities laws, the Issuer shall give, or cause the Dissemination Agent to give, notice to the Repository in a timely manner not more than 10 business days after the event. (e) For purposes of the events identified in subparagraphs (a)(I0) and (b)(8), the term "financial obligation" means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of(i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. (f) The Issuer hereby agrees that the undertaking set forth in this Disclosure Agreement is the responsibility of the Issuer and that the Dissemination Agent shall not be responsible for determining whether the Issuer's instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule. Section 6. Termination of Reporting Obligation. The Issuer's and the Dissemination Agent's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(d). Section 7. Dissemination Agent. The Issuer may, from time to time. appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Agent, with or without appointing a successor Dissemination Agent The initial Dissemination Agent shall be NBS. The Dissemination Agent may resign by providing thirty (30) days' written notice to the Issuer; provided, however, that such resignation will not become effective until the Issuer has secured a successor Dissemination Agent in accordance with the terms of this Disclosure Agreement. Section 8. Amendment Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer may amend this Disclosure Agreement. and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: 5 (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity nature or status of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be arnended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Bond Indenture, or (ii) does not, in the opinion of a nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of tine former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information in order to provide information to investors to enable them to evaluate the ability of the Issuer to meet its obligations. To the extent reasonably feasible the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repository in the same nimmer as for a Listed Event under Section 5(c). Section 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. Ifthe Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such infornnation or include it in any fixture Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Issuer or the Dissemination Agent to comply with any provision of this Disclosure Agreement any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seekhg r'I mcime or specMe :Y Y Y � pp� N � b b 1��, performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an event of default under the Bond Indenture or any Supplemental Bond Indenture, and the sole remedy under this 6 Disclosure Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement shall be an action to compel performance. Section 11. Duties, Inu1iunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only duties as are specifically set forth in this Disclosure Agreement, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Issuer for its services provided hereunder in accordance with its schedule of fees provided to the Issuer and all expenses, legal fees and costs of the Dissemination Agent made or incurred by the Dissemination Agent in the performance of its duties hereunder. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. The Dissemination Agent has no power to enforce performance on the part of the Issuer. "The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Agreement. Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 13. Notices. Any notice or communication required or permitted hereunder shall be given in writing, sent by (a) personal delivery delivered by a representative of the party giving such notice, or (b) overnight delivery by recognized overnight courier, or (c)United States mail, postage prepaid,registered or certified mail, or(d)facsimile, addressed as follows: If to the Issuer: Town of Tiburon 1505 Tiburon Boulevard Tiburon, California 94920 If to the Dissemination Agent: NBS California or to such other address or to the attention of such other person as hereinafter shall be designated in writing by the applicable party sent in accordance herewith. Any such notice or communication shall be deemed to have been delivered either at the time of' personal delivery actually received by the addressee or a representative of the addressee at the address provided above or, if delivered on a business day in the case of delivery service or certified or registered mail, as of the earlier of the date delivered or the date 72 hoes following the date deposited in the United States mail at the address provided herein, or if by telecopier, upon electronic confirmation of good receipt by the receiving telecopier. 7 Dated: 12019 TOWN OF TIBURON By: Town Manager NBS as Dissemination Agent By: Its: 8 EXHIBIT A NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Town of Tiburon Name of Bond Issue: $ TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS, 2019 SERIES B Date of Issuance: 12019 NOTICE IS HERBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by the Bond Indenture dated as of May I, 2019, by and between the Issuer and U.S. Bank National Association. as Fiscal Agent. The Issuer anticipates that the Annual Report will be filed by Dated: as Dissemination Agent on behalf of Issuer A-1 Strucllina Yocm Curhorr S, Rauch Draft of3/27/19 - = PI2ELI\11NA12V OFFICIAL STATF,NIENt DATED 2019 NE'NV ISSIE'-BOOK ENTRY 0NLINOT RATED - In the opinion ofSn'adlnng)'occa Corlson cti Routh, o Professional Corporcttimn, Nesrpa7 Beach, Cali%omit, Road Counsel, .culiject to certain yualrJtccnions described in the Official Statement, aumder existing statutes, regulations,rules mot.judicial decisions, cued assuming the accuracy of certain representations and compliance with certain covenants toad requirements described in the Official.Statement, the interest (and original issue(1iscount)on the Bonds is excluded from gross income for federal income tax purposes and is not on Nem of tct.v pre/arcate J61'proposes of the federal alternative minnimum tax imposed an individuals. In the fwther opinion of Bond Counsel, such interest (rand original issare (iscount) is exemIm from State of California personal income taxes. See "COACLUDLVG 1.AF0R,l1,-1/102V Io_r .11atters" — herein. J $ TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS - - 2019 SERIES B Dated: Date o1'Delivery Due: September 2,as shown inside cover "file Town Of Tiburon Assessment District No.2017-2 (Virginia Undergrounding District) Limited Obligation Improvement Bonds 2019 Series B(the"Series 13 Bonds')are limited obligations of the Town of Tiburon(the"Town")secured by special assessments to be levied on real property located within the Town of Tiburon Assessment District No.2017-2 (Virginia Undergrounding District) (the "Assessment District )and funds pledged under a Bond Indenture dated as of June I,2018,as supplemented by the First Supplemental Indenture.dated as of Mav 1.2019(together.the"Bond Indenture")by and between the Town and U.S. Batik National Association.as Trustee(the"Trustee - "The Assessment District has been formed to finance improvements (the"Improvements")to underground overhead utilities within the Assessment District. The Assessment District has been formed and special assessments have been levied on property within the Assessment District in accordance with the Municipal Improvement Act of 1913. "fie Series B Bonds are issued pursuant to provisions of the Improvement Bond Act of 1915 and the Bond Indenture to (i)fiord the Reserve Fund for the Bonds. (ii)finance capitalized interest on the Bonds through September 2, 2019. (iii)pay costs of issuance, and (iv) pay the costs of the Improvements. The Series 13 Bonds are secured s under the Bond Indenture on a parity with the Series A Bonds (together, the 'Bonds') issued under the Indenture on July 10, 2018 in the principal amount of$265.000. See"ESTIMATED SOURCES AND USES OF FUNDS"and"TI3E ASSESSMENT DIS"fRiCT." = :J The Series B Bonds will be issued in frilly registered book-entry only form, initially registered in the name of Cede& Co.. as nominee of The Depository Trust Company, New York, New York ("DTC") and purchasers will not receive certificates representing their interest in the Series B Bonds. Interest is payable semiannually on March 2 and September 2 of each year, commencing September 2.2019. payments of principal and interest oil the Series B Bonds will be paid by the'Trustee directly to DTC or its nominee as the registered owner of the Series B Bonds. Upon receipt of payments of principal and interest on the Series B Bonds,DTC is to remit such principal and interest to = DTC participants (as defined in this Official Statement) for subsequent disbursement to the beneficial owners of such Series B Bonds. See APPENDIX E "BOOK-ENTRY ONLY SYSTEM." _ The Series B Bonds are subject to redemption prior to maturity as described under"TFIE SERIES B BONDS—Redemption of Series B Bonds"herein. Under the provisions of the Improvement Bond Act of 1915, installments of principal and interest sufficient to meet annual debt service On the Bonds will be levied by the Town and billed by the County of Marin (the "County") to owners of property within the s Assessment District against which there are unpaid assessments. Upon receipt by the Town from the County. these annual assessment r installments are to be deposited with the"Il'ustee into the Assessment Fund and used to pay debt service on the Bonds as they become due. "fie Series B Bonds and the Series A Bonds will be secured equally by a pledge and lien on the assessments and the amounts in certain funds = = pledged under the Bond Indenture. Unpaid assessments constitute fixed liens on the lots and parcels assessed within the Assessment District and do not constitute a personal indebtedness of the respective owners of'such lots and parcels. Accordingly, in the event of a delinquency, proceedings may u -- be taken only against the real property securing the delinquent assessment. Thus,the value of land within the Assessment District is a critical factor in determining the investment quality of the Series B Bonds. See "TiIE ASSF.SS_NIE.Nf DISTRICT—Value-to- Assessment Lien Ratios"and"BONDOWNERS' RISKS—Property Values." :A Reserve Fund has been established under the Bond Indenture and, upon the issuance of the Series B Bonds, an additional deposit will be made so that the balance therein equals the Reserve Requirement. The Reserve Fund will provide funds for payment of _ •••.••,,. ••.,r and 7ntei'Ct on, .*he.,..,,din nuc event ofany ucuni uc%it aSScSiiiciit iiiSiau%iiciits. %uc no iy ii' r%iiiiii ii it)aucaiici', fiinii,i0 the Redemption Fund as a result ot'delinquent installments is limited to the balance in the Reserve Fund. The Town has covenanted in the Bond Indenture to initiate judicial foreclosure in the event of a delinquency in the payment of assessment installments. See "SFCt`RIT) FOR THE BONDS—Covenant to Foreclose and Court Foreclosure Proceedings." NI:l"ITHt:R TI3t: FAITH AND CREDIT NOR THF TAXING PONVER OF TILE TOWN OF TiRFRON,"f Ili, C0FNi'NOF s = NIARIN,"h11L:STATE Oh CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAN'NIENT OF 'I'1IE BONDS. THE BONDS MZE SPECIAL OBLIGATIONS OF THE TOWN PAYABLE SOLEI,NFROM THE SOURCES 7 DESCRIBED IV THE, BOND INDENTURE. this coyer page conluin,, certoin information for quick reference only. It is not ct summary of this issue. Investors must rend the entire 011iciol Ntatement, inch0m,", it ithout limitation, "130ND011 ERS' RISKS,` to obtain information cssetuial to the making of an informed mvesmrent decision. � J Preinni ul't.suftect to change. - EXHIBIT 5 The Series B Bonds rine ollered schen, as and if isstaed and delivered to the Underwriter subject to the opproval of Stradling Yocco Carlson K Routh, o Prokssional Cmporattima, ,A'ewport Bench, California, Bond Counsel and Disclosure Cozmsel. Certain matters will be passed upon for the Iown br the Town Atiornev. Certain legal matters will be passed upon for the Underwriter b'r its counsel, Jones Hall, A Professional Law Co poratiat, Sun Francisco, Cali/brnia. It is anticipated that the Series B Bonds will he available for dellfiery to The Depository Trust Compottr in:Acer York, ;Aesr York oo or about 2019. ISTIFGL LOGO Dated: 2019 TOWN OF TIBURON ASSESSMENT DISTRICT NO.2017-2 (VIRGINIA UNDERGROUNDiNG DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2019 SERIES B BASE CUSiP': 651784 MATURITY SCHEDULE lllahrrity Date Principal (September 2) Amount Interest Rate Yield CUSIP' h eliminan subject ro change. CUS!P'W r o„ right 2019, Amer can 3nruke,� Asp., ,�,�,.,,,. CUSIP!'` dalci „t this Orricial St<<,emerrt i o.-ided b- "`'" Global Services, managed by S&P Capital 10 on behalf of the Americon 13onkers'Association. This daa is not intended to create a aaabase and does not serve in a?v scot' cis a substitute.1br the CUSIP Service Neither the Tosrn nor the Undersrrit,r takes anY responsibilih,for the accuraev o/CUSIP data in this O1fl io1 Statement. The CUSJA� nainiber for o specilic imituriti, is subject to being changed after the issuance of rhe 13017ds as a result o%various subsequent octimis inchiding. but not limited to, a refzonding in whole or in pant or as a resith of the procurement q/secondary morket por(lblio insmymce,r other similar enhancement by investors that is applicable to all or o portion o/certain maturities o/the Bonds. TOWN OF TIBURON COUNTY OF MARIN,CALIFORNIA TOWN COUNCIL David Kulik,Mayor Alice Fredericks, Vice Mayor Jim Fraser, Councilmember Holli Thier, Councibnember Jon Welner,Councibnember TOWN OFFICIALS Greg Chanis, Town Manager Elena Kurakina,Finance Director Ben Stock, Town Attorney Lea Stefani, Town Clerk BOND COUNSEL AND DISCLOSURE COUNSEL Stradling Yocca Carlson&Rauth, a Professional Corporation Newport Beach,California MUNICIPAL ADVISOR Sperry Capital Inc. Sausalito,California TRUSTEE U.S. Bank National Association San Francisco, California ASSESSMENT ENGINEER Harris&Associates Irvine, California No dealer. broker, salesperson or other person has been authorized by the Town. the Trustee or the Underwriter to give any information or to make any representations in connection vwith the offer or sale of the Series B Bonds other than those contained herein and, if given or made. such other information or representations must not be relied upon as having been authorized by the Town, the Trustee or the Undel-writer. "I his Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be ally sale ol'the Series B Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer. solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers or Owners of the Series B Bonds. Statements contained in this Official Statement which involve estimates. forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact This Official Statement, including any supplement or amendment hereto. is intended to be deposited with a nationally recognized municipal securities depository. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information set forth in this Official Statement which has been obtained by the Town from third party sources is believed to be reliable but is not guaranteed as to accuracy or completeness by the ']'own, the Trustee or the Underwriter. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made under its terms shall. under any circumstances,create any implication that there has been no change in the affairs of the Town, the landowners within the Assessment District or any other parties described in the Official Statement since its date. All summaries of the Bond Indenture or other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the Town for further information. While the Town maintains an internet website Por various purposes, none of the information on that website is incorporated by reference in this Official Statement or intended to assist investors in making any investment decision or to provide any continuing information with respect to the Series B Bonds or any other bonds or obligations of the Town. Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements"within the meaning of the United States Private Securities Litigation Reform Act o1'1995, Section 2 1 E, of the United States Securities Exchange Act of 1934, as amended. and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as 'plan," "expect." '-estimate," -project" "budget" or other similar wards. Such forward-looking statements include, but are not limited to, certain statements contained in the information under the caption—T IF ASSESSMENT DISTRICT." THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHFR EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS. UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS. PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE: RESULTS. PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE TOWN DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO TIIF FORWARD-LOOKING STA]EMENTS SE"1 FORTH IN THIS OFFICIAL STATEMENT. IN CONNECTION WITH THE OFFERING OF THE SERIES B BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT 'TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES B BONDS AT A LEVEL ABOVE "THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAI BE DISCONTINUED AT ANY TIME. THE SERIES B BONDS HAVE NOT BEEN REGISTERLD UNDLR THE SECURITIES ACT OIC- 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE SERIES B BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. TABLE OF'CONTENTS INTRODUCTION..........................................................2 Payment of the Assessments is not a Personal Purpose; Security for the Bonds..................................2 Obligation of the Owners.......................................22 Forward Looking Statements......................................2 Property Values.........................................................23 The Assessment District.............................................3 Teeter Plan Termination............................................23 Property Values and Value-to-Assessment Lien Bankruptcy and Foreclosure......................................23 Ratios......................................................................3 FDIC/Federal Government Interests in Parcels.........24 No Additional Bonds..................................................3 No Acceleration Provision.........................................25 The Improvements......................................................4 Limitation on Remedies............................................25 Professionals Involved in the Offering.......................4 Natural Disasters........................................................25 Continuing Disclosure ................................................4 Hazardous Substances...............................................25 Bond Owners' Risks...................................................4 Limited Secondary Market........................................26 Other Information.......................................................4 Future Debt Issuance.................................................26 ESTIMATED SOURCES AND USES OF FUNDS......5 Ballot Initiatives........................................................26 THE SERIES B BONDS................................................5 Constitutional Provisions--Articles IIIC and IIID....26 General........................................................................5 CONCLUDING INFORMATION................................27 Redemption of Series B Bonds...................................6 Continuing Disclosure...............................................27 Purchase in-Lieu of Redemption.................................7 Legal Opinion............................................................28 Notice of Redemption.................................................7 Tax Matters................................................................28 Selection of Bonds for Redemption............................8 Litigation...................................................................30 Refunding Bonds........................................................8 Financial Interests......................................................30 AnnualDebt Service...................................................9 No Rating...................................................................30 SECURITY FOR THE BONDS.....................................9 Underwriting..............................................................30 Limited Obligation......................................................9 Miscellaneous............................................................30 Assessment Liens and Installments........................... 10 Limited Obligation Upon Delinquency..................... 11 APPENDIX A ASSESSMENT DIAGRAM........A-1 Reserve Fund ............................................................ I 1 APPENDIX B ENGINEER'S REPORT...............B-1 Covenant to Foreclose and Court Foreclosure APPENDIX C SUMMARY OF THE BOND Proceedings........................................................... 12 INDENTURE ...............................C-1 Delinquency Resulting in Ultimate or Temporary APPENDIX D OPINION OF BOND Loss on Bonds....................................................... 13 COUNSEL...................................D-1 Priority of Assessment Lien...................................... 14 APPENDIX E BOOK-ENTRY ONLY TeeterPlan................................................................ 14 SYSTEM ......................................E-1 No Additional Bonds................................................ 15 APPENDIX F FORM OF CONTINUING THE ASSESSMENT DISTRICT................................. 15 DISCLOSURE AGREEMENT....F-1 Description of the Assessment District..................... 15 Description of Improvements.................................... 15 Formation Proceedings............................................. 16 Allocation of Assessments........................................ 17 Maximum Annual Assessment for Administrative Costs and Expenses............................................... 17 Value-to-hien Ratios................................................. 17 Historical Assessed Values....................................... 19 Direct and Overlapping Indebtedness....................... 19 BONDOWNERS' RISKS ............................................20 Potential Insufficiency of Assessment Installments...........................................................20 Risks of Real Estate Secured Investments Generally...............................................................21 Limited Obligations..................................................21 Delinquency Resulting in Ultimate or Temporary Loss on Bonds.......................................................21 Potential Early Redemption of Bonds from Prepayments or Other Sources..............................22 Non-Cash Payments of Assessments.............I..........22 Limited Town Obligation Upon Delinquency..........22 Disclosures to FutIffe Purchasers..............................22 ASSESSMENT DISTRICT AREA MAN $ TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2019 SERIES B INTRODUCTION Purpose; Security for the Bonds The purpose of this Official Statement, which includes the cover page, the table of contents and the attached appendices (collectively, the "Official Statement"), is to provide certain information concerning the issuance by the Town of Tiburon (the "Town") of the $ x Town of Tiburon Assessrrrent District No.2017-2 (Virginia Undergrounding District) Limited Obligation hmprovement Bonds 2019 Series B (the "Series B Bonds"). The Series B Bonds will be issued pursuant to a Bond Indenture by and between the Town and U.S. Bank National Association (the "Trustee"), dated as of June 1, 2018, as supplemented by the First Supplemental Indenture dated as of May 1, 2019 (together, the `Bond Indenture"). The Series B Bonds are secured under the Bond Indenture by a pledge of and lien upon the Assessments (as defined in this Official Statement) and all moneys on deposit in the Assessment Fund, the Redemption Fund and the Reserve Fund. The Series B Bonds are secured under the Bond Indenture on a parity with the Series A Bonds (together with the Series B Bonds,the"Bonds") issued under the Bond Indenture on July 10, 2018 in the principal amount of $265,000. See"SECURITY FOR THE BONDS." The proceeds of the Series B Bonds will be used to (i)fund a deposit to the Reserve Fund for the Bonds. (ii)finance capitalized interest on the Series B Bonds through September 2, 2019, (iii)pay costs of issuance, and (iv)pay the costs of the construction of improvements to underground overhead utilities (the "hnprovements") within the Town of Tiburon Assessment District No. 2017-2 (Virginia Undergrounding District) (the "Assessment District"). See "ESTIMATED SOURCES AND USES OF FUNDS" and "THE ASSESSMENT DISTRICT." This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by more complete and detailed information contained in, this entire Official Statement a. A full review should be made of the entire Official Statement. The sale and delivery of Series B Bonds to potential investors is made only by means of the entire Official Statement. All capitalized terms used in this Oficial Statement and not defined herein shall have the meanings set forth in APPENDIX C--- "SUMMARY OF THE BOND INDENTURE—Definitions." Forward Looking Statements Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements"within the meaning of the United States Private Securities Litigation Reform Act of 199-5, Section 21 E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as a "plan,""expect," "estimate,""project," "budget" or similar words. Such forward- lookin,–) statements include, but are not limited to, certain statements contained in the information under the caption "THE ASSESSMENT DISTRICT." PrC/1111 nali.sd?ject to chane. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING S'T'ATEMENTS. THE TOWN DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. The Assessment District The Assessment District is located in the Town on Virginia Drive. There are 21 parcels in the Assessment District with unpaid Assessments (defined below) securing the Bonds. The property in the Assessment District is zoned residential and all 21 parcels with unpaid Assessments have been developed with single family homes. See"THE ASSESSMENT DISTRICT." Assessment proceedings were initiated by the Town Council of the Town pursuant to the Municipal Improvement Act of 1913, Division 12 of the California Streets and Highways Code (the "Act") by adoption of Resolution No. 10-2017 on May 3, 2017, declaring its intention to form the Assessment District and directing Harris & Associates, Irvine. California, (the "Assessment Engineer"), to prepare a written report containing among other things, the proposed assessment for each parcel of land in the Assessment District. The written report was filed and preliminarily approved by the Town Council on January 17, 2018 by Resolution No. 03-2018 (the "Engineer's Report"). On March 21, 2018, a public hearing was duly held as noticed, and all persons interested and desiring to be heard were given an opportunity to speak and be heard, and all matters pertaining to the Assessment District and proposed levy of assessments were fully heard and considered by the Town Council, and all oral statements and all written protests or communications were duly considered. Following the public hearing, the assessment ballots were tabulated by the Assessment Engineer and the Town Clerk and it was found that a majority protest as defined by Article XIIID of the California Constitution did not exist. On March 21, 2018 the Town Council adopted its resolution confirming the proposed assessments. The Town Council confirmed a total assessment of$1,682,999.84 and recorded such confirmed assessments (the "Assessments"). After confirmation and recordation, the Assessments became liens against the assessed parcels. Following the recordation of the Assessments, all property owners in the Assessment District were given the opportunity to pay all or a portion of their Assessments in cash. Originally, there were 22 assessed parcels with Assessments totaling $1,682,999.84. During the cash prepayment period, l parcel fully prepaid its Assessment. There remains $1,601,824 of unpaid Assessments securing the Bonds (the "Assessments"). See"SECURITY FOR THE BONDS." Property Values and Value-to-Assessment Lien Ratios The aggregate assessed value of the parcels in the Town with unpaid Assessments, as shown in the County of Marin assessor's roll for fiscal year 2018-19, was $19,473,788. The ratio of the assessed value of such parcels to the total amount of the unpaid Assessments, is approximately 12.16 to 1. See "THE ASSESSMENT DISTRICT—Value-to-Lien Assessment Ratios" for certain value-to-lien information with respect to the parcels within the Assessment District. No Additional Bonds The Town is not authorized to issue any additional bonds (other than refunding bonds) secured by the Assessments on a parity with the Bonds. 3 The Improvements The proceeds of the Series B Bonds will primarily be used to provide financing to complete the Improvements. The Improvements to be constructed and installed will provide conversion to an underground utility system. See `THE ASSESSMENT DISTRICT—Description of Improvements." The Assessment Engineer has determined that the Improvements provide a special benefit to the assessed parcels and will enhance neighborhood aesthetics,safety and reliability. See APPENDIX B— 'ENGINEER'S REPORT." Professionals Involved in the Offering U.S. Bank National Association, San Francisco, California, will act as Trustee under the Bond Indenture. NBS, San Francisco, California, will serve as the initial Dissemination Agent under the Town's Continuing Disclosure Agreement. Sperry Capital Inc., Sausalito, California, will act as Municipal Advisor to the Town in connection with the Series B Bonds. The legal proceedings in connection with the issuance and delivery of the Series B Bonds are subject to the approval as to their legality by Stradling Yocca Carlson & Rauth,a Professional Corporation,Newport Beach,California, Bond Counsel and Disclosure Counsel. Certain legal matters will be passed on for the Town by the Town Attorney. Certain legal matters will be passed upon for the Underwriter by its counsel, Jones Hall, A Professional Law Corporation, San Francisco, California. Other professional services have been performed by Harris & Associates, Irvine, California, as Assessment Engineer. For information concerning financial or other interest which certain of the above-mentioned professionals, advisors, counsel and agents may have in the offering of the Series B Bonds, see "CONCLUDING INFORMATION—Financial Interests." Continuing Disclosure In order to assist the Underwriter in complying with Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission,the Town will agree to provide certain annual financial information and operating data and notice of certain enumerated events. See "CONCLUDING INFORMATION—Continuing Disclosure" and Appendix F for a description of the specific nature of the annual reports and notices of enumerated events to be provided by the Town. Bond Owners' Risks Certain events could affect the timely repayment of the principal of and interest on the Series B Bonds when due. See the section of this Official Statement entitled "BONDOWNERS' RISKS" for a discussion of certain factors which should be considered, in addition to other matters described in this Official Statement, in evaluating an investment in the Series B Bonds. The purchase of the Series B Bonds involves risks, and the Series B Bonds are not suitable investments for some types of investors. See"BONDOWNERS RISKS." Other Information This Official Statement speaks only as of its date. and the information contained in this docurnent is subject to change. Brief descriptions of the Series B Bonds and the Bond Indenture are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Bond Indenture, the Series B Bonds and the constitution and laws of the State as well as the proceedings of the Town Council of the Town, are qualified in their cntirety by references to such documents, laws and proceedings, and with respect to the Series B Bonds, by reference to the Bond Indenture. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Bond Indenture. 4 Copies of the Bond Indenture, the Continuing Disclosure Agreement and other documents and information referred to herein are available for inspection and (upon request and payment to the Trustee of a charge for copying, mailing and handling) for delivery fi-om the Trustee. ESTIMATED SOURCES AND USES OF FUNDS The Trustee will receive the proceeds from the sale of the Series B Bonds upon delivery of the Series B Bonds to the Underwriter. The estimated sources and uses of funds with respect to the Series B Bonds are set forth in the following, table: SOURCES: Par Amount of Series B Bonds [Less Net Original Issue Discount] [Plus Net Original Issue Premium] Less Underwriter's Discount Total Sources USES: Improvement Fund(') Costs of Issuance Fund(') Interest Accountt'> Reserve Fund(') Total Uses t�) Amounts to be used to finance the construction of the Improvements. t�) Lnctudes costs of issuance. such as Trustce. Bond Counsel and Disclosure Counsel fees and costs, printing costs and other related costs for the issuance of the Series B Bonds, reimbursable expenses of the Town [and],certain upfront design and engineering costs[and the costs of the formation of the Assessment District]. 3) To find interest on the Series B Bonds through September 2,2019. a) Equals the amount required to bring the amount on deposit in the Reserve Fund to the Reserve Requirement for the Bonds. See"SECURITY FOR THE: BONDS—Reserve Fund." THE SERIES B FONDS General The$ aggregate principal amount of the Series B Bonds was authorized for issuance by a resolution adopted by the Town Council of the Town on April 3, 2019 and are being issued by the Town pw-suant to the Act and the Bond Indenture and will be secw-ed under the Bond Indenture on a parity with the Series A Bonds. The Series B Bonds will be dated their date of delivety and mature on September 2 in the years and in the amounts shown on the inside cover page of this Official Statement. Interest shall be payable semiannually on March 2 and September 2 of each year until maturity commencing September 2,2019. The Series B Bonds are issued as fully registered bonds, with authorized denominations of$5,000 and any increment of$5,000 in excess thereof, although one Series B Bond may be in another amount. Each Series B Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated after a Record Date (detined below) and on or- before the immediately succeeding ]merest Payment Date, in which event it shall bear interest from such Interest Payment Date, or(ii) it is authenticated before the close of business on the first Record Date, in which event it shall bear interest from its dated date; provided, however, that if at the time of authentication of a Series B Prelimman.sahjecr to chon;e 5 Bond, interest is in default thereon, such Series B Bond will bear interest fi-om the Interest Payment Date to which interest has previously been paid or made available for payment or fi-om the date of original delivery of the Series B Bonds, if no interest has previously been paid or made available for payment on the Outstanding Series B Bonds. "Record Date" is defined under the Bond Indenture as the fifteenth day of the month preceding an Interest Payment Date, whether or not such day is a Business Day. Interest on the Series B Bonds is payable by the 'Trustee on each Interest Payment Date, until the principal amount of a Series B Bond has been paid or made available for payment, to the registered Owner at such registered Owner's address as it appears on the registration books maintained by the Trustee at the close of the Business Day on the Record Date preceding the Interest Payment Date. The Series B Bonds will be held in book-entry form and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), and all interest payments will be made directly to DTC for distribution to the beneficial owners of the Series B Bonds in accordance with DTC's procedures. See APPENDIX E—`BOOK-ENTRY ONLY SYSTEM." Redemption of Series B Bonds Optional Redemption. The Series B Bonds are subject to redemption prior to their stated maturity date on any Interest Payment Date, from any source of funds, other than prepayment of Assessments, at the following redemption prices (expressed as a percentage of the principal amount of the Series B Bonds to be redeemed),together with accrued interest to the date of redemption,: Redemption Date Price Interest Payment Dates on or prior to March 2,20 % September 2,20 or March 2,20 September 2,20 or March 2,20 September 2,20_and thereafter Mandatory Redemption From Assessment Prepayments. Whenever, as of an Interest Payment Date, there are sufficient funds in the Prepayment Account of the Redemption Fund from the proceeds of prepayments of Assessments allocated to the redemption of the Series B Bonds, the Series B Bonds shall be called for redemption as provided in Part 1 1.1 of the Improvement Bond Act of 1915 (the "1915 Act"). The Series B Bonds may be redeemed and paid in advance of maturity on any Interest Payment Date in any year, at the following redemption prices(expressed as a percentage of the principal amount of the Series B Bonds to be redeemed),together with accrued interest to the date of redemption: Redemption Dote Redemption Prices Interest Payment Dates on or prior to March 2,201-_ % September 2, 20 and March 2, 20 September 2,20 and March 2, 20 September 2,20_and thereafter See the caption`BONDOWNERS' RISKS-—Potential Early Redemption of Bonds fi-om Prepayments and Other Sources." Mwidatory Sinking Fund Redemption of Series B Bonds. The Series B Bonds maturing on September-2, 20 (the "20____ Term Bonds") shall be subject to mandatory sinking fund redemption prior to maturity, in part, on September 2, 20_, and on each September 2 thereafter, from sinking fund payments, at a 6 redemption price equal to the principal amount of Series B Bonds to be redeemed, together with accrued interest to the date of redemption,without premium, as follows: 20 Tern Bonds Redeniption Date Redemption (.September 2) Amount In the event of a partial redemption of less than all of the 20 Term Bonds other than fi-om sinking account payments, the mandatory sinking account payments for the 20_ Term Bonds are to be reduced pro rata, as nearly as practicable, in the amount of$5,000 or an integral multiple of$5,000. Purchase in-Lieu of Redemption In lieu, or partially in lieu, of the call and redemption of Series B Bonds, moneys deposited in the Redemption Fund for the redemption of the Series B Bonds may be used to purchase Outstanding Series B Bonds. Purchases of Outstanding Series B Bonds may be made by the Town prior to the selection of Series B Bonds for redemption by the Trustee, at public or private sale as and when and at such prices as the Town may in its discretion determine, but only at prices (including brokerage or other expenses) of not more than par, plus the premium, if any, which would be payable with respect to such Series B Bonds upon redemption, plus accrued interest, and any accrued interest payable upon the purchase of Series B Bonds may be paid fi-om the amount in the Interest Account of the Redemption Fund for payment of interest on the next following Interest Payment Date. The Trustee shall disburse moneys in the Prepayment Account for such purpose upon written direction of the Town. Amounts in the Redemption Fund for the redemption of the Series A Bonds may be used to purchase Outstanding Series A Bonds in the manner described above. Notice of Redemption So long as the Series B Bonds are held in book-entry form, notices of redemption will be sent only to DTC, or any successor thereto,and not to any beneficial owner of the Series B Bonds. At least thirty (30) days but no more than sixty (60) days prior to the redemption date, the Trustee shall send a notice of redemption with respect to all Series B Bonds held by DTC or its nominee in accordance with the procedures of DTC, or if no longer held in book-entry form by DTC by first class mail, postage prepaid, to the registered Owner of Series B Bonds selected for redemption at their addresses appearing on the Bond Register. The actual receipt by the Owner of any Series B Bond of notice of such redemption shall not he a condition precedent thereto, and failure to receive such notice shall not affect the validity of the proceedings to!-the redemption of such Series B Bonds, or the cessation of interest on the redemption date. A certificate by the Trustee that notice of such redemption has been given as provided in the Bond Indenture shall be conclusive as against all parties. Such notice of redemption shall (a)specify the serial numbers and the maturity date or dates of the Series B Bonds selected for redemption, except that where all the Series B Bonds subject to redemption, or all 7 the Series B Bonds of one maturity, are to be redeemed, the serial numbers thereof need not be specified; (b)state the date fixed for redemption and for surrender of the Series B Bonds to be redeemed; (c)state the redemption price; (d)state the place or places where the Series B Bonds are to be surrendered for redemption; and (e) in the case of Series B Bonds to be redeemed only in part, state the portion of such Series B Bond which is to be redeemed. Such notice shall further state that on the date fixed for redemption, there shall become due and payable on each Series B Bond or portion thereof called for redemption,the principal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. A notice of redemption for any optional redemption of Series B Bonds may be conditioned upon receipt by the Town of sufficient funds to effect the redemption. If sufficient funds are not on deposit with the "Trustee at least one day prior to the redemption date, the optional redemption shall of such Series B Bonds shall not occur and such Series B Bonds shall remain Outstanding under the Bond Indenture. If any redemption is cancelled due to a lack of sufficient funds, the Trustee shall send a notice to the Owners in the same manner in which the notice of redemption was delivered stating that such redemption was cancelled and did not occur. Selection of Bonds for Redemption Series B Bonds of a maturity shall be selected for mandatory sinking fund redemption by lot. If less than all of the Outstanding Bonds are to be redeemed other than pursuant to mandatory sinking fund redemption, the Town shall designate the principal amount of Bonds of each maturity to be redeemed as provided for in Section 8768 of the 1915 Act such that the ratio of Outstanding Bonds to issued Bonds shall be approximately the same in each maturity of the Bonds insofar as possible, and the Trustee shall select the particular Bonds to be redeemed from each maturity in authorized denominations and in said designated amount by lot in such manner as the Trustee may choose. The Town shall provide written notice to the Trustee at least forty-five days prior to a redemption date for the Bonds (other than mandatory sinking fund redemption). Refunding Bonds Pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds (Division 11.5 of the Streets and Highways Code) (the "1984 Act"), the Town may issue refunding bonds for the purpose of redeeming all or a portion of the Bonds. The Town may issue and sell refunding bonds without giving notice to and conducting a hearing for the owners of property in the Assessment District if the Town Council makes the findings required in the 1984 Act. In the event refunding bonds are sold,the Series B Bonds will be redeemed in whole or in part, as applicable, from refunding bond proceeds. See "—Redemption of Series B Bonds Optional Redemption"above. 8 Annual Debt Service Table I below sets forth the annual debt service on the Series B Bonds based on the maturity schedule and interest rates set forth on the inside cover page of this Official Statement assuming no earlier redemption thereof(other than mandatory sinking fund redemption)and the annual debt service on the Series A Bonds. TABLE 1 TOWN OF TIBURON ASSESSMENT DISTRICT NO.2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2019 SERIES B Annual Debt Service Series A Fonds Series B Bonds Grano! Total Year T nding September 2 Principal Interest Total Principal Interest Total Totals Source: Underwriter. SECURITY FOR THE BONDS Limiter! Obligation The obligation of the Town relating to the Bonds is not a general obligation of the Town, but is a liillited obliiation. payable soler front the ASsessnients and from the funds pledged there!'()]- Under the Bond Indenture. Neither the faith and credit nor the taxing power of the Town, the County or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds. Notwithstanding any other provision of the Bond Indenture, the Town is not obligated to advance available surplus funds from the Town treasury to cure any deficiency in the Redemption Fund. 9 Assessment Liens and Installments The Series B Bonds are secured on a parity with the Series A Bonds under the Bond Indenture. As a result, in the event the amounts available under the Bond Indenture are not sufficient to pay all principal and interest on the Bonds when due, the available revenues will be allocated on a pro rata basis to each series and, in the event of a default in payment, each series of Bonds will be treated in an equal manner without preference of one series over the other. The Bonds are issued upon and secured equally by and payable solely from the unpaid Assessments on parcels of property within the Assessment District together with interest thereon, and such unpaid Assessments, together with interest thereon, constitute a fund for the redemption and payment of the principal,- including rincipal including mandatory sinking fund payments, if any, of the Bonds and the interest thereon and premium, if any. The Bonds are secured by the moneys in the Assessment Fund, the Redemption Fund and the Reserve Fund created pursuant to the Bond Indenture. Amounts in the Reserve Fund will secure the payment of debt service on the Bonds. THE BONDS ARE NOT SECURED BY THE GENERAL TAXING POWER OF THE TOWN, THE COUNTY OF MAR1N OR THE STATE OF CALIFORNIA, OR ANY OF ITS POLITICAL SUBDIVISIONS, NOR IS THE FULL FAITH AND CREDIT OF THE TOWN, THE COUNTY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS PLEDGED TO THE PAYMENT OF THE BONDS. Although the unpaid Assessments constitute fixed liens on the lots and parcels assessed, they do not constitute a personal indebtedness of the respective owners of such lots and parcels. There can be no assurance as to the ability or the willingness of such owners to pay the unpaid Assessments when due. See "BONDOWNERS' RISKS." The unpaid Assessments will be collected in annual installments,together with interest, on the County secured tax roll on which general taxes on real property are collected (the "Assessment Installments"). The Town will include in the annual installments an amount for the payment of administrative expenses in the amount set forth in the Engineer's Report; such amounts are not available to pay debt service on the Bonds. The Assessment Installments are payable and become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do general taxes. The properties upon which the Assessments are levied are subject to the same provisions for sale and redemption as are properties for nonpayment of general taxes. The Town shall immediately transfer the annual Assessment Installments as received from the County to the Trustee for deposit into the Assessment Fund. Amounts in the Assessment Fund are pledged under the Bond Indenture to the payment of debt service on the Bonds. On or prior to the first day of March and September of each year, the Town shall transfer to the Trustee for deposit into the Redemption Fund and the Reserve Fund the amount required in the Bond Indenture. The Assessment Installments billed against each of the lots and parcels in the Assessment District each year represent a pro rata share of the total principal, including mandatory sinking fund payments, if any, and interest coming due on all of the Bonds that year. including any amounts needed to replenish the Reserve Fund. The amount billed against each lot or parcel is based on the percentage which the unpaid Assessment against the property bears to the total of unpaid Assessments in the Assessment District. The tailure of a property owner to pay an annual Assessment Installment will not result in an increase in Assessment Installments against other parcels in the Assessment District. Each property owner has a statutory right to prepay the Assessment on a parcel in whole or in part on any date. Amounts received as prepaid Assessments will be deposited in the Prepayment Account of the Redemption Fund and shall be used solely for the purpose of redeeming Bonds. See "THE SERIES B BONDS Redemption of Bonds—Nlandatorp Redemption firom Assessment Prepgylnenls." 10 Limited Obligation Upon Delinquency THE BONDS ARE LIMITED OBLIGATIONS OF THE TOWN AND ARE PAYABLE SOLELY FROM THE ASSESSMENTS AND OTHER AMOUNTS PLEDGED THEREFOR UNDER THE BOND INDENTURE. THE TOWN HAS DETERMINED NOT TO OBLIGATE ITSELF AND HAS NO LEGAL OR MORAL OBLIGATION TO ADVANCE AVAILABLE FUNDS FROM THE TOWN TREASURY TO PAY DEBT SERVICE ON THE BONDS IN THE EVENT OF DELINQUENT ASSESSMENT INSTALLMENTS. BONDOWNERS SHOULD NOT' RELY UPON THE "TOWN TO ADVANCE AVAILABLE FUNDS FROM THE TOWN TREASURY TO THE REDEMPTION FUND. NOTWITHSTANDING THE FOREGOING, THE TOWN MAY, AT 1TS SOLE OPTION AND IN ITS SOLE DISCRETION, ELECT 1'0 ADVANCE SUCH FUNDS. Reserve Fund The Bond Indenture provides that a Reserve Fund must be maintained with the Trustee. The amount to be maintained in the Reserve Fund is to equal the Reserve Requirement. The Reserve Requirement means, on each September 2nd (the calculation date), the least of(i) 10% of the net proceeds derived from the sale of the Bonds, (ii)maximum annual debt service on the Outstanding Bonds, or (iii) 125% of average annual debt service on the Outstanding Bonds. Upon issuance of the Series B Bonds, the Reserve Requirement shall be $ . Moneys in the Reserve Fund shall be held and are pledged under the Bond Indenture for the benefit of the Owners of the Bonds as a reserve for the payment of the principal of, including mandatory sinking fund payments, if any, and interest on the Bonds. See APPENDIX C '`SUMMARY OF BOND INDENTURE." Moneys in the Reserve Fund shall be used solely for the purpose of paying the principal of and interest on the Bonds when due in the event that the moneys in the Redemption Fund are insufficient. The Trustee shall withdraw moneys as necessary from the Reserve Fund for deposit in the Redemption Fund on or before the first day of March and September of each year. In the event an Assessment is prepaid in whole or in pant, the Assessment being prepaid shall be reduced by the amount to be transferred from the Reserve Fund pursuant to the Bond Indenture to the Prepayment Account of the Redemption Fund. The amount transferred shall be that portion of the balance then in the Reserve Fund equal to the proportion that the Assessment prepaid bears to the total of all Assessments remaining unpaid as of such date. The Town shall notify, or shall cause the Trustee to be notified, of the amount to be transferred. In the event that moneys in the Reserve Fund, in the Redemption Fund, and the Assessment Fund are sufficient to retire all of the Outstanding Bonds, plus accrued interest thereon, such moneys in the Reserve Fund and the Assessment Fund shall be transferred to the Redemption Fund for the payment of the Bonds. All amounts remaining in the Reserve Fund in the year in which the last Assessment Installments become due and parable shall be credited toward the final Assessment Installments as set forth below: On or prior to July 1st of the Fiscal Year next preceding the Fiscal Year in which the last unpaid Assessment installment securing the Bonds becomes due and payable, the Town small determine the amount remaining in the Reserve Find, and shall declare such amount to be surplus and direct the Trustee as to the transfer of such amount in order-that it may be credited in the manner set forth in Section 10427.1 of the 1913 Act: provided that if all or any part of such Assessments remain unpaid and are payable in installments, the amount apportioned to each parcel shall be credited against the last of such unpaid Assessment Installments and, if the amount apportioned to each parcel exceeds the amount of said last installment. then such excess shall be credited against the next to last of such Assessment Installments. II Moneys in the Reserve Fund in excess of the Reserve Requirement shall be withdrawn from the Reserve Fund by the Trustee on or before each February 15 and August 15, and shall be transferred to the Rebate Fund in an amount directed in writing by an Authorized Representative of the Town received at least one Business Day prior to each February 15 and August 15. Following any such transfer, or in the absence of written direction from the Town, all amounts shall be transferred to the Assessment Fund and shall be used as provided in the Bond Indenture. "THE TOWN HAS NO OBLIGATION TO REPLENISH THE RESERVE FUND EXCEPT TO THE EXTENT THAT DELINQUENT ASSESSMENT INSTALLMENTS ARE PAID OR PROCEEDS FROM FORECLOSURE SALES ARE REALIZED. Covenant to Foreclose and Court Foreclosure Proceedings The 1913 Act provides that in the event any Assessment Installment is not paid when due, the Town may order the institution of a court action to foreclose the lien of the unpaid Assessment. In such an action,the real property subject to the unpaid Assessment Installment may be sold at judicial foreclosure sale. This foreclosure sale procedure is not mandatory. However, pursuant to the Bond Indenture, the "Town has covenanted to review the public records of the County of Marin, California on or about February 15 and .lune 15 of each Fiscal Year and to compare the amount of Assessment Installments due and payable to the amount of Assessment Installments received by the Town,and: (i) If the Treasurer determines that any single parcel subject to an Assessment is delinquent in the payment of three or more Assessment Installments, then the Treasurer shall send or cause to be sent a notice of delinquency(and a demand for immediate payment thereof) to the property owner within 45 days of such determination, and (if the delinquency remains uncured) foreclosure proceedings shall be commenced by the Town within 90 days of such determination; and (ii) If the Treasurer determines that the total amount of delinquent Assessment Installments for the prior Fiscal Year for the entire Assessment District (including the total of delinquencies under subsection (a)above), exceeds 4%of the total Assessment Installments levied for the prior Fiscal Year,the Treasurer shall notify or cause to be notified property owners who are then delinquent in the payment of Assessment Installments and demand immediate payment of the delinquency within 45 days of such determination, and the Town shall commence foreclosure proceedings within 90 days of such determination against each parcel of land in the Assessment District with an Assessment Installment delinquency. Notwithstanding the foregoing. the Town may elect to defer foreclosure proceedings with respect to any delinquent parcel if the Town has received funds equal to the delinquent Assessment Installments fi-om any source, and those funds are available to contribute toward the payment of the principal of (including sinking fund payments) and interest on the Bonds when due(including without limitation funds received under the Teeter Plan and funds fi-on the sale of the receivables associated with delinquent Assessment Installments). The 1913 Act provides that the court in a foreclosure proceeding has the power to order property securing delinquent Assessment Installments to be sold for an amount not less than all Assessment Installments, interest, penalties, costs, fees and other charges that are delinquent at the time the foreclosure action is ordered and certain other fees and amounts as provided in the 1913 Act. The court may also include subsequent delinquent Assessment Installments and all other delinquent amounts. If the property to be sold fails to sell for the minimum price described above, the Town may petition the court to modify the judgment so that the property may be sold at a lesser-price or without a minimum price. In certain circumstances. the court may modify the judgment after a hearing if the court makes certain determinations, including, but not limited to; a determination that the sale at less than the minimum price will not result in an ultimate loss to the Owners of the Bonds, or a determination that the Owners of at least 75% of the principal amount of the Bonds outstanding have consented to the petition and the sale will not result in an 12 ultimate loss to the nonconsenting Bond Owners. Neither the property owner, nor any holder of a security interest in the property, nor any defendant in the foreclosure action, nor any agent thereof may purchase the property at the foreclosure sale for less than the minirm.1111 price. For any lot or parcel with not more than 4 dwelling units, a period of 140 days must elapse after the date of the notice of levy of the interest in real property is served on the owner of the delinquent lot or parcel before the sale of such lot or parcel can be made. No parcel in the Assessment District consists of more than four dwelling units, consequently the 140-day period would apply to all parcels. Further, pursuant to Streets and Highways Code Section 8832, the 140 day period may be shortened to 20 days for undeveloped property. However, no parcels in the Assessment District are undeveloped. If the owner of the delinquent lot or parcel fails to redeem, and if the purchaser at the sale is the Town, an action may be commenced by the delinquent Property owner within 90 days after the date of sale to set aside such sale. In the event court foreclosure proceedings are commenced by the Town, there may be delays in payments to Owners of the Series B Bonds pending prosecution of the foreclosure proceedings to completion and the receipt of the Town of any proceeds of the foreclosure sale. It is also possible that no qualified bid will be received at the foreclosure sale. See"BONDOWNERS' RISKS." Delinquency Resulting in Ultimate or Temporary Loss on Bonds If a temporary deficiency occurs in the Redemption Fund with which to pay Bonds, but it does not appear to the Treasurer that there will be an ultimate loss to the Bondowners, the Treasurer shall direct the Trustee in writing to pay the principal of Bonds which have matured and make interest payments on the Bonds when due,as long as there are available funds in the Redemption Fund, in the following order of priority: (1) All matured interest payments shall be made before the principal of any Bonds is paid. (2) Interest on Bonds of earlier maturity shall be paid before interest on Bonds of later maturity. (3) Within a single maturity, interest on lower-numbered Bonds shall be paid before interest on higher-numbered Bonds. (4) The principal of Bonds shall be paid in the order in which the Bonds are presented for payment. Any Bond which is presented but not paid shall be assigned a serial number according to the order of presentment and shall be returned to the Bondowner. When funds become available for the payment of any Bond which was not paid upon presentment,the Treasurer shall cause the Trustee to notify the registered owner of such Bond by registered mail to present the Bond for payment. If the Bond is not presented for payment within ten days after the mailing of the notice, interest shall cease to run on the Bond. If it appears to the Treasurer that there is a danger of an ultimate loss accruing to the Bondowners for any reason, the Treasurer is required pursuant to the 1915 Act to withhold payment on all matured Bonds and interest on all Bonds and report the facts to the Town Council so that the Tovvn Council may take proper action to equitably protect all Bondowners. Upon the receipt of such notification from the Treasurer. the Town Council shall fix a date for a hearing upon such notice. At the hearing the Town Council mist determine whether in its judgment there will ultimately be insufficient money in the Redemption Fund to pay the principal of the unpaid Bonds and interest thereon. If the Town Council determines that in its judgment there will ultimately he a shortage in the Redemption Fund to pay the principal of the unpaid Bonds and interest thereon (an "Ultimate Loss"), the Town Council shall direct the Treasurer to instruct the Trustee, in writing. to pay to the Owners of all Outstanding and unpaid Bonds such proportion thereof as the amount of funds on hand in the Redemption 13 Fund bears to the total amount of the unpaid principal of the Bonds and interest which has accrued or will accrue thereon. Similar proportionate payments shall thereafter be made periodically as moneys come into the Redemption Fund. Upon the determination by the Town Council that an Ultimate Loss will occur, the Treasurer shall direct the Trustee, in writing, to notify all Bondowners to surrender their Bonds to the Treasurer for cancellation. Upon cancellation of the Bonds, each Bondowner shall be credited with the principal amount of the Bond so canceled. The Trustee shall then pay the proportionate amount of principal and accrued interest due on the Bonds of each Bondowner as may be available from time to time out of the money in the Redemption Fund. Interest shall cease on principal payments made from the date of such payment, but interest shall continue to accrue on the unpaid principal at the rate specified on the Bonds until payment thereof is made. No premiums shall be paid on payments of principal on Bonds made in advance of their maturity date. If a Bond is not surrendered for registration and payment, the Treasurer shall cause the Trustee to give notice to each Bondowner by registered mail, at the Bondowner's last address as shown on the registration books, of the amount available for payment. Interest on such amount shall cease as of ten days from the date of mailing of such notice. If the Town Council determines that in its judgment there will not be an Ultimate Loss, it shall direct the Treasurer to instruct the'Trustee, in writing,to pay matured Bonds and interest as long as there is available money in the Redemption Fund. The priority of payments will be as set forth in the fust paragraph above. Priority of Assessment Lien The Assessments (and any further assessment or reassessment) and any accrued interest and penalties thereon constitute a lien against the lots and parcels of land on which they were imposed until paid. Such lien has priority over all fixed special assessment liens which may thereafter be created against the property, and also has priority over all private liens, including the lien of any mortgage or deed of trust whenever created. Such lien is co-equal to and independent of the lien for general taxes. See ""THE ASSESSMENT DISTRICT—Direct and Overlapping Indebtedness" and "BONDOWNERS' RISKS—FDIC/Federal Government Interests in Parcels." Teeter Plan The Assessment District is included in the County's Teeter Plan and, as described below, so long as the Teeter Plan remains in effect with respect to the Assessment District, the Town will be paid 100% of the amount of Assessments levied regardless of whether the County has actually collected the levies. To the extent that the County's Teeter Plan continues in existence and is carried out as adopted. the County's Teeter Plan may help to protect the Owners of the Bonds from the risk of delinquencies in payment of the Assessments. In 1949, the California Legislature enacted an alternative method for the distribution of secured property taxes to local agencies. This method, known as the Teeter Plan, is now set forth in Section 4701-4717 of the California Revenue and Taxation Code. Upon adoption and implementation of this method by a countN board of supervisors, local agencies for which the county acts as"bank" and certain other public agencies and taxing areas located in the county receive annually the full amount of their share of property taxes on the secured roll, including delinquent property taxes which have yet to be collected. A county benefits from the Teeter Plan by retaining penalties associated with these delinquent taxes when they are paid and the Teeter Plan provides participating local agencies with stable cash flow and the elimination of collection risk. To implement a Teeter Plan, the board of supervisors of the county generally must elect to do so b\ July 15 ofthe fiscal year in which it is to apply. The Board of Supervisors has adopted the Teeter Plan and has 14 elected to include in its Teeter Plan special taxes levied in certain assessment districts, including the Assessment District, on the secured roll. Once adopted, a county's Teeter Plan will remain in effect in perpetuity unless the board of supervisors orders its discontinuance or unless prior to the commencement of a fiscal year a petition for discontinuance is received and joined in by resolutions of the governing bodies of not less than two-thirds of the participating districts in the county. An electing county may, however, opt to discontinue the Teeter Plan with respect to any levying agency in the county if the board of supervisors, by action taken not later than July 15 of a fiscal year, elects to discontinue the procedure with respect to such levying agency and the rate of secured tax delinquencies in that agency in any year exceeds 3%of the total of all taxes and assessments levied on the secured roll by that agency. See"BONDOWNERS' RISKS—Teeter Plan Termination." Upon making a Teeter Plan election, a county must initially provide a participating local agency with 95% of the estimated amount of the then accumulated tax delinquencies (excluding penalties) for that agency. In the case of the initial year distribution of special taxes and assessments, 100% of the assessment delinquencies (excluding penalties) are to be apportioned to the participating local agency which levied the assessment. After the initial distribution, each participating local agency receives annually 100% of the secured property tax levies to which it is otherwise entitled, regardless of' whether the county has actually collected the levies. If any tax or assessment which was distributed to a Teeter Plan participant is subsequently changed by correction, cancellation or refund, a pro rata adjustment for the amount of the change is made on the records of the treasurer and auditor of the county. Such adjustment for a decrease in the tax or assessment is treated by the County as an interest-free offset against future advances of tax levies under the Teeter Plan. No Additional Bonds The Town is not authorized to issue additional bonds (other than refunding bonds) secured by the Assessments. See"THE BONDS—Refunding Bonds"above. THE ASSESSMENT DISTRICT Description of the Assessment District The property in the Assessment District is zoned residential and the remaining parcels with unpaid Assessments consists of 21 single family homes. Originally, there were 22 assessed parcels with Assessments totaling $1,682,999.84. During the cash prepayment period, one parcel fully prepaid its Assessment. There remains $1,601,824 of unpaid Assessments secured against the remaining parcels within the Assessment District. The first Assessment Installments are expected to be levied in fiscal year 2019-20. The Assessment District is located in the Town on Virginia Drive in a residential neighborhood. The aggregate assessed value of parcels in the Assessment District with unpaid Assessments%vas$19,473,788 for fiscal year 2018-19. Description of Improvements The Assessment District was formed to provide financing to underground power, telephone and cable facilities on Virginia Drive. The Improvements financed by the Assessment District will consist of the design and undergrounding of the overhead utilities within the Assessment District. The cost of the Improvements is estimated to be $ based on the construction bid received by the Town. See "ESTIMATED SOURCES AND USES OF FUNDS." Any surplus monies on deposit in the Improvement Fund may be used to redeem Bonds. See"THE SERIES B BONDS Redemption of Bonds." The design of the Improvements is complete. On February 22, 2019, the Town received bids to complete the construction of the Improvements. The low bid was submitted by and the 15 Town Council has awarded the construction contract to the low bidder in the amount of$ The following table shows a summary of the total Cost Estimate based on the construction bid received and other costs as contained in the Final Engineer's Report prepared by the Assessment Engineer, a copy of which is attached hereto as Appendix B. The amounts in Table 2 are total project costs to be paid from the proceeds of the Series A Bonds and the Series B Bonds. TABLE 2' TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) ESTIMATE OF COSTS AND EXPENSES CONSTRUCTION COSTS Joint Trench Construction $ 603.290 Construction contingency 180,988 Total Joint Trench Construction S 784,277 UTILITY COST PG&E $ 81,713 AT&T 14,066 Comcast 13,626 Utility Contingency 27,351 Total Utility Cost S 136,756 Total Construction and Utility Costs S 921,033 INCIDENTAL EXPENSES Design and Assessment Engineering S 205,877 Construction Management and Contingency 149,769 Inspection,Administration and Legal 55,000 Total Incidental Expenses S 410,646 FINANCING COSTS Costs of Issuance $ 221,450 Reserve Fund 96.800 Capitalized Interest 21.174 Total Financing Costs S 339,424 TOTAL COSTS S 1,671,103 Source: Town. Formation Proceedings The Town Council has taken proceedings under the 1913 Act for the formation of the Assessment District and has confirmed the Assessments. On March 21, 2018 the Town Council conducted �j duly noticed public hearing regarding the formation of the Assessment District. As of the close of the public hearing,there Pi eliminan..mbiec[to change, 16 was no majority protest, with the owners of 18 of the 22 assessed parcels representing 82.8% of the Assessments voting in favor of confirming the Assessments. Property owners were then given an opportunity to prepay their Assessments in cash or to pay them in annual installments following the issuance of the Bonds. At the end of the cash collection period, a list of unpaid assessments was filed with the Finance Director of the Town, acting as treasurer pursuant to Section 8620 of the 1915 Act. The Assessments and a related diagram were recorded in the office of the Superintendent of Streets, and with the County Recorder of the County. A notice of assessment, as prescribed in Section 31 14 of the Streets and Highways Code, was recorded with the County Recorder of the County, whereupon the Assessments attached as a lien upon the property assessed within the Assessment District as provided in Section 31 15 of the Streets and Highways Code. In July 2018, the Town issued its Assessment District No. 2017-2 (Virginia Undergrounding District) Limited Obligation Improvement Bonds 2018 Series A in the aggregate principal amount of $265,000 to finance preliminary design and engineering costs with respect to the Improvements. Allocation of Assessments The Assessment District was formed under the authority of the Act and Article XIIID of the California State Constitution, together with its implementing legislation (collectively "Proposition 218"), which require that local agencies levy assessments according to the special benefit and prescribe the procedures for such levy. Costs and expenses of the proposed Improvements must be apportioned against the parcels in the Assessment District by a formula which proportionally and equitably distributes the costs in direct proportion to the estimated special benefits these parcels receive from the Improvements. Neither the Act or Proposition 218 specifies the method that is used to apportion the benefits. In the Engineer's Report, the assessment engineer identified the benefits the proposed Improvements will render to the properties within the Assessment District and determined that the property owners will receive a unique and special benefit distinguished from general benefits to the area at large. The unique and special benefit from the hmprovements identified in the Engineer's Report is the enhancement of neighborhood aesthetics, safety and reliability which will provide a higher level of utility service and increase the desirability and specifically enhance the values of the properties within the Assessment District. See APPENDIX B— "ENGINEER'S REPORT"for a description of the method of apportionment of the Assessments. Assessments range from a high of$106,421.18 for nine parcels to a low of$31,790.58 depending on the special benefit each property will receive from the hmprovements as set forth in the Engineer's Report and confirmed by the Town Council. Maximum Annual Assessment for Administrative Costs and Expenses The annual costs associated with administering the Assessment District will be spread to each parcel in the Assessment District with unpaid Assessments on a pro-rata basis. Administrative costs for the Assessment District cannot exceed a total of$50 per parcel per year, subject to an annual increase based on the U.S. Consumer Price Index, All Urban Consumers, for the San Francisco-Oakland-San Jose, as of January l of each year. Costs of administering the Assessment District will first be paid in fiscal year 2019-20. Value-to-Lien Ratios The value of the land within the Assessment District with unpaid Assessments is significant because in the event of a delinquency in the payment of Assessment Installments, the Town may foreclose only against delinquent parcels. The assessed value of the property within the Assessment District with unpaid Assessments was $19,473,788 for fiscal year 2018-19. Based on fiscal year 2018-19 assessed values and the unpaid Assessments, the 21 parcels within the Assessment District with unpaid Assessments have an aggregated assessed value-to-assessment lien ratio of 12.16 to 1. Including the estimated overlapping tax and assessment debt on the parcels with unpaid Assessments, the aggregated assessed value-to-lien ratio is 10.16 to 1. Table 3 below lists each of the parcels with unpaid Assessments within the Assessment District 17 and calculates the estimated value-to-assessment lien and the overall value-to-lien including overlapping tax and assessment debt. Each of the 21 parcels within the Assessment District with remaining unpaid Assessments is owned by a separate owner. No single owner is expected to be responsible for more than 6.64% of the total unpaid Assessments. Table 3 below sets forth certain information for each of the parcels with unpaid Assessments including the percent of the Assessment lien and the estimated value-to-lien ratio. TABLE 3 TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) INDIVIDUAL PARCEL VALUE-TO-LIEN ANALYSIS Total Overlapping Assessor's Total Percent Value- Tar and Value- Parcel Assessed Assessment o/ to-Lien Assessment to-Lien Number(') Land Structure Valuet't Lien Lien Ratio() Debt Ratio() 055-091-02 $ 592,432 $ 448,489 $ 1.040,921 $ 106.421 6.64% 9.78:1 $ 123,071 8.46:1 055-091-03 800,320 400.733 1.201.053 106.421 6.64 11.29:1 125,387 9.58:1 055-091-04 1,244,712 734.493 1.979.205 106.421 6.64 18.60:1 136.642 14.48:1 055-091-05 182,077 22700 409.677 106.421 6.64 3.85:1 113,942 3.60:1 055-091-06 1,261,029 300.245 1,561.274 106.421 6.64 14.67:1 130.597 11.95:1 055-091-07 1,1187568 390.235 1.508.803 106.421 6.64 14.18:1 129,838 11.62:1 055-091-08 49,549 84.023 133,572 106.421 6.64 1.26:1 109,949 1.21:1 055-091-09 192,515 293.806 486.321 106.421 6.64 4.57:1 115,050 4.23:1 055-091-10 1,185,096 422,919 1,608.015 106,421 6.64 15.11:1 131,273 12.25:1 055-091-11 78,561 214.108 292,669 52.931 3.30 5.53:1 58,759 4.98:1 055-092-01 188,736 362,144 550;880 55.931 3.49 9.85:1 65,494 8.41:1 055-092-02 844,470 459.170 1,303.640 55.931 3.49 23.31:1 76.381 17.07:1 055-092-03 48,472 70,018 118.490 55,931 3.49 2.12:1 59,241 2.00:1 055-092-04 920,000 1,000.000 1.920.000 55.931 3.49 34.33:1 85,295 22.51:1 055-092-05 547,275 297,626 844.901 55.931 3.49 15.11:1 69.746 12.11:1 055-092-06 426,594 394.599 821,193 55.931 3.49 14.68:1 69.404 11.83:1 055-092-07 905,384 565.865 1,471.249 55.931 3.49 26.30:1 78.805 18.67:1 055-092-08 182,084 246,054 428.138 55.931 3.49 7.65:1 63.719 6.72:1 055-092-09 1,010,619 274,929 1,285.548 55.931 3.49 2298:1 76.119 16.89:1 055-092-10 46,326 91.709 138.035 55.931 3.49 247:1 59.523 2.32:1 055-092-11 266.007 104.197 370.204 31.791 1.98 11.65:1 38.741 9.56:1 Totals: $ 12,090,826 S 7,382,962 $ 19,473,788 S1,601,824 100.00% 12.16:1 S 1,916,978 10.16:1 As listed on the County of Marin secured tax roll for Fiscal Yc u-2018-19. Assessed Value and Ownership as of.lanuary 1.2018 as provided by the County of Marin A�,sesson•. 't Represents"total Assessed Value'column divided h% -Assessment Lien"colunm. 't Represents"Total Assessed Value"column divided by`Total Overlapping Tax and Assessment Debt column. Source: Marin County Assessor's Oflice as compiled by Harris&Associates. 18 Historical Assessed Values Table 4 below summarizes the historical and current assessed values for parcels with unpaid Assessments within the Assessment District over the past 5 fiscal years. TABLE 4 TOWN OF TIBURON ASSESSMENT DISTRICT NO.2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) HISTORIC ASSESSED VALUE Increase/(Decrease) Fiscal Aggregate in Property Year Assessed Value Assessed Value 2014-15 S 15,178,200 N/A 2015-16 17,514,819 15.4% 2016-17 17,998,200 2.6 2017-18 18,497,546 2.8 2018-19 19,473,788 5.3 Sources: Marin County Assessor's Office as compiled by Harris&Associates. Direct and Overlapping Indebtedness The ability of an owner of land within the Assessment District to pay the Assessment Installments could be affected by the existence of other taxes and assessments imposed upon the property. These other taxes and assessments, some of which secure the repayment of overlapping debt, are summarized in Table 3 above and detailed in Table 5 below (the "Debt Report"). See Table 5 below for all entities levying taxes, assessments or other charges on property in the Town. The Debt Report has been derived from data assembled and reported to the Town by California Municipal Statistics, Inc. as of February 7, 2019. The Debt Report includes information for all parcels within the Assessment District, including the one parcel which has prepaid its Assessment. Neither the Town nor the Underwriter has independently verified the information in the Debt Report and neither guarantees its completeness or accuracy. 19 TABLE 5 TOWN OF TIBURON ASSESSMENT DISTRICT NO.2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) DIRECT AND OVERLAPPING TAX AND ASSESSMENT INDEBTEDNESS (AS OF FEBRUARY 7,2019) 2018-19 Local Secured Assessed Valuation: $20,166,398 (Land and Improvements) DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: %Applicable Debt 2/1/19 Marin Community College District 0.026% $ 75,737 Tamalpais Union High School District 0.043 44,114 Reed Union School District 0.221 56,557 Marin Healthcare District 0.031 115,251 Belvedere-Tiburon Library Community Facilities District No. 95-1 0.506 3,744 Marin Emergency Radio Authority Parcel Tax Revenue Bonds 0.018 5,904 Marin County Open Space Community Facilities District Nos. 1993-1 and 0.694 25,459 1997-1 City of Tiburon Assessment District No.2017-2 100.000 1,683,O000) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT $2,009,766 DEBT OVERLAPPING GENERAL FUND DEBT: Marin County General Fund Obligations 0.026% $ 21,888 Marin County Pension Obligation Bonds 0.026 21,762 Marin Community College District General Fund Obligations 0.026 2,491 Town of Tiburon General Fund Obligations 0.360 393 Tiburon Fire Protection District General Fund Obligations 0.393 252 TOTAL OVERLAPPING GENERAL FUND DEBT $46,786 COMBINED TOTAL DEBT $2,056,552(2) Ratios to 2018-19 Assessed Valuation: Direct Debt ($1,683,000) ...............................................8.35°/, Total Direct and Overlapping Tax and Assessment Debt.9.97% Combined Total Debt...................................................... 10.20% (r) Original Assessment amount. Does not reflect prepayment of the Assessment by one property owner. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations. BONDOWNERS' RISKS Potential Insufficiency of Assessment Installments In order to pay debt service on the Bonds, it is necessary that unpaid Assessment Installments on parcels within the Assessment District are paid in a timely manner. The Reserve Fund will be used to pay debt service on the Bonds if delinquent Assessment Installments should occur. The Assessments are a lien on the parcels of land and the Town has covenanted to institute foreclosure proceedings under certain circumstances against parcels with delinquent Assessment Installments. Failure by owners of the parcels to pay Assessment Installments when due, depletion of the Reserve Fund or the inability of the Town to sell parcels vwhich have been subject to foreclosure proceedings for 20 amounts sufficient to cover the delinquent Assessment Installments for such parcels may result in the inability of the Town to male full or punctual payments of debt service on all Bonds, and Owners of the Series B Bonds would therefore be adversely affected. The 1915 Act provides that except under certain circumstances property is to be sold upon foreclosure at a Minimum Price. "Minimum Price" as defined in the 1915 Act is the amount equal to the delinquent installments of principal or interest of the assessment or assessment, together with all interest penalties, costs, fees, charges and other amounts more fully detailed in the 1915 Act. The court may authorize a sale at less than the Minimum Price if the court determines that sale at less than the Minimum Price will not result in an ultimate loss to the Bondowners or, under certain circumstances, if owners of 75% or more of the outstanding Bonds consent to such sale. There can be no assurance that foreclosure proceedings will occur in a timely manner so as to avoid depletion of the Reserve Fund and a delay in payments of debt service on the Bonds. See"SECURITY FOR THE BONDS--Covenant to Foreclose and Court Foreclosure Proceedings." Unpaid Assessment Installments do not constitute a personal indebtedness of the owners of the parcels within the Assessment District. There is no assurance the owners will be able to pay the Assessment Installments or that they will pay such installments even though financially able to do so. Risks of Real Estate Secured Investments Generally The Bondowners will be subject to the risks generally incident to an investment secured by real estate, including, without limitation, (i)adverse changes in local market conditions, such as changes in the market value of real property in the vicinity of the Assessment District, the supply of or demand for competitive properties in such area, and the market value of the parcels within the Assessment District in the event of sale or foreclosure-, (ii)changes in real estate tax rates and other operating expenses, governmental rules and fiscal policies; and (iii)natural disasters (including, without limitation, earthquakes and floods),which may result in uninsured losses. No assurance can be given that the individual homeowners will pay Assessments in the future or that they will be able to pay such Assessments on a timely basis. See"—Bankruptcy and Foreclosure"below,for a discussion of certain limitations on the Town's ability to pursue judicial proceedings with respect to delinquent parcels. Limited Obligations The Bonds and related interest are not payable from the general fiords of the Town. Except with respect to the Assessments, the credit and the taxing power of the Town is not pledged for the payment of principal or interest of the Bonds, and, except as provided in the Bond Indenture, no Owner of the Bonds may compel the exercise of any taxinL, power by the Town or force the forfeiture of any Town property. The principal of, premium, if any, and interest on the Bonds are not a debt of the Town or a legal or equitable pledge, char-e. lien or encumbrance upon any of the Town's property or upon any of the Towns income, receipts or revenues. except the Assessments and other amounts pledged under the Bond Indenture. Delinquency Resulting in Ultimate or Temporary Loss on Bonds If a temporary deficiency occurs in the Redemption Fund with which to pay the principal of or interest on Bonds that have then matured_ or the principal and interest on Bonds coming due du-ing the current year, unless it appears to the Treasurer that there will be an ultimate loss to the Bondowners, the Treasurer shall cause the Trustee to pay the principal of Bonds which have matured as presented and make interest payments on the Bonds when due. as lon- as there are available funds in the Redemption Fund, in the order of priority and as required by the Bond hdemure. If it appears to the Treasurer that there is a danger of an ultimate loss accruing to the Bondowners for any reason, the Treasurer is required pursuant to the 1915 Act to withhold payment on all matured Bonds and interest on all Bonds and report the facts to the Town so that the Town may 21 take proper action to equitably protect all Bondowners. See APPENDIX C—"SUMMARY OF BOND INDENTURE." Potential Early Redemption of Bonds from Prepayments or Other Sources Property owners within the Assessment District are permitted to prepay their Assessments at any tire. Such prepayments could also be made fi•om the proceeds of bonds issued by or on behalf of an overlapping special assessment district or community facilities district. Such prepayments will result in an extraordinary redemption of Bonds, including a portion of the Series B Bonds,on the Interest Payment Date for which timely notice may be given under the Bond Indenture following the receipt of the prepayment. Prepayment amounts will be allocated on a pro rata basis to the redemption of Series A Bonds and Series B Bonds. The resulting extraordinary redemption of Series B Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such Series B Bonds. See the caption "THE BONDS—Redemption— Extraordinary Redemption." Non-Cash Payments of Assessments The 1915 Act may permit the owner of a parcel that is subject to an unpaid Assessment Installment to tender any Bond secured by such Assessment in payment or partial payment of any installment of the Assessment or interest or penalties thereon which may be due or payable. A Bond so tendered is to be accepted at the par arount thereof and credit is to be given for any interest thereon accrued to the date of the tender. Thus, if Bonds can be purchased at a discount, it may be to the advantage of a property owner to pay amounts due with respect to an assessment by tendering a Bond. Such a practice would decrease the cash flow available to the Town to make payments with respect to other Bonds then outstanding and could result in a default in payment on the Bonds. Limited Town Obligation Upon Delinquency Pursuant to the 1915 Act, the Town has elected not to be obligated to advance funds fi-or the treasury of the Town for delinquent Assessment Installments. The only obligation of the Town with respect to such delinquencies and the consequent deficiencies in the Redemption Fund is to advance money to the Redemption Fund fi•om the Reserve Fund. Tile Town has no obligation to replenish the Reserve Fund except to the extent that delinquent Assessment Installments are paid or proceeds fi-om foreclosure sales are realized. There is no assurance that the balance in the Reserve Fund will always be adequate to pay debt service on the Bonds if there are delinquent Assessment Installments and if during the period of delinquency there are insufficient funds in the Reserve Fund, a delay may occur in payments to the Bondowners. Disclosures to Future Purchasers The willingness or ability of an owner of a parcel to pay the Assessments even if the value of the parcel is sufficient may be affected by whether or not the owner was given due notice of the Assessments authorization at the time the owner purchased the parcel, was informed of the amount of the Assessments on the parcel and the risk of such a levy, and, at the time of such a levy, has the ability to pay it as well as pay other expenses and obligations. The Town has caused a notice of the Assessment lien to be recorded in the Office of the Recorder for the County against each parcel. While title companies normally refer to such notices in title reports, there can be no �zuarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Assessments obligation in the purchase of a property within the Assessment District or lending of money thereon. Payment of the Assessments is not a Personal Obligation of the Owners An owner of a parcel subject to an Assessment is not personally obligated to pay such Assessment. Rather. the Assessment is an obligation which is secured only by a lien against the parcel. If the value of a parcel is not sufficient, taking into account other liens imposed by public agencies, to secure fully the Assessment. the Town has no recourse against the owner. Property Values The value of the property within the Assessment District is a critical factor in determining the investment quality of the Series B Bonds. If a property owner is delinquent in the payment of Assessment Installments, the Assessment District's only rernedy is to commence foreclosure proceedings against the delinquent parcel in an attempt to obtain funds to pay the delinquent Assessment Installments. Reductions in property values due to a downturn in the economy, physical events such as earthquakes, fires or floods, stricter land use regulations, delays in development or other events will adversely impact the security underlying the Assessments. The Town can make no assurance with respect to whether taxable values of real property will decline in the future. See"THE ASSESSMENT DISTRICT—Value-to-Lien ratios"herein. The assessed values set forth in this Official Statement do not represent market values arrived at through an appraisal process and generally reflect only the sales price of a parcel when acquired by its current owner, adjusted annually by an amount determined by the County Assessor, generally not to exceed an increase of more than 2% per Fiscal Year. No assurance can be given that a parcel could actually be sold for its assessed value. Additionally, market values within the Assessment District could be impacted by a failure to complete the Improvements in a timely manner. No assurance can be given that any bid will be received for a parcel with delinquent Assessment Installments offered for sale at foreclosure or, if a bid is received, that such bid will be sufficient to pay all delinquent Assessment Installments. See"SECURITY FOR THE BONDS—Covenant to Foreclose and Court Foreclosure Proceedings." Teeter Plan Termination The County has implemented its Teeter Plan as an alternate procedure for the distribution of certain property tax and assessment levies on the secured roll. Pursuant to its Teeter Plan, the County has elected to provide local agencies and taxing areas, including the Town with respect to the Assessment District, with full tax and assessment levies instead of actual tax and assessment collections. In return, the County is entitled to retain all delinquent tax and assessment payments,penalties and interest. Thus, the County's Teeter Plan may protect the Owners of the Bonds from the risk of delinquencies in the payment of the Assessments. However, the County is entitled, and under certain circumstances could be required, to terminate its Teeter Plan with respect to all or part of the local agencies and taxing areas covered thereby. A termination of the Teeter Plan with respect to the Assessment District would eliminate such protection from delinquent Assessments. See "SECURITY FOR THE BONDS—Teeter Plan." Bankruptcy and Foreclosure The payment of Assessments and the ability of the Town to foreclose the lien of delinquent unpaid Assessment Installments. as discussed in the section entitled "SECURITY FOR THE BONDS---Covenant to Foreclose and Court Foreclosure Proceedings"herein,may be limited by bankruptcy, insolvency, or other laws generaiiy affecting creditors' rights or by the law of the State of California relating to judicial foreclosure. In addition, the prosecution of a foreclosure could be delayed due to crowded local court calendars or procedural delays. The various legal opinions to be delivered concurrently with the delivery of the Series B Bonds (including Bond Counsel's approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. 23 Although bankruptcy proceedings would not cause the Assessments to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings and could result in delinquent Assessment Installments not being paid in full. Where property is encumbered by liens securing mortgal7e loans, it is highly probable that bankruptcy of a property owner would delay foreclosure for an extended period of time. Such a delay would increase the likelihood of a delay or default in payment of the principal and interest on the Bonds. FDIC/Federal Government Interests in Parcels The ability of the Town to collect interest and penalties specified by the 1915 Act and to foreclose the lien of delinquent Assessment Installments may be limited in certain respects with regard to parcels in which the Federal Deposit Insurance Corporation (the "FDIC") has or obtains an interest. Specifically, in the event that any financial institution making a loan which is secured by parcels is taken over by the FDIC and the applicable Assessment Installment is not paid, the remedies available to the Town may be constrained. The FDIC's policy statement regarding the pavment of state and local real property taxes (the "Policy Statement") provides that taxes other than ad valorem taxes which are secured by a valid lien in effect before the FDIC acquired an interest in a property will be paid unless the FDIC determines that abandonment of its interests is appropriate. The Policy Statement provides that the FDIC generally will not pay installments of non-ad valorem taxes which are levied after the time the FDIC acquires its fee interest, nor will the FDIC recognize the validity of any lien to secure payment except in certain cases where the Resolution Trust Corporation had an interest in property on or prior to December 31, 1995. Moreover, the Policy Statement provides that, with respect to parcels on which the FDIC holds a mortgage lien, the FDIC will not permit its lien to be foreclosed out by a taxing authority without its specific consent, nor will the FDIC pay or recognize liens for any penalties, tines or similar claims imposed for the non-payment of taxes. If a parcel with unpaid Assessments within the Assessment District is owned by a federal governmental entity, or a private deed of trust secured by a parcel with unpaid Assessments within the Assessment District is owned by a federal governmental entity, the ability to foreclose on the parcel to collect delinquent Assessments may be limited. Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest. This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel with unpaid Assessments within the Assessment District but does not pay taxes and assessments levied on the parcel (including Assessments), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments. Moreover. unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the Town wishes to foreclose on the parcel as a result of delinquent Assessments,the property cannot be sold at a foreclosure sale unless it can be sold for an arnount sufficient to pay delinquent taxes and assessments on a parity with the Assessments and preserve the federal government's mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 1=.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association ("FNMA") is a federal instrumentality for purposes of this doctrine, and not a private entity, and that. as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States. The Town has not undertaken to determine whether any federal governmental entity currently has. or is likely to acquire. any interest (includim, a mortgage interest) in any of the parcels with unpaid Assessments within the Assessment District, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the Series B Bonds are outstanding. The Town's remedies may also be limited in the case of delinquent Assessment Installments "ith respect to parcels in which other federal agencies (such as the Internal Revenue Service and the Drug Enforcement Administration) have or obtain an interest. 24 The Town is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency with respect to a portion of the parcels in which the FDIC has or obtains an interest. although prohibiting the lien of the FDIC to be foreclosed out at a judicial foreclosure sale would prevent or delay the foreclosure sale. No Acceleration Provision The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the Bonds or the Bond Indenture or in the event interest on the Bonds becomes included in gross income for federal income tax purposes. See"—Limitations on Remedies"below. Limitation on Remedies Remedies available to the owners of the Bonds may be limited by a variety of factors and may be inadequate to assure the timely payment of principal of and interest on the Bonds. Bond Counsel has limited its opinion as to the enforceability of the Series B Bonds and of the Bond Indenture to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws affecting generally the enforcement of creditors' rights, by equitable principles and by the exercise of judicial discretion. The lack of availability of certain rernedies or the limitation of remedies may entail risks of delay, limitation or modification of the rights of the owners of the Series B Bonds. Natural Disasters The Assessment District, like many California communities, may be subject to unpredictable seismic activity, fires, flood, landslides or other natural disasters. Northern California is a seismically active area. Seismic activity represents a potential risk for damage to buildings, roads and property within the Assessment District. In addition, land susceptible to seismic activity may be subject to liquefaction during the occurrence of such event. The property within the Assessment District is not located in an Alquist Priolo Earthquake Study Zone though it is located in close proximity to the _ fault, which is approximately miles away. The Assessment District is not located in a flood plain area. In the event of a severe earthquake, fire, flood, landslide or other- natural disaster, there may be significant damage to both property and infrastructure in the Assessment District. As a result, a substantial portion of the property owners may be unable or unwilling to pay the Assessment Installments when due. In addition. the value of land in the Assessment District could be diminished in the aftermath of such a natural disaster_ reducing the resulting proceeds of foreclosure sales in the event of delinquencies in the payment of the Assessment Installments. Hazardous Substances While government taxes, assessments and charges are a common claim against the value of a Parcel- other less common claims may also be relevant. The value of a parcel may be reduced as a result of a claim with reward to a hazardous substance. In general, the owners and operators of'a parcel may be required by lav to remedy conditions relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as 'CERCLA" or the "Super Fund Act", is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar in effect. Under many of these laws, the owner(or operator) is obligated to remedy a hazardous substance condition of a parcel whether or not the owner (or operator) had anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the parcels within the Assessment District be affected by a hazardous substance, is to reduce the marketability and value by the costs of remedying the condition because the 25 prospective purchaser of such a parcel will, upon becoming the owner of such parcel, become obligated to remedy the condition Just as the seller of such a parcel is. Limited Secondary Market There can be no guarantee that there will be a secondary market for the Series B Bonds or, if a secondary market exists,that such Series B Bonds can be sold for any particular price. Although the Town has committed to provide certain statutorily-required financial and operating information along with notice of certain enumerated events, there can be no assurance that such information will be available to Bondowners on a timely basis. The failure to provide the required annual financial information or enumerated event notices does not give rise to monetary damages but merely an action for specific performance. Occasionally, because of general market conditions, lack of current information, the absence of a credit rating for the Series B Bonds or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price. Future Debt Issuance The ability of an owner of land within the Assessment District to pay the Assessment Installments could be affected by the existence of other taxes and assessments imposed upon parcels in the Assessment District with unpaid Assessments. In addition, the Town and other public agencies whose boundaries overlap those of the Assessment District could impose additional taxes or assessment liens on the property within the Assessment District in order to finance public improvements or services to be located or provided inside of or outside of such area. The lien created on the property within the Assessment District through the levy of such additional taxes may be on a parity with the lien of the assessments levied by the Town. See "THE ASSESSMENT DISTRICT—Direct and Overlapping Indebtedness." The imposition of additional liens on a parity with the Assessment Installments may reduce the ability or willingness of the landowners to pay the Assessment Installments and increase the possibility that foreclosure proceeds will not be adequate to pay delinquent Assessment Installments. The Town does not have control over the ability of other entities and districts to issue indebtedness secured by special taxes, ad valorem taxes or assessments payable from all or a portion of the property within the Assessment District. In addition, the landowners within the Assessment District may, without the consent or knowledge of the Town, petition other public agencies to issue public indebtedness secured by special taxes, ad valorem taxes or assessments. Any such special taxes, ad valorem taxes or assessments could reduce the estimated value-to-lien ratios for property within the Assessment District described herein. Ballot Initiatives From time to time constitutional initiatives or other initiative measures may be adopted by California voters. The adoption of am such initiative might place limitations on the ability of the State, the County or local districts to increase revenues or to increase appropriations, or on the ability of the landowners to complete their developments. Constitutional Provisions– Articles IIIC and IIID An initiative measure commonly referred to as the"Right to Vote on Taxes Act"(the"Initiative")was approved by the voters of the State of California at the November 5, 1996 pencral election. The Initiative added Article X111C (`Article XIIIC") and Article XII1D ("Article XIIID") to the California Constitution. According to the "Title and Summary' of the Initiative prepared by the California Attorney General, the 26 Initiative limits"the authority of local governments to impose taxes and property-related assessments, fees and charges." Article XIIID requires that, beginning July 1, 1997,the proceedings for the levy of any assessment by the Town under the Act (including, if applicable, any increase in such assessment or any supplemental assessment under the Act) must be conducted in conformity with the provisions of Section 4 of Article XIIID. The Town completed its proceedings for the levy of assessments in the Assessment District on March 21,2018 after complying with the procedural requirements of Section 4 of Article XIIID. Under Section 10400 of the Act, any challenge to the proceedings or the Assessment must be brought within 30 days after the date the assessment was levied. No challenge was brought within the 30-day period. Article XIIIC removes limitations on the initiative power in matters of local taxes, assessments, fees and charges. Article XIIIC does not define the term "assessment", and it is unclear whether this term is intended to include assessments levied under the Act. In the case of the unpaid Assessments which are pledged as security for payment of the Bonds, the 19 15 Act provides a mandatory, statutory duty of the Town and the County Auditor to post Assessment Installments on account of the unpaid Assessments to the property tax roll of the County each year while any of the Bonds are outstanding, commencing with property tax year 2019-20, in amounts equal to the principal of and interest on the Bonds coming due in the succeeding calendar year plus certain administrative costs. It is unlikely that the initiative power can be used to reduce or repeal the unpaid Assessments which are pledged as security for payment of the Bonds or to otherwise interfere with performance of the mandatory, statutory duty of the Town and the County Auditor with respect to the unpaid Assessments which are pledged as security for payment of the Bonds. The interpretation and application of the Initiative has been and will continue to be determined by the courts with respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty the outcome of any future determination. CONCLUDING INFORMATION Continuing Disclosure The Town will execute a Continuing Disclosure Agreement (the "Disclosure Agreement") in connection with the delivery of the Series B Bonds for the benefit of the Underwriter, holders and beneficial owners of the Series B Bonds to provide certain financial information and operating data relating to the Town by the March 31 following the end of the Town's fiscal year (the "Annual Report'') and to provide notices of the occurrence of certain enumerated events(the"Listed Events"). The Annual Reports will be filed on behalf of the Town by NBS (the "Dissemination Agent") with the Municipal Securities Rulemaking Board (the "Repository"). Notices of Listed Events will be filed by the Dissemination Agent with the Repository. The specific nature of the information to be included in the Annual Report and the notices of Listed Events is set forth in APPENDIX F—"FORM OF TOWN CONTINUING DISCLOSURE AGREEMENT." The Town will execute the Disclosure Agreement in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5), as amended (the"Rule"). It should be noted that the Town is required to file certain financial statements with the Annual Report. This requirement has been included in the Disclosure Agreement solely to satisfy the provisions of the Rule. The inclusion of this information does not mean that the Series B Bonds are secured by any resources or property of the Town other than the Assessments and amounts pledged under the Bond Indenture. See "BONDOWNERS' RISKS—Limited Town Obligation Upon Delinquency." It should also be noted that the list of Listed Events which the Town has agreed to report includes items related to credit enhancements and ratings. These items have been included in the list solely to satisfy the requirements of the Rule. The Series B Bonds have not been assigned a credit rating and have no credit enhancement. 27 Within the past five years, the Town has not failed to comply in all material respects with any previous undertaking with regard to the Rule. Legal Opinion Certain proceedings in connection with the issuance of the Series B Bonds are subject to the approval of Stradling Yocca Carlson& Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel ("Bond Counsel"). The opinion of Bond Counsel attesting to the validity of the Series B Bonds will be delivered with each Bond. A form of the opinion to be delivered by Bond Counsel is set forth in Appendix D hereto. Certain legal matters will be passed upon for the Town by the Town Attorney and by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Disclosure Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, Jones Hall, A Professional Law Corporation, San Francisco,California. Tax Matters In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California (`Bond Counsel"), under existing statutes,regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest on the Series B Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. In the further opinion of Bond Counsel, interest on the Series B Bonds is exempt from State of California personal income tax. The difference between the issue price of a Series B Bond (the first price at which a substantial amount of the Series B Bonds of the same maturity is to be sold to the public) and the stated redemption price at maturity with respect to such Series B Bond constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Bond Owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by the Bond Owner ti ill increase the Bond Owner's basis in the Series B Bond. In the opinion of Bond Counsel, the amount of original issue discount that accrues to the owner of a Series B Bond is excluded from the gross income of such owner for federal income tax purposes, is not an item of tax preference for purposes of the federal alternative rninimwn tax imposed on individuals, and is exempt from State of California personal income tax. Bond Counsel's opinion as to the exclusion from gross income of interest(and original issue discount) on the Series 13 Bonds is based upon certain representations of fact and certifications made by the Town and others and is subject to the condition that the Town and others making such representations comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code'), that must be satisfied subsequent to the issuance of the Series B Bonds to assure that interest (and original issue discount) on the Series B Bonds will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause the interest (and original issue discount) on the Series B Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series B Bonds. The Town will covenant to comply with all such requirements. The amount by which a Bond Owner's original basis for determining loss on sale or exchange in the applicable Series B Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Series B Bond premium, which must be amortized under Section 171 of the Code, >uch amortizable Series B Bond premium reduces the Bond Owner's basis in the applicable Series B Bond (and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Series B Bond premium may result in a Bond 28 Owner realizing a taxable gain when a Series B Bond is sold by the Owner for an amount equal to or less (under certain circumstances) than the original cost of the Series B Bond to the Owner. Purchasers of the Series B Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable Series B Bond premium. The Internal Revenue Service (the "IRS") has initiated an expanded program for the auditing of tax- exempt bond issues, including both random and targeted audits. It is possible that the Series B Bonds will be selected for audit by the IRS. It is also possible that the market value of the Series B Bonds might be affected as a result of such an audit of the Series B Bonds (or by an audit of other similar bonds). No assurance can be given that in the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not change the Code (or interpretation thereof) subsequent to the issuance of the Series B Bonds to the extent that it adversely affects the exclusion from gross income of interest (and original issue discount) on the Series B Bonds or their market value. SUBSEQUENT TO THE ISSUANCE OF THE SERIES B BONDS THERE MIGHT BE FEDERAL, STATE, OR LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY CHANGES TO OR INTERPRETATIONS OF FEDERAL, STATE, OR LOCAL LAW) THAT AFFECT THE FEDERAL, STATE, OR LOCAL TAX TREATMENT OF THE SERIES B BONDS INCLUDING THE IMPOSITION OF ADDITIONAL FEDERAL INCOME OR STATE TAXES BEING IMPOSED ON OWNERS OF TAX- EXEMPT STATE OR LOCAL OBLIGATIONS, SUCH AS THE SERIES B BONDS. THESE CHANGES COULD ADVERSELY AFFECT THE MARKET VALUE OR LIQUIDITY OF THE SERIES B BONDS. NO ASSURANCE CAN BE GIVEN THAT SUBSEQUENT TO THE ISSUANCE OF THE SERIES B BONDS STATUTORY CHANGES WILL NOT BE INTRODUCED OR ENACTED OR JUDICIAL OR REGULATORY INTERPRETATIONS WILL NOT OCCUR HAVING THE EFFECTS DESCRIBED ABOVE. BEFORE PURCHASING ANY OF THE SERIES B BONDS, ALL POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING POSSIBLE STATUTORY CHANGES OR JUDICIAL OR REGULATORY CHANGES OR INTERPRETATIONS, AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE SERIES B BONDS. Bond Counsel's opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Series B Bonds. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. The Bond Indenture and the Tax Certificate relating to the Series B Bonds permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the effect on the exclusion from gross income of interest (and original issue discount) on the Series B Bonds for federal income tax purposes with respect to any Series B Bond if any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson& Rauth,a Professional Corporation. Although Bond Counsel will render an opinion that interest (and original issue discount) on the Series B Bonds is excluded from gross income for federal income tax purposes provided that the Town continue to comply with certain requirements of the Code,the ownership of the Series B Bonds and the accrual or receipt of interest (and original issue discount) with respect to the Series B Bonds may otherwise affect the tax liability of certain persons. Bond Counsel expresses no opinion regarding any such tax consequences. Accordingly, before purchasing any of the Series B Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax consequences relating to the Series B Bonds. Should interest on the Series B Bonds (including any original issue discount) become includable in gross income for federal income tax purposes, the Series B Bonds are not subject to early rede..,ption and will remain outstanding until maturity or until redeemed in accordance with the Bond Indenture. A copy of the proposed form of opinion of Bond Counsel is attached hereto as Appendix D. 29 Litigation There is no action, suit, or proceeding known by the Town to be pending at the present time restraining or enjoining the delivery of the Series B Bonds or in any way contesting or affecting the validity of the Series B Bonds or any proceedings of the"town taken with respect to the execution or delivery thereof. A no litigation certificate executed by the Town will be required to be delivered to the Underwriter with respect to these matters simultaneously with the delivery of the Series B Bonds. Financial Interests The fees being paid to the Underwriter, Bond Counsel, Disclosure Counsel and Underwriter's Counsel are contingent upon the issuance and delivery of the Series B Bonds. From time to time, Bond Counsel represents the Underwriter on matters unrelated to the Series B Bonds. No Rating The Town has not applied to and does not contemplate applying to any bond rating agency for the assignment of a rating on the Series B Bonds. Underwriting The Series B Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated (the "Underwriter"). The Underwriter has agreed to purchase the Series B Bonds at a price of$ ($ .00 principal amount, less net original issue discount in the amount of$ and less an Underwriter's discount of$ ). The Bond Purchase Agreement relating to the Series B Bonds provides that the Underwriter will purchase all of the Series B Bonds if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in the Bond Purchase Agreement, the approval of certain legal matters by counsel and certain other conditions. The Underwriter may offer and sell Series B Bonds to certain dealers and others at prices lower than the offering prices stated on the cover page hereof. The offering prices may be changed from time to time by the Underwriter. Miscellaneous All quotations fi-om, and summaries and explanations of, the Bond Indenture, the Continuing Disclosure Agreement and other statutes and documents contained herein do not purport to be complete, and reference is made to said documents and statutes for full and complete statements of their provisions. This Official Statement is submitted only in connection with the sale of the Series B Bonds by the "I own. All estimates, assumptions, statistical information and other statements contained herein, while taken from sources considered reliable, are not guaranteed by the Town or the Underwriter. The information contained herein should not be construed as representing all conditions affecting the Town or the Series B Bonds. The execution and delivery of this Official Statement have been authorized by the Town. TOWN OF TIBURON By: Town Manager 30 31 APPENDIX A ASSESSMENT DIAGRAM A-1 APPENDIX B ENGINEER'S REPORT B-1 APPENDIX C SUMMARY OF THE BOND INDENTURE C-1 APPENDIX D OPINION OF BOND COUNSEL Upon issaionce of the Bonds, Sirudling Yocco Carlson& Routh, a Professional Corporation, Bond Counsel,proposes to render its final approving opinion in substantially the following form: 2019 Town Council -- "Town of Tiburon Tiburon.California Re: S _ _ Town of Tiburon Assessment District No. 2017-2 (Virginia Undergroundin, District)Limited Obligotion Improvement Bonds, 2019 Series B Ladies and Gentlemen: We have examined certified copies of proceedings taken by the Town of Tiburon (the"Town") for the issuance of bonds designated "Town of Tiburon Assessment District No. 2017-2 (Virginia Undergrounding District) Limited Obligation Improvement Bonds, 2019 Series B" (the "Series B Bonds") pursuant to the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of the State of California (the-1913 Act")and under and by virtue of the Improvement Bond Act of 1915, Division 10 of said Code(the "1915 Act"). The Series B Bonds are issued for the purpose of providing the means for paying for the work and improvements described in the Town's Resolution No.2019-47 and are issued pursuant to a resolution adopted by the Town on April 3, 2019 (the"Resolution of Issuance") and a Bond Indenture dated as of July 1, 20187 as supplemented by the First Supplemental Indenture, dated as of April 1, 2019 (together, the "Bond Indenture"), by and between the Town and U.S. Bank National Association as Trustee. This examination covers said proceedings down to and including the issuance of the Series B Bonds; however,we have made no examination of the ownership or use of the property assessed. In rendering this opinion, we have relied upon certain representations of fact and certifications made by or on behalf of the Town,the initial purchasers of the Series B Bonds and others. We have not undertaken to verify through independent investigation the accuracy of the representations and certifications relied upon by us. The Series B Bonds are dated their date of delivery and mature on the dates and in the amounts set forth in the Bond Indenture. The Series B Bonds bear interest payable semiannually on each March 2 and September 2, commencing on September 2, 2019, at the rates per annum set forth in the Bond Indenture. The Series B Bonds are secured under the Bond Indenture on a parity with the Series A Bonds outstandin(y thereunder. Based upon our examination of all of the foregoing, and in reliance thereon and on all matters of fact as we deem relevant under the circumstances, and upon consideration of applicable laws,we are of the opinion that: I. The Bond Indenture has been duly authorized, executed and delivered by the ToN-vn and. assuming due authorization,execution and delivery by the Trustee, constitutes the valid and binding obligation of the Town enforceable in accordance with its terms. 2. The Series B Bonds have been duly authorized and issued by the Town and are valid and binding obligations of the Town enforceable in accordance with their terms. The Series B Bonds do not constitute a debt of the Town, the State of California or any political subdivision thereof within the meaning of' any constitutional or statutory debt limit or restriction, and do not constitute an obligation for which the Town. the State of California or any political subdivision thereof is obligated to levy or pledge any form of taxation or D-1 for which the Town, the State of California or any political subdivision thereof has levied or pledged any form of taxation. 3. Upon delivery and authentication of the Series B Bonds in accordance with the Bond Indenture.the Series B Bonds will be entitled to the benefits of the Bond Indenture. 4. Under existing statutes,regulations, rulings and judicial decisions, interest (and original issue discount) on the Series B Bonds is excluded fi-om gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. 5. Interest (and original issue discount)on the Series B Bonds is exempt from State of California personal income tax. 6. The difference between the issue price of a Series B Bond (the first price at which a substantial amount of the Series B Bonds of a maturity are to be sold to the public) and the stated redemption price at maturity with respect to such Series B Bond constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Bondowner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Bondowner will increase the Bondowner's basis in the applicable Series B Bond. Original issue discount that accrues for the Bondowner is excluded from the gross income of such owner for federal income tax purposes, is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals (as described in paragraph 4 above) and is exempt from State of California personal income tax. 7. The amount by which a Bondowner's original basis for determining loss on sale or exchange in the applicable Series B Bond (generally the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Series B Bond premium which must be amortized under Section 171 of the Internal Revenue Code of 1986, as amended; such amortizable Series B Bond premium reduces the Bondowner's basis in the applicable Series B Bond (and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Series B Bond premium may result in a Bondowner realizing a taxable gain when a Series B Bond is sold by the owner for an amount equal to or less (under certain circumstances) than the original cost of the Series B Bond to the owner. The opinions expressed in paragraphs (1), (2) and (3) above are limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors rights generally, by equitable principles, by the exercise of judicial discretion in appropriate cases and by the limitations on legal remedies against cities in the State of California. We express no opinion with respect to any indemnification, contribution, choice of law, choice of forum or waiver provisions contained in the Trust Agreement. Except as expressly set forth in paragraphs (4), (5), (6), and (7) above, we express no opinion regarding any tax consequences with respect to the Series B Bonds. Our opinion is limited to matters governed by the laxN s of the State of California and federal law. We assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction. We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement relating to the Series B Bonds or other offering material relating to the Series B Bonds and expressly disclaim any duty to advise the owners of the Series B Bonds with respect to matters contained in the Official Statement. Respectfully submitted, D-2 APPENDIX E BOOK-ENTRY ONLY SYSTEM The information in this section concerning DTC and DTC's book-entrt-onlp s}stem has been obtained from sources that the Town believes to be reliable, but the Town takes no responsibility fbr the completeness or accuracy thereof.' The following description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, premium, if any, accreted valr.te and interest on the Bonds to DTC Participants or Beneficial Owners, confirmation crud transfers of beneficial ownership interests in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on ii?formation provided by DTC to the Town which the Toivn believes to be reliable, but the Town and the Underwriter do not and cannot make any independent representations concerning_ these matters and do not take responsibility for the accuracy or completeness thereof Neither the DTC, Direct Participants, Indirect Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the scone with DTC or the DTC Participants, as the case may be. The Depository Trust Company ("DTC"),New York,New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee)or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond will be issued for each annual maturity of the Bonds,each in the aggregate principal amount of such maturity, and will be deposited through the facilities of DTC. DTC,the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System,a"clearing corporation"within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues. corporate and municipal debt issues, and money market instruments (from over 100 countries)that DTC's participants("Direct Participants") deposit with DTC. DTC also facilitates the post trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks,trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants. which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner-") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive Bonds representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. E-1 To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to hndirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect fi-om time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as prepayments, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are beim prepaid, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede&Co. (nor any other DTC nominee)will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Town as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information fi-om the Town or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or the Town, subject to any statutory or regulatory requirements as may be in effect fi-om time to time. Payment of redemption proceeds,distributions, and dividend payments to Cede&Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Town or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of' such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. A Bond Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to the Trustee, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant's interest in the Bonds, on DTC's records, to the Trustee. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC's records and followed by a book-entry credit of tendered Bonds to the Trustee's DTC account. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Town or the Trustee. Under such circumstances, in the event that a successor depository is not obtained,physical certificates are required to be printed and delivered. The ]'own may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event.. Bonds will be printed and delivered to DTC. E-2 APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT F-1 TOWN OF TIBURON CONTINUING DISCLOSURE COMPLIANCE PROCEDURES Section 111 of the Town's Debt Policy is amended to add the following as Section III E: E. CONTINUNING DISCLOSURE COMPLIANCE PROCEDURES 1. Background and training Rule 15c2-12, promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, requires that an issuer of municipal bonds disclose certain information to the municipal bond marketplace on an ongoing basis while those bonds are outstanding,with the intent that bond investors in the secondary market will have timely information with which to make investment decisions. The SEC has stated that it has a mandate "to adopt rules reasonably designed to prevent fi-audulent. deceptive or manipulative acts or practices in the market for municipal securities." The SEC has taken the position that material non-compliance by an issuer with past continuing disclosure obligations, unless remedied, may warrant an underwriter being prohibited from underwriting the issuer's bonds, and thus prevent the issuer from accessing the municipal bond marketplace. The following procedures will help ensure compliance by the Town and its related public entities with their continuing disclosure obligations under continuing disclosure undertakings executed in connection with its municipal bond offerings. Certain capitalized terms herein will have the meanings ascribed to them in the respective continuing disclosure agreements or similar instruments. 2 Designation of Responsible Officer The Responsible Officer will be the officer or other employee responsible for compiling and filing Annual Reports(as defined in the continuing disclosure undertaking)and notices regarding enumerated events ("Event Notices"), if required to be filed pursuant to the continuing disclosure undertaking. The initial Responsible Officer shall be the Finance Director. From time to time, the Town Manager may designate ad i fferent person to serve as the Responsible Officer. 3. Responsible Officer to Become Familiar with Filing Requirements Under Continuing Disclosure Undertakings a. The Responsible Officer will take such action as may be necessary or appropriate to become familiar with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access ("EMMA") website. The Responsible Officer should understand how to locate on EMMA the filings made by the Town in connection with bonds issued by the Town. If the Town is serving as its own Dissemination Agent, the Responsible Officer will establish a user identification and password for EMMA and become familiar with uploading documents onto EMMA. EXHIBIT 6 b. For each separate issue of outstanding bonds issued by the Town or a related entity, the Responsible Officer will read the related continuing disclosure undertaking and identify the following: i. The date by which the Annual Report must be filed; ii. The contents needed to be included in the Annual Report; iii. The Event Notices that must be tiled; and iv. When Event Notices are required to be tiled. C. The Responsible Officer should be aware of the types of events (the "Listed Events") that would require the filing of an Event Notice. If clarification is required regarding what is meant by a Listed Event, the Town's bond counsel or disclosure counsel should be contacted to seek such clarification. 4. Preparation and Filing of Annual Reports and Event Notices a. The Town will undertake to complete its audited financial statements in time to be submitted to the TownCouncil (or other governing board) before the date that the Annual Report must be filed. b. The Responsible Officer will identify any information that is required to be included in the Annual Report but is not part of the Town's audited financial statements, and contact the sources necessary to compile such information as soon as possible after the close of each Fiscal Year. The Responsible Officer will consider adding any information required by its continuing disclosure agreements or similar instrument not already included in its audited financial statements into a supplementary information section of audited financial statements. C. Following the compilation of the information that is to be included in the Annual Report, the Responsible Officer will (or will cause the Dissemination Agent to) submit the Annual Report to EMMA on or before the date on which the Annual Report must be filed. d. Each year, by no later than the date that the Annual Report is required to be filed on EMMA, the Responsible Officer will review the EMMA website to confirm that the Annual Report has been posted with respect to all applicable securities. If the Annual Report has not been posted.the Dissemination Agent will be notified, or the Responsible Officer will file the Annual Report, as applicable. e. The Responsible Officer will identity, or with the assistance of consultants engaged to monitor compliance will identify. the occurrence of a Li,ted Event and prepare, or have prepared, the appropriate event disclosure. The Responsible Officer will file(or will cause the dissemination agent to file) notice of a listed event on EMMA in a timely manner, when so required by the continuing di,closure agreements or similar instrument. The Responsible Officer will contact the Town's bond counsel 2 or disclosure counsel if there are any questions regarding whether an event constitutes a Listed Event, and whether such occurrence will require the tiling of all Event Notice. 5. Filings Rcgarding Financial Obligations. a. In connection with amendments to Rule 15c2-12 adopted in 2018. the Responsible Officer shall review the Town's existing Imancial obligations and determine which financial obligations are included within the definition in Rule l 5c2-12. Whenever the Town prepares to enter into a new financial obligation or modify the terms of an existing financial obligation, or a default or other event occurs with respect to a financial obligation that is the result of financial difficulties, the Responsible Officer shall determine whether such event would require an Event Notice under the continuing disclosure undertaking. If a determination is made that an Event Notice would be required, the Responsible Officer, in consultation with legal counsel, shall cause the Event Notice to be filed within 10 business days after the occurrence. b. Certain Listed Events are qualified by a materiality standard. if clarification is required regarding materiality on any potential Listed Event, the Responsible Officer shall contact the Town's bond counsel or disclosure counsel to seek clarification. The Responsible Officer's determination of materiality will depend on the facts and circumstances surrounding the event and will take into consideration all relevant facts. 6. Retention of Records a. For each issue of municipal bonds, the documents identified below should be retained for a period of at least six years following the retirement (at maturity or otherwise) of that issue of bonds. i. The transcripts containing the documents related to the bond issue. ii. Each Annual Report and Event Notice submitted to EMMA. iii. To the extent that the content of an Annual Report is based on source materials created or obtained by the Town such source materials. Town Council Meeting TOWN OF TIBURON April 3, 2019 1505 Tiburon Boulevard Agenda Item: AI -2 Tiburon, CA 94920 STAFF REPORT To: Mayor and Members of the Town Council From: Office of the Town Manager Subject: Update on General Fund Reserves i Reviewed By: x'6'1 N/A Greg Chanis,Town Manager Benjamin Stock,Town Attorney SUMMARY This item is to provide an update to Council on the Town's various General Fund Reserves. RECOMMENDED ACTION(S) 1. Receive update from staff. BACKGROUND The agenda for the Council Staff Retreat held on March 15, 2019 included an item related to General Fund Reserves, current capital projects, and the Town's Capital Improvement Plan. However, due to the time required to discuss other important issues, that item was deferred. Tonight, staff will provide an update specifically on General Fund Reserves. An item regarding the Capital Improvement Program and current capital projects will be placed on a future agenda. ANALYSIS The town maintains numerous reserve funds for a variety of purposes. These funds are broken down into three categories: Policy Directed, Discretionary Set Asides, or Restricted. Exhibit 1 of this staff report is a spreadsheet detailing the various reserve funds and includes the following information. • Audited fund balances as of the close of Fiscal Year 2018 (June 30, 2018) • Estimated inflows and outflows for the Fiscal Year 2019 (current year) • Estimated fund balances for the end of Fiscal Year 2019 (June 30, 2019) In addition to the individual fund balances. the spreadsheet also includes information for Unallocated General Find Reserves (UGFR), which represents funds available for expenditure, but have not been designated by Council for any specific use. TOWN OF TIBURON PAGE 1 OF 2 During the budget process, staff typically makes recommendations regarding the use of these unallocated funds. For example, in Fiscal Year 2019 (current year), Council approved transferring a total of$2.9M from UGFR for a variety of uses including: contributions to both pension and OPEB trust finds, additional contributions to several Discretionary Set Aside funds, and for funding capital projects approved in the budget. As Exhibit 1 indicates, at the close of Fiscal Year 2018 (June 30, 2018), the balance of UGFR was approximately $3.55M, with an estimate for the close of the current fiscal year at $1.37M. ENVIRONMENTAL REVIEW Staff has preliminarily determined that adoption of this item is statutorily exempt from the requirements of the California Environmental Quality Act(CEQA) pursuant to Section 15378 of the CEQA Guidelines in that it does not constitute a project under CEQA, and if it were found to constitute a project, it would be exempt pursuant to the general rule set forth in CEQA Guidelines Section 15061 (b)(3). RECOMMENDATION Staff recommends that the Town Council receive the update from staff. Exhibit(s): 1. Fund Reserves Spreadsheet Prepared By: Greg Chanis,Town Manager ToNN\ of-1 i iwizoN 2 oi.2 Capital Improvement Program Estimated Reserve Fund Balances Fiscal Year 2019 Balance FY 2019 6/30/2018 Revenue/ Expense/ Balance FTransfers In Transfers Out 6/30/2019 Policy Directed General Fund Operating (25%) 3,000,000 10,721,723 (10,721,723) 3,000,000 Capital Equipment Replacement 458,361 122,200 (128,000) 452,561 Employee Compensated Leave 262,507 0 0 262,507' CalPERS Liability Rserve 800,000 250,000 (1,050,000) 0 OPEB Reserve 250,000 400,000 (650,000) 0 Self-Insurance 250,004 0 0 250,004 Technology Fund 587,011 80,000 (150,920) 516;091 0` Fund Balance 516077883 1 11,573,923 (1277007643) 4,481,163 Discretionary Set-Asides Facility Repair/ Replacement 1,241,371 0 (404,000) 837,371 PW Corp Yard 3,111,633 500,000 (30,000) 3,581,633 Park Development 1,150,628 750,000 (1,252,325) 648,303 Streets / Drainage 1,640,748 iii 570,000 (853,707) 1,357,041 Emergency repairs 100,000 0 0 100,000 Open Space Management 25,141 0 0 25,141 Fund BalanceV 712697521 1,820,000 (275407032) 6,549,489 RestrictedFunds Cypress Hollow District 30,370 16,776 (23,000) 24,146 Town Owned Housing Fund 393,660 127,285 (91,567) 429,378 Heritage and Arts Project Fund 4,308 1,000 0 5,308 . Low&Moderate Income Fund 1,215,003 18,225 (23,374) 1,209,854' Open Space Acquisition Fund 195,952 ; 2,939 0 198,891 State Gas Tax 1,60'1,272 251,614 (248,955) 1,603,931 SB 1 Funding 35,561 161,069 (53,693) 142,937 County Measure A - Transportation 269,010 118,035 (114,000) 273,045 County Measure B Funds 110,849 1,663 0 112,512 ' County Measure A-Parks 35,729 72,903 (72,368) 36,264 Street Frontage Improvements 2 0 0 2 1972 Open Space Bonds 30,233 600 0 30,833 Tiburon Circulation System 112,127 31,682 0 143,809 Tiburon Long Range Planning 306,250; 49,594 (20,000) 335,844 Bunch Grass Fund 134,527 2,018 0 136,545 Parks In-Lieu 138,083 571 0 38,654 Tiburon Planning Area Mitigation 1897969 2,850 0 192,819 Street Impact 2,930,167' 454,302 (1,192,128) 2,192,341 Drainage Impact 24,665; 15,000 (30,000) 9,665 Fund Balance 71657,737 1,328,126 (118697085) 7,116,778 Sub-Total Fund Balance 2075359141 ' 1$71477430 Unallocated GF Reserve 37557,396 719,507 (21900,000) 1 ,376,903 Y L Total Fund Balance X42 k 3 ,' e9; 4,33 Estimated Unallocated GF Reserves - June 30, 2019= $1 ,376,903 Town Council Meeting TOWN OF TIBURON April 3, 2019 1505 Tiburon Boulevard Agenda Item: AI - 3 Tiburon, CA 94920 STAFF PO . To: Mayor and Members of the Town Council From: Department of Administrative Services Subject: Standing Committee: Environment and Sustainability i Reviewed By: (- 61&el Greg Chanis,Town Manager Benjamin Stock,"Town Attorney SUMMARY Counciltnember Welner has requested the Council consider creating a committee of the Town COUnCil to study environmental and sustainability practices in the Town. RECOMMENDED ACTION(S) 1. Consider formation of a standing or ad hoe committee related to the environment and sustainability; and if formed 2. Define the committee's mission and goals; and 3. Appoint members to serve on the committee. BACKGROUND Members of the Town Council are appointed to serve on a variety of Town committees, both ad hoc and standing. to study issues or projects in "Town. At the March 20. 2019 Town Council meeting, Councihnember Wehner requested a future agenda item to consider formation of a Council committee to study issues related to the environment and sustainability, and make recommendations to the Town Council on such matters. ANALYSIS First, as a point of reference, over the past 3 years. the Town has actively addressed a variety of issues related to the environment and sustainability. These include: • Conversion of cobra head strectlights to LED. • Purchase of EV vehicles when appropriate for the Town fleet. Three of the four vehicles at"Down 1-]all are now EV's, with the fourth being a hybrid. • Installation of solar arrays on both Town Hall and the Ranch facility, and currently considering a Purchase Power Agreement for the installation of a solar array at the Police Station. Town Or TIBURON PAGE 1 OF 3 • Increase our level of enforcement related to illicit discharges into our stormwater system. • hnstallation of hand dryers in restrooms at Town Hall to reduce paper solid waste. • Conversion of all Town electric utility accounts to 100% Deep Green. • Replacement of older irrigation controllers with 'smart" controllers in large irrigated areas. • Purchase of a wood chipper-and constructed storage bins to reduce the amount of green waste being disposed of at landfills. • Require residents to install solar arrays on all new homes constructed. • Town has adopted Tier I Green Building Standards for all new homes and commercial buildings. Many of our neighboring communities have worked on similar issues. In addition, several have appointed commissions or committees that work on various projects/issues related to the environment and sustainability, such as: Electric vehicles and EV Charging Stations, Single-use food service ware bans, Climate Action Plans, and development and implementation of"green" policies within the Town (such as green buildings, use of solar on Town-owned buildings, waste reduction, etc.). If the Council were to create a committee on this subject, it will need to determine whether the proposed committee is a standing committee, or an ad-hoc committee. As a reminder, to be considered ad-hoc, a committee must be formed for a defined purpose with a limited time frame, otherwise, it would be a standing committee, subject to the Brown Act. FINANCIAL IMPACT Staff anticipates no direct fiscal impact to the Town by creation of this committee. ENVIRONMENTAL REVIEW Staff has preliminarily determined that adoption of this item is statutorily exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15378 of the CEQA Guidelines in that it does not constitute a project under CEQA. RECOMMENDATION Staff recommends that the Town Council I. Consider-formation of a standing or ad hoc committee related to the environment and sustainability; and if formed 2. Define the committee's mission and goals; and 3. Appoint members to serve on the committee. Prepared By: Lea Stefani,Town Clerk Tm\N or Tlt;t;ttoti PnGI 2 0l�3 Town Council Meeting TOWN OF TIBURON April 3, 2019 1505 Tiburon Boulevard Agenda Item: Al - 4 Tiburon, CA 94920 STAFF O . To: Mayor and Members of the Town Council From: Office of the Town Manager Subject: Possible Single-Use Food Service Wares Ordinance Reviewed By: l<: N/A G-ea Chanis,Town Manager Benjamin Stock,Town Attorney SUMMARY Council will discuss the possibility of enacting an ordinance related to restricting the use of certain single use foodservice ware items in Tiburon. RECOMMENDED ACTION(S) 1. Discuss the item and provide direction to staff regarding future action on this item:, if any. BACKGROUND At the March 20, 2019 Council meeting, COUncilnelnber Thier expressed interest in Council having a discussion regarding a potential ordinance related to restricting the use of certain single use foodservice ware items in Tiburon. Councilmember Thier also referenced a recently adopted ordinance from San Ansel-no as an example. Attached as Exhibit I is a copy of the San Anselmo ordinance. Also, attached as Exhibit 2 is an information sheet on a similar ordinance from the City of South Pasadena. ANALYSIS No further analysis provided. FINANCIAL IMPACT Staff anticipates no direct fiscal impact to the Town by discussion of this item. ENVIRONMENTAL REVIEW Staff has preliminarily determined that this item is statutorily exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15378 of the CEQA Guidelines in that it does not constitute a project under CEQA. RECOMMENDATION Staff recommends that the Town Council: TOWN OF TIBURON PAGE I OF 2 1. Discuss the item and provide direction to staff regarding future action on this item; if any. Exhibit(s): I. Town of San Ansehno Ordinance 2. City of South Pasadena Information Sheet Prepared By: Greg Chanis,Town Manager ToNN N* oI.">['[l3urzoN, P. (,,v 2 or 2 ORDINANCE NO. AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF SAN ANSELMO ADDING NEW CHAPTER TO TITLE 6 BUSINESSES, PROFESSIONS, AND TRADES REGULATING SINGLE USE FOOD SERVICE WARE WHEREAS, the Town Sustainability Commission held a meeting on May 29, 2018, and unanimously recommended that the Town Council adopt an ordinance to regulate single use food service ware: and WHEREAS, the Town Council seeks to protect the health and safety of its citizens, the natural environment and the Town economy; WHEREAS, the Town Council finds the provisions of this ordinance consistent with the goals and policies of the Town's General Plan and Climate Action Plan. NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF SAN ANSELMO DOES ORDAIN AS FOLLOWS: SECTION 1. This Ordinance was assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the Town. The Town Council hereby finds that under Section 15061(b)(3) of the State CEQA Guidelines, this Ordinance is exempt from the requirements of CEQA because it can be seen with certainty that the provisions contained herein would not have the potential for causing a significant effect on the environment. It also finds the Ordinance is exempt from the requirements of CEQA pursuant to CEQA Guidelines Sections 15307 and 15308 as an action by a regulatory agency taken to protect the environment and natural resources. SECTION 2. Title 6 Businesses, professions, and Trades is amended to add a new Chapter 7 as follows: 6-7.01 Findings and Intent The Town Council of San Anselmo hereby finds: (a) The "Town of San Anselmo has a desire and duty to protect its natural environment and the health of its citizens and economy. Our throw-away culture is leading to a proliferation of plastics in our food, air, and drinking water. According to the 2017 Clean Water Fund review, 67% of trash entering San Francisco Bay is food and beverage packaging. (b) The Town of San Anselmo is committed to reducing waste and carbon emissions contributing to our Zero Waste goals . Food service ware items made from plastics are lightweight and can be picked up by the wind creating waste that easily travels from land to inland waterways. It breaks down into small pieces in the ocean. Mistaken for food by birds and other marine wildlife, when ingested, it can impact their digestive tracts, often -I- EXHIBIT 1 leading to death. Furthermore, marine plastic has been detected in seafood sold for human consumption. (c) Eliminating the use of polystyrene (EPS) and polypropylene products and other non- compostable food service ware including plastic utensils and plastic straws maximizes the operating life of landfills and will help to lessen the economic and environmental costs of managing waste. Businesses may benefit by this cost savings while also boosting customer satisfaction. This will also help protect our town's environment from contamination and degradation making it a cleaner, healthier town to all citizens and visitors. (e) Single-use food service ware may threaten public health because many types contain many additives that are known or suspected carcinogens or endocrine disruptors, such as phthalates, perchlorate, and fluorinated chemicals. These additives are known to leach from food service ware into the food and beverages they contain. (d) Fluorinated chemicals, also known as per- and polyfluorinated alkyl substances ("PFAS"), are synthetic chemicals commonly used in and on single-use service ware products to repel water and grease. A 2018 Center for Environmental Health study found that 57% of tested food service ware contained significant levels of fluorinated chemicals. Fluorinated chemicals are extremely persistent in the environment, leach into food, and can be taken up from soil into food. In 2016, the FDA rescinded its approval for use of three such fluorinated chemicals from food contact materials due to associated heightened risks of cancer, toxicity, and other health effects. Other PFAS chemicals have similar chemical structures, and may pose similar risks. 6-7.02—Definitions As used in this chapter, the following terms are defined in this section: Compostable means all materials in the product or package will break down into or otherwise become part of, usable compost (e.g., soil-conditioning material, mulch) in a safe and timely manner at the Municipal compost facility. Compostable or bio-degradeable items must be recognized by the US Department of Agriculture as feedstock for compost used in organic farming. Compost Receptacle means receptacle to dispose all compostables that meet WM rartheareO (Redwood Facility) guidelines. t✓1lstnn?er means anv nerson obtain.na nrenarPri food from a food Nienrint-. Disposable food service vnare means all containers, bowls, plates, trays, cartons, cups, lids, straws, forks, spoons, knives and other items that are designed for one time use and on, or in, which any food vendor directly places or packages prepared food or which are used to consume foods. This -2- includes, but is not limited to, food service ware for takeout foods and/or leftovers from partially consumed meals prepared by food vendors. FDA Compliant means meeting US Food and Drug Administration rules for safety. Fluorinated Chemical means a class of fluorinated organic compounds containing at least one fully fluorinated carbon atom, also known as perfluoroalkyl and polyfluoroalkyl substances, or PFAS chemicals Food vendor means any restaurant, bar, retail food vendor, or food truck, school meal providers located or operating within the Town of San Anselmo. FSC means Forest Stewardship Council. Garbage Receptacle means receptacle to dispose all garbage meeting Marin Sanitary guidelines. Municipal compost.facility means WM EarthcareTM Compost Facility at Redwood Landfill, or the facility used by the Town's current waste hauler for composting organic material. PET means Polyethylene Terephthalate, 100%recyclable clear plastic used for water& soda bottles. Polypropylene meads a plastic made from monomers and produced from a process called polymerization. Monomers, single sequence molecules, such as ethylene and propylene are produced from natural gas and oil. Plastic utensils are typically made from Polypropylene or Polystyrene. Polystyrene & Polystyrene Foam means and includes blown polystyrene and expanded and extruded foams (EPS) which are thermoplastic petrochemical materials utilizing a styrene monomer and processed by any number of techniques including, but not limited to, fusion of polymer spheres (expandable bead polystyrene), injection molding, foam molding, and extrusion-blown molding (extruded foam polystyrene). Polystyrene foam is generally used to make items such as cups, bowls, plates, trays, clamshell containers, meat trays, egg cartons and ice chests. Polystyrene is also used to make plastic utensils. Prepared food means food or beverages that are served, packaged, cooked, chopped, sliced, mixed, brewed, frozen, squeezed or otherwise prepared for consumption and includes takeout food. For the purpose of this section, prepared food does not include raw, butchered meats, fish and/or poultry sold from a butcher case or similar retail appliance. Planning Director means the Planning Director of the Town of San Anselmo or the Planning Director's designee. Restaurant, for the purposes of this section, means any establishment located within the Town of San Anselmo that sells prepared foods for consumption on, near, or off its premises by a customer including itinerant restaurants, pushcarts, farmers market and vehicular food vendors. -3- Retail food vendor means any store, shop, sales, outlet, food truck, or other establishment, including a grocery store or a delicatessen, other than a restaurant, located within the Town of San Anselmo that sells prepared food. Reusables mean food service ware items that can be reused including tableware, drink vessels, to go containers, straws. Schools means all public and private schools in San Anselmo that serve food and use disposable service ware, including all preschools, grade schools, high schools, colleges and graduate schools. Single-use straw means a tube for transferring a beverage from its container to the mouth of the drinker that is intended for single use. Town facilities means any building, structure or vehicle owned or operated by the Town of San Anselmo. Town Manager means the Town Manager for the Town of San Anselmo or the Town Manager's designee. Wood means wooden utensils made from FSC-certified birch wood or other wood approved by WM EarthcareTM Compost Facility. Unlined paper means BPI-Certified food service ware that has no added lining and is approved by WMEarthcareTM Compost Facility. 6-7.03 —Food Service Ware Prohibited. (a) All food vendors and all schools are prohibited from providing prepared food to customers in disposable food service ware that uses any forms or parts of polypropylene or polystyrene materials or materials that contain Fluorinated Chemicals. (b) All persons in charge of Town facilities are prohibited fi-om using or purchasing disposable food service ware that uses any forms or parts of polypropylene or polystyrene materials or materials that contain Fluorinated Chemicals for use at Town facilities. 6-7.04—Plastic-Free & Compostable Plastic Free - Straws, stirrers, toothpicks, beverage plugs, and cocktail sticks must be plastic free. All single use straws must be made of compostable paper. Strict compliance is not required in instances where it would interfere with accommodating for any person's medical needs. 6-7.05 - Customer Request for Accessories - Single-use food service ware accessory items must be provided only upon customer request or by self-serve including: straws, sleeves, lids, stirrers, beverage plugs, utensils, condiment packets and napkins. -4- 6-7.06—Compostable Food Service Ware Required (a) All food vendors, all schools and the Town are strongly encouraged to provide reusable food service ware in place of disposable food service ware. (b) All food vendors and all schools shall use Compostable food service ware that is accepted by Municipal Compost facility, to be disposed in Compost Cart. See Exemptions 6-7.0613 for undue hardships. (c) All persons in charge of Town facilities will use Compostable food service ware that is accepted by Municipal Compost Facility, to be disposed in Compost Cart. Agents, contractors, and vendors doing business with the Town that involves food service shall use the same Compostable food service ware in Town facilities or on Town projects. See Exemptions 6-7.06B for undue hardships. (d) If a service ware item is not available in a material that can be composed by the Municipal compost facility (Compostable item), an alternative item made of compostable material that is not accepted by the Municipal compost facility may be used, to be disposed in Garbage Cart. (e) In instances where food vendors use Compostable food service ware that is higher priced than their current service ware, a food vendor may charge a "take-out fee" to customers to cover the cost difference. 6-7.07 —Polystyrene Foam Coolers Prohibited The sale of polystyrene (EPS) foam coolers, ice chests and food service ware is prohibited within the Town of San Anselmo on or after June 1, 2019. 6-7.08 Exemptions The following exemptions shall apply to this chapter: (a) Organizations packaging prepared foods outside the Town of San Ansclmo are exempt from the provisions of this chapter; provided, however, such persons are encouraged to follow the provisions of this chapter. (b) Food vendors shall be exempt from the provisions of this chapter for no more than one year if the Town Manager or his or her designee finds that an undue hardship exists. The phrase "undue hardship" shall be construed to include, but not be limited to, situations where a food vendor can demonstrate to the satisfaction of the Town Manager or his or her designee that there is significant difficulty or expense incurred by meeting the requirements of this chapter which difficulty or expenses directly impacts the food vendor's ability to conduct business or deprive the food vendor of a legally protected right. "Significant difficulty" will be established based on, but not limited to, the food vendor's documenting the list of suppliers contacted and explaining how the food vendor has determined that no acceptable disposable food service ware is available at a commercially reasonable price, and reasons -5- which are particularly burdensome to the food vendor and it type of operation(s) or the food served. "Significant expense" will be based on, but not limited to, demonstrating that the disposable food service ware is not available at a commercially reasonable price and the additional cost associated with providing the disposable food service ware is particularly burdensome to the food vendor based on the type of operation(s) affected, the overall size of the business, the number, type and location of its facilities and the impact on the overall financial resources of the food vendor. In determining whether a significant expense has been established, the Town Manager or his or her designee shall consider the ability of the food vendor to recover the additional expense by increasing its prices, the availability of tax credits and deductions, and/or outside funding. (c) Disposable food service ware composed entirely of aluminum is exempt from the provisions of this chapter. (d) Coolers and ice chests that do not have exposed polystyrene and that are designed for reuse are exempt from the provisions of this chapter. (e) Emergency Supply and Services Procurement. The Town Manager or his or her designee may, exempt food vendors, persons operating Town facilities and agents, contractors, and vendors doing business with the Town, from the provisions of this section for the immediate preservation of the public peace or health or safety due to a declared emergency or natural disaster. 6-7.09 —Enforcement, violation and penalties (a) The Town Planning Director or his/her designee has primary responsibility for enforcement of this chapter. (b) If the Planning Director or his/her designee determines that a violation of this chapter has occurred; he/she will issue a written warning notice to the food provider or vendor specifying that a violation of this chapter has occurred and which further notifies the food provider or vendor of the appropriate penalties to be assessed in the event of future violations. The food provider or vendor will have 30 days to comply. (c) Any food provider or vendor that violates or fails to comply with any of the requirements of this chapter after a written warning notice has been issued for that violation shall be guilty of an infraction. (d) Any violation of the provisions of this ordinance is hereby declared a public nuisance and shall be subject to abatement in the manner set forth in Title 1 Chapter 2. (e) The remedies provided 111 this section shall be coin ulatlVe and not exclusive. (1) The town attorney may seek legal, injunctive, or other equitable relief to enforce this chapter. -6- (g) Six months after the effective date of the ordinance, violations of this ordinance shall be punishable as follows: (1) A fine not exceeding one hundred dollars ($100.) for the first violation 30 days after the first warning. The director of Planning or the Director's designee may allow the violating provider in lieu of payment of the fine, to submit receipts demonstrating the purchase after the citation date, of at least $100. worth of biodegradable, compostable, or recyclable products appropriate as an alternative disposable food service ware for the items which led to the violation. (2) A fine not exceeding two hundred dollars ($200.) for the second violation 60 days after the first warning. (3) A fine not exceeding five hundred dollars ($500.) for the third violation 90 days after the first warning and for each additional 30-day period during which the food provider or vendor is not in compliance. (4) Food providers or vendors who violate this Chapter in connection with events authorized by the Town shall be assessed fines as follows: (a) A fine not to exceed $200 for an event of 1 to 200 Persons. (b) A fine not to exceed $400 for an event of 201 to 400 Persons. (c) A fine not to exceed $600 for an event of 401 to 600 Persons. (d) A fine not to exceed $1000 for an event of 600 or more Persons. Any food provider or vendor who receives a written warning notice or fine may request an administrative review of the accuracy of the determination or the propriety of any fine issued, by filing a written notice of appeal with the Town Manager no later than thirty (30) days after receipt of a written warning notice or fine, as applicable. The notice of appeal must include all facts supporting the appeal and any statements and evidence, including copies of all written documentation and a list of any witnesses that the appellant wishes to be considered in connection with the appeal. The appeal will be heard by the Town Manager. The Town Manager will conduct a hearing concerning the appeal within forty-five (45) days fi-om the date that the notice of appeal is filed, or on a later date if agreed upon by the appellant. The Town Manager and will give the appellant ten (10) days prior written notice of the date of the hearing. The Town Manager may sustain, rescind, or modify the written warning notice or fine, as applicable, by written decision. The Town Manager will have the power to waive any portion of the fine in a manner consistent with the decision. The decision of the Town Manager is final and effective on the date of service of the written decision, is not subject to further administrative review, and constitutes the final administrative decision. SECTION 3. Severability. The Town Council hereby declares every section, paragraph, sentence, cause and phrase is severable. If any section, paragraph, sentence, clause oi- phrase of this ordinance is for any reason found to be invalid or unconstitutional, such invalidity, or -7- unconstitutionality shall not affect the validity or constitutionality of the remaining sections, paragraphs, sentences, clauses or phrases. SECTION 4. Inclusion in the San Ansehno Municipal Code It is the intention of the San Anselmo Town Council that the text in Section 2 be made a part of the San Anselmo Municipal Code and that the text may be renumbered or relettered and the word "Ordinance" may be changed to "Section", "Chapter", or such other appropriate word or phrase to accomplish this intention. SECTION 5. Effective date - June 1, 2019. This Ordinance shall go into effect on June 1, 2019 and shall be posted or published as required by State law. THE FOREGOING ORDINANCE was introduced at a regular meeting of the San Anselmo Town Council on , 2018, and was adopted at a regular meeting of the San Anselmo Town Council on by the following vote: AYES: NOES: ABSENT: ABSTAIN: -8- RIF r _ DOW � 9 < ' 10 / EXPANDED POLYSTYRENE e DISPOSABLE FOOD SERVICE Q11 WARE BAN FAQ SHEET g� ; Background On November 16, 2016 the South Pasadena City Council unanimously voted to ban the use of expanded polystyrene disposable food service ware within South Pasadena (SPMC 16.40). What is Expanded Polystyrene? Expanded polystyrene (EPS), also known by its trademark name, Styrofoam, is a foamed plastic material commonly used for single-use disposable food service ware such as cups, plates, trays, bowls, and hinged or lidded containers. EPS is identified by the recycling symbol #6. While EPS is technically recyclable there is, to date, no meaningful recycling of EPS due to high food contamination rates and a very weak market to clean, handle, and process the material. Why Did The CitV Ban Expanded Polystyrene? Expanded polystyrene is a non-biodegradable material that tends to break up into very small pieces that are dispersed widely due to their lightweight nature. This plastic waste causes significant environmental damage to the beach and wildlife. Polystyrene is made from crude oil and when improperly disposed of, persists in the environment for hundreds of years. The City banned single-use EPS food service ware in response to community requests and concern over long term environmental impacts. When Does The Ordinance Take Effect? Until October 2017, the City will engage in an educational campaign to allow contractors, business owners, etc. to transition away from EPS to reusable, recyclable, or compostable alternatives. From October 1 through December 31, 2017, the City will only issue warnings for violations of the Ordinance. On January 1, 2018, Code Enforcement will begin issuing tickets for violations of the Ordinance. Who Must Comply With The New Ordinance? Food providers or nonprofit food providers shall not provide prepared food to their customers in disposable food service ware made of EPS; nor shall they purchase, obtain, keep, distribute, sell for home or personal use, or give, serve, or otherwise provide to customers any disposable food service ware made of EPS. Food provider includes but is not limited to (1) a grocery store, supermarket, restaurant, drive-through, cafe, coffee EXHIBIT 2 shop, snack shop, public food market, farmers' market, convenience store, or similar fixed place where prepared food is available for sale on the premises or for take-away consumption, and (2) any mobile store, food vendor, caterer, food truck, vending machine or similar mobile outlet. Food provider also includes any organization, group or individual that regularly provides prepared food to its members or to the general public as a part of its activities or services. The ordinance also covers food containers purchased by city staff, city- sponsored events, city co-sponsored events, city-managed concessions and city-permitted events. What Types of Containers Are Banned? This ban applies to single-use disposable containers intended for serving or transporting prepared, ready-to- eat food or beverages. Examples include cups, plates, trays, bowls, and hinged or lidded containers. It does not apply to food items that are packaged outside of the City or that are used for raw, butchered, ground, chopped, or sliced meats, fish, and/or poultry sold from a butcher case or similar retail appliance for subsequent preparation. What Types of Containers Are Acceptable to Use? Any material other than expanded or foam polystyrene is acceptable. Examples would include; oriented, rigid, or clear polystyrene, coated paper, uncoated paper, compostable plant fiber, bio-plastics, aluminum, recyclable plastics, or compostable material. Are There Exemptions? This ban does not apply to food items which are packaged outside the boundaries of the city, provided that such food is not altered, packaged or repackaged within the city limits; food brought by individuals for personal consumption to city facilities, including but not limited to city parks, and centers, provided that the city facility is being used for individual recreation or similar purposes and such facility use is not part of a larger organized event that is otherwise governed by SPMC Section 16.42 (B-E); or EPS coolers and ice chests that are intended for reuse are exempt from the provisions of this Chapter. Nor does it apply to food packaging required to be purchased under a contract entered into one year prior to the effective date of this ordinance, and shall apply for up to one (1) year thereafter. What Are The Penalties For Non-compliance? Upon violation, a written warning notice will be issued. The first violation after the warning will be a $100 fine followed by a $200 fine for a second violation, and a $500 fine for every subsequent violation thereafter. 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Pape,-Straws. jtcns,,ls it ICNIM R o anal owl", aC ".i i�/l/ '� a \\amu� `�.ca..f,�^�.!> ���� .......�,..�M� �.•� a \• \ �\';.. f \,\. ���,. ��\fii� \ cam\ y,r"•r.,.. e'��\a '•,�.�.. ., y /„ ;,.� ,�"Jt c�\\ .\ � � \�.� s \a\\•. k\^� .mac \.� rte: r.,. \ fir''„�, f �• \ a �e. \. �','�' ✓ �a� \,.\�\��'.��✓��t�1 �\moi\���,� ,.� �: "^«,^..,;..T_tea' s,�: „,.. �>,�. ,,, .a t ... "w+a�®�r \ BOLD & SWIFT ACTION Is NEEDED NOW San Francisco r `�� land ,`., . . . ....' v It's crucial for the health & sustainabler for every resident & the Planet. / f f a Sum" My— WAS- Raw - / WMA / l; l c r � J l F 1 r C t 2 ✓ � 3 �. L`�✓' v y SON yf j \ r J / March 26, 2019 Dear Tiburon Town Council, We request your endorsement of an Amazon to Reuse Boxes initiative, on behalf of the residents of Tiburon. A group of Marin residents is petitioning Amazon to do a pilot Amazon Pick Up Program in Marin County, in which delivery trucks pick up used Amazon boxes on subsequent deliveries and return them to Amazon warehouses for reuse. Hank Cauley, Conservation International, Sr. VP of Environmental Leadership in Business, is advising us. He has directed us to: 1) collect 10,000 signatures to demonstrate that there is sufficient interest among Amazon customers in Marin to offer the program, and 2) garner endorsements from organizations and local government in the cities of Marin to elevate the issue inside Amazon. Support for an Amazon Pick up Program is widespread in Marin and signatures have climbed to 3,000 (online and in-person). Mill Valley Refuse, the Redwood High School Environmental Action Club, Tiburon Mail Service, and the City of Belvedere have endorsed the initiative. In its Climate Action Plan, the Town of Tiburon has committed to waste reduction and the minimization of"emissions from the decomposition of waste generated by Tiburon residents and businesses in landfills outside the Town limits". Reuse of cardboard boxes is key to these goals. Reuse reduces the number of boxes going to the landfill, thereby reducing methane gas emissions from decomposing cardboard. Reuse eliminates the need to re-manufacture boxes, conserving natural resources (timber, water) and producing no pollution. According to "USA Today" (6/8/18) an average of 25 percent of all cardboard is recycled in the U.S.; 75% goes to the landfill. One hundred million Amazon Prime Members place an estimated 5.2 billion orders a year, worldwide. Based on these numbers, over 3.5 billion Amazon boxes go to the landfill annually. We need to safeguard the beauty of Marin County. Please: 1) "support the Amazon to Reuse Boxes petition", and 2) provide a link on the Tiburon Town website for residents to read about the initiative. The link is: Sincerely, Ann Eve Hazen (Tiburon) Tina Meinig (Tiburon) Lisa Jason (Tiburon) Jennifer Hull (Tiburon) Sally Tao (Tiburon) Christine Cole (Tiburon) Heather Lobdell (Tiburon) Kimberly Brooks (Tiburon) Catherine Kennedy, MD (Tiburon) Carolyn Lund (Belvedere) Jeanette Richards (Tiburon) Barbara Winter (Belvedere) Wayne Gilbert (Tiburon) Suzanne Morgan (Belvedere) Christine Gazulis, PhD (Tiburon)