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TC Agd Pkt 2021-05-05
TOWN OF TIBURON Tiburon Town Hall 1505 Tiburon Boulevard Tiburon, CA 94920 Tiburon Town Council May 5, 2021 Regular Meeting 5:00 P.M. TIBURON TOWN COUNCIL AGENDA CORONAVIRUS (COVID-19) ADVISORY NOTICE On May 18, 2020, the Marin County Public Health Officer issued a legal order directing residents to shelter at home until further notice. The order limits activity, travel and business functions to only the most essential needs. Additional information is available at https://coronavirus.marinhhs.org/ Consistent with Executive Orders No. N-25-20 and No. N-29-20 from the Executive Department of the State of California, the Town Council meeting will not be physically open to the public and all Council Members will be teleconferencing into the meeting. To maximize public safety while still maintaining transparency and public access, members of the public can access the meeting by following the meeting live at: Audio/Video Webinar: https://zoom.us/j/95168310744 Webinar ID: 951 6831 0744 Call-in Number: +1 669 900 6833 Access Code: 951 6831 0744 Instructions for providing public comment live during the meeting using Zoom are linked on the Town’s website and to this agenda. Members of the public may provide public comment by sending comments to the Town Clerk by email at comments@townoftiburon.org. Comments received prior to the start of the Council meeting will be distributed electronically to the Town Council and posted on the Town’s website. Comments received after the start time of the Council meeting, but prior to the close of public comment period for an item, will then be read into the record, with a maximum allowance of 3 minutes per individual comment, subject to the Mayor’s discretion. All comments read into the record should be a maximum of 500 words, which corresponds to approximately 3 minutes of speaking time. If a comment is received after the agenda item is heard but before the close of the meeting, the comment will still be included as a part of the record of the meeting but will not be read into the record. Any member of the public who needs accommodations should email or call the Town Clerk who will use their best efforts to provide reasonable accommodations to provide as much accessibility as possible while also maintaining public safety in accordance with the Town’s procedure for resolving reasonable accommodation requests. All reasonable accommodations offered will be listed on the Town’s website at www.townoftiburon.org. CALL TO ORDER AND ROLL CALL Councilmember Fredericks, Councilmember Kulik, Councilmember Ryan, Vice Mayor Welner, Mayor Thier 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 limit your comments to three (3) minutes. INTERVIEWS FOR VACANCIES ON TOWN BOARDS & COMMISSIONS • Kindra Lee, Heritage & Arts Commission (1 vacancy) PRESENTATIONS P-1. Update on American Rescue Plan Act Funding 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 31, 2021 special meeting of the Town Council (Department of Administrative Services) CC-2. Investment Summary – Adopt investment summary for month ending March 31, 2021 (Department of Administrative Services) CC-3. Appeal Procedures – Adopt resolution amending Town Council Appeal Procedures (Department of Administrative Services) CC-4. Apex Technology Management – Authorize the Town Manager to execute a Professional Services Agreement with Apex Technology Management to provide managed IT services for the Town (Department of Administrative Services) CC-5. Mayor’s Procamation – Authorize Mayor’s Proclamation declaring May 16-22, 2021 Public Works Week (Department of Public Works) ACTION ITEMS AI-1. Appointments to Town Boards & Commissions – Consider appointment to Heritage & Arts Commission (Department of Administrative Services) AI-2. Hawthorne Utility Undergrounding District – Consider adoption of a Resolution of Issuance that would provide the necessary authorizations to proceed with the sale of bonds (Department of Public Works) AI-3. Hawthorne Utility Undergrounding District – Consider adoption of 5 Resolutions of Necessity that would initiate proceedings to acquire easements by eminent domain at 5 properties within in the District (Department of Public Works) TOWN COUNCIL REPORTS TOWN MANAGER REPORT 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 make 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 Clerk 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 Hearing(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 are assigned to items appearing on the Town Council agenda. From:Bronia Hill To:Town Cc:Diversity; Greg Chanis; Benjamin Stock; Lea Stefani Subject:Questions concerning the independent investigation of the Yema incident Date:Tuesday, May 4, 2021 7:01:22 PM CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Dear Councilmembers, I'm writing to inquire about the independent investigation that was commissioned by TheTown Council to investigate the Yema incident of August of last year. This was put out to the town by Former Mayor Fredericks on September 1, 2020: "Finally, at Thursday’s meeting, I reported the Town was committed to conducting a fair,thorough and independent investigation. Sergeant Blasi’s resignation does not change that, and in fact, he has committed to fully cooperating in that effort. Over the next 2 weeks, we will becompleting the preliminary steps required in these matters, and we expect Vida Thomas, with the Law Offices of Amy Oppenheimer, to begin this important work in mid-September." In the interest of transparency and accountability, I ask you to help me understand exactly whythe results of this independent investigation cannot be released to or even viewed by Council Members. 1) What specific privacy laws prevent this report from being released? 2) Are you able to release a name-redacted version of the report? 3)Who exactly has been able to review the report? 4) How will the findings of the investigation be utilized/applied? 5) How much did this engagement/investigation cost? I will be bringing this to tomorrow's town council meeting and would appreciate it if youwould add this note as late mail to the agenda packet so that everyone is informed. Thank you! As a community we can and must do better. -- Bronia Hill (she/her) 415-601-0157 LATE MAIL - ORAL COMMUNICATIONS TOWN OF TIBURON PAGE 1 OF 2 STAFF REPORT To: Mayor and Members of the Town Council From: Department of Administrative Services Subject: Staff Presentation/Update on American Rescue Plan Reviewed By: _________ Greg Chanis, Town Manager ________ Benjamin Stock, Town Attorney SUMMARY The Council will receive a brief presentation from staff related to the American Rescue Plan. RECOMMENDED ACTION(S) 1. No action related to this item BACKGROUND The American Rescue Plan Act (ARP) provides $350 billion in emergency funding for state, local, territorial, and Tribal governments to respond to the COVID-19 public health emergency, or its negative economic impacts, including by providing assistance to households, small businesses, and nonprofits, or aid to impacted industries, such as tourism, travel, and hospitality; respond to workers performing essential work during the COVID-19 pandemic by providing premium pay to eligible workers of the State, territorial or Tribal government performing essential work or by providing grants to eligible employers that have eligible workers; provide government services, to the extent COVID-19 caused a reduction of revenues collected in the most recent full fiscal year of the State, territorial, or Tribal government; or make necessary investments in water, sewer, or broadband infrastructure. The Recovery Fund provides funding for critical projects, and includes: • $195 billion for states • $130 billion for local governments, including counties, cities, and smaller local governments • $20 billion for tribal governments • $4.5 billion for territories As part of the ARP, every city and town in the country will receive an allocation from the Recovery Fund, with Tiburon’s allocation estimated at $1.7M. TOWN OF TIBURON 1505 Tiburon Boulevard Tiburon, CA 94920 Town Council Meeting May 5, 2021 Agenda Item: P-1 Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 2 OF 2 ANALYSIS No further analysis provided. FINANCIAL IMPACT Staff anticipates no direct fiscal impact to the Town related to this presentation. CLIMATE IMPACT Staff has determined this action will have no direct climate impact to Tiburon. 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 No action related to this item. Exhibit(s): 1. National League of Cities American Rescue Plan Act Slides EXHIBIT 1 The American Rescue Plan Act National League of Cities •The American Rescue Plan Act became law on March 11th, 2021 (P.L. 117-2) •For the first time, all 19,000 municipal governments are entitled to a direct, non - competitive federal formula grant from the U.S. Treasury Department. •Direct funding means: 1.All cities, towns, and villages are entitled to a federal grant from the new Coronavirus Local Fiscal Recovery Fund. 2.Aid obligated to municipalities is not in any way mingled with aid obligated to state or county governments. 3.Aid for municipalities is protected from state our county interference by iron- clad statutes compelling states to comply, including penalties for states that fail to carry out their responsibilities to small cities and towns. Tell Your “Respond, Rebuild, Recover” Story Urgent Funding to Stabilize Government Operations, Households, and Small Businesses 1.Use dedicated grants and programs first whenever possible •Save Local Fiscal Recovery Funds for gaps and priorities not eligible for other federal and state assistance programs 2.Assess government operations AND community needs •Ask valuable staff and stakeholders for help creating a comprehensive needs assessment; be prepared to pivot 3.Prioritize fiscal stability and returning to work •Save pet projects for earmarks 4.Maintain records and document success •Create long-term information infrastructure for your future leaders 5.Your Congressional Delegation is part of your success •Invite Members of Congress to re-openings, ribbon-cuttings, etc... Principles for Coronavirus Local Fiscal Recovery Fund The $360 billion in funding under this section is broken down as follows: •State Governments:$195.3 billion •Tribal Governments:$20 billion to federally recognized tribal governments •Local Governments:$130.2 billion split evenly into •$65.1 billion for 19,000+ municipal governments; and •$65.1 billion for 3000+ county governments •New “Capital Project Fund”: $10 billion for broadband grants to states •“to carry out critical capital projects directly enabling work, education, and health monitoring, including remote options, in response to the public health emergency.” Coronavirus State and Local Fiscal Recovery Funds $65.1 billion in funding to address an estimated $90 billion combined revenue shortfall. •Most cities will not receive a grant amount that is completely equal to their needs Grant Calculations Based on a Modified CDBG formula •70% of funds, or $45.5 billion, is obligated to cities with 50,000 or more residents •Grant calculations based on population size, poverty rates, and measures of housing instability. (Prioritizes targeting to need) •30% of funds, or $19.5 billion, is obligated to cities with less than 50,000 residents •Grant calculations based on population size only. (Prioritizes simplification) Small Cities Cap •Small city grants cannot be greater than an amount equal to 75 percent of the city’s most recent pre- pandemic budget. •Blunt instrument to overcome unavailability of precise data for small localities. 2 Year Funding Certainty •Grants will be released in 2 tranches.½ following enactment and ½ 12 months following receipt of first payment Spending Deadline •Money remains available until December 31, 2024; unexpended funds must be returned to Treasury. Grant Calculations for Cities, Towns, and Villages A.to respond to the public health emergency with respect to the Coronavirus Disease 2019 (COVID–19) or its negative economic impacts, including assistance to households, small businesses, and nonprofits, or aid to impacted industries such as tourism, travel, and hospitality; •No more restrictive than the CARES Act Coronavirus Relief Fund B.to respond to workers performing essential work during the COVID–19 public health emergency by providing premium pay to eligible workers of the metropolitan city, nonentitlement unit of local government, or county that are performing such essential work, or by providing grants to eligible employers that have eligible workers who perform essential work; •Allows a municipality to provide up to $13 per hour above regular wages. C.for the provision of government services to the extent of the reduction in revenue of such metropolitan city, nonentitlement unit of local government, or county due to the COVID–19 public health emergency relative to revenues collected in the most recent full fiscal year of the metropolitan city, nonentitlement unit of local government, or county prior to the emergency; or •Allows revenue replacement. The base year to measure lost revenue against is not the most recent full fiscal year, but the most recent full fiscal year prior to the emergency. D.to make necessary investments in water, sewer, or broadband infrastructure. •Treasury will provide additional guidance Eligible Expenditures Permissions •Recipient governments can transfer funds to a: •Private nonprofit organization •A public benefit corporation involved in the transportation of passengers or cargo •A special-purpose unit of State or local government. •No restrictions on local governments prohibiting tax-cuts or local stimulus payments Restrictions •Small cities may not receive more than 75 percent of the city’s most recent budget •Grant monies may not be used for pension funds -No state, metropolitan city, nonentitlement unit of local government, or county may use funds made available under this section for deposit into any pension fund. •State governments are prohibited from spending to replace revenue declines resulting from tax cuts enacted since March 3, 2021. (Currently subject to lawsuits) Requirements •All grantees shall provide the Treasury Department with periodic reports providing a detailed accounting of the uses of funds Federal Regulations Renter and Homeowner Assistance •$21 billion for Emergency rent relief and utility assistance; extra for rural housing •$10 billion for Homeowner Assistance Fund –mortgage payments, property taxes, utilities, insurance Homeless Intervention •$5 billion for Emergency housing vouchers to address homelessness •$5 billion for HUD Homeless Assistance Programs •$400 million for FEMA Emergency Food and Shelter Program ARP Funding: Housing •NLC is working with the Treasury Department and White House on the implementation of this section of the American Rescue Plan Act, as well as work to make suggestions on guidance. •Weekly NLC Calls on Friday @ 1:30PM EST •If you have any input, questions or to share your ARP Story, please submit through this form which can be accessed by scanning here: ARP Questions Form:https://bit.ly/3eVyvWt Next Steps Membership Regions Katie Colten South Region kcolten@nlc.org | (202) 626-3160 Kirk Ross West Region ross@nlc.org | (202) 626-3093 Alejandra Piers-Torres Midwest Region piers-torres@nlc.org | (202) 626-3160 Timothy Evans Northeast/Mid-Atlantic Region evans@nlc.org | (202) 626-3014 @LEAGUEOFCITIES Page 1 of 4 Tiburon Town Council Minutes #06-2021 March 31, 2021 TOWN COUNCIL SPECIAL MEETING DRAFT MINUTES Consistent with Executive Orders No. N-25-20 and N-29-20 from the Executive Department of the State of California and the County Public Health Department’s May 18, 2020 Shelter-in-Place Order, councilmembers attended this meeting by teleconference. Members of the public were invited to participate in the meeting by live-streaming the meeting on the Town’s website and submitting comments to comments@townoftiburon.org to be included in the public record for the meeting. SPECIAL MEETING – 3:45 P.M. Mayor Thier called the special meeting of the Tiburon Town Council to order at 3:45 p.m. on Wednesday, March 31, 2021. CALL TO ORDER AND ROLL CALL PRESENT: COUNCILMEMBERS: Fredericks, Ryan, Thier, Welner ABSENT: COUNCILMEMBERS: Kulik PRESENT: EX OFFICIO: Town Manager Chanis, Town Attorney Stock, Town Clerk Stefani CLOSED SESSION 1.CONFERENCE WITH PROPERTY NEGOTIATORS Property: 500 Tiburon Boulevard, Tiburon, CA Town Negotiator: Town Manager and Town Attorney Negotiating Parties: Richardson Bay Sanitation District Under Negotiations: Concerning price and terms of payment. 2.CONFERENCE WITH LABOR NEGOTIATORS Town Designated Representatives: Director of Administrative Services SuzanneCreekmore, Town Manager Greg Chanis, and Special Counsel Winter Hankins Employee Organization: Tiburon Police Officer Association and Service Employees International Union ADJOURNMENT – to special meeting Mayor Thier called the special meeting of the Tiburon Town Council to order at 5:15 p.m. on Wednesday, March 31, 2021. ROLL CALL DR A F T CC-1 Page 2 of 4 Tiburon Town Council Minutes #06-2021 March 31, 2021 PRESENT: COUNCILMEMBERS: Fredericks, Ryan, Thier, Welner ABSENT: COUNCILMEMBERS: Kulik PRESENT: EX OFFICIO: Town Manager Chanis, Town Attorney Stock, Director of Public Works/Town Engineer Palmer, Director of Administrative Services Creekmore, Town Clerk Stefani ORAL COMMUNICATIONS There were none. PRESENTATIONS P-1. Introduction of New Town Staff – Ryan Monaghan, Chief of Police CONSENT CALENDAR CC-1. Town Council Minutes – Adopt minutes of March 17, 2021 special and regular meetings of the Town Council (Department of Administrative Services) CC-2. Investment Summary – Adopt investment summary for month ending February 28, 2021 (Department of Administrative Services) CC-3. Marin Emergency Radio Authority – Appoint Chief of Police Ryan Monaghan to serve as the Town’s representative to the Marin Emergency Radio Authority (Department of Administrative Services) CC-4. Electronic Signature Policy – Adopt administrative policy that would authorize Town staff to utilize electronic signatures in lieu of manual (or “wet”) signatures on appropriate Town records (Department of Administrative Services) MOTION: To adopt Consent Calendar Items No. 1-4, as written. Moved: Ryan, seconded by Fredericks VOTE: AYES: Fredericks, Ryan, Thier, Welner ABSENT: Kulik ACTION ITEMS AI-2. Diversity Inclusion Task Force – Consider appointment to the Diversity Inclusion Task Force (Department of Administrative Services) MOTION: To appoint Karen Carrera to the Diversity Inclusion Task Force. Moved: Fredericks, seconded by Thier VOTE: AYES: Fredericks, Ryan, Thier, Welner ABSENT: Kulik DR A F T Page 3 of 4 Tiburon Town Council Minutes #06-2021 March 31, 2021 AI-3. Hawthorne Utility Undergrounding District – Consider: (1) adoption of a resolution that would set a Public Hearing for Change Proceedings for 683 Hilary Drive; (2) approval of agreements with Pacific Gas & Electric; and (3) authorization of award of construction contract to Ranger Pipeline and for the Town Manager to approve change orders up to 20% (Department of Public Works) MOTION: To adopt the Resolution setting a Public Hearing for Change Proceedings for 683 Hilary Drive, to approve the agreements with Pacific Gas & Electric, and to authorize the award of construction contract to Ranger Pipeline in the amount of $4,698,673.50 and for the Town Manager to approve change orders up to 20%. Moved: Fredericks, seconded by Thier VOTE: AYES: Fredericks, Thier, Welner RECUSED: Ryan ABSENT: Kulik AI-4. Appeal Procedures – Consider amendments to resolution outlining Town Council appeal procedures (Office of the Town Manager) Public comment was received by Alessandro Beraldi, who spoke in favor of longer time limits for applicant and appellant presentations to the Town Council during appeal hearings. MOTION: To direct staff to return to the Council at a future meeting with resolution amending the Town Council appeal procedures to reflect 10-minute time periods, with equal extensions for both sides at the discretion of the Mayor, for applicant and appellant presentations during Town Council appeal hearings. Moved: Thier, seconded by Welner VOTE: AYES: Ryan, Thier, Welner NAYES: Fredericks ABSENT: Kulik AI-1. Climate Emergency Resolution – Consider adoption of a Climate Emergency Resolution (Office of the Town Manager) Public comment in favor of adoption of a Climate Emergency Resolution was received by: Pat Goss, Sanna Thomas, Pat Carlone, Roslyn Brandt, Carolyn Losee, Harita Kalvai, Tom Cote, David Moller, Helene Marsh, Maryland Swenson, and Max Perrey. MOTION: To adopt the resolution, as amended, to add language to Page 2, Line 17 to read: “…support actions that are consistent with the Climate Action Plans of the Town of Tiburon, the County of Marin and the State of California…”. Moved: Ryan, seconded by Thier VOTE: AYES: Fredericks, Ryan, Thier, Welner ABSENT: None TOWN COUNCIL REPORTS DR A F T Page 4 of 4 Tiburon Town Council Minutes #06-2021 March 31, 2021 There were none. TOWN MANAGER REPORT There was none. ADJOURNMENT There being no further business before the Town Council of the Town of Tiburon, Mayor Thier adjourned the meeting at 7:10 p.m. HOLLI THIER, MAYOR TOWN OF TIBURON ATTEST: LEA STEFANI, TOWN CLERK DR A F T TOWN OF TIBURON PAGE 1 OF 2 STAFF REPORT To: Mayor and Members of the Town Council From: Department of Administrative Services Subject: Recommendation to Accept the March 2021 Investment Summary Reviewed By: _________ Greg Chanis, Town Manager ________ Benjamin 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 March 31, 2021. RECOMMENDED ACTION(S) 1. Staff recommends that the Town Council move to accept the Investment Summary for March 2021 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 monthly period ended March 31, 2021. All of the funds listed below are on deposit with the Local Agency Investment Fund (LAIF). ANALYSIS March 2021 Agency Investment Amount Interest Rate Maturity Local Agency Investment Fund (LAIF) – Beginning Balance as of 03/01/2021 $21,494,616.54 0.357 % Liquid Deposits $0.00 Withdrawals ($500,000.00) Interest Earnings (Posted Quarterly) Total Ending Balance as of 03/31/2021 $20,994,616.54 TOWN OF TIBURON 1505 Tiburon Boulevard Tiburon, CA 94920 Town Council Meeting May 5, 2021 Agenda Item: CC-2 1~ I ---, ~ I - ~ I - - I r-- - I __J I ~ I I I:::: Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 2 OF 2 The total invested at the end of the prior month was $21,494,616.54. A withdrawal in the amount of $500,000.00 was made on March 12 to support the Town’s ongoing operations, including a $152,000 payment for General Plan update services and a $50,000 payment for open space management services. Interest is posted by LAIF quarterly and will be reported on the April 2021 statement. In addition to the funds on deposit with LAIF, the Town invests funds in two Section 115 Irrevocable Trusts for Other Post-Employment Benefits and pension obligations. These trusts are administered by Public Agency Retirement Services (PARS). The PARS March 2021 Statement is attached to this report as Exhibit 1. 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. CLIMATE IMPACT Staff has determined this action will have no direct climate impact to Tiburon. 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: 1. Move to accept the Investment Summary for March 2021 Exhibit(s): 1. PARS Section 115 Trust Account Summary for March 2021 Prepared By: Suzanne Creekmore, Director of Administrative Services EXHIBIT 1 PUBLIC AGENcy RETIREMENT SERVICES PARS TOWN OF TIBURON PARS Post-Employment Benefits Trust Greg Chanis Town Manager Town of Tiburon 1505 Tiburon Blvd. Tiburon, CA 94920 Account Summary Balance as of Source 3/1/2021 OPEB $2,912,144.00 PENSION $I, 726,448. I 8 Totals $4,638,592.18 Investment Selection Source OPEB PENSION Balanced Index PLUS Moderately Conservative Index PLUS Investment Objective Source Contributions $0.00 $0.00 $0.00 RECEIVED APR 2 1 2021 TOWN MANAGERS OFFICE TOWN OFTISURON Account Report for the Period 3/1/2021 to 3/31/2021 Balance as of Earnings Expenses Distributions Transfers 3/31/2021 $49,174.42 $1,435.22 $0.00 $0.00 $2,959,883.20 $6,233.89 $858.00 $0.00 $0.00 $1,731,824.07 $55,408.31 $2,293.22 $0.00 $0.00 $4,691,707.27 OPEB The dual goals of the Balanced Strategy are growth of principal and income. While dividend and interest income are an important component of the objective's total return, it is expected that capital appreciation will comprise a larger portion of the total return. The portfolio will be allocated between equity and fixed income investments. PENSION The dual goals of the Moderately Conservative Strategy are current income and moderate capital appreciation. The major portion of the assets is committed to income-producing securities. Market fluctuations should be expected. Investment Return Annualized Return Source I-Month 3-Montbs 1-Year 3-Ycnrs S--Ycnrs 10-Ycor:s Plan's Inception Date OPEB 1.69% 3.31% 33.01% 9.98% 9/15/2016 PENSION 0.36% 0.23% 16.33% 7/10/2018 Information as provided by US Bank, Trustee for PARS; Not FDIC Insured; No Bank Guarantee; May Lose Value Past perfonnance does not guarantee future results. Performance returns may not reflect the deduction of applicable fees, which could reduce returns. Information is deemed reliable but may be subject to change. Investment Return: Annualized rate of return is the return on an investment over a period other than one year multiplied or divided to give a comparable one-year return. Account balances are inclusive of Trust Administration, Trustee :ind Jn\'C!llm~l M.im1gcnnmLfrc.i Headquarters• 4350 Von Karman Ave •. Suite I 00, Newport Beach, CA 92660 800.540.6369 Fax 949.250.1250 www.pars.org TOWN OF TIBURON PAGE 1 OF 2 STAFF REPORT To: Mayor and Members of the Town Council From: Department of Administrative Services Subject: Adopt Resolution Amending Town Council Appeal Procedures Reviewed By: _________ Greg Chanis, Town Manager ________ Benjamin Stock, Town Attorney SUMMARY The Council will consider adoption of a Resolution formalizing changes to the Town Council Appeal Procedures resolution, as discussed and agreed upon by the Council at the March 31, 2021 meeting. RECOMMENDED ACTION(S) 1. Adopt the attached Resolution (Exhibit 1). BACKGROUND At the March 31, 2021 Town Council meeting, the Council discussed making amendments to the Town Council Appeal Procedures resolution, particularly the time limits allotted to applicant and appellant presentations to the Council during appeal hearings. The Town Council agreed to amend the procedures to update the time limits for applicant and appellant presentations from twenty (20) minutes each to ten (10) minutes each, with the option to increase the time limits equally at the discretion of the Mayor. A Resolution (Exhibit 1) formally making those amendments now comes before the Council for adoption. ANALYSIS No further analysis provided. FINANCIAL IMPACT Staff anticipates no direct fiscal impact to the Town by adoption of this Resolution. CLIMATE IMPACT TOWN OF TIBURON 1505 Tiburon Boulevard Tiburon, CA 94920 Town Council Meeting May 5, 2021 Agenda Item: CC-3 Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 2 OF 2 Staff has determined this action will have no direct climate impact to Tiburon. 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 adopt the attached Resolution. Exhibit(s): 1. DRAFT Resolution Prepared By: Lea Stefani, Town Clerk EXHIBIT 1 Page 1 of 5 Town Council Resolution No. XX-2021 05/05/2021 DRAFT RESOLUTION NO. XX-2021 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TIBURON ADOPTING AN AMENDED POLICY FOR THE PROCESSING, SCHEDULING, RECONSIDERATION, AND STORY POLE REPRESENTATION OF APPEALS, AND SUPERSEDING EXISTING POLICIES WHEREAS, the Town receives and hears appeals from decisions of various commissions, boards and administrative officials from time to time, and WHEREAS, the Town Council has adopted various policies over the years with respect to appeal procedures, scheduling, and reconsideration, including Resolutions Nos. 2878 and 3218 and Town Council Policy Nos. 95-01 and 2002-01, all of which were superseded by Resolution No. 17-2010 on March 17, 2010; and WHEREAS, the Town Council has determined that it is timely and appropriate to update and consolidate these policies regarding appeals; and WHEREAS, the Town Council has held a public meeting on this matter on March 31, 2021 and has heard and considered any public testimony and correspondence; and NOW, THEREFORE, BE IT RESOLVED that Town Council Resolution No. 17- 2010 is hereby superseded by this Resolution. NOW, THEREFORE, BE IT FURTHER RESOLVED that the Town Council of the Town of Tiburon does hereby adopt the following general policy with respect to processing, scheduling, and reconsideration of appeals and for story pole installation for appeals. APPEAL PROCEDURE 1. The Municipal Code sets forth instances when persons may appeal a decision by a review authority (e.g. Town official, Design Review Board or Planning Commission) to the Town Council. Any person making such an appeal must file a completed Town of Tiburon Notice of Appeal form, available on the Town’s web site and at Town Hall, with the Town Clerk not more than ten (10) calendar days following the date of the decision being appealed. Shorter time frames for filing an appeal apply to certain types of permits. If the final day to appeal occurs on a day when Town Hall is closed for public business, the final day to appeal shall be extended to the next day at which Town Hall is open for public business. Appeals may not be revised or amended in writing after the appeal period filing date has passed. 2. The appellant must submit filing fees with the Notice of Appeal form. Filing fees are set forth in the Town’s current adopted Fee Schedule. Page 2 of 5 Town Council Resolution No. XX-2021 05/05/2021 (a) If the applicant is the appellant, the remainder of the filing fee (if any) will be refunded following completion of the appeal process. Additional staff time or costs to process an applicant’s appeal is the financial responsibility of the applicant and will be billed per the Town’s current hourly rate schedule and/or at actual cost if outside consulting is required. (b) If the appellant is not the applicant, then a fixed amount filing fee is required with no refund or additional billing required. 3. In the appeal form, the appellant shall state specifically either of the following: (a) The reasons why the decision is inconsistent with the Tiburon Municipal Code or other applicable regulations; or (b) The appellant’s other basis for claiming that the decision was an error or abuse of discretion, including, without limitation, the claim that the decision is not supported by evidence in the record or is otherwise improper. If the appellant is not the applicant, the Town Council need only consider on appeal issues that that the appellant or other interested party raised prior to the time that the review authority whose decision is being appealed made its decision. 4. The appellant must state all grounds on which the appeal is based in the Notice of Appeal form filed with the Town Clerk. Neither Town staff nor the Town Council need address grounds introduced at a later time that were not raised in the Notice of Appeal form. 5. The procedure for presentation of the appeal at the Town Council meeting is as described below. In cases where the applicant is the appellant, paragraphs (c) and (f) below would not apply. (a) Town Staff may make a brief (approximately 10 minute) presentation of the matter and then respond to Town Council questions. (b) Appellant and/or appellant's representative(s) may make a presentation of no more than ten (10) minutes and then respond to Town Council questions. Appellant may divide up the ten (10) minutes between various speakers or have only one speaker, provided that the time limit is observed. Time devoted to responding to Town Council questions shall not be included as part of the ten (10) minute time limit. (c) Applicant and/or applicant's representative(s) may make a presentation of no more than ten (10) minutes and then respond to Town Council questions. Applicant may divide up the ten (10) minutes between various speakers or have only one speaker, provided that the time limit is observed. Time devoted to responding to Town Council questions shall not be included as part of the ten (10) minute time limit. (d) At the Mayor’s discretion, the amount of time specified in subsections (b) and (c) may be increased, but each side must be given equal time. Page 3 of 5 Town Council Resolution No. XX-2021 05/05/2021 (e) Any interested member of the public may speak on the item for no more than three (3) minutes. A speaker representing multiple persons (e.g., homeowner's association, advocacy group or official organization, etc.) may speak on the item for no more than five (5) minutes, at the discretion of the Mayor. (f) Appellant is entitled to an up to three (3) minute rebuttal, if desired, of any comments previously made at the hearing. (g) Applicant is entitled to an up to three (3) minute rebuttal, if desired, of any comments previously made at the hearing. 7. The testimony portion of the appeal hearing is closed and the Town Council will begin deliberations on the appeal. There will be no more applicant, appellant, or public testimony accepted unless requested by the Town Council. 8. If, following deliberation, the Town Council is prepared to make a decision on the appeal, it will direct Town staff to return with a draft resolution setting forth the decision, and the findings upon which it is based, for consideration at a future Town Council meeting. The decision of the Town Council is not final until the resolution is adopted. Alternatively, if the Town Council is not prepared to make a decision on the appeal, it may: (a) Continue the appeal to a future date; (b) Remand the item to the review authority from which it was appealed for further hearing, review and action, with a specific description of the outstanding and unresolved issues and appropriate direction thereon; or (c) Refer the item to another review authority for its review and recommendations prior to further Town Council consideration. 9. Following a final decision by the Town Council, Town staff will promptly mail a Notice of Decision to the applicant and appellant. RECONSIDERATION If, after the Town Council has voted to direct staff to prepare a resolution of decision, significant new information comes to light, which information was previously unknown or could not have been presented at the appeal hearing due to circumstances beyond the parties’ control and not due to a lack of diligence, the Town Council may entertain a motion to reconsider its direction to prepare a resolution of decision. Any such motion to reconsider must be made prior to adoption of the resolution of decision, and the motion must be made by a Councilmember who voted on the prevailing side in the vote sought to be reconsidered. Any Councilmember may second the motion. The Town Council may consider and vote on the motion to reconsider at that time, and if the motion carries, the matter shall be placed on a future agenda for further notice and hearing. Page 4 of 5 Town Council Resolution No. XX-2021 05/05/2021 SCHEDULING OF APPEALS 1. The Town’s policy is to schedule and hear appeals in an expeditious manner. Appeals will generally be heard at the first regular Town Council meeting that is at least fifteen (15) days after close of the appeal period. At the sole discretion of the Town Manager, the Town may schedule the appeal for a subsequent Town Council meeting based on the complexity of the matter, availability of key Town staff members and Councilmembers, agenda availability, or unusual circumstances. Town staff will make reasonable efforts to establish the hearing date for the appeal within three (3) working days of the close of the appeal period. The Town Clerk, in coordination with appropriate Town staff, will promptly advise all parties to the appeal of the selected hearing date. 2. The Town Manager will grant requests for continuances from the date established above in the event that all parties to the appeal agree in writing to a date specific for the continuance and that date is deemed acceptable by the Town Manager. 3. Attendance of parties to an appeal at the hearing is desired, but not required. The Town Council will consider written comments or representation by others in lieu of personal appearance. STORY POLES For appeals where story poles were erected for review of the original decision being appealed, a story pole representation shall be required for the Town Council’s appeal review process, as follows: 1. A story pole plan showing the poles to be connected, including location and elevations of poles and connections, shall be submitted, reviewed, and accepted as adequate by Planning Division Staff prior to installation of the poles and connections. 2. Critical story poles, as determined by Staff, must be connected by means of ribbons, caution tape, rope or other similar and highly visible materials clearly discernable from a distance of at least three-hundred (300) feet in clear weather, to illustrate the dimensions and configurations of the proposed construction. 3. Story poles and connecting materials must be installed at least ten (10) days prior to the date of the appeal hearing before the Town Council. 4. Failure to install the poles and materials in a timely manner may result in continuance of the public hearing date. 5. Story poles must be removed no later than fourteen (14) days after the date of final decision by the Town Council. Page 5 of 5 Town Council Resolution No. XX-2021 05/05/2021 APPLICABILITY This policy, while primarily written for use by the Town Council, is intended to apply to the extent practicable to Town decision-making bodies, other than the Town Council, which may hear appeals from time to time. Be advised that certain types of appeals, such as appeals of staff-level design review application decisions to the Design Review Board, may have different deadlines for filing of the appeal than the ten (10) calendar days specified above. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Tiburon on May 5, 2021, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: _______________________________ HOLLI THIER, MAYOR TOWN OF TIBURON ATTEST: _______________________________________ LEA STEFANI, TOWN CLERK TOWN OF TIBURON PAGE 1 OF 3 STAFF REPORT To: Mayor and Members of the Town Council From: Administrative Services Department Subject: Consider Authorizing the Town Manager to finalize and enter into a Professional Services Agreement with Apex Technology Management to provide Managed IT Services for the Town. Reviewed By: _________ Greg Chanis, Town Manager ________ Benjamin Stock, Town Attorney SUMMARY In March 2021, the Town’s Information Technology (IT) Coordinator resigned. Town Staff has explored filling the vacancy by entering into an agreement with a Managed Service Provider to provide IT support for the Town’s three facilities: Town Hall, the Police Department, and the Public Works Corporation Yard. Staff is asking Council to consider authorizing the Town Manager to enter into an annual agreement with the recommended provider. RECOMMENDED ACTION(S) 1. Authorize Town Manager to finalize and execute a Professional Services Agreement with Apex Technology Management to provide managed IT services to the Town. BACKGROUND In February 2018, Town Council authorized Staff to hire a full-time IT Coordinator to oversee maintenance and support of its growing technology infrastructure. The position’s full-time salary and benefits were partially offset through reimbursement agreements with the City of Belvedere and Belvedere-Tiburon Library. In March 2021, the position was vacated, and the Town has utilized the services of a contract IT company for ongoing support needs on a month-to-month basis. Prior to the vacancy, the City of Belvedere and the Belvedere Tiburon Library both informed the Town they planned to independently secure IT support services and did not wish to continue the reimbursement arrangement in the future. The vacancy has provided the Town an opportunity to explore alternatives to hiring a full-time staff person to provide IT support services. Staff met with and received proposals from three managed IT support providers to assess the Town’s technology infrastructure and support needs: Apex Technology Management (Apex), MarinIT, and Eaton Associates. Based on a review of the proposals and meetings with the potential vendors, staff has determined Apex would provide the most comprehensive suite of support services. Throughout the review process, Apex representatives demonstrated an in depth understanding of the Town’s needs and identified TOWN OF TIBURON 1505 Tiburon Boulevard Tiburon, CA 94920 Town Council Meeting May 5, 2021 Agenda Item: CC-4 Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 2 OF 3 several areas of potential improvement, including network and cyber security enhancements which are particularly relevant for maintaining the integrity of public agency IT operations. Apex also has an extensive client list and relevant experience in supporting public sector agencies of similar size to the Town. ANALYSIS Staff desired an assessment of its IT infrastructure, recommendations for improvement, and costs for managed support services. Three service providers met with Staff to evaluate the hardware, software and support needs each of the Town’s facilities: Town Hall, the Police Department, and the Public Works Corporation Yard. Each of the providers presented proposals for monthly IT support services, priced as follows: Proposals for Managed IT Services – Monthly Costs Apex Solutions: $8,149: includes $1,813 for cyber security services. (Exhibit 1) Eaton Associates: $8,140 (Exhibit 2) Marin IT: $6,952 (Exhibit 3) It is difficult to compare the proposals on an ‘apples to apples’ basis, as each of the proposals offered various levels of service and experience, such as the amount of on-site technician time, additional consulting or security services, and varying levels of experience working with the public sector. For example, the Apex proposal includes their Digital Umbrella managed cyber security services. This program offers multiple levels of information security to identify risks, protect valuable data and assets, detect breaches and threats, and respond to incidents. It was built using the guidance and Cyber Security framework of the US National Institute of Standards and Technology (NIST) as well as OCR Guidance on HIPAA. Council may recall the Town’s IT infrastructure was the target of a ransomware attack in 2019 and we are keenly aware of the disruption, and potential financial liability this type of activity can result in. The proposals from Marin IT and Easton Associates did not include this level of cybersecurity protection. Overall, the Apex proposal included a competitive bid for managed IT services, which includes 24/7 remote desktop support, cyber security monitoring, and strategic IT management services. On site technician support is provided quarterly with an option for additional site visits at $250 per visit. Apex is currently the managed IT provider for numerous California municipalities and has received multiple awards by independent industry benchmarking organizations, including being ranked #3 in Government IT in 2020 by ChanelE2E, a worldwide survey for managed service providers. The proposal for managed services provided by Apex Solutions is attached as Exhibit 1. Council is being asked to authorize the Town Manager to finalize and execute an annual contract for Gold Level Support Services at a monthly cost of $8,149 and one-time implementation fees of $12,625. When finalized, the contract would be in the form of the Town’s Standard Professional Services Agreement. A blank copy of this agreement is attached as Exhibit 4. Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 3 OF 3 FINANCIAL IMPACT The FY 20-21 budget allocated $151,675 in salary and benefits for a full-time IT Coordinator. The expense for salary and benefits was offset by an estimated $35,000 in cost recovery revenue through reimbursement agreements with the City of Belvedere and the Belvedere/Tiburon Library Agency, resulting in an estimated net cost of $116,675 to the Town. The annual contract cost for managed IT services with Apex Solutions is estimated at $98,148 plus an additional $12,625 for onboarding services. Factoring out the one-time onboarding costs, this results in an estimated annual reduction of $18,527 for IT support services. CLIMATE IMPACT Staff has determined this action will have no direct climate impact to Tiburon. 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: 1. Authorize Town Manager to finalize and execute a Professional Services Agreement with Apex Technology Management to provide managed IT services to the Town. Exhibit(s): 1. Apex Solutions Managed IT Services Proposal 2. Eaton and Associates Proposal 3. Marin IT Proposal 4. Professional Service Agreement Template Prepared By: Suzanne Creekmore, Director of Administrative Services EXHIBIT 1 1 Proposal for: Town of Tiburon Information Technology Managed Services To: Greg Chanis, Town Manager Suzanne Creekmore, Director of Administrative Services 1505 Tiburon Boulevard Tiburon, CA 94920 From: George Passidakis Apex Technology Management, LLC Offices in Redding, Fresno, Los Angeles and La Cañada Flintridge (800) 310-2739 gpassidakis@apex.com IT Services Summary March 8, 2021 ■ Technology Management A New Chartem cHN0L0GIES Company:, 2 Total Support ‐ Our comprehensive Managed Service plans consist of four (4) key elements that all work together to provide the premium service required by the Town. Apex’s Total Support plans provide unparalleled service via the following key components: Virtual Chief Information Officer (VCIO) – Full Strategic IT Management Services Remote IT Monitoring & Management Tools – enterprise-level IT support tools for 24/7 systems monitoring and alerts, ticketing, CRM, OS patching, automated maintenance, etc. Remote Help Desk Support – Unlimited (in-scope) Help Desk support hours are included in the monthly plan. Well over 90% of all IT support work can be done remotely from Apex’s Help Desk. On-Site Support – o Total Support Platinum: Unlimited (in‐scope) on‐site support hours will be provided as needed. o Total Support Gold: On‐site support hours will be billed at discounted hourly rates. o Both options include Quarterly on‐site VCIO and Lead Tech visit (no trip fee) $250.00 Trip Fee for additional on‐site visits Total Support Platinum vs Gold - Summary ■ 3 Cost of Comparison – Total Support Options I l TOTAL SUPPORT PLAN OPTIONS -SUMMARY COMPARISON CHART Summary Description 24/7 Monitoring & Patching VCIO Strategic IT Mgmt Remote Help Desk Support Hours On-Site Service Support Hours Proactive On-Site Mainteance Projects Trip Fee Monthly Cost for Managed Services (for 8 Servers, 44 Des.ktops/Laptops) Monthly Cost for Defense-in-Depth Essentials (for up to 37 users) Total Monthly Cost Total Support Gold Unlimited Remote Included Included Unlimited Included Billed Separately Quarterly Visit Included Billed Separately $250.00/Trip Billed Separately (not charged for Quarterly Maintenance) $6,336.00 $1,813.00 $8,149.00 NOTE: This chart is a SUMMARY ON LY. One-Time Costs Total Support Plan One-Time Transitio n & Setup Fee $6,625.00 Defense-in-Depth Onboarding Fee $6,000.00 Total One-Time Costs $6,625.00 - Total Support Pllatinum Unlimited Remote & Unlimited On-site Included Included Unlimited Included Unlimited Included Qua1rterly Visit Included Billed Separately $250.00/Trip Billed Separately (not charged for Quarterly Maintenance) $8,790.00 $1,813.00 $10,603.00 ■ 4 ……. MONTHLY: Total Support Gold Managed Services.....................…...... $6,336.00 per month o Includes up to eight (8) servers and up to forty‐four (44) workstations or laptops. o Assigned Virtual Chief Information Officer and full strategic IT Management Services Quarterly on‐site VCIO and Lead Tech visit included, available at any time using Zoom or Teams o Remote Monitoring and Management (RMM) Tools, 24/7 Monitoring, Patching/Updates o Unlimited In‐Scope Remote Help Desk Support (all tiers) o On‐Site Support as needed is billable at the discounted rates below. o Additional servers can be added at any time for $248.00 per server/per month. o Additional workstation/laptops can be added at any time for $78.00 per workstation/per month. o On‐Site Support, including emergencies, is available. Outside of the included Quarterly visits, a $250.00 trip fee will be charged for on‐site visits by the technical team. (does not apply to VCIO visits) o One‐Time Transition and Onboarding Fee: ………........……............ $6,625.00 (one‐time) Apex will waive this fee if a 3‐year agreement is signed o Initial Network Assessment and Prioritized Remediation Recommendations o Installation of monitoring agents on all covered devices (prefer all devices be on‐site) o Creating the client’s monitoring and alerting profile o On‐site labeling and photo/video network reference documentation o Documentation of client inventory and system configurations into RMM Tools o Technical team training and familiarization with client’s IT environment MONTHLY: Defense‐In‐Depth Essentials Security Solution………………….... $1,813.00 per month o Includes up to 37 users. Additional users can be added at any time for $49.00/month per user. o Apex’s Digital Umbrella managed cyber security services are about providing a “Defense in Depth” framework, which implements multiple levels of information security to identify risks, protect valuable data and assets, detect breaches and threats, and respond to incidents. It was built using the guidance and Cyber Security framework of the US National Institute of Standards and Technology (NIST) as well as OCR Guidance on HIPAA. o Includes Apex Endpoint Security – Servers & workstations: managed anti‐virus and anti‐exploit software o One‐Time Onboarding Fee: ………….................………........................$6,000.00 (one‐time) Apex will reduce this to $3,000.00 if a 3‐year agreement is signed Platinum/Gold Discounted Hourly Rates for any Out‐of‐scope work and on‐site work: o Level 1 Technician: $110.00/hr o Level 2 Technician: $130.00/hr o Level 3 Technician: $155.00/hr o Projects Rate: $155.00/hr Cost of Service & Rates – Total Support Gold ■ 5 MONTHLY: Total Support Platinum Managed Services.....................…...... $8,790.00 per month o Includes up to eight (8) servers and up to forty‐five (44) workstations or laptops o Assigned Virtual Chief Information Officer and full strategic IT Management Services Quarterly on‐site VCIO and Lead Tech visit included, available at any time using Zoom or Teams o Remote Monitoring and Management (RMM) Tools, 24/7 Monitoring, Patching/Updates o Unlimited In‐Scope Remote Help Desk Support (all tiers) o Unlimited In‐Scope On‐Site Support as needed o Additional servers can be added at any time for $337.00 per server/per month. o Additional workstation/laptops can be added at any time for $106.00 per workstation/per month. o On‐Site Support, including emergencies, is available. Outside of the included Quarterly visits, a $250.00 trip fee will be charged for on‐site visits by the technical team. (does not apply to VCIO visits) o One‐Time Transition and Onboarding Fee: ………........……............ $6,625.00 (one‐time) Apex will waive this fee if a 3‐year agreement is signed o Initial Network Assessment and Prioritized Remediation Recommendations o Installation of monitoring agents on all covered devices (prefer all devices be on‐site) o Creating the client’s monitoring and alerting profile o On‐site labeling and photo/video network reference documentation o Documentation of client inventory and system configurations into RMM Tools o Technical team training and familiarization with client’s IT environment MONTHLY: Defense‐In‐Depth Essentials Security Solution………………….... $1,813.00 per month o Includes up to 37 users. Additional users can be added at any time for $49.00/month per user. o Apex’s Digital Umbrella managed cyber security services are about providing a “Defense in Depth” framework, which implements multiple levels of information security to identify risks, protect valuable data and assets, detect breaches and threats, and respond to incidents. It was built using the guidance and Cyber Security framework of the US National Institute of Standards and Technology (NIST) as well as OCR Guidance on HIPAA. o Includes Apex Endpoint Security – Servers & workstations: managed anti‐virus and anti‐exploit software o One‐Time Onboarding Fee: ………….................………........................$6,000.00 (one‐time) Apex will reduce this to $3,000.00 if a 3‐year agreement is signed Platinum/Gold Discounted Hourly Rates for any Out‐of‐scope Server work and on‐site work: o Level 1 Technician: $110.00/hr o Level 2 Technician: $130.00/hr o Level 3 Technician: $155.00/hr o Projects Rate: $155.00/hr Cost of Service & Rates – Total Support Platinum ■ EXHIBIT 2 Town of Tiburon, Sample Pricing Summary Total Monthly Pricing The following tables contain the estimated monthly Elevate-IT® pricing breakdown and total for the work efforts and associated costs that are in scope for this SOW: Option A: Full-Service Desk M-F for All Users, 32 hours of onsite per month- 1 per week Elevate-IT® Service Module Recurring Monthly Fee Elevate-IT® Service Monthly Fee: $10,300 In-Scope Devices and Services Count / Itemization Servers and VMs 24x7 Coverage 9 Servers, Itemized @ $185 ea. Per month Workstations 40 workstations, Itemized @ $78 ea. Per month Network Devices 0 Network Device, Itemized @ $35 ea. Per month On-site Engineer – Proactive Maintenance 4-day(s) per month included 8 hours each On-site Engineer – Support Escalations Included • Note that pricing includes admin fees in the total • IT road mapping and Strategic Planning (Included) • Equipment warehousing and procurement services (Included) • Unlimited onsite escalations (included) • Vendor Management - Eaton will assist IT related technologies on behalf of Tiburon Option B: Full-Service Desk M-F for All Users, 16 hours of onsite per month- bi-weekly Elevate-IT® Service Module Recurring Monthly Fee Elevate-IT® Service Monthly Fee: $8,140 In-Scope Devices and Services Count / Itemization Servers and VMs (24x7 Coverage) 9 Server, Itemized @ $185 ea. Per month Workstations (Baseline Monthly Cost) 40 workstations, Itemized @ $78 ea. Per month Network Devices 0 Network Device, Itemized @ $35 ea. Per month On-site Engineer – Proactive Maintenance 2-days per month included 8 hours each On-site Engineer – Support Escalations Included (Network Devices Only) • Note that pricing includes admin fees in the total • IT road mapping and Strategic Planning (Included) • Equipment warehousing and procurement services (Included) • Unlimited onsite escalations (included) • Vendor Management - Eaton will assist IT related technologies on behalf of Tiburon ©eaton & ASSOCIATES Setup Fees The following table contains applicable 1-time “setup fees”: Setup Tasks Onboarding Visits & Familiarization Assessment and Documentation of Current Systems & Network Installation of Remote Monitoring Agents on Workstations & Servers Total 1-Time Setup Fee: ½ of the first month- with 2-week timeframe *Please note that onboarding is a 1-2 week process Project Work: Rates range from $135 for Desktop and $195 for networking and design. Example projects • Project Management- Online payment option for "Track it" implementation • Project Management- App development implementation- Eaton can PM this project with vendor • Cyber Security Review & Implementation ©eaton & ASSOCIATES I Scope of Services E&A will provide Elevate-IT® Network Monitoring and Maintenance, and Helpdesk Services to Client – in accordance with this SOW and the Master Agreement – in the form of the services outlined below: • 24x7x365 Infrastructure Support (Firewalls, Switches, Servers, Access Points, etc.) o 24x7x365 remote monitoring & maintenance of network appliances, including but not limited to firewalls, routers, servers, domain controllers, switches, access points. o Documented inventory of supported network appliances and networking gear (devices connected to the network via Ethernet or Wi-Fi connections). o Server Operating System and application scheduled maintenance (including security patches, bug fixes, updates, etc.) • OPTIONAL: Fully Managed Infrastructure as a Service (Infrastructure Services Agreement). o E&A can provide new, best-in-class, fully managed firewall(s), switch(es), server(s), and hyperconverged virtual server environment, owned by E&A and for exclusive use by Client during the term of agreement. See Section 7 for rates. o Scope of services and specific hardware to be determined and documented in separate statement of work and Infrastructure Services Agreement. o E&A will be responsible for monitoring and maintaining this equipment for the duration of the Infrastructure Services Agreement (e.g., 24-months). o E&A will, at the end of the Infrastructure Services Agreement term, replace equipment with then current comparable equipment at no extra charge. If requirements or design change, E&A may assess additional labor costs at the time of renewal. • OPTIONAL: 24x7x365 Remote Help Desk Services for your team. o 24x7x365 end user support via chat, phone, and email with web ticketing system. o Documented inventory of all supported workstations and endpoint devices. o PC workstation patch management for Windows-based Operating Systems and certain applications (including security patches, bug fixes, updates, etc.). • Business Hours (8:30am-5:30pm Pacific Monday-Friday) Remote Help Desk Services. o Business hours end user support via phone and email with web ticketing system. o No additional charge for on-site visits to resolve high priority issues that cannot be resolved remotely. <!>eaton & ASSOCIATES o Webroot end point protection included at no additional cost (optional). o LogMeIn remote access module included at no additional cost (optional). o Documented inventory of all supported workstations and endpoint devices. o Workstation patch management for Windows-and Mac based Operating Systems and certain applications (including security patches, bug fixes, updates, etc.). • Scheduled on-site Network Maintenance and Help Desk Services for proactive network maintenance and end-user assistance with issues that should be addressed in-person. • Strategic Planning and Services. o Quarterly Business Review meetings to review: § Service reports with Client. § Hardware and software procurement and life cycle management, including end of warranty and/or end of life concerns. § IT roadmaps (based on Client’s budget/spend parameters). § Ad hoc projects/proposals as they arise for Client. § Total number of devices managed. • Onboarding & offboarding workflow for new hires. o All remote support included at no additional cost. o On-site support at Client locations will be queued for on-site visit; no additional cost. • Disaster Recovery testing of an existing DR Plan to ensure appliances and backups function as designed and intended in the event of an outage. • Vendor escalation management for ISP, VOIP and Printer partners, including working with them in the event that we need their help resolving an issue reported to E&A. Procurement and Logistics Services. Eaton & Associates is available to provide competitive quotes and procure technology equipment such as networking equipment, laptops, and other workstations as well as other equipment and accessories. <!>eaton & ASSOCIATES EXHIBIT 3 Prepared for Town of Tiburon Town of Tiburon - Short Term Managed IT Services Quote#2021-001618 v1 PREPARED FOR PREPARED BY Suzanne Creekmore screekmore@townoftiburon.org (415) 435-7359 Rhett Redelings rhett@marinit.com (415) 842-3244 , Marin IT www.marinit.com - Town of Tiburon Suzanne Creekmore 1505 Tiburon Blvd Tiburon, CA 94920 screekmore@townoftiburon.org Dear Suzanne , Monday, March 15, 2021 Marin IT, Inc. is pleased to provide you with our proposal to perform Routine IT services, network support, and workstation/desktop maintenance for Town of Tiburon. IT support Scope of Work - Marin IT, Inc. Responsibilities As part of this agreement it is our understanding that we will be responsible for any support required for the Town of Tiburon (including Tiburon Police Department) to continue daily operations including but not limited to: Desktop virus software updates / maintenance Maintenance of desktop OS patches Local user account maintenance Hardware maintenance – Not including equipment, or replacement parts Office 365 VPN client support Firewall maintenance Router & Switch configuration / maintenance Assistance with installation of new equipment / applications Monitor backup systems – Suggest corrective measures if system not functioning correctly Local windows domain maintenance including local name resolution, server troubleshooting, and assistance of local security policies Availability to assist with design and integration of new applications into local network – Example scheduling software, credit card processing Desktop / Misc. troubleshooting Coordinated support with phone system vendor Marin IT technicians are expected to work with the Town of Tiburon in supporting the network. We will provide an online service ticket and tracking system. In the event that issues arise which are outside of the scope of this proposal Marin IT will discuss any fee impact with the designated Town of Tiburon representative prior to proceeding with the work. Page: 2 of 7Quote #2021-001618 v1 ~ Marin IT www.marinit.com - Client Responsibilities: All client and server software licenses associated with this agreement will be obtained & managed by the end user Client agrees to keep all hardware and software licenses current and understands that Marin IT cannot support hardware or software that is no longer supported by the manufacturer, and all End of Life products will remain out of scope for support. Town of Tiburon will be responsible for communicating needs & changes thru the designated representative / channels only. Client is responsible for providing reasonable/timely access to all buildings, offices, devices, laptops, MDC, smart phones, tablets, etc. Change / System Upgrade Process: Discuss the need for the change in scope Identify the additional tasks, which need to be performed in order to complete the change in scope. Estimate the cost associated with the additional scope, and determine the impact on network operation. This agreement includes supporting IP connectivity to all Town of Tiburon locations to support facilities operations. Pricing/Rate Schedule/Invoicing: This proposal is meant to provide support for Town of Tiburon but does not include special projects. Any additional projects will be chargeable at the rates described below. This agreement does not include new hardware or software purchases/upgrades. Costs for hardware or software needed to perform upgrades and/or replacements is not included and can be provided by Marin IT for additional cost. Our total charge, including monthly fees, subscriptions, and misc budgetary placeholders is detailed in the "Managed Services" section. Hours for support services in excess of the regularly scheduled hours will be invoiced Marin IT’s standard rate of $145. This rate, along, with all other quoted rates are for work during normal business hours (Monday through Friday between 8:00 AM and 6:00 PM). Rates for overtime, nights, weekends or holidays will be billed at 1 ½ times the regular rate. Rates for special projects (not covered under the scope of this agreement) will be at Marin IT’s standard rates for the specific type of project, which range from $145 to $250 per hour. Unless it is a public safety emergency police and/or fire), Marin IT does not provide service on the following days: January 1st, Memorial Day, 4th of July, Thanksgiving Day, Christmas Eve after 2pm. Rhett Redelings Communications Manager Marin IT Page: 3 of 7Quote #2021-001618 v1 ~ Marin IT www.marinit.com - DESCRIPTION RECURRING PRICE QTY EXT. REC.EXT. PRICE Managed Services Monthly This Monthly cost includes 8 hours (1 day -416 hours annually) of regular on-site service each week during the term of the agreement at the rate of $145 per hour. The term of this agreement is for support through April 30, 2021, beginning on the date of signing. If the Town wishes to extend the term through the remainder of the fiscal year 2020/21 they may do so in writing prior to April 30th, 2021. If the Town wishes to extend the term for an additional fiscal year (7-1- 21 to 6-30-22), they may do so in writing prior to July 1, 2021. If The Town of Tiburon wishes to amend all or part of this agreement prior to 7/1/21 we ask that they do so in writing on or before June 14, 2021. Monthly recurring IT Service/Support $5,027.00 $5,027.00 1 $5,027.00 $5,027.00 Monthly recurring for 10 servers and 60 computers @ $27.50 each Proactive Service/Monitoring for Pc/Mac/Server - includes Webroot Security - anti-virus/malware $27.50 $27.50 70 $1,925.00 $1,925.00 Monthly Subtotal:$6,952.00 Subtotal:$6,952.00 DESCRIPTION PRICE QTY EXT. PRICE Contingency For Emergencies/un-budgeted projects/misc. hardware or software - 10% of annual services - to be billed against on as needed basis and only with prior approval from authorized Tiburon representative Contingency $6,032.00 1 $6,032.00 Subtotal:$6,032.00 Page: 4 of 7Quote #2021-001618 v1 ~ Marin IT www.marinit.com - DESCRIPTION PRICE QTY EXT. PRICE Services Labor - PS - FF One time on-boarding vulnerability scan of public facing IP addresses using Qualys Vulnerability Management* One (1) hour of administration time included Initial Mapping of customer environment and scanning targets included *Does not include remediation of any found issues, threats, or vulnerabilities Professional Services (Projects) Fixed Fee $500.00 1 $500.00 Subtotal:$500.00 Page: 5 of 7Quote #2021-001618 v1 ~ Marin IT www.marinit.com - Prepared by:Prepared for:Quote Information: Town of Tiburon - Short Term Managed IT Services 2021-001618 Version: 1 Delivery Date: 03/15/2021 Expiration Date: 04/14/2021 Town of Tiburon 1505 Tiburon Blvd Tiburon, CA 94920 Suzanne Creekmore (415) 435-7359 screekmore@townoftiburon.org Marin IT Rhett Redelings (415) 842-3244 rhett@marinit.com DESCRIPTION AMOUNT Quote Summary Managed Services Monthly $6,952.00 Contingency $6,032.00 Services $500.00 Total:$13,484.00 Monthly Expenses Summary DESCRIPTION AMOUNT Managed Services Monthly $6,952.00 Monthly Total:$6,952.00 Prices: Quoted product pricing is valid for sixty (30) days assuming product availability, and does not include applicable taxes and freight. Buyer agrees to pay reasonable shipping charges and all applicable taxes (excluding income taxes). Services include only those items specified in the quotation. Additional services may be provided at Marin IT’s then standard billing rates. Payment: Payment shall be made within 30 days of the date of invoice. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 18 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. Buyer shall pay all costs of collection, including without limitation, reasonable attorney fees. Warranties: Product warranties, if any, are provided by the manufacturer or publisher of the products. MARIN IT, INC. MAKES NO WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHATSOEVER. ALL SERVICES AND DELIVERABLES ARE PROVIDED ON AN "AS IS" BASIS. Limitation of Liability: CUSTOMER AGREES THAT THE LIABILITY OF MARIN IT FOR DIRECT DAMAGES RELATED TO ANY PRODUCT OR SERVICE ARISING UNDER THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE NET AMOUNT PAID TO MARIN ITBY CUSTOMER FOR THAT PRODUCT OR SERVICE WHICH IS THE SUBJECT OF THE CLAIM. MARIN ITSHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF MARIN IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY AS TO ANY THIRD PARTY INFORMATION OR PRODUCTS PROVIDED TO EACH OTHER, ALL OF WHICH ARE PROVIDED, SOLD OR LICENSED "AS IS," AND THE PARTIES AGREE TO LOOK SOLELY TO THE WARRANTIES AND REMEDIES, IF ANY, PROVIDED BY THE THIRD PARTY. Page: 6 of 7Quote #2021-001618 v1 ~ Marin IT www.marinit.com - Marin IT Signature: Name:Suzanne Creekmore Date: Signature: Name:Rhett Redelings Title:Communications Manager Date:03/15/2021 Town of Tiburon Page: 7 of 7Quote #2021-001618 v1 ~ Marin IT EXHIBIT 4 Town of Tiburon 7/20 1 Agreement for Professional Services TOWN OF TIBURON 1505 Tiburon Boulevard, Tiburon, CA 94920 AGREEMENT FOR PROFESSIONAL SERVICES [PROJECT NAME] [DATE] This Professional Services Agreement (the "Agreement") is dated_____, 2020 and is by and between the Town of Tiburon, a public body of the State of California ("Town") and (name of the consultant)____________________, a ______________[insert a description of the capacity of the contractor such as sole proprietorship, a California Corporation, or limited partnership] relating to __________________________ Services (“Services"). RECITALS: WHEREAS, Government Code section 53060 permit the City to enter into agreements for professional services with individuals specially trained and experienced and competent to perform those services; and WHEREAS, Consultant is willing to render such professional services, as hereinafter defined, on the following terms and conditions. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, stipulated and agreed, the parties agree as follows: AGREEMENT: 1. DESCRIPTION OF CONSULTANT’S SERVICES. Services are as described in the Town’s Proposals, Exhibit 1, and the following: ___________________________________________________________________________________ ___________________________________________________________________________________ 2. COMPENSATION FOR CONSULTANT’S SERVICES. Compensation for the Services shall be (select one): [ ] Lump Sum of $ ______________, (with) / (without) [Circle one] progress payments; or [ ] Time and materials, per schedule of rates and charges included in Exhibit 1, with a guaranteed not to exceed price of $ . 3. EFFECTIVE DATE AND TERM. The effective date of this Agreement is __________________ and it shall terminate no later than _________________. 4. PERSONNEL SUPPLIED FOR CONSULTANT’S SERVICES. Consultant shall use only the personnel listed below (resumes attached) in performing the Services. (If subconsultants are used, list the firm, personnel and attach resumes). ___________________________________________________________________________ Town of Tiburon 7/20 2 Agreement for Professional Services ___________________________________________________________________________ 5. TERMS AND CONDITIONS. Consultant shall perform the Services identified herein, in accordance with the terms and conditions of this Agreement, including without limitation, terms regarding Compensation, Schedule, Personnel, Annex “A” Agreement Terms and Conditions, and Annex “B” Insurance. Consultant acknowledges its opportunity to negotiate such terms and conditions. 6. LIMITATIONS. Changes made to printed Terms and Conditions on this Agreement are null and void unless approved in writing by the Town. 7. USE OF AGREEMENT. The Agreement number must appear on all invoices and correspondence. Send invoices in duplicate to Town of Tiburon, [Department], 1505 Tiburon Boulevard, Tiburon, CA 94920, immediately upon performance. 8. For purposes of this Agreement, Town and Consultant shall direct all communications to each other as follows: Town: [_____________________] [_____________________] 1505 Tiburon Boulevard Tiburon, CA 94920 Phone: ( ) Fax: ( ) Email: Consultant: [NAME] [TITLE] [ADDRESS] [PHONE] [EMAIL] IN WITNESS WHEREOF the parties have executed this Agreement in duplicate as of the dates identified below. TOWN OF TIBURON: CONSULTANT: [Name and Title of Dept. Director] [Signature of Consultant] Date: [Please print name of Consultant] Town Manager Title: [If Corporation: Chairman, President, or Vice President] Date: Date: - Town of Tiburon 7/20 3 Agreement for Professional Services Attest: [Town Clerk] Approved as to form and procedure: Town Attorney END OF DOCUMENT Town of Tiburon 7/20 Annex A - 1 Purchase Order for Professional Services ANNEX A – PURCHASE ORDER TERMS AND CONDITIONS This is an Annex to the Agreement for Professional Services Agreement dated __________ (“Agreement”) between the Town and Consultant, as described therein, for the provision of professional services (“Services”). ARTICLE 1 – TERMS OF PERFORMANCE 1.01 Agreement Force and Effect. The provisions of this Agreement constitute the entire agreement between the Consultant and Town regarding the Services, shall supersede all other prior purchase orders/agreements between Consultant and Town with respect to the Services, and shall control over any inconsistent provisions in any Consultant-prepared attachments hereto. No representation, term or covenant not expressly specified in this Agreement shall, whether oral or written, be a part of this Agreement. Town is not responsible for Services rendered without the authority of an Agreement on this form. 1.02 Performance of Services. Consultant represents that it possesses the requisite training, licenses and permits necessary to perform the Services, and that its performance of the Services shall conform to the standard of practice of a professional having specific experience and expertise in professional services of like nature and complexity of the Services. 1.03 Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Consultant, its employees, agents, or subcontractors by federal or state law, Consultant warrants that such license has been obtained, is valid and in good standing, and shall be kept in effect all times during the term of this agreement. 1.04 Progress and Coordination. Upon Town’s request, Consultant shall provide Town with progress submittals showing status of Services, at times and increments as Town may reasonably request, and shall provide Town with a progress schedule for performance of the Services, at times and in a level of detail as Town may reasonably request. Consultant shall coordinate with Town and authorities with jurisdiction as necessary to perform the Services. Time is of the essence in the performance of the Services. 1.05 Plans, Specifications, Reports, Deliverables. Work product under this Agreement shall be professional in appearance, comply with the requirements of this Agreement and with design criteria established by Town, applicable laws and codes, and with all applicable professional standards. Services shall meet this standard within the agreed compensation and schedule; services necessary to correct work product, errors or omissions in work product, shall not entitle Consultant to an increase in compensation. 1.06 No Waivers. The granting of any payment, and any inspections, reviews, approvals or oral statements by any Town representative, or certification by any governmental entity, shall not limit or waive Consultant’s obligations under this Agreement. Either party’s waiver of any breach, or the omission or failure of either party, at any time, to enforce any right reserved to it, or to require strict performance of any provision of this Agreement, shall not be a waiver of any other right to which any party is entitled, and shall not in any way limit or modify that party’s right thereafter to enforce or compel strict compliance with every provision hereof. 1.07 Modifications. This Agreement may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved by fully authorized representatives of Town and Consultant. Consultant’s authorized representative is the individual signing this Agreement unless Consultant otherwise informs Town in writing. 1.08 Payment Requests. Consultant shall submit all billings with all necessary invoices, time records, deliverables, or other appropriate evidence of performance, after which Town shall make payment at the earliest practicable time. If requested by Town to facilitate the payment process Town of Tiburon 7/20 Annex A - 2 Purchase Order for Professional Services and track progress, Consultant shall provide Town with an itemization of its compensation according to a Work Breakdown Structure (“WBS”) in a form Town supplies or approves (at Town’s option), that defines all Agreement tasks (Consultant’s and Subconsultants’), along with a project schedule defining the time line for each task, a project budget defining the planned man- hours and costs for each task, and a schedule of deliverables defining each deliverable to be provided to Town. 1.09 Scope of Compensation. Agreed method of compensation shall be full compensation for all Services required, performed or accepted under this Agreement, and Consultant shall not be entitled to compensation or reimbursement beyond or outside of agreed compensation. If Consultant previously commenced services within the scope of the Services, then the services performed and the compensation paid shall be subject to the terms of this Agreement. 1.010 Additional Services. Payment for Additional Services shall require a written addendum or amendment, negotiated and signed by the Consultant and Town prior to commencing work of Additional Services, providing for the scope, schedule and terms of compensation. ARTICLE 2 – LEGAL AND MISCELLANEOUS 2.01 No Assignment. Consultant shall not subcontract any portion of the Services or otherwise assign this Agreement without prior written approval of Town, and Consultant shall remain responsible for compliance with all terms of this Agreement, regardless of the terms of any such assignment. 2.02 Records and Audit. At Town’s request, Consultant shall make available to Town, its authorized agents, officers, or employees, for audit, photocopy or compilation, any and all ledgers, books of accounts, invoices, payrolls, vouchers, cancelled checks, correspondence, internal memoranda, calculations, drafts, and other records or documents evidencing or relating to the performance of the Services (hard copy or electronic), expenditures and disbursements charged to Town in connection with the Services. Consultant shall maintain such documents for at least three (3) years following completion of the Services. Such rights shall be specifically enforceable. 2.03 Independent Contractor. Consultant is an independent Contractor and does not act as Town’s agent in any capacity, whatsoever. Consultant is not entitled to any benefits that Town provides to Town employees, including, without limitation, worker’s compensation benefits or payments, pension benefits, health benefits or insurance benefits. Terms within this Agreement regarding direction apply to and concern the result of the Consultant’s provision of Services, not the means, methods, or scheduling of the Consultant’s work. Consultant shall be solely responsible for the means, methods, techniques, sequences and procedures with respect to its provision of Services under this Agreement. Consultant shall pay all payroll taxes imposed by any governmental entity and shall pay all other taxes not specifically identified in this Agreement as Town’s responsibility. 2.04 Indemnity/Liability. To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), Consultant shall defend (with legal counsel reasonably acceptable to Town), indemnify, and hold harmless the Town of Tiburon, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of Consultant or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of Consultant, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. In the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with other parties regarding Town of Tiburon 7/20 Annex A - 3 Purchase Order for Professional Services unpaid defense costs. The Consultant’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities, and in no event shall the cost to defend charged to the Consultant exceed the Consultant’s proportionate percentage of fault. 2.05 Conflict of Interest. Consultant represents and warrants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of work and services required under this Agreement. Without limitation, Consultant represents to and agrees with Town that Consultant has disclosed any potential conflict of interest, and will have no future conflict of interest, in providing Town services hereunder, including but not limited to, any interest (financial, share ownership, shared management, shared directors, or reporting responsibilities) Consultant may presently have, or will have in the future, with respect to any other person or entity (including but not limited to potential suppliers, vendors, consultants, contractors, or regulatory agency) which may have an interest in the subject matter of the Services. 2.06 Confidentiality. Any information, whether proprietary or not, made known to or discovered by Consultant during the performance of or in connection with this Agreement for Town, will be kept confidential and not be disclosed to any other person. Consultant will immediately notify Town in writing if it is requested to disclose any information made known to or discovered by Consultant during the performance of or in connection with this Agreement. These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services to Town hereunder. 2.07 Ownership of Results. Any interest (including copyright interests) of Consultant or its contractors or subconsultants (together, “Subconsultants”), in studies, reports, memoranda, computational sheets, drawings, plans or any other documents (including electronic media) prepared by Consultant or its Subconsultants in connection with the Services, shall become the property of Town. To the extent permitted by Title 17 of the United States Code, work product produced under this Agreement shall be deemed works for hire and all copyrights in such works shall be the property of Town. In the event that it is ever determined that any works created by Consultant or its Subconsultants under this Agreement are not works for hire under U.S. law, Consultant hereby assigns to Town all copyrights to such works. With Town’s prior written approval, Consultant may retain and use copies of such works for reference and as documentation of experience and capabilities. As respects Consultant’s standard details and proprietary design instruments of service (not specific to this Agreement), however, Town shall have only a non-exclusive but otherwise unrestricted license to use the materials prepared in connection with this Agreement. 2.08 Non-Discrimination Policy. Consultant shall not discriminate against any employee or applicant for employment, nor against any Subconsultant or applicant for a subcontract, because of race, color, religious creed, age, sex, actual or perceived sexual orientation, national origin, disability as defined by the ADA or veteran’s status. To the extent applicable, Consultant shall comply with all federal, state and local laws (including, without limitation, all Town and Town ordinances, rules and regulations) regarding non-discrimination, equal employment opportunity, affirmative action and occupational-safety-health concerns, shall comply with all applicable rules and regulations thereunder, and shall comply with same as each may be amended from time to time. Consultant shall provide all information reasonably requested by Town to verify compliance with such matters. Consultant stipulates, acknowledges and agrees that Town has the right to monitor Consultant’s compliance with all applicable non-discrimination requirements, and may impose sanctions upon a finding of a willful, knowing or bad faith noncompliance or submission of information known or suspected to be false or misleading. 2.09 Termination and Suspension. (i) Town may, with or without cause, direct Consultant to suspend, delay or interrupt Services, in whole or in part, for such periods of time as Town may Town of Tiburon 7/20 Annex A - 4 Purchase Order for Professional Services determine in its sole discretion. (ii) Town may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should Consultant commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of Town’s written notice to Consultant demanding such cure, in which case Consultant shall be liable to Town for all loss, cost, expense, damage and liability resulting from such breach and termination. (iii) Town may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever Town determines that such termination is in Town’s best interests, in which case Consultant shall be entitled to recover compensation and costs for services performed to the effective date of termination, but may recover no other cost, damage or expense. The Town may condition payment of such compensation upon the Consultant’s delivery to the Town of any and all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the Town in connection with this Agreement. Consultant shall continue its work throughout the course of any dispute, and Consultant’s failure to continue work during a dispute shall be a material breach of this Agreement. 2.010 Execution; Venue; Limitations. This Agreement shall be deemed to have been executed in the Town of Tiburon, County of Marin. The exclusive venue for all disputes or litigation arising out of this Agreement shall be in the Superior Court of the County of Marin, unless the parties agree otherwise in writing. Enforcement of this Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules. Except as expressly provided in this Agreement, nothing in this Agreement shall operate to confer rights or benefits on persons or entities not party to this Agreement. As between the parties to this Agreement, any applicable statute of limitations for any act or failure to act shall commence to run on the date of Town’s issuance of the final Certificate for Payment, or termination of this Agreement, whichever is earlier, except for latent defects, for which the statute of limitation shall begin running upon discovery of the defect and its cause. ARTICLE 3 – CONSTRUCTION OF AGREEMENT 3.01 Headings. The headings in this Agreement are for convenience only and do not affect the construction of this Agreement. 3.02 Modifications. Modifications to this Annex “A” Agreement Terms and Conditions shall not be effective unless approved and initialed by Town’s Town Manager. ARTICLE 4 – CONSULTANT’S PROPOSAL AND OTHER CONSULTANT-PREPARED DOCUMENTS 4.01 Exhibit 1. Exhibit 1 consists of Consultant-prepared documents (e.g., Consultant’s rate sheet and proposal, if any) attached to this Agreement for reference only, defining further the scope of Consultant’s scope of Services hereunder. 4.02 Complementary Construction. This Agreement, its Annexes and attachments (including but not limited to the attached Exhibit 1) are deemed complementary; what is called for by one is as binding as if called for in both and shall be performed by Consultant. In the case of direct conflict, then the requirement providing Town with the broader scope of services shall have precedence. 4.03 Modifications. Exhibit 1 may not supplement, contradict or qualify Annex “A” Agreement Terms and Conditions, except as listed below and initialed by the Town Manager. 4.04 Named Personnel and Subconsultants. It is recognized that the named personnel and Subconsultants in the Agreement are not bound by personal employment contracts to Consultant, however, Consultant agrees that reassignment of any of the named personnel or Subconsultants during the Services requires prior written approval of Town, which approval shall not be unreasonably withheld. Under no circumstances may Consultant replace personnel or Town of Tiburon 7/20 Annex A - 5 Purchase Order for Professional Services Subconsultants with less qualified or less experienced personnel, without Town’s written consent, which may be withheld by Town on a reasonable belief of good cause. END OF ANNEX “A” Annex B - 1 Purchase Order for Professional Services SJ - San Jose #4822-9782-9058 v1 ANNEX B – INSURANCE REQUIREMENTS This is an Annex to the Agreement for Professional Services Agreement dated __________ (“Agreement”) between Town and Consultant, as described therein, for the provision of professional services (“Services”). ARTICLE 5 – INSURANCE Consultant’s Duty to Show Proof of Insurance. Prior to the execution of this Agreement, Consultant shall furnish to Town satisfactory proof that Consultant has taken out for the entire period required by this Agreement, as further described below, the following insurance, in a form satisfactory to Town and with an insurance carrier satisfactory to Town, authorized to do business in California and rated by A. M. Best & Company A- or better, financial category size VII or better, which will protect those described below from claims described below which arise or are alleged to have arisen out of or result from the acts or omissions of Consultant for which Consultant may be legally liable, whether performed by Consultant, or by those employed directly or indirectly by it, or by anyone for whose acts Consultant may be liable: 5.01 Commercial General Liability Insurance Commercial general liability insurance, written on an “occurrence” basis, which shall provide coverage for bodily injury, death and property damage resulting from operations, products liability, blasting, explosion, collapse of buildings or structures, damage to underground structures and utilities, liability for slander, false arrest and invasion of privacy arising out of construction management operations, blanket contractual liability, broad form endorsement, a construction management endorsement, products and completed operations, personal and advertising liability, with per location limits of not less than One Million Dollars ($1,000,000) general aggregate and One Million Dollars ($1,000,000) each occurrence. 5.02 Business Automobile Liability Insurance CONSIDER IF APPROPRIATE FOR TYPE OF SERVICE. IF NOT, DELETE] Business automobile liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence including coverage for owned, non-owned and hired vehicles. 5.03 Workers’ Compensation Insurance CONSIDER IF APPROPRIATE FOR TYPE OF SERVICE. IF NOT, DELETE] Workers’ Compensation Employers’ Liability limits not less than One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) per disease and One Million Dollars ($1,000,000) aggregate. Consultant’s Workers’ Compensation Insurance policy shall contain a Waiver of Subrogation. In the event Consultant is self-insured, it shall furnish Certificate of Permission to Self-Insure signed by Department of Industrial Relations Administration of Self-Insurance, State of California. 5.04 Professional Liability Insurance [CONSIDER IF APPROPRIATE FOR TYPE OF SERVICE. IF NOT, DELETE] Professional Liability Insurance, either limits of not less than One Million Dollars ($1,000,000) each occurrence or claim and Two Million Dollars ($2,000,000) aggregate, all with respect to negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured and with tail coverage for a period of five (5) years after the completion of the Services. 5.05 Additional Insured / Waiver of Subrogation Consultant shall include Town, its officers, officials, agents, employees and volunteers as Additional Insureds under the General Liability and Auto policies, and shall supply specific endorsements for same. Annex B - 2 Purchase Order for Professional Services SJ - San Jose #4822-9782-9058 v1 The Additional Insured endorsement under the General Liability policy will be the Additional Insured – Town, Lessees or Contractors – Scheduled Person or Organization ISO Form CG2010 with the current applicable revision date. It is acceptable that the Additional Insured endorsement to provide “where required by written contract." Consultant shall obtain a specific endorsement to its workers’ compensation insurance policy waiving all rights of subrogation against the Town, its officers, officials, agents, employees and volunteers. 5.06 The policies shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company’s liability. 5.07 Written notice of cancellation of the policies shall be mailed to Town thirty (30) days in advance of the effective date thereof. 5.08 Insurance shall be primary insurance and no other insurance or self insured retention carried or held by any named or additional insureds other than that amount Consultant shall be called upon to contribute to a loss covered by insurance for the named insured. 5.09 Certificates of Insurance and Endorsements shall have clearly typed thereon the title of the Agreement, shall clearly describe the coverage and shall contain a provision requiring the giving of written notice. 5.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant or any of its permitted subcontractors or subconsultants may be held responsible for payment of damages resulting from their operations. If Consultant fails to maintain any required insurance, Town may take out such insurance, and deduct and retain amount of premium from any sums due Consultant under this Agreement. END OF ANNEX “B” TOWN OF TIBURON PAGE 1 OF 2 STAFF REPORT To: Mayor and Members of the Town Council From: Department of Public Woks Subject: Adopt Proclamation Declaring May 16-22, 2021 as National Public Works Week Reviewed By: _________ Greg Chanis, Town Manager ________ Benjamin Stock, Town Attorney SUMMARY The Council will consider adoption of a Mayors Proclamation honoring our Public Works employees by declaring May 16-22, 2021 as National Public Works Week. RECOMMENDED ACTION(S) 1. Adopt the attached Mayor’s Proclamation (Exhibit 1). BACKGROUND 2021 marks the 61st annual National Public Works Week, sponsored by the American Public Works Association and the Canadian Public Works Association. In honor of the many contributions made by our public works employees here in Tiburon, Council is being asked to adopt the Mayor’s Proclamation (Exhibit 1) which designates May 16-22, 2021 as National Public Works Week. ANALYSIS No further analysis provided. FINANCIAL IMPACT Staff anticipates no direct fiscal impact to the Town by adoption of this Proclamation. CLIMATE IMPACT Staff has determined this action will have no direct climate impact to Tiburon. TOWN OF TIBURON 1505 Tiburon Boulevard Tiburon, CA 94920 Town Council Meeting May 5, 2021 Agenda Item: CC-5 Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 2 OF 2 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 adopt the attached Proclamation. Exhibit(s): 1. Mayor’s Proclamation Page 1 of 1 Mayor’s Proclamation: Public Works Week 05/05/2021 TOWN OF TIBURON MAYOR’S PROCLAMATION National Public Works Week May 16 – 22, 2021 “Stronger Together” WHEREAS, public works professionals focus on infrastructure, facilities and services that are of vital importance to sustainable and resilient communities and to the public health, high quality of life and well-being of the people of the Town of Tiburon; and WHEREAS, these infrastructure, facilities and services could not be provided without the dedicated efforts of public works professionals, who are engineers, managers and employees at all levels of government and the private sector, who are responsible for rebuilding, improving and protecting our nation’s transportation, water supply, water treatment and solid waste systems, public buildings, and other structures and facilities essential for our citizens; and WHEREAS, it is in the public interest for the citizens, civic leaders and children in the Town of Tiburon to gain knowledge of and to maintain an ongoing interest and understanding of the importance of public works and public works programs in their respective communities; and WHEREAS, the year 2021 marks the 61st annual National Public Works Week sponsored by the American Public Works Association/Canadian Public Works Association. NOW THEREFORE, I, Mayor Holli Thier, do hereby designate the week May 16 – 22, 2021 as National Public Works Week; I urge all citizens to join with representatives of the American Public Works Association and government agencies in activities, events and ceremonies designed to pay tribute to our public works professionals, engineers, managers, and employees and to recognize the substantial contributions they make to protecting our national health, safety, and quality of life. HOLLI P. THIER, MAYOR TOWN OF TIBURON TOWN OF TIBURON PAGE 1 OF 2 STAFF REPORT To: Mayor and Members of the Town Council From: Department of Administrative Services Subject: Consider Appointment to the Heritage & Arts Commission Reviewed By: _________ Greg Chanis, Town Manager ________ Benjamin Stock, Town Attorney SUMMARY The Council will consider making one appointment to the Heritage & Arts Commission. RECOMMENDED ACTION(S) 1.Consider appointing Kindra Lee to the Heritage & Arts Commission. BACKGROUND The Heritage & Arts Commission has had one vacancy since December 8, 2020, when Commissioner Kenna Norris submitted her resignation from the Commission. Town staff advertised the vacancy on the Heritage & Arts Commission according to Town Appointments Policy. The initial application period closed on February 11, 2021, and no applications were received prior to the deadline. The Town has been accepting applications for the open seat since that time. On March 17, 2021, Kindra Lee applied to serve on the Heritage & Arts Commission. She was interviewed by the Council this afternoon. Staff recommends the Council consider appointing Kindra Lee to the Heritage & Arts Commission. If appointed, she will be appointed to a term ending in February 2024. ANALYSIS No further analysis provided. FINANCIAL IMPACT Staff anticipates no direct fiscal impact to the Town. TOWN OF TIBURON 1505 Tiburon Boulevard Tiburon, CA 94920 Town Council Meeting May 5, 2021 Agenda Item: AI-1 Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 2 OF 2 CLIMATE IMPACT Staff has determined this action will have no direct climate impact to Tiburon. 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 consider appointing Kindra Lee to the Heritage & Arts Commission. Exhibit(s): 1. Kindra Lee Application Prepared By: Lea Stefani, Town Clerk EXHIBIT 1 Town of Tiburon 1505 Tiburon Blvd., Tiburon, CA 94920 lstefani@townoftiburon.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 applicanUCouncil 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: Kindra Mari Lee Applicant Name Date: 3/17/21 Areas of Interest Please indicate your areas of interest in numerical order: ---Planning Commission ---Parks, Open Space & Trails Comm. Design Review Board ---Bel-Tib Joint Recreation Board --- 1 Heritage & Arts Commission ---Disaster Advisory Council --- ---Bel-Tib Library Board ---Commission on Aging ---Affordable Housing ---Building Code Appeals Board Applicant Information Address: 65 Round Hill Road Street Address Apartment/Unit # Tiburon CA 94920 City State ZIP Code 415-608-7506 kindraloy@mac.com Phone: Email: ------------------------------- Why did you select your area(s) of interest? I have been in communication with Patti Pickett and Nora Noguez regarding an open space on the Heritage and Arts Commission. As a Tiburon resident for the last 12 years I have become aware of the importance of community involvement in town initiatives. I am excited about the opportunity to promote Tiburon's historic and artistic character with the commission. What are your applicable qualifications and experiences? In the years that I have lived in Marin I have volunteered extensively in the community. In addition to years of volunteering at Reed and Bel Aire, I also sat on the board of the Southern Marin Mothers Club as the Director of Events where I planned and oversaw several small and large scale events. In addition to an undergraduate degree in communication studies I hold a masters degree in education and am currently pursuing a graduate degree in library science. 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. Areas of Expertise • Verbal & Written Communication • Business Management • Classroom Instruction & Teaching • Grassroots Marketing • Community Events • Public Relations Career Highlights Achieved Master of Arts in Education/California Multiple Subject Teaching Credential with Cross-Cultural, Language and Academic Development (CLAD) in 2005. Planned lessons, led classes, created community-oriented themes, and executed special occasion programs for elementary school students. Accepted into the Master of Library and Information Sciences (MLIS) program at San Jose State University with completion date of Fall 2022. Conceptualized and launched a community-themed cookie business supporting local events, parties and fundraisers. Produced and anchored multiple large community events and served as Board Member for Southern Marin Mothers’ Club. Served as Account Executive with two public relations firms focused on the technology vertical. Professional Experience YUMMY TUMMY COOKIES, Tiburon, CA Founder (2015-2019) Conceptualized and launched the custom cookie business at local library fundraiser (Blackie’s Hay Day). Subsequently delivered custom orders for a range of events including parties and community fundraisers, as well as cookie-decorating parties for youth. • Established operational framework including business licenses, social media platforms and website. • Maintained 100% customer satisfaction throughout increased seasonal demand. • Established and grew loyal customer base organically. JUNIPERO SERRA ELEMENTARY SCHOOL, Daly City, CA Student Teacher (2006) Hired to teach second and third grade classes of up to 20 students across multiple subjects. • Planned and led classroom-based lessons to support and complement school district curriculum across multiple subjects. • Implemented phonics instruction with smaller groups of second grade students. • Prepared for and led parent-teacher conferences. • Led third grade math and social studies lessons. • Created a community themed unit for third grade students. • Promoted and adjusted lessons in support of ‘Giving Day’ to emphasize importance of community involvement. • Completed relevant administration including testing, attendance and grade records. • Administered Star Assessment testing of the California Reading Literacy Project for grades one through five. • Initiated and conducted “Book Talks” program, with all grade levels (K-5) to encourage interest in reading. • Organized and produced annual Scholastic Book Fair. Education & Library Professional Kindraloy@mac.com | 415-608-7506 | linkedin.com/in/KindraLee Upbeat, collaborative, creative, empathetic, adaptable and highly organized. Applies a thoughtful approach and takes pride in creating safe, welcoming and accepting environments. Community-oriented with strong sense of social stewardship. KINDRA 2 KINDRA LEE Continued… Junipero Serra Elementary School Continued… • Contributed to production of annual Halloween Fair. • Conceptualized and implemented “To Grandmother’s House We Go” that involved volunteer grandmothers reading to students to foster a love of reading. • Co-directed annual play, “More”, a production involving more than 80 students. • Served as substitute teacher across multiple classrooms. • Participated in teacher workshops on developing writing skills in the classroom. • Tutored kindergarten student to improve phonics with alphabet and work identification. ALEXANDER OGILVY, San Francisco, CA Account Executive (2001-2004) Joined an account team serving global technology clients who included Sun Microsystems and Qualcomm. • Completed research to evaluate press coverage and identify publicity opportunities. • Produced multiple press releases announcing new product releases and strategic hires. • Supported launch of more than 10 products. • Cultivated relationships with media outlets. • Coordinated and supported multiple marketing campaigns. • Produced and executed several events and brand experiences including press meetings. Education 2005: Master of Arts, Education/California Multiple Subject Teaching Credential with Cross-Cultural, Language and Academic Development (University of Phoenix, San Francisco, CA) 2010: Bachelor of Arts, Communication Studies (University of North Carolina, Wilmington, NC) Licensure California Multiple Subject Teaching Credential - Preliminary Noteworthy 2013-Present: Reed Union School District Regular (twice monthly+) classroom volunteer supporting smaller groups of students across multiple subjects. Regularly volunteer as a support person in the library and art room. 2015-Present: Community Events (Volunteer & Contributor) Supported multiple community events including Blackie’s Hay Day (fundraiser for Tiburon Library) and School Fundraisers including the annual Book Fair. 2012-2014: Southern Marin Mothers’ Club (Board Member, Activities) Directed a team of 4-6 volunteer chairs responsible for Events, Socials and Parent Evenings. Attended monthly board meetings while working with the club President and Board to determine budgets and plans for the year. Served as a volunteer while in this role. 2010-2012: Southern Marin Mothers’ Club (Active Volunteer & Co-Head, Events) Co-lead a team of 4-5 members and recruited additional volunteers to produce and execute the annual summer BBQ (an event for 300+ attendees) in addition to monthly parents socials. Managed budget, arranged entertainment, hired caterer and planned activities. TOWN OF TIBURON PAGE 1 OF 3 STAFF REPORT To: Mayor and Members of the Town Council From: Department of Public Works Subject: Required Action for the Hawthorne Undergrounding Assessment District Project: Adopt a Resolution of Issuance Approving the Bond Indenture Agreement and Placement Agent Agreement Reviewed By: _________ Greg Chanis, Town Manager ________ Benjamin Stock, Town Attorney SUMMARY This item requests Council Adopt a Resolution of Issuance for the Hawthorne Undergrounding Assessment District Project. RECOMMENDED ACTION(S) Adopt a Resolution of Issuance. BACKGROUND In 2016, property owners on portions of Rock Hill Drive, Hawthorne Drive, Hilary Drive, Hilary Court, Mira Vista Court, Del Mar Drive, Palmer Court and Tiburon Boulevard began the process of forming the Hawthorne Utility Undergrounding Assessment District (“The District”). The goal of forming the District is to facilitate removal of the existing overhead utility lines and poles and relocate them underground (the “Hawthorne Project”). The District consists of 120 parcels (plus 3 sliver parcels), including both residential and commercial properties. On February 7, 2018, property owners in the District approved tax assessments equal to the cost estimate to fund completion of the project, with the intent the Town would sell bonds in the approved amount to finance the Project. Town Council recently approved agreements with Pacific Gas & Electric (PG&E), and Ranger Pipelines to construct the Project. Town Staff and consultants used that information to update the Project costs estimate, obtain new estimates on the cost to finance, and revise the Project Cost Estimate from the Assessment Engineer's Report. Exhibit 1 to this report is the Revised Project Cost Estimate from the Assessment Engineer's Report. In order to issue bonds and keep the Project on schedule, Town Council needs to adopt a resolution of issuance authorizing issuance of the bonds. TOWN OF TIBURON 1505 Tiburon Boulevard Tiburon, CA 94920 Town Council Meeting May 5, 2021 Agenda Item: AI-2 Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 2 OF 3 ANALYSIS Adoption of the Resolution of Issuance (Exhibit 2) provides necessary authorizations for Town Staff to proceed with the sale of bonds. The Resolution of Issuance accomplishes the following: • Appoints Stifel Nicolaus & Company, Incorporated (“Stifel”) as the underwriter. • Approves the form of the Bond Indenture (Exhibit 3) • Approves the form of the Continuing Disclosure Agreement (Exhibit 4), • Approves the form of the Bond Purchase Agreement (Exhibit 5). • Approves the form of the Preliminary Official Statement (Exhibit 6) • Appoints NBS as the Dissemination Agent. • Appoints U.S. Bank National Association as trustee for the Bonds. • Authorizes the Mayor and the Town Manager to execute any and all documents necessary to accomplish the issuance of the Bonds. A good faith estimate related to the Series A Bonds which are required by Government Code Section 5852.1 is included as Exhibit 7. This estimate will be revised once the prepayment period ends, and Staff anticipates presenting a revised estimate at the Council meeting. FINANCIAL IMPACT The following table summarizes the estimated Project cost and funding. Description Cost Preliminary Engineering $615,000 Right of Way $275,000 Environmental $188,950 Construction Management $563,958 Construction (with 20% Contingency) $5,638,047 Utility Costs $1,515,218 Other Incidentals $110,000 Cost of Issuance / Financing $955,951 Total Project Cost $9,862,124 Source of Funding Town Contributions $771,040 Total Assessment District Cost $9,091,084 Total Funding $9,862,124 With regards to the Town Contribution of $771,040, that figure is comprised of the following three components: Paving costs (including 20% contingency) $ 364,237 General Benefit $ 19,672 Additional Contribution $ 387,131 Total $ 771,040 Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 3 OF 3 In 2018, Council committed to covering the cost of paving certain street sections when the project was complete. Also, Council approved an additional maximum contribution of $500,000 towards the undergrounding portion of the Project. Based on the estimated project cost in 2018 and per the approved Engineer's Report, Part III (Contributions), the Town would contribute $25,823 to fund the portion of the Project that is for General Benefit, plus an Additional Contribution of $474,177, for a total of $500,000. The Engineer's Report also states that "If the total cost of construction and incidental expenses is equal to or greater than the $10,757,563, then the full amount ($500,000) will be contributed. If the total cost of the construction and incidental cost is less than $10,757,563, then the Town’s contribution would be reduced by a percentage equal to the percentage reduction of the costs." This reduces the Town's contribution for General Benefit and Additional Contribution to $406,803. Bond financing is planned to fund the assessments that are not paid in full during the prepayment period. The current financing schedule shows that the bond sale will close on June 9, 2021. ENVIRONMENTAL REVIEW A mitigated negative declaration for the Project was approved by Town Council on November 15, 2017. RECOMMENDATION Staff recommends Town Council Adopt a Resolution of Issuance. Exhibits: 1. Revised Project Cost Estimate 2. Resolution of Issuance 3. Bond Indenture Form 4. Continuing Disclosure Agreement 5. Bond Purchase Agreement 6. Preliminary Official Statement 7. Good Faith Estimate Prepared By: Steven Palmer, PE, Director of Public Works / Town Engineer EXHIBIT 1 Jul-18 Apr-21 Estimate Cost Estimate Cost $4,718,001 $4,394,842 $1,415,400 $878,968 Subtotal Joint Trench $6,133,401 $5,273,810 Town of Tiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District) 124 Parcels JOINT TRENCH CONSTRUCTION COSTS 20% construction contingency UTIILITY COST (PG&E, AT&T and Comcast) PG&E $2,385,171 $1,260,474 AT&T $121,517 $116,559 Comcast $138,185 $138,185 Subtotal Utility $2,644,873 $1,515,218 ENVIRONMENTAL MITIGATION $250,000 $188,950 Subtotal Environmental $250,000 $188,950 $9,028,274 $6,977,978 LESS CONTRIBUTIONS Contribution for General Benefit ($25,823)($19,672) Additonal contribution ($474,177)($387,131) Total Contributions:($500,000) ($406,803) INCIDENTAL EXPENSES Easement Acquisition Costs $0 $275,000 Construction Management $722,262 $563,958 Engineering $600,000 $615,000 Town Admin $100,000 $100,000 Property Owner's Legal $10,000 $10,000 Bond Counsel $90,000 $90,000 Municipal Advisor $30,000 $30,000 Rating Agency $30,000 $0 Trustee/Paying Agent $9,000 $10,000 Other Services $27,500 $15,000 Underwriter's Discount $136,350 $115,500 $1,755,112 $1,824,458 $10,283,386 $8,395,633 FINANCING COSTS (Estimate) Bond Reserve **$851,433 $486,756 Funded Interest **$711,187 $208,695 $1,562,620 $695,451 $11,846,006 $9,091,084TOTAL TO ASSESSMENT: Total Construction Cost: Total Incidental Expenses: Total Construction and Incidental Expenses: Total Financing Costs: EXHIBIT 2 1 4826-2862-4352v5/200690-0001 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 THE TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE 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 Undergrounding 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. 2017-1 (Hawthorne 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”) on February 22, 2018 in the Book of Maps of Assessment Districts in Book 2018, Page 21 as Document No. 2018-0005674; and WHEREAS, a Notice of Assessment, as prescribed in Section 3114 of the Code, was recorded with the County Recorder of the County on February 22, 2018 as Document No. 2018- 0005675, 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, subsequent to the recording of the Notice of Assessment, the owners of parcels within the Assessment District were given notice of their right to prepay the assessment within 30 days, and the owners of the parcels upon which Assessment Numbers 51, 55A, 116 and 118, as shown in the Final Engineer’s Report, were levied prepaid such assessment and on May 1, 2018 the Town recorded with the County Recorder of the County a Notice of Discharge of Assessment Liens and Addendum to Notice of Assessment which discharged the assessment lien on each of those parcels; and WHEREAS, following the recording of the Notice of Discharge of Assessment Liens and Addendum to Notice of Assessment, the owner of Assessor’s Parcel Number 055-183-27, upon which Assessment Number 51 had been levied and discharged requested that the Town refund the cash prepayment made with respect to Assessor’s Parcel Number 055-183-27 and place a new assessment thereon in the amount of $104,076.89, which equals the amount initially assessed against such parcel as set forth in the Final Engineer’s Report; and 2 4826-2862-4352v5/200690-0001 WHEREAS, the Town Council set May 19, 2021 as the date for the public hearing on a proposed new Assessment No. 51A to be placed on Assessor’s Parcel Number 055-183-27 in the amount of $104,076.89; 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 unpaid assessments on the parcels within the Assessment District; and WHEREAS, this Town Council desires to authorize the issuance of bonds (the “Bonds”) up to the maximum principal amount described in Section 3 below to be secured by unpaid assessments within the Assessment District in an amount equal to the principal amount of the Bonds issued for the purpose of financing the acquisition and construction of the improvements for which the assessments were confirmed (the “Improvements”); and WHEREAS, the Policies call for the Town to retain the services of a firm to assist in the pricing, selling and delivery of the Bonds and the Town requested proposals for underwriting services related to the sale of the Bonds and following an evaluation of the proposals submitted, the Town Manager is recommending that this Town Council retain the services of Stifel Nicolaus & Company, Incorporated (“Stifel”) to act as the Underwriter for the Bonds; and WHEREAS, there has been presented to the Town Council the forms of a Bond Indenture (the “Bond Indenture”) between the Town and U.S. Bank National Association, as trustee (the “Trustee”), 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 (the “Underwriter”), as the purchaser of the Bonds (the “Bond Purchase Agreement”), and the form of a Preliminary Official Statement for the Bonds (the “Preliminary Official Statement”) to be used by the Underwriter in connection with the sale of the Bonds; and WHEREAS, the Town desires to approve the forms of the Bond Indenture, the Continuing Disclosure Agreement and the Bond Purchase Agreement; to authorize the issuance of the 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 Bonds and to authorize the officers of the Town to take all actions required for or related to the issuance of the Bonds; and 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); 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 Bond Indenture is approved in substantially the form presented to this Town Council; and each of the Mayor, the Town Manager, the Director of Administrative Services 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 Bond Indenture substantially in the form approved with such additions thereto and changes therein as the Authorized Officer executing the Bond Indenture deems 3 4826-2862-4352v5/200690-0001 necessary to effectuate the issuance of the 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 Bonds. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Bond Indenture by any one of the Authorized Officers. Section 3. The Bonds in an aggregate principal amount not to exceed Nine Million Five Hundred Thousand Dollars ($9,500,000), shall be issued pursuant to the provisions of the 1915 Act upon the security of an equal amount of unpaid assessments remaining within the Assessment District as of the date of the issuance of the Bonds and as set forth in the Bond Indenture. If the proposed new Assessment No. 51A is confirmed by the Town Council at the public hearing scheduled for May 19, 2021, then such assessment shall be included as one of the unpaid assessments securing the Bonds. The 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 Bonds shall be issued substantially in the form of bonds set forth in the 1915 Act, except as such form may vary from the terms and conditions set forth in this Resolution and the Bond Indenture. The principal amount of the Bonds to be sold will be determined by the Town Manager or his designee or the Director of Administrative Services, up to, but not to exceed, the amounts set forth above. 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 Bonds. The Town is not obligated to advance available funds from the Town treasury to the Redemption Fund in the event of a delinquency in the payment of an assessment installment or installments. The Bonds are not general obligations of the Town; they are limited obligations payable solely from the funds specified in the 1915 Act and the Bond Indenture. The Town Council hereby finds and determines that the issuance of the Bonds is consistent with the Policies and that information satisfying the requirements of Government Code Section 5852.1(a)(1) has been presented to the Town Council and disclosed at the meeting at which this resolution is being adopted. Section 4. The provisions of Part 11.1 (commencing with Section 8760) of the 1915 Act, providing an alternative procedure for the division of land and the 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 4 4826-2862-4352v5/200690-0001 Statement to prospective purchasers of the Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary by 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 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 Bonds to the Underwriter is hereby approved provided that (a) the Underwriter’s discount, exclusive of original issue discount, shall not exceed one and three tenths percent (1.3%) of the original aggregate principal amount of the Bonds issued, (b) the true interest cost on the Bonds, as calculated by the Underwriter or Sperry Capital, Inc., the Town’s Municipal Advisor, shall not exceed four percent (4%) per annum, (c) the final principal amounts, discount and interest rates for the Bonds shall have been approved by the Town Manager or the Director of Administrative Services; and (iv) the final maturity date of the bonds shall not be later than September 2, 2051. Subject to compliance with the foregoing provisions, any one of the Authorized Officers is hereby authorized and directed to evidence the Town’s acceptance of the offer made by the Underwriter 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 the Bond Purchase Agreement. Section 8. The Trustee is hereby authorized and directed to authenticate the 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 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. The Authorized Officers and other officers of the Town are further authorized following the issuance of the Bonds to take all steps required to reduce the amount of the unpaid assessments on the parcels within the Assessment District to an aggregate amount equal to the principal amount of the Bonds issued and to take action from time to time in the capacity of an Authorized Representative of the Town under the Bond Indenture. 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 5 4826-2862-4352v5/200690-0001 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. 6 4826-2862-4352v5/200690-0001 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 May 5, 2021. HOLLI P. THIER, Mayor ATTEST: LEA STEFANI Town Clerk EXHIBIT 3 Stradling Yocca Carlson & Rauth Draft of 4/29/21 4818-9918-9216v3/200690-0001 BOND INDENTURE By and Between TOWN OF TIBURON and U.S. BANK NATIONAL ASSOCIATION, as Trustee In Connection with $_______ TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2021 SERIES A Dated as of May 1, 2021 TABLE OF CONTENTS Page i 4818-9918-9216v3/200690-0001 ARTICLE I DEFINITIONS Section 101. Definitions .............................................................................................................. 1 Section 102. Interpretation........................................................................................................... 7 Section 103. Equality of Bonds; Pledge of Assessments; No Obligation to Cure Deficiency .... 7 ARTICLE II AUTHORIZATION AND ISSUANCE OF BONDS Section 201. Assessments ............................................................................................................ 8 Section 202. Type and Nature of Bonds; Limited Liability ........................................................ 8 Section 203. Authorization and Purpose of Bonds ...................................................................... 8 Section 204. Issuance of Parity Bonds for Refunding Purposes .................................................. 9 ARTICLE III TERMS AND PROVISIONS OF BONDS Section 301. Terms of Bonds....................................................................................................... 9 Section 302. Execution and Authentication ............................................................................... 11 Section 303. Registration, Exchange or Transfer ...................................................................... 11 Section 304. Bond Register ....................................................................................................... 12 Section 305. Mutilated, Lost, Destroyed or Stolen Bonds ........................................................ 12 Section 306. Form of Bonds; Temporary Bonds ....................................................................... 13 ARTICLE IV REDEMPTION OF BONDS Section 401. Provisions for the Redemption of the Bonds ........................................................ 13 Section 402. Selection of Bonds for Redemption ...................................................................... 14 Section 403. Notice of Redemption ........................................................................................... 15 Section 404. Partial Redemption of Bonds ................................................................................ 15 Section 405. Effect of Notice and Availability of Redemption Money ..................................... 15 ARTICLE V CREATION OF FUNDS AND ACCOUNTS; APPLICATION OF PROCEEDS AND ASSESSMENTS Section 501. Funds and Accounts .............................................................................................. 16 Section 502. Costs of Issuance Fund ......................................................................................... 17 Section 503. Assessment Fund .................................................................................................. 17 Section 504. Redemption Fund.................................................................................................. 17 Section 505. Reserve Fund ........................................................................................................ 18 --- TABLE OF CONTENTS (continued) Page ii 4818-9918-9216v3/200690-0001 Section 506. Rebate Fund .......................................................................................................... 19 Section 507. Improvement Fund ................................................................................................ 22 Section 508. Investments ........................................................................................................... 22 Section 509. Delinquency Resulting in Ultimate or Temporary Loss on Bonds ....................... 24 ARTICLE VI ISSUANCE OF BONDS Section 601. Authorization and Designation of Bonds.............................................................. 25 Section 602. Denominations of Bonds ...................................................................................... 25 Section 603. Maturity Dates and Interest Rates of Bonds ......................................................... 25 Section 604. Form of Bonds ...................................................................................................... 26 Section 605. Application of Proceeds of the Sale of Bonds ...................................................... 33 ARTICLE VII COVENANTS AND WARRANTY Section 701. Warranty ............................................................................................................... 33 Section 702. Covenants ............................................................................................................. 33 Section 703. Continuing Disclosure Agreement ....................................................................... 35 ARTICLE VIII AMENDMENTS TO INDENTURE Section 801. Amendments Not Requiring Bondowner Consent ............................................... 36 Section 802. Amendments Requiring Bondowner Consent ...................................................... 36 Section 803. Notation of Bonds; Delivery of Amended Bonds ................................................. 37 ARTICLE IX TRUSTEE Section 901. Trustee .................................................................................................................. 38 Section 902. Removal of Trustee ............................................................................................... 39 Section 903. Resignation of Trustee .......................................................................................... 39 Section 904. Liability of Trustee ............................................................................................... 39 Section 905. Interested Transactions ......................................................................................... 40 Section 906. Agents ................................................................................................................... 40 ARTICLE X EVENTS OF DEFAULT; REMEDIES Section 1001. Event of Default .................................................................................................... 41 Section 1002. Remedies of Owners ............................................................................................. 41 --- TABLE OF CONTENTS (continued) Page iii 4818-9918-9216v3/200690-0001 ARTICLE XI DEFEASANCE Section 1101. Defeasance ............................................................................................................ 42 ARTICLE XII MISCELLANEOUS Section 1201. Cancellation of Bonds ........................................................................................... 43 Section 1202. Execution of Documents and Proof of Ownership ............................................... 43 Section 1203. Unclaimed Moneys ............................................................................................... 43 Section 1204. Provisions Constitute Contract; Successors .......................................................... 44 Section 1205. Further Assurances; Incontestability .................................................................... 44 Section 1206. Severability ........................................................................................................... 44 Section 1207. General Authorization .......................................................................................... 45 Section 1208. Liberal Construction ............................................................................................. 45 Section 1209. Notice .................................................................................................................... 45 Section 1210. Action on Next Business Day ............................................................................... 45 Signatures S-1 EXHIBIT A WRITTEN DELIVERY REQUISITION – COSTS OF ISSUANCE FUND ................................................................................................................. A-1 EXHIBIT B WRITTEN DELIVERY REQUISITION – IMPROVEMENT FUND .............. B-1 --- 1 4818-9918-9216v3/200690-0001 BOND INDENTURE This Bond Indenture, dated as of May 1, 2021 (the “Indenture”), is made and entered into by the Town of Tiburon (the “Town”), a municipal corporation of the State of California (the “State”), and U.S. Bank National Association, as trustee (the “Trustee”) in connection with the Town of Tiburon Assessment District No. No. 2017-1 (Hawthorne Undergrounding District) (the “Assessment District”). WITNESSETH: 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 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 3115 of the Code; and WHEREAS, it is necessary and desirable that the Town sell bonds (the “Bonds”) pursuant to the Improvement Bond Act of 1915, Division 10 of the California Streets and Highways Code (the “1915 Act”), to be issued to represent a portion of the unpaid assessments; In consideration of the mutual covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS Section 101. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings: “Administrative Expense Fund” means the Town of Tiburon Assessment District No. 2017-1 Administrative Expense Fund established with the Treasurer. “Administrative Expense Requirement” means an amount, not in excess of the aggregate maximum annual assessment for Administrative Expenses permitted to be levied within the Assessment District as set forth in the Engineer’s Report, to be specified each year by the Treasurer to be used for Administrative Expenses. “Administrative Expenses” means the ordinary and necessary fees and expenses for determination of the Assessment and administering the levy and collection of the Assessment and servicing, calling and redeeming the Bonds, including any or all of the following: the fees and expenses of the Trustee (including any fees or expenses of its counsel), the expenses of the Town in carrying out its duties hereunder (including, but not limited to, annual audits and costs incurred in the levying and collection of the Assessment) including the fees and expenses of its counsel and all other costs and expenses of the Town or the Trustee incurred in connection with the discharge of their respective duties hereunder and, in the case of the Town, in any way related to the administration of the Assessment District. 2 4818-9918-9216v3/200690-0001 “Assessment” or “Assessments” means the special assessments levied in the Assessment District in accordance with the 1913 Act and the Resolution of Formation, exclusive of any assessments levied to pay Administrative Expenses, but inclusive of the net proceeds derived from any foreclosure proceedings and interest and penalties thereon where the Assessment Installments on a delinquent parcel have not been paid to the Town pursuant to the Teeter Plan. “Assessment District” means Town of Tiburon Assessment District No. No. 2017-1 (Hawthorne Undergrounding District). “Assessment Fund” means the Town of Tiburon Assessment District No. 2017-1 Assessment Fund established with the Trustee pursuant to Section 501 hereof. “Assessment Installment” means the annual portion of the Assessment levied to pay the principal of and interest on the Bonds, which does not include assessments levied by the Town to pay Administrative Expenses. “Authorized Investments” mean any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein (the Trustee is entitled to conclusively rely upon any direction of the Town as a certification that such investment constitutes an Authorized Investment): (1) Direct obligations of the United States of America or obligations, the principal of and interest on, which are unconditionally guaranteed by the United States of America; (2) Investment agreements, including GIC’s, forward purchase agreements and flexible repurchase agreements acceptable to, and entered into by the Trustee for the benefit of the Town.; (3) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): Farmers Home Administration (FmHA), Federal Housing Administration Debentures (FHA), General Services Administration, U.S. Department of Housing and Urban Development (HUD); (4) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): Federal Home Loan Bank Water System, Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA), and Federal Farm Credit Bank Corporation (FFCB); (5) Money market funds registered under the Federal Investment Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of “AAAm-G,” “AAA-m,” or “AA-m” and if rated by Moody’s, “Aaa”, “Aa1”, or “Aa 2”, including funds for which the Trustee, its parent holding company, if any, or any affiliates or subsidiaries of the Trustee provide investment advisory or other management services; (6) Commercial paper rated, at the time of purchase, “Prime-1” by Moody’s and “A-1” or better by S&P, limited to issuing corporations that are organized and operating within the United States and having total assets in excess of five hundred million dollars and having an “A” or higher rating for such corporation and may not represent more than 10% of the outstanding paper of an issuing corporation; (7) Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF; (8) Certificates of deposit secured at all times by collateral described in (1) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks including the Trustee and its affiliates. The collateral must be held by a third party and the Town must have a perfected first security interest in the collateral; (9) The Local Agency Investment Fund (LAIF) created pursuant to Section 16429.1 of the California Government Code, to the extent the Trustee is authorized to register such investment in 3 4818-9918-9216v3/200690-0001 its name on behalf of the Town; (10) Repurchase agreements that provide for the transfer of securities as described in (1) or (3) above from a dealer bank or securities firm to the Trustee, and the transfer of cash from the Trustee to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the securities at a specified date of no greater than 30 days;(11) The Marin County Pooled Investment Fund; and(12) Any other investment in which funds of the Town may be legally invested pursuant to its approved Investment Policy (the Trustee entitled to rely upon investment direction of the Town as a certification that such investment directed by the Town is a permitted investment under the approved Investment Policy). “Authorized Representative of the Town” means the Town Manager, the Treasurer, or their written designees, or any other person or persons designated by the Town Council of the Town and authorized to act on behalf of the Town by a written certificate signed on behalf of the Town by the Mayor and containing the specimen signature of each such person. “Beneficial Owner” means any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). “Bond Counsel” means an attorney or a firm of attorneys, selected by the Town, of nationally recognized standing in matters pertaining to the tax treatment of interest on bonds issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any state of the United States of America or the District of Columbia. “Bond Purchase Agreement” means a Bond Purchase Agreement authorized and executed by the Town and the underwriter of the Bonds. “Bond Register” means the books which the Trustee shall keep or cause to be kept pursuant to Section 304, on which the registration and transfer of the Bonds shall be recorded. “Bond Year” means the one year period or shorter period ending each year on September 1, or such other date as may be specified by the Town in the Tax Certificate. “Bondowner” or “Owner” means the person or persons in whose name or names any Bond is registered as shown on the Bond Register. “Bonds” means the Town of Tiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District) Limited Obligation Improvement Bonds, 2021 Series A. “Business Day” means any day of the year in New York, New York, San Francisco, California or Los Angeles, California other than a Saturday, Sunday, a day on which the New York Stock Exchange is closed or any day on which the Trustee is not open for business. “Certificate of the Town” means a written certificate signed by an Authorized Representative of the Town. “Clerk” means the Town Clerk and his or her designee. “Closing Date” means the date of delivery of the Bonds by the Town and payment therefor by the original purchaser thereof. 4 4818-9918-9216v3/200690-0001 “Code” means the Internal Revenue Code of 1986, as amended. “Continuing Disclosure Agreement” means the Continuing Disclosure Agreement entered into by and between the Town and NBS Financial Services, Inc., as dissemination agent, with respect to the Bonds for the purpose of providing certain ongoing financial and event disclosure to the Owners and Beneficial Owners of the Bonds. “County” means the County of Marin. “Costs of Issuance Fund” means the Town of Tiburon Assessment District No. 2017-1 Costs of Issuance Fund established with the Trustee pursuant to Section 501 hereof. “Town” means the Town of Tiburon, a municipal corporation organized and existing under the laws of the State of California. “Depository” means DTC or a substitute securities depository appointed pursuant to Section 301(e)(iii) hereof. “DTC” means The Depository Trust Company, New York, New York, and its successors and assigns. “DTC Participants” means securities brokers and dealers, banks, trust companies, clearing corporations and other organizations maintaining accounts with DTC. “Engineer’s Report” means the report concerning the Assessment District prepared by Harris & Associates, Assessment Engineer, as approved by the Town on February 7, 2018 and on file with the Town Clerk. “Federal Securities” means, subject to applicable law, United States Treasury notes, bonds, bills or certificates of indebtedness, including United States Treasury Obligations, State and Local Government Series (“SLGS”) or other direct obligations issued by the United States Treasury for which the faith and credit of the United States are pledged for the payment of principal and interest; and obligations issued by banks for cooperatives, federal land banks, federal intermediate credit banks, federal home loan banks, the Federal Home Loan Bank Board, the Tennessee Valley Authority, or other federal agencies or United States Government-sponsored enterprises. “Fiscal Year” means the twelve-month period terminating on June 30 of each year, or any other annual accounting period hereafter selected and designated by the Town as its Fiscal Year in accordance with applicable law. “Improvements” means the utility undergrounding improvements described in the Engineer’s Report. “Improvement Fund” means the Town of Tiburon Assessment District No. 2017-1 Improvement Fund established with the Trustee pursuant to Section 501 hereof. “Indenture” means this Bond Indenture, as amended or supplemented pursuant to the terms hereof. 5 4818-9918-9216v3/200690-0001 “Independent Financial Consultant” means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the Town and who, or each of whom: (1) is in fact independent and not under the domination of the Town; (2) does not have any substantial interest, direct or indirect, with the Town; and (3) is not connected with the Town as a member, officer or employee of the Town, but who may be regularly retained to make annual or other reports to the Town. “Interest Payment Date” means each March 2 and September 2, commencing _____ 2, 20__. “Investment Agreement” means any uncollateralized Guaranteed Investment Contracts, (“GIC’s”), forward purchase agreements and flexible repurchase agreements (with securities as described in (1) or (3) above) acceptable to the Town, and entered into by the Trustee at the written direction of the Town for the benefit of the Town with a provider that is any domestic or foreign bank, corporation or insurance company, whose senior long term debt obligations, deposit rating or claims-paying ability are rated, or guaranteed by an entity whose obligations are rated (at the time the investment is entered into) not lower than “A” by Moody’s, or “A” by S&P, or “A” by Fitch (without regard to gradations of plus and minus within such categories). “1913 Act” means the Municipal Improvement Act of 1913, being Division 12 (commencing with Section 10000) of the California Streets and Highways Code. “1915 Act” means the Improvement Bond Act of 1915, being Division 10 (commencing with Section 8500) of the California Streets and Highways Code. “Nonpurpose Investment” means Authorized Investments described as Nonpurpose Investments in the Tax Certificate. “Notice of Assessment” means the Notice of Assessment recorded in the Office of the County Recorder of the County of Marin on February 22, 2018, as Document No. 2018-0005675, together with the Notice of Discharge of Assessment Lien and Addendum to Notice of Assessment recorded in the Office of the County Recorder of the County of Marin on _____, 2018 as Document No. 2018-_____, and any further addendum thereto. “Outstanding Bonds” or “Outstanding” means all Bonds theretofore issued by the Town, except: (1) Bonds theretofore canceled or surrendered for cancellation in accordance with Section 1201 hereof; (2) Bonds for the payment or redemption of which moneys shall have been deposited in trust (whether upon or prior to the maturity or the redemption date of such Bonds), provided that, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in this Indenture; and (3) Bonds defeased pursuant to Sections 1101(b) or (c) hereof. 6 4818-9918-9216v3/200690-0001 “Owner” means, with respect to any Bond, the person shown as the owner thereof in the Bond Register. “Rebate Fund” means the fund by that name established pursuant to Section 501 hereof in which there are established the accounts described in Section 501 hereof. “Rebate Regulations” means any final, temporary or proposed Regulations promulgated under Section 148(f) of the Code. “Rebate Requirement” shall have the meaning ascribed to it in the Tax Certificate. “Record Date” means the fifteenth day of the month preceding an Interest Payment Date, whether or not such day is a Business Day. “Redemption Fund” means the Town of Tiburon Assessment District No. 2017-1 Redemption Fund established with the Trustee pursuant to Section 501 hereof. “Reserve Fund” means the Town of Tiburon Assessment District No. 2017-1 Reserve Fund established with the Trustee pursuant to Section 501 hereof. “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. “Resolution of Formation” means Resolution No. 04-2018 adopted by the Town Council on February 7, 2018, forming the Assessment District and confirming the levy of assessments in accordance with the Engineer’s Report presented at such meeting. “Resolution of Intention” means Resolution No. 01-2017 adopted by the Town Council of the Town on January 4, 2017, stating the Town’s intention, among other things, to issue the Bonds. “Resolution of Issuance” means Resolution No. _______, adopted by the Town Council of the Town on April 21, 2021, authorizing the issuance of the Bonds and approving the terms and provisions of this Indenture. “Securities Depositories” means The Depository Trust Company, 55 Water Street, New York, New York 10041, Attn: Redemption Area, Facsimile transmission: (212) 855-7232, (212) 855-7233, or such other securities depositories as are designated by the Town in a Certificate of the Town and whose business is to perform the functions of a clearing agency with respect to exempted securities, as defined in Section 3(a)(12) of the Securities Exchange Act of 1934, and who is registered as a clearing agency under Section 17A of the Act, and/or such other securities depositories as the Town may designate in a Certificate of the Town delivered to the Trustee. “Six-Month Period” means the period of time beginning on the Closing Date for the Bonds, as applicable, and ending six consecutive months thereafter, and each six-month period thereafter until the latest maturity date of the Bonds (and any obligations that refund an issue of the Bonds). “Superintendent of Streets” means the Public Works Director/Town Engineer, or his or her designee. 7 4818-9918-9216v3/200690-0001 “Supplemental Bond Indenture” or “Supplement” means any supplemental agreement adopted in accordance with Article VIII amending or supplementing this Indenture. “Tax Certificate” means the Tax Certificate delivered upon the issuance of the Bonds. “Teeter Plan” means the Teeter Plan established by the County pursuant to California Revenue and Taxation Code Sections 4701 et seq. “Town Council” means the Town Council of Town of Tiburon. “Treasurer” means the Treasurer of the Town, or his or her designee or if the position of Treasurer is vacant, the Director of Administrative Services of the Town. “Trustee” means U.S. Bank National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, or any other bank or trust company which may at any time be substituted in its place as provided in Sections 902 and 903 and any successor thereto. “Yield on the Bonds” has the meaning as described in the Tax Certificate. Section 102. Interpretation. (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural, and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. Section 103. Equality of Bonds; Pledge of Assessments; No Obligation to Cure Deficiency. Pursuant to the 1913 Act, the 1915 Act and this Indenture, the Bonds shall be equally payable from the Assessments without priority for number, issue date, date of sale, date of execution or date of delivery, and the payment of the interest on and principal of the Bonds and any premiums upon the redemption thereof shall be exclusively paid from the Assessments and moneys on deposit in the Assessment Fund, Redemption Fund and the Reserve Fund which are hereby set aside for the payment of the Bonds. The Assessments, the amounts in the foregoing funds, and any interest earned on such funds shall constitute a trust fund held for the benefit of the Owners of the Bonds to be applied to the payment of the interest on, premium, if any, and principal of the Bonds and so long as any of the Bonds remain Outstanding and shall not be used for any other purpose, except as permitted by the 1913 Act, the 1915 Act, this Indenture or any Supplemental Bond Indenture. Nothing in this Indenture or any Supplemental Bond Indenture shall preclude the redemption prior to maturity of any Bonds subject to call and redemption and payment of said Bonds from proceeds of refunding bonds issued under the Refunding Act of 1984 for 1915 Improvement Act Bonds or under any other law of the State of California. 8 4818-9918-9216v3/200690-0001 ARTICLE II AUTHORIZATION AND ISSUANCE OF BONDS Section 201. Assessments. The Assessments remaining unpaid, and the aggregate principal amount thereof, have been determined by the Treasurer and the Treasurer has filed a list of said Assessments in the office of the Superintendent of Streets. For a particular description of the lots or parcels of land bearing the respective assessment numbers set forth in said unpaid list and upon which Assessments remain unpaid, reference is hereby made to the Notice of Assessment and to the diagram recorded in the office of the Superintendent of Streets after confirmation of the Assessments by the Town Council through the adoption of the Resolution of Formation, the several lots or parcels of land represented by said assessment numbers being so numbered and designated upon the diagram and Assessments as so confirmed and recorded. Collection of the remaining Assessments shall cease in the event sufficient moneys are available to pay or redeem the Bonds as provided in Section 505. Section 202. Type and Nature of Bonds; Limited Liability. Notwithstanding anything contained herein, in the Bonds, in the 1915 Act, any other provision of law, or in any of the resolutions adopted in connection with the proceedings for the Assessment District to the contrary, all Bonds authorized pursuant to this Indenture shall be a special obligation of the Town, and the Town shall not under any circumstances (including, without limitation, after any installment of principal or interest of any Assessment levied on any lot or parcel in the Assessment District becomes delinquent or after the Town acquires title to any such lot or parcel whether through foreclosure or otherwise) be obligated to pay principal, premium, if any, or interest on the Bonds from any source whatsoever other than the Redemption Fund (including any transfers thereto from the Improvement Fund, the Assessment Fund and Reserve Fund). The unpaid Assessments and amounts in the Assessment Fund, the Redemption Fund and the Reserve Fund are irrevocably pledged to the payment of the Bonds. Neither the Town, the Town Council, the officers or employees of the Town, any person or entity acting for or on behalf of the Town in connection with the issuance of the Bonds or in connection with the formation or operation of the Assessment District, nor any persons executing the Bonds, shall be liable personally on the Bonds or be subject to any personal liability for the Bonds or any personal liability or accountability whatsoever by reason of or in connection with the issuance of the Bonds or by reason of any act or acts or the failure or omission to take any act or acts (including, without limitation, a negligent act or omission) in connection with or related to the formation or operation of the Assessment District. Section 203. Authorization and Purpose of Bonds. The Bonds shall be designated “Town of Tiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District) Limited Obligation Improvement Bonds 2021 Series A.” The Bonds shall be issued by the Town under and pursuant to the 1915 Act and under and pursuant to this Indenture in the aggregate principal amount equal to the aggregate amount of the unpaid Assessments determined by the Treasurer pursuant to Section 201. The designation of the Bonds shall include, in addition to the name “Town of Tiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District) Limited Obligation Improvement Bonds 2021 Series A,” such further appropriate particular designation added to or incorporated in the title for the Bonds as the Town may determine or as shall be required by the 1915 Act; and each Bond shall bear upon its face the designation so determined. The Bonds may contain 9 4818-9918-9216v3/200690-0001 or have endorsed thereon such other descriptive provisions, specifications and words not inconsistent with the provisions hereof as may be desirable or necessary to comply with custom or the rules of any securities exchange or commission or brokerage board or otherwise as may be determined by the Town prior to the delivery thereof. The primary purpose for which the Bonds are to be issued is to provide funds to pay the cost of the Improvements heretofore ordered by the Town Council. Section 204. Issuance of Parity Bonds for Refunding Purposes. The Town may issue Parity Bonds in one or more series hereunder solely for the purpose of refunding all or a portion of the Outstanding Bonds so long as the refunding results in a reduction in the total Assessment Installments due in each Fiscal Year in which such Parity Bonds will be Outstanding. ARTICLE III TERMS AND PROVISIONS OF BONDS Section 301. Terms of Bonds. (a) The interest on and principal of and redemption premiums, if any, on the Bonds shall be payable in lawful money of the United States of America at the office of the Trustee designated by the Trustee. Interest on the Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. (b) All Bonds shall be initially issued in the form of a separate single certificated fully registered Bond for each maturity date, and the ownership of each Bond shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. Except as provided in Subsection (e) hereof, all outstanding Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. (c) With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the Town and the Trustee shall have no responsibility or obligation as to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person of any amount with respect to principal of, premium, if any, and interest on the Bonds. The Town and the Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Town’s obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner shall receive a certificated Bond evidencing the obligation of the Town to make payments of principal, premium, if any, and interest pursuant to this Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new 10 4818-9918-9216v3/200690-0001 nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the word “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. (d) The delivery of a representation letter to DTC by the Town shall not in any way limit the provisions of subsection (c) hereof or in any other way impose upon the Town or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners. The Trustee shall take all action necessary for all representations in the representation letter with respect to the Trustee to be complied with at all times. (e) (i) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Town and the Trustee and discharging its responsibilities with respect thereto under applicable law. (ii) The Town, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Town determines that: (A) DTC is unable to discharge its responsibilities with respect to the Bonds, or (B) a continuation of the requirement that outstanding Bonds be registered in the Bond Register in the name of Cede & Co., or any other nominee of DTC, is not in the best interest of the Beneficial Owners of such Bonds. (iii) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection (e)(ii)(B) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection (e)(i) or subsection (e)(ii)(A) hereof, the Town shall appoint a substitute securities depository to replace DTC, or if no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Town, is willing and able to undertake such functions upon reasonable and customary terms, the Town is obligated to deliver Bond certificates, as described in this Indenture and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or names DTC shall designate to the Trustee in writing, in accordance with the provisions of this Indenture. (f) Notwithstanding any other provisions of this Indenture to the contrary, as long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal or, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the DTC representation letter for the Bonds. (g) Each Bond shall bear interest from the Interest Payment Date next preceding its date of authentication and registration, unless (i) its date of authentication is after a Record Date and on or before the immediately succeeding Interest Payment Date, in which event the Bond shall bear interest from such Interest Payment Date or (ii) its date of authentication is before the close of business on the first Record Date, in which event the Bond shall bear interest from its dated date; provided, that if at the time of authentication of any Bond interest is then in default on the Outstanding Bonds, such Bonds shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on the Outstanding Bonds. 11 4818-9918-9216v3/200690-0001 Payment of interest on the Bonds due on or before the maturity or prior redemption thereof shall be made only to the person whose name appears in the Bond Register as the registered owner thereof at the close of business on the Record Date, such interest to be paid by check mailed by first class mail on the Interest Payment Date to such registered owner at his address as it appears on such books or at such other address as he may have filed with the Trustee for that purpose; provided, however, that, in the case of a registered owner of $1,000,000 or more in aggregate principal amount of Bonds, upon written request of such registered owner to the Trustee at least 15 days prior to an Interest Payment Date, such payment may be made by wire transfer to an account within the United States designated by such owner. Payment of the principal of and redemption premiums, if any, on the Bonds shall be made by check or wire transfer as described above only to the person whose name appears in the Bond Register as the registered owner thereof, such principal and redemption premiums, if any, to be paid only on the surrender of the Bonds at the office of the Trustee at maturity or on redemption prior to maturity. (h) The Bonds shall recite, in substance, that the interest on and principal of and redemption premiums, if any, on the Bonds are payable solely from the levy of the Assessments, that the Bonds are limited obligations of the Town and that the Town will not obligate itself to advance available funds from its treasury to cure any deficiency in the Redemption Fund. (i) From and after the issuance of the Bonds, the findings and determinations of the Town Council shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of such Bonds is at issue; and no bona fide purchaser of any of such Bonds shall be required to independently establish the existence of any fact or the performance of any condition or the taking of any proceeding required prior to such issuance or the application of the purchase price paid for such Bonds. The recital contained in the Bonds that the Bonds are issued under and pursuant to the 1915 Act and under and pursuant hereto shall be conclusive evidence of their validity and of the regularity of their issuance and all Bonds shall be incontestable from and after their issuance. Bonds shall be deemed to be issued, within the meaning hereof, whenever the definitive Bonds (or any temporary Bonds exchangeable therefor) have been delivered to the purchaser thereof and the purchase price thereof received. Section 302. Execution and Authentication. The Bonds shall be signed on behalf of the Town by the manual or facsimile signature of the Treasurer of the Town and by the manual or facsimile signature of the Clerk in their capacity as officers of the Town, and the seal of the Town (or a facsimile thereof) may be impressed, imprinted, engraved or otherwise reproduced thereon, and attested by the signature of the Clerk. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed have been authenticated and delivered by the Trustee (including new Bonds delivered pursuant to the provisions hereof with reference to the transfer and exchange of Bonds or to lost, stolen, destroyed or mutilated Bonds), such Bonds shall nevertheless be valid and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Only such Bonds as shall bear thereon such certificate of authentication in the form set forth in Section 604 hereof shall be entitled to any right or benefit under this Indenture, and no Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been manually executed by the Trustee. Section 303. Registration, Exchange or Transfer. The registration of any Bond may, in accordance with its terms, be transferred upon the Bond Register by the person in whose name it is 12 4818-9918-9216v3/200690-0001 registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation at the aforesaid office of the Trustee, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee and duly executed by the Bondowner or his or her duly authorized attorney. Bonds may be exchanged at the aforesaid office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations as specified in Section 602 hereof and of the same maturity. The Trustee will not charge the Owner for any new Bond issued upon any exchange or transfer, but shall require the Owner requesting such exchange or transfer to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. The cost of printing any Bonds and any services rendered or any expenses incurred by the Trustee in connection with any exchange or transfer shall be paid by the Town as Administrative Expenses. Whenever any Bond or Bonds shall be surrendered for registration of transfer or exchange, the Town shall execute, and the Trustee shall authenticate and deliver, a new Bond or Bonds of the same maturity for a like aggregate principal amount; provided, that the Trustee shall not be required to register transfers or make exchanges of Bonds (a) 15 days prior to the date established by the Trustee for selection of Bonds for redemption, or (b) with respect to a Bond after such Bond has been selected for redemption. Section 304. Bond Register. The Trustee will keep or cause to be kept, at its corporate trust office, sufficient books for the registration and transfer of the Bonds which shall at all times upon reasonable prior notice be open to inspection by the Town; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be transferred on said Bond Register, Bonds as herein provided. The Town and the Trustee may treat the Owner of any Bond whose name appears on the Bond Register as the absolute Owner of such Bond for any and all purposes, and the Town and the Trustee shall not be affected by any notice to the contrary. The Town and the Trustee may rely on the address of the Owner as it appears in the Bond Register for any and all purposes. It shall be the duty of the Owner of a Bond to give written notice to the Trustee of any change in the Owner’s address so that the Bond Register may be revised accordingly. Section 305. Mutilated, Lost, Destroyed or Stolen Bonds. If any Bond shall become mutilated, the Town shall execute, and the Trustee shall authenticate and deliver, a new Bond of like tenor, date, maturity and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be handled in accordance with Section 1201 of this Indenture. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee; and, if such evidence is satisfactory to the Trustee and, if indemnity satisfactory to the Trustee shall be given, the Town, at the expense of the Bondowner, shall execute and the Trustee shall authenticate and deliver, a new Bond of like tenor and maturity, numbered and dated as such Trustee shall determine in lieu of and in substitution for the Bond so lost, destroyed or stolen. Any Bond issued in lieu of any Bond alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits hereof with all other Bonds issued hereunder. The Trustee shall not treat both the original Bond and any replacement Bond as being Outstanding Bonds for the purpose of determining the principal amount of Bonds which may be executed, authenticated and delivered or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and replacement bond shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Bond to replace a Bond which has been 13 4818-9918-9216v3/200690-0001 mutilated, lost, destroyed or stolen, and which has matured or is about to mature, the Trustee may make payment with respect to such Bond upon receipt of indemnity satisfactory to it and the Town. Section 306. Form of Bonds; Temporary Bonds. At the option of the Town, the definitive Bonds may be typewritten, and the Bonds and the certificate of authentication shall be substantially in the form provided in Section 604. Until definitive Bonds shall be prepared, the Town may cause to be executed and delivered, in lieu of such definitive Bonds, temporary Bonds in typed, written, printed, lithographed or engraved form and in fully registered form, subject to the same provisions, limitations and conditions as are applicable in the case of definitive Bonds, except that they may be in any denominations authorized by the Town. Until exchanged for definitive Bonds, any temporary Bonds shall be entitled and subject to the same benefits and provisions of this Indenture as definitive Bonds. If the Town issues temporary Bonds, it will execute and furnish definitive Bonds without unnecessary delay and thereupon any temporary Bond may be surrendered to the Trustee at the aforesaid office, without expense to the Owner, in exchange for a definitive Bond of the same maturity, interest rate and principal amount in any authorized denomination. All temporary Bonds so surrendered shall be canceled by the Trustee and shall not be reissued. ARTICLE IV REDEMPTION OF BONDS Section 401. Provisions for the Redemption of the Bonds. (a) Optional Redemption. The Bonds maturing on and after September 2, 20__, are subject to redemption prior to their stated maturity dates on September 2, 20__, and any Interest Payment Date thereafter, 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 Bonds to be redeemed), together with accrued interest to the date of redemption: Redemption Date Price September 2, 20__ and March 2, 20__ 103% September 2, 20__ and March 2, 20__ 102 September 2, 20__ and March 2, 20__ 101 September 2, 20__ and thereafter 100 (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, the Bonds shall be called for redemption as provided in Part 11.1 of the 1915 Act. The Bonds, or any portion of the principal thereof, in the principal amount of $5,000 or any integral multiple thereof, may be redeemed and paid in advance of maturity on any Interest Payment Date by giving notice to the Owner thereof as provided in Section 403 below and by paying the principal amount thereof, plus interest to the date of redemption, unless sooner surrendered, in which event said interest will be paid to the date of payment, at the following redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed): 14 4818-9918-9216v3/200690-0001 Redemption Date Price Interest Payment Dates on or prior to March 2, 20__ 103% September 2, 20__ and March 2, 20__ 102 September 2, 20__ and March 2, 20__ 101 September 2, 2020__ and thereafter 100 (c) Mandatory Sinking Fund Redemption of Bonds. The 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 Bonds to be redeemed, together with accrued interest to the date of redemption, without premium, as follows: 20__ Term Bonds Redemption Date (September 2) Redemption Amount $ (maturity) In the event of a partial redemption of less than all of the 20__ Term Bonds pursuant to Section 401(a) or Section 401(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. Section 402. Selection of Bonds for Redemption. 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). The Trustee shall promptly notify the Town in writing of the Bonds, or portions thereof, selected for redemption. In lieu, or partially in lieu, of such call and redemption, moneys deposited in the Redemption Fund may be used to purchase Outstanding Bonds in the manner hereinafter provided. Purchases of Outstanding Bonds may be made by the Town prior to the selection of 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 Bonds upon the redemption thereof, 15 4818-9918-9216v3/200690-0001 plus accrued interest, and any accrued interest payable upon the purchase of Bonds may be paid from 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. Section 403. Notice of Redemption. When Bonds are to be called for redemption under Section 401 and the Trustee has received the required notice from the Town, the Trustee shall give notice, in the name of the Town, of the redemption of such Bonds. Such notice of redemption shall (a) specify the serial numbers and the maturity date or dates of the Bonds selected for redemption, except that where all the Bonds subject to redemption, or all the 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 Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the Bonds are to be surrendered for redemption; and (e) in the case of Bonds to be redeemed only in part, state the portion of such 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 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. 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 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 Bonds selected for redemption at their addresses appearing on the Bond Register. The actual receipt by the Owner of any Bond of notice of such redemption shall not be a condition precedent thereto, and failure to receive such notice shall not affect the validity of the proceedings for the redemption of such Bonds, or the cessation of interest on the redemption date. A certificate by the Trustee that notice of such redemption has been given as herein provided shall be conclusive as against all parties. A notice of redemption for any optional redemption of Bonds pursuant to Section 401(a) 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 of such Bonds shall not occur and such Bonds shall remain Outstanding hereunder. 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. Notices of redemption of Bonds registered in the name of DTC’s nominee will be sent by the Trustee only to DTC, or its nominee, and not to the owners of beneficial interests in the Bonds. Notice of redemption will be provided to such beneficial owners only in accordance with the procedures governing the DTC book-entry system. Section 404. Partial Redemption of Bonds. Upon surrender of any Bond to be redeemed in part only, the Town shall execute and the Trustee shall authenticate and deliver to the Owner, at the expense of the Town, a new Bond or Bonds in authorized denominations set forth in Section 602 hereof equal in aggregate principal amount to the unredeemed portion of such Bond. Section 405. Effect of Notice and Availability of Redemption Money. Notice of redemption having been duly given, as provided in Section 403, and the amount necessary for the redemption having been made available for that purpose and being available therefor on the date fixed for such redemption: 16 4818-9918-9216v3/200690-0001 (a) the Bonds, or portions thereof, designated for redemption shall, on the date fixed for redemption, become due and payable at the redemption price thereof as provided in this Indenture, anything in this Indenture or in the Bonds to the contrary notwithstanding; (b) upon presentation and surrender thereof at the corporate trust office of the Trustee, the redemption price of such Bonds shall be paid to the Owner thereof; (c) after the redemption date the Bonds or portions thereof so designated for redemption shall be deemed to be no longer Outstanding and such Bonds or portions thereof shall cease to bear further interest; and (d) after the date fixed for redemption no Owner of any of the Bonds or portions thereof so designated for redemption shall be entitled to any of the benefits of this Indenture, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available. ARTICLE V CREATION OF FUNDS AND ACCOUNTS; APPLICATION OF PROCEEDS AND ASSESSMENTS Section 501. Funds and Accounts. There are hereby created and established the following funds and accounts, which funds and accounts the Town agrees and covenants to maintain with the Trustee so long as any Bonds are Outstanding hereunder: (a) the Town of Tiburon Assessment District No. 2017-1 Costs of Issuance Fund (the “Costs of Issuance Fund”); (b) the Town of Tiburon Assessment District No. 2017-1 Assessment Fund (the “Assessment Fund”); (c) the Town of Tiburon Assessment District No. 2017-1 Redemption Fund (the “Redemption Fund”), in which there shall be established and created a Principal Account, an Interest Account and a Prepayment Account; (d) the Town of Tiburon Assessment District No. 2017-1 Reserve Fund (the “Reserve Fund”); and (e) the Town of Tiburon Assessment District No. 2017-1 Rebate Fund (the “Rebate Fund”). (f) the Town of Tiburon Assessment District No. 2017-1 Improvement Fund (the “Improvement Fund”). The Town covenants and agrees to establish with the Treasurer the Town of Tiburon Assessment District No. 2017-1 Administrative Expense Fund (the “Administrative Expense Fund”). All moneys in the funds and accounts established hereunder (other than the Rebate Fund) shall be held by the Trustee for the benefit of the Owners and shall be accounted for separately and apart from all other accounts, funds, money or other resources of the Town held by the Trustee and 17 4818-9918-9216v3/200690-0001 shall be allocated, applied and disbursed solely to the uses and purposes hereinafter set forth in this Article. The Trustee may establish such additional funds, accounts or subaccounts of the funds or accounts listed above as it deems necessary or prudent to further its duties pursuant to this Indenture or any Supplemental Bond Indenture and shall establish any additional funds, accounts or subaccounts which the Town directs it to establish. Section 502. Costs of Issuance Fund. The Trustee shall deposit into the Costs of Issuance Fund the amounts specified in Section 605. The Trustee shall pay the costs of issuing the Bonds from the Costs of Issuance Fund as set forth in written requisitions submitted by an Authorized Representative of the Town from time to time which requests shall be substantially in the form set forth in Exhibit A hereto. Amounts on deposit in the Costs of Issuance Fund after the completion of the Improvements and the payment of all claims with respect thereto shall be used as determined by the Town in the manner provided in Section 10427 of the 1913 Act. At the direction of an Authorized Representative of the Town, the Trustee shall transfer any remaining balance on the Costs of Issuance Fund to the Improvement Fund and the Trustee shall close the Costs of Issuance Fund. Section 503. Assessment Fund. Upon receipt of Assessment Installments, the Treasurer shall transfer the Assessment Installments to the Trustee for deposit to the Assessment Fund. On or prior to the first day of March and September of each year commencing March 1, 2019, the Trustee is to then transfer moneys on deposit in the Assessment Fund in the amounts set forth in the following clauses, in the following order of priority, to: (a) the Interest Account of the Redemption Fund, an amount sufficient to make the interest payment on the next succeeding Interest Payment Date for the Bonds; (b) the Principal Account of the Redemption Fund, the amount needed to make the principal payment due on the following September 2 on the Outstanding Bonds; (c) the Reserve Fund, the amount, if any, needed to restore the Reserve Fund to the Reserve Requirement; and (d) the Rebate Fund, the amount, if any, as specified in a written direction of the Town. Any moneys remaining in the Assessment Fund after the deposits described above shall be transferred by the Trustee, at the written direction of an Authorized Representative of the Town, and to the extent that there are sufficient moneys on deposit therein, to the Prepayment Account of the Redemption Fund with amounts deposited to the Prepayment Account being used to redeem Bonds as provided herein. To the extent that the amounts in the Assessment Fund are insufficient to redeem Bonds in an authorized denomination, such moneys shall be retained in the Assessment Fund and be applied as set forth above. Upon provision for payment or redemption of all Bonds and after payment of any amounts due to the Trustee, all moneys remaining in the Assessment Fund shall be paid to the Town. Section 504. Redemption Fund. The principal of and interest on the Bonds until maturity shall be paid by the Trustee from the Redemption Fund. At the maturity of the Bonds, and after all 18 4818-9918-9216v3/200690-0001 principal and interest then due on any Outstanding Bonds has been paid or provided for, moneys in the Redemption Fund shall be transferred to the Assessment Fund. (a) On or prior to the first day of March or September of each year, commencing March 1, 2019, the Trustee shall transfer to the Interest Account of the Redemption Fund from the Assessment Fund an amount such that the balance in the Interest Account one day prior to each Interest Payment Date shall be equal to the installment of interest due on the Bonds on such Interest Payment Date. Moneys in the Interest Account shall be used for the payment of interest on the Bonds as the same becomes due. (b) On or prior to the first day of September of each year, commencing September 1, 2021, the Trustee shall transfer to the Principal Account of the Redemption Fund from the Assessment Fund an amount up to the principal payment due on the Bonds on the following September 2. Moneys in the Principal Account shall be used to pay the principal of the Bonds as the same become due at maturity. (c) Any amounts remaining in the Redemption Fund, other than in the Prepayment Account, on September 15 of each year, after all principal and interest payments due on the prior September 2 have been paid, shall be transferred to the Assessment Fund. Prepayment Account. Moneys set aside in the Prepayment Account of the Redemption Fund shall be used solely for the purpose of redeeming Bonds and shall be applied on or after the redemption date to the payment of principal of and premium, if any, on the Bonds to be redeemed upon presentation and surrender of such Bonds. Upon receiving any prepayment of an Assessment, the Town shall transfer such prepayment to the Trustee for deposit in the Prepayment Account, which when coupled with the moneys transferred from the Reserve Fund pursuant to Section 505 to the Prepayment Account, shall be used to redeem Bonds pursuant to Section 401(a) on the next Interest Payment Date for which proper notice pursuant to Section 403 can be given by the Trustee. Upon receipt of written instructions from the Town, the Trustee shall transfer that portion, if any, of the prepayment representing accrued interest owing on the Bonds to the Interest Account of the Redemption Fund and that portion representing principal and premium due on the Bonds on the next principal payment date to the Principal Account of the Redemption Fund. If less than all of the prepayment of an Assessment, together with the money transferred from the Reserve Fund, can be used to redeem Bonds in increments of $5,000, the remaining portion of the prepayment is to be retained in the Prepayment Account and, when at the written direction of an Authorized Representative of the Town there is sufficient money to redeem Bonds, shall be used to redeem Bonds as herein provided. Money received from the Town from funds other than the prepayment of Assessments, including any surplus amount in the Improvement Fund transferred to the Trustee in accordance with Section 10427(d) of the 1913 Act, shall be deposited in the Prepayment Account and used to optionally redeem Bonds as provided in Section 401(a) hereof. If, after all of the Bonds have been redeemed and canceled or paid and canceled, there are moneys remaining in any account of the Redemption Fund, said moneys shall be transferred to the Assessment Fund. Section 505. Reserve Fund. The Trustee shall initially deposit into the Reserve Fund the amount specified in Section 605. Thereafter, the Trustee shall transfer sufficient funds from the 19 4818-9918-9216v3/200690-0001 Assessment Fund as provided in Section 503 in order to maintain the Reserve Requirement in the Reserve Fund at all times. On or before each February 15 and August 15, the Trustee shall determine whether the amount on deposit in the Reserve Fund equals the Reserve Requirement. 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 therefor. 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 part, the Assessment being prepaid shall be reduced by the amount transferred from the Reserve Fund pursuant to this paragraph 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 comprising the Reserve Fund and the moneys 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 payable shall be credited toward said 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 shall determine the amount remaining in the Reserve Fund, 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. Notwithstanding any provisions herein to the contrary, 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 and shall be used as provided in Section 506. The Town may, but is not obligated to, direct such a transfer to the Rebate Fund. 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 Section 503. Section 506. Rebate Fund. (a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the Rebate Fund and shall establish a separate Rebate Account and an Alternative Penalty Account therein. All money at any time deposited in the 20 4818-9918-9216v3/200690-0001 Rebate Account or the Alternative Penalty Account of the Rebate Fund shall be held by the Trustee in trust, for payment to the United States Treasury. All amounts on deposit in the Rebate Fund with respect to the Bonds shall be governed by this Section 506 and the Tax Certificate, unless the Town obtains an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest payments on the Bonds will not be adversely affected if such requirements are not satisfied. (i) Rebate Account. The following requirements shall be satisfied with respect to the Rebate Account: (A) Annual Computation. Within 55 days of the end of the fifth Bond Year and each fifth Bond Year thereafter, the Town shall calculate or cause to be calculated the amount of rebatable arbitrage for the Bonds in accordance with Section 148(f)(2) of the Code and Section 1.148-3 of the Rebate Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage described in the Tax Certificate (e.g., the temporary investments exceptions of Section 148(f)(4)(B) and (C) of the Code), and taking into account whether the election pursuant to Section 148(f)(4)(C)(vii) of the Code (the “1½% Penalty”) has been made), for this purpose treating the last day of the applicable Bond Year as a computation date, within the meaning of Section 1.148-1(b) of the Rebate Regulations (the “Rebatable Arbitrage”). The Town shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section. (B) Annual Transfer. Within 55 days of the end of each Bond Year for which Rebatable Arbitrage must be calculated as required by the Tax Certificate, upon the written direction of an Authorized Representative of the Town, an amount shall be deposited to the Rebate Account by the Trustee from any funds so designated by the Town if and to the extent required, so that the balance in the Rebate Account shall equal the amount of Rebatable Arbitrage so calculated by or on behalf of the Town in accordance with (i)(A) above. In the event that immediately following any transfer required by the previous sentence, or the date on which the Town determines that no transfer is required for such Bond Year, the amount then on deposit to the credit of the Rebate Account exceeds the amount required to be on deposit therein, upon written instructions from an Authorized Representative of the Town, the Trustee shall withdraw the excess from the Rebate Account and then credit the excess to the Assessment Fund. (C) Payment to the Treasury. The Trustee shall pay, as directed in writing by an Authorized Representative of the Town, to the United States Treasury, out of amounts in the Rebate Account, (1) Not later than 60 days after the end of (A) the fifth Bond Year for the Bonds, and (B) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Bond Year for the Bonds; and (2) Not later than 60 days after the payment or redemption of all of the Bonds an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Bond Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code. In the event that, prior to the time of any payment required to be made from the Rebate Account, the amount in the Rebate Account is not sufficient to make such payment when such 21 4818-9918-9216v3/200690-0001 payment is due, the Town shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source equal to such deficiency prior to the time such payment is due. Each payment required to be made pursuant to this Subsection (a)(i)(C) shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T, or shall be made in such other manner as provided under the Code. (ii) Alternative Penalty Account. The following requirements shall be satisfied with respect to the Alternative Penalty Account for the Bonds: (A) Six-Month Computation. If the 1½% Penalty has been elected for the Bonds, within 85 days of each particular Six-Month Period, the Town shall determine or cause to be determined whether the 1½% Penalty is payable (and the amount of such penalty) as of the close of the applicable Six-Month Period. The Town shall obtain expert advice in making such determinations. (B) Six-Month Transfer. Within 85 days of the close of each Six-Month Period, the Trustee, at the written direction of an Authorized Representative of the Town, shall deposit an amount in the Alternative Penalty Account from any source of funds held by the Trustee pursuant to this Indenture and designated by the Town in such written directions or provided to it by the Town, if and to the extent required, so that the balance in the Alternative Penalty Account equals the amount of 1½% Penalty due and payable to the United States Treasury determined as provided in Subsection (a)(ii)(A) above. In the event that immediately following any transfer provided for in the previous sentence, or the date on which the Town determines that no transfer is required for such Bond Year, the amount then on deposit in the Alternative Penalty Account exceeds the amount required to be on deposit therein to make the payments required by Subsection (a)(ii)(C) below, the Trustee, at the written direction of an Authorized Representative of the Town, shall withdraw the excess from the Alternative Penalty Account and credit the excess to the Assessment Fund. (C) Payment to the Treasury. The Trustee shall pay, as directed in writing by an Authorized Representative of the Town, to the United States Treasury, out of amounts in the Alternative Penalty Account for the Bonds, not later than 90 days after the close of each Six-Month Period the 1½% Penalty, if applicable and payable, computed with respect to the Bonds in accordance with Section 148(f)(4) of the Code. In the event that, prior to the time of any payment required to be made from the Alternative Penalty Account, the amount in the Alternative Penalty Account is not sufficient to make such payment when such payment is due, the Town shall calculate the amount of such deficiency and direct the Trustee, in writing, to deposit an amount equal to such deficiency into the Alternative Penalty Account from any funds held by the Trustee pursuant to this Indenture and designated by the Town in such written directions prior to the time such payment is due. Each payment required to be made pursuant to this Subsection (a)(ii)(C) shall be made to the Internal Revenue Service, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T or shall be made in such other manner as provided under the Code. (b) Disposition of Unexpended Funds. Any funds remaining in the Accounts of the Rebate Fund with respect to the Bonds after redemption and payment of such Bonds and after making the payments described in Subsection (a)(i)(C) or (a)(ii)(C) (whichever is applicable), shall be withdrawn by the Trustee at the written direction of the Town and utilized in any manner by the Town. 22 4818-9918-9216v3/200690-0001 (c) Survival of Defeasance and Final Payment. Notwithstanding anything in this Section or this Indenture to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance and final payment of the Bonds with respect to which an account has been created in the Rebate Fund. (d) Amendment Without Consent of Owners. This Section 506 may be deleted or amended in any manner without the consent of the Owners, provided that prior to such event there is delivered to the Town an opinion of Bond Counsel to the effect that such deletion or amendment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. Section 507. Improvement Fund. The Trustee shall deposit into the Improvement Fund the amounts specified in Section 605. The Trustee shall pay the costs of the Improvements from the Improvement Fund as set forth in written requisitions submitted by an Authorized Representative of the Town from time to time which requests shall be substantially in the form set forth in Exhibit B hereto. Amounts on deposit in the Improvement Fund after the completion of the Improvements and the payment of all claims with respect thereto shall be used as determined by the Town in the manner provided in Section 10427 of the 1913 Act. The Town shall certify to the Trustee such completion of the Improvements and direct the Trustee in writing as to the disposition of the amounts on deposit in the Improvement Fund, and, upon final disposition of such funds, the Trustee shall close the Improvement Fund. Section 508. Investments. Moneys held in any of the funds and accounts under this Indenture shall be invested at the written direction of an Authorized Representative of the Town only in Authorized Investments which shall be deemed at all times to be a part of such funds and accounts. The Trustee shall provide monthly statements or reports, by the fifteenth day of each month, of the principal balances and investment earnings thereon in each fund and account maintained by the Trustee hereunder. Authorized Investments shall be purchased at such prices as directed by an Authorized Representative of the Town in written directions (or telephonic directions confirmed in writing) delivered to the Trustee. Directions as to the purchase of all Authorized Investments shall be subject to the limitations hereinafter in this Section set forth and such additional limitations or requirements consistent with the foregoing as may be established by the Trustee. Moneys in all funds and accounts except for the Reserve Fund shall be invested in Authorized Investments maturing, or with respect to which payments of principal and interest are scheduled or otherwise payable, not later than the date on which the Treasurer has estimated that such moneys will be required by the Trustee for the purposes specified in this Indenture. Moneys in the Reserve Fund shall be invested in Authorized Investments, not less than 50% of which must mature within one year of the date of purchase and all of which must mature within two years of the date of purchase; however, if an Authorized Investment may be sold at par on the Business Day prior to each Interest Payment Date, all or a portion of the amount of the Reserve Fund may be invested therein. Authorized Investments purchased under a repurchase agreement may be deemed to mature on the date or dates on which the Trustee may deliver such Authorized Investments for repurchase under such agreement. All interest, profits and other income received from the investment of moneys in any fund or account established pursuant to this Indenture shall be retained therein, except as transfers from such 23 4818-9918-9216v3/200690-0001 funds or accounts are authorized in this Indenture. For investment purposes only, the Trustee may commingle the funds and accounts established hereunder, and administered by the Trustee, but shall account for each separately. Notwithstanding anything to the contrary contained in this Section, an amount of interest received with respect to any Authorized Investment equal to the amount of accrued interest, if any, paid as part of the purchase price of such Authorized Investment shall be credited to the fund or account for the credit of which such Authorized Investment was acquired. For the purpose of determining the amount in any fund or account other than the Reserve Fund, all Authorized Investments credited to such fund or account shall be valued at the lower of the cost or the market value thereof, exclusive of accrued interest. Amounts in the Reserve Fund shall be valued at their market value at least semi-annually on or before February 15 and August 15 (or more frequently as may be requested by the Treasurer, but in no event more often than monthly). In making any such valuation, the Trustee may utilize nationally recognized securities valuation or pricing services available to it through its accounting system. The Trustee may rely on such valuations and shall not be responsible for the accuracy thereof. The Trustee, or any of its affiliates, may act as principal or agent in the making or disposing of any investment or as a sponsor, depository, manager for or advisor to any issuer of Authorized Investments. The Trustee shall sell, or present for redemption, any Authorized Investment so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Authorized Investment is credited, and, subject to the provisions of Section 904, the Trustee shall not be liable or responsible for any loss resulting from such investment, or any other investment made at the direction of the Town or otherwise made in accordance with this Indenture. In the absence of written investment direction from the Treasurer received at least two Business Days prior to the maturity of an Authorized Investment, the Trustee shall invest solely in Authorized Investments set forth in subsection (5) of the definition thereof. The Trustee shall be entitled to rely conclusively upon the written instructions of the Town directing investments in Authorized Investments as to the fact that each such investment is permitted by the laws of the State of California and is an Authorized Investment as required by this Indenture and shall not be required to make further investigation with respect thereto. With respect to any restrictions set forth in the list of Authorized Investments which embody legal conclusions (e.g., the existence, validity and perfection of security interests in collateral), the Trustee shall be entitled to rely conclusively on an opinion of counsel or upon a representation of the provider of such Authorized Investment obtained at the Town’s expense. Except as specifically provided in this Indenture, the Trustee shall not be liable to pay interest on any moneys received by it, but shall be liable only to account to the Town for earnings derived from funds that have been invested. The Town acknowledges that regulations of the Comptroller of the Currency grant the Town the right to receive brokerage confirmation of security transactions to be effected by the Trustee hereunder as they occur. The Town specifically waives the right to receive such notification to the extent permitted by applicable law and agrees that it will instead receive periodic cash transaction statements which include detail for the investment transactions effected by the Trustee hereunder; 24 4818-9918-9216v3/200690-0001 provided, however, that the Town retains its right to receive brokerage confirmation on any investment transaction requested by the Town. Section 509. Delinquency Resulting in Ultimate or Temporary Loss on Bonds. If a temporary deficiency occurs in the Redemption Fund with which to pay Bonds that have then matured, past due interest or the principal and interest on Bonds coming due during the current year, 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 as presented 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, he or she 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 Town 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 must 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 be 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 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 25 4818-9918-9216v3/200690-0001 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 the maturity date thereon. 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 first paragraph hereof. ARTICLE VI ISSUANCE OF BONDS Section 601. Authorization and Designation of Bonds. The Town has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines, that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by the 1915 Act, and that the Town is now authorized, pursuant to each and every requirement of the 1915 Act and hereof, to issue the Bonds upon the security of the Assessments in the aggregate principal amount described in the Bond Purchase Agreement and in the form and manner provided herein, which Bonds shall be entitled to the benefit, protection and security of the provisions hereof. Section 602. Denominations of Bonds. The Bonds shall be issued as fully registered Bonds in the denomination of $5,000 or any increment of $5,000 in excess thereof, except that one Bond may be issued in other than an integral multiple of $5,000. Section 603. Maturity Dates and Interest Rates of Bonds. The Bonds shall be dated their Closing Date and shall mature on September 2 of the years, and in the respective principal amounts set forth opposite such years, and shall bear interest at the respective rates per annum, set forth in the following table: 26 4818-9918-9216v3/200690-0001 Maturity Date (September 2) Principal Amount Interest Rate * Term Bonds. Section 604. Form of Bonds. The Bonds shall be in substantially the following form, the blanks to be filled in with appropriate words and figures, conforming to the terms of this Indenture: 27 4818-9918-9216v3/200690-0001 [FORM OF BOND] R-__ $____________ UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AS DEFINED IN THE BOND INDENTURE) TO THE BOND REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF MARIN TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BOND 2021 SERIES A INTEREST RATE MATURITY DATE DATE CUSIP NUMBER ____% September 2, _____ _________, 2021 ________ REGISTERED OWNER: PRINCIPAL AMOUNT: _________________________________ AND 00/100 DOLLARS Under and by virtue of the Improvement Bond Act of 1915, Division 10 (commencing with Section 8500) of the California Streets and Highways Code (the “Act”) and Resolution No. _____ (the “Resolution of Issuance”) adopted by the Town Council of the Town of Tiburon (the “Town ”) on the 21st day of April, 2021, the Town will, out of the redemption fund for the payment of the bonds issued upon the unpaid portion of assessments made for the acquisition, work, and improvements more fully described in proceedings taken pursuant to Resolution No. 01-2017 (the “Resolution of Intention”) adopted by the Town Council of the Town on the 4th day of January, 2017, pay to the registered owner stated above, on the maturity date stated above, the principal sum stated above in lawful money of the United States of America, all as provided for in a Bond Indenture dated as of May 1, 2021 (the “Bond Indenture”), by and between U.S. Bank National Association, as trustee (the “Trustee”) and the Town. In like manner, the Town will pay interest on this bond from the Interest Payment Date (as defined below) next preceding the date on which this bond is authenticated, unless (i) its date of authentication is after the fifteenth day of the month preceding an Interest Payment Date (the “Record Date”) and on or before the immediately succeeding Interest Payment Date, in which event the bond shall bear interest from such Interest Payment Date or (ii) its date of authentication is before the close of business on the first Record Date, 28 4818-9918-9216v3/200690-0001 in which event the bond shall bear interest from the date of this bond; provided, however, that if at the time of authentication of this bond, interest is in default, interest on this bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment. Such interest shall be payable on March 2 and September 2 of each year, commencing _____ 2, 20__ (each, an “Interest Payment Date”). Both the principal hereof and redemption premium hereon, if any, are payable at the office of the Trustee, and the interest hereon is payable by check mailed by first class mail, postage prepaid, on the Interest Payment Date to the owner hereof at the owner’s address as it appears on the records of the Trustee or at such address as may have been filed with the Trustee for that purpose, at the close of business on the applicable Record Date; provided, however, that at the written request of an owner of at least $1,000,000 in aggregate principal amount of bonds, filed with the Trustee prior to any Record Date, interest on such bonds will be paid to such owner on such succeeding Interest Payment Date by wire transfer of immediately available funds to an account within the United States of America designated in such written request. This bond will continue to bear interest after maturity at the rate above stated provided it is presented at maturity and payment hereof is refused upon the sole ground that there are not sufficient moneys in said redemption fund with which to pay the same. If it is not presented at maturity, interest hereon will run only until maturity. This bond is one of several annual maturities of bonds (the “Bonds”) of like date, tenor and effect, but differing in amounts, maturities and interest rates, issued by the Town under the Act and the Bond Indenture for the purpose of providing means for paying for the improvements described in the proceedings; and it is secured by the moneys in the redemption fund and by the unpaid portion of certain assessments made for the payment of those improvements, and, including principal and interest, is payable exclusively out of said fund. This bond, or any portion of the principal hereof, in the principal amount of $5,000 or any integral multiple thereof, may be redeemed and paid in advance of maturity on any Interest Payment Date from the proceeds of prepayment of Assessments in the manner provided in Part 11.1 of the Act in any year by giving notice to the owner hereof as provided in the Bond Indenture and by paying the principal amount thereof, plus interest to the date of redemption, unless sooner surrendered, in which event said interest will be paid to the date of payment, at the following redemption prices (expressed as a percentage of the principal amount of the bond to be redeemed): 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 This bond is subject to redemption prior to its stated maturity date on any Interest Payment Date, from any source of funds other than prepayment of assessments at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date of redemption at the following redemption prices (expressed as a percentage of the principal amount of the bond to be redeemed): 29 4818-9918-9216v3/200690-0001 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 The Bonds maturing on September 2, 20__ 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 in accordance with the schedule of sinking fund payments set forth in the Indenture, at a redemption price equal to the principal amount of Bonds to be redeemed, together with accrued interest to the date of redemption, without premium. Bonds of a maturity shall be selected for mandatory sinking fund redemption by lot. This bond is transferable by the registered owner hereof, in person or by the owner’s attorney duly authorized in writing, at the office of the Trustee, subject to the terms and conditions provided in the Bond Indenture, including the payment of certain charges, if any, upon surrender and cancellation of this bond. Upon such transfer a new registered bond or bonds of any authorized denomination or denominations, of the same maturity, for the same aggregate principal amount, will be issued to the transferee in exchange herefor. Bonds shall be registered only in the name of an individual (including joint owners), a corporation, limited liability company, a partnership, a trust or other legal entity validly existing and authorized to own the Bonds. Neither the Town nor the Trustee shall be required to make such exchanges or to register such transfers of bonds (a) during the 15 days prior to any Interest Payment Date or the date established by the Trustee for selection of Bonds for redemption, or (b) with respect to a bond after such bond has been selected for redemption. The Town and the Trustee may treat the owner hereof, as shown on the bond register kept by the Trustee, as the absolute owner for all purposes; and the Town and the Trustee shall not be affected by any notice to the contrary. The Bond Indenture is incorporated by reference herein and by acceptance hereof the registered owner assents to said terms and conditions. This bond is subject to refunding pursuant to the procedures of the Refunding Act of 1984 for 1915 Improvement Act Bonds. This bond shall not be entitled to any benefit under the Act or the Bond Indenture or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been manually signed by the Trustee. THE TOWN HAS DECLARED AND DETERMINED IN THE RESOLUTION OF INTENTION THAT PURSUANT TO SECTION 8769 OF THE IMPROVEMENT BOND ACT OF 1915 IT WILL NOT OBLIGATE ITSELF TO ADVANCE AVAILABLE FUNDS FROM THE TOWN TREASURY TO CURE ANY DEFICIENCY WHICH MAY OCCUR IN THE REDEMPTION FUND. 30 4818-9918-9216v3/200690-0001 NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE TOWN OF TIBURON, THE COUNTY OF MARIN, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE SPECIAL OBLIGATIONS OF THE TOWN PAYABLE SOLELY FROM THE SOURCES DESCRIBED IN THE BOND INDENTURE. [Remainder of this page left intentionally blank] 31 4818-9918-9216v3/200690-0001 IN WITNESS WHEREOF, the Town of Tiburon has caused this bond to be signed in manual or facsimile form by the Director of Administrative Services of said Town and attested to by the Town Clerk, all as of the __ day of _____, 2021. TOWN OF TIBURON Director of Administrative Services ATTEST: Town Clerk [FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the bonds described in the within-mentioned Bond Indenture, which bond has been authenticated and registered on ___________, 2021. U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory 32 4818-9918-9216v3/200690-0001 [FORM OF LEGAL OPINION] The attached is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office. Town Clerk of the Town of Tiburon [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto TAX I.D. #: the within bond and do(es) hereby irrevocably constitute and appoint attorney to transfer the same on the register of the Trustee with full power of substitution in the premises. Date: SIGNATURE GUARANTEED: Signature(s) must be guaranteed by an eligible guarantor institution NOTE: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever and the signature(s) must be guaranteed by an eligible guarantor. 33 4818-9918-9216v3/200690-0001 Section 605. Application of Proceeds of the Sale of Bonds. Proceeds from the sale of the Bonds shall be used as follows: (i) $________ of the proceeds of the Bonds shall be deposited by the Trustee into the Reserve Fund equaling the Reserve Requirement as of the Closing Date for the Bonds; (ii) $________ of the proceeds of the Bonds shall be deposited by the Trustee in the Costs of Issuance Fund; (iii) $________ of the proceeds of the Bonds shall be deposited into the Interest Account; and (iv) $________, which are the remainder of the proceeds of the Bonds, shall be deposited into the Improvement Fund. ARTICLE VII COVENANTS AND WARRANTY Section 701. Warranty. The Town shall preserve and protect the security of the Bonds and the rights of the Owners against all claims and demands of all persons. Section 702. Covenants. So long as any of the Bonds are Outstanding and unpaid, the Town makes the following covenants with the Owners under the provisions of the 1913 Act, the 1915 Act and this Indenture (to be performed by the Town or its proper officers, agents or employees), which covenants are necessary, convenient and desirable to secure the Bonds and tend to make them more marketable; provided, however, that said covenants do not require the Town to expend any funds or moneys other than the Assessments: (a) Punctual Payment; Covenant Against Encumbrances. The Town covenants that it will receive all Assessment Installments in trust and will, consistent with Section 503 hereof, deposit the Assessment Installments with the Trustee and the Town shall have no beneficial right or interest in the amounts so deposited except as provided by this Indenture. All such Assessment Installments, whether received by the Town in trust or deposited with the Trustee, all as herein provided, shall nevertheless be disbursed, allocated and applied solely to the uses and purposes herein set forth, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the Town. The Town covenants that it will duly and punctually pay or cause to be paid the principal of and interest on every Bond issued hereunder, together with the premium, if any, thereon on the date, at the place and in the manner set forth in the Bonds and in accordance with this Indenture to the extent Assessments and interest earnings transferred to the Redemption Fund are available therefor, and that the payments into the Redemption Fund and the Reserve Fund will be made, all in strict conformity with the terms of the Bonds and this Indenture, and that it will faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Supplements and of the Bonds issued hereunder. If at any time the total balance in the Redemption Fund, the Assessment Fund and the Reserve Fund is sufficient to redeem all Outstanding Bonds pursuant to Section 401 hereof, the Treasurer may direct the Trustee to effect such redemption on the earliest date on which all Outstanding Bonds may be redeemed. 34 4818-9918-9216v3/200690-0001 The Town will not mortgage or otherwise encumber, pledge or place any charge upon any of the Assessment Installments, and will not issue any obligation or security superior to the Bonds, payable in whole or in part from the unpaid Assessments. (b) Covenant to Levy. The Town will cause the Assessment Installments required to pay the principal of and interest on the Bonds when due to be placed on the tax bills of the owners of the parcels assessed and covenants to levy assessments, as permitted by law and the Resolution of Formation, to satisfy the Administrative Expense Requirement. (c) Commence Foreclosure Proceedings. The Town will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the superior court to foreclose the lien of any Assessment Installment not paid when due as provided in the following paragraph. On or about February 15 and June 15 of each Fiscal Year, the Treasurer shall compare the amount of Assessment Installments due and payable to the amount of Assessment Installments theretofore 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. Nothing in this Section 7.02 shall, however, prevent the Treasurer or the Town Attorney from commencing foreclosure proceedings before the occurrence of any of clause (i) or (ii) of the preceding paragraph. 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 from 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 from the sale of the receivables associated with delinquent Assessment Installments). The Treasurer shall notify the Town Attorney of any such delinquency of which the Treasurer is aware, and the Town Attorney shall commence, or cause to be commenced, such foreclosure proceedings. The Town Attorney is hereby authorized to employ counsel to conduct any such foreclosure proceedings. 35 4818-9918-9216v3/200690-0001 (d) Books and Accounts. The Town will cause the Trustee to keep proper books of record and accounts, separate from all other records and accounts of the Town, in which complete and correct entries shall be made of all transactions made by its Trustee hereunder. Such books of record and accounts shall at all times during business hours and upon reasonable prior notice be subject to the inspection of the Town or of the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding or their representatives authorized in writing. (e) Tax Covenants. Notwithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest on the Bonds will not be adversely affected for federal income tax purposes by reason of the Town’s failure to do so, the Town covenants to comply with all applicable requirements of the Code, necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows: Private Activity. The Town will not take or omit to take any action or make any use of the proceeds of the Bonds or of any other moneys or property which would cause the Bonds to be “private activity bonds” within the meaning of Section 141 of the Code. Arbitrage. The Town will make no use of the proceeds of the Bonds or of any other amounts or property, regardless of the source, or take or omit to take any action which would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. Federal Guarantee. The Town will make no use of the proceeds of the Bonds or take or omit to take any action that would cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code. Information Reporting. The Town will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code. Rebate Requirements. The Town will take no action inconsistent with its expectations stated in each Tax Certificate and will comply with the covenants and requirements stated therein and incorporated by reference herein. Without limiting the generality of the foregoing, the Town agrees that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the Bonds from time to time. In particular, the Town shall direct the Trustee to transfer to the Rebate Fund amounts sufficient to pay and shall instruct the Trustee to pay to the United States Treasury any amounts required to be paid as set forth in Section 506 hereof. (f) Collection of the Administrative Expense Requirements. The Town covenants that it will collect annually an amount specified by the Treasurer to be the Administrative Expense Requirement, which amount will be expressed as a percentage of the annual levy of Assessment Installments, to pay for Administrative Expenses. The Administrative Expense Requirement so collected shall not exceed the amount specified in the Engineer’s Report. Section 703. Continuing Disclosure Agreement. The Town hereby covenants and agrees that it will comply with and carry out all of its obligations under the Continuing Disclosure Agreement to be executed and delivered by the Town in connection with the issuance of the Bonds. Notwithstanding any other provision of this Indenture, failure of the Town to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, any Owner 36 4818-9918-9216v3/200690-0001 or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Town to comply with its obligations under this Section 703. ARTICLE VIII AMENDMENTS TO INDENTURE Section 801. Amendments Not Requiring Bondowner Consent. The Town may from time to time, and at any time, without notice to or consent of any of the Bondowners, adopt Supplements hereto for any of the following purposes: (a) to cure any ambiguity or to correct or supplement any provisions herein provided that such action shall not materially adversely affect the interests of the Bondowners; (b) to add to the covenants and agreements of, and the limitations and the restrictions upon, the Town contained in this Indenture, other covenants, agreements, limitations and restrictions to be observed by the Town which are not contrary to or inconsistent with this Indenture as theretofore in effect; (c) to provide for the issuance of any Parity Bonds, and to provide the terms and conditions under which such Parity Bonds may be issued, subject to and in accordance with the provisions of this Indenture (d) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not, materially adversely affect the interests of the Owners of the Bonds; (e) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the Bondowners. Section 802. Amendments Requiring Bondowner Consent. Exclusive of the Supplements described in Section 801, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right to consent to and approve such Supplements as shall be deemed necessary or desirable by the Town for the purpose of waiving, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture; provided, however, that nothing herein shall permit, or be construed as permitting, (a) an extension of the maturity date of the principal, or the payment date of interest on, any Bond, (b) a reduction in the principal amount of, or redemption premium on, any Bond or the rate of interest thereon, (c) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds the Owners of which are required to consent to such Supplement without the consent of the Owners of all the Bonds then Outstanding. If at any time the Town shall desire to enter into a Supplement, which pursuant to the terms of this Section shall require the consent of the Bondowners, the Town shall so notify the Trustee and shall deliver to the Trustee a copy of the proposed Supplement. The Trustee shall, at the expense of 37 4818-9918-9216v3/200690-0001 the Town, cause notice of the proposed Supplement to be mailed, by first class mail postage prepaid, to all Bondowners and their addresses as they appear in the Bond Register. Such notice shall briefly set forth the nature of the proposed Supplement and shall state that a copy thereof is on file at the office of the Superintendent of Streets and the corporate trust office of the Trustee for inspection by all Bondowners. The failure of any Bondowners to receive such notice shall not affect the validity of such Supplement when consented to and approved by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding as required by this Section. Whenever at any time within one year after the date of the first mailing of such notice the Trustee shall receive an instrument or instruments purporting to be executed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed Supplement described in such notice, and shall specifically consent to and approve the Supplement substantially in the form of the copy referred to in such notice as on file with the Superintendent of Streets and the Trustee, such proposed Supplement, when duly executed by the Town, shall thereafter become a part of the proceedings for the issuance of the Bonds. In determining whether the Owners of a majority of the aggregate principal amount of the Bonds have consented to the adoption of any Supplement, Bonds which are owned by the Town or by any person directly or indirectly controlling or controlled by or under the direct or indirect common control with the Town, shall be disregarded and shall be treated as though they were not Outstanding for the purpose of any such determination. Upon request, the Town shall designate to the Trustee those Bonds disqualified by this Section 802. Upon the execution and delivery by the Town and the Trustee of any Supplement and the receipt of consent to any such Supplement from the Owners of not less than a majority in aggregate principal amount of Bonds Outstanding in instances where such consent is required pursuant to the provisions of this Section, this Indenture shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Town, the Trustee and all Owners of Bonds then Outstanding shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. No Supplement pursuant to either Section 801 or Section 802 shall modify or amend any of the rights or obligations of the Trustee without its written consent thereto. The Trustee shall be provided an opinion of counsel, at the expense of the Town, that any such Supplement complies with the provisions of this Article VIII and the Trustee may conclusively rely upon such opinion. Section 803. Notation of Bonds; Delivery of Amended Bonds. After the effective date of any action taken as hereinabove provided, the Town may determine that the Bonds may bear a notation, by endorsement in form approved by the Town, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for the purpose at the office of the Trustee, a suitable notation as to such action shall be made on such Bonds. If the Town shall so determine, new Bonds so modified as, in the opinion of the Town, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds shall be exchanged at the office of the Trustee without cost to each Owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds. 38 4818-9918-9216v3/200690-0001 ARTICLE IX TRUSTEE Section 901. Trustee. U.S. Bank National Association is hereby appointed Trustee for the Town for the purpose of receiving all money which the Town is required to deposit with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture. The Trustee is hereby authorized to and shall mail by first-class mail, postage prepaid, or wire transfer interest payments to the Bondowners as set forth herein, select Bonds for redemption, and maintain the Bond Register. The Trustee is hereby authorized to pay the principal of and premium, if any, on the Bonds when the same are duly presented to it for payment at maturity or upon redemption, to provide for the registration of transfer and exchange of Bonds presented to it for such purposes, to provide for the cancellation of Bonds, and to provide for the authentication of Bonds, and shall perform all other duties assigned to or imposed on it as provided in this Indenture. The Trustee shall keep accurate records of all funds administered by it and all Bonds paid and discharged by it. The Trustee is hereby authorized to pay the Bonds when duly presented for payment at maturity, or on redemption prior to maturity. The Trustee shall cancel all Bonds upon payment thereof or upon the surrender thereof by the Town pursuant to Section 1201 hereof. The Trustee shall keep accurate records of all Bonds paid and discharged and canceled by it. The Trustee shall supply information regarding investments made under Article V at the written request of the Town including: (i) purchase date, (ii) purchase price, (iii) any accrued interest paid, (iv) face amount, (v) coupon rate, (vi) periodicity of interest payments, (vii) disposition price, (viii) any accrued interest, received, and (ix) disposition date. In the event a Nonpurpose Investment is subject to a receipt of bids, the Town shall maintain a record of all information establishing fair market value on the date such investment became a Nonpurpose Investment. Such detailed record keeping is required for the calculation of the Rebate Requirement which shall be performed by the Town and, in part, will require a determination of the difference between the actual aggregate earnings of all Nonpurpose Investments and the amount of such earnings assuming a rate of return equal to the Yield on the Bonds. The Town shall from time to time, subject to any agreement between the Town and the Trustee then in force, pay to the Trustee compensation for its services, reimburse the Trustee for all its advances and expenditures, including, but not limited to, advances to and fees and expenses of independent accountants, counsel, agents, receiver and engineers or other experts employed by it in the exercise and performance of its powers and duties hereunder, and indemnify, defend and save the Trustee harmless against any losses, costs, claims, suits, expenses or liabilities, including reasonable fees and expenses of its attorneys, agents and advisors (including the allocated costs and disbursements of in-house counsel, to the extent such services are not redundant with those provided by outside counsel), not arising from its own negligence or willful misconduct which it may incur in the exercise and performance of its powers and duties hereunder, which indemnity shall survive discharge of the Bonds. All amounts owed by the Town to the Trustee shall constitute Administrative Expenses. Any bank or trust company into which the Trustee may be merged or converted or with which it may be consolidated or any bank or trust company resulting from any merger, conversion or 39 4818-9918-9216v3/200690-0001 consolidation to which it shall be a party or any bank or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank or trust company shall be eligible under Section 902, shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. Section 902. Removal of Trustee. The Town may in the absence of an event of default at any time, in the exercise of its sole discretion, upon thirty (30) days prior written notice to the Trustee, remove the Trustee initially appointed, and any successor thereto, and may appoint a successor or successors thereto; provided that any such successor shall be a bank or trust company doing business and having a corporate trust office in Los Angeles or San Francisco, California, having a combined capital (exclusive of borrowed capital and surplus) (or whose parent or holding company has a combined capital (exclusive of borrowed capital and surplus) of at least fifty million dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this section the combined capital and surplus shall be as set forth in its most recent report of condition so published. The Town shall notify the Bondowners in writing of any such removal of the Trustee and appointment of a successor thereto. Section 903. Resignation of Trustee. The Trustee may at any time resign by giving written notice to the Town. Upon receiving such notice of resignation, the Town shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event that the Town does not appoint a successor Trustee within thirty (30) days following receipt of such notice of resignation, the resigning Trustee may petition an appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the written acceptance of appointment by the successor Trustee, and notice to the Bondowners of the Trustee’s identity and address. Section 904. Liability of Trustee. The recitals of fact and all promises, covenants and agreements contained herein and in the Bonds shall be taken as statements, promises, covenants and agreements of the Town, and the Trustee assumes no responsibility for the correctness of the same and makes no representations as to the validity or sufficiency of this Indenture or of the Bonds or the tax status of the interest thereon, and shall incur no responsibility in respect thereof other than in connection with its duties or obligations herein or in the Bonds or in the certificate of authentication assigned to or imposed upon the Trustee. The Trustee shall have no duties or obligations other than as specifically set forth herein and no implied duties, covenants or obligations shall be read into this Indenture against the Trustee. The Trustee shall be under no responsibility or duty with respect to the issuance of the Bonds for value. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. Absent negligence or willful misconduct, the Trustee shall not be liable for an error of judgment. The Trustee shall have no liability or obligation to the Bondowners with respect to the payment of debt service by the Town or with respect to the observance or performance by the Town of the other conditions, covenants and terms contained in this Indenture, or with respect to the investment of any moneys in any fund or account established, held or maintained by the Town pursuant to this Indenture or otherwise. 40 4818-9918-9216v3/200690-0001 The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, bond or other paper or documents believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel to the Town, at the expense of the Town, with regard to legal questions, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered hereunder and in accordance therewith. The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by a written certificate of the Town, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee shall have no duty or obligations whatsoever to enforce the collection of Assessments or other funds to be deposited with it hereunder, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounting for such funds as it shall actually receive. The Trustee shall have no duty or obligation to monitor the Town’s compliance with the 1913 Act or the 1915 Act. No provision in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers. The Trustee shall be entitled to interest on all amounts advanced by it at the maximum rate permitted by law. The Trustee shall have no responsibility, opinion or liability with respect to any information, statement or recital in any official statement or other disclosure material prepared or distributed with respect to the issuance of the Bonds. All protections extended to the Trustee shall also extend to its officers, directors, employees and agents. The Trustee’s rights to indemnification hereunder and to payment of its fees and expenses shall survive its resignation or removal and the final payment or defeasance of the Bonds. The Trustee makes no covenant, representation or warranty concerning the current or future tax status of interest on the Bonds. Section 905. Interested Transactions. The Trustee and its officers and employees may acquire and hold Bonds with the same effect as if it were not Trustee. The Trustee, either as principal or agent, may engage in or be interested in any financial or other transaction with the Town. Section 906. Agents. The Trustee may execute any of its trusts or powers or perform its duties through attorneys, agents or receivers and the Trustee shall not be answerable for the default or misconduct of any such attorney, agent or receiver selected by it with reasonable care. 41 4818-9918-9216v3/200690-0001 ARTICLE X EVENTS OF DEFAULT; REMEDIES Section 1001. Event of Default. Any one or more of the following events shall constitute an “event of default”: (a) Default in the due and punctual payment of the principal of or redemption premium, if any, on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed or from mandatory redemption; (b) Default in the due and punctual payment of the interest on any Bond when and as the same shall become due and payable; or (c) Default by the Town in the observance of any of the other agreements, conditions or covenants on its part in this Indenture or in the Bonds contained, and the continuation of such default for a period of thirty (30) days after the Town shall have been given notice in writing of such default by the Trustee or any Owner, provided that if within thirty (30) days the Town has commenced curing of the default and diligently pursues elimination thereof, such period shall be extended to permit such default to be eliminated. Section 1002. Remedies of Owners. Following the occurrence of an event of default, any Owner shall have the right for the equal benefit and protection of all Owners similarly situated: (a) By mandamus or other suit or proceeding at law or in equity to enforce his or her rights against the Town and any of the members, officers and employees of the Town, and to compel the Town or any such members, officers or employees to perform and carry out their duties under the 1913 Act or the 1915 Act and their agreements with the Owners as provided in this Indenture; (b) By suit in equity to enjoin any actions or things which are unlawful or violate the rights of the Owners; or (c) By a suit in equity to require the Town and its members, officers and employees to account as the trustee of an express trust. Nothing in this article or in any other provisions of this Indenture, or in the Bonds, shall affect or impair the obligation of the Town, which is absolute and unconditional, to pay the interest on and principal of the Bonds to the respective Owners of the Bonds at the respective dates of maturity, as herein provided, out of the Assessments pledged for such payment, or affect or impair the right of action, which is also absolute and unconditional, of such Owners to institute suit to enforce such payment by virtue of the contract embodied in the Bonds and in this Indenture. A waiver of any default of breach of duty or contract by any Owner shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission by any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners by the 1913 Act or the 1915 Act or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners. 42 4818-9918-9216v3/200690-0001 If any suit, action or proceeding to enforce any right or exercise any remedy is abandoned or determined adversely to the Owners, the Town and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the 1913 Act, the 1915 Act or any other law. In no event shall the Trustee have any responsibility to cure or cause the Town or any other person or entity to cure an Event of Default hereunder. ARTICLE XI DEFEASANCE Section 1101. Defeasance. If the Town shall pay or cause to be paid, or there shall otherwise be paid, to the Owners of any Outstanding Bonds the interest due thereon and the principal thereof, at the times and in the manner stipulated therein and in this Indenture, then the Owners of such Bonds shall cease to be entitled to the pledge of Assessments and other amounts hereunder, and all covenants, agreements and other obligations of the Town to the Owners of such Bonds under this Indenture shall thereupon cease, terminate and become void and be discharged and satisfied except for the Town’s covenants under Sections 506 and 702(e) hereof. In such event, the Trustee shall execute and deliver to the Town all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the Town after payment of any amounts due the Trustee hereunder all money or securities held by it pursuant to this Indenture which are not required for the payment of the interest due on, and the principal of, such Bonds. Any Outstanding Bond shall be deemed to have been paid within the meaning expressed in the first paragraph of this Section if such Bond is paid in any one or more of the following ways: (a) by paying or causing to be paid the principal of and interest with respect to such Bond, as and when the same become due and payable; (b) by depositing with the Trustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the Assessment Fund, the Reserve Fund and the Redemption Fund, is fully sufficient to pay the principal of, premium and interest on such Bond as and when the same shall become due and payable; or (c) by depositing with the Trustee, in trust, Federal Securities in such amount as will, together with the interest to accrue thereon and moneys then on deposit in the Assessment Fund, the Reserve Fund and the Redemption Fund which is available to pay such Bond, together with the interest to accrue thereon without further investment, be fully sufficient to pay and discharge the principal of, premium, if any, and interest on such Bond as and when the same shall become due and payable; then, notwithstanding that such Bond shall not have been surrendered for payment, all obligations of the Town under this Indenture with respect to such Bond shall cease and terminate, except for the obligation of the Trustee to pay or cause to be paid to the Owner of any Bond not so surrendered and paid, all sums due thereon from funds provided to it by the Town and except for the Town’s covenants under Sections 506 and 702(e) hereof. Any money or securities deposited with 43 4818-9918-9216v3/200690-0001 the Trustee to defease any Bond or Bonds shall be accompanied by a certificate of an independent certified public accountant confirming the accuracy of the calculations establishing the sufficiency of such deposit, and an opinion of Bond Counsel that the deposit of such money or securities will not impair the exclusion from gross income or federal income tax purposes of interest on the Bonds. Any funds held by the Trustee at the time of payment or defeasance of all Outstanding Bonds, which are not required for the purpose above mentioned, or for payment of amounts due the Trustee hereunder shall be paid over to the Town. ARTICLE XII MISCELLANEOUS Section 1201. Cancellation of Bonds. All Bonds surrendered to the Trustee for payment upon maturity or for redemption shall upon payment therefor, and any Bond purchased by the Town as authorized herein shall be, cancelled forthwith and shall not be reissued. The Trustee shall destroy such Bonds as provided by law and furnish to the Town a certificate of destruction. Section 1202. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Indenture to be signed or executed by Bondowners may be in any number of concurrent instruments of similar tenor, may be signed or executed by such Owners in person or by their attorneys appointed by an instrument in writing for that purpose, or by the commercial bank, trust company or other depository for such Bonds. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, and of the ownership of Bonds shall be sufficient for the purposes of this Indenture (except as otherwise herein provided), if made in the following manner: (a) The fact and date of the execution by any Owner or his or her attorney of any such instrument and of any instrument appointing any such attorney, may be proved by a signature guarantee of any commercial bank or trust company located within the United States of America. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such signature guarantee shall also constitute sufficient proof of his authority. (b) As to any Bond, the person in whose name the same shall be registered in the Bond Register shall be deemed and regarded as the absolute Owner thereof for all purposes, and payment of or on account of the principal of any such Bond, and the interest thereon, shall be made only to or upon the order of the registered Owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond and the interest thereon to the extent of the sum or sums to be paid. The Trustee shall not be affected by any notice to the contrary. Nothing contained in this Indenture shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept other evidence of the matters herein stated which the Trustee may deem sufficient. Any request or consent of the Owner of any Bond shall bind every future Owner of the same Bond in respect of anything done or suffered to be done by the Trustee in pursuance of such request or consent. Section 1203. Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Bonds which remains unclaimed for one year after the Bonds become due and payable, if such money was held by the Trustee at such date, or for one year after the date of deposit of such money if 44 4818-9918-9216v3/200690-0001 deposited with the Trustee after said date when such Bonds become due and payable, shall be repaid by the Trustee to the Town, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Town for the payment of such Bonds; provided, however, that, before being required to make any such payment to the Town, the Trustee shall, at the written request and the expense of the Town, cause to be mailed to the registered Owners of such Bonds, at their addresses as they appear on the Bond Register, a notice that said money remains unclaimed and that, after a date named in said notice, which date shall not be less than thirty (30) days after the date of the mailing of such notice, the balance of such money then unclaimed will be returned to the Town. Section 1204. Provisions Constitute Contract; Successors. The provisions of this Indenture shall constitute a contract between the Town and the Bondowners and the provisions hereof shall be construed in accordance with the laws of the State of California. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and the Trustee shall prevail, the Trustee shall be entitled to receive from the Assessment District reimbursement for reasonable costs, expenses, outlays and attorneys’ fees (including the allocated costs and disbursements of in-house counsel, to the extent such services are not redundant with those provided by outside counsel), and should said suit, action or proceeding be abandoned, or be determined adversely to the Trustee, then the Town, the Trustee and the Bondowners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. After the issuance and delivery of the Bonds this Indenture shall be irrepealable, but shall be subject to modifications to the extent and in the manner provided in this Indenture, but to no greater extent and in no other manner. This Indenture shall be binding upon and inure to the benefit of the Town and the Trustee, and their respective successors and assigns. Section 1205. Further Assurances; Incontestability. The Town will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Indenture. After the sale and delivery of the Bonds by the Town, the Bonds shall be incontestable by the Town. Section 1206. Severability. If any covenant, agreement or provision, or any portion thereof, contained in this Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Indenture and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected thereby, and this Indenture and the Bonds shall remain valid and the Bondowners shall retain all valid rights and benefits accorded to them under the laws of the State of California. 45 4818-9918-9216v3/200690-0001 Section 1207. General Authorization. Authorized Representatives of the Town are hereby respectively authorized to do and perform from time to time any and all acts and things consistent with this Indenture necessary or appropriate to carry the same into effect. Section 1208. Liberal Construction. This Indenture shall be liberally construed to the end that its purpose may be effected. No error, irregularity, informality and no neglect or omission herein or in any proceeding had pursuant hereto which does not directly affect the jurisdiction of the Town Council shall void or invalidate this Indenture or such proceeding or any part thereof, or any act or determination made pursuant thereto. Section 1209. Notice. Any notices required to be given to the Town with respect to the Bonds for this Indenture shall be mailed, first class, or personally delivered to the Town Manager at the Town offices located at 1505 Tiburon Boulevard, Tiburon, California 94920, and all notices to the Trustee shall be mailed, first class, or personally delivered to the Trustee at U.S. Bank National Association, One California Street, Suite 1000, San Francisco, California 94111, Attention: Global Corporate Trust Services. Section 1210. Action on Next Business Day. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Indenture, is not a Business Day, such payment, with no interest accruing for the period from and after such nominal date, may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided therefore in this Indenture. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] S-1 4818-9918-9216v3/200690-0001 IN WITNESS WHEREOF, the Town and the Trustee have executed this 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 A-1 4818-9918-9216v3/200690-0001 EXHIBIT A WRITTEN DELIVERY REQUISITION – COSTS OF ISSUANCE FUND U.S. Bank National Association, as Trustee (the “Trustee”) RE: Disbursement from the Costs of Issuance Fund pursuant to Section 502 of the Bond Indenture, dated as of May 1, 2021 (the “Bond Indenture”), by and between the Town of Tiburon (“Town”) and the Trustee, in connection with the issuance of $__________ Town of Tiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District) Limited Obligation Improvement Bonds, 2021 Series A (the “Bonds”). REQUISITION NO. 1 You are hereby instructed to pay to the parties, listed on Schedule I attached hereto, as costs of issuing the Bonds as provided in Section 502 of the Bond Indenture. These costs of issuing the Bonds have been properly incurred, are a proper charge against the Costs of Issuance Fund and have not been the basis of any previous disbursements. The Trustee is hereby instructed to pay an amount which shall not exceed the amounts listed on Schedule I attached hereto upon receipt of an invoice of the payee. TOWN OF TIBURON By: Authorized Officer A-2 4818-9918-9216v3/200690-0001 SCHEDULE I COSTS OF ISSUING BONDS Party Purpose Amount B-1 4818-9918-9216v3/200690-0001 EXHIBIT B WRITTEN DELIVERY REQUISITION – IMPROVEMENT FUND U.S. Bank National Association, as Trustee (the “Trustee”) RE: Disbursement from the Improvement Fund pursuant to Section 507 of the Bond Indenture, dated as of May 1, 2021 (the “Bond Indenture”), by and between the Town of Tiburon and the Trustee, in connection with the $___________ Town of Tiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District) Limited Obligation Improvement Bonds, 2021 Series A (the “Bonds”). REQUISITION NO. 1 You are hereby instructed to pay to the parties, listed on Schedule I attached hereto, as costs of the Improvements as provided in Section 507 of the Bond Indenture. These costs have been properly incurred, are a proper charge against the Improvement Fund and have not been the basis of any previous disbursements. The Trustee is hereby instructed to pay an amount which shall not exceed the amounts listed on Schedule I attached hereto upon receipt of an invoice of the payee. TOWN OF TIBURON By: Authorized Officer B-2 4818-9918-9216v3/200690-0001 SCHEDULE I COSTS OF IMPROVEMENTS Party Purpose Amount EXHIBIT 4 Stradling Yocca Carlson & Rauth Draft of 3/12/21 1 4840-6417-0976v2/200690-0001 CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the “Disclosure Agreement”) is executed and delivered by the Town of Tiburon (the “Issuer”) and NBS Financial Services, Inc., as Dissemination Agent (the “Dissemination Agent”) in connection with the issuance of Town of Tiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District) Limited Obligation Improvement Bonds 2021 Series A 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 April 21, 2021 and a Bond Indenture dated as of May 1, 2021 (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 Financial Services, Inc., 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://emma.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. 2 4840-6417-0976v2/200690-0001 Section 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent to, by March 31 of each year, commencing March 31, 2022, 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 DELINQUENCIES. 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 statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they come available. 3 4840-6417-0976v2/200690-0001 (b) The following information regarding the Bonds: (i) Principal amount of 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; (vii) Status of foreclosure proceedings and summary of results of foreclosure sales, if available; and (viii) A statement as to whether the Teeter Plan (as defined in the Official Statement for the Bonds) is still in effect as to the special assessment installments. (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 document included by reference is a final official statement, it must be available from the Municipal Securities 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; 4 4840-6417-0976v2/200690-0001 2. unscheduled draws on debt service reserves reflecting financial difficulties; 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 of the obligated person, 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 business, the entry into a definitive agreement 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; --- 5 4840-6417-0976v2/200690-0001 4. nonpayment related defaults; 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 of the obligated person, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, 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)(10) 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 Financial Services, Inc. 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: 6 4840-6417-0976v2/200690-0001 (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 amended 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 the 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 manner 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. If the 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 information or include it in any future 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 seeking mandate or specific 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 7 4840-6417-0976v2/200690-0001 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, Immunities 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, CA 94920 If to the Dissemination Agent: NBS Financial Services, Inc. 870 Market Street, Suite 1223 San Francisco, CA 94102 8 4840-6417-0976v2/200690-0001 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 hours 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. Dated: May __, 2021 TOWN OF TIBURON By: Town Manager NBS FINANCIAL SERVICES, INC., as Dissemination Agent By: Authorized Officer EXHIBIT 5 Jones Hall 4/19/2021 1 $__________ TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2021 SERIES A BOND PURCHASE AGREEMENT _____________, 2021 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. 2017-1 (Hawthorne Undergrounding District) (the "District"). The District has been formed under the Municipal 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 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 by 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 will 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 Indenture (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 all) of the Bonds, dated the Closing Date (as hereinafter defined). 2 The purchase price for the Bonds shall be $_____________ (representing the principal of amount of the Bonds, minus original issue discount of $_____________, and less an Underwriter's discount of $_____________). The Bonds shall bear interest at the rates, and mature on the dates and in the principal amounts and be subject to redemption all as set forth in Exhibit A hereto. 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 May 1, 2021 (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 property 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 Underwriter 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 15Ba1) 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 ________________, 2021, 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 3 Official Statement and 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 ________________, 2021 (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 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, 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 Town 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 Town’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% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase 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 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 4 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 the 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 Underwriter, and (II) 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 any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and 5 (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 Underwriter hereby represents that there is no selling group. (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 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 6 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 Agreements 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 and the Continuing Disclosure Agreement dated the Closing Date, between the Town and NBS, as dissemination agent (the “Continuing Disclosure Agreement”), and to execute 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 Indenture, the Bonds, the Continuing Disclosure Agreement, this Purchase Agreement and the Official Statement and approved the distribution of the Preliminary Official Statement, and (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 7 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 (other than information released to the Depository Trust Company and its book-entry system, CUSIP numbers and information under the caption “CONCLUDING INFORMATION - UNDERWRITING”, as to which no view is expressed) is true, correct and complete in all material respects and does not and, on the Closing Date the information in the Official Statement (other than information released to the Depository Trust Company and its book-entry system, CUSIP numbers and information under the caption “CONCLUDING INFORMATION - UNDERWRITING”, as to which no view is expressed) will not, contain any 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 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 hereinafter defined), any event occurs, of which the Town 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 of any such event of which 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 Town will promptly furnish to the Underwriter a reasonable number of copies of such amendment or supplement. As used herein the term “End of the Underwriting Period” means the later 8 of such time as (i) 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.” (i) 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 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 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. (j) 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. (l) 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) Until 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 redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any, to maturity 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 for the omission of such information as is permitted to 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 from the date 9 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 community 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 its 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 subject, 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: 10 (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 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 Bonds, Bond Indenture, 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 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. (e) Between the date hereof and the Closing Date, the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, at the initial offering prices set forth on the inside 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 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 such House to which such legislation had been referred for consideration or a decision rendered 11 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 of America, or an 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 of a material fact or omits 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; (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 marketability of the Bonds, or (B) the ability of the Underwriter to enforce contracts for the sale of the Bonds; 12 (vii) the declaration of a 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) the commencement of any action, suit, proceeding, inquiry or investigation, at law or in equity, as set forth in Section 3(i) hereof; (x) the withdrawal or downgrading of any underlying rating of the Town’s outstanding indebtedness by a national rating agency; (xi) 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; (xii) a material disruption in securities settlement, payment or clearance services affecting the Bonds occurs; or (xiii) 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 ___________, 2021, by the Town Council (the “Resolution”), together with a certificate of the Town Clerk, dated 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. 13 (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 from 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 from 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 BONDS,” “SECURITY FOR THE BONDS,” “CONCLUDING INFORMATION – Continuing Disclosure” and “CONCLUDING INFORMATION – Tax Matters” and in Appendices 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 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, moratorium or other laws relating to or affecting generally the enforcement of creditor’s rights; 14 (vii) a letter of Stradling Yocca Carlson & Rauth, 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 circumstances 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 Indenture, 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 1913 Act; (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 document constitutes the legal, valid and binding obligation of the Town 15 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 contemplated 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 stated therein or necessary to make the statements therein, in the light of the circumstances 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 full legal right, power and authority to form the District; (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; 16 (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) a certificate 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 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. 17 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, from 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 documents relating to the Bonds and pertaining to the District or the Town, to the extent that such 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 communication to be given to the Town under this Purchase Agreement may be given by delivering the same in writing to the Town at the address set forth on the first page of this Purchase Agreement. 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: Eileen Gallagher 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. 18 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] S-1 Section 13. 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: A-1 EXHIBIT A $______________ TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2021 SERIES A MATURITY SCHEDULE Maturity (September 2) Principal Amount Interest Rate Yield Initial Offering Price 10% Test Used Hold the Offering Price Rule Used * Term Bonds A-2 REDEMPTION TERMS Optional Redemption. The Bonds maturing on and after September 2, 20__, are subject to redemption prior to their stated maturity dates on September 2, 20__, and any Interest Payment Date thereafter, 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 Bonds to be redeemed), together with accrued interest to the date of redemption: Redemption Date Redemption Prices September 2, 20__, and March 2, 20__ 103% September 2, 20__, and March 2, 20__ 102 September 2, 20__, and March 2, 20__ 101 September 2, 20__, and thereafter 100 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, the Bonds shall be called for redemption as provided in Part 11.1 of the 1915 Act. The Bonds, or any portion of the principal thereof, in the principal amount of $5,000 or any integral multiple thereof, may be redeemed and paid in advance of maturity on any Interest Payment Date by giving notice to the Owner thereof as provided in the Indenture and by paying the principal amount thereof, plus interest to the date of redemption, unless sooner surrendered, in which event said interest will be paid to the date of payment, at the following redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed): Redemption Date Redemption Prices Interest Payment Dates on or prior to March 2, 20__ 103% September 2, 20__, and March 2, 20__ 102 September 2, 20__, and March 2, 20__ 101 September 2, 20__, and thereafter 100 Mandatory Sinking Fund Redemption of Bonds. The 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 Bonds to be redeemed, together with accrued interest to the date of redemption, without premium, as follows: 20__ Term Bonds Redemption Date (September 2) Redemption Amount 20__ 20__ 20__ A-3 The 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 Bonds to be redeemed, together with accrued interest to the date of redemption, without premium, as follows: 20__ Term Bonds Redemption Date Redemption Amount 20__ 20__ 20__ 20__ B-1 EXHIBIT B $__________ TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2021 SERIES A 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 ___________, 2021, and the Official Statement dated ______________, 2021, for the Bonds. 3. We hereby certify that the information contained in the Official Statement provided by us 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: _____________, 2021 HARRIS & ASSOCIATES By: , Principal C-1 EXHIBIT C FORM OF ISSUE PRICE CERTIFICATE $__________ TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2021 SERIES A 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. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.” (b) Issuer means the Town of Tiburon. (c) 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. (d) 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. (e) 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 ____________, 2021. (f) 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 C-2 103 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: _____________, 2021 C-3 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES (Attached) EXHIBIT 6 Stradling Yocca Carlson & Rauth Draft of 4/29/21 4837-9625-9808v5/200690-0001 Th i s P r e l i m i n a r y O f f i c i a l S t a t e m e n t a n d t h e i n f o r m a t i o n c o n t a i n e d h e r e i n a r e s u b j e c t t o c o m p l e t i o n o r a m e n d m e n t . T h e s e s e c u r it i e s m a y n o t b e s o l d , n o r m a y o f f e r s t o b u y t h e m b e a c c e p t e d , p r i o r t o th e t i m e t h e O f f i c i a l S t a t e m e n t i s d e l i v e r e d i n f i n a l f o r m . U n d e r n o c i r c u m s t a n c e s s h a l l t h i s P r e l i m i n a r y O f f i c i a l S t a t e m e n t c o n s t i t u t e a n o f f e r t o s e l l o r t h e s o l i c i t a t i o n o f a n o f f er t o b u y , n o r s h a l l t h e r e be a n y s a l e o f , t h e s e s e c u r i t i e s i n a n y j u r i s d i c t i o n i n w h i c h s u c h o f f e r , s o l i c i t a t i o n o r s a l e w o u l d b e un l a w f u l . PRELIMINARY OFFICIAL STATEMENT DATED _____, 2021 NEW ISSUE – BOOK ENTRY ONLY NOT RATED In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, subject to certain qualifications described in the Official Statement, under existing statutes, regulations, rules and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described in the Official Statement, the interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. In the further opinion of Bond Counsel, such interest (and original issue discount) is exempt from State of California personal income taxes. See “CONCLUDING INFORMATION—Tax Matters” herein. $8,911,716∗ TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2021 SERIES A Dated: Date of Delivery Due: September 2, as shown inside cover The Town of Tiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District) Limited Obligation Improvement Bonds 2021 Series A (the “Bonds”) are limited obligations of the Town of Tiburon (the “Town”) secured by special assessments levied on real property located within the Town of Tiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District) (the “Assessment District”) and funds pledged under a Bond Indenture dated as of May 1, 2021 (the “Bond Indenture”) by and between the Town and U.S. Bank 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. The Bonds are issued pursuant to provisions of the Improvement Bond Act of 1915 and the Bond Indenture to (i) fund a deposit to the Reserve Fund for the Bonds (defined below), (ii) finance capitalized interest on the Bonds through March 2, 2022, (iii) pay costs of issuance, and (iv) pay the costs of the Improvements. See “ESTIMATED SOURCES AND USES OF FUNDS” and “THE ASSESSMENT DISTRICT.” The Bonds will be issued in fully 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 Bonds. Interest is payable semiannually on March 2 and September 2 of each year, commencing September 2, 2021. Payments of principal and interest on the Bonds will be paid by the Trustee directly to DTC or its nominee as the registered owner of the Bonds. Upon receipt of payments of principal and interest on the 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 Bonds. See APPENDIX E—“BOOK-ENTRY ONLY SYSTEM.” The Bonds are subject to redemption prior to maturity as described under “THE BONDS—Redemption of Bonds.” 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 Assessment District against which there are unpaid assessments. Upon receipt by the Town from the County, these annual assessment installments are to be deposited with the Trustee into the Assessment Fund and used to pay debt service on the Bonds as they become due. The 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 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 Bonds. See “THE ASSESSMENT DISTRICT—Value-to-Lien Ratios” and “BONDOWNERS’ RISKS—Property Values.” A Reserve Fund has been established under the Bond Indenture and, upon the issuance of the Bonds, a deposit will be made so that the balance therein equals the Reserve Requirement. The Reserve Fund will provide funds for payment of principal and interest on the Bonds in the event of any delinquent assessment installments. The Town’s obligation to advance funds to the Redemption Fund as a result of 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 “SECURITY FOR THE BONDS—Covenant to Foreclose and Court Foreclosure Proceedings.” NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE TOWN OF TIBURON, THE COUNTY OF MARIN, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE SPECIAL OBLIGATIONS OF THE TOWN PAYABLE SOLELY FROM THE SOURCES DESCRIBED IN THE BOND INDENTURE. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement, including, without limitation, “BONDOWNERS’ RISKS,” to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as and if issued and delivered to the Underwriter subject to the approval of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel and Disclosure Counsel. Certain matters will be passed upon for the Town by the Town Attorney. Certain legal matters will be passed upon for the Underwriter by its counsel, Jones Hall, A Professional ∗ Preliminary, subject to change. 4837-9625-9808v5/200690-0001 Law Corporation, San Francisco, California. It is anticipated that the Bonds will be available for delivery to The Depository Trust Company in New York, New York on or about ______, 2021. [STIFEL LOGO] Dated: _______, 2021 4837-9625-9808v5/200690-0001 $________ TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2021 SERIES A BASE CUSIP†: _____ MATURITY SCHEDULE Maturity Date (September 2) Principal Amount Interest Rate Yield CUSIP† $ % % † CUSIP® Copyright 2021, American Bankers Association. CUSIP® data in this Official Statement is provided by CUSIP Global Services, managed by S&P Capital IQ on behalf of the American Bankers’ Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. Neither the Town nor the Underwriter takes any responsibility for the accuracy of CUSIP data in this Official Statement. The CUSIP® number for a specific maturity is subject to being changed after the issuance of the Series B Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series B Bonds. 4837-9625-9808v5/200690-0001 TOWN OF TIBURON COUNTY OF MARIN, CALIFORNIA TOWN COUNCIL Holli P. Thier, Mayor Jon Welner, Vice Mayor Alice Fredericks, Councilmember David Kulik, Councilmember Jack Ryan, Councilmember _____________ TOWN OFFICIALS Gregory Chanis, Town Manager Suzanne Creekmore, Director of Administrative Services 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 4837-9625-9808v5/200690-0001 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 with the offer or sale of the 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 Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 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 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 Town, 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 for 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 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 of 1995, Section 21E 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 words. Such forward-looking statements include, but are not limited to, certain statements contained in the information under the caption “THE ASSESSMENT DISTRICT.” 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 STATEMENTS. THE TOWN DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. TABLE OF CONTENTS i 4837-9625-9808v5/200690-0001 INTRODUCTION .......................................................... 1 Purpose; Security for the Bonds.................................. 1 Forward Looking Statements ...................................... 1 The Assessment District ............................................. 2 Property Values and Value-to-Lien Ratios ................. 2 No Additional Bonds .................................................. 3 The Improvements ...................................................... 3 Professionals Involved in the Offering ....................... 3 Continuing Disclosure ................................................ 3 Bond Owners’ Risks ................................................... 3 Other Information ....................................................... 3 ESTIMATED SOURCES AND USES OF FUNDS ...... 4 THE BONDS .................................................................. 4 General ........................................................................ 4 Redemption of Bonds ................................................. 5 Purchase in-Lieu of Redemption ................................. 6 Notice of Redemption ................................................. 6 Selection of Bonds for Redemption ............................ 7 Refunding Bonds ........................................................ 7 Annual Debt Service ................................................... 8 SECURITY FOR THE BONDS ..................................... 9 Limited Obligation ...................................................... 9 Assessment Liens and Installments ............................. 9 Limited Obligation Upon Delinquency ..................... 10 Reserve Fund ............................................................ 10 Covenant to Foreclose and Court Foreclosure Proceedings ........................................................... 11 Delinquency Resulting in Ultimate or Temporary Loss on Bonds ....................................................... 12 Priority of Assessment Lien ...................................... 13 Teeter Plan ................................................................ 13 No Additional Bonds ................................................ 14 THE ASSESSMENT DISTRICT ................................. 14 Description of the Assessment District ..................... 14 Description of Improvements.................................... 15 Formation Proceedings ............................................. 17 Allocation of Assessments ........................................ 17 Maximum Annual Assessment for Administrative Costs and Expenses ............................................... 17 Value-to-Lien Ratios ................................................. 17 Historical Assessed Values ....................................... 22 Direct and Overlapping Indebtedness ....................... 22 BONDOWNERS’ RISKS ............................................ 23 Potential Insufficiency of Assessment Installments ........................................................... 23 Risks of Real Estate Secured Investments Generally ............................................................... 24 Limited Obligations .................................................. 24 Delinquency Resulting in Ultimate or Temporary Loss on Bonds ....................................................... 24 Potential Early Redemption of Bonds from Prepayments or Other Sources .............................. 25 Non-Cash Payments of Assessments ........................ 25 Limited Town Obligation Upon Delinquency .......... 25 Disclosures to Future Purchasers .............................. 25 Payment of the Assessments is not a Personal Obligation of the Owners .......................................26 Property Values .........................................................26 Teeter Plan Termination ............................................26 Bankruptcy and Foreclosure ......................................26 FDIC/Federal Government Interests in Parcels .........27 No Acceleration Provision .........................................28 Limitation on Remedies .............................................28 Natural Disasters........................................................28 Hazardous Substances ...............................................28 Limited Secondary Market ........................................29 Future Overlapping Liens and Debt...........................29 Ballot Initiatives ........................................................29 Constitutional Provisions – Articles IIIC and IIID ....30 Cyber Security ...........................................................30 Potential Early Redemption of Bonds from Prepayments of Reassessments ..............................30 CONCLUDING INFORMATION ................................31 Continuing Disclosure ...............................................31 Legal Opinion ............................................................32 Tax Matters ................................................................32 Litigation ...................................................................33 Financial Interests ......................................................34 No Rating...................................................................34 Underwriting ..............................................................34 Miscellaneous ............................................................34 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 ................................... D-1 APPENDIX E BOOK-ENTRY ONLY SYSTEM ...................................... E-1 APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT .... F-1 4837-9625-9808v5/200690-0001 GENERAL LOCATION MAP 1 4837-9625-9808v5/200690-0001 $8,911,716∗ TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2021 SERIES A 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 $8,911,716* Town of Tiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District) Limited Obligation Improvement Bonds 2021 Series A (the “Bonds”). The 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 May 1, 2021 (the “Bond Indenture”). The Bonds will be 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 established under the Bond Indenture. See “SECURITY FOR THE BONDS.” The proceeds of the Bonds will be used to (i) fund a deposit to the Reserve Fund for the Bonds, (ii) finance capitalized interest on the Bonds through March 2, 2022, (iii) pay costs of issuance, and (iv) pay the costs of the construction of improvements to underground overhead utilities (the “Improvements”) within the Town of Tiburon Assessment District No. 2017-1 (Hawthorne 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 full review should be made of the entire Official Statement. The sale and delivery of Bonds to potential investors is made only by means of the entire Official Statement. All capitalized terms used in this Official 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 1995, Section 21E 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-looking statements include, but are not limited to, certain statements contained in the information under the caption “THE ASSESSMENT DISTRICT.” 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 ∗ Preliminary, subject to change. 2 4837-9625-9808v5/200690-0001 FORWARD-LOOKING STATEMENTS. 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 along Delmar Drive, Hawthorne Drive, Maravista Court, Palmer Court, Rock Hill Road, and portions of Hilary Drive and Tiburon Boulevard. There are 118 parcels in the Assessment District with unpaid Assessments (defined below) securing the Bonds. The property in the Assessment District is primarily zoned residential, but also includes the Belvedere Tennis Club, the St. Hilary Catholic Church and School and the Community Congregational Church of Tiburon. 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 “1913 Act”) by adoption of Resolution No. 01-2017 on January 4, 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 November 29, 2017 by Resolution No. 35-2017 (the “Engineer’s Report”). On February 7, 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 February 7, 2018 the Town Council adopted its resolution confirming the proposed assessments. The Town Council confirmed a total assessment of $11,846,005.27 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 120 assessed parcels with Assessments totaling $11,846,005.27; however, one such parcel has since been subdivided into two separate parcels, each of which is expected to be developed with a single family home. During the cash prepayment period, four parcels fully prepaid their Assessment. However, following the cash prepayment, one of the property owners who prepaid their Assessment requested, and received, a refund of such prepayment from the Town. In connection with such refund, the Town levied a new Assessment against such parcel in the amount of the original Assessment. Therefore, there are currently 117 assessed parcels with unpaid Assessments. Because the final costs of the Improvements described in the Engineer’s Report are substantially less than originally estimated, subsequent to the issuance of the Bonds, the City expects to set the Assessments lower than those confirmed at the February 7, 2018 public hearing. Therefore, following the issuance of the Bonds, there are expected to be 117 assessed parcels with Assessments totaling $8,911,716. The Bonds will be secured by unpaid Assessments equal to the aggregate principal amount of the Bonds. See “SECURITY FOR THE BONDS” and “THE ASSESSMENT DISTRICT—Allocation of Assessments.” Property Values and Value-to-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 2020-21, was $171,286,016. The ratio of the assessed value of such parcels to the total amount of the unpaid Assessments securing the Bonds is approximately 19.22∗ to 1. ∗ Preliminary, subject to change. 3 4837-9625-9808v5/200690-0001 See “THE ASSESSMENT DISTRICT—Value-to-Lien 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. The Improvements The proceeds of the 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, and the safety and reliability of the utility system. 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 Bonds. The legal proceedings in connection with the issuance and delivery of the 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 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 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 Bonds. The purchase of the Bonds involves risks, and the 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 document is subject to change. 4 4837-9625-9808v5/200690-0001 Brief descriptions of the 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 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 entirety by references to such documents, laws and proceedings, and with respect to the Bonds, by reference to the Bond Indenture. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Bond Indenture. 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 from the Trustee. ESTIMATED SOURCES AND USES OF FUNDS The Trustee will receive the proceeds from the sale of the Bonds upon delivery of the Bonds to the Underwriter. The estimated sources and uses of funds with respect to the Bonds are set forth in the following table: SOURCES: Par Amount of Bonds $ [Plus/Less] [Net] Original Issue Discount Less Underwriter’s Discount Total Sources $ USES: Improvement Fund(1) $ Costs of Issuance Fund(2) Interest Account(3) Reserve Fund(4) Total Uses $ (1) Amounts to be used to finance the construction of the Improvements. (2) Includes costs of issuance, such as Trustee, Bond Counsel and Disclosure Counsel fees and costs, printing costs and other related costs for the issuance of the Bonds, reimbursable expenses of the Town. (3) To fund interest on the Bonds through March 2, 2022. (4) Equals the initial Reserve Requirement for the Bonds. See “SECURITY FOR THE BONDS—Reserve Fund.” THE BONDS General The $8,911,716∗ aggregate principal amount of the Bonds was authorized for issuance by a resolution adopted by the Town Council of the Town on April 21, 2021 and are being issued by the Town pursuant to the Improvement Bond Act of 1915 (the “1915 Act”) and the Bond Indenture. The Bonds will be dated their date of delivery 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, 2021. The Bonds are issued as fully registered bonds, with authorized denominations of $5,000 and any increment of $5,000 in excess thereof, although one Bond may be in another amount. ∗ Preliminary, subject to change. 5 4837-9625-9808v5/200690-0001 Each 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 (defined below) and on or before the immediately succeeding Interest 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 Bond, interest is in default thereon, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment or from the date of original delivery of the Bonds, if no interest has previously been paid or made available for payment on the Outstanding 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 Bonds is payable by the Trustee on each Interest Payment Date, until the principal amount of a 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 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 Bonds in accordance with DTC’s procedures. See APPENDIX E—“BOOK-ENTRY ONLY SYSTEM.” Redemption of Bonds Optional Redemption. The Bonds maturing on and after September 2, 20__, are subject to redemption prior to their stated maturity dates on September 2, 20__, and any Interest Payment Date thereafter, 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 Bonds to be redeemed), together with accrued interest to the date of redemption: Redemption Date Price September 2, 20__ and March 2, 20__ 103% September 2, 20__ and March 2, 20__ 102 September 2, 20__ and March 2, 20__ 101 September 2, 20__ and thereafter 100 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 Bonds, the Bonds shall be called for redemption as provided in Part 11.1 of the 1915 Act. The 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 Bonds to be redeemed), together with accrued interest to the date of redemption: Redemption Date Redemption Prices Interest Payment Dates on or prior to March 2, 20__ 103% September 2, 20__ and March 2, 20__ 102 September 2, 20__ and March 2, 20__ 101 September 2, 2020__ and thereafter 100 Mandatory Sinking Fund Redemption of Bonds. The 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 6 4837-9625-9808v5/200690-0001 equal to the principal amount of 20__ Term Bonds to be redeemed, together with accrued interest to the date of redemption, without premium, as follows: 20__ Term Bonds Redemption Date (September 2) Redemption Amount In the event of a partial redemption of less than all of the 20__ Term Bonds other than from 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. The 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 with accrued interest to the date of redemption, without premium, as follows: 20__ Term Bonds Redemption Date (September 2) Redemption Amount In the event of a partial redemption of less than all of the 20__ Term Bonds other than from 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 Bonds, moneys deposited in the Redemption Fund for the redemption of the Bonds may be used to purchase Outstanding Bonds. Purchases of Outstanding Bonds may be made by the Town prior to the selection of 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 Bonds upon redemption, plus accrued interest, and any accrued interest payable upon the purchase of Bonds may be paid from 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 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 Bonds. 7 4837-9625-9808v5/200690-0001 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 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 Bonds selected for redemption at their addresses appearing on the Bond Register. The actual receipt by the Owner of any Bond of notice of such redemption shall not be a condition precedent thereto, and failure to receive such notice shall not affect the validity of the proceedings for the redemption of such 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 Bonds selected for redemption, except that where all the Bonds subject to redemption, or all the 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 Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the Bonds are to be surrendered for redemption; and (e) in the case of Bonds to be redeemed only in part, state the portion of such 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 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 the 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 of such Bonds shall not occur and such 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 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 or 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 Bonds will be redeemed in whole or in part, as applicable, from refunding bond proceeds. See “—Redemption of Bonds—Optional Redemption” above. 8 4837-9625-9808v5/200690-0001 Annual Debt Service Table 1 below sets forth the semiannual debt service on the 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). TABLE 1 TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) LIMITED OBLIGATION IMPROVEMENT BONDS 2021 SERIES A Semiannual Debt Service Payment Date Principal Interest Total Source: Underwriter. 9 4837-9625-9808v5/200690-0001 SECURITY FOR THE BONDS Limited Obligation The obligation of the Town relating to the Bonds is not a general obligation of the Town, but is a limited obligation, payable solely from the Assessments and from the funds pledged therefor 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. Assessment Liens and Installments 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 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. THE BONDS ARE NOT SECURED BY THE GENERAL TAXING POWER OF THE TOWN, THE COUNTY OF MARIN 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 failure 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. 10 4837-9625-9808v5/200690-0001 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 BONDS— Redemption of Bonds—Mandatory Redemption from Assessment Prepayments.” 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 ITS SOLE OPTION AND IN ITS SOLE DISCRETION, ELECT TO 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 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 part, 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 payable 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 shall determine the amount remaining in the Reserve Fund, 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 11 4837-9625-9808v5/200690-0001 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. 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 June 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 from 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 County’s Teeter Plan and funds from 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. 12 4837-9625-9808v5/200690-0001 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 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 minimum 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 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 Town 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 must 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 13 4837-9625-9808v5/200690-0001 thereon. If the Town Council determines that in its judgment there will ultimately be 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 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 first 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 county 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. 14 4837-9625-9808v5/200690-0001 To implement a Teeter Plan, the board of supervisors of the county generally must elect to do so by July 15 of the fiscal year in which it is to apply. The Board of Supervisors has adopted the Teeter Plan and has 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 primarily zoned residential, but also includes the Belvedere Tennis Club, the St. Hilary Catholic Church and School and the Community Congregational Church of Tiburon. The remaining parcels with unpaid Assessments consist of 111 single family homes and two parcels which are each expected to be developed with a single family home. Originally, there were 120 assessed parcels with Assessments totaling $11,846,005.27; however, one such parcel has since been subdivided into two separate parcels, each of which contains a single family home. During the cash prepayment period, four parcels fully prepaid their Assessment. However, following the cash prepayment, one of the property owners who prepaid their Assessment requested, and received, a refund of such prepayment from the Town. In connection with such refund, the Town levied a new Assessment against such parcel in the amount of the original Assessment. Therefore, there are currently 117 assessed parcels with unpaid Assessments. Because the final costs of the Improvements described in the Engineer’s Report are substantially less than originally estimated, subsequent to the issuance of the Bonds, the City expects to set the Assessments lower than those confirmed at the February 7, 2018 public hearing. Therefore, following the issuance of the Bonds, there are expected to be 117 assessed parcels with Assessments totaling $8,911,716 The Bonds will be secured by unpaid Assessments equal to the aggregate principal amount of the Bonds. The first Assessment Installments are expected to be levied in fiscal year 2021-22. The Assessment 15 4837-9625-9808v5/200690-0001 District is located in the Town along Delmar Drive, Hawthorne Drive, Maravista Court, Palmer Court, Rock Hill Road, and portions of Hilary Drive and Tiburon Boulevard. The aggregate assessed value of parcels in the Assessment District with unpaid Assessments was $171,286,016 for fiscal year 2020-21. Description of Improvements The Assessment District was formed to provide financing to underground power, telephone and cable facilities along Delmar Drive, Hawthorne Drive, Maravista Court, Palmer Court, Rock Hill Road, and portions of Hilary Drive and Tiburon Boulevard within the Town. 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, incidental expenses and financing costs is estimated to be $9,091,084 based on the construction bid received by the Town. See “ESTIMATED SOURCES AND USES OF FUNDS” and Table 2 below. Any surplus monies on deposit in the Improvement Fund may be used to redeem Bonds. See “THE BONDS—Redemption of Bonds.” The design of the Improvements is complete. On January 15, 2021, the Town received bids to complete the construction of the Improvements. The low bid was submitted by Ranger Pipeline and the Town Council has awarded the construction contract to the low bidder on March 31, 2021. 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 Bonds and the prepaid Assessments. 16 4837-9625-9808v5/200690-0001 TABLE 2* TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) ESTIMATE OF COSTS AND EXPENSES CONSTRUCTION COSTS Joint Trench Construction $ 4,394,842 20% Construction Contingency 878,968 Subtotal Joint Trench Construction $ 5,273,810 UTILITY COST PG&E $ 1,260,474 AT&T 116,559 Comcast 138,185 Subtotal Utility Cost $ 1,515,218 ENVIRONMENTAL MITIGATION $ 188,950 Total Construction Cost $ 6,977,978 LESS CITY CONTRIBUTIONS Contribution for General Benefit $ (19,672) Additional Contribution (387,131) Total Contributions $ (406,803) INCIDENTAL EXPENSES Easement Acquisition Costs $ 275,000 Design and Assessment Engineering 615,000 Construction Management 563,958 Inspection, Administration and Legal 110,000 Total Incidental Expenses $ 1,563,958 FINANCING COSTS Costs of Issuance $ 260,500 Reserve Fund 486,756 Capitalized Interest 208,695 Total Financing Costs $ 955,951 TOTAL COSTS $ 9,091,984 * Preliminary, subject to change. Source: Town. 17 4837-9625-9808v5/200690-0001 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 February 7, 2018 the Town Council conducted a duly noticed public hearing regarding the formation of the Assessment District. As of the close of the public hearing, there was no majority protest, with the owners of 54 of the 120 assessed parcels, representing 52.8% of the Assessments for the ballots tabulated at the public hearing, 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 Director of Administrative Services 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 3114 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 3115 of the Streets and Highways Code. Allocation of Assessments The Assessment District was formed under the authority of the 1913 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 1913 Act nor 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 Improvements 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. Assessments originally confirmed ranged from a high of $312,510.59 for one parcel to a low of $17,740.73 depending on the special benefit each property will receive from the Improvements as set forth in the Engineer’s Report and confirmed by the Town Council. See APPENDIX B—“ENGINEER’S REPORT” for a description of the method of apportionment of the Assessments. 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 1 of each year. Costs of administering the Assessment District will first be paid in fiscal year 2021-22. 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 $171,286,016 for fiscal year 2020-21. Based on fiscal year 2020-21 assessed values and the amount of unpaid Assessments securing the Bonds, the 118 parcels within the Assessment District with unpaid 18 4837-9625-9808v5/200690-0001 Assessments have an aggregated assessed value-to-assessment lien ratio of 19.22∗ to 1. Including the estimated overlapping tax and assessment debt on the parcels with unpaid Assessments, the aggregated assessed value-to-lien ratio is 15.03* to 1. Table 3 below lists each of the parcels with unpaid Assessments within the Assessment District and calculates the estimated value-to-assessment lien and the estimated overall value-to-lien including overlapping tax and assessment debt. Each of the 118 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 2.69% 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. ∗ Preliminary, subject to change. 19 4837-9625-9808v5/200690-0001 TABLE 3∗ TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) INDIVIDUAL PARCEL VALUE-TO-LIEN ANALYSIS(1) Assessment No.(2) Assessor’s Parcel No. Property Address Improved Value Land Value Total Assessed Value Assessment Lien Amount Percent of Lien Value-to-Assessment Lien Ratio(3) Total Overlapping Tax and Assessment Debt Value-to-Debt Ratio(4) 1 055-222-06 700 HAWTHORNE DR $ 332,796 $ 631,658 $ 964,454 $ 79,873 0.90% 12.07:1 $ 102,141 9.44:1 2 055-222-05 710 HAWTHORNE DR 509,804 511,239 1,021,043 79,873 0.90 12.78:1 102,141 10.00:1 3 055-222-04 730 HAWTHORNE DR 362,544 253,796 616,340 67,788 0.76 9.09:1 86,686 7.11:1 4 055-222-03 741 TIBURON BLVD 1,217,268 1,508,580 2,725,848 14,581 0.16 186.94:1 18,646 146.19:1 5 055-222-07 757 HAWTHORNE DR 1,282,036 1,757,145 3,039,181 67,788 0.76 44.83:1 86,686 35.06:1 6 055-222-08 735 HAWTHORNE DR 622,029 1,632,973 2,255,002 79,873 0.90 28.23:1 102,141 22.08:1 7 055-222-09 725 HAWTHORNE DR 72,846 48,182 121,028 104,043 1.17 1.16:1 133,050 0.91:1 8 055-222-10 711 HAWTHORNE DR 999,600 1,326,000 2,325,600 104,043 1.17 22.35:1 133,050 17.48:1 9 055-222-11 705 HAWTHORNE DR 314,985 428,459 743,444 79,873 0.90 9.31:1 102,141 7.28:1 10 055-222-12 700 HILARY DR 305,072 442,420 747,492 79,873 0.90 9.36:1 102,141 7.32:1 11 055-222-13 710 HILARY DR 77,326 48,182 125,508 55,702 0.63 2.25:1 71,232 1.76:1 12 055-222-14 720 HILARY DR 294,541 196,360 490,901 55,702 0.63 8.81:1 71,232 6.89:1 13 055-222-15 730 HILARY DR 1,273,440 1,568,453 2,841,893 55,702 0.63 51.02:1 71,232 39.90:1 14 055-222-18 740 HILARY DR 400,000 900,000 1,300,000 55,702 0.63 23.34:1 71,232 18.25:1 15 055-222-19 750 HILARY DR 327,313 1,137,500 1,464,813 55,702 0.63 26.30:1 71,232 20.56:1 16 055-253-22 761 HILARY DR 580,163 313,847 894,010 25,010 0.28 35.75:1 31,983 27.95:1 17 055-253-21 761 HILARY DR 666,352 125,539 791,891 14,490 0.16 54.65:1 18,529 42.74:1 18 055-221-01 745 HILARY DR 687,928 1,201,662 1,889,590 79,873 0.90 23.66:1 102,141 18.50:1 19 055-221-02 735 HILARY DR 247,869 388,510 636,379 79,873 0.90 7.97:1 102,141 6.23:1 20 055-221-03 725 HILARY DR 546,518 1,167,320 1,713,838 79,873 0.90 21.46:1 102,141 16.78:1 21 055-221-04 715 HILARY DR 72,846 48,182 121,028 79,873 0.90 1.52:1 102,141 1.18:1 22 055-221-05 705 HILARY DR 128,506 48,198 176,704 79,873 0.90 2.21:1 102,141 1.73:1 23 039-151-63 761 HILARY DR 7,009,530 1,303,417 8,312,947 13,615 0.15 610.58:1 17,411 477.46:1 24A 039-151-65 0 1,727,542 1,727,542 56,641 0.64 30.50:1 72,432 23.85:1 24B 039-151-66 0 1,303,233 1,303,233 56,641 0.64 23.01:1 72,432 17.99:1 25 039-151-62 146 ROCK HILL RD 1,292,395 1,619,342 2,911,737 67,788 0.76 42.95:1 86,686 33.59:1 26 039-151-37 148 ROCK HILL RD 235,948 58,274 294,222 79,873 0.90 3.68:1 102,141 2.88:1 27 039-151-54 150 ROCK HILL RD 1,155,875 3,076,976 4,232,851 64,353 0.72 65.78:1 82,295 51.44:1 28 039-151-24 154 ROCK HILL RD 1,252,565 413,351 1,665,916 104,043 1.17 16.01:1 133,050 12.52:1 29 039-151-23 160 ROCK HILL RD 575,981 728,379 1,304,360 104,043 1.17 12.54:1 133,050 9.80:1 30 039-151-22 166 ROCK HILL RD 1,405,716 1,837,485 3,243,201 79,873 0.90 40.60:1 102,141 31.75:1 31 039-151-21 168 ROCK HILL RD 757,155 1,769,261 2,526,416 104,043 1.17 24.28:1 133,050 18.99:1 32 039-111-22 170 ROCK HILL RD 919,153 513,749 1,432,902 104,043 1.17 13.77:1 133,050 10.77:1 33 039-111-21 145 ROCK HILL RD 631,568 267,529 899,097 16,447 0.18 54.67:1 21,033 42.75:1 34 039-152-04 159 ROCK HILL RD 1,632,000 2,397,000 4,029,000 55,702 0.63 72.33:1 71,232 56.56:1 35 039-152-03 155 ROCK HILL RD 2,040,000 3,044,700 5,084,700 55,702 0.63 91.28:1 71,232 71.38:1 36 039-152-02 115 ROCK HILL RD 329,573 78,224 407,797 67,788 0.76 6.02:1 86,686 4.70:1 37 039-152-01 105 ROCK HILL RD 1,303,001 1,883,904 3,186,905 67,788 0.76 47.01:1 86,686 36.76:1 ∗ Preliminary, subject to change. 20 4837-9625-9808v5/200690-0001 Assessment No.(2) Assessor’s Parcel No. Property Address Improved Value Land Value Total Assessed Value Assessment Lien Amount Percent of Lien Value-to-Assessment Lien Ratio(3) Total Overlapping Tax and Assessment Debt Value-to-Debt Ratio(4) 38 055-211-32 50 DELMAR DR 1,124,248 418,260 1,542,508 67,788 0.76 22.76:1 86,686 17.79:1 39 055-211-31 40 DELMAR DR 3,291,064 1,101,144 4,392,208 67,788 0.76 64.79:1 86,686 50.67:1 40 055-211-17 30 DELMAR DR 1,379,301 1,688,940 3,068,241 79,873 0.90 38.41:1 102,141 30.04:1 41 055-211-16 20 DELMAR DR 466,191 524,412 990,603 79,873 0.90 12.40:1 102,141 9.70:1 42 055-211-15 93 ROCK HILL RD 439,055 733,284 1,172,339 104,043 1.17 11.27:1 133,050 8.81:1 43 055-211-02 699 HILARY DR 562,900 1,140,940 1,703,840 104,043 1.17 16.38:1 133,050 12.81:1 44 055-211-03 697 HILARY DR 833,042 1,273,440 2,106,482 104,043 1.17 20.25:1 133,050 15.83:1 45 055-211-04 695 HILARY DR 245,797 103,564 349,361 104,043 1.17 3.36:1 133,050 2.63:1 46 055-211-05 693 HILARY DR 293,997 1,224,990 1,518,987 104,043 1.17 14.60:1 133,050 11.42:1 47 055-211-06 691 HILARY DR 340,602 844,470 1,185,072 79,873 0.90 14.84:1 102,141 11.60:1 48 055-211-07 689 HILARY DR 964,323 1,177,440 2,141,763 79,873 0.90 26.81:1 102,141 20.97:1 49 055-211-08 687 HILARY DR 477,540 1,358,336 1,835,876 79,873 0.90 22.99:1 102,141 17.97:1 50 055-183-28 685 HILARY DR 366,802 330,242 697,044 79,873 0.90 8.73:1 102,141 6.82:1 51A 055-183-27 683 HILARY DR 324,436 1,390,441 1,714,877 79,873 0.90 21.47:1 102,141 16.79:1 52 055-183-26 681 HILARY DR 724,200 969,000 1,693,200 79,873 0.90 21.20:1 102,141 16.58:1 53 055-183-25 4 MARAVISTA CT 174,085 767,156 941,241 67,788 0.76 13.89:1 86,686 10.86:1 54 055-183-24 12 MARAVISTA CT 613,116 778,381 1,391,497 55,702 0.63 24.98:1 71,232 19.53:1 56 055-183-29 20 MARAVISTA CT 298,875 739,792 1,038,667 67,788 0.76 15.32:1 86,686 11.98:1 57 055-183-21 24 MARAVISTA CT 117,635 63,332 180,967 67,788 0.76 2.67:1 86,686 2.09:1 58 055-183-20 27 MARAVISTA CT 1,402,500 1,938,000 3,340,500 67,788 0.76 49.28:1 86,686 38.54:1 59 055-183-19 25 MARAVISTA CT 301,884 935,878 1,237,762 79,873 0.90 15.50:1 102,141 12.12:1 60 055-183-18 21 MARAVISTA CT 144,755 89,311 234,066 79,873 0.90 2.93:1 102,141 2.29:1 61 055-183-17 17 MARAVISTA CT 117,091 88,875 205,966 79,873 0.90 2.58:1 102,141 2.02:1 62 055-183-16 13 MARAVISTA CT 238,925 284,073 522,998 79,873 0.90 6.55:1 102,141 5.12:1 63 055-183-15 9 MARAVISTA CT 283,217 396,646 679,863 67,788 0.76 10.03:1 86,686 7.84:1 64 055-183-14 5 MARAVISTA CT 503,405 717,802 1,221,207 67,788 0.76 18.02:1 86,686 14.09:1 65 055-183-13 1 MARAVISTA CT 570,139 988,380 1,558,519 79,873 0.90 19.51:1 102,141 15.26:1 66 055-182-11 678 HILARY DR 743,077 1,150,124 1,893,201 79,873 0.90 23.70:1 102,141 18.54:1 67 055-182-12 680 HILARY DR 162,048 48,198 210,246 79,873 0.90 2.63:1 102,141 2.06:1 68 055-182-13 682 HILARY DR 333,179 483,761 816,940 79,873 0.90 10.23:1 102,141 8.00:1 69 055-182-14 684 HILARY DR 338,877 503,682 842,559 79,873 0.90 10.55:1 102,141 8.25:1 70 055-182-15 686 HILARY DR 543,342 1,003,204 1,546,546 79,873 0.90 19.36:1 102,141 15.14:1 71 055-182-16 688 HILARY DR 583,660 1,008,140 1,591,800 79,873 0.90 19.93:1 102,141 15.58:1 72 055-212-01 690 HILARY DR 969,000 1,453,500 2,422,500 79,873 0.90 30.33:1 102,141 23.72:1 73 055-212-02 692 HILARY DR 72,846 48,182 121,028 79,873 0.90 1.52:1 102,141 1.18:1 74 055-212-03 694 HILARY DR 529,679 1,098,920 1,628,599 79,873 0.90 20.39:1 102,141 15.94:1 75 055-212-04 696 HILARY DR 599,578 1,273,440 1,873,018 79,873 0.90 23.45:1 102,141 18.34:1 76 055-212-05 3 ROCK HILL DR 240,198 1,140,940 1,381,138 79,873 0.90 17.29:1 102,141 13.52:1 77 055-212-06 699 HAWTHORNE DR 44,821 48,182 93,003 79,873 0.90 1.16:1 102,141 0.91:1 78 055-212-07 697 HAWTHORNE DR 253,651 189,439 443,090 79,873 0.90 5.55:1 102,141 4.34:1 79 055-212-08 695 HAWTHORNE DR 562,349 728,326 1,290,675 79,873 0.90 16.16:1 102,141 12.64:1 80 055-212-09 693 HAWTHORNE DR 990,178 855,674 1,845,852 79,873 0.90 23.11:1 102,141 18.07:1 81 055-212-10 691 HAWTHORNE DR 87,524 48,758 136,282 79,873 0.90 1.71:1 102,141 1.33:1 82 055-191-01 689 HAWTHORNE DR 629,464 647,610 1,277,074 104,043 1.17 12.27:1 133,050 9.60:1 83 055-191-02 687 HAWTHORNE DR 1,045,932 1,311,954 2,357,886 104,043 1.17 22.66:1 133,050 17.72:1 84 055-191-03 685 HAWTHORNE DR 757,694 1,731,872 2,489,566 104,043 1.17 23.93:1 133,050 18.71:1 85 055-191-04 683 HAWTHORNE DR 142,107 78,161 220,268 79,873 0.90 2.76:1 102,141 2.16:1 21 4837-9625-9808v5/200690-0001 Assessment No.(2) Assessor’s Parcel No. Property Address Improved Value Land Value Total Assessed Value Assessment Lien Amount Percent of Lien Value-to-Assessment Lien Ratio(3) Total Overlapping Tax and Assessment Debt Value-to-Debt Ratio(4) 86 055-191-05 681 HAWTHORNE DR 1,581,000 1,365,083 2,946,083 79,873 0.90 36.88:1 102,141 28.84:1 87 055-191-06 679 HAWTHORNE DR 94,987 47,062 142,049 79,873 0.90 1.78:1 102,141 1.39:1 88 055-191-07 677 HAWTHORNE DR 568,281 773,400 1,341,681 79,873 0.90 16.80:1 102,141 13.14:1 89 055-191-08 675 HAWTHORNE DR 941,952 1,530,672 2,472,624 104,043 1.17 23.77:1 133,050 18.58:1 90 055-191-09 673 HAWTHORNE DR 953,440 653,469 1,606,909 104,043 1.17 15.44:1 133,050 12.08:1 91 055-191-10 671 HAWTHORNE DR 150,584 443,828 594,412 79,873 0.90 7.44:1 102,141 5.82:1 92 055-191-11 669 HAWTHORNE DR 1,462,217 1,589,544 3,051,761 104,043 1.17 29.33:1 133,050 22.94:1 93 055-191-24 668 HAWTHORNE DR 755,560 1,093,991 1,849,551 79,873 0.90 23.16:1 102,141 18.11:1 94 055-191-13 670 HAWTHORNE DR 90,781 47,062 137,843 79,873 0.90 1.73:1 102,141 1.35:1 95 055-191-14 672 HAWTHORNE DR 542,934 1,125,595 1,668,529 79,873 0.90 20.89:1 102,141 16.34:1 96 055-191-15 674 HAWTHORNE DR 98,406 47,077 145,483 79,873 0.90 1.82:1 102,141 1.42:1 97 055-191-16 676 HAWTHORNE DR 113,695 47,077 160,772 67,788 0.76 2.37:1 86,686 1.85:1 98 055-191-17 678 HAWTHORNE DR 301,796 93,196 394,992 67,788 0.76 5.83:1 86,686 4.56:1 99 055-191-18 680 HAWTHORNE DR 243,066 586,066 829,132 79,873 0.90 10.38:1 102,141 8.12:1 100 055-191-19 682 HAWTHORNE DR 508,877 955,080 1,463,957 79,873 0.90 18.33:1 102,141 14.33:1 101 055-191-20 684 HAWTHORNE DR 240,500 799,500 1,040,000 79,873 0.90 13.02:1 102,141 10.18:1 102 055-191-21 686 HAWTHORNE DR 140,109 44,812 184,921 79,873 0.90 2.32:1 102,141 1.81:1 103 055-191-22 688 HAWTHORNE DR 377,774 1,050,866 1,428,640 79,873 0.90 17.89:1 102,141 13.99:1 104 055-191-23 690 HAWTHORNE DR 71,973 44,826 116,799 79,873 0.90 1.46:1 102,141 1.14:1 105 055-213-01 692 HAWTHORNE DR 234,419 668,491 902,910 79,873 0.90 11.30:1 102,141 8.84:1 106 055-213-02 694 HAWTHORNE DR 395,083 974,178 1,369,261 79,873 0.90 17.14:1 102,141 13.41:1 107 055-213-03 696 HAWTHORNE DR 610,898 955,080 1,565,978 79,873 0.90 19.61:1 102,141 15.33:1 108 055-213-04 698 HAWTHORNE DR 395,016 886,018 1,281,034 79,873 0.90 16.04:1 102,141 12.54:1 109 055-201-36 700 TIBURON BLVD 1,930,308 212,212 2,142,520 239,833 2.69 8.93:1 306,697 6.99:1 110 055-201-14 8 PALMER CT 574,189 35,868 610,057 39,936 0.45 15.28:1 51,070 11.95:1 111 055-201-35 4 PALMER CT 93,082 75,070 168,152 67,788 0.76 2.48:1 86,686 1.94:1 112 055-201-34 2 PALMER CT 553,196 878,572 1,431,768 43,793 0.49 32.69:1 56,002 25.57:1 113 055-201-09 9 PALMER CT 833,541 987,706 1,821,247 39,936 0.45 45.60:1 51,070 35.66:1 114 055-201-33 7 PALMER CT 297,375 49,866 347,241 39,936 0.45 8.69:1 51,070 6.80:1 115A 055-201-31 5 PALMER CT 745,275 343,156 1,088,431 39,936 0.45 27.25:1 51,070 21.31:1 117A 055-201-02 10 SOMMERS CT 60,515 57,154 117,669 27,851 0.31 4.22:1 35,616 3.30:1 119 055-171-11 654 TIBURON BLVD 238,470 48,758 287,228 55,702 0.63 5.16:1 71,232 4.03:1 120 055-171-13 650 TIBURON BLVD 2,252,786 1,607,858 3,860,644 31,707 0.36 121.76:1 40,547 95.21:1 Totals 118 Parcels $ 76,542,656 $ 94,743,360 $ 171,286,016 $ 8,911,716 100.00% 19.22:1 $ 11,396,271 15.03:1 (1) Valuation data is based on Marin County Assessor’s records and may not be a reflection of actual market value. Totals may not foot due to rounding. (2) Assessment Numbers 55A, 116 and 118 are not included as they were paid during the initial cash collection period and the assessment lien has been discharged. (3) Represents “Total Assessed Value” divided by “Total Assessment Lien” (4) Represents “Total Assessed Value” divided by “Total Overlapping Tax and Assessment Debt”. Source: Marin County Assessor’s Office as compiled by Harris & Associates. 22 4837-9625-9808v5/200690-0001 Historical Assessed Values Table 4 below summarizes the assessed values for parcels with unpaid Assessments within the Assessment District for the current and four prior fiscal years. TABLE 4 TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) HISTORIC ASSESSED VALUE(1) Fiscal Year Aggregate Assessed Value Increase/(Decrease) in Property Assessed Value 2016-17 $134,089,204 N/A 2017-18 144,206,828 7.5% 2018-19 154,987,095 7.5 2019-20 164,630,081 6.2 2020-21 171,286,016 4.0 (1) Assessment Numbers 55A, 116 and 118 are not included as they were paid during the initial cash collection period and the assessment lien has been discharged. 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 May 1, 2021. The Debt Report includes information for all parcels within the Assessment District, including the three parcels which have prepaid their Assessment in full. Neither the Town nor the Underwriter has independently verified the information in the Debt Report and neither guarantees its completeness or accuracy. 23 4837-9625-9808v5/200690-0001 TABLE 5 TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-1 (HAWTHORNE UNDERGROUNDING DISTRICT) DIRECT AND OVERLAPPING TAX AND ASSESSMENT INDEBTEDNESS (AS OF MAY 1, 2021) 2020-21 Local Secured Assessed Valuation: $171,286,016 (Land and Improvements) DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 5/1/21 Marin Community College District 0.187% $ 894,008 Tamalpais Union High School District 0.313 291,531 Reed Union School District 1.611 339,583 Marin Healthcare District 0.224 818,580 Belvedere-Tiburon Library Community Facilities District No. 95-1 2.653 15,519 Marin Emergency Radio Authority Parcel Tax Revenue Bonds 0.100 29,670 Marin County Open Space Community Facilities District Nos. 1993-1 and 1997-1 3.571 95,664 City of Tiburon Assessment District No. 2017-1 Hawthorne Undergrounding 100. 8,911,716(1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $11,396,271 OVERLAPPING GENERAL FUND DEBT: Marin County General Fund Obligations 0.187% $148,561 Marin County Pension Obligation Bonds 0.187 131,516 Marin Community College District General Fund Obligations 0.187 24,213 Town of Tiburon General Fund Obligations 2.640 996 Tiburon Fire Protection District General Fund Obligations 2.860 636 Richardson Bay Sanitary Pension Fund Obligations 3.285 75,958 TOTAL OVERLAPPING GENERAL FUND DEBT $381,880 COMBINED TOTAL DEBT $11,778,151(2) Ratios to 2020-21 Assessed Valuation: Direct Debt ($8,911,716) 5.20% Total Direct and Overlapping Tax and Assessment Debt 6.65% Combined Total Debt 6.88% (1) Assessment amount. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations. Source: California Municipal Statistics, Inc. 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. 24 4837-9625-9808v5/200690-0001 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 which have been subject to foreclosure proceedings for amounts sufficient to cover the delinquent Assessment Installments for such parcels may result in the inability of the Town to make full or punctual payments of debt service on all Bonds, and Owners of the 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, wildfires 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 funds 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 taxing 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, charge, lien or encumbrance upon any of the Town’s property or upon any of the Town’s 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 during 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 long as there are available funds in the Redemption Fund, in the order of priority and as required by the Bond Indenture. If it appears to the Treasurer that there is a danger of an ultimate loss 25 4837-9625-9808v5/200690-0001 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 take proper action to equitably protect all Bondowners. See “SECURITY FOR THE BONDS—Delinquency Resulting in Ultimate or Temporary Loss on Bonds” and 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 time. Such prepayments could also be made from 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 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 Bonds. The resulting extraordinary redemption of Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such 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 amount 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 from 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 from the Reserve Fund. 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. 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 guarantee 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. 26 4837-9625-9808v5/200690-0001 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 Bonds. If a property owner is delinquent in the payment of Assessment Installments, the Assessment District’s only remedy 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 generally 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. 27 4837-9625-9808v5/200690-0001 The various legal opinions to be delivered concurrently with the delivery of the 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. 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 mortgage 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 payment 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, fines 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 amount 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 F.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 (including a mortgage interest) in any of the parcels with unpaid Assessments 28 4837-9625-9808v5/200690-0001 within the Assessment District, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the Bonds are outstanding. The Town’s remedies may also be limited in the case of delinquent Assessment Installments with respect to parcels in which other federal agencies (such as the Internal Revenue Service and the Drug Enforcement Administration) have or obtain an interest. 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 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 remedies or the limitation of remedies may entail risks of delay, limitation or modification of the rights of the owners of the 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 fault rupture zone. The District is located approximately 9 miles from the San Andreas and Hayward Faults, which are active faults with the potential to cause significant damage. 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 regard to a hazardous substance. In general, the owners and operators of a parcel may be required by law to remedy conditions relating to releases or threatened releases of hazardous substances. The federal 29 4837-9625-9808v5/200690-0001 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 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 Bonds or, if a secondary market exists, that such 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 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 Overlapping Liens and Debt 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 any such initiative might place limitations on the ability of the State, the County or local districts to increase revenues or to increase appropriations. 30 4837-9625-9808v5/200690-0001 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 general election. The Initiative added Article XIIIC (“Article XIIIC”) and Article XIIID (“Article XIIID”) to the California Constitution. According to the “Title and Summary” of the Initiative prepared by the California Attorney General, the 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 1913 Act (including, if applicable, any increase in such assessment or any supplemental assessment under the 1913 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 1913 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 1913 Act. In the case of the unpaid Assessments which are pledged as security for payment of the Bonds, the 1915 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 2021-22, 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. Cyber Security The Town, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. The Town is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the efforts of the Town to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the Town, or the administration of the Bonds. The Town is also reliant on other entities and service providers in connection with the administration of the Bonds, including without limitation the County tax collector for the levy and collection of Assessments and the Trustee. No assurance can be given that the Town and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners. Potential Early Redemption of Bonds from Prepayments of Reassessments Property owners within the District are permitted to prepay their Assessments at any time. Such payments will result in a mandatory redemption of Bonds from a prepayment of Assessments on the Interest Payment Date for which timely notice may be given under the Indenture following the receipt of such prepayment of Assessments. The resulting mandatory redemption of Bonds purchased at a price greater than par could reduce the otherwise expected yield on such Bonds. See “THE BONDS — Redemption of Bonds — Mandatory Redemption From Assessment Prepayments.” 31 4837-9625-9808v5/200690-0001 COVID-19 (Coronavirus) Pandemic The spread of the novel strain of coronavirus called COVID-19 is having significant negative impacts throughout the world, including in the State and County. The World Health Organization declared the COVID-19 outbreak to be a pandemic, and states of emergency have been declared by the County, State and the United States. The purpose behind these declarations were to coordinate and formalize emergency actions across federal, state and local governmental agencies, and to proactively prepare for a wider spread of the virus. There have been confirmed cases of COVID-19 in the County and related deaths. Health officials are expecting the number of confirmed cases and deaths to continue to grow. The outbreak is expected to have continued negative effects on the local, State and national economies until a vaccine is made widely available to the general public. On May 6, 2020, Governor Newsom issued Executive Order N-61-20 (the “Executive Order”), waiving penalties and interest on taxes on property on the secured or unsecured roll through May 6, 2021 under certain conditions, including: (i) the property is a residential property occupied by the taxpayer or the property is used for a small business, (ii) the taxes owed were not delinquent as of March 4, 2020, (iii) the taxpayer files for relief in a form prescribed by the applicable county tax collector, and (iv) the taxpayer demonstrates economic hardship to the satisfaction of the county tax collector. The Executive Order may have an effect on the collection of the Assessments. The COVID-19 outbreak is ongoing, and the ultimate duration and severity of the outbreak and actions that may be taken by governmental authorities to contain the outbreak or to treat its impact are uncertain. The ultimate adverse impact of COVID-19 on the Town and the real estate market in general is currently unknown, however such impacts could be material and adverse if the pandemic has a lasting impact the economy. CONCLUDING INFORMATION Continuing Disclosure The Town will execute a Continuing Disclosure Agreement (the “Disclosure Agreement”) in connection with the delivery of the Bonds for the benefit of the Underwriter, owners and beneficial owners of the 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 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 Bonds have not been assigned a credit rating and have no credit enhancement. [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.] 32 4837-9625-9808v5/200690-0001 Legal Opinion Certain proceedings in connection with the issuance of the 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 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 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 Bonds is exempt from State of California personal income tax. The difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of the same maturity is to be sold to the public) and the stated redemption price at maturity with respect to such 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 will increase the Bond Owner’s basis in the Bond. In the opinion of Bond Counsel, the amount of original issue discount that accrues to the owner of a 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 minimum 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 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 Bonds to assure that interest (and original issue discount) on the 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 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the 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 Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Bond premium, which must be amortized under Section 171 of the Code; such amortizable Bond premium reduces the Bond Owner’s basis in the applicable 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 Bond premium may result in a Bond Owner realizing a taxable gain when a Bond is sold by the Owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to the Owner. Purchasers of the Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable Bond premium. 33 4837-9625-9808v5/200690-0001 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 Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the 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 Bonds to the extent that it adversely affects the exclusion from gross income of interest (and original issue discount) on the Bonds or their market value. SUBSEQUENT TO THE ISSUANCE OF THE 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 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 BONDS. THESE CHANGES COULD ADVERSELY AFFECT THE MARKET VALUE OR LIQUIDITY OF THE BONDS. NO ASSURANCE CAN BE GIVEN THAT SUBSEQUENT TO THE ISSUANCE OF THE 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 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 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 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 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 Bonds for federal income tax purposes with respect to any 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 Bonds is excluded from gross income for federal income tax purposes provided that the Town continues to comply with certain requirements of the Code, the ownership of the Bonds and the accrual or receipt of interest (and original issue discount) with respect to the 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 Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax consequences relating to the Bonds. Should interest on the Bonds (including any original issue discount) become includable in gross income for federal income tax purposes, the Bonds are not subject to early redemption 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. 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 Bonds or in any way contesting or affecting the validity of the Bonds or the Assessments or any proceedings of the Town taken with respect to the execution or delivery of the Bonds or the levy of the Assessments. 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 Bonds. 34 4837-9625-9808v5/200690-0001 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 Bonds. From time to time, Bond Counsel represents the Underwriter on matters unrelated to the 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 Bonds. Underwriting The Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated (the “Underwriter”). The Underwriter has agreed to purchase the Bonds at a price of $________ ($________ principal amount, [plus/less] [net] original issue discount in the amount of $________ and less an Underwriter’s discount of $________). The Bond Purchase Agreement relating to the Bonds provides that the Underwriter will purchase all of the 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 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 from, 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 Bonds by the Town. 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 Bonds. The execution and delivery of this Official Statement have been authorized by the Town. TOWN OF TIBURON By: Town Manager A-1 4837-9625-9808v5/200690-0001 APPENDIX A ASSESSMENT DIAGRAM B-1 4837-9625-9808v5/200690-0001 APPENDIX B ENGINEER’S REPORT C-1 4837-9625-9808v5/200690-0001 APPENDIX C SUMMARY OF THE BOND INDENTURE D-1 4837-9625-9808v5/200690-0001 APPENDIX D OPINION OF BOND COUNSEL Upon issuance of the Bonds, Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel, proposes to render its final approving opinion in substantially the following form: _________, 2021 Town Council Town of Tiburon Tiburon, California Re: $________ Town of Tiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District) Limited Obligation Improvement Bonds, 2021 Series A 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. 2017-1 (Hawthorne Undergrounding District) Limited Obligation Improvement Bonds, 2021 Series A” (the “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 the Streets and Highways Code (the “1915 Act”). The Bonds are issued for the purpose of providing the means for paying for the work and improvements described in the Town’s Resolution No. 01-2017 and are issued pursuant to a resolution adopted by the Town on April 21, 2021 (the “Resolution of Issuance”) and a Bond Indenture dated as of May 1, 2021, (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 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 Bonds and others. We have not undertaken to verify through independent investigation the accuracy of the representations and certifications relied upon by us. The Bonds are dated their date of delivery and mature on the dates and in the amounts set forth in the Bond Indenture. The Bonds bear interest payable semiannually on each March 2 and September 2, commencing on September 2, 2021, at the rates per annum set forth in the Bond Indenture. 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: 1. The Bond Indenture has been duly authorized, executed and delivered by the Town 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 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 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 for which the Town, the State of California or any political subdivision thereof has levied or pledged any form of taxation. D-2 4837-9625-9808v5/200690-0001 3. Upon delivery and authentication of the Bonds in accordance with the Bond Indenture, the 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 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. 5. Interest (and original issue discount) on the Bonds is exempt from State of California personal income tax. 6. The difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity are to be sold to the public) and the stated redemption price at maturity with respect to such 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 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 Bond (generally the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Bond premium which must be amortized under Section 171 of the Internal Revenue Code of 1986, as amended; such amortizable Bond premium reduces the Bondowner’s basis in the applicable 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 Bond premium may result in a Bondowner realizing a taxable gain when a Bond is sold by the owner for an amount equal to or less (under certain circumstances) than the original cost of the 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. The opinions expressed in paragraphs (4) and (6) above as to the exclusion from gross income for federal income tax purposes of interest (and original issue discount) on the Bonds are subject to the condition that the Town complies with all requirements of the Code, that must be satisfied subsequent to the issuance of the Bonds to assure that such interest (and original issue discount) will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause interest (and original issue discount) on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Town has covenanted to comply with all such requirements. 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 Bonds. Certain agreements, requirements and procedures contained or referred to in the Bond Indenture and the Tax Certificate executed by the Town with respect to the Bonds may be changed and certain actions may be taken or omitted, under the circumstances and subject to the terms and conditions set forth in such documents, upon the advice or with the approving opinion of counsel nationally recognized in the area of tax exempt obligations. We express no opinion as to the effect on exclusion from gross income for federal income tax purposes of the interest (and original issue discount) on any Bond if any such change occurs or action is D-3 4837-9625-9808v5/200690-0001 taken or omitted upon advice or approval of bond counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation. The opinions expressed herein and the exclusion of interest on the Bonds from gross income for federal income tax purposes may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. Our engagement as bond counsel to the Town terminates upon the issuance of the Bonds. The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. Our opinion is limited to matters governed by the laws 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 Bonds or other offering material relating to the Bonds and expressly disclaim any duty to advise the owners of the Bonds with respect to matters contained in the Official Statement. Respectfully submitted, E-1 4837-9625-9808v5/200690-0001 APPENDIX E BOOK-ENTRY ONLY SYSTEM The information in this section concerning DTC and DTC’s book-entry only system has been obtained from sources that the Town believes to be reliable, but the Town takes no responsibility for 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 value and interest on the Bonds to DTC Participants or Beneficial Owners, confirmation and 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 information provided by DTC to the Town which the Town 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 same 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-2 4837-9625-9808v5/200690-0001 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 Indirect 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 from 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 being 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 from 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 from 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 Town 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. F-1 4837-9625-9808v5/200690-0001 APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT EXHIBIT 7 A-1 4818-3709-5655v1/200690-0001 EXHIBIT A GOOD FAITH ESTIMATES The good faith estimates set forth herein are provided with respect to the 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 Bonds to be sold is $9,150,000 (the “Estimated Principal Amount”). Based on the Estimated Principal Amount, the following good faith estimates are provided: (a) True Interest Cost of the Bonds. The Municipal Advisor has informed the Town that, assuming that the Estimated Principal Amount of the 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 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 Bonds, is 3.5%. (b) Finance Charge of the Bonds. The Municipal Advisor has informed the Town that, assuming that the Estimated Principal Amount of the 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 Bonds, which means the sum of all fees and charges paid to third parties, is $380,473, of which $255,000 is for costs of issuance to be paid from Bond proceeds, $115,473 is for the Underwriter’s discount and $10,000 is for fees paid to the Trustee and the dissemination agent against and for other administrative costs to be incurred over the life of the Bonds from funds other than 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 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 Bonds, less the finance charge of the Bonds paid from Bond proceeds, which amount is estimated to be $255,000, and any reserves or capitalized interest to be paid or funded with proceeds of the Bonds, which is estimated to be $696,248, is $8,005,131. (d) Total Payment Amount. The Municipal Advisor has informed the Town that, assuming that the Estimated Principal Amount of the 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 Bonds, plus the finance charge for the Bonds as described in (b) above not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $14,598,613 ($209,491 of which will be paid for from capitalized interest). The foregoing estimates constitute good faith estimates only. The actual principal amount of the 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 Bonds being different than the date assumed for A-2 4818-3709-5655v1/200690-0001 purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the 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 Bonds and the actual principal amount of Bonds sold will be determined by the Town based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the 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. TOWN OF TIBURON PAGE 1 OF 7 STAFF REPORT To: Mayor and Members of the Town Council From: Department of Public Works Subject: Adopt Resolutions of Necessity to Acquire Property for the Hawthorne Undergrounding District Project Reviewed By: _________ Greg Chanis, Town Manager ________ Benjamin Stock, Town Attorney SUMMARY Consider adopting resolutions to determine the necessity to acquire property (easements) by eminent domain for the Hawthorne Undergrounding District Project; to authorize commencement of litigation to acquire property by eminent domain; to seek an order of possession (Code of Civil Procedure Section 1245.220); and to determine that the actions authorized by this resolution were adequately analyzed by a previous CEQA action; for each of the following five properties: •APN 055-211-31; 40 Del Mar Drive •APN 055-201-25; Sommers Court •APN 055-171-13; 650 Tiburon Boulevard •APN 055-201-35; 4 Palmer Court •APN 055-201-34; 2 Palmer Court RECOMMENDED ACTION(S) Consider adopting Resolutions of Necessity. BACKGROUND In 2016, property owners on portions of Rock Hill Drive, Hawthorne Drive, Hilary Drive, Hilary Court, Mira Vista Court, Del Mar Drive, Palmer Court and Tiburon Boulevard began the process of forming the Hawthorne Utility Undergrounding Assessment District (“The District”). The goal of forming the District is to remove the existing overhead utility lines and poles and relocate them underground (Project). The District consists of 120 parcels (plus 3 sliver parcels), including both residential and commercial properties. On February 7, 2018, property owners in the District approved tax assessments equal to the cost estimate to fund completion of the project, with the intent the Town would sell bonds to finance the portion of the assessments that are not prepaid by the property owners of the District. Town Council recently approved agreements with Pacific Gas & Electric (PG&E), and Ranger Pipelines TOWN OF TIBURON 1505 Tiburon Boulevard Tiburon, CA 94920 Town Council Meeting May 5, 2021 Agenda Item: AI-3 Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 2 OF 7 to construct the Project, and are being asked to authorize issuance of bonds to finance the Project at this Council meeting on May 5, 2021. That Town Council action to authorize issuance of bonds is presented in a separate Staff Report. ANALYSIS In order to complete the Project, the Town must acquire easements from the following eight (8) private properties: APN ADDRESS DESCRIPTION ACQUISITION NO. 055-211-31 40 Del Mar Drive Single Family Residence 31320249B 055-201-25 Sommers Court Private Road 31320249G 055-171-13 650 Tiburon Boulevard Single Family Residence 31320249D 055-201-35 4 Palmer Court Single Family Residence 31320249E 055-201-34 2 Palmer Court Single Family Residence 31320249F 055-222-04 730 Hawthorne Single Family Residence 31320249C 055-201-36 700 Tiburon Boulevard Belvedere Tennis Club 31320249H 039-111-21 145 Rock Hill Belvedere-Tiburon Community Church 31320249A Of those easements, Staff is requesting Town Council adopt a Resolution of Necessity for the following five (5) easement acquisitions at this time: • APN 055-211-31; 40 Del Mar Drive; Single Family Residence Acquisition of an easement to Pacific Gas & Electric (PG&E) over the existing shared private driveway; 13,175 square feet. • APN 055-201-25; Sommers Court; Private Road Acquisition of an easement to PG&E over the existing shared private driveway; 193 square feet. • APN 055-171-13; 650 Tiburon Boulevard; Single Family Residence Acquisition of an easement to PG&E over the existing shared private driveway; 5,655 square feet. • APN 055-201-35; 4 Palmer Court; Single Family Residence Acquisition of an easement to PG&E over the existing private drive; 435 square feet. • APN 055-201-34; 2 Palmer Court; Single Family Residence Acquisition of an easement to PG&E over the existing private drive; 973 square feet. Once the Town identified the private property necessary for the Project, the Town appraised the fair market value of those property interests and made offers to the owners of record to provide the “just compensation” required under the California Constitution. Shortly after the offers were transmitted, staff contacted the property owners to discuss negotiating the purchase of the Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 3 OF 7 easements. Town Staff continue to negotiate with the property owners on the amount of just compensation, however, the Project schedule requires possession of the Properties before final resolution of the just compensation negotiations. Therefore, the Town alerted the owners that the Town would proceed procedurally to acquiring the easements through the eminent domain process, while continuing with the negotiations. Pursuant to Section 1245.235 of the Code of Civil Procedure, notice was given to all persons whose names and addresses appear on the last equalized County Assessment Roll as owner(s) of those property interests needed by the Town. The notices consisted of sending by first-class mail on April 16, 2021 a Notice of Intention to Adopt a Resolution of Necessity to Acquire an Easement Across a Portion of Property by Eminent Domain which notified the subject property owners that a hearing is scheduled for May 5, 2021 at 5:00 p.m., or as soon thereafter as the matter may be heard at Town Hall, at which time they may appear to be heard on the matters referred to in the notice. California’s eminent domain process authorizes a public agency to conduct Hearings of Necessity to acquire the required property interests and proceed with construction of the Project, while the public agency continues to negotiate with the property owner regarding the amount of compensation. FINDINGS When acquiring property interests from private property owners, the Town is required to follow the requirements of California’s eminent domain laws. State law requires the Town make the following findings with respect to the adoption of the Resolutions of Necessity. Purpose and Need for the Project The Project includes the construction of public improvements necessary to construct underground power, telephone, and cable facilities; and remove the existing power, telephone, and cable wires and poles within the Town of Tiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District). The Hawthorne Undergrounding District includes portions of the following streets: Palmer Court, Tiburon Boulevard, Rock Hill Road, Hawthorne Drive, Hilary Drive, Hilary Court, Mara Vista Court, and Del Mar Drive. The attached Exhibit 1 illustrates the boundaries of the Hawthorne Undergrounding District. The public improvements generally include: 1. Construction of mainline underground power, telephone and cable conduit, with appurtenant manholes, pull boxes and transformers and like structures. 2. Construction of service conduit and appurtenances to property line. 3. Restoration of pavement impacted by installing the underground utilities. 4. Installation of new conductor within said conduit and underground structures by the utility companies. 5. Installation of replacement street lights. 6. Removal of existing overhead power, telephone and cable wires, poles and streetlights. The approved engineering drawings are available on the Town website at the following link, under the heading "Plans" : http://townoftiburon.org/285/Hawthorne-Undergrounding-District. The Public Interest and Necessity Require the Proposed Use Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 4 OF 7 The public interest and necessity require the acquisition and construction of the Project. The proposed use is the undergrounding of public utilities which are in the public interest and necessity. Furthermore, the Municipal Improvement Act of 1913 allows any real property necessary for construction of the Project to be acquired by gift, purchase, or eminent domain. Most Compatible with the Greatest Public Good and Least Private Injury. In selecting the alignment for the underground utilities, the design followed existing right of way and easements to the greatest extent possible, in order to avoid acquiring private property. In limited cases, the use of private property is required to complete the Project. The use of private property was minimized and is only what is required to complete the Project. Additionally, all surface improvements on private property will be protected or restored to pre-project conditions. The Property Interests Sought to be Acquired are Necessary for the Project The property interests sought for this Project are necessary for the undergrounding of the utilities. These property interests are required by Pacific Gas & Electric (PG&E) and the Project cannot be constructed as planned without the acquisition of the subject property interests. The following property interests are being sought as part of this action: • APN 055-211-31; 40 Del Mar Drive; Single Family Residence Acquire an easement of 13,175 square feet to Pacific Gas & Electric (PG&E) over the existing shared private driveway. This easement is required to install mainline underground power, telephone, and cable wires and appurtenances in Del Mar Drive, a private road. This mainline provides underground power, telephone, and cable service to single family residences at 20, 30, 40, and 50 Del Mar Drive. • APN 055-201-25; Sommers Court; Private Road Acquire an easement of 193 square feet to PG&E over the existing shared private driveway. This easement is required to install the service lateral from the mainline to the property line of the single family residence at 10 Sommers Court. • APN 055-171-13; 650 Tiburon Boulevard; Single Family Residence Acquire an easement of 5,655 square feet to PG&E over the existing shared private driveway. This easement is required to install mainline underground power, telephone, and cable wires and appurtenances in the private drive adjacent to Tiburon Boulevard. This mainline provides underground power, telephone, and cable service to single family residences at 650, 654, 660 Tiburon Boulevard, and 3 Palmer Court. • APN 055-201-35; 4 Palmer Court; Single Family Residence Acquire an easement of 435 square feet to PG&E over the existing private drive. This easement is required to install mainline underground power, telephone, and cable wires and appurtenances in the portion of Palmer Court that is private. This mainline provides underground power, telephone, and cable service to single family residences at 2 and 4 Palmer Court, and 10 Sommers Court. • APN 055-201-34; 2 Palmer Court; Single Family Residence Acquire an easement of 973 square feet to PG&E over the existing private drive. This easement is required to install mainline underground power, telephone, and cable wires Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 5 OF 7 and appurtenances in the private drive adjacent to Tiburon Boulevard. This easement is required to install the service lateral from the mainline to the property line of the single family residence at 10 Sommers Court. Government Code Section 7627.2 Offer The Town has made an offer of just compensation to each owner of record for the rights required for the Project, in accordance with Government Code section 7267.2. Each offer was based on an appraisal of the fair market value of the property rights being acquired. In each case, efforts were made to acquire each property through negotiated purchase and sale instead of condemnation. Those attempts will continue after adopting the Resolutions of Necessity. Process In order to proceed with these property acquisitions through the eminent domain process, a public hearing will be opened to provide an opportunity for members of the public to address the Town Council; but, more importantly, the hearing will provide an opportunity for each affected property owner, or their representatives, to provide their comments to Council regarding the matters included in each Resolution of Necessity. Staff received a request to be heard from a representative of the property at 650 Tiburon Boulevard (Exhibit 2). It will be important to keep in mind that the purpose of the hearing, and the recommended action (to approve each Resolution of Necessity) is to consider the necessity to acquire the identified interests in property for the Project, based on the criteria summarized in this report. The ultimate amount of just compensation to be paid by the Town, in accordance with requirements of eminent domain law, is beyond the scope of Council’s action to approve the Resolution of Necessity. It will be the Town’s goal to negotiate an amount of compensation that is consistent with the requirements of law and mutually agreeable to both parties; however, if an agreement is not reached, the Town will be required to obtain a judgment from Marin County Superior Court to determine the amount of compensation the Town is required to pay. In order for a Resolution of Necessity to be effective, it must be approved by a two-thirds vote of Town Council, which means that no less than four members of the five-member Town Council must approve. It is contemplated that one member’s seat may be vacant and will not be present, and that Councilmember Ryan may have a disqualifying conflict of interest, based on ownership of real property within 500 feet of the Project’s boundaries. Since a Resolution of Necessity requires approval from four of the five members of Town Council, under the rule of necessity, Councilmember Ryan is authorized to participate in this action Following approval of the resolutions of necessity by four members of Town Council, the Town Attorney will be authorized to deposit the probable amount of just compensation with the State Treasury, and file an action in Superior Court to obtain an order for prejudgment possession of the property interest sought by the Town. Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 6 OF 7 FINANCIAL IMPACT The costs of acquisition, including the eminent domain process, are funded by the assessment district. The following table summarizes the estimated Project cost and funding. Description Cost Preliminary Engineering $615,000 Right of Way $275,000 Environmental $188,950 Construction Management $563,958 Construction (20% Contingency) $5,638,047 Utility Costs $1,515,218 Other Incidentals $110,000 Cost of Issuance / Financing $955,951 Total Project Cost $9,862,124 Source of Funding Town Contributions $771,040 Total Assessment District Cost $9,091,084 Total Funding $9,862,124 With regards to the Town Contribution of $771,040, that figure is comprised of the following three components: Paving costs (including 20% contingency) $ 364,237 General Benefit $ 19,672 Additional Contribution $ 387,131 Total $ 771,040 In 2018, Council committed to covering the cost of paving certain street sections when the project was complete. Also, Council approved an additional maximum contribution of $500,000 towards the undergrounding portion of the Project. Based on the estimated project cost in 2018 and per the approved Engineer's Report, Part III (Contributions), the Town would contribute $25,823 to fund the portion of the Project that is for General Benefit, plus an Additional Contribution of $474,177, for a total of $500,000. The Engineer's Report also states that "If the total cost of construction and incidental expenses is equal to or greater than the $10,757,563, then the full amount ($500,000) will be contributed. If the total cost of the construction and incidental cost is less than $10,757,563, then the Town’s contribution would be reduced by a percentage equal to the percentage reduction of the costs." This reduces the Town's contribution for General Benefit and Additional Contribution to $406,803. Bond financing is planned to fund the assessments that are not paid in full during the prepayment period. The current financing schedule shows that the bond sale will close on June 9, 2021. Town Council Meeting May 5, 2021 TOWN OF TIBURON PAGE 7 OF 7 ENVIRONMENTAL REVIEW A mitigated negative declaration for the Project was approved by Town Council on November 15, 2017. RECOMMENDATION Staff recommends Town Council Adopt a Resolution of Necessity for each of the five (5) easement acquisitions presented in this staff report. Exhibits: 1. Hawthorne Undergrounding District Boundary Map 2. Request to be Heard 3. Resolution of Necessity for 40 Del Mar 4. Resolution of Necessity for Sommers Court 5. Resolution of Necessity for 650 Tiburon Boulevard 6. Resolution of Necessity for 4 Palmer Court 7. Resolution of Necessity for 2 Palmer Court Prepared By: Steven Palmer, PE, Director of Public Works / Town Engineer EXHIBIT 1 Town ofTiburon Assessment District No. 2017-1 (Hawthorne Undergrounding District) Preliminary Engineer's Report ri Appendix B Assessment Diagram r ___ j\ ~A :~)\_=·,y=::=~-:•"'?'"'"-----,_ \ \ ;,-\ 0 . • /\ \ ~---·--, \ I (----J \ y \~·1¥.l?-./1 \ . 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ST.O:.tt :;r -c.tU"C:c.-.,:.. r.-"....:.a.l""~. {X)t.'t,T'l':JF~ PflllPOIEIIIIOIN>AIEBQF KA.WIIIIRE 1tWIACE ---Cl'~-.rt\'OF- STA"IEC/F~ C•!U!l ,~-~a § 4S...~Y.i!:'-"T:-.O •~~ ~N::::,.-u t,o;(lt;:, "f,,"JC:;K 1ri1:.~ ~ ~-<N ~ olU. oim-1.S :::c.~x~-:; 'M'! u-,.,z I &~~~ .... ~-------·--I <+,a; .»,,r,,.,....::tc,-.s, Cf" s..at P;..-!CaS, -..:Jl'I.E Z2~ :i'Ol7 I ■[~.!~~ '>.U"l!'~,":!.-.1~:S,:f.:iolll:U B-1 DRAFT -For Review Purposes Only R I Hanis & Associates EXHIBIT 2 Peter M. Spoerl peter@rflawllp.com Attorneys at Law 1101 Fifth Avenue, Suite 100 San Rafael, CA 94901-2903 telephone 415.453.9433 facsimile 415.453.8269 www.rflawllp.com April 28, 2021 Via Email and U.S. Mail Lea Stefani Town Clerk Office of the Town Clerk Town of Tiburon Town Hall 1505 Tiburon Boulevard Tiburon, CA 94920 RE: Request to be Heard at May 5th Hearing regarding Adoption of a Resolution of Necessity Dear Ms. Stefani: This office represents Lisa and Frederick Winston, the owners of 650 Tiburon Boulevard, whose property is the site of a proposed easement acquisition for undergrounding of utilities that will be the subject of a hearing regarding the proposed adoption of a Resolution of Necessity to acquire the easement at the Town’s May 5th regular meeting. The purpose of this letter is to request an opportunity to be heard with respect to this matter during the hearing, pursuant to California Code of Civil Procedure Subsection 1254.235(b)(3). Please contact me at the address or email address identified above with Zoom information or any other information necessary to present testimony during the hearing. Please let me know if you have any questions or concerns. Very Truly Yours, Peter M. Spoerl t~ Ragghian ti IF rei tas LLP Page 2 of 2 CC: Ben Stock, Town Attorney Client Dave Harding t~ Ragghian ti IF rei tas LLP EXHIBIT 3 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TIBURON, STATE OF CALIFORNIA, TO DETERMINE THE NECESSITY TO ACQUIRE PROPERTY BY EMINENT DOMAIN FOR THE HAWTHORNE UTILITY UNDERGROUNDING DISTRICT PROJECT TO RELOCATE EXISTING OVERHEAD UTILITIES UNDERGROUND; TO AUTHORIZE COMMENCEMENT OF LITIGATION TO ACQUIRE PROPERTY BY EMINENT DOMAIN; AND TO SEEK AN ORDER OF POSSESSION (CODE OF CIVIL PROCEDURE SECTION 1245.220) (JENNIFER O. WANG AND ASHLEY B. ANDERSON, APN 055-211-31) _______________________________________________________________________ WHEREAS, the City Council has determined that the Town of Tiburon (“Town”) needs to acquire a portion of property located at 40 Del Mar Drive, Tiburon, California, Assessor Parcel Number 055-211-31 (“Subject Property”), in order to construct the Hawthorne Utility Undergrounding District Project (“Project”); and WHEREAS, the Project involves relocating existing overhead utilities underground by trenching and installing conduit and utility box(s) within a proposed permanent nonexclusive easement (“the “Property”). During the construction period of approximately one month, utility poles and overhead lines will be removed. The Project will not affect structures or landscaping, and will result in the removal of utility lines from view of the Subject Property; and WHEREAS, the Subject Property is within the area of the Project, and acquisition of the Property is necessary for the completion of the Project; and WHEREAS, the Town Council has considered all information related to this matter, as presented at the public meetings of the Town Council identified herein, including any supporting reports by Town Staff, and any information provided during public meetings. NOW, THEREFORE, BE IT RESOLVED, by the Town Council of the Town of Tiburon, as follows: 1. The Town Council hereby finds that the facts set forth in the recitals to this Resolution are true and correct, and establish the factual basis for the Town Council’s adoption of this Resolution. 2. The Town intends to advance the Hawthorne Utility Undergrounding District Project (“Project”), which will relocate existing overhead utilities underground at various locations in Town, including at the Subject Property. The Project is for a public use. 3. To complete construction on the Project, the Town desires to acquire a portion of the Subject Property located at 40 Del Mar Drive, Tiburon, California, Assessor Parcel No. 055-211-31, as a permanent nonexclusive easement (the “Property”). The Property is necessary to the completion of the Project. 4. The Property consists of approximately 13,175 square feet, as a permanent non-exclusive easement, as well as the associated improvements, including relocating existing overhead utilities underground by trenching and installing conduit and utility box(s) within the easement. During the construction period of approximately one month, utility poles and overhead lines will be removed. The Property is more particularly described and shown on Exhibit A attached to this Resolution and incorporated herein. 5. The Town is authorized to acquire the Property by eminent domain for the public use set forth herein in accordance with the California Constitution, Article 1, Section 19; the California Eminent Domain Law, Code of Civil Procedure Section 1230.010 et seq., including, but not limited to, sections 1240.010 through 1240.050 inclusive, and sections 1240.110, 1240.120, 1240.220, 1240.350, 1240.510, 1240.610, 1240.650; Government Code Sections 37350.5, 38730, Streets & Highway Code Section 10102, and other provisions of law. 6. On April 16, 2021, the Town mailed a Notice of Intention to Adopt a Resolution of Necessity for acquisition by eminent domain of the Property, which notice is attached hereto as Exhibit B, and incorporated herein. The Notice of Intention to Adopt a Resolution of Necessity was mailed to all persons whose name(s) appear on the last Equalized County Assessment Roll as having an interest in the Property, and to the addresses appearing on the Roll. The Notice of Intention to Adopt a Resolution of Necessity advised the persons of their right to be heard on the matters referred to in the Notice on the date and at the time and place stated. 7. The hearing referenced in the Notice of Intention to Adopt a Resolution of Necessity was held on May 5, 2021, at the time and place stated in the Notice. All interested parties were given an opportunity to be heard. The hearing was then closed. 8. Based upon the evidence presented at the hearing, the Town Council of the Town of Tiburon finds, determines, declares, and resolves each of the following: A. The public interest and necessity require the proposed Project; B. The proposed Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; C. The interests in the Property sought to be acquired by eminent domain are necessary for the proposed Project; D. The Town has complied with all conditions and statutory requirements necessary to exercise the power of eminent domain to acquire the Property described herein, as well as any other matter regarding the right to take said property by eminent domain, including but not limited to, making the offer required by Government Code Section 7267.2(a); and E. The Town has fully complied with the California Environmental Quality Act, Public Resources Code Section 21000 et seq., for acquiring the Property described herein when the Town adopted a mitigated negative declaration for the Project on November 15, 2017. BE IT FURTHER RESOLVED by the Town Council of the Town of Tiburon, that the Town Attorney is hereby authorized to acquire in the name of the Town the Property described in this Resolution in accordance with the provisions of California Eminent Domain Law, to commence an action in eminent domain, to deposit the probable amount of compensation with the State Treasury, to apply to the Superior Court for an order permitting the Town to take immediate possession and make immediate use of the Property for the Project, and to take all necessary steps to acquire the Property under the law. - PASSED, APPROVED, AND ADOPTED by the Town Council of the Town of Tiburon at a regular meeting held this ________ day of ____________ 2021 by the following vote: AYES: NOES: ABSENT/ABSTAIN: HOLLI P. THIER, Mayor ATTEST: LEA STEFANI Town Clerk List of Exhibits: A. Property Description B. Notice to Property Owners Distribution Easement (Rev.02/2020) RECORDING REQUESTED BY AND RETURN TO: PACIFIC GAS AND ELECTRIC COMPANY 245 Market Street, N10A, Room 1015 P.O. Box 770000 San Francisco, California 94177 Location: City/Uninc______________________ Recording Fee $_____________________________ Document Transfer Tax $ __________ [ ] This is a conveyance where the consideration and Value is less than $100.00 (R&T 11911). [ ] Computed on Full Value of Property Conveyed, or [ ] Computed on Full Value Less Liens & Encumbrances Remaining at Time of Sale [ ] Exempt from the fee per GC 27388.1 (a) (2); This document is subject to Documentary Transfer Tax Signature of declarant or agent determining tax (SPACE ABOVE FOR RECORDER'S USE ONLY) LD# 2401-06- EASEMENT DEED PM# 31320249 JENNIFER O. WANG and ASHLEY B. ANDERSON, wife and husband, hereinafter called Grantor, hereby grants to PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, hereinafter called Grantee, the right from time to time to excavate for, construct, reconstruct, install, replace (of initial or any other size), remove, maintain, inspect and use facilities of the type hereinafter specified, together with a right of way therefor, within the easement area as hereinafter set forth, and also ingress thereto and egress therefrom, over and across the lands of Grantor situated in the Town of Tiburon, County of Marin, State of California, described as follows: (APN 055-211-31) Strauss 2010-002100 as shown upon the Record of Survey Map filed for record May 28, 2010 in Book 2010 of Maps at page 67, Marin County Records. The facilities and easement area are described as follows: Such underground conduits, pipes, manholes, service boxes, wires, cables, and electrical conductors; aboveground marker posts, risers, and service pedestals; underground and aboveground switches, fuses, terminals, and transformers with associated concrete pads; and fixtures and appurtenances necessary to any and all thereof, as Grantee deems necessary for the distribution of electric energy and communication purposes located within the strip of land described as follows: Ingress, Egress and Utility Easement Per 1997-043073 & 1991-076663 and Ingress, Egress & Utility Easement Per 1997-043073 as shown upon said Record of Survey. Grantor further grants to Grantee the right, from time to time, to trim or to cut down, without Grantee paying compensation, any and all trees and brush now or hereafter within said easement area, and shall have the further right, from time to time, to trim and cut down trees and brush along each side of said easement area which now or hereafter in the opinion of Grantee may interfere with or be a hazard to the facilities installed hereunder, or as Grantee deems necessary to comply with applicable state or federal regulations. Distribution Easement Rev. (02/2020) Grantor also grants to Grantee the right to use such portion of said lands contiguous to said easement area as may be reasonably necessary in connection with the excavation, construction, reconstruction, replacement, removal, maintenance and inspection of said facilities. Grantor hereby covenants and agrees not to place or construct, nor allow a third party to place or construct, any building or other structure, or store flammable substances, or drill or operate any well, or construct any reservoir or other obstruction within said easement area, or diminish or substantially add to the ground level within said easement area, or construct any fences that will interfere with the maintenance and operation of said facilities. Grantor further grants to Grantee the right to apportion to another public utility (as defined in Section 216 of the California Public Utilities Code) the right to construct, reconstruct, replace, remove, maintain, inspect, and use the communications facilities within said easement area including ingress thereto and egress therefrom. The legal description herein, or the map attached hereto, defining the location of this utility distribution easement, was prepared by Grantee pursuant to Section 8730 (c) of the Business and Professions Code. This document may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. The provisions hereof shall inure to the benefit of and bind the successors and assigns of the respective parties hereto, and all covenants shall apply to and run with the land. Dated: __________________, _______. _________________________________ Jennifer O. Wang _________________________________ Ashley B. Anderson Distribution Easement Rev. (02/2020) State of California County of ) On __________________________, before me, Notary Public, Insert name personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature of Notary Public CAPACITY CLAIMED BY SIGNER [ ] Individual(s) signing for oneself/themselves [ ] Corporate Officer(s) of the above named corporation(s) [ ] Trustee(s) of the above named Trust(s) [ ] Partner(s) of the above named Partnership(s) [ ] Attorney(s)-in-Fact of the above named Principal(s) [ ] Other A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. RANCHO CORTE MADERA DEL PRESIDIO A.P.N. 055-211-32 A.P.N. 055-211-17 A.P.N. 055-211-16 JENNIFER 0. WANG and ASHLEY B. ANDERSf N, wife and husband \ Deed Dated November 2, 201 Doc. No. 2010-0055604 Marin County Records APN: 055-211-31 A.P.N. 055-211-15 A.P.N. 039-151-62 UNLESS OTHERWISE SHOWN ALL COURSES EXTEND TO OR ALONG BOUNDARIES OR LINES Applicant: DEL MAR DRIVE, TIBURON :.~~~O' 6/~;;;020 cJJ~W:) TowNsHIP RANGE MERIDIAN couNTY oF: MARIN cITY oF: nBuRoN 36 (1N) (6W) (MDBM) F.B.: DR.BY: KXJM CH.BY: DAK8 PLAT MAP W-3402 NORTH BAY 31320249 31320249B REFERENCES 11 M 42; 2010 M 67; 28 OS 72 PG&E DIVISION AUTHORIZ DRAWING NO. Distribution Easement Rev. (02/2020) Attach to LD: 2401-06- Area, Region or Location: 7 Land Service Office: Santa Rosa Line of Business: Electric Distribution (43) Business Doc Type: Easements MTRSQ: (24.01.06.36.41) Rancho: Corte Madera Del Presidio FERC License Number: N/A PG&E Drawing Number: 31320249B Plat No.: VV-3402 LD of Affected Documents: N/A LD of Cross Referenced Documents: N/A Type of interest: Communication Easements (6), Electric Underground Easements (4) SBE Parcel: N/A % Being Quitclaimed: N/A Order or PM: 31320249 JCN: N/A County: Marin Utility Notice Number: N/A 851 Approval Application No: N/A ;Decision: N/A Prepared By: KXJM Checked By: DAK8 _____ Approved By: Revised by: Y:\GenlSvcs\Land\R_W 2018\Marin\31320249_Hawthorne Rule 20B, Tiburon\Working Files\31320249B.docx Y C Z Jennifer O. Wang Ashley B. Anderson 40 Del Mar Drive Tiburon, CA 94920 NOTICE OF INTENTION TO ADOPT A RESOLUTION OF NECESSITY TO ACQUIRE AN EASEMENT ACROSS A PORTION OF PROPERTY BY EMINENT DOMAIN; AUTHORIZING COMMENCEMENT OF LITIGATION TO ACQUIRE EASEMENT AND FOR ORDER OF POSSESSION TOWN OF TIBURON Re: Notice of Hearing Regarding Adoption of a Resolution of Necessity to Acquire an Easement by Eminent Domain [California Code of Civil Procedure section 1245.235]. 1. Notice of the Intent of the Town of Tiburon to adopt a Resolution of Necessity and Hearing. The Town Council of the Town of Tiburon (“Town Council”) intends to hold a hearing to consider whether a Resolution of Necessity should be adopted which, if adopted, will authorize the Town of Tiburon (“Town”) to acquire the real property described herein by eminent domain for the purpose of undergrounding existing overhead utilities as part of the Hawthorne Utility Undergrounding District Project (“Project”). Attached hereto as Exhibit A is a legal description and plat map depicting the property which is required for the Project. You are being sent this notice as your name appears on the last equalized Marin County Assessment Roll for this property. DATE OF HEARING: May 5, 2021 TIME OF HEARING: 5:00 p.m., or as soon as the matter may be heard PLACE OF HEARING: Consistent with the California Governor’s Executive Order N-29-20 promoting social distancing, there will be no physical or in-person meeting location available to the public. Instead, the meeting will be conducted by videoconference. The meeting will be accessible to the property owners and/or their representative to attend and give public comment via zoom. More information on how to participate in the hearing will be posted on the Town’s agenda 72 hours prior to the hearing date. 2. Notice of Your Right to Appear and Be Heard. You have the right to appear and be heard before the Town Council at the above scheduled hearing on the following matters and issues, and to have the Town Council give consideration to your Town ofTiburon • 1505 Tiburon Boulevard• Tiburon, CA 94920 • P. 415.435.7373 F. 415.435.2438 • www.townoftiburon.org Holli Thier Mayor Jon Welner Vice Mayor Alice Fredericks Councilmember David Kulik Councilmember Jack Ryan Councilmember GregChanis Town Manager 2 testimony prior to deciding whether or not to adopt the proposed Resolution of Necessity: (a) Whether the public interest and necessity require the Project; (b) Whether the Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; (c) Whether the easement sought to be acquired is necessary for the Project; (d) Whether the Town has complied with all conditions and statutory requirements necessary to exercise the power of eminent domain to acquire the property, as well as any other matter regarding the right to take said easement by eminent domain, including but not limited to, making the offer required by Government Code Section 7267.2(a); (e) The Town has fully complied with the California Environmental Quality Act, Public Resources Code section 21000 et seq. The statutes which authorize the Town to acquire the easement by eminent domain for the Project include, but are not limited to, Article 1, Section 19 of the Constitution of the State of California, and Section 37350.5 of the Government Code, and Section 1230.010 et seq. of the Code of Civil Procedure. 3. Failure to File a Written Request to Be Heard Within Fifteen (15) Days After the Notice was Mailed Will Result in Waiver of the Right to Appear and Be Heard. If you desire to be heard or to present information to the Town on this resolution, you are required by law to file a written request with the Town Clerk no later than fifteen (15) days from the date that this notice was mailed. You must file your request to be heard at the Office of the Town Clerk, Town of Tiburon, Town Hall, 1505 Tiburon Boulevard, Tiburon, CA 94920. If you mail a request to be heard, please keep in mind that it must be actually received by the Town Clerk no later than fifteen (15) days after the date this notice is mailed. See Code of Civil Procedure section 1245.235(b)(3). If you elect not to appear and be heard at this hearing, your decision not to appear and be heard will constitute a waiver of your right to challenge the right of the Town to acquire the property by eminent domain. Thus, the matters described in the Resolution of Necessity will be deemed to be established. 4. You Will Not Waive the Right to Claim Greater Compensation if You Do Not Appear at the Hearing. The amount of compensation to be paid for the property will not be decided or heard at this hearing. Your nonappearance at this noticed hearing will not prevent you from claiming compensation in an amount to be determined by a court of law under the laws of the State of California. This notice is 3 not intended to foreclose further ongoing negotiations between you and the representatives of the Town on the amount of compensation to be paid to you for your property. At this hearing, the Town Council will not make any determination about the amount of money to be paid for your property or to be offered to you. TOWN OF TIBURON By: Steven, Palmer, PE Director of Public Works Dated and mailed on: April 16, 2021 EXHIBIT 4 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TIBURON, STATE OF CALIFORNIA, TO DETERMINE THE NECESSITY TO ACQUIRE PROPERTY BY EMINENT DOMAIN FOR THE HAWTHORNE UTILITY UNDERGROUNDING DISTRICT PROJECT TO RELOCATE EXISTING OVERHEAD UTILITIES UNDERGROUND; TO AUTHORIZE COMMENCEMENT OF LITIGATION TO ACQUIRE PROPERTY BY EMINENT DOMAIN; AND TO SEEK AN ORDER OF POSSESSION (CODE OF CIVIL PROCEDURE SECTION 1245.220) (SANDRA L. SOMMERS, APN 055-201-25 AND 055-201-02) _______________________________________________________________________ WHEREAS, the City Council has determined that the Town of Tiburon (“Town”) needs to acquire a portion of property located at 10 Sommers Court, Tiburon, California, Assessor Parcel Number 055-201-25 and 055-201-02 (“Subject Property”), in order to construct the Hawthorne Utility Undergrounding District Project (“Project”); and WHEREAS, the Project involves relocating existing overhead utilities underground by trenching and installing conduit and utility box(s) within a proposed permanent nonexclusive easement (“the “Property”). During the construction period of approximately one month, utility poles and overhead lines may be removed. The Project will not affect structures or landscaping, and will result in the removal of utility lines from view of the Subject Property; and WHEREAS, the Subject Property is within the area of the Project, and acquisition of the Property is necessary for the completion of the Project; and WHEREAS, the Town Council has considered all information related to this matter, as presented at the public meetings of the Town Council identified herein, including any supporting reports by Town Staff, and any information provided during public meetings. NOW, THEREFORE, BE IT RESOLVED, by the Town Council of the Town of Tiburon, as follows: 1. The Town Council hereby finds that the facts set forth in the recitals to this Resolution are true and correct, and establish the factual basis for the Town Council’s adoption of this Resolution. 2. The Town intends to advance the Hawthorne Utility Undergrounding District Project (“Project”), which will relocate existing overhead utilities underground at various locations in Town, including at the Subject Property. The Project is for a public use. 3. To complete construction on the Project, the Town desires to acquire a portion of the Subject Property located at 10 Sommers Court, Tiburon, California, Assessor Parcel No. 055-201-25 AND 055-201-02, as a permanent nonexclusive easement (the “Property”). The Property is necessary to the completion of the Project. 4. The Property consists of approximately 193 square feet, as a permanent non-exclusive easement, as well as the associated improvements, including relocating existing overhead utilities underground by trenching and installing conduit and utility box(s) within the easement. During the construction period of approximately one month, utility poles and overhead lines may be removed. The Property is more particularly described and shown on Exhibit A attached to this Resolution and - incorporated herein. 5. The Town is authorized to acquire the Property by eminent domain for the public use set forth herein in accordance with the California Constitution, Article 1, Section 19; the California Eminent Domain Law, Code of Civil Procedure Section 1230.010 et seq., including, but not limited to, sections 1240.010 through 1240.050 inclusive, and sections 1240.110, 1240.120, 1240.220, 1240.350, 1240.410, 1240.510, 1240.610, 1240.650; Government Code Sections 37350.5, 38730, Streets & Highway Code Section 10102, and other provisions of law. 6. On April 16, 2021, the Town mailed a Notice of Intention to Adopt a Resolution of Necessity for acquisition by eminent domain of the Property, which notice is attached hereto as Exhibit B, and incorporated herein. The Notice of Intention to Adopt a Resolution of Necessity was mailed to all persons whose name(s) appear on the last Equalized County Assessment Roll as having an interest in the Property, and to the addresses appearing on the Roll. The Notice of Intention to Adopt a Resolution of Necessity advised the persons of their right to be heard on the matters referred to in the Notice on the date and at the time and place stated. 7. The hearing referenced in the Notice of Intention to Adopt a Resolution of Necessity was held on May 5, 2021, at the time and place stated in the Notice. All interested parties were given an opportunity to be heard. The hearing was then closed. 8. Based upon the evidence presented at the hearing, the Town Council of the Town of Tiburon finds, determines, declares, and resolves each of the following: A. The public interest and necessity require the proposed Project; B. The proposed Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; C. The interests in the Property sought to be acquired by eminent domain are necessary for the proposed Project; D. The Town has complied with all conditions and statutory requirements necessary to exercise the power of eminent domain to acquire the Property described herein, as well as any other matter regarding the right to take said property by eminent domain, including but not limited to, making the offer required by Government Code Section 7267.2(a); and E. The Town has fully complied with the California Environmental Quality Act, Public Resources Code Section 21000 et seq., for acquiring the Property described herein when the Town adopted a mitigated negative declaration for the Project on November 15, 2017. BE IT FURTHER RESOLVED by the Town Council of the Town of Tiburon, that the Town Attorney is hereby authorized to acquire in the name of the Town the Property described in this Resolution in accordance with the provisions of California Eminent Domain Law, to commence an action in eminent domain, to deposit the probable amount of compensation with the State Treasury, to apply to the Superior Court for an order permitting the Town to take immediate - - possession and make immediate use of the Property for the Project, and to take all necessary steps to acquire the Property under the law. PASSED, APPROVED, AND ADOPTED by the Town Council of the Town of Tiburon at a regular meeting held this ________ day of ____________ 2021 by the following vote: AYES: NOES: ABSENT/ABSTAIN: __________________________________ ____________________, Mayor ATTEST: _________________________________ _____________________, Town Clerk List of Exhibits: A. Property Description B. Notice to Property Owners Distribution Easement (Rev.02/2020) RECORDING REQUESTED BY AND RETURN TO: PACIFIC GAS AND ELECTRIC COMPANY 245 Market Street, N10A, Room 1015 P.O. Box 770000 San Francisco, California 94177 Location: City/Uninc______________________ Recording Fee $_____________________________ Document Transfer Tax $ __________ [ ] This is a conveyance where the consideration and Value is less than $100.00 (R&T 11911). [ ] Computed on Full Value of Property Conveyed, or [ ] Computed on Full Value Less Liens & Encumbrances Remaining at Time of Sale [ ] Exempt from the fee per GC 27388.1 (a) (2); This document is subject to Documentary Transfer Tax Signature of declarant or agent determining tax (SPACE ABOVE FOR RECORDER'S USE ONLY) LD# 2401-06- EASEMENT DEED PM# 31320249 SANDRA L. SOMMERS, hereinafter called Grantor, hereby grants to PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, hereinafter called Grantee, the right from time to time to excavate for, construct, reconstruct, install, replace (of initial or any other size), remove, maintain, inspect and use facilities of the type hereinafter specified, together with a right of way therefor, within the easement area as hereinafter set forth, and also ingress thereto and egress therefrom, over and across the lands of Grantor situated in the Town of Tiburon, County of Marin, State of California, described as follows: (APN 055-201-25) The parcel of land described in the deed from Lydia R. Sommers to Lydia R. Sommers, as trustee of the “Lydia R. Sommers Living Trust dated August 20, 2002, and any amendments there to” dated August 20, 2002 and recorded as Document Number 2002-0089416, Marin County Records. The facilities and easement area are described as follows: Such underground conduits, pipes, manholes, service boxes, wires, cables, and electrical conductors; aboveground marker posts, risers, and service pedestals; underground and aboveground switches, fuses, terminals, and transformers with associated concrete pads; and fixtures and appurtenances necessary to any and all thereof, as Grantee deems necessary for the distribution of electric energy and communication purposes located within the strip of land described as follows: A strip of land of the uniform width of 10 feet extending from the general southeasterly boundary line of said lands northwesterly to the general northwesterly boundary line of said lands and lying southwesterly of the following described line: Beginning at the found nail and shiner stamped PLS 7950 as shown upon the Record of Survey filed for record January 27, 2012 in Book 2012 of Maps at page 9, Marin County Records, marking the most northerly corner of the lands described in the deed from Douglas K. McVickar and Nancy McVickar, husband and wife to Ben Argov and Bryn Argov, husband and wife, dated June 8, 2011 Distribution Easement Rev. (02/2020) and recorded as Document Number 2011-0029440, Marin County Records and running thence along said general southeasterly boundary line (a) south 59° 08' 00" west 89.26 feet to the found nail and shiner stamped PLS 7950 marking the southwesterly terminus of a course (for identification only, said course as shown upon said Record of Survey, has a bearing of S 59° 08' 00" W 89.26 feet) being the TRUE POINT OF BEGINNING of said line; thence leaving said general southeasterly boundary line (1) north 47° 13' 06" west 20.00 feet, more or less to a point within said general northwesterly boundary line. The foregoing descriptions is based on a survey made by Grantee in May 2020. The basis of bearings used is based on a course in the northwesterly boundary line of said lands which course according to the Record of Survey filed for record January 27, 2012 in Book 2012 of Maps at page 9, Marin County Records, has a bearing of South 59°08’00” West and a distance of 89.26 feet. Grantor further grants to Grantee the right, from time to time, to trim or to cut down, without Grantee paying compensation, any and all trees and brush now or hereafter within said easement area, and shall have the further right, from time to time, to trim and cut down trees and brush along each side of said easement area which now or hereafter in the opinion of Grantee may interfere with or be a hazard to the facilities installed hereunder, or as Grantee deems necessary to comply with applicable state or federal regulations. Grantor also grants to Grantee the right to use such portion of said lands contiguous to said easement area as may be reasonably necessary in connection with the excavation, construction, reconstruction, replacement, removal, maintenance and inspection of said facilities. Grantor hereby covenants and agrees not to place or construct, nor allow a third party to place or construct, any building or other structure, or store flammable substances, or drill or operate any well, or construct any reservoir or other obstruction within said easement area, or diminish or substantially add to the ground level within said easement area, or construct any fences that will interfere with the maintenance and operation of said facilities. Grantor further grants to Grantee the right to apportion to another public utility (as defined in Section 216 of the California Public Utilities Code) the right to construct, reconstruct, replace, remove, maintain, inspect, and use the communications facilities within said easement area including ingress thereto and egress therefrom. The legal description herein, or the map attached hereto, defining the location of this utility distribution easement, was prepared by Grantee pursuant to Section 8730 (c) of the Business and Professions Code. This document may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Distribution Easement Rev. (02/2020) The provisions hereof shall inure to the benefit of and bind the successors and assigns of the respective parties hereto, and all covenants shall apply to and run with the land. Dated: __________________, _______. _________________________________ Sandra L. Sommers Distribution Easement Rev. (02/2020) State of California County of ) On __________________________, before me, Notary Public, Insert name personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature of Notary Public CAPACITY CLAIMED BY SIGNER [ ] Individual(s) signing for oneself/themselves [ ] Corporate Officer(s) of the above named corporation(s) [ ] Trustee(s) of the above named Trust(s) [ ] Partner(s) of the above named Partnership(s) [ ] Attorney(s)-in-Fact of the above named Principal(s) [ ] Other A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. RANCHO CORTE MADERA DEL PRESIDIO A.P.N. / 055-171-13 -__/ s, i9o5 A.P.N. 055-201-01 BEN ARGOV and BRYNARGOV Deed Dated June 8, 2011 . Doc. No. 2011-0029440 : APN: 055-201-34 i SANDRA L. SOMMERS Deed Dated August 20, 2002 Doc. No. 2002-0089416 Deed Dated July 30, 2010 Doc. No. 2010-003669 APN: 055-201-25 (lot) Marin County Records APN: 055-201-25 A.P.N. 055-201-35 UNLESS OTHERWISE SHOWN ALL COURSES EXTEND TO OR ALONG BOUNDARIES OR LINES Applicant: SCALE DATE SOMMERS COURT, TIBURON 1"=40' 6/1912020 (ii£~?2~/) TOWNSHIP RANGE MERIDIAN COUNTY OF: MARIN CITY OF: TIBURON 36 (lN) (6W) (MDBM) F.B.: DR.BY: KXJM CH.BY: DAKB PLAT MAP W-3401 NORTH BAY 31320249 31320249G REFERENCES 6 M 67; 29 OS 83, 2012 M 9 PG&E DIVISION AUTHORIZ DRAWING NO. Distribution Easement Rev. (02/2020) Attach to LD: 2401-06- Area, Region or Location: 7 Land Service Office: Santa Rosa Line of Business: Electric Distribution (43) Business Doc Type: Easements MTRSQ: (24.01.06.36.44) Rancho: Corte Madera Del Presidio FERC License Number: N/A PG&E Drawing Number: 31320249G Plat No.: VV-3401 LD of Affected Documents: N/A LD of Cross Referenced Documents: N/A Type of interest: Communication Easements (6), Electric Underground Easements (4) SBE Parcel: N/A % Being Quitclaimed: N/A Order or PM: 31320249 JCN: N/A County: Marin Utility Notice Number: N/A 851 Approval Application No: N/A ;Decision: N/A Prepared By: KXJM Checked By: DAK8 _____ Approved By: Revised by: Y:\GenlSvcs\Land\R_W 2018\Marin\31320249_Hawthorne Rule 20B, Tiburon\Working Files\31320249G.docx y a Sandra L. Sommers P.O. Box 292296 Sacramento, CA 95829 NOTICE OF INTENTION TO ADOPT A RESOLUTION OF NECESSITY TO ACQUIRE AN EASEMENT ACROSS A PORTION OF PROPERTY BY EMINENT DOMAIN; AUTHORIZING COMMENCEMENT OF LITIGATION TO ACQUIRE EASEMENT AND FOR ORDER OF POSSESSION TOWN OF TIBURON Re: Notice of Hearing Regarding Adoption of a Resolution of Necessity to Acquire an Easement by Eminent Domain [California Code of Civil Procedure section 1245.235]. 1. Notice of the Intent of the Town of Tiburon to adopt a Resolution of Necessity and Hearing. The Town Council of the Town of Tiburon (“Town Council”) intends to hold a hearing to consider whether a Resolution of Necessity should be adopted which, if adopted, will authorize the Town of Tiburon (“Town”) to acquire the real property described herein by eminent domain for the purpose of undergrounding existing overhead utilities as part of the Hawthorne Utility Undergrounding District Project (“Project”). Attached hereto as Exhibit A is a legal description and plat map depicting the property which is required for the Project. You are being sent this notice as your name appears on the last equalized Marin County Assessment Roll for this property. DATE OF HEARING: May 5, 2021 TIME OF HEARING: 5:00 p.m., or as soon as the matter may be heard PLACE OF HEARING: Consistent with the California Governor’s Executive Order N-29-20 promoting social distancing, there will be no physical or in-person meeting location available to the public. Instead, the meeting will be conducted by videoconference. The meeting will be accessible to the property owners and/or their representative to attend and give public comment via zoom. More information on how to participate in the hearing will be posted on the Town’s agenda 72 hours prior to the hearing date. 2. Notice of Your Right to Appear and Be Heard. You have the right to appear and be heard before the Town Council at the above scheduled hearing on the following matters and issues, and to have the Town Council give consideration to your Town ofTiburon • 1505 Tiburon Boulevard• Tiburon, CA 94920 • P. 415.435.7373 F. 415.435.2438 • www.townoftiburon.org Holli Thier Mayor Jon Welner Vice Mayor Alice Fredericks Councilmember David Kulik Councilmember Jack Ryan Councilmember GregChanis Town Manager 2 testimony prior to deciding whether or not to adopt the proposed Resolution of Necessity: (a) Whether the public interest and necessity require the Project; (b) Whether the Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; (c) Whether the easement sought to be acquired is necessary for the Project; (d) Whether the Town has complied with all conditions and statutory requirements necessary to exercise the power of eminent domain to acquire the property, as well as any other matter regarding the right to take said easement by eminent domain, including but not limited to, making the offer required by Government Code Section 7267.2(a); (e) The Town has fully complied with the California Environmental Quality Act, Public Resources Code section 21000 et seq. The statutes which authorize the Town to acquire the easement by eminent domain for the Project include, but are not limited to, Article 1, Section 19 of the Constitution of the State of California, and Section 37350.5 of the Government Code, and Section 1230.010 et seq. of the Code of Civil Procedure. 3. Failure to File a Written Request to Be Heard Within Fifteen (15) Days After the Notice was Mailed Will Result in Waiver of the Right to Appear and Be Heard. If you desire to be heard or to present information to the Town on this resolution, you are required by law to file a written request with the Town Clerk no later than fifteen (15) days from the date that this notice was mailed. You must file your request to be heard at the Office of the Town Clerk, Town of Tiburon, Town Hall, 1505 Tiburon Boulevard, Tiburon, CA 94920. If you mail a request to be heard, please keep in mind that it must be actually received by the Town Clerk no later than fifteen (15) days after the date this notice is mailed. See Code of Civil Procedure section 1245.235(b)(3). If you elect not to appear and be heard at this hearing, your decision not to appear and be heard will constitute a waiver of your right to challenge the right of the Town to acquire the property by eminent domain. Thus, the matters described in the Resolution of Necessity will be deemed to be established. 4. You Will Not Waive the Right to Claim Greater Compensation if You Do Not Appear at the Hearing. The amount of compensation to be paid for the property will not be decided or heard at this hearing. Your nonappearance at this noticed hearing will not prevent you from claiming compensation in an amount to be determined by a court of law under the laws of the State of California. This notice is 3 not intended to foreclose further ongoing negotiations between you and the representatives of the Town on the amount of compensation to be paid to you for your property. At this hearing, the Town Council will not make any determination about the amount of money to be paid for your property or to be offered to you. TOWN OF TIBURON By: Steven Palmer, PE Director of Public Works Dated and mailed on: April 16, 2021 EXHIBIT 5 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TIBURON, STATE OF CALIFORNIA, TO DETERMINE THE NECESSITY TO ACQUIRE PROPERTY BY EMINENT DOMAIN FOR THE HAWTHORNE UTILITY UNDERGROUNDING DISTRICT PROJECT TO RELOCATE EXISTING OVERHEAD UTILITIES UNDERGROUND; TO AUTHORIZE COMMENCEMENT OF LITIGATION TO ACQUIRE PROPERTY BY EMINENT DOMAIN; AND TO SEEK AN ORDER OF POSSESSION (CODE OF CIVIL PROCEDURE SECTION 1245.220) (FREDERICK C. WINSTON AND LISA B. WINSTON, APN 055-171-13) _______________________________________________________________________ WHEREAS, the City Council has determined that the Town of Tiburon (“Town”) needs to acquire a portion of property located at 650 Tiburon Boulevard, Tiburon, California, Assessor Parcel Number 055-171-13 (“Subject Property”), in order to construct the Hawthorne Utility Undergrounding District Project (“Project”); and WHEREAS, the Project involves relocating existing overhead utilities underground by trenching and installing conduit and utility box(s) within a proposed permanent nonexclusive easement (“the “Property”). During the construction period of approximately one month, utility poles and overhead lines may be removed. The Project will not affect structures or landscaping, and will result in the removal of utility lines from view of the Subject Property; and WHEREAS, the Subject Property is within the area of the Project, and acquisition of the Subject Property is necessary for the completion of the Project; and WHEREAS, the Town Council has considered all information related to this matter, as presented at the public meetings of the Town Council identified herein, including any supporting reports by Town Staff, and any information provided during public meetings. NOW, THEREFORE, BE IT RESOLVED, by the Town Council of the Town of Tiburon, as follows: 1. The Town Council hereby finds that the facts set forth in the recitals to this Resolution are true and correct, and establish the factual basis for the Town Council’s adoption of this Resolution. 2. The Town intends to advance the Hawthorne Utility Undergrounding District Project (“Project”), which will relocate existing overhead utilities underground at various locations in Town, including at the Subject Property. The Project is for a public use. 3. To complete construction on the Project, the Town desires to acquire a portion of the Subject Property located at 650 Tiburon Boulevard, Tiburon, California, Assessor Parcel No. 055-171-13, as a permanent nonexclusive easement (the “Property”). The Property is necessary to the completion of the Project. 4. The Property consists of approximately 5,655 square feet, as a permanent non-exclusive easement, as well as the associated improvements, including relocating existing overhead utilities underground by trenching and installing conduit and utility box(s) within the easement. During the construction period of approximately one month, utility poles and overhead lines may be removed. The Property is more particularly described and shown on Exhibit A attached to this Resolution and - incorporated herein. 5. The Town is authorized to acquire the Property by eminent domain for the public use set forth herein in accordance with the California Constitution, Article 1, Section 19; the California Eminent Domain Law, Code of Civil Procedure Section 1230.010 et seq., including, but not limited to, sections 1240.010 through 1240.050 inclusive, and sections 1240.110, 1240.120, 1240.220, 1240.350, 1240.410, 1240.510, 1240.610, 1240.650; Government Code Sections 37350.5, 38730, Streets & Highway Code Section 10102, and other provisions of law. 6. On April 16, 2021, the Town mailed a Notice of Intention to Adopt a Resolution of Necessity for acquisition by eminent domain of the Property, which notice is attached hereto as Exhibit B, and incorporated herein. The Notice of Intention to Adopt a Resolution of Necessity was mailed to all persons whose name(s) appear on the last Equalized County Assessment Roll as having an interest in the Property, and to the addresses appearing on the Roll. The Notice of Intention to Adopt a Resolution of Necessity advised the persons of their right to be heard on the matters referred to in the Notice on the date and at the time and place stated. 7. The hearing referenced in the Notice of Intention to Adopt a Resolution of Necessity was held on May 5, 2021, at the time and place stated in the Notice. All interested parties were given an opportunity to be heard. The hearing was then closed. 8. Based upon the evidence presented at the hearing, the Town Council of the Town of Tiburon finds, determines, declares, and resolves each of the following: A. The public interest and necessity require the proposed Project; B. The proposed Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; C. The interests in the Property sought to be acquired by eminent domain are necessary for the proposed Project; D. The Town has complied with all conditions and statutory requirements necessary to exercise the power of eminent domain to acquire the Property described herein, as well as any other matter regarding the right to take said property by eminent domain, including but not limited to, making the offer required by Government Code Section 7267.2(a); and E. The Town has fully complied with the California Environmental Quality Act, Public Resources Code Section 21000 et seq., for acquiring the Property described herein when the Town adopted a mitigated negative declaration for the Project on November 15, 2017. BE IT FURTHER RESOLVED by the Town Council of the Town of Tiburon, that the Town Attorney is hereby authorized to acquire in the name of the Town the Property described in this Resolution in accordance with the provisions of California Eminent Domain Law, to commence an action in eminent domain, to deposit the probable amount of compensation with the State Treasury, to apply to the Superior Court for an order permitting the Town to take immediate - possession and make immediate use of the Property for the Project, and to take all necessary steps to acquire the Property under the law. PASSED, APPROVED, AND ADOPTED by the Town Council of the Town of Tiburon at a regular meeting held this ________ day of ____________ 2021 by the following vote: AYES: NOES: ABSENT/ABSTAIN: __________________________________ ____________________, Mayor ATTEST: _________________________________ _____________________, Town Clerk List of Exhibits: A. Property Description B. Notice to Property Owners Distribution Easement (Rev.02/2020) RECORDING REQUESTED BY AND RETURN TO: PACIFIC GAS AND ELECTRIC COMPANY 245 Market Street, N10A, Room 1015 P.O. Box 770000 San Francisco, California 94177 Location: City/Uninc______________________ Recording Fee $_____________________________ Document Transfer Tax $ __________ [ ] This is a conveyance where the consideration and Value is less than $100.00 (R&T 11911). [ ] Computed on Full Value of Property Conveyed, or [ ] Computed on Full Value Less Liens & Encumbrances Remaining at Time of Sale [ ] Exempt from the fee per GC 27388.1 (a) (2); This document is subject to Documentary Transfer Tax Signature of declarant or agent determining tax (SPACE ABOVE FOR RECORDER'S USE ONLY) LD# 2401-06- EASEMENT DEED PM# 31320249 FREDRICK C. WINSTON and LISA B. WINSTON, as trustees of the Fredrick C. Winston and Lisa B. Winston 2008 Revocable Living Trust dated 10-30-08, hereinafter called Grantor, hereby grants to PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, hereinafter called Grantee, the right from time to time to excavate for, construct, reconstruct, install, replace (of initial or any other size), remove, maintain, inspect and use facilities of the type hereinafter specified, together with a right of way therefor, within the easement area as hereinafter set forth, and also ingress thereto and egress therefrom, over and across the lands of Grantor situated in the Town of Tiburon, County of Marin, State of California, described as follows: (APN 055-171-13) LANDS OF LOMAS as shown upon the Record of Survey Map filed for record December 30, 1991 in Book 29 of Maps at page 83, Marin County Records. The facilities and easement area are described as follows: Such underground conduits, pipes, manholes, service boxes, wires, cables, and electrical conductors; aboveground marker posts, risers, and service pedestals; underground and aboveground switches, fuses, terminals, and transformers with associated concrete pads; and fixtures and appurtenances necessary to any and all thereof, as Grantee deems necessary for the distribution of electric energy and communication purposes located within the strip of land described as follows: ROADWAY & UTILITY EASEMENT as shown upon said Record of Survey. Grantor further grants to Grantee the right, from time to time, to trim or to cut down, without Grantee paying compensation, any and all trees and brush now or hereafter within said easement area, and shall have the further right, from time to time, to trim and cut down trees and brush along each side of said easement area which now or hereafter in the opinion of Grantee may interfere with or be a hazard to the facilities installed hereunder, or as Grantee deems necessary to comply with applicable state or federal regulations. Distribution Easement Rev. (02/2020) Grantor also grants to Grantee the right to use such portion of said lands contiguous to said easement area as may be reasonably necessary in connection with the excavation, construction, reconstruction, replacement, removal, maintenance and inspection of said facilities. Grantor hereby covenants and agrees not to place or construct, nor allow a third party to place or construct, any building or other structure, or store flammable substances, or drill or operate any well, or construct any reservoir or other obstruction within said easement area, or diminish or substantially add to the ground level within said easement area, or construct any fences that will interfere with the maintenance and operation of said facilities. Grantor further grants to Grantee the right to apportion to another public utility (as defined in Section 216 of the California Public Utilities Code) the right to construct, reconstruct, replace, remove, maintain, inspect, and use the communications facilities within said easement area including ingress thereto and egress therefrom. The legal description herein, or the map attached hereto, defining the location of this utility distribution easement, was prepared by Grantee pursuant to Section 8730 (c) of the Business and Professions Code. This document may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. The provisions hereof shall inure to the benefit of and bind the successors and assigns of the respective parties hereto, and all covenants shall apply to and run with the land. Dated: __________________, _______. FREDRICK C. WINSTON and LISA B. WINSTON, as trustees of the Fredrick C. Winston and Lisa B. Winston 2008 Revocable Living Trust dated 10-30-08 _________________________________ Fredrick C. Winston, Trustee _________________________________ Lisa B. Winston, Trustee Distribution Easement Rev. (02/2020) State of California County of ) On __________________________, before me, Notary Public, Insert name personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature of Notary Public CAPACITY CLAIMED BY SIGNER [ ] Individual(s) signing for oneself/themselves [ ] Corporate Officer(s) of the above named corporation(s) [ ] Trustee(s) of the above named Trust(s) [ ] Partner(s) of the above named Partnership(s) [ ] Attorney(s)-in-Fact of the above named Principal(s) [ ] Other A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. RANCHO CORTE MADERA DEL PRESIDIO A.P.N. 055-171-11 A.P.N. 055-171-12 A.P.N. 055-201-01 FREDRICK C. WINSTON and LISA B. WINSTON, as trustees Deed Dated December 6, 2011 Doc.No. 2011-0064203 Marin County Records APN: 055-171-13 UNLESS OTHERWISE SHOWN ALL COURSES EXTEND TO OR ALONG BOUNDARIES OR LINES Applicant: SCALE DATE 650 TIBURON BLVD., TIBURON 1"=40' s;1;2020 SECTION TOWNSHIP RANGE MERIDIAN COUNTY OF: MARIN CITY OF: TIBURON (NW3o6f NW) (1N) (6W) (MDBM) F.B.: DR.BY: KXJM CH.BY: DAK8 PLAT MAP W-3401 PG&E NORTH BAY 31320249 31320249D REFERENCES 6 M 67; 29 OS 83 DIVISION AUTHORIZ DRAWING NO. Distribution Easement Rev. (02/2020) Attach to LD: 2401-06- Area, Region or Location: 7 Land Service Office: Santa Rosa Line of Business: Electric Distribution (43) Business Doc Type: Easements MTRSQ: (24.01.06.36.44) Rancho: Corte Madera Del Presidio FERC License Number: N/A PG&E Drawing Number: 31320249D Plat No.: VV-3401 LD of Affected Documents: N/A LD of Cross Referenced Documents: N/A Type of interest: Communication Easements (6), Electric Underground Easements (4) SBE Parcel: N/A % Being Quitclaimed: N/A Order or PM: 31320249 JCN: N/A County: Marin Utility Notice Number: N/A 851 Approval Application No: N/A ;Decision: N/A Prepared By: KXJM Checked By: DAK8 _____ Approved By: Revised by: Y:\GenlSvcs\Land\R_W 2018\Marin\31320249_Hawthorne Rule 20B, Tiburon\Working Files\31320249D.docx Y a Fredrick C. Winston Lisa B. Winston 650 Tiburon Boulevard Tiburon, CA 94920 NOTICE OF INTENTION TO ADOPT A RESOLUTION OF NECESSITY TO ACQUIRE AN EASEMENT ACROSS A PORTION OF PROPERTY BY EMINENT DOMAIN; AUTHORIZING COMMENCEMENT OF LITIGATION TO ACQUIRE EASEMENT AND FOR ORDER OF POSSESSION TOWN OF TIBURON Re: Notice of Hearing Regarding Adoption of a Resolution of Necessity to Acquire an Easement by Eminent Domain [California Code of Civil Procedure section 1245.235]. 1. Notice of the Intent of the Town of Tiburon to adopt a Resolution of Necessity and Hearing. The Town Council of the Town of Tiburon (“Town Council”) intends to hold a hearing to consider whether a Resolution of Necessity should be adopted which, if adopted, will authorize the Town of Tiburon (“Town”) to acquire the real property described herein by eminent domain for the purpose of undergrounding existing overhead utilities as part of the Hawthorne Utility Undergrounding District Project (“Project”). Attached hereto as Exhibit A is a legal description and plat map depicting the property which is required for the Project. You are being sent this notice as your name appears on the last equalized Marin County Assessment Roll for this property. DATE OF HEARING: May 5, 2021 TIME OF HEARING: 5:00 p.m., or as soon as the matter may be heard PLACE OF HEARING: Consistent with the California Governor’s Executive Order N-29-20 promoting social distancing, there will be no physical or in-person meeting location available to the public. Instead, the meeting will be conducted by videoconference. The meeting will be accessible to the property owners and/or their representative to attend and give public comment via zoom. More information on how to participate in the hearing will be posted on the Town’s agenda 72 hours prior to the hearing date. 2. Notice of Your Right to Appear and Be Heard. You have the right to appear and be heard before the Town Council at the above scheduled hearing on the following matters and issues, and to have the Town Council give consideration to your Town ofTiburon • 1505 Tiburon Boulevard• Tiburon, CA 94920 • P. 415.435.7373 F. 415.435.2438 • www.townoftiburon.org Holli Thier Mayor Jon Welner Vice Mayor Alice Fredericks Councilmember David Kulik Councilmember Jack Ryan Councilmember GregChanis Town Manager 2 testimony prior to deciding whether or not to adopt the proposed Resolution of Necessity: (a) Whether the public interest and necessity require the Project; (b) Whether the Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; (c) Whether the easement sought to be acquired is necessary for the Project; (d) Whether the Town has complied with all conditions and statutory requirements necessary to exercise the power of eminent domain to acquire the property, as well as any other matter regarding the right to take said easement by eminent domain, including but not limited to, making the offer required by Government Code Section 7267.2(a); (e) The Town has fully complied with the California Environmental Quality Act, Public Resources Code section 21000 et seq. The statutes which authorize the Town to acquire the easement by eminent domain for the Project include, but are not limited to, Article 1, Section 19 of the Constitution of the State of California, and Section 37350.5 of the Government Code, and Section 1230.010 et seq. of the Code of Civil Procedure. 3. Failure to File a Written Request to Be Heard Within Fifteen (15) Days After the Notice was Mailed Will Result in Waiver of the Right to Appear and Be Heard. If you desire to be heard or to present information to the Town on this resolution, you are required by law to file a written request with the Town Clerk no later than fifteen (15) days from the date that this notice was mailed. You must file your request to be heard at the Office of the Town Clerk, Town of Tiburon, Town Hall, 1505 Tiburon Boulevard, Tiburon, CA 94920. If you mail a request to be heard, please keep in mind that it must be actually received by the Town Clerk no later than fifteen (15) days after the date this notice is mailed. See Code of Civil Procedure section 1245.235(b)(3). If you elect not to appear and be heard at this hearing, your decision not to appear and be heard will constitute a waiver of your right to challenge the right of the Town to acquire the property by eminent domain. Thus, the matters described in the Resolution of Necessity will be deemed to be established. 4. You Will Not Waive the Right to Claim Greater Compensation if You Do Not Appear at the Hearing. The amount of compensation to be paid for the property will not be decided or heard at this hearing. Your nonappearance at this noticed hearing will not prevent you from claiming compensation in an amount to be determined by a court of law under the laws of the State of California. This notice is 3 not intended to foreclose further ongoing negotiations between you and the representatives of the Town on the amount of compensation to be paid to you for your property. At this hearing, the Town Council will not make any determination about the amount of money to be paid for your property or to be offered to you. TOWN OF TIBURON By: Steven Palmer, PE Director of Public Works Dated and mailed on: April 16, 2021 EXHIBIT 6 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TIBURON, STATE OF CALIFORNIA, TO DETERMINE THE NECESSITY TO ACQUIRE PROPERTY BY EMINENT DOMAIN FOR THE HAWTHORNE UTILITY UNDERGROUNDING DISTRICT PROJECT TO RELOCATE EXISTING OVERHEAD UTILITIES UNDERGROUND; TO AUTHORIZE COMMENCEMENT OF LITIGATION TO ACQUIRE PROPERTY BY EMINENT DOMAIN; AND TO SEEK AN ORDER OF POSSESSION (CODE OF CIVIL PROCEDURE SECTION 1245.220) (JUDY L. BELL, APN 055-201-35) _______________________________________________________________________ WHEREAS, the City Council has determined that the Town of Tiburon (“Town”) needs to acquire a portion of property located at 4 Palmer Court, Tiburon, California, Assessor Parcel Number 055-201-35 (“Subject Property”), in order to construct the Hawthorne Utility Undergrounding District Project (“Project”); and WHEREAS, the Project involves relocating existing overhead utilities underground by trenching and installing conduit and utility box(s) within a proposed permanent nonexclusive easement (the “Property”). During the construction period of approximately one month, utility poles and overhead lines may be removed. The Project will not affect structures or landscaping, and will result in the removal of utility lines from view of the Subject Property; and WHEREAS, the Subject Property is within the area of the Project, and acquisition of the Property is necessary for the completion of the Project; and WHEREAS, the Town Council has considered all information related to this matter, as presented at the public meetings of the Town Council identified herein, including any supporting reports by Town Staff, and any information provided during public meetings. NOW, THEREFORE, BE IT RESOLVED, by the Town Council of the Town of Tiburon, as follows: 1. The Town Council hereby finds that the facts set forth in the recitals to this Resolution are true and correct, and establish the factual basis for the Town Council’s adoption of this Resolution. 2. The Town intends to advance the Hawthorne Utility Undergrounding District Project (“Project”), which will relocate existing overhead utilities underground at various locations in Town, including at the Subject Property. The Project is for a public use. 3. To complete construction on the Project, the Town desires to acquire a portion of the Subject Property located at 4 Palmer Court, Tiburon, California, Assessor Parcel No. 055-201-35, as a permanent nonexclusive easement (the “Property”). The Property is necessary to the completion of the Project. 4. The Property consists of approximately 435 square feet, as a permanent non-exclusive easement, as well as the associated improvements, including relocating existing overhead utilities underground by trenching and installing conduit and utility box(s) within the easement. During the construction period of approximately one month, utility poles and overhead lines may be removed. The Property is more particularly described and shown on Exhibit A attached to this Resolution and incorporated herein. - 5. The Town is authorized to acquire the Property by eminent domain for the public use set forth herein in accordance with the California Constitution, Article 1, Section 19; the California Eminent Domain Law, Code of Civil Procedure Section 1230.010 et seq., including, but not limited to, sections 1240.010 through 1240.050 inclusive, and sections 1240.110, 1240.120, 1240.220, 1240.350, 1240.410, 1240.510, 1240.610, 1240.650; Government Code Sections 37350.5, 38730, Streets & Highway Code Section 10102, and other provisions of law. 6. On April 16, 2021, the Town mailed a Notice of Intention to Adopt a Resolution of Necessity for acquisition by eminent domain of the Property, which notice is attached hereto as Exhibit B, and incorporated herein. The Notice of Intention to Adopt a Resolution of Necessity was mailed to all persons whose name(s) appear on the last Equalized County Assessment Roll as having an interest in the Property, and to the addresses appearing on the Roll. The Notice of Intention to Adopt a Resolution of Necessity advised the persons of their right to be heard on the matters referred to in the Notice on the date and at the time and place stated. 7. The hearing referenced in the Notice of Intention to Adopt a Resolution of Necessity was held on May 5, 2021, at the time and place stated in the Notice. All interested parties were given an opportunity to be heard. The hearing was then closed. 8. Based upon the evidence presented at the hearing, the Town Council of the Town of Tiburon finds, determines, declares, and resolves each of the following: A. The public interest and necessity require the proposed Project; B. The proposed Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; C. The interests in the Property sought to be acquired by eminent domain are necessary for the proposed Project; D. The Town has complied with all conditions and statutory requirements necessary to exercise the power of eminent domain to acquire the Property described herein, as well as any other matter regarding the right to take said property by eminent domain, including but not limited to, making the offer required by Government Code Section 7267.2(a); and E. The Town has fully complied with the California Environmental Quality Act, Public Resources Code Section 21000 et seq., for acquiring the Property described herein when the Town adopted a mitigated negative declaration for the Project on November 15, 2017. BE IT FURTHER RESOLVED by the Town Council of the Town of Tiburon, that the Town Attorney is hereby authorized to acquire in the name of the Town the Property described in this Resolution in accordance with the provisions of California Eminent Domain Law, to commence an action in eminent domain, to deposit the probable amount of compensation with the State Treasury, to apply to the Superior Court for an order permitting the Town to take immediate possession and make immediate use of the Property for the Project, and to take all necessary - - steps to acquire the Property under the law. PASSED, APPROVED, AND ADOPTED by the Town Council of the Town of Tiburon at a regular meeting held this ________ day of ____________ 2021 by the following vote: AYES: NOES: ABSENT/ABSTAIN: __________________________________ ____________________, Mayor ATTEST: _________________________________ _____________________, Town Clerk List of Exhibits: A. Property Description B. Notice to Property Owners Distribution Easement (Rev.02/2020) RECORDING REQUESTED BY AND RETURN TO: PACIFIC GAS AND ELECTRIC COMPANY 245 Market Street, N10A, Room 1015 P.O. Box 770000 San Francisco, California 94177 Location: City/Uninc______________________ Recording Fee $_____________________________ Document Transfer Tax $ __________ [ ] This is a conveyance where the consideration and Value is less than $100.00 (R&T 11911). [ ] Computed on Full Value of Property Conveyed, or [ ] Computed on Full Value Less Liens & Encumbrances Remaining at Time of Sale [ ] Exempt from the fee per GC 27388.1 (a) (2); This document is subject to Documentary Transfer Tax Signature of declarant or agent determining tax (SPACE ABOVE FOR RECORDER'S USE ONLY) LD# 2401-06- EASEMENT DEED PM# 31320249 JUDY L. BELL, as trustee of the Judy L. Bell Revocable Living Trust under agreement dated February 26, 1993, hereinafter called Grantor, hereby grants to PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, hereinafter called Grantee, the right from time to time to excavate for, construct, reconstruct, install, replace (of initial or any other size), remove, maintain, inspect and use facilities of the type hereinafter specified, together with a right of way therefor, within the easement area as hereinafter set forth, and also ingress thereto and egress therefrom, over and across the lands of Grantor situated in the Town of Tiburon, County of Marin, State of California, described as follows: (APN 055-201-35) The parcel of land described and designated PARCEL THREE in the deed from Judy L. Bell to Judy L. Bell, trustee dated April 26, 1993 and recorded as Document Number 93-040780, Marin County Records. The facilities and easement area are described as follows: Such underground conduits, pipes, manholes, service boxes, wires, cables, and electrical conductors; aboveground marker posts, risers, and service pedestals; underground and aboveground switches, fuses, terminals, and transformers with associated concrete pads; and fixtures and appurtenances necessary to any and all thereof, as Grantee deems necessary for the distribution of electric energy and communication purposes located within the strip of land described as follows: A strip of land of the uniform width of 10 feet lying contiguous to and southeasterly of the northwesterly boundary line of said lands and extending from the westerly boundary line of said lands northeasterly approximately 42 feet to the southwesterly boundary line of Palmer Court, a town road. Grantor further grants to Grantee the right, from time to time, to trim or to cut down, without Grantee paying compensation, any and all trees and brush now or hereafter within said easement area, and shall have the further right, from time to time, to trim and cut down trees and brush along each side of said Distribution Easement Rev. (02/2020) easement area which now or hereafter in the opinion of Grantee may interfere with or be a hazard to the facilities installed hereunder, or as Grantee deems necessary to comply with applicable state or federal regulations. Grantor also grants to Grantee the right to use such portion of said lands contiguous to said easement area as may be reasonably necessary in connection with the excavation, construction, reconstruction, replacement, removal, maintenance and inspection of said facilities. Grantor hereby covenants and agrees not to place or construct, nor allow a third party to place or construct, any building or other structure, or store flammable substances, or drill or operate any well, or construct any reservoir or other obstruction within said easement area, or diminish or substantially add to the ground level within said easement area, or construct any fences that will interfere with the maintenance and operation of said facilities. Grantor further grants to Grantee the right to apportion to another public utility (as defined in Section 216 of the California Public Utilities Code) the right to construct, reconstruct, replace, remove, maintain, inspect, and use the communications facilities within said easement area including ingress thereto and egress therefrom. The legal description herein, or the map attached hereto, defining the location of this utility distribution easement, was prepared by Grantee pursuant to Section 8730 (c) of the Business and Professions Code. This document may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. The provisions hereof shall inure to the benefit of and bind the successors and assigns of the respective parties hereto, and all covenants shall apply to and run with the land. Dated: __________________, _______. JUDY L. BELL, as trustee of the Judy L. Bell Revocable Living Trust under agreement dated February 26, 1993 _________________________________ Judy L. Bell, Trustee Distribution Easement Rev. (02/2020) State of California County of ) On __________________________, before me, Notary Public, Insert name personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature of Notary Public CAPACITY CLAIMED BY SIGNER [ ] Individual(s) signing for oneself/themselves [ ] Corporate Officer(s) of the above named corporation(s) [ ] Trustee(s) of the above named Trust(s) [ ] Partner(s) of the above named Partnership(s) [ ] Attorney(s)-in-Fact of the above named Principal(s) [ ] Other A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. RANCHO CORTE MADERA DEL PRESIDIO A.P.N. / 055-171-13 -__/ s, i9o5 A.P.N. 055-201-01 JUDY L. BELL, trustee Deed Dated April 26, 1993 Doc. No. 93-040780 A.P.N. 055-201-34 PARCEL ONE, TWO, THREE Marin County Records APN: 055-201-35 UNLESS OTHERWISE SHOWN ALL COURSES EXTEND TO OR ALONG BOUNDARIES OR LINES Applicant: SCALE DATE 4 PALMER COURT, TIBURON 1"=40' 6/1a12020 (ii£~?2~/) TOWNSHIP RANGE MERIDIAN COUNTY OF: MARIN CITY OF: TIBURON 36 (lN) (6W) (MDBM) F.B.: DR.BY: KXJM CH.BY: DAKB PLAT MAP W-3401 NORTH BAY 31320249 31320249E REFERENCES 6 M 67; 29 OS 83, 2012 M 9 PG&E DIVISION AUTHORIZ DRAWING NO. Distribution Easement Rev. (02/2020) Attach to LD: 2401-06- Area, Region or Location: 7 Land Service Office: Santa Rosa Line of Business: Electric Distribution (43) Business Doc Type: Easements MTRSQ: (24.01.06.36.44) Rancho: Corte Madera Del Presidio FERC License Number: N/A PG&E Drawing Number: 31320249E Plat No.: VV-3401 LD of Affected Documents: N/A LD of Cross Referenced Documents: N/A Type of interest: Communication Easements (6), Electric Underground Easements (4) SBE Parcel: N/A % Being Quitclaimed: N/A Order or PM: 31320249 JCN: N/A County: Marin Utility Notice Number: N/A 851 Approval Application No: N/A ;Decision: N/A Prepared By: KXJM Checked By: DAK8 _____ Approved By: Revised by: Y:\GenlSvcs\Land\R_W 2018\Marin\31320249_Hawthorne Rule 20B, Tiburon\Working Files\31320249E.docx y a Judy L. Bell Revocable Living Trust P.O. Box 859 Tiburon, CA 94920 NOTICE OF INTENTION TO ADOPT A RESOLUTION OF NECESSITY TO ACQUIRE AN EASEMENT ACROSS A PORTION OF PROPERTY BY EMINENT DOMAIN; AUTHORIZING COMMENCEMENT OF LITIGATION TO ACQUIRE EASEMENT AND FOR ORDER OF POSSESSION TOWN OF TIBURON Re: Notice of Hearing Regarding Adoption of a Resolution of Necessity to Acquire an Easement by Eminent Domain [California Code of Civil Procedure section 1245.235]. 1. Notice of the Intent of the Town of Tiburon to adopt a Resolution of Necessity and Hearing. The Town Council of the Town of Tiburon (“Town Council”) intends to hold a hearing to consider whether a Resolution of Necessity should be adopted which, if adopted, will authorize the Town of Tiburon (“Town”) to acquire the real property described herein by eminent domain for the purpose of undergrounding existing overhead utilities as part of the Hawthorne Utility Undergrounding District Project (“Project”). Attached hereto as Exhibit A is a legal description and plat map depicting the property which is required for the Project. You are being sent this notice as your name appears on the last equalized Marin County Assessment Roll for this property. DATE OF HEARING: May 5, 2021 TIME OF HEARING: 5:00 p.m., or as soon as the matter may be heard PLACE OF HEARING: Consistent with the California Governor’s Executive Order N-29-20 promoting social distancing, there will be no physical or in-person meeting location available to the public. Instead, the meeting will be conducted by videoconference. The meeting will be accessible to the property owners and/or their representative to attend and give public comment via zoom. More information on how to participate in the hearing will be posted on the Town’s agenda 72 hours prior to the hearing date. 2. Notice of Your Right to Appear and Be Heard. You have the right to appear and be heard before the Town Council at the above scheduled hearing on the following matters and issues, and to have the Town Council give consideration to your Town ofTiburon • 1505 Tiburon Boulevard• Tiburon, CA 94920 • P. 415.435.7373 F. 415.435.2438 • www.townoftiburon.org Holli Thier Mayor Jon Welner Vice Mayor Alice Fredericks Councilmember David Kulik Councilmember Jack Ryan Councilmember GregChanis Town Manager 2 testimony prior to deciding whether or not to adopt the proposed Resolution of Necessity: (a) Whether the public interest and necessity require the Project; (b) Whether the Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; (c) Whether the easement sought to be acquired is necessary for the Project; (d) Whether the Town has complied with all conditions and statutory requirements necessary to exercise the power of eminent domain to acquire the property, as well as any other matter regarding the right to take said easement by eminent domain, including but not limited to, making the offer required by Government Code Section 7267.2(a); (e) The Town has fully complied with the California Environmental Quality Act, Public Resources Code section 21000 et seq. The statutes which authorize the Town to acquire the easement by eminent domain for the Project include, but are not limited to, Article 1, Section 19 of the Constitution of the State of California, and Section 37350.5 of the Government Code, and Section 1230.010 et seq. of the Code of Civil Procedure. 3. Failure to File a Written Request to Be Heard Within Fifteen (15) Days After the Notice was Mailed Will Result in Waiver of the Right to Appear and Be Heard. If you desire to be heard or to present information to the Town on this resolution, you are required by law to file a written request with the Town Clerk no later than fifteen (15) days from the date that this notice was mailed. You must file your request to be heard at the Office of the Town Clerk, Town of Tiburon, Town Hall, 1505 Tiburon Boulevard, Tiburon, CA 94920. If you mail a request to be heard, please keep in mind that it must be actually received by the Town Clerk no later than fifteen (15) days after the date this notice is mailed. See Code of Civil Procedure section 1245.235(b)(3). If you elect not to appear and be heard at this hearing, your decision not to appear and be heard will constitute a waiver of your right to challenge the right of the Town to acquire the property by eminent domain. Thus, the matters described in the Resolution of Necessity will be deemed to be established. 4. You Will Not Waive the Right to Claim Greater Compensation if You Do Not Appear at the Hearing. The amount of compensation to be paid for the property will not be decided or heard at this hearing. Your nonappearance at this noticed hearing will not prevent you from claiming compensation in an amount to be determined by a court of law under the laws of the State of California. This notice is 3 not intended to foreclose further ongoing negotiations between you and the representatives of the Town on the amount of compensation to be paid to you for your property. At this hearing, the Town Council will not make any determination about the amount of money to be paid for your property or to be offered to you. TOWN OF TIBURON By: Steven Palmer, PE Director of Public Works Dated and mailed on: April 16, 2021 EXHIBIT 7 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TIBURON, STATE OF CALIFORNIA, TO DETERMINE THE NECESSITY TO ACQUIRE PROPERTY BY EMINENT DOMAIN FOR THE HAWTHORNE UTILITY UNDERGROUNDING DISTRICT PROJECT TO RELOCATE EXISTING OVERHEAD UTILITIES UNDERGROUND; TO AUTHORIZE COMMENCEMENT OF LITIGATION TO ACQUIRE PROPERTY BY EMINENT DOMAIN; AND TO SEEK AN ORDER OF POSSESSION (CODE OF CIVIL PROCEDURE SECTION 1245.220) (BEN ARGOV, APN 055-201-34) _______________________________________________________________________ WHEREAS, the City Council has determined that the Town of Tiburon (“Town”) needs to acquire a portion of property located at 2 Palmer Court, Tiburon, California, Assessor Parcel Number 055-201-34 (“Subject Property”), in order to construct the Hawthorne Utility Undergrounding District Project (“Project”); and WHEREAS, the Project involves relocating existing overhead utilities underground by trenching and installing conduit and utility box(s) within a proposed permanent nonexclusive easement (the “Property”). During the construction period of approximately one month, utility poles and overhead lines may be removed. The Project will not affect structures or landscaping, and will result in the removal of utility lines from view of the Subject Property; and WHEREAS, the Subject Property is within the area of the Project, and acquisition of the Property is necessary for the completion of the Project; and WHEREAS, the Town Council has considered all information related to this matter, as presented at the public meetings of the Town Council identified herein, including any supporting reports by Town Staff, and any information provided during public meetings. NOW, THEREFORE, BE IT RESOLVED, by the Town Council of the Town of Tiburon, as follows: 1. The Town Council hereby finds that the facts set forth in the recitals to this Resolution are true and correct, and establish the factual basis for the Town Council’s adoption of this Resolution. 2. The Town intends to advance the Hawthorne Utility Undergrounding District Project (“Project”), which will relocate existing overhead utilities underground at various locations in Town, including at the Subject Property. The Project is for a public use. 3. To complete construction on the Project, the Town desires to acquire a portion of the Subject Property located at 2 Palmer Court, Tiburon, California, Assessor Parcel No. 055-201-34, as a permanent nonexclusive easement (the “Property”). The Property is necessary to the completion of the Project. 4. The Property consists of approximately 973 square feet, as a permanent non-exclusive easement, as well as the associated improvements, including relocating existing overhead utilities underground by trenching and installing conduit and utility box(s) within the easement. During the construction period of approximately one month, utility poles and overhead lines may be removed. The Property is more particularly described and shown on Exhibit A attached to this Resolution and incorporated herein. 5. The Town is authorized to acquire the Property by eminent domain for the public use set forth herein in accordance with the California Constitution, Article 1, Section 19; the California Eminent Domain Law, Code of Civil Procedure Section 1230.010 et seq., including, but not limited to, sections 1240.010 through 1240.050 inclusive, and sections 1240.110, 1240.120, 1240.220, 1240.350, 1240.410, 1240.510, 1240.610, 1240.650; Government Code Sections 37350.5, 38730, Streets & Highway Code Section 10102, and other provisions of law. 6. On April 16, 2021, the Town mailed a Notice of Intention to Adopt a Resolution of Necessity for acquisition by eminent domain of the Easement, which notice is attached hereto as Exhibit B, and incorporated herein. The Notice of Intention to Adopt a Resolution of Necessity was mailed to all persons whose name(s) appear on the last Equalized County Assessment Roll as having an interest in the Property, and to the addresses appearing on the Roll. The Notice of Intention to Adopt a Resolution of Necessity advised the persons of their right to be heard on the matters referred to in the Notice on the date and at the time and place stated. 7. The hearing referenced in the Notice of Intention to Adopt a Resolution of Necessity was held on May 5, 2021, at the time and place stated in the Notice. All interested parties were given an opportunity to be heard. The hearing was then closed. 8. Based upon the evidence presented at the hearing, the Town Council of the Town of Tiburon finds, determines, declares, and resolves each of the following: A. The public interest and necessity require the proposed Project; B. The proposed Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; C. The interests in the Property sought to be acquired by eminent domain are necessary for the proposed Project; D. The Town has complied with all conditions and statutory requirements necessary to exercise the power of eminent domain to acquire the Property described herein, as well as any other matter regarding the right to take said property by eminent domain, including but not limited to, making the offer required by Government Code Section 7267.2(a); and E. The Town has fully complied with the California Environmental Quality Act, Public Resources Code Section 21000 et seq., for acquiring the Property described herein when the Town adopted a mitigated negative declaration for the project on November 15, 2017. BE IT FURTHER RESOLVED by the Town Council of the Town of Tiburon, that the Town Attorney is hereby authorized to acquire in the name of the Town the Property described in this Resolution in accordance with the provisions of California Eminent Domain Law, to commence an action in eminent domain, to deposit the probable amount of compensation with the State Treasury, to apply to the Superior Court for an order permitting the Town to take immediate possession and make immediate use of the Property for the Project, and to take all necessary - steps to acquire the Property under the law. PASSED, APPROVED, AND ADOPTED by the Town Council of the Town of Tiburon at a regular meeting held this ________ day of ____________ 2021 by the following vote: AYES: NOES: ABSENT/ABSTAIN: __________________________________ ____________________, Mayor ATTEST: _________________________________ _____________________, Town Clerk List of Exhibits: A. Property Description B. Notice to Property Owners Distribution Easement (Rev.02/2020) RECORDING REQUESTED BY AND RETURN TO: PACIFIC GAS AND ELECTRIC COMPANY 245 Market Street, N10A, Room 1015 P.O. Box 770000 San Francisco, California 94177 Location: City/Uninc______________________ Recording Fee $_____________________________ Document Transfer Tax $ __________ [ ] This is a conveyance where the consideration and Value is less than $100.00 (R&T 11911). [ ] Computed on Full Value of Property Conveyed, or [ ] Computed on Full Value Less Liens & Encumbrances Remaining at Time of Sale [ ] Exempt from the fee per GC 27388.1 (a) (2); This document is subject to Documentary Transfer Tax Signature of declarant or agent determining tax (SPACE ABOVE FOR RECORDER'S USE ONLY) LD# 2401-06- EASEMENT DEED PM# 31320249 BEN ARGOV and BRYN ARGOV, husband and wife, hereinafter called Grantor, hereby grants to PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, hereinafter called Grantee, the right from time to time to excavate for, construct, reconstruct, install, replace (of initial or any other size), remove, maintain, inspect and use facilities of the type hereinafter specified, together with a right of way therefor, within the easement area as hereinafter set forth, and also ingress thereto and egress therefrom, over and across the lands of Grantor situated in the Town of Tiburon, County of Marin, State of California, described as follows: (APN 055-201-34) The parcel of land described and designated PARCEL TWO in the deed from Douglas K. McVickar and Nancy McVickar, husband and wife to Ben Argov and Bryn Argov dated June 8, 2011 and recorded as Document Number 2011-0029440, Marin County Records. The facilities and easement area are described as follows: Such underground conduits, pipes, manholes, service boxes, wires, cables, and electrical conductors; aboveground marker posts, risers, and service pedestals; underground and aboveground switches, fuses, terminals, and transformers with associated concrete pads; and fixtures and appurtenances necessary to any and all thereof, as Grantee deems necessary for the distribution of electric energy and communication purposes located within the strip of land described as follows: A strip of land of the uniform width of 10 feet extending from the northeasterly boundary line of said lands southwesterly and lying contiguous to and southeasterly of the line described as follows: Beginning at the found nail and shiner stamped PLS 7950 as shown upon the Record of Survey filed for record January 27, 2012 in Book 2012 of Maps at page 9, Marin County Records, marking the most northerly corner of said lands and running thence along the general northwesterly boundary line of said lands Distribution Easement Rev. (02/2020) (1) south 59° 08' 00" west 89.26 feet to the found nail and shiner stamped PLS 7950 marking the southwesterly terminus of a course in said general northwesterly boundary line (for identification only, said course as shown upon said Record of Survey, has a bearing of S 59° 08' 00" W 89.26 feet); thence continuing along said general northwesterly boundary line (2) south 42° 46' 54" west 10.00 feet to a point in said general northwesterly boundary line; excepting therefrom the portion thereof lying outside the boundary lines of said lands. The foregoing descriptions is based on a survey made by Grantee in May 2020. The basis of bearings used is based on a course in the northwesterly boundary line of said lands which course according to the Record of Survey filed for record January 27, 2012 in Book 2012 of Maps at page 9, Marin County Records, has a bearing of South 59°08’00” West and a distance of 89.26 feet. Grantor further grants to Grantee the right, from time to time, to trim or to cut down, without Grantee paying compensation, any and all trees and brush now or hereafter within said easement area, and shall have the further right, from time to time, to trim and cut down trees and brush along each side of said easement area which now or hereafter in the opinion of Grantee may interfere with or be a hazard to the facilities installed hereunder, or as Grantee deems necessary to comply with applicable state or federal regulations. Grantor also grants to Grantee the right to use such portion of said lands contiguous to said easement area as may be reasonably necessary in connection with the excavation, construction, reconstruction, replacement, removal, maintenance and inspection of said facilities. Grantor hereby covenants and agrees not to place or construct, nor allow a third party to place or construct, any building or other structure, or store flammable substances, or drill or operate any well, or construct any reservoir or other obstruction within said easement area, or diminish or substantially add to the ground level within said easement area, or construct any fences that will interfere with the maintenance and operation of said facilities. Grantor further grants to Grantee the right to apportion to another public utility (as defined in Section 216 of the California Public Utilities Code) the right to construct, reconstruct, replace, remove, maintain, inspect, and use the communications facilities within said easement area including ingress thereto and egress therefrom. The legal description herein, or the map attached hereto, defining the location of this utility distribution easement, was prepared by Grantee pursuant to Section 8730 (c) of the Business and Professions Code. This document may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Distribution Easement Rev. (02/2020) The provisions hereof shall inure to the benefit of and bind the successors and assigns of the respective parties hereto, and all covenants shall apply to and run with the land. Dated: __________________, _______. _________________________________ Ben Argov _________________________________ Bryn Argov Distribution Easement Rev. (02/2020) State of California County of ) On __________________________, before me, Notary Public, Insert name personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature of Notary Public CAPACITY CLAIMED BY SIGNER [ ] Individual(s) signing for oneself/themselves [ ] Corporate Officer(s) of the above named corporation(s) [ ] Trustee(s) of the above named Trust(s) [ ] Partner(s) of the above named Partnership(s) [ ] Attorney(s)-in-Fact of the above named Principal(s) [ ] Other A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. RANCHO CORTE MADERA DEL PRESIDIO A.P.N. / 055-171-13 -__/ s, i9o5 BEN ARGOV and BRYNARGOV A.P.N. 055-201-01 Deed Dated June 8, 2011 Doc. No. 2011-0029440 PARCEL ONE, TWO Marin County Records APN: 055-201-34 A.P.N. 055-201-35 UNLESS OTHERWISE SHOWN ALL COURSES EXTEND TO OR ALONG BOUNDARIES OR LINES Applicant: SCALE DATE 2 PALMER COURT, TIBURON 1"=40' 6/19/2020 (ii£~?2~/) TOWNSHIP RANGE MERIDIAN COUNTY OF: MARIN CITY OF: TIBURON 36 (lN) (6W) (MDBM) F.B.: DR.BY: KXJM CH.BY: DAKB PLAT MAP W-3401 NORTH BAY 31320249 31320249F REFERENCES 6 M 67; 29 OS 83, 2012 M 9 PG&E DIVISION AUTHORIZ DRAWING NO. Distribution Easement Rev. (02/2020) Attach to LD: 2401-06- Area, Region or Location: 7 Land Service Office: Santa Rosa Line of Business: Electric Distribution (43) Business Doc Type: Easements MTRSQ: (24.01.06.36.44) Rancho: Corte Madera Del Presidio FERC License Number: N/A PG&E Drawing Number: 31320249F Plat No.: VV-3401 LD of Affected Documents: N/A LD of Cross Referenced Documents: N/A Type of interest: Communication Easements (6), Electric Underground Easements (4) SBE Parcel: N/A % Being Quitclaimed: N/A Order or PM: 31320249 JCN: N/A County: Marin Utility Notice Number: N/A 851 Approval Application No: N/A ;Decision: N/A Prepared By: KXJM Checked By: DAK8 _____ Approved By: Revised by: Y:\GenlSvcs\Land\R_W 2018\Marin\31320249_Hawthorne Rule 20B, Tiburon\Working Files\31320249F.docx Ben Argov Bryn Argov 2 Palmer Court Tiburon, CA 94920 NOTICE OF INTENTION TO ADOPT A RESOLUTION OF NECESSITY TO ACQUIRE AN EASEMENT ACROSS A PORTION OF PROPERTY BY EMINENT DOMAIN; AUTHORIZING COMMENCEMENT OF LITIGATION TO ACQUIRE EASEMENT AND FOR ORDER OF POSSESSION TOWN OF TIBURON Re: Notice of Hearing Regarding Adoption of a Resolution of Necessity to Acquire an Easement by Eminent Domain [California Code of Civil Procedure section 1245.235]. 1. Notice of the Intent of the Town of Tiburon to adopt a Resolution of Necessity and Hearing. The Town Council of the Town of Tiburon (“Town Council”) intends to hold a hearing to consider whether a Resolution of Necessity should be adopted which, if adopted, will authorize the Town of Tiburon (“Town”) to acquire the real property described herein by eminent domain for the purpose of undergrounding existing overhead utilities as part of the Hawthorne Utility Undergrounding District Project (“Project”). Attached hereto as Exhibit A is a legal description and plat map depicting the property which is required for the Project. You are being sent this notice as your name appears on the last equalized Marin County Assessment Roll for this property. DATE OF HEARING: May 5, 2021 TIME OF HEARING: 5:00 p.m., or as soon as the matter may be heard PLACE OF HEARING: Consistent with the California Governor’s Executive Order N-29-20 promoting social distancing, there will be no physical or in-person meeting location available to the public. Instead, the meeting will be conducted by videoconference. The meeting will be accessible to the property owners and/or their representative to attend and give public comment via zoom. More information on how to participate in the hearing will be posted on the Town’s agenda 72 hours prior to the hearing date. 2. Notice of Your Right to Appear and Be Heard. You have the right to appear and be heard before the Town Council at the above scheduled hearing on the following matters and issues, and to have the Town Council give consideration to your Town ofTiburon • 1505 Tiburon Boulevard• Tiburon, CA 94920 • P. 415.435.7373 F. 415.435.2438 • www.townoftiburon.org Holli Thier Mayor Jon Welner Vice Mayor Alice Fredericks Councilmember David Kulik Councilmember Jack Ryan Councilmember GregChanis Town Manager 2 testimony prior to deciding whether or not to adopt the proposed Resolution of Necessity: (a) Whether the public interest and necessity require the Project; (b) Whether the Project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; (c) Whether the easement sought to be acquired is necessary for the Project; (d) Whether the Town has complied with all conditions and statutory requirements necessary to exercise the power of eminent domain to acquire the property, as well as any other matter regarding the right to take said easement by eminent domain, including but not limited to, making the offer required by Government Code Section 7267.2(a); (e) The Town has fully complied with the California Environmental Quality Act, Public Resources Code section 21000 et seq. The statutes which authorize the Town to acquire the easement by eminent domain for the Project include, but are not limited to, Article 1, Section 19 of the Constitution of the State of California, and Section 37350.5 of the Government Code, and Section 1230.010 et seq. of the Code of Civil Procedure. 3. Failure to File a Written Request to Be Heard Within Fifteen (15) Days After the Notice was Mailed Will Result in Waiver of the Right to Appear and Be Heard. If you desire to be heard or to present information to the Town on this resolution, you are required by law to file a written request with the Town Clerk no later than fifteen (15) days from the date that this notice was mailed. You must file your request to be heard at the Office of the Town Clerk, Town of Tiburon, Town Hall, 1505 Tiburon Boulevard, Tiburon, CA 94920. If you mail a request to be heard, please keep in mind that it must be actually received by the Town Clerk no later than fifteen (15) days after the date this notice is mailed. See Code of Civil Procedure section 1245.235(b)(3). If you elect not to appear and be heard at this hearing, your decision not to appear and be heard will constitute a waiver of your right to challenge the right of the Town to acquire the property by eminent domain. Thus, the matters described in the Resolution of Necessity will be deemed to be established. 4. You Will Not Waive the Right to Claim Greater Compensation if You Do Not Appear at the Hearing. The amount of compensation to be paid for the property will not be decided or heard at this hearing. Your nonappearance at this noticed hearing will not prevent you from claiming compensation in an amount to be determined by a court of law under the laws of the State of California. This notice is 3 not intended to foreclose further ongoing negotiations between you and the representatives of the Town on the amount of compensation to be paid to you for your property. At this hearing, the Town Council will not make any determination about the amount of money to be paid for your property or to be offered to you. TOWN OF TIBURON By: Steven Palmer, PE Director of Public Works Dated and mailed on: April 16, 2021