SU { I u ) ./. a \ u I a a a

Su rsu r,r-Soleno WATER AurHoRtrY

BOARD OF DIRECTORS BOARD OF DIRECTORS Lori Wilson, President John D. Kluge, Vice President Jane Day Guido E. Colla Michael A. Segala Lance A. Porter Wanda Williams Mike J. German Anthony Adams Michael J. Barrett

EXECUTIVE COMMITTEE MEETING

Monday, February 4,2019 9:00 a.m.

Suisun City Hall Conference Room 701 Civic Center Boulevard Suisun City, CA

AGENDA

1. Preliminarv 1.1. Call Meeting to Order

1.2. TELECONFERENCENOTICE Pursuant to Government Code Section 54953, Subdivision þ), thefollowing Suisun-Solano Water Authority meeting will include teleconference participation

Board Vice President John Kluge From 1120 N Street, Room 5100, Sacramento, CA

1.3. Approval of Agenda

2. Presentations None

3. Public Comment (Non-Asenda Items)

4. Informational ltems 4.T Capital Improvement Project Status Report (Page 3)

4.2 Status of Capital Projects identified in the 2012 CHWTP Condition Assessment and the 2015 Water Rate Study (Page 8)

5. Consent Calendar 5.1 Approval of the Minutes of the January 7,2019,Executive Committee Meeting

Billing A Joint Powers Authority Operations 701 Civic Center Blvd 1090 Avìator Drive Suisun City, CA 94585 Providing Drinking Water to the City of Suisun City Vacaville, CA 95688 (707) 42t-',7320 (707) 448-6847 1 5.2 Request for approval of Amendment 3 to the New Cement Hill Pipeline Design Contract (Page 38)

6. Scheduled Items 6.1 Adopt a Resolution Authorizing the Sale of Water Revenue Bonds, Series 2019 (Page 43)

6.2 Items for the SSV/A Board Meeting scheduled for Monday, February 11,2019, at 6 p.m.

7. Adiourn

2 SUISUN.SOLANO WATER AUTHORITY EXECUTIVE COMMITTEE MEETING

MEETING DATE: February 402019

AGENDA ITEM 4.1

Capital Improvement Project Status Report

EXECUTIVE SUMMARY:

The current status of the capital projects approved by the Board for FY 2018-19 are listed below Other projects and issues affecting the Capital Improvement Program are also listed.

STAFF REPORT:

Updates to the project list and status of projects are shown in bold text.

A. Replacement Projects

These projects are funded from the Replacement Reserve Fund.

1. Sectionalizine Valve Replacement Proiect Scope: replace broken andfrozenmain line valves on an annual basis. Proiect Budeet: $83,000 from the Replacement Reserve Status: Some valves needing replacement have been identified and scheduling their replacement is in progress. Construction will proceed after larger capital projects are completed.

B. 2016 Bond Fund Projects

These projects are funded from the 2016 Bond Fund.

Cement Hill Water Treøtment Plant (CHWTP) Projects

2. New Cement Hill Pioeline: Scope: design and construct a new pipeline parallel to the existing Cement Hill Pipeline for water quality and redundancy purposes. Proiect Budeet: $1,912,000 from the2016 Bond Fund Notes: construction of this project is planned after completion of the Tank 2b construction project. The design engineer is Bennett Engineering Services. Status: . The final design is in progress. . USBR is are doing their environmental assessments prior to granting a right-of-entry permit for the new pipeline crossing the Putah South Canal. . The public hearing and planned adoption of the Mitigated Negative Declaration has been rescheduled for the March Board meeting.

4.1 FY 2018-19 CIP Status EC SR 1 3 a Fairfield is preparing an encroachment permit to SSWA for a contractor staging area on an unimproved road right-of-way. o An updated easement on Cement Hill for the pipeline and access road is being negotiated with the landowner. a Construction is scheduled for 2019.

3. Clarifiers 2 &.3 and Tank 3 Reconstruction: Scope: Design Plant2 raw water treatment equipment reconstruction as follows: Clarifier 2: install flex connections into inlet and outlet piping; recoat the clarifier vessel inside and outside; replace the clarifier equipment Clarifier 3: install flex connections into inlet and outlet piping, recoat the clarifier vessel inside and outside; replace the clarifier equipment Tank 3: repair roof structure, install flex connections into inlet and outlet piping, and recoat the tank inside and outside. Proiect Budeet: $150,000 for design from the 2016 Bond Fund; Status: . Design is in progress. o I sole-source contract to ClearStream Environmental is on the Board agenda for the January, 2019, Board meeting. . Approval to invite bids for construction is planned for the March, 2019, Board meeting. . Amendment of the CIP Budget as needed, award of the construction contract and issuance of the notice to proceed is planned for May, 2019. This is timed to coincide with the availability of 2019 Bond proceeds to fund the construction. . Equipment fabrication is planned for June through September,2019. . Field construction is planned for October,2019, through January,2020

4. Cement Hill Plant Meterinq Replacement: Scope: Upgrade existing water flow meters and add new meters where needed. Budget: $25,000 from the 2016 Bond Fund Status: . Final specifications and drawings for the meter replacements are done. . Construction by SSV/A crews is deferred to FY 2019-20 to optimize use of funds

5. Chemical Svstem Replacement Scope: The scope includes several rehabilitation proj ects recommend ed in the 2012 Condition Assessment of the Cement Hill Water Treatment Plant (CHWTP): . Fumish and install new pumps, equipment and piping in the chemical room; . Replace exterior piping from control buildings to plant equipment (trench piping); . Change from gaseous chlorine to liquid hypochlorite disinfection. Proiect Budeet: $316,000 for design from the 2016 Bond Fund. Notes: Construction is planned in FY 2020-21. Status: . The preliminary design report has been submitted for review and final details are being worked with staff. . Geotechnical borings at the location of the new hypochlorite storage tanks have been completed.

Distribution Facility Proj ects

4.1 FY 2018-19 CIP Status EC SR 2 4 6. Benton Court Facilitv Uperade Scope: Add a motor operated valve (MOV) within the Benton Court Pressure Reducing Station to allow remote control of alternating the filling of the Gregory Hill Tank and service into the Old Town area. Proiect Budeet: $123 ,000 in FY 2017-18 from the 2016 Bond Fund Notes: this is aFY 2017-18 project that is nearly complete. Expenses are within the approved budget. Status: The work is complete.

Planning Projects

7. CIP Pro sram ent Services Scope: provide program management services including overall scheduling, contracting and construction management. Proiect Budeet: $165,000 from the 2016 Bond Fund Notes: Costs are spread to CIP projects that are being managed. Status: project planning is ongoing. Regular meetings are being held and a CIP program schedule and action item list are updated for the meetings.

Water Loss Control Projects

8. Meter Replacement and AMI Implementation Scope: replace all existing customer meters in the SSWA system with new Badger meters. Install an advanced meter infrastructure (AMI) system for meter reading compatible with the new meters and City Finance billing operations, customer service and data storage. Proi ect Budset: $4,300,000 from the 2016 Bond Fund Notes: the SSWA system serves about 8,400 residential, commercial and landscape services. The existing meters are Sensus TouchRead meters, many of which are outside acceptable accuracy limits. Status: . The contractor is working with staff to prepare public information materials. . The contractor is reviewing the inventory of meters to be installedo especially the larger meters. . Work is on schedule.

C. New Capacity Fund Projects

These projects are funded from the Capacity Fund.

9. Cement Hill Tank 2b: Scope: construct a new 2 million gallon storage tank on Cement Hill above the water treatment plant Project Budeet: total project: $5,898,000; FY 2018-19: $2,995,810 from the New Capacity Fund Status: . Submittals are being reviewed and approved. . Completion of the dome roof penetrations (hatch and vents) are in progress. . Installation of electrical conduits and minor piping is planned to start.

4.1 FY 2018-19 CIP Status EC SR 3 5 o Concrete for the footing for a retaining wall will be placed as soon as the weather permits. o Site cleanup and installing stormwater control measures are in progress.

10. Water Master Plan Update Scope: update the 1996 Water Master Plan Budget: $150,000 from the New Capacity Fund Notes: consultant proposals for this project will be requested, and the project budget may change based on negotiations with the selected firm. Status: Preparation of a Request for Proposals is in progress.

D. Other Projects

The following items include potential and pending capital projects, and Authority non-capital work (administrative, financial, operations and maintenance) affecting capital projects and planning.

1 l. Corp Yard Tank Replacement/Railroad Avenue Facilitv Scope: . Construct a tank and booster facility on a new site between the railroad tracks and the extension of Railroad Avenue, north of Old Town Suisun City. Construction of two pipelines to direct supply of water to Old Town completely through this facility for TTHM reduction is included in this project. . The parcel for the facility will be retained within the 30 Acre Site development. Mapping the parcel is approved and funded. Estimated Cost 2017 update, including two pipelines: $6,060,000. Budset: Mapping of the parcel for the facility: $6,600 from the Rehabilitation Reserve Status: . Mapping of the parcel is complete. . Updated site plans of the tank-and-booster facility are being reviewed.

12. 2019 Bond Issuance Scope: Issue the second bond offering per the 2015 Financial Plan in order to raise an estimated $5.2 million to fund capital projects Budeet: no financial impact (expenses are paid from the bond proceeds) Status: . Approval of the Bond Sale is on the agenda for the Februaryo 2019, meeting. . Funding availability is planned for May, 2019, in advance of approval of the FY 2019-20 CIP Budget and award of the contract for the Clarifier 2&3 and Tank 3 Rehabilitation project.

13 V Water S S Scope: . Transfer an existing 1" service from one parcel to another, relocate five existing meters to Suisun Valley Road and install new service pipelines as needed - at the developer's expense. . Abandon about 3,900 feet of the old five (5) inch cast iron pipe Suisun Valley Pipeline. . Relocate an existing pipeline flusher used to improve water quality in the system - at SSWA expense.

4.1 FY 2018-19 CIP Status EC SR 4 6 Notes: These modifications are projected to save approximately $600,000 in future costs to replace the portion of the Suisun Valley Pipeline being abandoned. Budeet: To be determined, but estimated to be about $5,000 to relocate the pipeline flusher (chargeable to maintenance). Status: Preparation of agreements and construction plans are the developer's responsibility.

14. Vault Lid Replacement Proiect Scope: Replacement of 9 of the existing 14 system meter and pressure reducing station vault lids will become aFY 2019-20 project for next summer. Budqet: Funding will be from the Replacement Reserve. Status: KSN will prepare a proposal to prepare bid documents and a cost estimate for the CIP Plan as the basis of 2019 Bond funding.

E. Completed and Deferred Projects

. CHWTP Raw Vy'ater Screen Drainage System . Suisun Valley Pipeline Replacement . Cement Hill Tank 2a Rehabilitation * Consulting . Cement Hill Tank 2a Connections . DMA Implementation Project - District Metered Area Creation & Implementation . Walters Road Pipeline . NBA-Dally Highline Intertie . Clarifier 3 Drive Repairs

RECOMMENDATION/REQUEST : None; this is provided for the Board's information.

ATTACHMENTS: None

STAFF RESPONSIBLE FOR REPORT:

¡þ^Å 1-3t-2019 Daniels, SID District Engineer Date

4 I FY 2018-19 CIP Status EC SR 5 7 SUISUN-SOLANO WATER AUTHORITY EXECUTIVE COMMITTEE MEETING

MEBTING DATE: February 4,2019

AGENDA TTEN{ 4.2

Status of Capitat Projects identified in the 2012 CHWTP Condition Assessment and the 2015 \ilater Rate Study

EXECUTIVE SUMMARY:

The Authority's identified capital projects have been presented in two significant lists based on major studies prepared in2012 and2015. With the second bond issuance pending, staff has taken the opportunity to review the progress made on the projects identified in the previous studies. In general the scope and costs of the Capital Improvement Program are in line with the plans in the2012 Cement Hill V/ater Treatment Plant (CHWTP) Condition Assessment and Rehabilitation Plan and the 2015 Water Rate Study.

STAFF RE,PORT

The Authority's capital projects have been presented in two significant lists as described below. With the second bond issuance pending, staff has taken the opportunity to review the progress made on the projects identified in the previous studies.

Cement Hill Water Treatment Plant (CHWTP) Condition Assessment Proiects Jacobs Engineering Group (JEG) assessed the condition of the Cement Hill WTP in2012. They produced a list of recommended projects ranked in priority with budgetary cost estimates. Their list was presented in Attachment L of their report, which is included here as Attachment A.

Staff made a working list of these projects, then recombined and added to the projects since 2012. The working list is included here as Attachment B. Also presented in Attachment B are estimated and actual costs for completed, in-progress and future projects. Actual costs are as reported by the Suisun City Finance Department. Q.{ote that this project list does not include every project in the following list in Attachments C and D. This is limited to CHWTP.)

Review of Attachment B shows: . Of the 151 projects JEG identified, 48 are finished, 13 are in progress, and 90 are unstarted. . SSWA combined the 48 finished projects into 14 projects, and the 13 in-progress projects into 2 projects. . On finished projects, the JEG-estimated costs totaled $5,392,000 while the actual cost is 94,203,867. . On in-progress projects, the JEG-estimated costs total $1,022,000 and the projected cost is $3,971,000. The large increase is due to: . Adding the replacement of the Clarifiers 2 and 3 equipment, . Adding the conversion from gaseous chlorine disinfection to liquid sodium hypochlorite disinfection. . The remaining 90 projects, all at the CHWTP, were estimated to cost $5.4 millionin20l2.

4.2 CA and Bond Projects Status EC SR I 8 2015 Financial Plan Proiects In2015 a Water Rate Study was prepared for the Authority by NBS. To establish the basis of rates to support issuance of bonds to fund capital improvement projects, a list of projects was prepared and presented in Exhibit 2 of the 2015 'Water Rate Study, which is included here as Attachment C. This group contains many CHWTP Condition Assessment projects, and many distribution system projects. Estimated costs are shown in2014 dollars.

Attachment D presents the same list of projects as Attachment C with estimated and actual costs for completed, in-progress and future projects. Since many projects were combined into larger projects for efficiency, the order of Attachment D is different than that of Attachment C, but all of the original projects are still listed. Projects added to the 2015 Financial Plan CIP for the 2016 Bond Issuance CIP list are also in Attachment D.

Review of Attachment D shows: . 223 projects are included; combining some into larger projects reduces the total to 190 projects. . Of the 223 projects listed, 51 are completed, 21 are in progress , and 747 are future. (Annual projects are counted as finished, on-progress and future, so the numbers do not equal the total number of projects.) . For completed projects, the 2015 budgeted/estimated costs, which may have been adjusted over the lifetime of the projects, totaled 57,945,045. The overall actual costs total $7,604,13 8. . For in-progress projects, the 2015 estimated costs total $11,788,953 and the projected cost is $18,563,394. . For future projects, the 2015 estimated costs total $12,859,500 and the projected cost is $ 15,210,700.

RECOMMENDATION/REQUEST :

None; this report is provided for the Board's information.

ATTACHMENTS: A. Jacobs Engineering Group's 2012 Cement Hill Water Treatment Plant Condition Assessment and Rehabilitation Plan, Attachment L Condition Assessment Tracking Table B. Review of Projects recommended in the Jacobs Engineering Group's 2012 Cement Hill 'Water Treatment Plant Condition Assessment and Rehabilitation Plan C. 2015 Water Rate Study, Exhibit 2, Capital Improvement Plan Expenditures D. Review of Projects listed in the 2015 Water Rate Study, Exhibit 2

STAFF RESPONSIBLE FOR RBPORT:

t-31-2019 SID District Engineer Date

4.2 CA and Bond Projects Status EC SR 2 9 JACOBIS Unit Evãluåted Item Subsystem Saftty Unlt Remalnlng Group 1mê unit costs comment No. Pro¡ect Nåme cltlcâlltu Usetul L¡fe lvd Prior¡ty Itêm Descilpfion Offlnê SÞd Oab PÌolêcl Significant Dæ 2012 s/1 ncluding halch. lnfluenl l¡ne Se(led wâler Storagelank No,3, 2013 rhows blistedng ând ¡s missing coat¡nc repâns and hatch replacement - Replace 6 rafieE (mâx )ip¡nqflexibihy. Referlo

Plânt No,1, 1 Ae.2012 $21K il¡lh some blisters fagmenting combined filterwate. P¡p¡na/Vâlve Nonburied, Demo exist p¡p¡ng 2013 P¡Ð¡ ns úodilicat¡on

PlantNo. l, 25 $83K'$109K ncluding on hatch and extedor s€Ìrlëd Wâte¡ Slo.ace Tank NÒ. 1, 'Tank ancho¡âge repai 6 râfrers (max 2013 rnchorbolls. lnfluentline Coating rêpats ' Replace

oiÞino flexibility. Reter to

$35K SUPPofrSY*ems, 52.5 proleclioñ CH1 Eleck¡c¿l Oisù¡bution-Servte Måin {MSM}, found fault 2013 âssessment in Atæhment c Elecù¡cal.epaù U)

7 . lnstan 6 rrânge couplng Ðec 2012 s49K S100K U) adaptere betueen Piping 2013 ã lnst¿ll llex¡ble conre.tions

. lnslall expansion joinls m (mâx x ù¡lh couplinss cost o 50 ' Repat guardra¡1 suppod $83K Þ o Coa[ng rep¿t (o 'Coatns repâtrs d á - Eleclical isolalion 2013 o beMeen SS bolb and CS o ss CL Dec 2012 542K !¡ Ch€micâl Feed Sy*ems, 10 Th¡s ¡l€m is Chlorine Feed Equipment, 2013 o Dßinf ectìon sy*em improveñenß j

140 SùppoitSystems, Suppliêr ma¡ntenance f or I Elecri.âl Eqúipment Clean¡ng and Máinìenance, N 201 3 ElecÍ¡cal ioprôvement

suppoÍt SVstems, 52.5 $50K not been conducted for all q¡ Electic Power surplv/oiskibútioô, :vâlualion for all ebcricâ! 2013 o E¡ecri¿âl evåluatio¡ Equipment labeling and ¿ o J

Dec 2013 3 suppoñSvstems, 'Replace Mcc-1 w¡th new cH1 Electicaloßtibutioñ Mcc 1, -À 2014 obsolête equipm€ntatthe Êle.k¡câl rePãt ol\) c. (o

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10 JACOBTS' Côñdít¡ôñ Àsêssñent Uñ[ Evålu¡têd Subsystem Sabty Unit Remålnlng Group shutdown T¡me Unlt Prolect comment No. Prolect Name S60rê Cr¡tlc¿l¡tu Item Descr¡ptlon Requlrcd Suppod System5, Rep¡ace MCC-zwnh nêw $71 K )bsolete equipme¡l al the end cH1 tlecùical oisù¡bution - Mcc 2, J00 A equ¡pment 2014 El¿.r¡cãl reÞâù

5 Suppo.tSy*ems, 3 B )bsolete equipment atlhe end cH1 Electìcal o¡sÍìbution - MeterirgMs 1, tlecticâl repãt 2014 Jectica! assessment in

6 SuppodSystems, 3 B s141 K )bsolete equipmenl al the end CH1 EIe.Íical Dße¡butior PãnelA, 2014 Elecù¡cal repai ,ectdcâl assessmentin

7 SuppodSystems, 3 a $141 K sbsolete êquipment atlhe end CH1 Elecùical 0ßribùtìon PånelW, ElecÍical repat 2014 slecldcâl âssessment in

495 B ' Replace existing mixer (padial) clàr¡l¡êr Mechãn¡sm Basa¡ 2,

K 11 SuppodSystems, 5 B 'Replace Mcc-3wth new $141 cH1 Elecricål Distìbûtion Mcc-3, Elecùical repaû 2014

Mmrmal cofo90n anõ oDsorer€ 12 suppodsystems, 52.5 'xeprâce rrânsr€rswrcn Dec 2013 $32K qBT equipment atlhe end of¡b CH1 ElecricalO¡srìbution -lr¿nslerSwitchAgl-1, 1 with new equ¡pmenl useful life. Referto electñcâl Electical repaù 2014 âssêssme¡t in atachment c.

13 5ùppodsv3rems, Signifrcant Dec 2013 $141 K nodefate corosiôn. Bollards CH1 E¡ecÍ¡cal Disr¡bútion Transforme.XF-1, 1 wnh new equ¡pment Ele.kical,epat 2014

33 75 Replâce anchor bolts \ge. An€hor bolE côroding - Route 120V in sepafale ¡nd need replacement Need 2014 epainl¡ng. Safetyissues ' Replace pump (mil cosl nclud¡ng 120V routedw¡h only) l80V; refer lo ele€tdcal ¡ssessm€nt ¡n Atachmenl c.

33 33.75 Significânt - Replace âncnof Þorc Dec 2013 $32K $279K \ge. Anchorþorßcorodrng -Route 120V in sepârate ¡nd need replacement Need 2014 epâintng Safety issues Pu mping iñprovement3 - Replace pump (mâx cost ncluding 120V rouled wilh

rssessment in Atachment c

côrodrng 34 B $32K - $279K \ge. Anchor þolþ Roule 120V in separale ¡nd need replacement. Need 'eÞa¡nlino. Safelyissues P!ñpinB improvemenls 2014 Replace pump (md cosl nclud¡no 120V routedw¡S )nly) 180Vi refer to elecÍical rssessment in Anâchm€nl c.

50 Replace existi¡g mixer roisei possìblewearon châin clârifier Mechanism Sasin 1, 2014 Sâfet ¡ssue wih 120V & 480V 11 525 srgnfrcanl B Replace anchor bolts 'Route 120V in separale (pañ¡al) þutedtogether, m¡nor 2014 :orosion and modeEle motor

12 Signifcant Replâce âncnof Þolß Dec 2013 &22K 'Roule 120V in s€parale (padãl) 'outed together, minor 2014 Puû pi nB improvements 2

11 J,ICOBS' unlt Evålualed llem Subsysþm Sabty Unlt Remålnlng Group flme un¡t Cdtlcâlltu Usetul Llh lvd Piolty llem Descilpllon ôñ¡nê Sbrt Deb commenl tl 52.5 S¡qn¡fcant - xeplace ancnorÞo¡ß Dæ 2013 s22K Jalety ßsue wûh 120V & 480! - Roule 120V an separate (pâtrâl) 'ouled together, m¡nor Puñping ¡mprovemens 2014

14 Civil/ S¡tework svsreñ, B :oaÙngdamàgeând cotroron.

2014 7 - One new 55 clãrfer JÞweìlinq issuês obserued al - Two new55'cbnfiers anc 201 3 righerflow rates, SSWA demo of existng clarifer veferenceto replace wfrh Mo

-lexrÞle 15 P¡ant No.2, Instâll I flange coupling connecÌon neeseo pìping ¿nd tank llarifie. Basin No.2 ând 3 ãnd Setled WaterSto.age )d¿pieß beMeen p¡ping )e&een l¿nk, 2014 Demo exist piping instalÌ expansion joinF vith couplings (max cost

49.5 Signifcãnt Oec 2013 p¡p¡ng Clãrilier Basìn No.3, llarifer Basin No 2 cleñfier Aãsin No 2 ,eMeen andtank lnstall f lexible con.ectiÒns 2014

70 chemi.al Feed Systems, B Coasul¿ntStorâselãnk2, 2014 .esuhing in lhe slad of :orôsion ofthe anchor bons.

slorm 2yeârwâtch onancho¡

71 Chemicalfeed Syst€ms, B ReÞlace ex¡st¡nq lank xarn warer E nor De¡ng aran€o fiteraìd StorâgeTank1, stâd of Feed svstêm improveñents 2014 resull¡ng in he corosion ofthe anchor bolb. Drãin râin wateraffereach storm 2yearwalch on anchor

118 SuoDoitSvstems, CH2 Eleckical Dßt.¡bution -Metering MS 2, ating Replâce Met€nng MS'2 2014

10 $61K (padal) rnderd€in foriryroved 2014

625 ]U Plâît2 Dec 2013 $61 (pafrâl) rnderdrâln f or amproved 2014

152 10 E lonsiderreplâcìng med¡aor (padal) rnderdrain lor improved 2014

62.5 ì0 Plant 2 Dec 2013 $61 (pad¡al) rnderdrain for improved 2014

154 10 lonsìder replæ¡ng media or (psdal) rñderdra¡n lor ¡mproved 2014

68 75 S¡qnaicanl Dêc 2013 $7K OSHA l¡¿veling W¿ter Screen, ofloe board ¡s an 2014 3

12 JACOBS' Unit Evalualed Prolêct Item Subsystêm salety Unlt Rema¡n¡ng Group shutdown T¡me Unlt Projæt Sco¡ê ìmpact Item DescilÞtlôn Requlred Coñmenl 20 B 53K Need io replace Plânkon lemP

2014

boa¡d is an OSBA SawwaÞrlrtake, Signifcânt 20 Dec 2013 Þ/K Lackoflôe Dirribùrìon/Meter¡¡g st.ucture, 2014 .Replace Plant No,1, 31.25 Signiftcant anchor bolls .Apply coat¡n9 Missing ånchor bolb Plant 1'Raw Wâler Pumps Seuctu¡q sealantforwâll 2Dt4 âl pump base plåtes. Ne€dlo€ 5¡rùctuiâl repâû :oatng board with guardrãiling

leclion loss on one sucton Pla¡t Nô 2, Signilcânt 20 Plañt2 Dec 2013 53K pipe )¡pe. lñstall toe board Planl 2 Raw Wãter Pumps Sùucùre, seclions ofsteel and 2014 Sùùcru¡al reDaù nvesligale buíed secl¡on ot Plant No. t, 43.75 )ombinedflerwâter piping lf Combined FilterWalerPiping/Valve-Buriedsêct¡on, ÌesÍessed concrete cylinder stucrùr¿l repat - Replace buied sedion of fnishedwaterpiping up to )ipê was used itcould be cement Hill Tank (mar cosl voblematic due to hydrogen only) )mbrillemênt cotrosion tor

--l!!gil!!L 38.75 s5K 2014 -_1 Plañt 1 Bu¡lding Light¡¡9, Generâl ma¡ntenance

38 5 c $10K 2014 Plant 1 Bu¡lding Un¡l Heate.s,

55 ReÞlãce exisli¡q pump No 2014 Sludge Pond De.ânt Puñp,

62.5 c $7K 2014 CH1 6enerator3m(W, Elecùicâl iñprovement

53 5ùppodsystems, c ' H€pEce exr$ng pump No $29K 2014 Wâshwãter Pond Decant Pump, Pumo ¡eûl¿cemenl 5uppoÍtsylems, 70 'Replac€ existinq pump No 2014 wáshw¿te. Pond Sludge Puûp, Pumo replacement ßúildìngs, 50 $5K 2014 Pl¿nt2 Bùilding Lighl¡nC, Ge¡eral maintenânce

50 No 2014 Þlânr 2 suilding Un¡t Heateß, Gene.al m¿inlenãnce

lhrs iem s locused onry on chemi.âl Feed Syst€ms, c $45K 2014 rquipmenl condition. ExÙeme Chlorinê Vãlves/Actuôtors, úalves and 12 isolalion ;afety ral¡ng due to gâs )hlorine hæards, SSWA to )onsider switching disinf eclion echnôlogy und€r anober

4

13 JACOBTS' Project llem Subsyslem Såhty Unlt R€main¡ng Group Tlmê unit lmÞåct Cdticallty Usetul Llte (yÌ) Requ¡red Offlne SbÉ Dah Projecl costs Cheñicål Feed Svstems, 57.5 ' Costforfeed p¡p¡ng to 2014 )quipmentconditon Errême Chlóriñê Piping/Appurtenances, each localiôn v¡a tenches ;âfety rat¡ng due lo gas D¡s¡nf ection system ¡ñprÒúements :hlorine hæards, SSWA tô :ônsider sw¡tching disinf edion echnology under another

chem¡car F¿€d sFtems, 62.5 piping Coâgùlânt Unloading Piping, pip¡ns {see ltem No 49) 2014 feed

Chemical Feed Systeûs c Cosl ¡ncludedw¡th reed coaeulântFeed Pipins, pìping 2014

51 Chemicâl Fèed Svstemr, 624 5 c Cosl includedwih 2014 F¡lter Aid u.lôading Pipìng, )iping (see ltem No. 52) ah.mì.âl fp.d çv*êm êvã[râtiôn 52 Chemicalfeed 5vstems c costbrrêed pp¡ng to sl30K F¡lterA¡d Feed Piping, ,ach locatioñ via tenches

PlãntNo.1, o $/1K 2014 Hydropne!maltlank {Ai ch¿mber},

suppÒrtsyslems, 70 R€place existing pump 2014 Plant 1 FilterSudaceWa5h Puúp,

qge/Eff 31 25 c ciency -Pump output (padial) 2014 Ìas decreâsed overlime. Nol ñveder'duty typÊ molors; f ef ef :o electical âssessment in

26 5 c ' Replace exßtng pump s48K (padial) 2014 nv€neduly lYPe motorsi ref er

-Pump 2n 31.25 $48K cge/Efr dency ouQüt (padial) 2014 las decreased overl¡me. Nol

to elecùical assessment in

exlerior Plânt ño. t, 31.25 ' Replace existing valves Age. Moderate (padal) Valves/Áctú¿tors Raw Wate, Puñp r1, 2014

31 2h 5 c Age. Moderáe exl€r¡or (padal) 2014

31 Plant No.1, 5 $24K (pailal) Valves/Actuatoß RawWatèr Pomp Í3, 2014 Fn"¡ômênl fênlã.ement 56 $25K 2014

5uppoitsystems, Plâñt 2 Þ12K 2014 CH2 Compr*sedAnP¡p¡ng,

sùppoñsvstems, - Replace atline valves 2014 CH2 comprêççed Ar Valves/Actuators,

Plañt No.2, c 2014 CH2 Clar¡liers Valves/Actuátô¡s 5lùdge Blowdown, Residuâls h¿ndlins improvemenls 5

14 J,ICOBS' cond¡t¡ôn A3iê3smênt un¡t €valuatd Subsystem Saþty Unlt Rema¡n¡nq GÌoup shutdown ïmê Un¡l ProJect No, Prolecl Namê CiltlcallU Usêtu| L¡fe {vr) Otrlne sbn DaÞ Project cosb 5úppodSystems, 60 'lnslâll new PLC and HMls s1 2014 should be replâced with local P¡antControl Systeñ- RIU-1 and RIU 2, HMI'S and PLCS. UpgGde wil lnstrumentatiÒn & contro¡s need to inclúde Progrâmm¡ng

suoponsvstems, 55 c 2014 Residuâk Process Valves/Actuarôrs,

60 5 c $105K 2014 ioordinatê wiü llem No. 47

59 Chemicål Fe€d Syst€mç, 6 $75K (epl on ste for replacement CoagùlañtMele¡irg Púmps 1,4, qa.d 8, 2014

6l SuppofrSystems, - Repracemenr pnone No $84K 2014 Pläntcommunicatiôns Telephone, rn+r¡óêntâtiÕn&.ônroß sûppod5v5tems, - Replace Panel MSP Plant 2 2014 cH2 ElecÍ¡cal oßÍibutiôn pânel M5P, flecùic¿l improveme¡t

160 Plant 2 $36K (pad¡al) 2014

7 c $36K (padal) 2014

I rs oþsorete. Krus €0 SuppodSystem5, 2 months $36K echnorogy 2014 ;hould be replaced with local P¡ânrCônûolSystem- RIU-3, RIU-4,âod RIU 5, ¡nsrumentâtion & conûo¡s

62 chem¡cal Feed system5, 62.5 Replace lourchemical 2014 FilreraidMeter¡.gPúmps2,3,5,and 7,

43.75 c 2014 aach frter and med¡â loss ' Replace anlhracile ând RêJêr lo shucturel assessment

10 s66K 2014 .Replace anhracite ãnd

4375 c $66K 2014 eã.h fltêr ánd media loss . Replace anthracite ând Refer to shclural assessmenl

43.15 2014 ,âch flter and mediâ los. ' Replace ãnhrâcitê and

6a 43.75 2014 ' Replâce ånthracite and

6

15 J,ICOBS' Unlt Evaluated Item Subsystem Sahty Unlt Remainlng Group T¡me Unlt Nô. lmpact Item DêscÌ¡Ðtlon Requlred Oñlne Sht Ðaþ Projecl Costs 155 10 c (padial) 2014 )eMeen pip¡ng and filter

43.75 s4K (pâtrâl) 2014 )eMeen piping and filter

rnstall f lëible cônnections

_lexrþle 157 co¡necton nêeoeo connection beMeen p¡p¡ng (padial) 2014 )eMeen piping ¿nd lihe¡

lnslall f lex¡ble cono€ctiôns

43.75 c $4K connection beveen piping (padial) 2014 )eMeen piping ãndfller

rn5tðll f lexiblÞ connecrìo¡s

159 :onnediôn beMeen p¡p¡ng (pãdâl) 2014 )eMeen pipìng andfilter lnstall llexible con¡ections

Plãnt No.2, $16K pip¡ng filter filter P2 f6, (pailal) 2014 )eMeen and lnstallflexible.onnectio¡5andanrhôrbôiß )iping andflter vessel /essel, corosion of anchor New anchor bolts forflter

P¡ãntNo,2, 10 c piPing F,lt¿r Þ2 17, (padiâl) 2014 )eveen and fnef lñstâllllÊxìbl€.onnediôñsândânchorbolß )iping ând fher vess€l /essel, corosion ol ânchor

-texþrê 21 c 'lnslall lhree flex¡ble connecron neeoeo (pâdâl) 2014 )eMeen pipÌng ândflter )iping ând fller vessel /essel, cofosion of ânchof 'New anchor bolbfor flter

PlâotNo.2, 625 Plant 2 s16K FilterP2-F9, {padial) 2014 )eMee¡ Þip¡nq and flt€r tnstãllflexibleconnectìo¡sandanchorbolb )¡ping andfltervessel /essel, cotros¡on ol anchor 'New anchor Þolts forflter

Plantño.2, 62.5 Plant 2 $16K piping F¡lterP2'F1q {padial) 2014 retueen and fiher ln*allflexìbleconnectionsandan.horbolß )ipi¡g andffrer vessel r'esel, corosion of anchor 'New an€hor bolls forfller

5uppod5vstems, c 2 monlhs $243K - $634K sludge Drving Bed, )iping, vâlves, and fow 2014 Mechanical dêwâter¡ng reduce f acil¡l) Residúaß handlingimp.ovementr îêtêrlôfuânsfer solids equipment would toolprint lmproved sFtem to jry¡n9 b€ds :onvey sludge to drying bed .cent¡fuge including lorage tank and mixer

manufactured building

còemrc¿r Feed syrems, 57.5 .HePOnrncÛoes secnon consrdef swûchrnglo onsûe ChlorineSafery ltems, flith comparatìve cosb Evalúate dìsinf ection sy*em Þased on Water Research

¡2.6M -l3.oM --ìã-I $0K Satislactory condil¡on

Plant 1 conùol Bu¡ld¡n€,

I 7

16 J,\COBS' un¡t Evaluated Item subsystem Satety Unlt Rema¡ning Group Project lmDact Cftlcållû Usetul L¡Þ lvil Ploilty Off¡ne sbd Dâb comment 10 $5K

PlãntNo.2, 50 'Replace pumps and Plant2 $24K Valves/Actuðtors Râw Wâter Pump 14, (pañal)

40 PlantNÒ.2, 10 D Valves/Actuato.s Raw wãtêr Púmp 15, {padial)

P¡antNo.2, 10 Ð Vâlves/Actuators Raw Water Pùmp ,6, (padial) Pùmo andvâlve reolãcement ðl Plant No,1, 31.25 10 Mûgâre cotrosron o. $70K 'ep¡acê Phñt I nâwWâle¡ PumpsStructure lsol¿tiôn Gáte, gâte studufe St.ucturalreÞân

10 $24K Valves/Actuato15 Mãin Púmp 81, actuatoE at Mâ¡ñ PlmP

$24K Valves/Actuators Main PumÞ 12, acuatoß at Main Pump qtr'.nr:l rÞnâir 84 10 D V¿lves/Actùators Ma¡n Pump d3, actuators al Main Pump Slri.turâl¡eDâir a5 10 Þ¡ânt 1 Bu¡lding ElecÍicaL dban bu¡lding ElÊch¡cal improveme¡t

Build¡ngs, 36.75 No $12K P¡ant 1 Bu¡ldingAt Hãndl¡ng U¡its, Geoerál mâi.lenâîce

a7 Buildì¡gs, No lmpact 10 D Plantl BuildingDùclwork, Gene¡al mâ¡¡tenance

3E 75 - Lâvarcry rmprovemen¡s Nô $3K Plånt 1 Build¡ng Lðvãtôry, Gener¿l maìntenance

89 Bu¡ldings, 10 D Plant 1 Buildìng Potable watef svstëm, c€nerâl ñàintenãnce

43.75 Planl I $3K Valves/Actuators Fih€r P1 F1, n 2008. F¡lter ¡mp,ovèmènìs rneumalic 91 10 D actualors chanSed n 2004 Valves/Actuator5 F¡lte. P1 F2, Fìller iñprovements

43 75 $3K Vãlves/Actuators Filte¡ Pl-F3, n 2008. F¡te. ¡mp rÒvênents rneumat¡c 93 10 D acluatore changed n 2008. valves/Actúato¡s f ilter P1-F4, Filte. ìmp roveme nts

4375 $3K Vâ¡ves/Àctùators Filter P1-F5, n 2008 Filter improvemenls I

17 J'\COBS' Unli Evaluatd Item subsyslèm Safety Unit R€ma¡n¡nq Group Tlne un¡t Prcject Pilodtu llem Oescilþllon Requlred Ofrlne 96 10 o $50K c¡ãrifier Mecha¡ism Basin 3, (padâl) Mã.háñi.âl im¡rovement 97 10 $24K vâlves/Actuâlors Main PuñÞ *4, M..h¿ûic¿l ¡ñûrovement 10 Plant2 $24K Valves/Aclûãto13 Mai¡ P!mp,5,

52.5 Plant 2 Valves/Actúátors Ma¡n Pump Í6,

Planl Nó 2, Plant2 RãwwarerPumpssrù.turelsolationGate, Eåle sùúctural repai

101 10 D $48K (padâl) notors; refer to elecldcal ¡ssessm€ntan Aflæhment c.

02 50 l0 ' Replace existing pump Planl 2 $4AK (padal) rotoret reler lo electical ¡ssessment in Atâchment c.

103 10 D $48K (pâdâl) ìotorsi ref er to elecldcâl rssessmenl in Atachment c.

50 Kepracemenr orconouE No s2K Plãnt2 Buildinc Ele.ricâ1, vhin building Elecùical imp¡ovement

Súildings, D Pla¡t 2 Buìldi.ganHândl¡¡g Unlts, General maiñlenâúce

106 10 $3K Plant2 BuildiñB0uclwôrk, GFnFrâl ñâintenãn.ê

Buildines, 10 D $3K P¡ant2 Building Lavatory, General mâirtenãnce

104 Build¡ngs, 10 $2K Pla¡r 2 Bùi¡ding Potable wôter sy*em, Ge¡eral main!êñâr.e

D 'eplacement and slructure

110 RawWaterlnlake, 10 D $70K RawwaterFlow cônko¡Gats ¡ate MÊ.hâri.ãl ¡mórov€mÊnt Planl No.2, 10 $71K Hydropneumaticlanl {Ar Châñber), Mêchãnicâl iñoroveme.t t5 Suppod system3, 525 10 Planr 2 3 days $141K CH2 Electicãl Dßtibutìon - UtilirylrânslorñeL Elecùical iDproveme¡t

5ùpÞoñSystems, 52.5 . Replace ransf er switch Plaît2 CH2ElectìcalDisùibùtion'TrâñslerSwitchABT-2, ABI-2 ElecÍicâl ¡mprovemenì I

18 J,ICOBS' unlt Evaluated Subsystem Sâftty Unlt Rema¡ning Group flme unlt comment Project Name Cdtlcalltu Usetul L¡ft {vd Pdorlty Oñlne Sbñ Daþ Prolect costs 17 Suppôfrsystem5, 52.5 - Replâce MCC-4 Plaîi2 þl CH2 fleck¡ral 0ùhibútion MCC-4, Élecùical ìmp.ovement

SuppoitSystems, D s141K cH2 Elè.ti.âl O¡sÍibul¡on - Pane¡ S, tlèckical improvement

120 5ùppodSystems, u P¡ant2 $141K cH2 Eleck¡cal otsÍibution Pånel{ ElecÍ¡c¿l ¡ñprovement

121 SùÞpodSVsteñs, 525 D Replace Íansformer $141K CH2 ElecticalDßr¡bution-lrânslorñerXf-2, Ele.ùicâl im p.ovement

I hE rem ßrocused onry on 122 Chemical feed systeñs, 10 Rephcemen¡ or cõnouns 3 dâys s2K ¡quipmenl condition. E¡reme Chlo¡¡ne E¡ecù¡cal 5y5tems, ùnh¡n buildrng tafety raling due to gas ElecÍ¡cal iñprovemert )hlonne hæards, SSWA lo ;onsider switch¡ng disinf ection lechnology under anofr er

I hs ûem ß rocused onry on 123 cheñicâl Feed sy*ems, 10 s200K equipmenlcondit¡on EÍreme Chlorine Slorãge, saiety ratns dueio sas Disinf ectìon svstem ¡mproveñents rhlor¡ne hdârds, SSWA to consider sw¡bh¡ng disinfection lechnology und€r anoüer

124 Chemical Feed sysì€ms, 10 )quipment cond¡l¡on. Edreme cnlorinè Uoloadin& No 123 rafetyrating du€ to gas Dßinf ection sy*em imprôveñenß ;hlorine h¿ârds, SSWA to ;onsider swilchins disinf eclion echoologyunderanother

rlanl 1 lmûed uoi noed ro 125 Suppoftsyslems, 10 D 2 monlhs rpgrade lo a new ser¡es or Plantcontólsvsrêñ cenkålstat¡on cÒmpúter ôf hardware (scaDA), HM¡s Nos. 47 & 60 :urenl version ln+¡ùmertãtion & ónùoß 26 suÞÞortsyilems, 60 10 - Upgrâdes planned wh 2 month P¡antconÍôlSVstem Soltware, nstallâton ofnew PLc anc lnsùùmentation & corrols 2t 62.5 Plant2 (pâfrâl) Valve5/Actuabrs f iher P2-F6,

F iller imp rovements

128 10 $3K (padâl) Valve5/Actuatoß Fiter P2 F7, F¡[er improveme.ts

62.5 (padal) valves/Artüators Fifter P2-f a, Filter improveñents

10 D $3K (pad¡al) Vâlv*/Actuato,5 riltêr P2 F9, Filter ¡mp roveñEnts

131 62.5 IU Planl 2 (pâñial) Valves/Actuators Fìlter P2-F10, Filter imprÒvemeôts 10

19 J,ICOBIS' Unll Evaluated llem Sübsystem Sal€ty Unlt R€malnlñg Group Tlñe Unlt Project No, Prolect Name CÍtlcalltu Usetul Llþ lvd Piloltv Item Descilptlon comment Plå.t No.2, 10 s21 K CH2 Combi¡ed Filte.Wate¡ Pirins/V¿lve (padal) NÒnbúried, Oemo exisl piping

s125K cH2 Ge.e.atoF545kw, Electicãl improvement

10 0 (padial)

75 10 D $25K

P¡a.t No.1, 50 20 D $24K cH 1 Valves/Actúãtors Sludge Blowdown,

55 20 s85K

nê(idrâl< h,ñiliñe imnrñvpmênrç 139 o - Bâsin improvemenb No $15K

Rêridrâlr hândliñø ìmõrÕvêmÊnts 20 D

68.75 20 D Mecnanrcal rmprovemenß $20K

68.75 20 $3K

70 Bas¡n ¡mprovemenb $15K

145 D

76 Chemic¿l Feed Svstem5 o Saf ety rev¡ew ok for f lter aid FiterA¡d Safelv ltemt 52

11 Pagel1 of11

20 Sulrun-Sohno Wrt.r Authorlty Exccutlv. CommÍtt!! M!3tlng, F.bruary 4,20L9 Crm.nt Hlll Wrþr Trtrtmrnt Pl.nt Agsndt ltarn 4,2 2012 Condltlon Ar!Ím.nt ProJlct R.vl.w Atþchmant B

tEg ,E9 tzg tSwa J!g llo Projßl Aclurl lY E¡ümrt.d Ad0¡l C¡.| Unr ClPProt ltrn Prd.rt ùrslptlon att. I PttottrV tLrt O¡tt compl.t.d I ada cHR,24 ol.ñr I t.ww.t.r Þ¡¡ñô çrudtr.. lnW çuñôC1l Strudur¡l R!ôrlr ô1.år t Þ.ú wir.r Þ,¡ññ $r¡rd¡¡r¡ $r¡rdùr.l n.ô¡lt l¡udlôn 6lð¡ &tô. bô¡rdl

L¿¡ Rrw w¡rrr lntrl. Dl¡trlbutlon/M.trdnr Struclur! Torboardt 4 B tn1a.1Á I :l-r'lp¡l ..Ârá. ir.¡ñ tM

2a tl'¡t , M.¡ñ Þ¡¡ñå l¿ R,h¡hlllrtrlâ¡ 2Ê D¡'^t t M'¡ñ Þ¡rñå !( bhrhlllr¡r¡6ñ 113 pläñt 2. Mâln Þumþ 16 Rehåbllltet¡on 3 B

29 al¡r¡ll.r t a t Ml¡.r Drlu. R.ó¡la CHR.2E 96 plânt 2. cl¡rlll.r 3 Mlxe. Dlvc Rroâlr I CHR,2O 95 plânt 2. clålfl.r 2 Mlxer Dlva Raþålr 2 B 2024

33

7.OOf 35 cHR.23 F¡lt.r Âld çtÁ.¡r.râñ! 1 Âñ.hôr Bôlt R.ôlâcemenl 7 00f I )1q ?o11-14 .¡l ¡ñd Côntiô|. R.bl...n.nt Fl.drr.âl 1'.nd,r (wlt.h ÀF1'1 R.ñlá.êñ¡ñl q? oo( AA 91.À tl?'l Maa.1 P.ñlâ.rñrñt Él.dr¡.âl rr'ñd^rñ.r fÈ-l n,ñlâ..ñ.nt A2^7 El.ár¡.'l Þ.ñÂl  n.ñ1,.¡ñ,ñt 4t 4 El.ár¡..1 Þ.¡1r..ñeñt 2 ^raa-t 44 7 :1.¿r¡.rl Dr¡âl ú/ A.ñl!.¡ñrñt 2 cHR.86 tc&E seru¡æ Trãñsformer neolecement 9 D [E serulcê Meter/8rêâkêr ReDlec€ment 11 D 2023 ¡drl.ål Sêrulcê Mâln MSM Reolacement 11 D 2023 rdrl.ãl MCC-3 Reðlâæment 2 B 2014 141.00t rrâv.lllñr Wât.r s.r..h Eladrlcâl pânêl MSP Reolâcement c 2020 141.00t cHB.89 Fl¡dd.rl ¡l.rr¡hutlôñ Fdulbm.nt R.hebllltãtlôñ ¡dl.âl ôúñâr M.t.r MS-2 Rêblecêm.nl )o2? 141.00{ .l.dr¡..1 rr.ñde. çúlr.h ÂßT-2 i.ôlâcêñênt )o77 32.OOt rl¡dr¡..1 Maa-¿ R.ðlâ..m.ñt ?o)a 71.OOf 55 Fl.drl.rl Tãñd^rñ.r f F-, n.ôlâ..ñ.ñt 141 00t 56 Fl.d.¡.zl Þâñål A ¡.ñlÂ..ñ.ht 1¿1 004 s7 Elâd'¡.rl Þâñ.1 Y R.ñ1,.,ñ.ñt 5a CHR,12 5q 5 Elód'|.'l M.r,r Mçl trñ|...m.ñt ^u,ñ.¡ .HR 74 !7 tlânl control svlem RTt, R€olãcemeni, Phate 1 6 c .HR 60 60 ReDlec€ñeht. Phase 2 6 c bntrâl stât¡on combut€r ISCADAì uorrâde 10 D Plánt contrôl svl.m Softwâre. lnlrumentet¡on & Controls UÞtrader 10 D 2022 64 6S f.lêûhone svlem R€olâceme¡t c 2020 âñt 1 Clrr¡fle¡ Nô. 1 Recôndrudlon ? B 67 r^r¡1. aânñl.t.dÞrôl.dß 6E rolects 69 r'. t 4 ¡ rñlLñt I Þ.h.hll¡r.r¡ôñ 15.16 clãrlflêr Baslns No.2 end 3 end Settled Water Storace Tânk 3 Flex¡ble Connectlons lnstallat¡o 3 a 160 Plânt 2. Clãrifier Bâsln No. 2 Coetln. Reoâlß 6 c 161 Pláñt 2. clârlflêr Sesln No.3 Coât¡nq Reoe¡ß 6 2020 1 Plâñt 2. senled wetêr storâre Tânk No. 3, Se¡sm¡c Retroflt and Coatlne Repâlß (was CHß 91 1 2073 Velves/Aduators ßeÞlaceDeñt lwâs cHR,30) 5 c 20t7 7S 2.302_000 15 bl Sv't.m Reh¡blllt.tlon 77 cHR.31 lcô,'ulâñr Plb¡nr ReDlecement 5 c )o7a 130_00{ cHR.59 lañ2'',1âñr Mårrr¡ñr Þ"mñ( R.ñlâ.Êñ.ñl 79 cHR,32 5L,52, t¡lter A¡d P¡plng Replacement & sâfety ltems 5 c 2018 130,00(

80 cHR,58 torl 75 00( a1 cHß.41 .hlñ'¡ñô \/'h,c

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c7 ult rolact¡ ¡8 e.u w¡r.r lñtrk, gl^w aôñfr.l G¡t¡ R.6l¡dm.ñl 2022 2ô24 142 R.w W.t.r l¡lllr Chlmløl V¡ult 1 Structut¡l ß!Þrlt

L47 R¡w wrt!rlnt¡kr 9rru.n Structur€ Mrrrrtnløl R.htbltltdlo¡ 77 Ð 2022 20,00( q 10E R¡w w.t.r lntrk. B¡r 8¡ck Rroltæmrnt D 2õÁ2 95 ;ì i i.ww¡r..rr..rñ.ñrchrñl.rlV¡ult 2 Strudur.l À.D.lr 9,00(

9ß 201e Eg CHß,44 rñç 1 nrw W.t.r Þilñð 11 R!ðl¡¿m.nt c ¡ñr 1 Þtw Wrt.r Þoñð l1 Vrlv.!/Adu¡tôr¡ Rablâømant c 2018 ¡w¡h|..^ññ.á¡^n. Þhñr i RâwW.t.r Pumðr {CHR.70l ^ñ c 2018 cHR.45 2E råi I Þ.ú,w.t.rÞr¡ñr lt ¡.61â.rñ.ñt rñr I a'u, u/!t.r Dr¡ññ l, V,lv../Âdtrtôrß R.6låúm.nt 201ß 24.Oil :l.rlbl. conñ.dlon¡on PI.nl 1 R.w Watrr Pump¡ (CHR,70) 16.30t ¡8.00t cHß,4t añt L Rrw w¡târ Puño f3 Raþl¿@Dant r;r 1. Råww¡t.r Puño 13 V¡lv.r/Acturtorr ReDlascmcnt 24.OOt 100.oot rrlhl. côhnrdlon. oh Plånt 1 Rew W.t.r PumÞs ICHß.70) L 108 ili-it;d6;,¡;ñ \/â1v../Âdr¡¡t^r. n.hrhllltrtl6n 110 cHR-5ô 22 ol'ñr I M!l^ þ'¡nñ & V.lù. l.hl..¡ñ.nt D.lltn B 2016 B 2û74 cHR,50 12 ol.ñt I Àr'¡ñ Dilññ li ¡.ñlå..ñ.nl ß2 tl.ñr r M'lñ Þ"ñ. ¡l V¡lvr

rz2 749 Þl¡ñr r .^mhln.á FlhârWãtêr Plblno/Vâlvê Rêðlâæment. Below{rounal lnsDed 27L,O ss 2018 30.00( 3.00( vl 4\â Plânt 2. Rew Water Treaiment Chem¡cal Veult 3 Struclurel Repa¡r )o22 100 2n?7 136 rw w.t.r Puñb R.¡h..ñ.nt Prol.d¡ o 2022 137 cHR.47 Þ|.ñt t RâúWãtrr Þr¡ññ l¿ R.nlâ.¡mênt I 134 39 a D 2022 D cHR.48 102 Dl.ñt t e.w w¡t.r Þ¡rñh !5 R.blàc.meñt )o22 40 Dlánr t tr.h,..ñd Âd¡rârâr RÞñlâ..ñrnt fôr Ráw Wâl.r Pumo å5 D 2022 D 7022 cHR.49 103 41 2022 t43 144 ?o1a 279.OOl cHB,53 v111â Plânl 2. Mã¡n Pumo ß4 Reolâcement 97 âno 24.OO( ?79.OOt CHR,54 Plå.t ? Mâln PumD ä5 Reolec€me¡t 24.OO( Plânt 2. vâlvê end Aduâtor ReÞlaæment for Main Waler Pump f5 ti27 279 00t cHR.55 rnt ? Mâln Pumô15 Reolâcem€nt t4 ôa( 150 rñr 2. vâlvê ãnd Âduâtor Reolacement for Àre¡¡ Wâter Pum! f6 9 D 151 152 , Hñrrmâi¡¿-ánkReole@ment 153 çñh.t4 19 tlâár t 9¡|t.. Þr.cà çtí¡á"râl Môd¡{¡.rr¡ôñs c 2022 70 Plâit 2. Fllter P2-F7 Slrúdural Modlf¡cetlons 2022 16.00r 21 Plânl 2. Fllter P2-F8 Strudurâl Modificatlons )o22 16_00( Pláñt 2 Fllter p2-F9 Strudurâl Modlf¡câtlons 707? 16.OOf P¡áñt 2 FIltêr P2-F1O Strudurâl Mod¡ficâtions tl)) 16.OOt ;;i t Fllrêr p2-F6 vâlve¡/aduetors Reolâcement 3.OOt nt, Ílhè. P2.F7 Vâlvas/Aduálors ReDlecement I OOf ¡ oot 161 ¡t , Elhè¡ P?-Favalves/Adúâtors ReDlåceme¡t 10 a62 Þlâñr ? F¡lrêr p?-Fq Vâlves/Aduâtors Reo!âcêment 10 163 73r w ¡ c¡n* pi-Ènu"lvès/Âduârôrs R€Dlâcement 10 D 2022

165 cHR.82 Þlânt, F¡lt.r Surfåæ Wâsh Púmo ReÞlâcement 11 D 166 Þlãñr , .^mh¡ñ'd F¡lt.r Wât.r Plô¡nr/Vâlvê Reoleceñent 11 D 167 cHR_73 ot'^t ) çl.âÌi.'l cêr.târôr Rêhãbllltãtiôñ 11 D 168 cHR-33 46 6 c 2018 CHR.A a4 .óñ.ñr s¡llr'ñ! râ ¡êh¡hllhãrlôñ ¡ñ.h¡dlnorecôâtinc&flexible @nnedions a B 2i14 HR ¡5 42 a 2074 45.00( .HR 63 134 Rêsiduâls Hândl¡n! Svstem P¡Þ¡nt ReDlaceñent D 2033 85.00( 4a ;ludce Pond Deént PumÞ lmÞrovement a ?o1a 23.O0t ihrdeÞ Pônd Deent PumD ReDlaceñent )o2a 2g_00t 1?g ìft'dse Pônd No. 1 Reheb¡l¡tat¡on )01? 15-OO( 15 00( 775 ifirdr. Pônd Nô- 2 Rehabllitâl¡on r76 cHR.67 7S ih'd'. !.ndl¡hr svdem lñbrovemenls c 2033 117 75 mlr

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ö#* Aft I 2012 CÄ aü t CIP Review.xlsx : 1 23 SUISUN-SOLANO WATER AUTHORITY EXHIBIT 2 WATER RATE STUDY Capital lmprovement Plan Expend¡tures Preliminary Draft Subject to Material Revision/Do Not Cite or Distribute

CAPITAL FUNDING SUMMARY CAPITÀL FUNDING FORECAST Rev¡sed ected Fund¡no Sources: FY 2014t15 FY 2015/16 FY 2016t17 FY 2017t14 FY 2018/19 FY 2019t20 FY 2020t21 FY 2021t22 FY 2022123 Grants $ $ $ $ $ $ $ $ $ Use of Capac¡ty Fee Reserves 1 ,808,919 1,649,044 State Revolving Fund Loan Revenue Bond 3,001,128 1,934,441 264,431 2,468,495 1,315,320 1,060,488 1,846,082 Use of Capital lmprovement and Depreciat¡on Reserve 1,370,802 1,323,730 1,085,888 Rate Revenue 67.114 Tofâl Sôurcês ôf CaDital Funds s 3,1?9.72,1 s 2-972.774 $ 3.001.128 $ r,934,44f $ 1,417,¡l¡14 $ 2,468,495 $ 1,315,320 $ 1,060'4E8 $ 1,E46,0E2 of Total Pro¡ect Costs $ 3.179.721 s 2972774 s 3.001.128 s 1.934.441 $ 1.417.4s4 $ 2.468.495 $ 1,31s,320 $ I.060.488 $ 1.846.0E2 Ceô¡tâl Fundind Sumlus (Dêfrciêncv) s s s s s $ $ s $

3,829,707 3,978,207 Beginning Fund Balance l7) $ 6,320,189 $ 4,802,066 $ 3,246,508 $ 3,344,220 $ 3,450,782 $ 3,s66,770 $ 3,692,834 $ $ Plus: lnterest Earnings 15,800 12,005 16,233 25.082 34,508 44,585 55,393 67,O20 79,564 81,480 81,480 81,480 PIus: Capac¡ty Fee Revenue 12) 274,996 81,480 81,480 81,480 81,480 81,480 Less: Use of Funds for Capital Proiects t1.808.919) (1.649.O44\ Endinq Caoacitv Fee Fund Balancê s 4.E02.O66 $ 3,2¿â_50ß s 3-3t1t1,22lJ s 3.450.782 $ 3.566.770 $ 3.692.634 s 3-978.207 S ¡f.139.251

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NBS - Loæl Govemment Solut¡ons Exhib¡t 2 (ClP), 10 of 29 Web: w.nbsgov.com Toll-Free:800.676.7516 EXHIBIT 2 SUISUN-SOLANO WATER AUTHORITY WATER RATE STUDY Capital lmprovement Plan Expenditures Preliminary Draft Subject to Material Revision/Do Not Cite or Distribute

CAPITAL IMPROVEMENT PROGRAM Capital lmprovement Program Costs (in Current-Year Doilars) (1) Replecement Reserve Proiects 2015 2016 2017 2014 2019 2020 202'.l 2022 2023

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ s $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ s $ $ Subtotal s s s s $ s $ s $ 25

Exh¡b¡t 2 (ClP), 11 of 29 NBS - Local Govemment Solutions Web: www.nbsgov.com Toll-Free:800.676.7516 SUISUN-SOLANO WATER AUTHORITY EXHIBIT 2 WATER RATE STUDY Cap¡tal lmprovement Plan Expenditures Preliminary Draft Subject to Material Revision/Do Not Cite or Distribute

)tion 2015 2016 2017 201 8 2019 2020 2021 2022 2023 Hiil Facil¡ty Projects CHR.4 CHWTP Equipment Replacements/Addit¡ons $ 31,000 $ $ $ $ $ $ $ $ CHR.9 Settled Water Storage Tanks 1 and 3 Rehabilitation $ 254,516 $ $ $ $ $ $ $ $ cHR.15 Plani 2 Pressure Filter Media Replacement $ $ I $ $ $ $ $ $ e cHR.17 Plant 1 Electrical Service Main (MSM) Circuit Breaker $ t $ $ $ $ $ $ cHR.18 Chlorinator Replacement $ $ $ $ $ $ $ $ $ cHR.19 Plant 1 Clarif¡er '1 Mixer Replacement $ 52,600 $ $ $ $ $ ù $ $ cHR.20 Plant 2 Clarif¡er 2 Mixer Drive Replacement $ $ $ $ $ $ $ $ $ cHR.22 Plant 2 Main Pump lmprovements $ $ $ $ $ $ $ $ $ cHR.23 Chemical Storage Tank Anchor Bolt Replacements $ $ $ $ $ $ $ s $ cHR.24 Miscellaneous Safety and Structural Repairs $ $ $ $ $ $ $ $ $ 't2 Electrical Distribut¡on Equipment Rehabilitation Phase 1 $ 297,140 $ 693,320 $ $ $ $ $ $ $ Plant I Clarifier 1 Coating Repairs ù 87,300 $ ù $ $ $ ù $ $ Plant 1 Clarifier Flexible Connect¡ons $ 53,900 $ $ $ $ $ $ $ $ Raw Waier Pump Rehabilitation/Replacement (Pumps 1 & 6) $ 34,000 $ $ $ $ $ $ $ $ 13 Plant 2 Clarifiers 2 & 3 Flexible Connections & Coating Repa¡rs $ $ $ I 52,500 $ $ $ $ $ $ Telephone System Replacement $ $ $ 88,300 $ $ $ $ $ $ Second Cement Hill Pipeline a $ $ 1,423,000 $ $ $ $ $ $ CHWTP Pond and Site Modificat¡ons $ $ $ $ $ $ 400,000 $ $ $ New Plant Entrance $ $ $ $ $ $ 400,000 $ $ $ Plant 1 Main Pump 1 & Valves Replacement $ c $ $ 31 9,000 $ $ $ $ $ Plant 1 Main Pump 2 & Valves Replacement $ $ $ $ $ $ 319,000 $ $ $ cHR.52 Plant 1 Main Pump 3 & Valves Replacement $ $ $ $ $ $ $ $ 319,000 $ cHR.30 Plant 2 Clarifiers Sludge Blowdown Valves/Actuators $ $ $ $ 25,200 $ $ $ $ $ cHR.31 Coagulant Piping Replacement $ $ $ $ 136,700 $ $ $ $ $ cHR.32 F¡lter Aid Pip¡ng Replacement & Safety ltems $ $ $ $ 136,700 $ ü ù $ $ cHR.28 Plant 1 Generator Ground Rod lnstallation $ 7,400 $ $ $ $ $ $ $ $ cHR.33 lnstrumentation Sensors and Transmitters Replacement $ $ $ $ I 10,400 $ $ $ $ $ e e CHR.34 Plant Control System RTU Replacement, Phase 1 I $ $ $ 89,400 $ $ $ e cHR.35 Residuals Process Valves Replacement $ $ $ $ 47,300 $ $ $ $ cHR.36 Sludge Pond Decant Pump lmprovement $ $ ù $ 24,200 $ $ $ $ $ cHR.37 Washwater Pond Decant Pump Replacement $ $ Ð $ 30,700 ù $ t $ $ cHR.38 Washwater Pond Sludge Pump Replacement $ $ $ $ 30,700 $ $ $ ù $ cHR.39 Plant 2 Air Compressor Replacement $ $ $ $ 26,300 $ $ $ $ $ cHR.40 Compressed Air System Replacement $ $ $ $ 15,800 $ $ $ $ $ cHR.53 Plant 2 lua¡n Pump 4 & Valves Replacement $ $ $ $ $ 31 9,000 $ $ $ $ Plant 2 Maìn Pump 5 & Valves Replacement $ $ $ $ $ $ $ 319,000 $ $ Plant 2 Ma¡n Pump 6 & Valves Replacement $ $ $ $ $ $ $ $ $ 31 9,000 Plant 1 Raw Waier Pump 1 & Valves Replacement $ $ ù $ $ $ $ ù $ Plant 'l Raw Water Pump 2 & Valves Replacement $ $ $ $ $ t 76,000 $ $ $ Plant 1 Raw Water Pump 3 & Valves Replacement $ $ $ $ $ $ $ $ 76,000 $ Plant 1 Hydropneumat¡c Tank Replacement $ $ $ $ $ $ 75,000 $ $ $ Plant 1 Filter Surface Wash Pump Replacement $ $ s $ $ $ 31,000 $ $ $ c Chlor¡nation System Replacement $ $ $ $ $ 107,200 $ $ $ F¡lter Aid Meiering Pump Replacement $ $ $ $ $ $ $ $ 79,000 $ Plant 1, Clar¡f¡er No. 1 Replacement $ $ $ $ $ $ $ $ $ 70 Flex¡ble Connections on Plant 1 Raw Water Pumps $ $ $ $ $ 21,000 $ $ $ $ $ $ 79,000 $ $ $ 26 Coagulant Metering Pumps Rep¡acement $ $ $ $ 71 Travelling Water Screen Electrical Panel MSP Replacement $ $ $ $ $ $ $ 148,000 $ $ .60 Plant Control RTU Phase 2 $ $ s $ $ $ $ 1 35,000 $ $

NBS - Local Govemment Solutions Exh¡bit 2 (ClP), 12 of 29 Web: M.nbsgov.com Toll-Free:800.676.751 6 SUISUN.SOLANO WATER AUTHORITY EXHIBIT 2 WATER RATE STUDY Capital lmprovement Plen Expenditures Preliminary Draft Subjectto Material RevisionlDo Not Cite or Distribute

ro¡èct Descriotion 2015 2016 2017 2018 2019 2020 2021 2022 2023

$ $ $ $ c $ $ $ 1 16,000 $ $ $ $ $ $ $ $ $ 29,000 $ $ $ $ $ $ $ $ $ 29,000 $ $ $ $ $ $ $ $ $ $ 98,000 $ $ $ $ $ $ $ $ $ 3,000 $ $ $ $ $ $ $ $ $ 3,000 $ $ ù $ $ $ $ $ $ 74,000 $ $ $ $ $ $ $ $ $ 74,000 $ $ $ $ $ 76,000 $ $ $ $ $ e $ $ $ $ $ 76,000 $ $ $ $ $ $ $ $ $ $ $ 76,000 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 75,000 $ $ $ $ $ $ $ $ $ 149,000 $ $ $ $ $ $ $ $ $ 22,000 $ $ $ $ $ $ $ $ $ 1 32,000 $ $ $ $ $ $ $ $ $ 5,000 $ $ $ $ $ $ $ $ $ 1 32,000 $ $ I 85,000 $ $ $ $ $ $ ù $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ I $ $ $ $ $ $ $ $ $ t $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ ü $ $ $ $ $ $ $ $ $ $ s $ $ Subtotal $ E17,656 5 E78,320 9't.663.800 $ 992,400 s 523_200 s 1.380.000 $ 678.000 s 648.000 s 1.162.000 27

NBS - Loæl Government Solut¡ons Exh¡bit 2 (ClP), 13 of 29 Web: w.nbsgov.æm Toll-Free:800.676.7516 SUISUN-SOLANO WATER AUTHORIÏY EXHIBIT 2 WATER RATE STUDY Cap¡tal lmprovement Plan Expenditures Preliminary Draft Subject to Material Revision/Do Not Cite or Distribute

rtion 2015 2016 2017 201 E 2019 2020 2021 2022 2023

STORAGE AND PUMPING FACILITIES Benton Court Pump¡ng Plant (1,000 gpm, two pumps) $ Pump replacement $ Electrical Replâcement $ BCR.l SCADA and Control Replacement 40,000 $ Complete Replacement (pumps, piping, electrical, PG&E $ Cement Hill Tank No.2a (2 MG) CHR.8 Rehabilitation, ¡ncluding recoating & flexible connections $ 557,000 cHR.90 Rehabilitation, including recoating $ SCADA Replacement $ Mixer Replacement $ Replacement $ Cement Hill Tank No. 2b (future, 2 MG) cHR.91 Rehab¡litation, includ¡ng recoat¡ng (assumes a steel tank)_ $ $ ù $ $ $ $ $ $ SCADA Replacement $ $ ù $ $ $ $ $ $ Mixer Replacemeni $ $ $ a $ $ $ $ $ Replacement $ $ $ $ $ $ $ $ $ Corooration Yard Facilitv Storage tank (1 MG) $ $ $ $ Rehab¡litation, including recoat¡ng $ e $ $ Demolit¡on $ $ $ $ Booster pump¡ng plant 1,200 gpm) $ $ $ $ Demolition $ $ $ $ Gregory H¡ll Facil¡ty Storage Tank (2 MG) $ $ $ $ $ $ $ Rehabilitat¡on, including recoating and flex¡ble connec-t¡ons $ $ $ 287,000 $ 287,000 $ $ $ SCADA Replacement $ $ $ $ $ $ $ M¡xer Replacement $ $ $ $ $ $ $ Replåcement $ $ $ $ $ $ $ Suisun Valley Pumping Plant (250 gpm, two pumps) $ $ $ $ $ $ $ Pump replacement $ $ $ $ $ $ $ Electrical Replacement $ $ $ $ $ $ $ SCADA and Control Replacement $ $ $ $ $ $ $ Sound Enclosure Replacement $ $ $ $ $ $ $ Complete Replacemeni (pumps, piping, electrical, PG&E $ $ $ $ $ $ $ Railroed Ave. Fac¡lity (future) Storage Tank (1.5 MG) a $ $ ù $ Rehab¡litat¡on, including recoating ù $ $ $ $ SCADA Replacement $ $ $ $ $ M¡xer Replacement $ $ $ $ $ Replâcement t $ e $ $ Booster Pump¡ng Plant (1,200 gpm) $ $ $ $ $ Pump replacement $ $ $ $ $ Complete Replacement (pumps, piping, electrical, PG&E $ $ $ $ $ Emergency Generator (xxx kw) $ $ $ $ $ Replacement $ $ $ $ $ 28 Sports Complex Facility Storage ïank (1.5 MG) $ $ $ $ $ $ $ $ Rehabil¡tation, including recoating and flex¡ble connect¡ons $ $ $ $ $ $ $ $ SCADA Replacement $ $ $ 40,000 $ $ $ $ $ Mixer Replacement $ $ $ $ $ $ $ $ $ $ e $ $ $ $ $

NBS - Local Government Solut¡ons Exhibit 2 (ClP), 14 of 29 Web: M.nbsgov.com Toll-Free:800.676.751 6 SUISUN-SOLANO WATER AUTHORITY EXHIBIT 2 WATER RATE STUDY Cap¡tal lmprovement Plan Expend¡tures Preliminary Draît Subject to Materidl Revision/Do Not Cite or Distribute

It¡On 2015 2016 2017 2014 2019 2020 2021 2022 2023 Projects, continued Sports Complex Booster Pumping Plant (2,000 gpm) $ ù $ $ ü $ $ Pump replacement / Electrical Replacement $ $ ù $ $ $ $ Sound Enclosure Replacement $ $ $ $ $ $ $ Complete Replacement (pumps, sumps, piping, structures $ $ $ $ $ $ $ Emergency Generator (n

NBS - Loæl Govemment Solut¡ons Êxh¡b¡t 2 (clP), 15 of 29 Web: w.nbsgov.com Toll-Free:800.676.7516 SUISUN.SOLANO WATER AUTHORITY EXHIBIT 2 WATER RATE STUDY Cap¡tal lmprovement Plan Expenditures Preliminary Draft Subject to Mateñal Revision/Do Not C¡te or D¡stribute

Proiect Descr¡ot¡on 2015 2016 2017 2014 2019 2020 2fJ21 2022 2023 D istríbution Facility Projects, contin ued PRESSURE REDUC''VG S TÁ T'O'VS PRS3: 18" Transmission Main to Bella Vise Dr¡ve main at Bur¡ed Concrete Vault $ $ $ $ $ $ $ $ Vault Cover $ $ 20,000 $ $ $ $ $ $ PRV replacement $ $ 20,000 $ $ $ $ $ $ PRS4: 18" Transmiss¡on Main to 12" ma¡n in Pintail Drive at Buried Concrete Vault $ $ $ $ $ $ $ $ Vâu¡t Cover $ $ $ $ $ $ $ $ PRV replacement $ $ $ $ $ $ $ $ PRSS: lS" Transmission Ma¡n to 12" main in Montebello Dr. at Buried Concrete Vault $ $ $ $ $ $ $ $ Vault Cover $ $ $ $ $ $ $ $ PRV replacement $ $ $ $ $ $ $ $ PRS6: 18" Transmiss¡on Main to 12" main ¡n Peterson Ave. Buried Concrete Vault $ $ $ $ $ $ $ $ Vault Cover $ $ $ $ $ 20,000 $ $ $ PRV replacement $ $ $ $ $ 20,000 $ $ $ PRST: 20" Transmission Main to 12" ma¡n in Benton Court at Buried Concrete Vault $ $ $ $ $ $ $ $ Vault Cover $ $ $ $ $ $ $ $ PRV rêôlâcement $ $ $ s s $ s $ Subtotel 5 190,000 $ $ 652,000 s 327_000 $ 287.000 $ 140.000 s 45.000 s 5 35.000 30

NBS - Local Govemment Solut¡ons Exhibit 2 (ClP), 16 of 29 Web: w.nbsgov.com Toll-Free:800.676.7516 SUISUN-SOLANO WATER AUTHORITY EXHIBIT 2 WATER RATE STUDY Capital lmprovement Plan Expenditures Preliminary Draft Subject to Mateñal Revision/Do Not Crte or Distribute

Pro¡ecf Dêscr¡otion 2015 2016 2017 2014 2019 2020 2021 2022 2023 O i stri b utio n System P rojects General Projects $ $ $ $ $ $ $ $ $ System Elements $ $ $ $ $ $ $ $ $ AC Pipe $ $ $ $ $ $ $ $ $ A¡r release valve $ $ $ $ $ $ $ $ $ Air relief valve $ $ $ $ $ $ $ $ $ Blowoff $ $ $ ù $ $ $ $ $ Casing $ $ $ $ $ $ $ $ $ a CP test station e $ $ $ $ $ $ $ Deepwell $ $ $ $ $ $ $ $ $ a DIP $ $ $ $ ù ù $ $ Hydrant assembly $ $ $ $ $ $ 246,400 $ 39,600 $ 8,800 $ 22,O00 PCCP A-50 (replaced with PVC Pipe) $ Q $ $ $ $ $ $ $ PCCP B-100 (replaced with PVC Pipe) $ ù Q $ $ $ $ $ ù PCCP B-150 (replaced with PVC Pipe) $ $ ù $ $ $ $ $ $ c PVC PiPe $ $ ù $ $ $ $ $ Sampling station ù $ $ $ $ $ $ $ $ Service $ $ $ $ $ $ $ $ $ Service (double) $ $ $ $ $ $ $ $ $ Valve $ $ $ $ $ $ $ $ $ Spec¡fic Projects $ $ $ $ ù $ $ $ $ DSR.12 Tolenas Lateral Pipeline Relocation $ $ $ $ $ $ ù $ $ DSR.14 SectionalizingValve ReplacementProject $ 49,868 $ 49,868 $ $ $ $ $ $ $ Suisun Vallev P¡Þeline Cleanino (lce Piqqinq Process) s s $ 60,000 $ s s $ $ $ Subtotal s 49.E6E $ 49,868 s 60.000 $ $ $ 246.400 $ 39.600 $ 8,800 s 22.000

roiect Descript¡on 201 5 2016 2017 201 E 2019 20?o 2021 2022 2023 Water Loss Control Projects 0SR.10.1 Water Loss Control Program Plan and Water Audit $ $ $ $ $ DSR.6.1 Large Meter Replacement Project (Phase 1) 49,297 49,297 $ $ $ $ $ DSR.6.1 Large Meter Replacement Project (Phase 2) I 19,300 1 19,300 $ 119,300 $ $ $ $ DSR.6.2 WLCP DMA lmplementation Project 200,000 200,000 $ $ $ $ $ Meter Replacement Programs 60,000 170,000 170,000 $ 170,000 $ 170,000 $ I 70,000 $ I 70,000 $ 170,000 Other Water Loss Control Proiects 40,000 I 30,000 130,000 $ 130.000 $ 1 30.000 $ 1 30.000 ù $ Subtotel $ 249,297 $ 349,297 s 419-300 s 419.300 s 419.300 s 300.000 $ 300,000 $ 170.000 s 170.

Proiêct Dêscriot¡on 2015 2016 2017 2fJ14 2019 2020 2021 2022 zlJ23 SCADA Projects DSR.4 Rehabilitation and SCADA lntegration of Meter and Pressure Redu $ 31,395 $ ù $ $ $ $ ü $ CYR.1 SCADA lntegration of Corp Yard Tank & Booster $ 7,386 $ $ $ $ $ $ $ $ Subtotãl $ 38.781 s $ s s $ s $

Proiect DescriDtion 2015 2016 2017 2018 2019 2020 2021 2022 2023 Syste m-Wid e P la n n i n g P rojects e PP.5 D¡str¡butionSystemCondit¡onAssessment $ 25,000 $ ù $ $ $ $ $ Treatment OÞt¡on Proiect $ $ $ $ $ s $ $ $ Subtotal $ 25.000 s t $ s s s $ $

31 rrent 1 1 1

NBS - LoGl Government Solul¡ons Exhibit 2 (ClP), l7 of 29 Web: w.nbsgov.com Toll-Free:800.676.751 6 SUISUN-SOLANO WATER AUTHORITY EXHIBIT 2 WATER RATE STUDY Capital lmprovement Plan Expend¡tures Preliminary Draft Subject to Material Revision/Do Not Cite ot Distribute

New Capac¡tv Fund Pro¡ects Pro¡ect DescriDtiôn 2015 2016 zo17 2lJ14 2019 2020 2021 2022 2023 cHc.l Cement Hill Tank 2þ gonstruct¡on $ 1,500,o00 $ 1,591,434 $ $ $ DSC.l Walters Road, Peterson Rd. to Lawler Ranch Pipeline $ 308,919 ü $ $ $ New Gregory Hill WTP Design ù $ $ $ $ PP.2 Upgrade Water Master Plan $ $ $ $ $ PP.3 Water Treatment Option Study $ $ $ $ $ PP.4 Water System Design Review $ $ $ $ $ Reilroâd Ave Fec¡litv $ $ s s $ Totel: Current Cost Est¡mate Per Year. Caoacitv Fund Proiects s 1,808,919 s,t.591.434 s s s $ $ s $ Yeer 32

NBS - Loæl Govemment Solut¡ons Exh¡b¡t 2 (ClP), 18 of 29 Web: Toll-Free:800.676.75'16 '''tW.nbsgov.com tutgJf{'tolAt{o I¡YA7ER alJTHoRlll Exacutlva Comnltt.. M.allng, Fabrutry 1, 20lC 2OIT T¡YATER RAlÉ IÍUDY N.nilli,rn1'2 A rp¡Ll lnprov.îÐ Êl Proþ9t ßtlil Ærchm.nt D

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eh¡ú2{clPl2or.S5,¡or3 35 AGENDA ITEM 5,1

SUISUN SOLANO \ryATER AUTHORITY EXECUTIVE COMMITTEE MEETING

Wednesday, January 7, 2018 9:00 a.m.

Suisun City Hall Conference Room 701 Civic Center Boulevard Suisun City, CA

MINUTES

(UNADOPTED - SUBJECT TO REVISION)

Members Present: City of Suisun City: Lori Wilson, SSWA Board Vice President, Suisun City Mayor; Richard Ramirez, Interim SSWA Assistant Manager, Interim Suisun City Manager

Solano Irrigation District: J.D. Kluge, SSWA Board President, SID Board President (by phone); Cary Keaten, SSWA Manager, SID General Manager

Staff Present: Jim Daniels, SSWA Secretary, SID District Engineer; Cammie Morin, SID Director of Finance; Joe Dingmano Suisun City Administrative Services Director; Matt Medill, Suisun City Public Works Director and City Engineer

Preliminarv 1.1 Call to Order As a quorum was present, Wilson called the meeting to order at 8:33 a'm.

1.2 Teleconference Notice Wilson gave notice of Kluge's teleconference participation in the meeting.

1.3 Election of Board Officers Keaten reviewed the election procedure and said a written report would be presented to the Board at its meeting. Wilson asked that a historical list of the holders of office for about the last five terms be included.

1.4 Approval of the Agenda Upon a motion by Kluge, seconded by Keaten, the Committee voted unanimously to approve the agenda as presented.

2 Presentations None

I 36 AGENDA ITEM 5.1

3 Public Comment (Non-Asenda ltems) None

4 Informational ltems 4.1 Canital lmprovement Project Status Reoort

There were no comments on this item.

4.2 Summary of Water Rate Study and Bond Igsuances

Morin reviewed the staff report with the committee. There were no comments, but the Committee decided the item should be agendized as a Scheduled Item.

5 Consent Calendar 5.1 Approve the Minutes of the December 5. 2018. Executive Committee Meeting

5.2 Adoption of the SSWA 2018 USBR Urban Water Management Plan

Upon a motion by Keaten, seconded by Kluge, the Committee voted unanimously to approve the consent calendar as presented.

6 Scheduled Items 6.1 Approve a Procurement Contract with ClearStream Environmental. Inc. for the Clarifiers 2 & 3 Reconstruction Proiect

Daniels briefly reviewed the staff report. It was recommended that the staff report emphasize that the preferred ClearStream equipment is proprietary to that company, further making a sole-source contract necessary.

6.2 Items for the SSWA Board Meeting scheduled for Monday. January 14. 2019. at 6 p.m.

By common consent the Committee agreed to take all items to the Board. Item 4.2 was to be presented as item 6,2.

7 Adiourn

The meeting was adjoumed at 8:48 a.m.

2 37 SUISUN-SOLANO \ryATER AUTHORITY EXECUTIVE COMMITTEE MEETING

MEETING DATE: February 4,2018

AGENDA ITEM 5.2

Request for approval of Amendment 3 to the New Cement Hill Pipeline Design Contract

EXECUTIVE SUMMARY:

At the request of staff, Bennett Engineering Services (BES), the design engineer for the New Cement Hill Pipeline, has proposed to do additional utility location, prepare additional easement documentation and field-locate the existing Cement Hill Pipeline for discussions with the landowner. Their proposed fee is $19,863.00. Staff requests approval of Amendment 3 to the NCHP design contract with BES and a design budget increase, including staff and contingency increases, of $22,363.

STAFF REPORT:

Design of the New Cement Hill Pipeline is nearly 100% finished. Field surveys and utility locations have been completed, the design has been reviewed, and right-of-way acquisition is in progress. Staff has identified items not included in the scope of the project that are needed to complete the work. These are:

1. Additional Utilitv Location: an existing AT&T utility box and fiber optic line at the base of Cement Hill is already very close to the existing Cement Hill Pipeline, and we are sure we can construct the new line between the box and existing pipe. To confirm constructability and reduce the contractor's risk (thereby reducing their bid), we want the fiber optic line located in advance. In addition there are thrust block on certain fittings in the existing pipe that the new pipe will be very close to. We want to confirm their locations and adjust the pipe design if needed to minimize affecting these thrust blocks.

2. Additional s Servìces: this includes two items. First, while the contract included mapping existing and proposed easements, a temporary construction easement is now being located by legal description and mapping to conform to the proposed new easement on Cement Hill in detail. Secondly, to show the landowner and staff where the construction will take place, staking the location of the existing pipeline will be very helpful. The existing pipeline is not in the center of the access road; it wanders side-to-side all the way up the hill. This makes modifications and additional easements necessary, which needs the landowner's approval.

Bennett Engineering Services (BES), the consulting engineer designing the New Cement Hill Pipeline, have submitted Amendment No. 3 to the NCHP design agreement to add the additional features to the design for a fee of $ 19,863.00.

5.2 NCHP Design Amendment 3 EC SR I 38 Budqet Review

As shown in Attachment2, the current approved budget for the design of the pipeline is 5402,131.00 including Amendments I and2. The total funding request is $19,863 + 2,500: $22,363. The NCHP project is funded in the FY 2017-18 and 2018-19 budgets for a total of $2.1 million. Allocation of an additional$22,363.00 is within the approved budget and no budget amendment is required at this time.

Environmental Compliance

Approval of the professional services contract with BES in March, 2018, was found to be exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15301 (Class 6). While CEQA ensures environmental protection and analysis at the soonest practical point in a project, if such analysis is done too early, there may not be enough information for a meaningful review and the CEQA document can be too speculative. While the services of Amendment 3 may result in changes to the final design. CEQA compliance for the whole construction project is proposed to be done by the adoption of a Mitigated Negative Declaration that is currently scheduled for public hearing at the SSWA Board's March 2019 meeting.

RECOMMENDATION/RE QUEST :

Staff requests the Executive Committee to recommend the Board approval of Amendment 3 to the NCHP design contract with Bennett Engineering Services to design access road drainage and a fiber optic conduit from the WTP to the tanks for a fee of $19,863 with a total design budget increase of 522,363.

ATTACHMENTS:

1. BES Contract Amendment No. 3 for the New Cement Hill Pipeline Project, CIP #CHC.3 2. Project Budget Review

STAFF RESPONSIBLE FOR REPORT:

r-3r-2019 J SID District Engineer Date

5.2 NCHP Design Amendment 3 EC SR 2 39 Scope of Services - Amendment No. 3 rity Executive Committee Meeting BENIEN Client: Suisun-Solano Water Authority February 4,2019 I I ED ÈNCINf:ÊRINC ADVISTR! Agenda ltem 5.2 '{{JS Consultant: Bennett Engineering Services lnc. 1 Bennett Êng¡neering Se¡vices 101Ì2 ![n.ise AvÉr]ue, Suite 100 Project: New Cement Hill Pipeline Project, CIP # CHC.3 Ro:eviilc, C¡lifornia 95661 T 9i6.783.4100 Date: January 3,2019 F 9¡.f,.783.4r10 wrvw.berr-etr. conr

Consultont's services sholl be limited to those expressly set forth below, ond Consultont sholl hqve no other obligotions or responsibilities for the Project or to the Client except as agreed to ín writing or os provided ¡n this Agreement. All of Consultant's services in ony woy relqted to the Project or Client sholl be subject to the terms of this Agreement.

TASK 2. Background Research Subtask2.3-A Potholing BEN IEN's subconsultant, Discovery Hydrovac, will pothole the 20" Cement Hill Pipeline, AT&T fiber optic line, and concrete thrust blocks at multiple locations along the project alignment to verify location and depth (assumes 2 in paved areas and 4 in unpaved areas). Subtask 2.4-A Survey BEN IEN's subconsultant, UNICO, will prepare plats and legal descriptions for the temporary construction easement (TCE) on City of Fairfield property. UNICO assumes three (3) plat and legaldescriptions.

UNICO will coordinate with project team to stake the existing 20" pipeline at approximately 3OO' intervals from Clay Bank Road to the tank site. UNICO will calculate the alignment and perform field staking as requested.

ASSUMPTIONS: o Two (2) potholes in paved areas and 4 (4) potholes in unpaved areas o Potholing will be completed in one (1) day . Open access to all project proposed sites for potholing o Three (3) plat and legal descriptions for TCEs

DELIVERABLES: o Three (3) TCEs for City of Fairfield . Pothole report

INITIALS:

P:\Proj\18100-suisun Solano \ryâter Cement llill Pipeline\00 ADMIN\Agreemenls\Working Docs\Amendment No 3\18100-NCH Pipel¡ne'Amendment No 3 SOW' 20190103 .lo.r Page 1 of 1 40 Cost Proposal - Amendment No. 3 Client: Suisun-Solano Water Authority BENIFN Consultant: Bennett Engineer¡ng Services lnc. 1ÂUltÊO ÊNCrNÉaRrN6 aÞVr50R5 Project: New Cement H¡ll Pipeline

Date: Jenuary 3, 2019

Eng¡neer ll Adm¡n¡strat¡ve BEN I EN Ðiscovery Mtsc. Un¡co Subtotal Hydrovac TOTAT 165 $/hr 77 Slh¡ EXPENSES Aty Cost Qtv Cost Qtv Cost Contrect Contrâct Task 2 - Background Research

2.3 - Potholing t hrs 516s hrs So t hrs $16s s10 s14,403 so s14,s78 2.4 - Suruey hrs so t hrs s77 t hrs s77 so so ss,2o8 Ss,28s

PROJECT TOTAL I hrs $16s I hrs 577 2 hrs 5242 5ro s14,403 S5,208 $19,863

Add¡t¡onal Fee lnformation

> Th¡s fee est¡mate ¡s valid for 90 days.

request.

50% prem¡um.

INITIALS: 41

P¡gÊ I of l Sul¡un Solano Water Authorlty Executlve Commlttee Meetlng, tebruary 4,20t9 Agenda ltem 5,2, Attachment 2

New C€ment Hlll Plpellnc Prorect Budgêt Revlew Derlgn Contract Amendment 3

Cu rrent Approved/Projected Proposed Revised Budget Bud¡et f1l Llne Descriptlon Amount Subtotal Amount Subtotal 1 Deslsn Phose 2 Consultant Deslcn Phase Services 332.75L 332.75L 3 BES Amendment 1: addltlonal design L7,6L0 t7,6L0 for Tank 2a Connections 4 BES Amendment 2: addition of L7,770 t7,770 drainace and fiber ootic conduits 5 BES Amendment 3: addltlonal utlllty 19,863 locatlon and surveylng servlces

6 SSWA/KSN Costs 34,000 34,000 7 Additional support, review and 1,800 1,800 coordination costs for Tank 2a Connections 8 Addltlonal staff support and 2,5O0 contlngency for Amendment 3 servlces 9 Subtotal, Desicn Phase 402,L31 423,794 10 Constructlon Phose TL Construcf'lon t2 New Cement Hlll Ploellne 13 Construction Contract 1.3s3.600 1,353,600 1.4 Construction Continsencv 13s,400 135,400 15 Tonk 20 Connectlons 15 Construction Contract 615,447 615,447 t7 Construction Contincencv 62,000 62,000 18 Subtotal, Construction Cosl 2,166,447 2,166,447 19 Consttu ctl on Ad ml ní sff ati on 20 Engineering Services During 32,000 32,000 Construction 2L lnsoection Services (KSNI 95,000 9s,000 22 Staff Costs 62,000 62,000 2? Survevinc 35,000 35,000 24 Geotechnical 35,000 35,000 25 Subtotal 2s9,000 259,000 26 10% Construction Adm¡nistration 26,000 26,000 Contincencv 27 Subtotal, Constructior 285,000 285,000 Administratior 28 Estimated Total Project Cost 2.853.578 2.875,241 29 Approved/Proposed Budeet (1) s2.860.ún 32.B8o.Mo

Notes 1 The pipeline project is funded in two fiscal years, FY 2017-18 with a budget of5175,510 and FY 2018- 19 with a budget of 51,912,000,îor a total of 52,087,510. 2 Amounts shown in italics are preliminary estimates and likely to change upon bidding the construction project. 3 The estimated stand-alone cost for design and bidding ofthe Tank 2a connections is 564,100 which isapprovedintheFY20lS-19ClPBudget. Aportionofthisapproveddesignfundinghasbeen transferred to the New Cement Hill Pipeline project budget.

42 SUISUN/SOLANO WATBR AUTHORITY EXECUTIVE COMMITTEE MEETING

MEBTING DATE: February 4,2019

AGENDA ITEM: 6.1

TITLE: Adopt a Resolution Authorizing the Sale of V/ater Revenue Bonds, Series 2019

SUBJECT: Adopt Resolution No. 19-04 authorizing the issuance and sale of water revenue bonds to finance costs of acquiring and constructing water system improvement projects, approving an official statement and other documents, and related matters.

EXECUTIVE SUMMARY:

On January 27,2015, the Suisun/Solano Water Authority (SSV/A) Board of Directors adopted the 2015 V/ater Rate Study (the 2015 Study). The 201 5 Study established water rate increases for the each of the five years from 2015 through 2019. The 2015 Study set water rates sufficient to place $13.5 million of water revenue bonds, during the five year period of the 2015 through 2019. The $13.5 million of proceeds from the water revenue bonds are to fund the SSWA Capital Improvement Program (CIP) to construct and rehabilitate capital assets for transportation, treatment, and distribution of water to SSV/A customers.

On June 14,2016, the SSV/A Board of Directors authorized the issuance of $8.3 million of water revenue bonds, and on September 13,2016, SSWA sold 30 year bonds with a face value of $8,240,000. Given the high quality of SSWA's credit rating, the bondholders paid a premium for the bonds, which provided an additional $1,495,895. On October 4,2016, $9.5 million was deposited into SSWA's bond bank account.

On August 13,2018, the Board of Directors approved Resolutions No. 18-17 and No. 18-18, which respectively, engaged NHA Advisors, LLC (NHA) as financial advisor, and Jones Hall as Bond and Disclosure Counsel, for the placement of at least $5.2 million in bonds (the2019 Bonds), in accordance with the 2015 Study.

The underwriter for the placement of the 2019 Bonds will be Stifel, Nicolaus & Company (Stifel). Stifel was one of the underwriters for the 2014 City of Suisun City bond offering. Stifel is the most active underwriter in California (firm wide), has a large California retail client base. Stifel is the number one (1) underwriter of water/wastewater revenue bonds. Since January 1, 2077, Stifel has underwritten22 waterlwastewater revenue issues. Since 2017, Stifel has brought to market one third of all bond sales in Solano County; which ensures that Stifel's sales force and underwriters are familiar with the local characteristics relevant to Solano County issuers

If the bond market conditions are favorable, and additional funds can be borrowed without additional cost to SSV/A, NHA has advised SSV/A to consider increasing the bond offering to up $7.0 million. There are sufficient identified CIP projects to use any additional bond proceeds that may be received.

Page I of4 43 The Indenture of Trust, as prepared by Jones Hall, is by and between SuisurVSolano Water Authority and U.S. Bank National Association. The Indenture of Trust is an agreement in the bond contract made between a bond issuer and a trustee that represents the bondholder's interests by highlighting the rules and responsibilities that each party must adhere to. It also indicates from where the income stream for the bond is derived.

The Official Statement is usually circulated to gauge the level of interest among prospective investors by giving broad information (but without indicating the price of the issue), and expressly states that the document is not an offer but a public disclosure on a forthcoming conditional sale.

It is expected the SSWA will receive a bond rating at least equal to the Standards and Poor A+ rating received for the bonds issued in2016. SSWA is expect to receive the bond rating by February 15,2019.

By adopting Resolution No l9-04, the Board is adopting the final Offrcial Statement, Indenture of Trust, the Bond Purchase Agreement, and Continuing Disclosure Certificate, though these documents are currently in draft form. Staft along with NHA and Jones Hall are finalizing the documents, which are currently presented in essentially final form. Adoption of Resolution No 19-04, accepts the final versions of these reports, without further Board action.

Staff recommends the SSWA Board adopt Resolution No. 19-04 authorizing the issuance and sale of water revenue bonds, of not less than $5.2 million and not more than $7.0 million, and the use of such bond proceeds to fund the Capital Improvement Program and pay bond issuance costs. Resolution No. 19-04 also approves the Offrcial Statement and the Indenture of Trust, and the engagement of Stifel as the underwriter of the 2019 Bonds.

BACKGROUND:

On January 27,2015, the Suisun-Solano Water Authority (SSWA) Board of Directors adopted the Water Rate Study, as prepared by NBS (the 2015 Study). The 2015 Study established water rates sufficient to issue $5.2 million of water revenue bonds in2016, and $8.3 million in2019.

On June 14,2016, due to favorable conditions in the municipal bond market, the SSV/A Board of Directors authorized the issuance of the $8.3 million of bonds in2016, and the $5.2 million in 2019.

On September 13, 2016, SSV/A has a successful offering and sold 30-year bonds with a face value of $8,240,000, with an initial interest rate of 3.778047%. Given the high quality of SSWA's credit rating, the bondholders paid a premium for the bonds, which provided an additional $1,149,895 in bond proceeds. On October 4,2016, $9.5 million was deposited into SSV/A's bond bank account.

On August 13,2018, the Board of Directors approved Resolutions No. 18-17 and No. 18-18, which respectively, engaged NHA Advisors, LLC (NHA) as financial advisor, and Jones Hall as

Page2 of 4 44 Bond and Disclosure Counsel, for the placement of at least $5.2 million in bonds (the 2019 Bonds), in accordance with the 2015 Study.

NHA has advised SSWA to consider increasing the bond offering to up $7.0 million, if the bond market conditions are favorable, and the additional funds can be borrowed without additional cost to SSWA.

The proposed Capital Improvement Program that the proceeds from the 2019 Bond will be used are presented in Attachment 5 to this staff report.

RECOMMENDATION:

Staff recommends the Suisun/Solano Water Authority Board of Directors adopt Resolution No. 19-04 authorizing the issuance and sale of water revenue bonds, of not less than $5.2 million and not more than $7.0 million, to finance costs of acquiring and constructing water system improvement projects, approving an official statement and other documents, and related items.

FINANCIAL IMPACT:

Funding will be available for the Capital Improvement Program and SSWA will assume long- term debt of at least $5.2 million, and not more than $7.0 million.

SSWA has adopted water rates deemed sufficient to pay the principal and interest on the 2019 Bonds.

ATTACHMENTS:

1. ResolutionNo. 19-04 2. Preliminary Official Statement 3. Indenture of Trust 4. Underwriter/Placement Agent Agreement with Stifel, Nicolaus & Company 5. Proposed Capital Improvement Project Schedule for the 2019 Bond Issuance 6. Bond Purchase Agreement

DEFINED TERMS:

1. SSWA, Suisun/Solano Water Authority 2. The 2015 Study, The 2015 Vy'aterRate Study 3. CIP, Capital Improvement Program 4. The 2019 Bonds, The placement of at least $5.2 million in V/ater Revenue Bonds in20l9 5. NHA, NHA Advisors, LLC - Financial Advisors 6. Stifel, Stifel, Nicolaus & Company - Bond Offering Underwriter t

Page 3 of4 45 STAFF RESPONSIBLE FOR REPORT:

Date: O1-28-2019 Cammie Morin, Solano Irrigation District

Date:01-28-2019 Cary General Manager

Page 4 of 4 46 Jones Hall Draft of Jan. 30, 2019 Agenda Item 6.1 Attachment 1 RESOLUTTON NO. 19-04

SU ISU N/SOLANO WATER AUTHORITY

RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF WATER REVENUE BONDS TO FINANCE COSTS OF ACQUIRING AND CONSTRUCTING WATER SYSTEM IMPROVEMENT PROJECTS, APPROVING AN OFFICIAL STATEMENT AND OTHER DOCUMENTS, AND RELATED MATTERS

WHEREAS, the Suisun/Solano Water Authority (the "Authority" or "SSWA") operates facilities for the transportation, treatment and distribution of water (the "Enterprise") for the purpose of supplying water to the citizens and businesses in the service area of the Authority; and

WHEREAS, the Authority, after due investigation and deliberation, has determined that it is in the best interests of the Authority at this time to provide for the issuance of its Water Revenue Bonds, Series 2019 (the "Bonds") pursuant to this Resolution and an lndenture previously entered into bytheAuthority in 2016, as supplemented and amended by a Supplemental lndenture (as such terms are defined below) for the purpose of financing improvements to the Enterprise, funding a reserve fund for the Bonds (if necessary), and paying the costs of issuance of the Bonds; and

WHEREAS, the information required to be obtained and disclosed by this Board pursuant to Government Code Section 5852.1 is set forth in the staff report accompanying this Resolution; and

WHEREAS, the Board wishes at this time to authorize all proceedings relating to the issuance of the Bonds, and to approve the execution and delivery of all agreements and documents relating thereto.

NOW, THEREFORE, BE lT RESOLVED, by the Board of Directors of the Suisun/Solano Water Authority, as follows:

1. lssuance of Bonds. The Board hereby authorizes and approves the issuance of a series of bonds pursuant to the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with section 6584) of Chapter 5, Division 7, Title 1 of the California Government Code, to be designated the "Suisun/Solano Water Authority Water Revenue Bonds, Series 2019," or similar designation, in a principal amount not to exceed $-.

2. Purposes. The Bonds will be issued to provide funds to finance capital improvements to the Enterprise, fund a reserve fund for the Bonds (if necessary) and pay the costs of issuance of the Bonds, which may include premium(s) paid for bond insurance or reserve insurance.

3. Revenue Bonds. The Bonds are to be revenue bonds, payable exclusively from the net revenues of the Enterprise, on a parity with the Suisun/Solano Water Authority Water Revenue Bonds, Series 2016, which were issued in 2016. Such revenues will constitute a trust fund for the security and payment of the principal or redemption price of and interest on the Bonds. The general fund of the Authority is not liable and the credit or taxing power of the Authority is not

47 pledged for the payment of the principal or redemption price of and interest on the Bonds. The owners of the Bonds may not compel the exercise of the taxing power by the Authority or the forfeiture of its property, and the principal or redemption price of and interest on the Bonds are not a debt of the Authority, nor a legal or equitable pledge, charge, lien or encumbrance, upon any of its property, or upon any of its income, receipts, or revenues except the net revenues of the Enterprise of the Authority, as and to the extent set forth in the lndenture described herein.

4. Approval of Supplemental lndenture of Trust. The Bonds shall be issued pursuant to, and secured by, the lndenture of Trust, dated as of Octoþer 1,2016 (the "lndenture"), between the Authority and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented and amended by Supplemental lndenture of Trust No. 1 (the "Supplemental lndenture") relating to the Bonds. The Supplemental lndenture, in substantially the form on file with the SSWA Secretary, is hereby approved by the Board. The Board President, the SSWA Manager, the Auditor-Treasurer and each of their designees (each, an "Authorized Officer") is hereby authorized and directed, for and in the name of the Authority, to execute and deliver the Supplemental lndenture in such form, together with such changes, insertions and omissions as may be approved by an Authorized Officer and Jones Hall, A Professional Law Corporation, as Bond Counsel to the Authority, with such execution to be conclusive evidence of such approval. The SSWA Secretary is hereby authorized and directed to attest the Supplemental lndenture and affix the seal of the Authority thereto, if required. The Board hereby authorizes the delivery and performance of the Supplemental lndenture and the lndenture. The Trustee shall be compensated for the services rendered by it in accordance with the lndenture, as supplemented and amended by the Supplemental lndenture, on the basis of the fee schedule approved from time to time by an Authorized Officer.

5. Terms of the Bonds. The Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be issued in the form, shall be subject to redemption, and shall otherwise be issued on the terms and conditions, all as set forth in the Supplemental lndenture as finally executed, in accordance with this Resolution.

6 Sale of the Bonds: Purchase Aoreement. The Board hereby approves the sale of the Bonds by negotiation with Stifel, Nicolaus & Company, lncorporated, as undenruriter (the "Underuvriter") pursuant to the Bond Purchase Agreement in the form on file with the SSWA Secretary, together with any changes therein or additions thereto approved by an Authorized Officer, whose execution thereof shall be conclusive evidence of the Authority's approval of any such additions and changes. The Bond Purchase Agreement shall be executed in the name and on behalf of the Authority by an Authorized Officer upon submission of a proposal by the Undenruriter to purchase the Bonds, which offer is consistent with the following requirements: the amount of Underuvriter's discount shall not exceed the true interest cost of the Bonds shall not exceed _o/o, and the aggregate principal amount-o/o, of the Bonds shall not exceed the amount set forth in Section I aþove.

7. Official Statement. Staff has caused a draft of the Preliminary Official Statement relating to the Bonds to þe distributed to the members of the Board and to be placed on file with the SSWA Secretary. The Preliminary Official Statement is still in draft form and staff is continuing to work with the Authority's Municipal Advisor (defined below) and the Authority's Bond Counsel and Disclosure Counsel (defined below) to finalize the Preliminary Official Statement. The Board hereby authorizes and directs an Authorized Officer, on behalf of the Authority, to deem the Preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") prior to its distribution to prospective purchasers of the Bonds. The Board

-2 48 hereby approves and authorizes the distribution of the Preliminary Official Statement to prospective purchasers of the Bonds.

Each Authorized Officer is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final Official Statement and to execute said final Official Statement. The Authorized Officer shall take such further actions prior to the signing of the final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the final Official Statement, which shall be in substantially the form of the Preliminary Official Statement and which shall include final pricing information and the other information permitted to be excluded from the preliminary Official Statement pursuant to the Rule and such other changes and additions thereto deemed advisable by the Authorized Officer and, shall be conclusive evidence of the approval of the final Official Statement by the Authority.

The final Official Statement, when prepared, is approved for distribution in connection with the offering, sale and delivery of the Bonds.

L Continuinq Disclosure. The Board hereby approves the Continuing Disclosure Certificate, in substantially the form attached to the Preliminary Official Statement together with any changes therein or additions thereto deemed advisable by the Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officer is hereby separately authorized and directed to execute, and the SSWA Secretary is hereby authorized and directed to attest the final form of the Continuing Disclosure Certificate, if required, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Continuing Disclosure Certificate.

9. Documents in Substantiallv Final Form: Further Authoritv. The documents on file with the SSWA Secretary and herein approved are in substantially final form; that is, they are final as to important business terms such as the rate covenant undertaken by the Authority as to the water rates the Authority will enact so long as the Bonds are outstanding, and parity bond restrictions, governing limitations on future issues of bonds secured by net revenues of the Enterprise, but do not contain the numbers resulting from the sale of the Bonds, which numbers will be inserted once the Bonds are sold. This Resolution is intended to be a "parameters resolution," in which the Board approves a water revenue bond issue at a not to exceed principal amount and interest rate, payable solely from the net revenues of the Enterprise.

The officers of this Authority are hereby authorized and directed to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Resolution, and the execution or taking of such action shall be conclusive evidence of such necessity or advisability. Without limiting the foregoing, each Authorized Officer is authorized to purchase on behalf of the Authority a municipal bond insurance policy and/or debt service reserve fund policy and to comply with the terms of such policies, and to execute contracts with NHA Advisors, LLC, as Municipal Advisor; Jones Hall, A Professional Law Corporation, as Bond Counsel and Disclosure Counsel; and U.S. Bank, National Association, as trustee for the Bonds, to the extent deemed necessary by an Authorized Officer.

10. Deliverv of Bonds. The Bonds shall be delivered to the Underuvriter, as the original purchaser thereof. This Authority shall execute and the Trustee shall authenticate and deliver the Bonds upon receipt of the purchase price and shall credit the proceeds as provided in the

Supplemental I ndenture.

11. Effective late This Resolution shall take effect immediately upon adoption

-3- 49 **************

I HEREBY CERTIFY that the foregoing Resolution was duly passed and adopted by the Board of Directors of the Suisun/Solano Water Authority at a public meeting of said Board held on the _ day of 2019, by the following vote:

AYES:

NOES -,

ABSENT:

ABSTAIN

President of the Board

ATTEST

SSWA Secretary

-4- 50 tr- Agenda Item 6.1 9õ Jones Hall Draft of Jan. 30, 2019 EE Attachment 2 =øõE STATEMENT DATED FEBRUARY 2019 o=o'Ë PRELIMINARY OFFICIAL c; NEW ISSUE - FULL BOOK-ENTRY -, RATING: S&P: "-" bg See "RATÑ" =tn ØoOe oa ln the opinion of Jones Hatt, A Professional Law Corporation, San Francisco, Califomia, Bond Counsel, subiect, however to certain ËÈ qualifications described herein, under existing law, the interest on the 2019 Bonds is excluded from gross income for federal income tax Ea purposes and such interest is not an item of tax preference for purposes of fhe federal altemative minimum tax. [fThe 2019 Bonds are "qualified c'cE.E tax-exempt obligations" within the meaning of section 265(b)(3) of the lnternal Revenue Code of 1986, as amended.ll In the fufther opinion from Califomia personal income faxes. See "TAX MATTERS." ed30 of Bond Counsel, interest on the 2019 Bonds is exempt 2Ø 6e. ll* õ:- oõ SUISUN/SOLANO WATER AUTHORITY q!, Ê-o= Water Revenue Bonds, Series 2019 Eã [[(Bank Qualified)]l â3GE Dated: Date of Delivery Due: September 1, as shown on inside cover ãE og Authority for lssuance. The bonds captioned above (the "2019 Bonds") are being issued by the Suisun/Solano Water Authority (the :E "Authority") under a Supplemental lndenture of Trust No. 1 dated as of March 1,2019 (the "Supplemental lndenture"), which supplements and >o L- amends the lndenture of Trust dated as of October 1,2016 (the "Original lndenture," and together with the Supplemental lndenture, the EÞ "lndenture") by and between the Authority and U.S. Bank National Association, as trustee. See "THE 2019 BONDS - Authority for lssuance." tsd E.9 Security for the 2019 Bonds. The 2019 Bonds are special obligations of the Authority, payable solely from "Net Revenues" of the rb (as more detail herein, the "Enterprise"), and øL Authority's facilities for the transportation, treatment and distribution of water described in Eo amounts on deposit in the funds and accounts established under the lndenture, as and to the extent provided in the lndenture. The Authority õ.9-L will not fund a debt service reserve fund for the 2019 Bonds. See "SECURITY FOR THE 2019 BONDS.' CLø¿ o€ø= Existing and Future Parity Debt. The 2019 Bonds are being issued as Parity Bonds under the lndenture , secured by the Net Revenues äs9ì of the Enterprise on a parity basis with the Authority's Water Revenue Bonds, Series 2016 (the "2016 Bonds"), which are cu rrently outstanding ø= in the principal a mount of $ Additional series of bonds or other debt may be issued that are payable from Net Revenues on a :o parity basis with the 201 9 Bonds and 2016 Bonds, subject to the conditions contained in the lndenture. See "SECURITY FOR THE 2019 oE:!, BONDS - Parity Debt." oo cì IJse of Proceeds. The 2019 Bonds are being issued to provide funds to finance capital improvements to the Enterprise and to pay the b.e ol! "FINANCING cø costs of issuing the 2019 Bonds. See PLAN." ?b Bond Terms; Book-Entry Onty. The 2019 Bonds will bear interest at the rates shown on the inside cover, payable semiannually on cEõo March 1 and September I of each year, commencing [September 1,20191, and will be issued in fully registered form without coupons in the ËsLO denomination of $5,000 or any integral multiple of $5,000. The 2019 Bonds will be issued in book-entry only form, initially registered in the troo= name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Purchasers of the 20'19 Bonds will not receive certificates õr/) Payments of the principal of, premium, if any, and interest on the 2019 Bonds will be made by õ"c representing their interests in the 2019 Bonds. Eô to DTC, which is obligated in turn to remit such principal, premium, if any, and interest to its DTC Participants for subsequent disbursement to õ9 the beneficial owners of the 2019 Bonds. See "THE 2019 BONDS - General Provisions." õd E; Redemption The 2019 Bonds are subject to redemption prior to maturity. See "THE 2019 BONDS - Redemption." r)=Oo 9ì llBond Insurance. Bond insurance has been applied for and its use will be determined prior to pricing.ll o.= o- IS PLEDGED TO THE PAYMENT OF oo NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE AUTHORITY Ø.) THE2OlgBONDSORINTERESTTHEREON. THE2OlgBONDSARENOTSECUREDBYALEGALOREQUITABLEPLEDGEOF,OR oE PROPERTY OF THE AUTHORITY OR ANY OF ITS INCOME OR Ë.3 CHARGE, OR LIEN, OR ENCUMBRANCE UPON, ANY OF THE g'; RECEIPTS, EXCEPT THE NET REVENUES OF THE ENTERPRISE AND AMOUNTS ON DEPOSIT IN THE FUNDS AND ACCOUNTS ESTABLISHED UNDER THE INDENTURE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. c6oÊ oc Êoo'- EEêË MATURITY SCHEDULÊ ooo3 (see inside cover) -o 9o\Ø EE ÈE THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE OF ôs Ëo BONDS. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN -o !cG INFORMED INVESTMENT DECISION WITH RESPECT TO THE PURCHASE OF THE 2019 BONDS. INVESTMENT IN THE 2019 BONDS :-ú, oà INVOLVES RISKS THAT MAY NOT BE APPROPRIATE FOR SOME INVESTORS. SEE'BOND OWNERS' RISKS.' ãG PO Bonds offered when, as and if issued and accepted by the Undenvriter, subject to approval as to their legality by Jones Hall, A E¡ The 2019 are 9o Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will also be passed upon for the Authority by Jones ge Hall, A Professional Law Corporation, as Disclosure Counsel. Certain legal matters will be passed upon for the Authority by Kronick Moskovitz Ge /)õ Tiedemann & Girard, as counsel to the Authority. lt is anticipated that the 2019 Bonds, in book-entry only form, will be available through the facilities Eã of DTC on or about March_, 2019. OL Fo lsTrFEL LOGOI >à ã.o Es The date of this Official Statement is: =o io!rÈ * Preliminary; subject to change eã -o -,2019 51 MATURITY SCHEDULE

Serial Bonds (Base CUSIPt: 865063)

Maturity Principal lnterest (September 1) Amount Rate Yield Price CUSIPT

$ _%Term Bond due September 1, 20_, Yield: Price CUSIPf:_ -%; -;

T Copyright 2019, American Bankers Association. CUSIP data herein are provided for convenience of reference only Neither the Authority nor the Underuriter assumes any responsibility for the accuracy of CUSIP data. C: Priced to the fìrst optional redemption date of September 1,20- al par.

52 SUISUN/SOLANO WATER AUTHORITY

BOARD OF DIRECTORS

LoriWilson, President John D. Kluge, Vice President Anthony Adams, Boardmember Michael J. Barrett, Boardmember Guido E. Colla, Boardmember Jane Day, Boardmember Mike J. German, Boardmember Lance A. Porter, Boardmember Michael A. Segala, Boardmember Wanda Williams, Boardmember

AUTHORITY STAFF

Cary Keaten, SSWA Manager Richard Ramirez, Assrsfanf Manager Joe Dingm an, Auditor-Treasurer James S. Daniels, SSI4/A Secretary Kronick Moskovitz Tiedemann & Girard, Counselto the Authority

BOND AND DISCLOSURE COUNSEL

Jones Hall, A Professional Law Corporation San Francisco, California

MUNICIPAL ADVISOR

NHA Advisors, LLC San Rafael, California

TRUSTEE

U.S. Bank, National Association San Francisco, California

53 GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT

No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations with respect to the 2019 Bonds other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been authorized.

No lJnlavvful Offers or Soticitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Effective Dafe. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the 2019 Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the Enterprise since the date of this Official Statement.

IJse of this Official Statement. This Official Statement is submitted in connection with the sale of the 2019 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract with the purchasers of the 2019 Bonds.

Preparation of this Official Statement. The information contained in this Offìcial Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness.

Document References and Summaries. All references to and summaries of the Fiscal Agent Agreement or other documents contained in this Official Statement are subject to the provisions of those documents and do not purport to be complete statements of those documents.

Stabilization of and Changes to Offering Prices. The Underwriters may over allot or take other steps that stabilize or maintain the market price of the 2019 Bonds at a level above that which might otherwise prevail in the open market. lf commenced, the Underwriter may discontinue such market stabilization at any time. The Underwriter may offer and sell the 2019 Bonds to certain dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the cover page of this Official Statement, and those public offering prices may be changed from time to time by the Undenivriter.

Bonds are Exempt from Securities Laurs Registration The issuance and sale of the 2019 Bonds have not been registered underthe Securities Act of 1933, as amended, orthe Securities Exchange Act of 1934, as amended, in reliance upon exemptions for the issuance and sale of municipal securities provided under Section 3(aX2) of the Securities Act of 1933 and Section 3(aX12) of the Securities Exchange Act of 1934.

Estimates and Projections. Certain statements included or incorporated by reference in this Official Statement constitute "forward-lóoking 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 274 of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate," "budget" or other similar words.

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 AUTHORITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.

Internet Sifes. Each of the District, City and Authority maintains an internet site, however, none of the information contained on such internet sites is incorporated by reference in this Offlcial Statement.

54 TABLE OF CONTENTS

Paqe rNTRODUCT|ON...... 1 HistoricalWaterTreatment ry FtNANctNc PLAN.. .:...... :..:..:. :...:.. .3 Active Water Accounts ...... 25 Capital lmprovements...... 3 Water Rates...... 25 Estimated Sources and Uses of Funds .3 Largest Users...... 26 THE PROJECT...... 4 Capacity Fees ...... 27 THE 2019 BONDS... .4 Capital lmprovement Program ...... 28 Authority for lssuance .4 Financial lnformation ...... 28 General Bond Terms .4 Long-Term I ndebted ness ...... 28 Redemption .5 Historicaland Projected Pro Forma Cash Registration, Transfer and Exchange.. .7 Flows and Debt Service Coverage ...... 30 DEBT SERVICE SCHEDULE .B BOND OWNERS',RISKS ...... 32 SECURITY FOR THE 2019 BONDS...... o Net Revenues; Rate Covenant ...... 32 General .9 No Debt Service Reserve Fund ...... 32 Receipt and Deposit of Revenues...... 10 Expenses of the Authority ...... 32 Allocation of Gross Revenues 10 Limitations on Remedies Available to Bond Application of Debt Service Fund...... 11 Owners...... 32 Rate Stabilization Fund 12 Seismic and Environmental Considerations 33 Rate Covenants...... 12 California Drought Conditions ...... 33 Parity Debt. 13 Loss of Tax-Exemption...... 33 State Loans 14 Proposition 218 ...... 33 Subordinate Obligations 15 Environmental Regu|ation ...... 35 Eminent Domain Proceeds.... 15 Secondary Market for Bonds...... 35 Casualty lnsurance... 15 Future Parity Ob|igations...... 35 THE AUTHORITY...... 16 TAX MATTERS...... 36 Formation, Purpose and Powers....,.... 16 CERTAIN LEGAL MATTERS...... 37 Organization and Management 16 LTTTGATION ...... 38 THE ENTERPRISE 19 RAT|NG...... 38 General 19 coNTTNUTNG DrSC1OSURE ...... 38 Service Area and Customers.. 19 UNDERWRITING ...... 39 Current Water Supply 19 MUNtCTPAL ADVISOR ...... 39 Adequacy of Water Supply 20 pRoFESS|ONAL FEES ...... 39 Water Charges and Billing 22 EXECUTION ...... 39 Regulatory Framework 23 Seismic Considerations ...... 23 Employees. 24

APPENDIX A: SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE APPENDIX B: AUDITED FINANCIAL STATEMENTS OF THE AUTHORITY FOR THE FISCAL YEAR ENDED JUNE 30, 2018 APPENDIX C FORM OF CONTINUING DISCLOSURE CERTIFICATE APPENDIX D GENERAL INFORMATION REGARDING SUISUN CITY, THE SOLANO IRRIGATION DISTRICT AND SOLANO COUNTY APPENDIX E: FORM OF OPINION OF BOND COUNSEL APPENDIX F: DTC AND THE BOOK-ENTRY ONLY SYSTEM

55 OFFICIAL STATEMENT

* $ SUISUN/SOLANO WATER AUTHORITY Water Revenue Bonds, Series 2019 (Bank Qualified)

INTRODUCTION

This introduction is not a summary of this Official Statement. lt is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. Capitalized terms used but not defined in this Official Statement have the meanings given in the lndenture (as defined below). See "APPENDIX A - Summary of Certain Provisions of the lndenture."

Authority for lssuance. The bonds captioned above (the "2019 Bonds") are being issued by the Suisun/Solano Water Authority (the "Authority") under a Supplemental lndenture of Trust No. I dated as of March 1,2019 (the "Supplemental Indenture"), which supplements and amends the lndenture of Trust dated as of October 1, 2016 (the "Original lndenture," and together with the Supplemental lndenture, the "lndenture") by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"). See 'THE 2019 BONDS - Authority for lssuance."

Security for the 2019 Bonds. The 2019 Bonds are special obligations of the Authority, payable solely from "Net Revenues" of the water system of the Authority, comprising all facilities for the transportation, treatment and distribution of water for the Authority's water customers (the "Enterprise"), and amounts on deposit in the funds and accounts established under the lndenture as and to the extent provided in the lndenture. "Net Revenues" are generally defined in the lndenture as the "Gross Revenues" received from the Enterprise, less the amount of "Maintenance and Operation Costs" of the Enterprise (as those terms are defined in the lndenture). See "SECURITY FOR THE 2019 BONDS.'

/Vo Reserve Fund. TheAuthoritywill notfund a debt service reservefund forthe 2019 Bonds

Existing and Future Parity Debt. The 2019 Bonds are payable from the Net Revenues on a parity basis with the Authority's Water Revenue Bonds, Series 2016, which were issued by the Authority on October 4,2016 (the "2016 Bonds") and are currently outstanding in the principal amount of $7,940,000. Additional series of bonds or other debt may be issued that are payable from Net Revenues on a parity with the 2019 Bonds and the 2016 Bonds (such obligations, "Parity Bonds"), subject to the conditions contained in the lndenture. See "SECURITY FOR THE 2019 BONDS - Parity Debt." * Preliminary; subject to change

56 Purpose of the 2019 Bonds. The 2019 Bonds are being issued to provide funds for capital improvements to the Enterprise and to pay the costs of issuing the 2019 Bonds. See .,FINANCING PLAN.'

Rate Covenant. Under the lndenture, the Authority is obligated to fix, prescribe, revise, and collect charges for the Enterprise during each Fiscal Year that are sufficient to yield Net Revenues of at least 120o/o of Debt Service on the 2019 Bonds, 2016 Bonds and any other Parity Bonds in that Fiscal Year. See "SECURITY FOR THE 2019 BONDS - Rate Covenants."

llApplication for Bond lnsurance. Bond insurance has been applied for and its use will be determined prior to pricing.ll

Rísks of lnvestmenf. The 2019 Bonds are repayable only from certain money available to the Authority from the Enterprise and certain other funds and accounts established under the lndenture, as and to the extent set forth in the lndenture. For a discussion of some of the risks associated with the purchase of the 2019 Bonds, see 'BOND OWNERS' RISKS.'

THE 2019 BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE, OR LIEN, OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE AUTHORITY OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE NET REVENUES OF THE ENTERPRISE AND AMOUNTS ON DEPOSIT IN THE FUNDS AND ACCOUNTS ESTABLISHED UNDER THE INDENTURE AS AND TO THE EXTENT PROVIDED IN THE INDENTURE.

2 57 FINANCING PLAN

Capital lmprovements

The proceeds of the sales of the 2019 Bonds are anticipated to be used to replace, upgrade and rehabilitate the treatment, storage and distribution systems of the Enterprise. However, the lndenture permitstheAuthorityto spend the proceeds of the 2019 Bonds on any capital improvements to the Enterprise. See "THE PROJECT'herein.

The 2019 Bonds are the second series of planned indebtedness to be issued by the Authority to fund its capital improvement program. The Authority may in the future issue additional bonds and/or obtains loans from the State that would be payable from Net Revenues on a parity basis with the 2016 Bonds and the 2019 Bonds, forthe purpose of financing additional capital improvements to the Enterprise. See SECURITY FOR THE 2019 BONDS - Parity Debt" and "- State Loans" herein. However, the availability and timing of any such financings are uncertain.

Estimated Sources and Uses of Funds

The estimated sources and uses of funds relating to the 2019 Bonds are as follows

Sources: Principal Amount of Bonds $ Plus/less: INet] Original lssue Premium/Discount TOTAL SOURCES $

Uses: Deposit to Project Fund $ Deposit to Cost of lssuance Fund(1) Underwriter's Discount TOTAL USES $

(1) Represents funds to be used to pay Costs of lssuance, which include legal fees, municipal advisor's fee, printing costs, rating agency fees, and other expenses.

3 58 THE PROJECT

Proceeds from the 2019 Bonds are expected to be used primarily to replace, upgrade and rehabilitate the treatment, storage and distribution systems of the Enterprise. The largest anticipated capital project is at the Cement Hill Water Treatment plant and it will improve treatment capabilities, with a focus on clarifier and tank reconstruction. The next largest anticipated capital project is the rehabilitation of the water treatment chemical system. The final major capital project is the construction of a pipeline from the Cement Hill Water Treatment Plant to a newly constructed storage tank, which will increase storage and improve water quality. Notwithstanding the foregoing, the lndenture permits the Authority to spend the proceeds of the 2019 Bonds on any capital improvements to the Enterprise.

THE 2019 BONDS

This section provides summaries of the 2019 Bonds and ce¡lain provisions of the lndenture. See APPENDIX A for a more complete summary of the lndenture. Capitalized terms used but not defined in this section have the meanings given in APPENDIX A.

Authority for lssuance

The 2019 Bonds are being issued by the Authority under a Resolution adopted by the BoardofDirectorsoftheAuthority(the,.Board,,)on-'2019;Article4ofChapter5of Division 7 of Title I of the California Government Code (the "Bond Law"); and the lndenture.

General Bond Terms

Bond Terms, The 2019 Bonds will be dated their date of delivery and issued in fully registered form without coupons in denominations of $5,000 or any integral multiple of $5,000. The 2019 Bonds will mature in the amounts and on the dates, and bear interest at the rates per annum, set forth on the inside cover page of this Official Statement.

Payments. lnterest on the 2019 Bonds will be payable on March 1 and September 1 of each year to maturity, beginning [September 1,2019] (each an "lnterest Payment Date").

lnterest on the 2019 Bonds will be payable on each lnterest Payment Date to the person whose name appears on the Bond Registration Books as the Owner thereof as of the Record Date immediately preceding each such lnterest Payment Date, such interest to be paid by check or draft of the Trustee mailed by first class mail to the Owner or, at the option of any Owner of at least $1,000,000 aggregate principal amount of the 2019 Bonds with respect to which written instructions have been filed with the Trustee prior to the applicable Record Date, by wire transfer, at the address of such Owner as it appears on the Bond Registration Books.

lf there exists a default in payment of interest due on such lnterest Payment Date, such interest will be payable on a payment date established by the Trustee to the persons in whose names the 2019 Bonds are registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Trustee to the registered Owners of the 2019 Bonds not less than 15 days preceding such special record date.

Principal of and premium (if any) on any 2019 Bond will be paid upon presentation and surrender thereof at the Principal Corporate Trust Office of the Trustee in St. Paul, Minnesota.

4 59 Both the principal of and interest and premium (if any) on the 2019 Bonds will be payable in lawful money of the United States of America.

However, as long as Cede & Co. rs the registered owner of the 2019 Bonds, as described below, payments of the principal of, premium, if any, and interest on the 2019 Bonds will be made directly to DTC, or its nominee, Cede & Co.

Calculation of lnterest. The 2019 Bonds will be dated their date of delivery and bear interest based on a 360-day year comprised of twelve 30-day months from the lnterest Payment Date next preceding its date of authentication, unless said date of authentication is an lnterest Payment Date, in which event such interest is payable from such date of authentication, and unless said date of authentication is prior to [August 15,2019], in which event such interest is payable from their date of delivery; provided, however, that if, as of the date of authentication of any 2019 Bond, interest thereon is in default, such 2019 Bond will bear interest from the date to which interest has previously been paid or made available for payment thereon in full.

Record Date. The lndenture defines the "Record Date" for the 2019 Bonds as the 15th calendar day of the month immediately preceding an lnterest Payment Date.

Book-Entry Only System. The 2019 Bonds will be registered in the name of Cede & Co., as nominee of the Depository Trust Company ("DTC"), New York, New York, as the initial securities depository for the 2019 Bonds. Ownership interests in the 2019 Bonds may be purchased in book-entry form only. Purchasers of the 2019 Bonds will not receive physical bonds representing their ownership interests in the 2019 Bonds purchased.

Principal and interest payments with respectto the 2019 Bonds are payable directly to DTC by the Trustee. Upon receipt of payments of principal and interest, DTC will in turn distribute such payments to the beneficial owners of the 2019 Bonds. See "APPENDIX F - DTC and the Book-Entry Only System."

So tong as the 2019 Bonds are registered in the name of Cede & Co., as nominee of DTC, references in this Official Statement to the "owners" mean Cede & Co., and not the purchasers or Beneficial Owners of the 2019 Bonds. See "APPENDIX F - DTC and the Book-Entry Only System."

Redemption*

Optional Redemption. The 2019 Bonds maturing on or before September 1, 20-, are not subject to optional redemption prior to maturity. The 2019 Bonds maturing on or after September 1 ,20--, are subject to redemption prior to their respective maturity dates, at the option of the Authority, as a whole or in part, as determined by the Authority, on any date on or after September I ,20_-, from any source of available funds, at the principal amount of the 2019 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

Notice of Redempúíon. Unless waived by the Owner of any 2019 Bonds to be redeemed, notice of any redemption of 2019 Bonds will be given, at the expense of the Authority, by the Trustee by mailing a copy of a redemption notice by first class mail at least 20 days and not more than 60 days prior to the date fixed for redemption to the Owner of the 2016 Bond or 2019 Bonds to be redeemed at the address shown on the Bond Registration Books; provided, that neither the

* Preliminary; subject to change

5 60 failure to receive such notice nor any immaterial defect in any notice will affect the sufficiency of the proceedings for the redemption of the 2019 Bonds. Any such notice also will be given to the Securities Depositories and the lnformation Services on the same date that it is given to the Owner ofthe 2019 Bonds.

However, while the 2019 Bonds are subject to DTC's book-entry system, the Trustee will be required to give notice of redemption only to DTC as provided in the letter of representations executed by the Authority and received and accepted by DTC. DTC and the Participants will have sole responsibility for providing any such notice of redemption to the beneficial owners of the 2019 Bonds to be redeemed. Any failure of DTC to notify any Participant, or any failure of Pañicipants to notify the Beneficial Owner of any 2019 Bonds to be redeemed, of a notice of redemption or its content or effect will not affect the validity of the notice of redemption, or alter the effect of redemption set fotth in the lndenture.

Rescr.ssion of Redemption and Cancellation of Redemption Notice. The Authority has the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption.

Any notice of optional redemption will be canceled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Outstanding Bonds then called for redemption, and such cancellation will not constitute an Event of Default under the lndenture.

The Authority and the Trustee shall have no liability to the Owners or any other pañy related to or arising from such rescission of redemption. The Trustee will mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent.

Selecfíon of Bonds for Partial Redemption, lf only a portion of any 2019 Bond is called for redemption, then upon surrender of such Bond redeemed in part only, the Authority will execute and the Trustee shall authenticate and deliver to the Owner, at the expense of the Authority, a new 2019 Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2019 Bond or Bonds.

Manner of Redempúion. Whenever any 2019 Bonds are to be selected for redemption, the Trustee will determine, by lot, the numbers of the 2019 Bonds to be redeemed, and will notify the Authority thereof.

Purchase in Lieu of Redemption.ln lieu of redemption as provided above, moneys of the Authority may be used and withdrawn by the Trustee for purchase of Outstanding 20't9 Bonds, at the direction of the Authority, at public or private sale as and when, and at such prices (including brokerage and other charges) as the Authority may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. All 2019 Bonds purchased under these provisions of the lndenture will be cancelled.

Consequences of lVofice. Notice of redemption having been given as described above, the 2019 Bonds or portions of 2019 Bonds so to be redeemed will, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Authority defaults in the payment of the Redemption Price) such 2019 Bonds or portions of 2019 Bonds will cease to have interest accrue thereon. Upon surrender of such 2019 Bonds for redemption in accordance with said notice, such 2019 Bonds will be paid by the Trustee at the Redemption Price. lnstallments of interest due on or prior to the redemption date will be

b 61 payable as provided in the lndenture for payment of interest. Upon surrender for any partial redemption of any 2019 Bond, there will be prepared for the Owner a new 2019 Bond or 2Q19 Bonds of the same maturity in the amount of the unredeemed principal. All 2019 Bonds which have been redeemed will be cancelled and destroyed by the Trustee and will not be redelivered. Neither the failure of any 2019 Bond Owner to receive any notice so mailed nor any defect therein will affect the sufficiency of the proceedings for redemption of any 2019 Bonds nor the cessation of accrual of interest thereon.

Registration, Transfer and Exchange

Bond Registration Books. The Trustee will keep or cause to be kept at its trust office sufficient Bond Registration Books for the registration and transfer of the 2019 Bonds, which will at all times during regular business hours, and upon reasonable notice, be open to inspection by the Authority; and, upon presentation for such purpose, the Trustee will, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Bonds as provided in the lndenture.

Transfer of 2019 Bonds. Any 2019 Bond may, in accordance with its terms, be transferred upon the Bond Registration Books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2019 Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed.

Whenever any 2019 Bond is surrendered for transfer, the Authority will execute and the Trustee will thereupon authenticate and deliver to the transferee a new Bond or Bonds of like tenor, maturity and aggregate principal amount. No 2019 Bonds the notice of redemption of which has been mailed pursuant to the lndenture will be subject to transfer under this provision of the lndenture.

Exchange of 2019 Bonds. 2019 Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee, for 2019 Bonds of the same tenor and maturity and of other authorized denominations. No 2019 Bondsthe notice of redemption of which has been mailed pursuantto the lndenture will be subject to exchange under this provision of the lndenture.

7 62 DEBT SERVICE SCHEDULE

Annual debt service on the 2019 Bonds and 2016 Bonds is presented below

Period Ending 2019 Bonds 2019 Bonds 2019 Bonds 2016 Bonds Total Sept. I Principal lnterest Total Total Debt Service

Total:

I 63 SECURITY FOR THE 2OI9 BONDS

This section provides summaries of the security for the 2019 Bonds (which together with the 2016 Bonds and any other Parity Bonds are referred to as the "Bonds"), and ceñain provisions of the lndenture. See APPENDIX A for a more complete summary of the lndenture. Capitalized terms used but not defined in this section have the meanings given in APPENDIX A.

General

Transfer and Ptedge of Net Reyenues. Under the lndenture, the Authority will transfer and assign to the Trustee, for the benefit of the Owners, that portion of the Net Revenues which is necessary to pay the principal or Redemption Price of and interest on the Bonds in any Fiscal Year, together with all moneys on deposit in the Debt Service Fund, and such portion of the Net Revenues is irrevocably pledged to the punctual payment of the principal or Redemption Price of and interest on the Bonds.

The Net Revenues may not be used for any other purpose while any of the Bonds remain Outstanding, except that out of Net Revenues there may be apportioned and paid such sums for such purposes, as are expressly permitted by the lndenture.

This pledge constitutes a first, direct and exclusive charge and lien on the Net Revenues for the payment of the principal or Redemption Price of and interest on the Bonds in accordance with the terms thereof.

Limited Obtigation of the Authority. The Net Revenues constitute a trust fund for the security and payment of the principal or Redemption Price of and interest on the Bonds. The general fund of the Authority is not liable and the credit or taxing power of the Authority is not pledged for the payment of the principal or Redemption Price of and interest on the Bonds. The Owner of the Bonds shall not compel the exercise of the taxing power by the Authority or the forfeiture of its property. The principal or Redemption Price of and interest on the Bonds are not a debt of the Authority, nor a legal or equitable pledge, charge, lien or encumbrance, upon any of its property, or upon any of its income, receipts, or revenues except the Net Revenues of the Enterprise.

Net Revenues. The lndenture defines "Net Revenues" with respect to the Enterprise as, for any period of computation, the amount of the Gross Revenues received from the Enterprise during such period, less the amount of Maintenance and Operation Costs of the Enterprise becoming payable during such period.

Gross Reyenues. The lndenture defines "Gross Revenues," as for any period of computation, all gross charges received for, and all other gross income and revenues derived by the Authority from, the ownership or operation of the Enterprise or otherwise arising from the Enterprise during such period, including but not limited to:

o all Charges received by the Authority for use of the Enterprise,

a all receipts derived from the investment of funds held by the Authority or the Trustee under the lndenture,

o transfers from (but exclusive of any transfers to) the Rate Stabilization Fund, and

9 64 a all moneys received by the Authority from other public entities whose inhabitants are served pursuant to contracts with the Authority.

The Authority acknowledges that although connection fees are included in Gross Revenues, they are available only to pay those costs permitted under California law, specifically including but not limited to, the Mitigation Fee Act.

Maintenance and Operation Cosfs. The lndenture defines "Maintenance and Operation Costs," as the reasonable and necessary costs spent or incurred by the Authority for maintaining and operating the Enterprise, including the cost of water purchased by the Authority for delivery to the Authority's water customers, calculated in accordance with sound accounting principles, and all reasonable and necessary expenses of management and repair and other expenses to maintain and preserve the Enterprise in good repair and working order, and including all reasonable and necessary administrative costs of the Authority attributable to the Enterprise and the Bonds, such as salaries and wages and the necessary contribution to retirement of employees, overhead, insurance, taxes (if any), expenses, compensation and indemnification of the Trustee, and fees of auditors, accountants, attorneys or engineers, and including all other reasonable and necessary costs of the Authority or charges required to be paid by it to comply with the terms of the Bonds or the lndenture, but excluding depreciation, replacement and obsolescence charges or reserves therefor and amortization of intangibles or other bookkeeping entries of a similar nature.

lVo Reserve Fund. The Authority will not fund a debt service reserve fund for the 2019 Bonds.

Receipt and Deposit of Revenues

Under the lndenture, the Authority covenants and agrees that all Gross Revenues, when and as received, will be received and held by the Authority in trust and will be deposited by the Authority in a Water Revenue Fund to be established and held by the Authority, and will be accounted for through and held in trust in the Water Revenue Fund, and the Authority will only have such beneficial right or interest in any of such money as provided in the lndenture. All such Gross Revenues will be transferred, disbursed, allocated and applied solely to the uses and purposes set forth in the lndenture, and will be accounted for separately and apart from all other money, funds, accounts or other resources of the Authority.

Allocation of Gross Revenues

Under the lndenture, all Gross Revenues will be held in trust by the Finance Director in the Water Revenue Fund and will be applied, transferred, used and withdrawn only for the purposes set forth below.

Operating Cosfs. The Finance Director will first pay from the moneys in the Water Revenue Fund the budgeted Maintenance and Operation Costs as such Costs become due and payable.

Debt Service Fund. On or before the second Business Day prior to each lnterest Payment Date, the Finance Director will transfer from the Water Revenue Fund to the Trustee for deposit in the Debt Service Fund:

10 65 . an amount equal to the aggregate amount of interest to become due and payable on all Outstanding 2016 Bonds and 2019 Bonds on the next succeeding lnterest Payment Date, plgg

. an amount equal to the aggregate amount of Principal lnstallments becoming due and payable on all Outstanding 2016 Bonds and 2019 Bonds on the next succeeding Principal lnstallment Date.

All interest earnings and profits or losses on the investment of amounts in the Debt Service Fund will be deposited in or charged to the Debt Service Fund and applied to the purposes thereof. No transfer and deposit need be made into the Debt Service Fund if the amount contained therein, taking into account investment earnings and profits, is at least equal to the lnterest Requirement or Principal lnstallments to become due on the next lnterest Payment Date or Principal lnstallment Date upon all Outstanding2A16 Bonds and 2019 Bonds.

Debt Seruice Funds for Future Parity Bonds. On or before the second Business Day prior to each lnterest Payment Date, the Finance Director will transfer from the Water Revenue Fund to the Trustee for deposit in the debt service funds created for any future Series of Parity Bonds:

a an amount equal to the aggregate amount of interest to become due and payable on all Outstanding Parity Bonds on the next succeeding lnterest Payment Date, plus

a an amount equal to the aggregate amount of Principal lnstallments (including any Sinking Fund lnstallments) becoming due and payable on all Outstanding Parity Bonds on the next succeeding Principal lnstallment Date.

All interest earnings and profits or losses on the investment of amounts in the Debt Service Fund will be deposited in or charged to the Debt Service Fund and applied to the purposes thereof. No transfer and deposit need be made into the Debt Service Fund if the amount contained therein, taking into account investment earnings and profits, is at least equal to the lnterest Requirement or Principal lnstallments to become due on the next lnterest Payment Date or Principal lnstallment Date upon all Outstanding Parity Bonds.

Reserye Accounts. After making the payments, allocations and transfers provided above, if the balance on hand in the reserve account for any Series of Parity Bonds is less than the Reserve Requirement, such deficiency shall be restored by transfers from the first moneys which become available in the Water Revenue Fund to the Trustee to replenish the reserve account for any Series of Parity Bonds, on a pro rata basis.

Su4p/us. As long as all of the foregoing payments, allocations and transfers are made at the times and in the manner set forth above, any moneys remaining in the Water Revenue Fund may at any time be treated as surplus and applied for any lawful purpose.

Application of Debt Service Fund

Underthe lndenture, the Trustee will allocate amounts in the Debt Service Fund as follows:

11 66 Payment of lnterest. The Trustee will withdraw from the Debt Service Fund, prior to each lnterest Payment Date, an amount equal to the lnterest Requirement payable on such lnterest Payment Date, and will cause the same to be applied to the payment of said interest when due and is hereby authorized to apply the same to the payment of such interest.

Payment of Principal. The Trustee will withdraw from the Debt Service Fund, prior to each Principal lnstallment Date, an amount equal to the principal amount of the Outstanding 2016 Bonds and 2019 Bonds, if any, maturing on said Principal lnstallment Date, and will cause the same to be applied to the payment of the principal of said 2016 Bonds and2019 Bonds.

All withdrawals and transfers described above will be made not earlier than 1 day prior to the lnterest Payment Date or Principal lnstallment Date to which they relate, and the amount so withdrawn or transferred will, for the purposes of the lndenture, be deemed to remain in and be part of the appropriate Account until such lnterest Payment Date or Principal lnstallment Date.

Rate Stabilization Fund

Under the lndenture, the Authority has the right at any time to establish a rate stabilization fund (the "Rate Stabilization Fund") to be held by it and administered in accordance with the lndenture, for the purpose of stabilizing the rates and charges imposed by the Authority with respect to the Enterprise. From time to time the Authority may deposit amounts in the Rate Stabilization Fund, from any source of legally available funds, including but not limited to Net Revenues which are released from the pledge and lien which secures the 2019 Bonds,2016 Bonds and any Parity Bonds, as the Authority may determine.

The Authority may, but is not required to, withdraw from any amounts on deposit in a Rate Stabilization Fund and deposit such amounts in the Water Revenue Fund in any Fiscal Year for the purpose of paying Debt Service coming due and payable in such Fiscal Year. Amounts so transferred from a Rate Stabilization Fund to the Water Revenue Fund will constitute Gross Revenues for such Fiscal Year (except as othenrvise provided in the lndenture), and will be applied for the purposes of the Water Revenue Fund. Amounts on deposit in a Rate Stabilization Fund will not be pledged to or otheruvise secure the 2019 Bonds, 2016 Bonds or any Parity Bonds. All interest or other earnings on deposits in a Rate Stabilization Fund will be withdrawn therefrom at least annually and accounted for as Gross Revenues in the Water Revenue Fund. The Authority has the right at any time to withdraw any or all amounts on deposit in a Rate Stabilization Fund and apply such amounts for any lawful purposes of the Authority.

Rate Covenants

Sum Sufficient. Under the lndenture, the Authority will fix, prescribe, revise and collect Charges for the Enterprise during each Fiscal Year that are at least sufficient, after making allowãnces for contingencies and error in the estimates, to produce Gross Revenues (excluding connection fees and transfers to the Water Revenue Fund from the Rate Stabilization Fund) which will be sufficient to pay the following amounts in the following order of priority:

first, all Maintenance and Operation Costs of the Enterprise estimated by the Authority to become due and payable in such Fiscal Year;

12 67 second, the Debt Service on the Bonds;

third, all other payments required for compliance with the lndenture and the instruments pursuant to which any Parity Bonds relating to the Enterprise are issued; and

fourth, all payments required to meet any other obligations of the Authority which are charges, liens, encumbrances upon or payable from the Gross Revenues of the Enterprise or the Net Revenues of the Enterprise on a senior or parity basis to the Bonds.

For purposes of meeting the foregoing covenant, the Authority shall not be required to include in the computation of Maintenance and Operation Costs any costs of repairing the Enterprise to the extent those costs are directly or indirectly caused by the occurrence of an earthquake or the aftershocks associated with that earthquake cited in a proclamation or declaration of the President of the United States or the Governor of California in which the President or the Governor proclaimed the existence of a state of emergency because of earthquake damage, but only if the Authority reasonably determines that it will have sufficient moneys from a source other than Charges to pay those costs.

Coverage With Rate Stabilization Fund Transfers. ln addition, under the lndenture the Authority will fix, prescribe, revise and collect Charges for the Enterprise during each Fiscal Year which are sufficient to yield Net Revenues of the Enterprise at least equal to 120o/o of Debt Service on the Bonds in such Fiscal Year for Bonds which have a lien on such Net Revenues. For purposes of this paragraph, the amount of Net Revenues for a Fiscal Year will be computed on the basis that any transfers into the Water Revenue Fund in such Fiscal Year from the Rate Stabilization Fund are included in the calculation of Net Revenues, as provided in the lndenture and any deposits into the Rate Stabilization Fund in such Fiscal Year are deducted from the amount of Net Revenues to the extent such deposits are made from Gross Revenues received by the Authority during that Fiscal Year; and for purposes of computing Net Revenues, Maintenance and Operation Costs shall not include any costs of repairing the Enterprise to the extent those costs are directly or indirectly caused by the occurrence of an earthquake or the aftershocks associated with that earthquake cited in a proclamation or declaration of the President of the United States or the Governor of California in which the President or the Governor proclaimed the existence of a state of emergency because of earthquake damage.

Parity Debt

ln addition to the 2016 Bonds and the 2019 Bonds, the Authority may, by a Parity Bonds lnstrument, issue or incur other loans, advances or indebtedness payable from Net Revenues to be derived from the Enterprise, to provide financing for the Enterprise, in such principal amount as may be determined by the Authority. The Authority may issue or incur any such Parity Bonds so long as the Authority is in compliance with its covenants under the lndenture and:

1. The Net Revenues of the Enterprise (excluding, for this calculation, connection fees), calculated on sound accounting principles, as shown by the books of the Authority for the latest Fiscal Year or any more recent 12-month period selected by the Authority ending not more than 60 days priorto the adoption of the Parity Bonds lnstrument pursuant to which such Parity Bonds are issued, as shown by the books of the Authority, plus, at the option of the Authority, any or all of the items hereinafter in this paragraph designated (i) and (ii), must at least equal 120o/o of Maximum Annual Debt Service, with Maximum

13 68 Annual Debt Service calculated on all Bonds to be Outstanding immediately subsequent to the issuance of such Parity Bonds which have a lien on Net Revenues of the Enterprise. The items any or all of which may be added to such Net Revenues for the purpose of issuing or incurring Parity Bonds under the lndenture are the following:

(i) An allowance for Net Revenues from any additions to or improvements or extensions of the System to be made with the proceeds of such Parity Bonds, and also for Net Revenues from any such additions, improvements or extensions which have been made from moneys from any source but in any case which, during all or any part of such Fiscal Year or such 12-month period, were not in service, all in an amount equal to 90% of the estimated additional average annual Net Revenues to be derived from such additions, improvements and extensions for the first 36-month period in which each addition, improvement or extension is respectively to be in operation, all as shown in the written report of an lndependent Consultant engaged by the Authority.

(ii) An allowance for revenues projected to arise from any increase in the Charges which has been approved by the Board prior to the incurring of such additional indebtedness but which, during all or any part of such Fiscal Year or such 12-month period, was not in effect, in an amount equal to the amount by which the Net Revenues would have been increased if such increase in Charges had been in effect during the whole of such Fiscal Year or such 12-month period, all as shown in the written report of an lndependent Consultant engaged by the Authority. For the avoidance of doubt, a Charge shall be considered to have been approved by the Board and may be considered in the calculation of the allowance described in the previous sentence if the Charge is part of a multi-year rate increase that has þeen approved by the Board, even if the specific Charge will not take effect until a subsequent Fiscal Year.

2. The Parity Bonds lnstrument providing for the issuance of such Parity Bonds under the lndenture provides that:

(i) The proceeds of such Parity Bonds will be applied to the acquisition, construction, improvement, financing or refinancing of additional facilities, improvements or extensions of existing facilities within the Enterprise, or othen¡vise for facilities, improvements or property which the Authority determines are of benefit to the Enterprise, or for the purpose of refunding any Bonds in whole or in part, including all costs (including costs of issuing such Parity Bonds and including capitalized interest on such Parity Bonds during any period which the Authority deems necessary or advisable) relating thereto;

(ii) lnterest on such Parity Bonds will be payable on an lnterest Payment Date; and

(iii) The principal of such Parity Bonds will be payable on September 1 in any year in which principal is payable.

State Loans

14 69 The Authority may borrow money from the State to finance improvements to the Enterprise, without complying with the requirements for Parity Bonds regarding interest and principal payment dates, and the obligation of the Authority to make payments to the State under the installment sale or loan agreement memorializing that borrowing (the "State Loan") may be treated as Parity Bonds for purposes of the lndenture.

Subord inate Obligations

The lndenture does not prohibit or impair the authority of the Authority to issue bonds or other obligations secured by a lien on Gross Revenues or Net Revenues which is subordinate to the lien established under the lndenture, upon such terms and in such principal amounts as the Authority may determine; provided, that the Authority may issue or incur any such Subordinate Bonds so long as the Authority meets the conditions therefor set forth in the lndenture. See APPENDIX A.

Eminent Domain Proceeds

lf all or any part of the Enterprise is taken by eminent domain proceedings, the Net Proceeds realized by the Authority therefrom will be deposited by the Authority with the Trustee in a special fund in trust and applied by the Authority to the cost of acquiring or constructing or financing lmprovements to the Enterprise.

Gasualty Insurance

Covenant to Maintain The Authority covenants in the lndenture that it will at all times maintain such insurance on the Enterprise as is customarily maintained with respect to works and properties of like character against accident to, loss of or damage to such works or properties.

lnsurance Proceeds.lf any useful part of the Enterprise is damaged or destroyed, such part will be restored to use. The Net Proceeds of insurance against accident to or destruction of the physical Enterprise will be used for repairing or rebuilding the damaged or destroyed portions of the Enterprise.

15 70 THE AUTHORITY

Formation, Purpose and Powers

The Suisun/Solano Water Authority (referred to herein as the Authority) was formed pursuant to the provisions of Articles 1 through 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act"), and a Joint Exercise of Powers Agreement dated as of December 31, 1988 (as amended to date, the "1988 Joint Exercise of Powers Agreement"), by and between the City of Suisun City (the "City") and the Solano lrrigation District (the "District"). The 1988 Joint Exercise of Powers Agreement shall remain in effect for so long as the 2016 Bonds and the 2019 Bonds are outstanding.

The Authority was formed for the purpose of exercising the common powers of the City and the District to acquire, construct, maintain and operate facilities for the treatment, supply and distribution of water, through the merger of the water operations of the City and certain of the water operations of the District. For additional information concerning the service area of the Authority, see "THE ENTERPRISE" herein.

The Authority is authorized under certain provisions of the Act to borrow money for the purpose of providing financing for the acquisition, construction, improving and equipping of capital improvements to the Enterprise. For additional information concerning the capital improvements to be financed with the 2019 Bonds, see "THE PROJECT" above.

The City and the District previously entered into a Joint Exercise of Powers Agreement, dated May 1 7 , 1976 (the "1976 Joint Exercise of Powers Agreement"). The 1 976 Joint Exercise of Powers Agreement remained in effect upon the execution of the 1988 Joint Exercise of Powers Agreement described above. Under the 1976 Joint Powers Agreement, the City and the District jointly provided drinking water treated at the Cement Hill Water Treatment Plant (the "Gement Hill Plant") to approximately three quarters of the territory within the City.

On January 1, 1990, the Suisun/Solano Water Authority lmplementation Agreement and Lease Agreement was entered into by and between the City and the District (the "lmplementation Agreement"). The lmplementation Agreement suspended and superseded the 1976 Joint Exercise of Powers Agreement. Under the lmplementation Agreement, the area of land served treated water from the Cement Hill Plant was expanded. Deliveries expanded within City boundaries and allowed for the Authority to provide water to approximately 24 customers outside of City boundaries, but within District boundaries. The lmplementation Agreement also allowed for District water to be treated at the Cement Hill Plant, conveyed through delivery systems within City boundaries and then conveyed through District owned and maintained delivery systems to these customers. The District pays the Authority a pro rata share of all water treatment costs for District water treated at the Cement Hill Plant. This averages approximately $20,000 per year.

Organization and Management

The Authority is governed by a Board of Directors which consists of each of the five members of the City Council of the City and the five members of the Board of Directors of the District. The policies of the Board are administered by the Executive Committee, consisting of the President and Vice President of the Board, and the Manager and the Assistant Manager of the Authority. The President and Vice President of the Board are biennially elected by the Board from among its members, with elected officials of the City and District alternately filling each office.

16 71 The current members of the Authority's Board of Directors are set fotth below

. John D. Kluge, Vice-President of the Authority Board of Directors/President of Solano lrrigation District Board of Directors ¡ Michael J. Barrett, Board Member/Director of Solano lrrigation District . Guido E. Colla, Board Member/Director of Solano lrrigation District o Mike J. German, Board Member/Director of Solano lrrigation District o Lance A. Porter, Board Member/Director of Solano lrrigation District

r Lori Wilson, President of the Authority Board of Directors/Mayor of Suisun City o Anthony Adams, Board Member/Councilmember of Suisun City . Jane Day, Board Member/Councilmember of Suisun City . Michael A. Segala, Board MemberiCouncilmember of Suisun City . Wanda Williams, Board Member/Councilmember of Suisun City

The management of the Authority is under the direction of its Manager, Cary Keaten (the general manager of the District), and Assistant Manager, Richard Ramirez (the acting City Manager of the City). The Authority's financial affairs are handled by its Auditor-Treasurer, Joe Dingman. A brief biography of each of these individuals follows.

Cary Keaten, SSWA Manager (General Manger of District). Cary Keaten has been the Manager of the Authority and General Manager of the District for the past four years. Mr. Keaten's prior experience was as City Manager, Assistant City Manager and Public Works Director for the City of Lathrop, California between the years of 2002 through 2Q12. Prior to work with Lathrop, Mr. Keaten was the City Engineer for the City of Morgan Hill, California between 2000 and 2002. Prior to work with Morgan Hill, Mr. Keaten worked as a Project Manager and Design Engineer with the Consulting firm of Mark Thomas and Company in San Jose, California between the years of '1986 and 2000. Mr. Keaten has many years designing and managing public infrastructure projects, however, most of his professional experience is in managing public organizations. Mr. Keaten successfully guided the City of Lathrop through the financial crisis of 2008. When Mr. Keaten joined the District in 2Q12, he again focused on financial stability through sound public policy board of director's interaction. Mr. Keaten has a Bachelor's of Science degree in Civil Engineering from the University of Wyoming and is a registered professionalengineer in the State.

Richard Ramirez, Assisfanf Manager (Acting City Manager of City). Richard Ramirez has been the acting City Manager for the City, as well as the Authority's Assistant Manager, since 20-. [Add work experience] Mr. Ramirez has Bachelor's of Arts degrees in political science and psychology from Humboldt State University and a Master of Public Administration degree from the University of Southern California.

Joe Dingman, Auditor-Treasurer (Administrative Services Director of City). Joe Dingman has been the Administrative Services Director for the City since \Aay 2018. After serving more than 20 years in the U.S. Air Force, Mr. Dingman served as the Chief Operating Officer of DemandTrans Solutions and was the architect, operations, and business development lead for MV Transportation's Patriot Express - the first scalable, multi-million dollar on-demand ground transportation system for the Department of Veteran Affairs. While in the Air Force, he served in multiple senior leadership positions to include the Air Force senior advisor to the lmmediate Office of the Secretary of Defense and commanded a worldwide mobility airlift squadron. Joe is a graduate of the U.S. Air Force Academy and holds Master's degrees from Georgetown

17 72 University's McCourt School of Public Policy (where he was a McConn scholar) and Embry Riddle Aeronautical University. Joe is active in his local community in multiple capacities and is the co- founder of the Department of Defense Corporate Coalition.

18 73 THE ENTERPRISE

General

As described elsewhere in this Official Statement, the primary security and source of repayment for the 2019 Bonds is revenues derived from the Enterprise. Under the lndenture, the teim Enterprise generally means all facilities for the transportation, treatment and distribution of water for the Authority's water customers.

Pursuant to the lmplementation Agreement, the City and the District have each leased certain of their respective water facilities to the Authority for the Authority's operation of the Enterprise. The term of the lease of the City and the District facilities to the Authority is for the term of the Joint Exercise of Powers Agreement and cannot expire prior to the satisfaction of all bond indebtedness or any other indebtedness secured by the stream of revenues generated by the Enterprise.

Currently, the Enterprise includes one water treatment facility, four ground level storage tanks, four pump stations, nine pressure regulator stations, 97 miles of transmission and distribution lines, 8,556 service lines and 800 fire hydrants.

See "- Authority Facilities" herein for additional details

Service Area and Gustomers

The water service area of the Authority (the "service Area") includes all land within the boundaries of the City and certain additional land within the District. The Service Area is located in the Suisun Valley between the Vaca Mountains and the Suisun Marsh.

The Service Area encompasses approximately 1,863 acres and services a demand which is predominantly residential. The population of the Service Area was estimated to be approximately 29,000 persons as of December 31 ,2018. See APPENDIX A hereto for more information regarding the geographical location of the Service Area.

ln total, there are customers in the Service Area that are serviced by the Authority. The vast majority of these customers, or approximately residential customers, are located within the City. The other customers, approximately 24 in total, are in the Suisun Valley Area. [To be updated]

Current Water Supply

The Authority currently has two sources of water, the United States Bureau of Reclamation's ("USBR") Federal Solano Project and the California Department of Water Resources' State Water Project ('SWP"). Groundwater is not currently used as a source of water.

The main water supply to the Authority is from Lake Berryessa, which is owned and operated by the USBR and has a storage capacity of 1.6 million acre-feet. During calendar year 2018, the Authority used million gallons or _ acre-feet from the Federal Solano Project. Both the City and the District have contracts with Solano County Water Agency ("SCWA") for water supplies from the Federal Solano Project. SCWA is the contracting agency with the USBR for the water supplies from the Solano Project. The Authority currently has a water treatment

'19 74 facility that receives surface water from the Solano Project and following treatment delivers it to the Service Area. See "-Adequacy of Water Supply" below. [To be updated]

During calendar year 2Q18, the Authority did not use any water from the SWP. Only the City, not the District, has an SWP entitlement. Due to a lack of connection to the Authority's water treatment plant, the City currently is unable to directly utilize its SWP entitlement, but the City does have the opportunity to transfer to others or exchange this entitlement with other Solano County water users with access to the North Bay Aqueduct during periods of water shortage. This would include the cities of Benicia, Fairfield, Vacaville and Vallejo.

Adequacy of Water Supply

General. Pursuant to the lmplementation Agreement the City provides water from its water entitlement to be treated for the Authority customers residing in the City, and the District provides water from its water entitlement to be treated by the Authority and then returned to the District for the customers residing in the Suisun Valley Area. The cost of providing such water, both direct and indirect, is payable semiannually to the City and the District, respectively, by the Authority. The lmplementation Agreement does not transfer any water entitlements of either the City or the District.

Federal Solano Project. The District and the City obtain most of their raw water from the federal government under long-term contracts ("Participating Agency Contracts") with the Solano County Flood Control and Water Conservation District ("SCFC&WGD"), the predecessor of SCWA. ln 1955, SCFC&WCD and the USBR entered into a long-term contract forwater service and operation and maintenance of the Solano Project (the "Master Solano Project Agreement") pursuant to which the SCFC&WCD had an entitlement of up to 247,000 acre-feet of water each year. The Master Solano Project Agreement was originally due to expire in 1999, and was renewed by SCWA for a 4O-year renewal term expiring on February 29,2024. Requests for additional renewals can be made by SCWA. The annual Available Supply available under the Master Solano Project Agreement is up to 207 ,350 acre-feet, plus amounts of water stored from previous years. Both the City and the District renewed their Participating Agency Contracts with SCWA for Solano Project water, which contracts remain in effect until the end of the term of the Master Solano Project Agreement. When SCWA extends the Master Solano Project Agreement, the City and the District can extend their Participating Agency Contracts.

The City's Participating Agency Contract provides the City with an entitlement of 1,600 acre-feet of water per year and the District's Participating Agency Contract provides the District with an entitlement of 141,000 acre-feet of water per year. Together, this amounts to 142,600 acre-fee of water per year. As shown in Table 1 below, annual water use within the Service Area was approximately 2.4o/o of this total combined Solano Project water entitlement. The Authority does not project significant growth in connections within the Service Area. The Authority believes that the City's and District's existing Solano Project entitlements will be sufficient to accommodate projected growth within the Service Area during the term of the 2019 Bonds without reliance on other new water sources.

The Solano Project was designed to conserve the runoff from Putah Creek by storage in the Monticello Reservoir (also known as Lake Berryessa) to supply water for agricultural, municipal, industrial and military purposes, to provide flood control and to create recreational benefits. The Solano Project consists principally of Monticello Dam and the reservoir, Putah Diversion Dam and the Putah South Canal. The Lake Berryessa reservoir has a capacity of 1.6 million acre feet and provides for a current annual downstream yield of [205,825] acre-feet. The

20 75 Solano Project is designed to provide its full water entitlement for an extended drought period based on a 97-year history of watershed yield. The State Water Resources Control Board has jurisdiction overwater rights to Solano Project water. ln Decision No. 869 rendered in 1957 the board determined that all Solano Project water is restricted to use in Solano County and the University of California at Davis in Yolo County.

Sfafe Water Project (SWP). The City's entitlement to water from the SWP is 1,300 acre- feet

The SWP is the largest state-built, multi-purpose water project in the country. The SWP includes 34 storage facilities, reservoirs and lakes, 20 pumping plants, 4 pumping-generating plants, 5 hydro-electric plants and approximately 700 miles of aqueducts and pipelines. The primary water source for the SWP is the Feather River, a tributary of the Sacramento River. Storage released from Oroville Dam on the Feather River flows down natural river channels to the Sacramento-San Joaquin River Delta. While some SWP supplies are pumped from the northern Delta into the North Bay Aqueduct, the vast majority of SWP supplies are pumped from the southern Delta into the 444-mlle-long California Aqueduct. The California Aqueduct conveys water along the west side of the San Joaquin Valley to Edmonston Pumping Plant, where water is pumped over the Tehachapi Mountains; the aqueduct then divides into the East and West Branches.

The amount of water that the SWP agreed to deliver to an agency is listed in Table A of Article 6 of typical SWP long-term water supply contracts. Hence this quantity is referred to as "Table A water." The contracts were structured to reflect increasing population and water demand, so Table A amounts gradually increased over time until a maximum Table A amount was reached. SCWA has contracted for an ultimate allocation of 15,556 MG of water per year from the SWP. This amount includes 1,875 MG of additional SWP water per year that the agency purchased on behalf of the cities of Fairfield and Vacaville from Kern County Water Agency (another SWP contractor) in 2001 . The SWP contract amount is 15,556 MG in 2015 and will no longer increase, as it has reached the maximum Table A amount. The City's SWP allocation is included in SCWA's Table A amount.

Current DWR policy is that the SWP also makes available "Article 21 water" that is available to SWP contractors under specified conditions when the Delta is in excess (out of balance) conditions and there is pumping capacity available. SCWA receives its water from the North Bay Aqueduct and Article 21 waler is available to North Bay Aqueduct users more frequently than SWP contractors relying upon the Banks Pumping Plant (the South Delta SWP export facility) capacity.

Water Supply During Droughts. Although there are no current water usage restrictions, in April 2015 the Governor declared a statewide drought and mandated municipal conservation irrespective of water supply situations. The Authority was required to reduce its water consumption 25o/o over the period June 2015 through February 2016 compared to the same months in2013. ln response to the drought mandate customers consumed 3,247 acre feet during Calendar Year 2015. Per the lmplementation Agreement, the supply available from the City and District was equal to that demand. As of January 2019, Lake Berryessa, which is the Authority's primary water source, contains about 7 years of supply.

21 76 Authority Facilities

Currently, the Enterprise includes one water treatment facility, four ground level storage tanks, four pump stations, nine pressure regulator stations, 97 miles of transmission and distribution lines, 8,556 service lines and 800 fire hydrants. Certain of these facilities are owned by the Authority, while others are leased to the Authority by the City or the District pursuant to the

I mplementation Agreement.

The facilities leased to the Authority by the City pursuant to the lmplementation Agreement are as follows:

o The Gregory Hill Water Treatment Plant (which is currently out of service) ¡ The Gregory Hill Storage Tank . The Corp Yard Tank and Booster Station o lts interest in the distribution system serving the City's Service Area and the joint Service Area ¡ lts interest in the receivables, equipment and property held pursuant to the 1988 Joint Exercise of Powers Agreement.

The facilities leased to the Authority by the District pursuant to the lmplementation Agreement are as follows:

. Cement HillWater Treatment Plant ¡ Cement Hill Storage Tank o The Tolenas Transmission Pipeline o lts interest in the distribution system serving the joint Service Area o lts interest in the receivables, equipment and property held pursuantto the 1988 Joint Exercise of Powers Agreement.

Pursuant to the lmplementation Agreement, the District provides for the maintenance, operation, repair, reconstruction, and management of all water purification, storage, distribution, transmission and control facilities under the Authority's control. The Authority agrees to reimburse the District monthly for all costs incurred in providing these services.

The Service Area receives its water from the Cement Hill Water Treatment Plant. The distribution system consists primarily of 6-, 8- and 12-inch diameter distribution pipes and services a demand which is predominately residential.

Water Gharges and Billing

Pursuant to the lmplementation Agreement, the Authority has the authority to establish by resolution, rates, charges and levies sufficient to provide for the costs of all operation, maintenance, repairs, water supplies or materials, reasonable reserves for operation and maintenance, accounts for depreciation and sinking funds, together with funds for rehabilitation or expansion of existing facilities and acquisition of further facilities as may be agreed on by the Authority.

The City and the District agree to make all reasonable efforts to enforce the payment of the rates and charges established by the Authority, and to condition the provision of any other of their respective services, including the granting of any approval to a customer or landowner, upon

22 77 the payment and collection of all fees and charges owed to the Authority by such customer or landowner. The City and the District each agree to take no action which directly or indirectly impairs, reduces or delays the collection of the fees, charges or levies by the Authority.

Any dispute over the setting of rates and charges which continues for at least 60 days enti¡es eaôh of the City or the District to declare an impasse, and such dispute would be submitted to arbitration. Pursuañt to the lmplementation Agreement, the City assumes responsibility for all billing of water service on behalf of the Authority, except for the billing to approximately 24 customers in the Tolenas Area, and for the collection, maintenance and investment of all moneys held by the Authority. The Authority agrees to reimburse the City monthly for all costs incurred in providing these services.

Regulatory Framework

General. The Authority is not aware of any environmental or regulatory issues that would adversely impact its ability to deliver water to its customers.

Water Quality. The applicable drinking water standards for the Enterprise are provided in the California Domeètic Water Quality and Monitoring Regulations, Tille 22 of the California Administrative Code. These regulations incorporate the requirements of the U.S. Environmental Protection Agency in conformance with the Safe Drinking Water Act (PL 93-523). The standards specify watei quality sampling frequencies and location as well as maximum concentrations of chemiôal constituents and are continuously revised and amended. The Authority reports all data in accordance with Title 22 Standards to the California State Water Resources Control Board (SWRCB) Division of Drinking Water (DDW) and provides its Annual Drinking Water Quality Report to its customers each Year.

Currently the entire Service Area water supply comes from Lake Berryessa via the Putah South Canal. This source is of very good quality and meets primary drinking water standards.

Drought Regulations. The SWRCB enforces the statewide conservation mandate implementeO ¡n ZOt5. See "BOND OWNERS'RISKS - California Drought Conditions." Reports are submitted monthly to the SWRCB to document enforcement actions taken to curtail prohibited water waste actions, monthly consumption data compared to the same month in 2013, as well as cumulative savings for the months from June through February compared to 2013.

No Outstanding Litigation. There is no outstanding litigation related to the Enterprise.

Seism ic Gonsiderations

The Lagoon Valley earthquake fault is in the near vicinity of the Service Area. A geologic report completed in 1977 for the construction of the Cement Hill Water Treatment Plant alluded to the fact ihat the fault is inactive. However, the design of the Authority's facilities, including the water treatment plant(s) and steel water storage tanks, take note of the potential earthquake activity. The water storage tanks, clarifiers, and filters that are part of the water treatment plant(s) are oisteel construction, which provides substantial safety margins in view of soil conditions and seismic factors as compared to more rigid cast-in-place reinforced concrete construction. All of the Authority's facilities have been constructed to the standards prescribed for Seismic Zone 4. These are the highest levels prescribed for earthquake protection.

23 78 Employees

The Authority has no full-time employees. The Authority relies upon the staffs of the City and the District to accomplish its mission. The District's employees are members of Public Employees Union, Local 1. 53 District employees are currently in Public Employees Union, Local 1 and the current contract expires on December 31, 2020.

H istorical Water Treatment

The table below details historical volumes of water pumped and processed at the Authority's Cement Hill Plant, measured in acre-feet, for the past ten years.

Table I Water Production Past Ten Years (ln acre-feet)

Water Production Year (Acre-Feet)

2009 4,425.2 2010 4,114.3 2011 3,992.2 2012 4,006.7 2013 4,282.5 2014 3,700.3 2015 3,248.2 2016 3,132.4 2017 3,168.7 2018 3,375.6

Source: S u i su n/Sol ano Wate r Authority,

24 79 Active Water Accounts

A summary of active water service customers for the past ten years is shown in the table below.

Table 2 Active Water Customers Past Ten Years IggI Customers 2009 8,053 2010 8,159 2011 8,150 2012 8,235 2013 8,314 2014 8,386 2015 8,409 2016 8,435 2017 8,474 2018 8,499 ffitanowaterAuthority. The table below sets forth a five-year summary of active water accounts by customer class.

Table 3 Active Water Connections By Customer Glass (Fiscal Years 2013-14 through 2017 -181

Customer Class 2013-14 2014-15 2015-16 2016-17 2017-18 Single-Family Residential 7,992 8,009 8,034 8,072 8,09'1 Multi-Family Residential 106 106 107 107 '108 Commercial/l nd ustrial/l nstitutional 164 167 152 151 155 lrrigation 123 127 142 144 145 Total 8,385 8,409 8,435 8,474 8,499

Source: Suisun/Solano Water Authority

Water Rates

Current Raúes. The Board of the Authority adopted single{ier water rates by Resolution No. 15-02 at its April 13,2015 meeting. The rates are presented below. The rates were based on the Water Rate Study for the Suisun/Solano Water Authority dated January 30, 2015 (SSWA 2015) (the "20l5 Rate Study"). Historically, a tiered Commodity Charges was included. However, with the new rates adopted in2015, the tiered water rates were eliminated and a single- tier water rate structure was enacted. The rates for the previous fiscal year, current fiscal year, and next fiscal year are shown in the following table, and represent the final three years of the single{ier water rates adopted in accordance with the 2015 Rate Study.

25 80 Table 4 Approved Water Rates By Gustomer Class Fiscal Years 2017 -18 through 2019-20

Bi-Monthly Fixed Charges by Meter Sizeo) 2017-18 2018-19 2019-20 ISingle-Family Customers] $50.03 $52 53 $5s.1 5 3/4 inch 50.03 52.53 55.15 1 inch 79.41 83.38 87.55 11l2inch 99.00 103.96 I 09.1 5 2 inch 196.95 206.80 217.14 3 inch 294.90 309.65 325.13 4 inch 392.85 412.50 433.12 6 inch 980.56 1,029.58 1,081.06

Commodity Charge ($/ccitzt ttt $2.26 $2.37 $2 49

(1) The cunent fixed charges use a multiplier based on the number of residential units or businesses served by a meter. For example, if there is office space with 4 offices, then the multiplier is 4, regardless of meter size. For illustration purposes, the multipliers shown forcurrent rates are: 11l2inch &2 inch -4,3 inch -3,4 &6 inch -2. (2) CCF = 100 cubic feet, or approximately 748 gallons. (3) All water usage above minimum. So u rce : S u i su n/Sol a no Wate r A uth ority. Average Residentiat Rafes; Comparison to Surrounding Communities. The bulk of the Authority's water sales revenue is derived from single-family residential connections. Average bimonthly residential consumption is approximately 24 CCF. Based on this quantity, the current cost of typical single-family residential service is approximately $109.41 bimonthly, or $54.71 per month. The following table compares water rates for a typical single-family dwelling in the Authority's service area and in certain surround¡ng communities:

Table 5 Bi-Monthly Gomparison to Surround¡ng Gommunities

Fixed Rate Variable Rate TvpicalSinqle- Agencv Bi-Monthlv per CCF(1) @!!v.cos!.(') City of Benicia $33.1 I $4 54 $142.14 Su isu n/Solano Water Authority 52.53 2.37 '109.41 City of Fairfield 49.80 2.10 100.20 City of Vacaville 31.76 1.72 73.04 City of Winters 23.57 1.96 70.61 City of Dixon(3) 28.68 1.54 65.64

(1) CCF = 1 00 cubic feet, or approximately 748 gallons. (2) Based on the Authority's average 24 CCF/bi-monthly consumption for a single-family residence, per the 2015 Rate Study (2) Has tiered rates for variable charges; $ 1.54 is for 21 through 80 CCF. Source; Web search conducted by Suisun/Solano Water Authority ¡n January 2019. Largest Users

The following table shows the top ten water users of the Authority, based on total revenue received during Fiscal Year 2017-18. Based on total gross revenues of $5,927,921 (unaudited)

26 81 for Fiscal Year 2017-18 as shown in Table 8, each of the top ten accounts represents less than 0.5% of total gross revenues.

Table 6 Top Ten Gustomers by Total Revenue FiscalYear 2017-18

Total Totale Total Account Name (in CCF) lin Gallons) Revenue 1. The John Stewart Co. - Village Apts 9,355 6,997,540 $27,025.66 2. Maint Assmt Dist - Peterson - Vandenberg 8,780 6,567,440 21,612.20 3. Maint Assmt Dist - Heritage - Merganser Park 7,967 5,959,316 19,774.82 4. Maint Assmt Dist - Peterson - Duluth Lane 6,376 4,769,248 16,432.21 5. Casa De Suisun 5,711 4,271,828 15,487.94 6. City of Suisun - Sports Complex #8 5,837 4,366,076 14,961.02 7. Walmart #01-3708 - Building 6,025 4,506,700 14,798.20 8. Walmart #01-3708 - Peterson/Fulmar Landscape 5,870 4,390,760 13,860.20 9. Fairfield-Suisun USD-Anderson Drive 5,237 3,917,276 13,605.02 10. City of Suisun City - GOEPP Park 5,350 4,001,800 13,272.70

Source: Suisun/Solano Water Authority.

Capacity Fees

Current capacity fees. The following table sets forth the Authority's current capacity fees, which became effective July 1 ,2018. The Authority considers the capacity fees to be in line with neighboring jurisdictions. For connection fee revenues for the past five years, see Table 8.

Table 7 Capacity Fees Effective July I ,2018

Meter Size Amount 3/4 inch 95,927 I inch 9,964 1lzinch 19,867 2inch 31,801 3 inch 59,662 4 inch 99,461 6 inch 198,860

Source: Suisun/Solano Water Authority.

27 82 Gapital lmprovement Program

The future of the Authority shows some growth but the City has geographical constraints, including a marsh and a common boundary with the City of Fairfield. The Board of the Authority annually adopts a capital improvement plan. The Fiscal Year 2018-19 Capital lmprovement Plan outlines some planned changes to water infrastructure facilities, including upgrades to the Cement Hill Water Treatment Plant, multiple pipeline extensions, upgrades to pumping stations, and the construction of an additional storage tank. Planning and studies are planned or in progress to reassess and plan the rehabilitation of the water treatment plant and the entire water system. A portion of these improvements will be financed with the proceeds of the 2019 Bonds See "THE PROJECT" and "FlNANC|NG PLAN,' above.

Long-Term lndebtedness

On October 4,2016, the Authority issued the 2016 Bonds in the aggregate principal amount of $8,240,000, of which $7,940,000 remains outstanding.

The 2019 Bonds are the second series of planned indebtedness to be issued by the Authority to fund its capital improvement program. The Authority may in the future issue additional bonds and/or obtains loans from the State that would be payable from Net Revenues on a parity basis with the 2016 Bonds and the 2019 Bonds, forthe purpose of financing additional capital improvements to the Enterprise. See SECURITY FOR THE 2019 BONDS - Parity Debt" and "- State Loans" herein. However, the availability and timing of any such financings are uncertain.

Financial lnformation

Audited Financial Sfafemenfs. [Vavrinek, Trine, Day & Company, LLP, Pleasanton], California, served as independent auditor to the City (the "Auditor") for the Authority's fiscal year ended June 30, 2018. The Authority's audited financial statements for the fiscal year ended June 30,2018, are attached hereto as APPENDIX B. The audited financial statements should be read in their entirety. The Authority has not requested nor did the Authority obtain permission from the Auditor to include the audited financial statements as an appendix to this Official Statement. Accordingly, the Auditor has not pefformed any post-audit review of the financial condition or operations of the Authority. ln addition, the Auditor has not reviewed this Official Statement.

28 83 Summary of Revenues and Expenses. A five-year summary of revenues and expenditures for the Authority is presented in the table below, based on the Authority's audited financial statements. [Update] Table I Water Fund - Summary of Revenues and Expenses F iscal Years 201 3-1 4 th rou g h 2017 -18 (Aud ited )

2013-14 2014-15 2015-16 2016-17 2017-18 OPERATING REVENUES Water Sales $4,098,890 $3,865,648 $4,650,307 $5,019,579 $5,494,357 Other Water Revenues 7 6 41 413 542 Total Operating Revenues 4,521 5,059,223 5,431

OPERATING EXPENSES(1) Wells, Tanks and transmission lines 1 062,755 1,279,498 1,042,330 1j28,054 General operations and maintenance 1 762, 758 1,692,395 2,199,989 2,460,680 Billing and collection 745, 550 779,403 822,152 761,510 Depreciation and amortization 7 599 833 149 834 659 847 747 Total Operating Expenses 4 662 130 197 991

Operating lncome (Loss) 167,308 (373,770) 160,093 233,665

NON-OPERATING REVENUE (EXPENSES) lnvestment lncome 63,941 70,424 113,101 24,292 lnterest expense (192,432) (157,551) (122,218) (335,454) Bond lssuance Net Non-Operating Revenues (128,491) (87,127) (541,058) (Expenses)

lncome (Loss) Before Capital Contributions 38,817 (460,897) 150,976 (307,393)

Water capacity fees 211,O28 19,290 364,055 332,782

Change in Net Position 249,845 (441,607) 515,031 25,389

Net position at beginning of flscal year 25102,442 25,301,511 24,859,904 25,374,935 Cumulative effect of change in accounting (50,776) PrinciPls(t) Net position - beginning, restated 666 2 511 59 935 Net position at end of fiscal year 5 ,904 $25,374,935 principle (1 ) Fiscal year 201 3- 14 saw a restatement of its beginning net position due to a change in account Sources: Suisun/Solano Water Authority Comprehensive Annuat Financial Repoñ for the years ended June 30, 2014-2018.

29 84 Historical and Projected Pro Forma Cash Flows and Debt Service Goverage

The table below presents a five-year historical (actual) summary of the Authority's revenues and expenditures and coverage ratios, together with a five-year summary of projected Authority's revenues and expenditures, and projected coverage ratios based on the definitions of Gross Revenues and Maintenance and Operation Costs. The five-year projected numbers are based on Authority estimates and the following assumptions, among others:

Water Rates: The projections assume that the Authority implements the water rates in the 2015 Rate Study, which was adopted by the Authority pursuant to Resolution No. 15-02, including a projected 5% increase for Fiscal Year 2019-20. No rate increases after Fiscal Year 2019-20 are assumed.

Customer Growth and Water Usaqe: The projections assume no customer growth, or increase in water usage for existing customers.

Connection Fees: Gross Revenues are presented excluding connection fees. Connection fee revenues are dependent upon customer growth and the Authority is projecting no customer growth during the projection period.

OperatinO Expenses: The projections assume 3o/o!êàt over year inflation increases, [[and annual 4o/o wâgê increases year over yeafl].

lssuance of the Bonds and Other Lonq-Term lndebtedness: The 2019 Bonds are the second series of planned indebtedness to be issued by the Authority to fund its capital improvement program, and follow issuance of the 2016 Bonds. TheAuthority may in thefuture issue additional bonds and/or obtains loans from the State that would be payable from Net Revenues on a parity basiswith the 2016 Bonds and2019 Bonds, forthe purpose of financing additional capital improvements to the Enterprise. However, the availability and timing of any such financings are uncertain and, therefore, have not been reflected in the projections.

30 85 Table 9 Historical and Projected Cash Flows and Debt Service Coverage FiscalYears 2013-14 through 2017-18 (Actual) and Fiscal Years 201 8-19 through 2022-23 (Projected)ttr

2013-14 2014-',15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23

Gross Revenues(2) Water Sales $4,098,890 $3,865,648 $4,650,307 $5,019,579 $5,494,357 $5,769,075 $6,057,529 $6,057,529 $6,057,529 $6,057,529 OtherWater Revenues 423,080 345,027 408,916 412,077 4',13,542 4'13,542 413,542 413,542 413,542 413,542 lnvestment lncome 11 292 20,022 20,022 20,022 20,022 20,022 6,491,093 Total Gross Revenues 4, 4,281 ,099 5,',172,324 5 921 6,202,639 6,491,093 6,491,093 6,491,093 Operating Expenses Customer Accounts(3) 745,551 779,403 822,153 761,510 $778,498 $801,853 $825,909 $850,686 $876,206 $902,493 452,778 466,361 Administration(a) ' 195,669 I 80,343 362,196 405,164 402,287 414,356 426,786 439,590 46,1 03 Water Conservation 39,724 50,603 65,154 63,196 39,769 40,962 42,191 43,457 44,760 10,829 114,154 Suisun Valley Water System Oper & Mainl{s) 112,358 92,911 87,576 71,940 98,470 101 ,424 104,467 107,601 I I,530,621 1,576,s40 1,623,836 Operations Distribution and Transmission(6) 988,278 967,513 1 ,270,303 1 ,450,324 1 ,400,735 1,442,757 1,486,040 Meintenance Distribution and Transmissiono) 473,355 490,086 498,488 538,985 485,818 500,393 515,404 530,866 546,792 563,1 96 1 169 161 1.204.235 Water Treatment Plant Oper & Maint(8) 887.549 882,503 918,875 1 ,056,1 l4 1 ,038,784 069 948 1 102.046 1.135.107 4.920,378 Total Operating Expenses 3.442,484 3,443,362 4,024,745 4,347,233 4,244,361 4371 6s2 4.502.843 4.637.928 4.777.066 '1,570,715 Net Revenues 't,143,427 837 ,737 1,147,579 1,108,715 1,683,560 1,830,947 1,988,2s0 1,853,165 1,714,027

Debt Service 1993 Bonds(10) 740p70 740,398 737,088 675,520 531,250 2016 Bonds 165,171 571,725 531,850 531,350 530,650 529,000 309 300 20'19 Bonds- 838 841 Total Debt Service* 731 300 1.87x Debt Service Coverage* 1.54x 1.13x(e) 1.56x ',1.32x 2.94x 3.44x 2.72x 2.21x 2.04x

* Prelim¡nary; subject to change (1) The projected figures *ere prepared by staff and the Authority's municipal advisor, and reflect the assumptions set forth on the pr¡or page, among others

dependent upon customer growth and the Authority is projecting no customer growth through fisæ,l Yeal 2O2O-21. (3) Customer Accounts expenses include, accounting auditing, b¡lling and associated supplies and equipment costs. (+) ROministration expenses are the indirect costs of services provided to the Authority by both the City and the District.

boundaries. (6) Operations Distribution and Transmission expenses are the costs to move water from the Cement Hill Plant to the Authorities customers. (7) Maintenance Disfibution and Transmission expenses are the costs to maintain the water delivery system. iej Water treatment Plant Operations and Maintenance expenses are the costs to operate and maintain the Cement Hill Plant.

conservation, the Authority did not ach¡eve anticipated revenues and was unable to meet the 1.25 debt service coverage. (1 O) The then-outstanding 1 993 Bonds were cash defeased on September 1 6, 201 6. Source; Sulsun/Sol ano water Authority. 86

31 BOND OWNERS' RISKS

The following describes certain special considerations and risk factors affecting the payment of and security for the 2019 Bonds. The following discussion is not meant to be an exhaustive list of the risks associated with the purchase of the 2019 Bonds and the order presented does not necessarily reflect the relative importance of the various risks. Potential investors in the 2019 Bonds are advised to consider the following special factors along with all other information in this Official Statement in evaluating the 2019 Bonds. There can be no assurance that other considerations will not materialize in the future.

Net Revenues; Rate Govenant

Net Revenues are dependent upon the demand for water sales, which can be affected by population factors and more stringent drinking water regulations. There can be no assurance that water service demand will be consistent with the levels contemplated in this Official Statement. A decrease in the demand for water could require an increase in rates or charges in order to comply with the rate covenant contained in the lndenture. The Authority's ability to meet its rate covenant is dependent upon its capacity to increase rates without driving down demand to a level insufficient to meet debt service on the 2016 Bonds, 2019 Bonds and any future Parity Bonds.

No Debt Service Reserve Fund

The Authority will not fund a debt service reserve fund for the 2019 Bonds. ln the event Net Revenues are insufficient for the Authority to pay debt service on the 2019 Bonds when due, no debt service reserve account funds will be available under the lndenture for the Authority to make such payments.

Expenses of the Authority

There can be no assurance that expenses of the Authority will be consistent with the levels contemplated in this Official Statement. Changes in technology, changes in quality standards, and increases in the cost of operation or other expenses could require substantial increases in rates or charges in order to comply with the rate covenant in the lndenture. Such rate increases could drive down demand for water and related services or othen¡vise increase the possibility of nonpayment ofthe 2019 Bonds.

Limitations on Remedies Available to Bond Owners

The ability of the Authority to comply with its covenants under the lndenture and to generate Net Revenues sufficient to pay principal of and interest on the 2019 Bonds may be adversely affected by actions and events outside of the control of the Authority, and may be adversely affected by actions taken (or not taken) by voters, property owners, taxpayers or payers of assessments, fees and charges. Furthermore, any remedies available to the owners of the Bonds upon the occurrence of an event of default under the lndenture are in many respects dependent upon judicial actions, which are often subject to discretion and delay and could prove both expensive and time consuming to obtain.

ln addition to the limitations on Bondholder remedies contained in the lndenture, the rights and obligations under the Bonds and the lndenture may be subject to the following: the United States Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors' rights generally, now or hereafter

32 87 in effect; usual equity principles which may limit the specific enforcement under State law of certain remedies; the exercise by the United States of America of the powers delegated to it by the Federal Constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State of California and its governmental bodies in the interest of serving a significant and legitimate public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the Owners of the 2019 Bonds to judicial discretion and interpretation of their rights in bankruptcy or otheruvise, and consequently may entail risks of delay, limitation or modification of their rights.

Seismic and Environmental Gonsiderations

Like much of the State, the Authority is located in a seismically active area. lf there were to be an occurrence of severe seismic activity in the area of the Authority, there could be an interruption in the service provided by the Enterprise, resulting in a temporary reduction in the amount of Net Revenues available to pay debt service when due on the 2019 Bonds. Other environmental conditions, such as flooding, landslides or wildfires, could affect or interrupt the service provided by the Enterprise, resulting in a temporary reduction in the amount of Net Revenues available to pay debt service when due on the 2019 Bonds.

California Drought Gonditions

ln recent years, the State of California experienced a significant drought that resulted in severe impacts to California's water supplies and its ability to meet all the demands for water in the State. The Authority cannot predict if and when drought conditions may return or what effect drought conditions may have on the revenues of the Enterprise. See "THE ENTERPRISE" for a discussion of the impact of potential droughts on the Enterprise's water supply and revenues.

Loss of Tax-Exemption

As discussed under the caption "TAX MATTERS,'interest on the 2019 Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the 2019 Bonds were issued, as a result of future acts or omissions of the Authority in violation of its covenants in the lndenture. Should such an event of taxability occur, the 2019 Bonds are not subject to special redemption and will remain Outstanding until maturity or until redeemed under other provisions set forth in the lndenture. ln addition, no assurance can be given that the market price for the 2019 Bonds will not be affected by any action of the lnternal Revenue Service, including þut not limited to the publication of proposed or final regulations, the issuance of rulings, the selection of the 2019 Bonds for audit examination, or the course or result of any lnternal Revenue Service audit or examination of the 2019 Bonds or obligations that present similar tax issues as the 2019 Bonds.

Proposition 218

General. On November 5, 1 996, California voters approved Proposition 218, the so-called "Right to Vote on Taxes Act." Proposition 218 added Articles XlllC and XlllD to the State Constitution, which affect the ability of local governments to levy and collect both existing and future taxes, assessments, and property-related fees and charges. Proposition 218, which generally became effective on November 6, 1996, limited local governments' authority to impose or increase property-related "fee" or "charge," which is defined as "any levy other than an ad valorem tax, a special tax or an assessment, imposed by a flocal government] upon a.parcel or

33 88 upon a person as an incident of property ownership, including user fees or charges for a property related service" (and referred to in this section as a "property-related fee or charge").

Specifically, under Article XlllD, before a municipality may impose or increase any property-related fee or charge, the entity must give written notice to the record owner of each parcel of land affected by that fee or charge. The municipality must then hold a hearing upon the proposed imposition or increase at least 45 days after the written notice is mailed, and, if a majority of the property owners of the identified parcels present written protests against the proposal, the municipality may not impose or increase the property-related fee or charge.

Further, under Article XlllD, revenues derived from a property-related fee or charge may not exceed the funds required to provide the "property-related service" and the entity may not use such fee or charge for any purpose other than that for which it imposed the fee or charge. The amount of a property-related fee or charge may not exceed the proportional cost of the service attributable to the parcel, and no property-related fee or charge may be imposed for a service unless that service is actually used by, or is immediately available to, the owner of the property in question.

ln addition, Article XlllC states that "the initiative power shall not be prohibited or othenryise limited in matters of reducing or repealing any local tax, assessment, fee or charge. The power of initiative to affect local taxes, assessments, fees and charges shall be applicable to all local governments and neither the Legislature nor any local government charter shall impose a signature requirement higher than that applicable to statewide statutory initiatives."

Judicial Interpretation of Proposition 218. After Proposition 218 was enacted in 1996, appellate court cases and an Attorney General's opinion initially indicated that fees and charges for water and wastewater services, which are based on the amount of services consumed, would not be considered property-related fees and charges, and thus not subject to the requirements of Article XlllD. However, numerous subsequent court cases have held that certain types of water and wastewater charges could be subject to the requirements of Proposition 218. These cases include, for example, Capistrano Taxpayers Assoc., lnc. v. City of San Juan Capistrano (186 Cal. Rptr. 3d 362 (Cal. App. 4th Distr. 2015)), Bighorn-Desert View Water Agency v. Veriil (46 Cal. Rptr. 3d 73 (Cal. 2OOO)), and Howard Jarvis Taxpayers Assqc. v. City of Fresno (26 Cal. Rptr. 3d 153 (Cal. App.5th Distr.2005)).

Current Practice Regarding Rafes and Charges. The Authority's practice in implementing increases in water rates and charges has been to comply with the requirements of Article XlllD, including the practice of providing property owners with a 45-day mailed notice and public hearing before the Board of Directors of the Authority approves rate increases.

Conclusion. lt is not possible to predict how courts will further interpret Article XlllC and Article XlllD in future judicial decisions, and what, if any, further implementing legislation will be enacted. Under the Bighorn case, local voters could adopt an initiative measure that reduces or repeals the Authority's rates and charges, though it is not clear whether (and California courts have not decided whether) any such reduction or repeal by initiative would be enforceable in a situation in which such rates and charges are pledged to the repayment of bonds or other indebtedness, as is the case with respect to the 2019 Bonds. There can be no assurance that the cou¡ts will not further interpret, or the voters will not amend, Article XlllC and Article XIttD to limitthe ability of locat agencies to impose, levy, charge and collect increased fees and charges for water, or to call into question previously adopted water rate increases.

34 89 Environmental Regu lation

The kind and degree of water treatment is regulated, to a large extent, by the federal government and the State of California. Treatment standards set forth in federal and state law control the operations of the Enterprise and mandate its use of technology. lf the federal government, acting through the Environmental Protection Agency, or the State of California, acting through the Department of Health Services, or additionalfederal or state legislation, should impose stricter water quality standards upon the Enterprise, the Authority's expenses could increase accordingly and rates and charges would have to be increased to offset those expenses.

It is not possible to predict the direction which federal or state regulation will take with respect to drinking water quality standards, although it is likely that both will impose more stringent standards with attendant higher costs.

Secondary Market for Bonds

There can be no guarantee that there will be a secondary market for the 2019 Bonds or, if a secondary market exists, that any 2019 Bonds can be sold for any particular price. Occasionally, because of general market conditions 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 Parity Obligations

As described in "SECURITY FOR THE 2019 BONDS - Parity Debt" above, the lndenture permits the Authority to issue Parity Debt payable on a parity with the payment of debt service of the 2016 Bonds and the 2019 Bonds. ln the event of a decline in Net Revenues, the existence of future Parity Debt could adversely affect the Authority's ability to pay debt service on the 2019 Bonds.

35 90 TAX MATTERS

Federat Tax Status. ln the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the 2019 Bonds is excluded from gross income for federal income tax purposês and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. The 2019 Bonds are "qualified tax-exempt obligations" within the meaning of section 265(bX3) of the lnternal Revenue Code of 1986, as amended (the "Tax Code"), such that, in the case of certain financial institutions (within the meaning of section 265(bX5) of the Tax Code), a deduction for federal income tax purposes is allowed for 80% of that portion of such financial institution's interest expense allocable to interest payable on the 2019 Bonds.

The opinions set forth in the preceding paragraph are subject to the condition that the Authority complywith all requirements of the lnternal Revenue Code of 1986, as amended (the "Tax Code") that must be satisfied subsequentto the issuance of the 2019 Bonds in orderthat the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes, and in order for the 2019 Bonds to be "qualified tax-exempt obligations" within the meaning of Section 265(bX3) of the Tax Code. The Authority has made certain representations and covenants in order to comply with each such requirement. lnaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the 2019 Bonds, or may cause the 2019 Bonds to not be "qualified tax-exempt obligations" within the meaning of Section 265(bX3) of the Tax Code.

Tax Treatment of Original lssøe Discount and Premium. lf the initial offering price to the public at which a 2Q19 Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes "original issue discount" for purposes of federal income taxes and State of California personal income taxes. lf the initial offering price to the public at which a 2019 Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes "original issue premium" for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium are disregarded.

Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly ãllocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues overthe term to maturity of the 2019 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such 2019 Bonds to determine taxable gain uþon disposition (including sale, redemption, or payment on maturity) of such 2019 Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the 2019 Bonds who purchase the 2019 Bonds after the initial offering of a substantial amount of such maturity. Owners of such 2019 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2019 Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering to the public at the first price at which a substantial amount of such 2019 Bonds is sold to the public.

Under the Tax Code, original issue premium is amortized on an annual basis over the term of the 2019 Bond (said term being the shorter of the 2019 Bond's maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of

36 91 the owner of the 2019 Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a 2019 Bond is amortized each year over the term to maturity of the 2019 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized Bond premium is not deductible for federal income tax purposes. Owners of premium 2019 Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such 2019 Bonds.

Catifornia Tax Status. ln the further opinion of Bond Counsel, interest on the 2019 Bonds is exempt from California personal income taxes.

Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the 2019 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or cause the 2019 Bonds to not be "qualified tax-exempt obligations," or othenvise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the 2019 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment.

The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the 2019 Bonds, or as to the consequences of owning or receiving interest on the 2019 Bonds, as of any future date. Prospective purchasers of the 2019 Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

Owners of the 2019 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2019 Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the 2019 Bonds, the ownership, sale or disposition of the 2019 Bonds, or the amount, accrual or receipt of interest on the 2019 Bonds.

CERTAIN LEGAL MATTERS

Jones Hall, A Professional Law Corporation, Bond Counsel, will render an opinion with respect to the validity of the 20'19 Bonds, the form of which opinion is set forth in APPENDIX E. Certain legal matters will also be passed upon for the Authority by Jones Hall, as Disclosure Counsel. Certain legal matters will be passed upon for the Authority by Kronick Moskovitz Tiedemann & Girard, as counsel to the Authority.

37 92 LITIGATION

No litigation is pending or threatened concerning the validity of the 2019 Bonds. The Authority is not aware of any litigation pending or threatened questioning the political existence of the Authority or contesting the Authority's power to fix water rates and charges, or the power of the Board or in any way questioning or affecting:

(¡) the proceedings under which the 2019 Bonds are to be issued;

(ii) the validity of any provision of the 2019 Bonds or the lndenture;

(iii) the pledge of Net Revenues by the Authority under the lndenture; or

(iv) the titles to office of the present members of the Board or the Authority.

There is no litigation pending, with service of process having been accomplished, against the Authority which if determined adversely to the Authority would, in the opinion of the Authority, materially impair the ability of the Authority to pay principal of and interest on the 2019 Bonds as they become due.

RATING u-" S&P Global Ratings ("S&P') has assigned its municipal bond rating of to the 2019 Bonds

This rating reflects only the views of S&P, and an explanation of the significance of this rating, and any outlook assigned to or associated with this rating, should be obtained from S&P.

Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. The Authority has provided certain additional information and materials to S&P (some of which does not appear in this Official Statement).

There is no assurance that this rating will continue for any given period of time or that this rating will not be revised downward or withdrawn entirely by S&P, if in the judgment of S&P, circumstances so warrant. Any such downward revision or withdrawal of any rating on the 2019 Bonds may have an adverse effect on the market price or marketability of the 2019 Bonds.

CONTINUING DISCLOSURE

The Authority will covenant for the benefit of owners of the 2019 Bonds to provide certain financial information and operating data relating to the Authority and the Enterprise by not later than nine months after the end of the Authority's fiscal year, or March 31, of each year (based on the Authority's current fiscal year-end of June 30) (the "Annual Report"), commencing March 31, 2020 with the report for the 2018-19 fiscal year, and to provide notices of the occurrence of certain listed events.

These covenants have been made in order to assist the Underuvriter in complying with Securities Exchange Commission Rule 15c2-12(bx5) (the "Rule"). The specific nature of the

38 93 information to be contained in the Annual Report or the notices of listed events by the Authority is set forth in "APPENDIX C - Form of Continuing Disclosure Certificate."

Based on a review of its continuing disclosure filings for the past 5 years, the Authority has not failed to comply, in all material respects, with its continuing disclosure undertakings for such period.

UNDERWRITING

Stifel, Nicolaus & Company, lncorporated, the undenruriter of the 2019 Bonds, has agreed topurchasethe2019BondsfromtheAuthorityatapurchasepriceof$-which represents the aggregate principal amount of the 2019 Bonds, plus net original issue premium of $_, less undenruriter's discount of The purchase contract under which the Undenruriter is purchasing the 2019 Bonds provides that the Unden¡vriter will purchase all of the 2019 Bonds if any are purchased. The obligation of the Underwriter to make such purchase is subject to certain terms and conditions set forth in the contract of purchase.

The public offering prices of the 2019 Bonds may be changed from time to time by the Undenruriter. The Undenruriter may offer and sellthe 2019 Bonds to certain dealers and others at a price lower than the offering price stated on the cover page of this Official Statement.

MUNICIPAL ADVISOR

The Authority has retained NHA Advisors, LLC, San Rafael, California, as its Municipal Advisor (the "Municipal Advisor") in connection with the authorization and delivery of the 2019 Bonds. The Municipal Advisor assumes no responsibility for the information, covenants and representations contained in any of the legal documents with respect to the federal income tax status of the 2019 Bonds, or the possible impact of any present, pending or future actions taken by any legislative or judicial bodies.

PROFESSIONAL FEES

ln connection with the issuance of the 2019 Bonds, fees payable to the following professionals involved in the offering are contingent upon the issuance and delivery of the 2019 Bonds: Jones Hall, A Professional Law Corporation, as Bond Counsel and Disclosure Counsel; NHA Advisors, as Municipal Advisor to the Authority; and U.S. Bank National Association, as Trustee.

EXECUTION

The execution of this Official Statement and its delivery have been authorized by the Board of Directors of the Authority.

SU ISUN/SOLANO WATER AUTHORITY

39 94 By: SSWA Manager

40 95 APPENDIX A

SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE

Certain provisions of the lndenture are summarized below. This summary does not purport to be complete or definitive and is qualified in its entirety by reference to the full terms of the Indenture. ln the event of a conflict between this summary and the lndenture, the terms of the lndenture shall govern.

96 APPENDIX B

AUDITED FINANCIAL STATEMENTS OF THE AUTHORITY FOR FISCAL YEAR ENDED JUNE 30, 2018

97 APPENDIX C

FORM OF CONTINUING DISCLOSURE CERTIFICATE

SUISU N/SOLANO WATER AUTHORITY Water Revenue Bonds, Series 2019 (Bank Qualified)

This Continuing Disclosure Certificate (this "Disclosure Certificate") is executed and delivered by the Suisun/Solano Water Authority (the "Authority") in connection with the issuance of its Water Revenue Bonds, Series 2019 (the "2019 Bonds"). The 2019 Bonds are being issued pursuant to that certain Supplemental lndenture of Trust No. 1 dated as of March 1,2019 (the "Supplemental lndenture"), which supplements and amends the lndenture of Trust dated as of October 1,2016 (the "Original Indenture," and together with the Supplemental lndenture, the "lndenture") by and between the Authority and U.S. Bank NationalAssociation, as trustee (the "Trustee").

The Authority covenants and agrees as follows:

Section 1 Puroose of the Di closure Certificate This Disclosure Certificate is being executed and delivered by the Authority for the benefit of the holders and beneficial owners of the 2019 Bonds and in order to assist the Participating Underwriters in complying with Rule 15c2- 12(bX5) adopted by the Securities and Exchange Commission under the Rule.

Section 2. Definitions. ln addition to the definitions set forth in the lndenture, which apply to any capitalized term used in this Disclosure Certificate unless otheruvise defined in this Section, the following capitalized terms shall have the following meanings:

"AnnLtal Report' means any Annual Report provided by the Authority pursuant to, and as described in, Sections 3 and 4.

"Annual Repoñ Date" means the date that is nine months after the end of the Authority's fiscal year (currently March 31 based on the Authority's fiscal year end of June 30).

" Dissemination Agenf' means initially NHA Advisors, LLC, or any successor Dissemination Agent designated in writing by the Authority and which has filed with the Authority a written acceptance of such designation.

" Listed Events" means any of the events listed in Section 5(a)

"MSRB" means the Municipal Securities Rulemaking Board, 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.

"Official Statement' means the final official statement executed by the Authority in connection with the issuance of the 2019 Bonds.

c-1 98 "Participating lJnderwrite,/' means Stifel, Nicolaus & Company, lncorporated, as the original undenruriter of the 2019 Bonds required to comply with the Rule in connection with offering ofthe 2019 Bonds.

"Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time.

Section 3. Provision of Annual Reports

(a) The Authority shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing March 31,2020, with the report for the 2018-19 fiscal year, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4. Not later than 15 Business Days prior to the Annual Report Date, the Authority shall provide the Annual Report to the Dissemination Agent (if other than the Authority). lf by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the Authority) has not received a copy of the Annual Report, the Dissemination Agent shall contact the Authority to determine if the Authority is in compliance with the previous sentence. 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; provided, that the audited financial statements of the Authority may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. lf the Authority's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). The Authority shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the Authority hereunder.

(b) lf the Authority does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the Authority shall provide (or cause the Dissemination Agent to provide) to the MSRB, in an electronic format as prescribed by the MSRB, a notice in substantially the form attached as Exhibit A.

(c) With respect to each Annual Report, the Dissemination Agent shall

(i) determine each year prior to the Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and

(ii) if the Dissemination Agent is other than the Authority, file a report with the Authority certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.

Section 4. Content of Annual Reports. The Authori ty's Annual Report shall contain or incorporate by reference the following:

(a) Audited Financial Statements of the Authority prepared in accordance with generally accepted accounting principles as promulgated to apply to governmentalentities from time to time by the Governmental Accounting Standards Board. lf the Authority'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

c-2 99 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 become available.

(b) To the extent not contained in the audited financial statements filed under the preceding clause (a), the Annual Report shall contain information showing the following information for the most recently completed fiscal year:

(i) An update for the previous fiscal year to the "Active Water Services" table shown in the Official Statement;

(ii) The ten largest water accounts during the previous fiscal year based on total revenue to the Enterprise in substantially the form of the table in the Official Statement entitled "Top Ten Customers by Total Revenue";

(¡ll) The Authority's current water rates;

(iv) Any additional indebtedness incurred during the prior fiscal year which is payable from revenues of the Enterprise on a parity with the 2019 Bonds (i.e., Parity Bonds or State Loans); and

(v) Net Revenues received by the Authority during the prior fiscal year, and the amount of debt service coverage provided thereby (expressed as a percentage of Net Revenues to total Debt Service on the 2019 Bonds and any Parity Bonds in such fiscal year), substantially in the form of the table shown in the Official Statement.

(c) ln addition to any of the information expressly required to be provided under this Disclosure Certificate, the Authority shall provide such further material 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.

(d) 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 Authority or related public entities, which are available to the public on the MSRB's lnternet web site or filed with the Securities and Exchange Commission. The Authority shall clearly identify each such other document so included by reference.

(e) The Annual Report for the 2019 Bonds may be consolidated with the annual report due with respect to the Authority's Water Revenue Bonds, Series 2016 (the "2016 Bonds").

Section 5. Reportinq of Siqnificant Events

(a) The Authority shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the 2019 Bonds:

(1) Principal and interest payment delinquencies. (2) Non-payment related defaults, if material. (3) Unscheduled draws on debt service reserves reflecting financial difficulties.

c-3 100 (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the lnternal Revenue Service of proposed or final determinations of taxability, Notices of Proposed lssue (lRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers. (e) Defeasances. (10) Release, substitution, or sale of property securing repayment of the securities, if material. (1 1) Rating changes. (12) Bankruptcy, insolvency, receivership or similar event of the obligated person. (13) 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, if material. (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material.

(15) lncurrence of a financial obligation of the obligated person, if material, 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 security holders, if material (see clause (c) for definition of "financial obligation").

(16) 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 (see clause (c) for definition of "financial obligation").

(b) Whenever the Authority obtains knowledge of the occurrence of a Listed Event, and, if the Listed Event is described in subsections (aX2), (aX6), (aX7), (aX8) (if the event is a bond call), (a)(10), (a)(13), (a)(1a) or (aX15) above, the Authority determines that knowledge of the occurrence of that Listed Event would be material under applicable Federal securities law, the Authority shall, or shall cause the Dissemination Agent (if not the Authority) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (aX8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected 2019 Bonds under the lndenture.

c-4 101 (c) Forpurposes of Section S(aX15) and (16), "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.

Section 6. ldentifvinq lnformation for Filinqs with the MSRB. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of Reportinq Obliqation. The Authority's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in fullof allof the2019Bonds. lf suchterminationoccurspriortothefinalmaturityof the2019Bonds, the Authority shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

Section 8. Dissemination Aqent. The Authority may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days'written notice to the Authority.

Section 9. Amendment; Waiver. Notwithstandin g any other provision of this Disclosure Certificate, the Authority may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the followlng conditions are satisfied:

(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 2019 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 2019 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 2019 Bonds in the manner provided in the lndenture for amendments to the lndenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the 2019 Bonds.

lf the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first Annual Report 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.

lf an amendment is made to this Disclosure Certificate modifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information

c-5 102 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 Authority to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative.

A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Listed Event under Section 5(c).

Section 10. Additional lnformation. Noth ing in this Disclosure Certificate shall be deemed to prevent the Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate 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 Certificate. lf the Authority 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 Certificate, the Authority shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Section 11. Default. lf the Authority fails to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the 2019 Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Authority to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the lndenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Authority to comply with this Disclosure Certificate shall be an action to compel performance.

Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Authority, the Dissemination Agent (if other than the Authority), the Participating Undenrvriter and the holders and beneficial owners from time to time of the 2019 Bonds, and shall create no rights in any other person or entity.

Section 13. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.

Date 2019

SU ISU NiSOLANO WATER AUTHORITY

Name Title:

c-6 103 AGREED AND ACCEPTED

NHA Advisors, LLC, as Dissemination Agent

Authorized Representative

c-7 104 EXHIBIT A

NOTICE OF FAILURE TO FILE ANNUAL REPORT

Name of lssuer: SuisuniSolano Water Authority

Name of lssue: Water Revenue Bonds, Series 2019

Date of lssuance: ,2019

NOTICE lS HEREBY GIVEN that the Suisun/Solano Water Authority has not provided an Annual Report with respect to the above-named bonds as required by the Continuing Disclosure Certificate dated as of 2019, executed by Suisun/Solano Water Authority. The Authority anticipates that the Annual Report will be filed by

Dated:

SU ISUN/SOLANO WATER AUTHORITY

Name: Title:

c-8 105 APPENDIX D

sursuNc,ry,rrror=JfÄfi lilff"iTill"J|Siîêii:trsoLANocouNry

The following information concerning the City of Suisun City, the Solano lrrigation District and surrounding areas is included only for the purpose of supplying general information regarding the community. The 2019 Bonds are not a debt of the City, County, the District, the State or any of its political subdivisions, and neither the City, the County, the District, the State nor any of its political subdivisions is liable therefor.

THE CITY OF SU¡SUN CITY AND SOLANO GOUNTY

General

The City of Suisun City. The City of Suisun City (the "Gity") which comprises approximately 4.2 square miles and is located in the County of Solano (the "County"), the State of California (the "State") directly southeast of Fairfield and approximately 45 miles northeast of San Francisco. The city is adjacent to Suisun Marsh, which comprises 84,000 acres of the largest contiguous estuarian marsh remaining on the west coast of North America. The City is served by lnterstate 80, the majorfreeway link between San Francisco and Sacramento, and Highway 12, the connecting freeway from lnterstate 80 to Napa Valley. The Fairfield and Suisun Transit (FAST) serves Solano County with local bus service and Amtrak runs train service through the Suisun-Fairfield train station.

The City's economy has historically been based upon agriculture and related industries and has served as a commerce center for agriculture in its region for over 100 years. ln recent years, Suisun City has transformed its economic base as a result of significant residential building activity occurring over the past several years.

The County of Solano. The County is located on the northeast side of the San Francisco Bay, north of Contra Costa County, Suisun Bay and the Carquinez Strait, east of Sonoma County and Napa County, south of Yolo County and west of Sacramento County. The County is located approximately halfway between San Francisco and Sacramento.

The southern part of the County has direct access to Suisun Bay, the San Francisco Bay and the Sacramento-San Joaquin River Delta. For decades, the economy of the County was based primarily on agriculture and ship building at Mare lsland Naval Shipyard, which was decommissioned in 1 996.

Municipal Government

The City was incorporated in the 1860s during the California Gold Rush and operates under a council/manager form of government. All municipal departments operate under the supervision of the City Manager. The City Council consists of a Mayor elected at large for a four- year term and four other Council members elected at large for overlapping four-year terms.

D-1 106 Employment and lndustry

The County is included the Vallejo-Fairfield Metropolitan Statistical Area. The unemployment rate in the County was 3.6 percent in November 2018, unchanged from a revised 3.6 percent in October 2018, and below the year-ago estimate of 4.1 percent. This compares with an unadjusted unemployment rate of 3.9 percent for California and 3.5 percent for the nation during the same period.

The following table shows civilian labor force and wage and salary employment data for the Napa Metropolitan Statistical Area by industry type for the past five calendar years.

VALLEJO.FA¡RFEILD METROPOLITAN STATISTICAL AREA (Solano Gounty) Civilian Labor Force, Employment and Unemployment (Annual Averages) March 2017 Benchmark

2013 2014 2015 2016 2017 Çiyilia¡.LaborForce:'(') 203, I 00 203,300 205,300 207,900 209,300 Employment 184,600 188,000 192,700 196,500 'r99,300 Unemployment 18,400 15,300 12,600 11,400 10,000 Unemployment Rate L1o/o 7.5% 6.1% 5.5o/o 4.8o/o @:(2) Agriculture 1,700 1,800 1,800 1,800 1,800 Mining and Logging 200 300 300 200 300 Construction 8,600 8,300 9,000 10,300 10,600 Manufacturing 10,200 11,000 11,700 11,900 12,300 Wholesale Trade 4,200 4,400 4,400 4,200 4,200 RetailTrade 17,200 17,500 18,300 r 8,500 18,600 Trans., Warehousing, Utilities 3,500 4,000 4,300 4,500 4,500 lnformation 1 ,100 1 ,100 1 ,100 1 ,100 1 ,100 Finance & lnsurance 3,700 3,500 3,500 3,600 3,600 Professional and Business Services 10,300 10,400 10,400 10,200 10,300 Educational and Health Services 22,400 23,1 00 24,200 25,700 26,700 Leisure and Hospitality 13,700 14,300 14,800 1 5,1 00 1 5,1 00 Other Services 4,000 4,000 4,1 00 4,1 00 4,300 Federal Government 3,800 3,700 3,700 3,700 3,700 State Government 5,200 5,200 5,200 5,300 5,300 Local Government 15,000 15,600 15 .900 16.200 16.100 Total all lndustries (3) 126,300 129,400 133,900 137,800 139,900

(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (2) lndustry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (3) Totals may not add due to rounding. Source: State of California Employment Development Department.

D-2 107 Largest Employers

The following tables list the largest employers located within the City and the County

CITY OF SUISUN CITY Principal Employers - 2017

Employer Number of Percent of Total Employees Employment Fairfield-Suisun Unified School District 400 14.56% Wal-Mart Stores, lnc. 375 13.65 City of Suisun City 126 4.59 Raley's Superstores 98 3.57 Salvation Army - KROC 80 2.91 US Post Office 52 1.89 ln-Shape Health Club 45 1.64 McDonalds 42 1.53 Meals on Wheels of Solano County 35 1.27 Hampton lnn & Suites 30 1.09 Round Table 28 1.02 Del Taco 25 0.91 Jack in the Box 24 0.87 Popeye's Chicken 23 0.84 Athenian Grill 23 0.84 Solano Garbage Co. 22 0.80 The Gallery Salon & Spa 21 0.76 La Cabana 20 0.73 Quickserve Concepts, lnc. 20 0.73 Richmond American Homes 19 0.69

Sourcer City of Suisun City Comprehensive Annual Financial Report for Fiscal Year 201 6-17

D-3 108 SOLANO COUNTY Largest Employers - 2017

Employer Name Location lndustry California Medical Facility Vacaville Hospitals Comcast Cable Vallejo Television-Cable & CATV Flatiron Construction Corp Benicia GeneralContractors Gbg Corp Vacaville Wellness Programs Genentech lnc Vacavílle Pharmaceutical Products-Wholesale Guittard Chocolate Co Fairfield Chocolate & Cocoa (whls) Jelly Belly Candy Co Fairfield Management Services Jelly Belly Candy Co Fairfield Candy & Confectionery-Retail Kaiser Permanente Vacaville MD Vacaville Hospitals Kaiser Permanente Vallejo Med Vallejo Hospitals M&G Dura Vent lnc Vacaville Building Materials-Wholesale Mike's Auto Body Vallejo Automobile Body-Repairing & Painting Northbay Medical Ctr Fairfield Hospitals Northbay Vacavalley Hospital Vacaville Hospitals Six Flags Vallejo Amusement & Theme Parks Solano County Sheritf Fairfield Government Offices-County Solano County Special Edu Fairfield Schools Sutter Solano Medical Ctr Vallejo Hospitals Touro University California Vallejo University-College DepVFacility/Otfice Travis Air Force Base Travis AFB Military Bases USDA Forest Svc Vallejo Government Offices-Us Vacaville City Hall Vacaville City Government-Executive Offices Valero Benicia Refinery Benicia Oil Refiners (mfrs) Vallejo City Manager's Otfice Vallejo Government Offices-City, Village & Twp Walmart Supercenter Suisun City Department Stores

Source: California Emptoyment Development Department, extracted from The Amer¡ca's Labor Market Information System (A LMtS) Employer Database, 2019 1st Edition.

D-4 109 Effective Buying Income

"Effective Buying lncome" is defined as personal income less personal tax and nontax payments, a number often referred to as "disposable" or "after-tax" income. Personal income is the aggregate of wages and salaries, other labor-related income (such as employer contributions to private pension funds), proprietor's income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as "disposable personal income."

The following table summarizes the total effective buying income for the City, the County, the State and the United States for the period 2015 through 2019.

CITY OF SUISUN CITY, COUNTY OF SOLANO, STATE OF CALIFORNIA AND UNITED STATES Effective Buying lncome Calendar Years 2015 Through 2019

Total Effective Median Household Buying lncome Effective Year and Area (000s omitted) Buvinq lncome

2015 City of Suisun City $611,953 $56,478 County of Solano 9,934,308 54,340 California 901 ,189,699 50,072 United States 7,357,153,421 45,448

2016 City of Suisun City $640,573 $58,399 County of Solano 10,690,163 35,632 California 981,231,666 53,589 United States 7,757,960,399 46,738

2017 City of Suisun City $718,796 $62,699 County of Solano 11,370,811 60,401 California 1,036,142,723 55,681 United States 8,132,748,136 48,043

2018 City of Suisun City $683,1 81 $59,231 County of Solano 11,739,608 61,626 California '1 ,1 1 3,648,18'1 59,646 United States 8,640,770,229 50,735

2019 City of Suisun City $776,142 $66,820 County of Solano 13,210,567 67,406 California 1 ,183,264,399 62,637 United States 9,017,967,563 52,841

Source: The Nielsen Company (US), lnc for years 2015 through 2018; Clar¡tas, LLC for 2019.

D-5 110 Commercial Activity

A summary of historic taxable sales within the City during the past five years in which data is available is shown in the following table. Total taxable sales during the first three quarters of calendar year 2017 in the City were reported to be $1 06,271,164, a 4.660/o increase over the total taxable sales of $101,544,210 reported during the first three quarters of calendar year 2016. Annual figures for calendar year 2017 and 2018 are not yet available.

CITY OF SUISUN CITY Taxable Retail Sales Number of Permits and Valuation of Taxable Transactions (Dollars in Thousands)

RetailStores TotalAll Outlets

Number Taxable Number Taxable of Permits Transactions of Permits Transactions

2012 255 995,217 342 $98,273 2013 271 91,719 345 95,342 2014 262 93,780 333 96,934 2015 283 121,991 411 125,880 2016 288 134,528 412 138,144

(l) Permit figures for calendar year 2015 are not comparable to that of prior years due to outlet counts in these reports including the number of outlets that were active during the report¡ng per¡od. Retailers that operate part{ime are now tabulated with store retailers. Source: California State Board of Equalization, Taxable Sa/es rn California (Sa/es & Use Tax).

A summary of historic taxable sales within the County during the past five years in which data is available is shown in the following table. Total taxable sales during the first three quarters of calendar year 2017 in the County were reported to be $5,610,998,778, a 5.89o/o increase over the total taxable sales of $5,299,048,302 reported during the first three quarters of calendar year 2016. Annual figures for calendar year 2017 and 2Q18 are not yet available.

SOLANO COUNTY Taxable Retail Sales Number of Permits and Valuation of Taxable Transactions (Dollars in Thousands)

RetailStores TotalAllOutlets

Number Taxable Number Taxable of Permits Transactions of Permits Transactions

2012 5,607 $4,110,380 8,102 $6,037,959 2013 5,693 4,344,846 8,129 6,377,402 2014 5,741 4,547,857 8,206 6,700,391 2015 3,233 4,687,866 9,265 6,961,047 2016 6,042 4,851,514 9,408 7,192,098

(7.) Permit figures for calendar year 2015 are not comparable to that of prior years due to outlet counts in these reports including the number of outlets that were active during the reporting period. Retailers that operate part-time are now tabulated with store retailers. Source: Cal¡forn¡a State Board of Equalization, Taxable Sa/es ln California (Sa/es & Use Tax)

D-6 111 Construction Activity

The following tables show a five-year summary of the valuation of building permits issued in the City and the County.

CITY OF SUISUN CITY Total Building Permit Valuations (Valuations in Thousands)

2013 2014 2015 2016 2017 Permit Valuation New Single-family $5,098.7 $o.o $2,752.4 $16,136.8 ç2,740.4 New Multi-family 0.0 0.0 0.0 0.0 1,540.0 Res. Alterations/Additions 136.3 158.2 1,139.9 1,694.1 4.887.3 Total Residential 5,235.0 158.2 3,892.3 17,830.9 9,167.7

New Commercial $72.1 $o.o $9.1 $218.5 $43.6 New lndustrial 0.0 0.0 0.0 0.0 0.0 New Other 234.3 0.0 102.9 295.9 228.1 Com. Alterations/Additions 424.6 0.0 6,952.0 979.7 341.5 Total Nonresidential 731.0 0.0 7,064.00 1,494.1 613.2

New Dwelling Units o Single Family 28 0 8 51 Multiple Family g I I I 10 TOTAL 28 0 I 51 19

Source: Construction lndustry Research Board, Building Permit Summary

COUNTY OF SOLANO Total Building Permit Valuations (Valuations in Thousands)

2013 2014 2015 2016 2017 Permit Valuation New Single-family $109,649.8 $170,575.2 $281,379.9 $251,088.8 $218,841 .3 New Multi-family 27,083.8 0.0 32,105.8 9,554.0 6,071.7 Res. Alterations/Additions 27,713.7 47.365.2 41.093.4 47.072.6 55.571.1 Total Residential 164,447.3 217,940.4 354,579.1 307,715.4 280,484.1

New Commercial $38,581.2 $62,182.3 $1 14,798.3 $53,048.9 $68,646.0 New lndustrial 9,736.1 30,112.6 165.0 45,365.3 16,795.2 New Other 15,895.0 12,603.1 19,869.6 19,960.9 48,815.2 Com. Alterations/Additions 51.102.4 69.159.0 77.529.8 68,781.9 92.542.8 Total Nonresidential 115,314.7 174,057.0 212362.7 187,157.0 226,799.2

New Dwelling Units Single Family 524 655 ,037 873 845 Multiple Family 281 q 331 63 51 TOTAL 805 655 ,368 936 896

Source: Construction lndustry Research Board, Building Perm¡t Summary.

D-7 112 Population

Population estimates of the past ten years for the City, the County and the State are shown in the following table.

SUISUN CITY, COUNTY OF SOLANO AND STATE OF CALIFORNIA Population Estimates Galendar Years 2009 through 2018

Year Citv of Suisun Citv Solano Countv State of California 2009 28,220 412,832 36,966,713 2010 28,320 413,268 37,223,900 2011 27,977 413,527 37,529,913 2012 28,013 416,133 37,874,977 2013 28,195 419,272 38,234,391 2014 28,418 423,371 38,568,628 2015 28,869 427,148 38,912,464 2016 28,963 430,907 39,179,627 2017 29,152 436,640 39,500,973 2018 29,182 439,793 39,809,693

Source: California State Department of Finance, as of January 1

D-B 113 THE SOLANO IRRIGIAT¡ON DISTRICT

General

The Solano lrrigation District (the "District") is located in North-Central Solano County, midway between the San Francisco bay area to the south and the City of Sacramento to the north and is approximately 105 square miles. The District contains about _% of the assessed valuation of theCityof Suisun City,_o/o of theCityof Dixon, _o/oof theCityof Fairfield and-o/o of the City of Vacaville. The area within these incorporated cities makes up 10o/o of the total of all property assessed valuation of the District. The land is generally level. The District is traversed by the l-80 Freeway and numerous State and County roads. lUpdate]

The District obtains water for both irrigation and domestic supplies from Lake Berryessa (Monticello Dam) diverted by the Putah-South Canalfrom Lake Solano. lt also has some installed well capacity. The Putah-South Canal is operated by the District under contract with the Solano County Water Agency. A domestic water treatment and supply system under a joint powers agreement with the City provides domestic supplies to the Tolenas Area.

While the area around the District continues to have a very viable agricultural industry, urbanization continues to occur as the area develops both as a bedroom community for metropolitan area of San Francisco and Sacramento and as new industry relocates to the area.

Organization and Management

The District was organized in 1948 and has been in continuous operation since then. Under law, its affairs are governed by a five-member Board of Directors elected for four-year terms from geographical divisions within the District. The President of the Board of Directors is selected from among its members. Appointed officers include a Secretary-Manager, Treasurer and an attorney to serve as general counsel to the District. The District is governed by a five member Board of Directors, the members of which are elected by the registered voters of the District to staggered four-year terms.

D-9 114 APPENDIX E

FORM OF OPINION OF BOND COUNSEL

[Closing Date]

Suisun/Solano Water Authority c/o Solano lrrigation District (SlD) 810 Vaca Valley Parkway, Suite 201 Vacaville, CA 95688 OPIN¡ON: $ Suisun/Solano Water Authoritv Water Revenue Bonds, Series 2019 (Bank Qualified)

Members of the Board:

We have acted as bond counsel to the Suisun/Solano Water Authority (the "Authority") in connection with the issuance by the Authority of the captioned bonds (the "Bonds"). ln such capacity, we have examined such law and such certified proceedings, certifications and other documents as we have deemed necessary to render this opinion.

The Bonds are issued pursuant to Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Bond Law"), Supplemental lndenture of Trust No. 1 dated as of March 1, 2019 (the "Supplemental lndenture"), which supplements and amends the lndenture of Trust dated as of October 1,2016 (the "Original lndenture," and together with the Supplemental lndenture, the "lndenture") by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"), and a resolution(the''Resolution'')oftheBoardofDirectorsoftheAuthorityadopted-,2019' Under the lndenture, the Authority has pledged certain revenues (the "Net Revenues") for the payment of principal, premium (if any), and interest on the Bonds when due.

Regarding questions of fact material to our opinion, we have relied on representations of the Authority contained in the Resolution and in the lndenture, and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation.

Based on the foregoing, we are of the opinion that, under existing law:

1. The Authority is a duly created and validly existing joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California with the power to adopt the Resolution, enter into the lndenture and perform the agreements on its part contained therein, and issue the Bonds.

2. The lndenture has been duly authorized, executed and delivered by the Authority, and constitutes a valid and binding obligation of the Authority, enforceable against the Authority.

115 3. The lndenture creates a valid lien on the Net Revenues and other funds pledged by the lndenture for the security of the Bonds, on a parity with certain other bonds previously issued or that may be issued under the lndenture.

4. The Bonds have been duly authorized and executed by the Authority, and are valid and binding limited obligations of the Authority, payable solely from the Net Revenues and other funds provided therefor in the lndenture.

5. lnterest 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. The Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(bX3) of the lnternal Revenue Code of 1986, as amended (the "Tax Code"), and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the Tax Code), a deduction is allowed for 80 percent of that portion of such financial institutions' interest expense allocable to the portion of the Bonds designated as and comprising interest.

The opinions set forth in the preceding paragraph are subject to the condition that the Authority comply with all requirements of the Tax Code that must be satisfied subsequent to the issuance of the Bonds in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes, and in order for the Bonds to be "qualified tax- exempt obligations" within the meaning of Section 265(b)(3) of the Tax Code. The Authority has made certain representations and covenants in order to comply with each such requirement. lnaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds, or may cause the Bonds not to be "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Tax Code.

6. lnterest on the Bonds is exempt from personal income taxation imposed by the State of California.

The rights of the owners of the Bonds and the enforceability of the Bonds and the lndenture are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, and by equitable principles, whether considered at law or in equity.

This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted,

A Professional Law Corporation

116 APPENDIX F

DTC AND THE BOOK.ENTRY ONLY SYSTEM

The fottowing description of the Depository Trust Company ("DTC"), the procedures and record keeping with respect to beneficial ownership interesfs rn the 2019 Bonds, payment of principal, interest and other payments on the 2019 Bonds to DTC Parlicipants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the 2019 Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based sotety on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC 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.

Neither the issuer of the 2019 Bonds (the "lssuer") nor the trustee, fiscal agent or paying agent appointed with respect to the 2019 Bonds (the "Agent") take any responsibility for the information contained in this Appendix.

No assurances can be given that DTC, DTC Pafticipants or lndirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the 2019 Bonds, (b) certificafes representing ownership interest in or other confirmation or ownership interest in the 2019 Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the 2019 Bonds, or that they willso do on a timely basrs, or that DTC, DTC Participants or DTC lndirect Participants will act in the manner described in this Appendix. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC.

1. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the securities (the "securities"). The Securities 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 Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. lf, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.

2. 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 17 A of the Securities Exchange Act of 1 934. 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

F-1 117 subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed lncome 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 ("lndirect 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. The information contained on this lnternet srTe is not incorporated herein by reference.

3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and lndirect 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 lndirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and lndirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.

4. To facilitate subsequent transfers, all Securities 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 Securities 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 Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and lndirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to lndirect Participants, and by Direct Participants and lndirect Padicipants 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 Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. ln 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.

6. Redemption notices shall be sent to DTC. lf less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to lssuer as soon as

F-2 118 possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

8. Redemption proceeds, distributions, and dividend payments on the Securities 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 lssuer or Agent, 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, Agent, or lssuer, 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 lssuer or Agent, 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 lndirect Participants.

9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to lssuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.

10. lssuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). ln that event, Security certificates will be printed and delivered to DTC.

11. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that lssuer believes to be reliable, but lssuer takes no responsibility for the accuracy thereof.

F-3 119 Jones Hall Draft of Jan. 30, 2019

Agenda Item 6.1 Attachment 3

SUPPLEMENTAL INDENTURE OF TRUST NO. 1

by and between the

SU ISU N/SOLANO WATER AUTHORITY

and

U.S. BANK NAT¡ONAL ASSOCIAT¡ON, as Trustee

Dated as of 1,2019

Relating to $ Suisun/Solano Water Authority Water Revenue Bonds, Series 2019

120 TABLE OF CONTENTS

Paoe

Section 1. Supplement to lndenture 2

ARTICLE X AUTHORIZATION AND TERMS OF SERIES 2019 BONDS.. 2 SECTION 10.01. Terms of Series 2019 Bonds...... 2 SECTION 10.02. Redemption of Series 2019 Bonds...... 4 SECTION 10.03. Form of Series 2019 Bonds...... 6 SECTION 10.04. Execution of Series 2019 Bonds...... 6 SECTION 10.05. Other Provisions of Series 2019 Bonds; Book Entry System...... 6 SECTION 10.06. lssuance of Series 2019 Bonds...... 6 SECTION 10.07 . Application of Proceeds of Sale of Series 2019 Bonds; Bond Proceeds Fund. 6 SECTION 10.08. Project Fund. 7 SECTION 10.09. Series 2019 Cost of lssuance Fund. 7 SECTION 10.1 0. Application of Redemption Account...... 7 SECTION 10.11. No Arbitrage...... 7 SECTION 10.12. lnformation Report. 7 SECTION 10.13. Private Activity Bond Limitation...... I SECTION 10.14. Federal Guarantee Prohibition 8 SECTION 10.15. Continuing Disclosure I SECTION 10.16. Effect of this Article X...... I Section 2. AdditionalAmendments to Original lndenture I Section 3. Attachment of Exhibit A-2...... '¡. 9 Section 4. Partial lnvalidity 9 Section 5. Effective Date of Supplemental lndenture...... I Section 6. Execution in Counterparts...... I Section 7. Governing Law I

Exhibit A-2 - Form of Series 2019 Bond

-t- 121 SUPPLEMENTAL INDENTURE OF TRUST NO. I

This SuppLEMENTAL lruorrurunr or Tnusr No. I (this "Supplemental lndenture No. 1"), made and entered into and dated as of March 1, 2019, by and between the Sulsutrl/Somruo WnrrR AurHoRtry, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California (the "Authority"), and U.S. Bnrux Nnrlonnl AssoclATloN, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in San Francisco, California, as trustee (the "Trustee"), supplements and amends that certain lndenture of Trust, dated as of October 1,2016 (the "Original lndenture" and, together with Supplemental lndenture No. 1, the "lndenture") by and between the Authority and the Trustee.

BACKGROUND

WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement, dated as of December 31, 1988, by and between the Solano lrrigation District and the City of Suisun City, California, as duly amended and supplemented from time to time, and under the provisions of Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act") and is authorized pursuant to Article 4 of the Act (the "Bond Law") to borrow money for the purpose of providing financing for the acquisition, construction, improving and equipping of certain capital improvements to the Authority's water treatment, supply and distribution system (the "Enterprise") for the purpose of supplying water to the citizens and businesses in the service area of the Authority; and

WHEREAS, after due investigation and deliberation, in 2016, the Authority issued its Water Revenue Bonds, Series 2016 (the "Series 2016 Bonds") pursuant to a Resolution adopted by the Board of the Authority on August 8,2016, the Bond Law and the Original lndenture for the purpose of financing capital improvements to the Enterprise and paying the costs of issuing and selling the Series 2016 Bonds; and

WHEREAS, after due investigation and deliberation, the Authority has determined that it is in the interests of the Authority at this time to provide for the issuance of its Water Revenue Bonds, Series 2019 (the "series 2019 Bonds") pursuant to a Resolution adopted by the Board of the Authority on 2019, the Bond Law and the Original lndenture, as supplemented and amended by this Supplemental lndenture No. 1, for the purpose of financing capital improvements to the Enterprise and paying the costs of issuing and selling the Series 2019 Bonds, as Parity Bonds under the Original lndenture; and

WHEREAS, Section 3.05 of the Original lndenture provides that the Authority may issue Parity Bonds payable from the Net Revenues of the Enterprise on a parity with the Series 2016 Bonds provided certain conditions set forth therein have been met, and the Authority has met all such conditions, and

WHEREAS, in order to provide for the authentication and delivery of the Series 2019 Bonds, to establish and declare the terms and conditions upon which the Series 2019 Bonds are to be issued and secured and to secure the payment of the principal thereof and of the interest and premium, if any, thereon, the Board has authorized the execution and delivery of this Supplemental lndenture No. 1; and

122 WHEREAS, all of the Series 2019 Bonds shall be Parity Bonds, secured by a pledge of the Net Revenues and certain other moneys and securities held by the Authority and the Trustee under the lndenture, on a parity basis with the Series 2016 Bonds, and this Supplemental lndenture No. I shall be a Parity Bonds lnstrument, and

WHEREAS, all acts and proceedings required by law necessary to make the Series 2019 Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Supplemental lndenture No. 1 a valid and binding agreement for the uses and purposes herein set forth, in accordance with its terms, have been done and taken; and the execution and delivery of this Supplemental lndenture No. 1 and the Original lndenture have been in all respects duly authorized; and

WHEREAS, unless the context otherwise requires, capitalized terms used but not defined in this Supplemental lndenture No. t have the respective meanings given them in the Original lndenture.

NOW, THEREFORE, WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all Series 2019 Bonds at any time issued and Outstanding under the lndenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Series 2019 Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Series 2019 Bonds by the Owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Original lndenture is hereby supplemented and amended as follows:

Section l. Supplement to lndenture. ln accordance with the provisions of Section 3.05 and Section7.02 of the Original lndenture, the Original lndenture is hereby amended by adding a supplement thereto consisting of a new article to be designated as Article X. Certain capitalized terms used in Article X are set forth in Section 2 of this Supplemental lndenture No. 1.

Article X shall read in its entirety as follows:

ARTICLE X

AUTHORIZATION AND TERMS OF SERIES 2019 BONDS

SECTION 10.01 . Terms of Series 2019 Bonds. The Series 2019 Bonds authorized to be issued by the Authority under and subject to the Bond Law and the terms of this lndenture shall be designated the "suisun/Solano Water Authority Water Revenue Bonds, Series 2019" , and shall be issued in the original principal amount of Dollars

The Series 2019 Bonds shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Series 2019 Bond shall have more than one maturity date. The Series 2019 Bonds shall mature on September 1 in each of the years and in the amounts, and shall bear interest at the rates, as follows:

Maturity Principal lnterest CUSIP (September 1) Amount Rate 865063

2 123 T Term Bond

lnterest on the Series 2019 Bonds shall be payable on each lnterest Payment Date to the person whose name appears on the Bond Registration Books as the Owner thereof as of the Record Date immediately preceding each such lnterest Payment Date, such interest to be paid by check or draft of the Trustee mailed by first class mail to the Owner or, at the option of any Owner of at least $1,000,000 aggregate principal amount of the Bonds with respect to which written instructions have been filed with the Trustee prior to the Record Date, by wire transfer, at the address of such Owner as it appears on the Bond Registration Books. ln the event there exists a default in payment of interest due on such lnterest Payment Date, such interest shall be payable on a payment date established by the Trustee to the persons in whose names the Bonds are registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Trustee to the registered Owners of the Bonds not less than 15 days preceding such special record date. Principal of and premium (if any) on any Series 2019 Bond shall be paid upon presentation and surrender thereof at the Principal Corporate Trust Office of the Trustee in St. Paul, Minnesota. Both the principal of and interest and premium (if any) on the Series 2019 Bonds shall be payable in lawful money of the United States of America.

The Series 2019 Bonds shall be dated the Closing Date and bear interest based on a 360- day year comprised of twelve 30-day months from the lnterest Payment Date next preceding the date of authentication thereof, unless said date of authentication is an lnterest Payment Date, in which event such interest is payable from such date of authentication, and unless said date of authentication is prior to 2019, in which event such interest is payable from the Closing Date; provided, however, that if, as of the date of authentication of any Series 2019 Bond, interest thereon is in default, such Series 2019 Bond shall bear interest from the date to which interest has previously been paid or made available for payment thereon in full.

3 124 sEcroN 10.02 Redemption of S 201 9 Bonds

(a) Optional Redemption. The Series 2019 Bonds maturing on or before September 1, 20_ shall not be subject to optional redemption prior to maturity. The Series 2019 Bonds maturing on or after September 1 ,2}- shall be subject to redemption prior to their respective maturity dates, at the option of the Authority, as a whole, or in part, as determined by the Authority, on any date on or after September 1,20_-, from any source of available funds, at the principal amount of the Series 201 9 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

(b) Mandatorv Sinkins Fund Redemption. The Series 2019 Bonds maturing September 1,20_are subject to mandatory sinking payment redemption in part on September 1, 20-, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following table:

Mandatory Redemption Date Sinking Fund (September 1) Pavment $

(maturity)

The amounts in the foregoing table shall be reduced pro rata at the direction of the Authority in order to maintain substantially level debt service, as a result of any prior partial optional redemption of the Series 2019 Bonds as provided above.

ln lieu of redemption as provided above, moneys of the Authority may be used and withdrawn by the Trustee for purchase of Outstanding Series 2019 Bonds, at the direction of the Authority, at public or private sale as and when, and at such prices (including brokerage and other charges) as the Authority may provide, but in no event may Series 2019 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.

The Authority shall be required to give the Trustee written notice of its intention to redeem Series 2019 Bonds under subsection (a) at least 60 days prior to the date fixed for redemption (or such later date that is acceptable to the Trustee in the sole determination of the Trustee).

(c) [Reserved]

(d) Notice of Redemption. Unless waived by any Owner of Series 2019 Bonds to be redeemed, notice of any redemption of Series 2019 Bonds shall be given, at the expense of the Authority, by the Trustee by mailing a copy of a redemption notice by first class mail at least 20 days and not more than 60 days prior to the date fixed for redemption to the Owner of the Series 2019 Bond or Bonds to be redeemed at the address shown on the Bond Registration Books; provided, that neither the failure to receive such notice nor any immaterial defect in any notice shall affect the sufficiency of the proceedings for the redemption of the Series 2019 Bonds. Any such notice also shall be given to the Securities Depositories and the lnformation Services on the same date that it is given to the Owner of the Series 2019 Bonds.

4 125 (f) Contents of Notice. All notices of redemption of Series 2019 Bonds shall be dated and shall state:

(i) the CUSIP numbers of all Outstanding Bonds being redeemed;

(ii) the stated interest rate with respect to each Bond being redeemed;

(iii) the maturity date of each Bond being redeemed;

(iv) the Redemption Price;

(v) that on the redemption date the Redemption Price will become due and payable with respect to each such Bond or portion thereof called for redemption, and that interest with respect thereto shall cease to accrue from and after said date; and

(vi) the place or places where such Bonds are to be surrendered for payment of the Redemption Price, which places of payment may include the Principal Corporate-Trust Office of the ïrustee.

The Authority shall have the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any such notice of optional redemption shall be canceled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Outstanding Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this lndenture. The Authority and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent.

(g) Consequences of Notice. Notice of redemption having been given as aforesaid, the Series 2019 Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Authority shall default in the payment of the Redemption Price) such Series 2019 Bonds or portions of Bonds shall cease to have interest accrue thereon. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Trustee at the Redemption Price. lnstallments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the Owner a new Bond or Bonds of the same maturity in the amount of the unredeemed principal. All Bonds which have been redeemed shall be cancelled and destroyed by the Trustee and shall not be redelivered. Neither the failure of any Bond Owner to receive any notice so mailed nor any defect therein shall affect the sufficiency of the proceedings for redemption of any Bonds nor the cessation of accrual of interest thereon.

(h) Partial Redemption of Bonds. ln the event only a portion of any Series 2019 Bond is called for redemption, then upon surrender of such Series 2019 Bond redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner, at the expense of the Authority, a new Series 2019 Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Series 2019 Bond or Bonds.

(i) Manner of Redemption. Whenever any Series 2019 Bonds are to be selected for redemption, the Trustee shall determine, by lot, the numbers of the Series 2019 Bonds to be

5 126 redeemed, and shall notifythe Authority thereof. All Series 2019 Bonds redeemed pursuantto this Section and all Series 2019 Bonds purchased by the Authority pursuant to this subsection shall be cancelled and destroyed pursuant to Section 9.08.

sEcTroN 10.03 Form of Se 2019 Bonds. The Series 2019 Bonds , the Trustee's certificate of authentication, and the assignment to appear thereon, shall be substanti ally in the respective forms set forth in Exhibit A-2 attached hereto and by this reference incorporated herein and into the Original lndenture, with necessary or appropriate variations, omissions and insertions, as permitted or required by the lndenture.

SECTION 10.04. Execution of 2019 Bonds. The Series 2019 Bonds shall be signed in the name and on behalf of the Authority with the manual or facsimile signatures of its President and attested by the manual orfacsimile signature of its Secretary. The Series 2019 Bonds shall then be delivered to the Trustee for authentication by it. ln case any officer who shall have signed any of the Series 2019 Bonds shall cease to be such officer before the Series 2019 Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the Authority, such Series 2019 Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though the individual who signed the same had continued to be such officer of the Authority. Also, any Series 2019 Bond may be signed on behalf of theAuthority by any individual who on the actual date of the execution of such Series 2019 Bond shall be the proper officer although on the nominal date of such Series 2019 Bond such individual shall not have been such officer.

Only such of the Series 2019 Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A-2, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of the lndenture, and such certificate of the Trustee shall be conclusive evidence that the Series 2019 Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of the lndenture.

SECTION 10.05. Other Provisio of Series 2019 Bonds: Entrv Svstem. The provisions of Section 2.05, 2.06, 2.07 ,2.08,2.09 and 2.1Q of the Original lndenture shall apply to the Series 2019 Bonds as-if stated herein.

sEcTroN 10.06 lssuance of Se es 2019 Bonds. U pon the execution and delivery of this lndenture, the Authority shall execute and deliver Series 2019 Bonds in the aggregate principal amount of Dollars to the Trustee for authentication and delivery to the Original Purchaser thereof upon the Request of the Authority

SECTION 10.07 Aoplication of s of Sale of Series 2019 nds and Other Monevs: Bond Proceeds Fund.

(a) Receipt of Bond Proceeds and Other Monevs. On the Closing Date for the Series 2019 Bonds, the original purchaser of the Series 2019 Bonds will wire the amount of (representing the principal amount of the Series 2019 Bonds, plus/less [net] original issue premium/discount in the amount of $ less the Undenvriter's discount of $-) to the Trustee.

(b) Deposits into and use of Monevs in the Bond Proceeds Fund. On the Closing Date for the Series 2019 Bonds, the Trustee shall deposit the proceeds of the Series 2019 Bonds described in Section 10.07(a) into the Bond Proceeds Fund, which is hereby established as a

6 127 separate fund to be held by the Trustee in trust. The Trustee shall apply moneys in the Bond Proceeds Fund as follows:

(i)the Trustee shall transfer to the Authority for deposit in the Series 2019 SubaccountoftheProjectFundtheamountof$-;and

(ii) the Trustee shall deposit to the Series 2019 Subaccount of the Cost of lssuance Fund the amount of $_.

The Trustee may establish and maintain a temporary account or fund to facilitate and record such deposits and transfers.

(c) Closinq the Bond Proceeds Fund. After making the transfers from the Bond Proceeds Fund described in Section 10.07(b), and aftertransferring any moneysthat remain in the Bond Proceeds Fund to the Debt Service Fund, the Trustee shall close the Bond Proceeds Fund.

SECTION 10.08. Series 2019 Subaccount of the Proiect Fund. The Authority has previously established a fund known as the "Project Fund." On the Closing Date for the Series 2019 Bonds, the Authority shall establish a "Series 2019 Subaccount" within the Project Fund, which shall be funded with a portion of the proceeds of the Series 2019 Bonds as provided in Section 10.07. AmountsondepositintheSeries20l9Subaccountof theProjectFundshall be expended by the Authority for the purpose of paying Project Costs in accordance with procedures established by the Authority generally for the expenditure of tax-exempt bond funds by the Authority. Amounts on deposit in the accounts within the Series 2019 Subaccount (and any other account or subaccount) of the Project Fund shall be held by the Authority free and clear of the trusts established under the lndenture.

sEcTtoN 10.09 Series 2019 Subaccount of the Cost of lssuance Fund. The Trustee has previously established a fund known as the "Cost of lssuance Fund." On the Closing Date for the Series 2019 Bonds, the Trustee shall establish a "Series 2019 Subaccount" within the Cost of lssuance Fund, which shall be funded with a portion of the proceeds of the Series 2019 Bonds as provided in Section 10.07 . The moneys in the Series 2019 Subaccount of the Cost of lssuance Fund shall be used in the manner provided by law solely for the purpose of the payment of Costs of lssuance upon receipt by the Trustee of one or more Requests of the Authority therefor, on or afterthe Closing Date forthe Series 2019 Bonds, in the form of Exhibit B to the lndenture. Any funds remaining in the Series 2019 Subaccount of the Cost of lssuance Fund on 2019, shall be transferred by the Trustee to the Debt Service Fund.

sEcTtoN 10.10 Aoolication of mntion Account Section 4.06 of the Original lndenture is hereby amended and supplemented such that references therein to "Series 2016 Bonds" shall mean "Series 2016 Bonds, Series 2019 Bonds, and any other Parity Bonds issued underthe lndenture," and that referencestherein to Section2.02 shall mean all sections under the lndenture pursuant to which any Series of Bonds may be redeemed.

SECTION 10.11. No Arbitraqe. The Authority shall not take, nor permit nor suffer to be taken any action with respect to the proceeds of any of the Series 2019 Bonds which would cause any of the Series 2019 Bonds to be "arbitrage bonds" within the meaning of the Tax Code.

SECTION 10.12. lnformation Report. The Finance Director is hereby directed to assure the filing of an information report for the Series 2019 Bonds in compliance with Section 149 (e) of the Tax Code.

7 128 SECTION 10.13. Private Activitv Bond Limitation. Ïhe Autho rìty shall assure that the proceeds of the Series 2019 Bonds are not so used as to cause the Series 2019 Bonds to satisfy the private business tests of section 141(b) of the Tax Code or the private loan financing test of section M1(c) of the Tax Code.

SECTION 10.14. Federal Guarantee Prohibition. The Authority shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Series 2019 Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Tax Code.

SECTION 10.15. Continuing Disclosure. The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the 2019 Continuing Disclosure Certificate. Notwithstanding any other provision of the lndenture, failure of the Authority to comply with the 2019 Continuing Disclosure Certificate shall not be considered an Event of Default; however, any holder or beneficial owner of the Series 2019 Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

SECTION 10.16. Effective of this Article X. Except as in this Article X expressly provided or except to the extent inconsistent with any provision of this Article X, the Series 2019 Bonds shall be deemed to be "Bonds" and "Parity Bonds" under and within the meaning of the Original lndenture, and every term and condition contained in the foregoing provisions of the Original lndenture shall apply to the Series 2019 Bonds with full force and effect, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Article X.

Section 2 Additional Amendme to Orioinal lndenture. The Ori ginal lndenture is hereby further amended and supplemented as follows:

(a) Section 1.01 of the Original lndenture is hereby amended by adding and/or modifying the following defined terms:

"ÇlË!!g-þ1þ" mearìs, with respect to each Series of Bonds, the date upon which there is an exchange of the Bonds for the proceeds representing the purchase of such Series by the

Original Purchaser thereof . '.@,,meanSallexpensesincurredinconnectionwiththeauthorization, issuance, sale and delivery of any Series of Bonds, including but not limited to compensation, fees and expenses of the Authority and the Trustee and their respective counsel, compensation to any financial consultants and underuvriters, legalfees and expenses, municipal bond insurance or surety bond premiums, filing and recording costs, rating agency fees, costs of preparation and reproduction of documents and costs of printing.

"Finance Director" means the Auditor-Treasurer of the Authority, which is the finance director of the City or person performing similar function at the City.

"Øú{_&@I" means, in the case of the Series 2016 Bonds, Sutter Securities lncorporated, and in the case of the Series 2019 Bonds, Stifel, Nicolaus & Company, lncorporated.

8 129 ..@,'haSthemeaningascribedtheretointheContinuingDisclosure Certificate or the 2019 Continuing Disclosure Certificate, as applicable.

"Series 2019 Bonds" means the Suisun/Solano Water Authori ty $- Water Revenue Bonds, Series 2019, issued and at any time Outstanding ..',meanSthatcertainContinuingDisclosure Certificate executed by the Authority and dated the date of original execution and delivery of the Series 2019 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

Section 3. Attachment Exhibit A-2. The Original lndenture is hereby further amended by incorporating therein an Exhibtt A-2, setting forth the form of the Series 2019 Bonds, which will read in its entirety as set forth in Exhibit A-2 attached hereto and hereby made a part hereof.

Section 4. Partial Invaliditv. The illegality, invalidity or unenforceability of this Supplemental lndenture No. 1, or any provision hereof, shall in no way impact the validity or enforceability of the Original lndenture, which will remain valid and enforceable as if this Supplemental lndenture No. 1 shall never have been executed and delivered. lf any section, paragraph, sentence, clause or phrase of this Supplemental lndenture No. I shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Supplemental lndenture No. 1. The Authority hereby declares that it would have entered into this Supplemental lndenture No. 1 and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Series 2019 Bonds pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses, or phrases of this Supplemental lndenture No. 1 may be held illegal, invalid or unenforceable.

Section 5. Effective Date of Supplemental lndenture. This Supplemental lndenture No. 1 willtake effect upon its execution and delivery.

Section 6. Execution in Counterparts. This Supplemental lndenture No. 1 may be executed in several counterparts, each of which will be deemed an original, and all of which will constitute but one and the same instrument.

Section 7. Gove rnino Law. This Su pplemental lndenture No. 1 shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such State.

o 130 lru WITNESS WHERror, the Sulsutt/Somruo WRreR AurHonrrY has caused this Supplemental lndenture No. I to be signed in the SSWA Manager and attested to by the SSWA Secretary, and U.S. BANK NATIoNALAssocrATroN, has caused this Supplemental lndenture No. 1 to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.

SUISUN/SOLANO WATER AUTHORITY

By Cary Keaten SSWA Manager

Attest

James S. Daniels SSWA Secretary

U.S. Bank National Association, as Trustee

By Authorized Officer

[Signature Page to Supplemental lndenture of Trust No. 1] 131 EXHIBIT 4.2

FORM OF SERIES 2OI9 BOND

UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SOLANO

SU ISUN/SOLANO WATER AUTHORITY WATER REVENUE BOND, SERIES 2019

NO. R- $

INTEREST RATE MATURITY DATE DATED DATE CUSIP

o/o September 1, _ 20

REGISTERED OWNER: CEDE & CO

PRINCIPAL AMOUNT: *** DOLLARS***

The Suisun/Solano Water Authority, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California (the "Authority"), for value received, will (subject to any right of prior redemption hereinafter provided for), on the Maturity Date specified above, pay to the Registered Owner named above, or registered assigns (the "Owner"), the Principal Amount stated above, in lawful money of the United States of America, and pay interest thereon in like lawful money from the lnterest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless (i) this Bond is authenticated on an lnterest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) this Bond is authenticated prior to [August 15,2019], in which event it shall bear interest from the Dated Date stated above; provided, however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the lnterest Payment Date to which interest has previously been paid or made available for payment on this Bond) until payment of such Principal Amount in full, at the lnterest Rate per annum stated above, payable on March 1 and September 1 in each year, commencing [September 1,2Q19] (each an "lnterest Payment Date"), calculated on the basis of a 360-day year comprised of twelve 30-day months.

Principal hereof, whether at maturity or upon early redemption hereof, are payable at the corporate trust office of U.S. Bank National Association (the "Trustee"), in St. Paul, Minnesota. lnterest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check or draft of the Trustee mailed by first class mail to the Owner at the Owner's address as it appears on the registration books maintained by the Trustee as of the close of business on the 15th day of the month next preceding such lnterest Payment Date (the "Record Date"); provided, that at the option of any Owner of at least $1,000,000 aggregate principal amount of the Bonds with respect to which written instructions have been filed with the Trustee prior to the Record Date, such interest may be paid by wire transfer.

A-1 132 This Bond is one of a duly authorized issue of bonds of the Authority designated as its "Water Revenue Bonds, Series 2019" (the "Bonds") issued under and pursuant to an lndenture of Trust dated as of October 1,2016, as supplemented and amended by Supplemental lndenture of Trust No. 1, each by and between the Authority and the Trustee (as so supplemented and amended, the "lndenture"), and approved by the Authority by a Resolution, adopted by the Board of the Authority on _,2019 (the "Resolution"). Copies of the lndenture are on file at the office of the Secretary of the Authority and at the above-mentioned office of the Trustee, and reference to the lndenture and any and all supplements thereto and modifications and amendments thereof and to Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Bond Law") is made for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Net Revenues, as that term is defined in the lndenture, and the rights of the Owners of the Bonds. All the terms of the lndenture and the Bond Law are hereby incorporated herein and constitute a contract between the Authority and the Owner from time to time of this Bond, and to all the provisions thereof the Owner of this Bond, by acceptance hereof, consents and agrees. Each taker and subsequent Owner hereof shall have recourse to all of the provisions of the Bond Law and the lndenture and shall be bound by allof the terms and conditions thereof.

The Bonds are special obligations of the Authority and are secured by amounts held from time to time in the Debt Service Fund established and held by the Trustee under the lndenture and, subject to certain restrictions set forth in the lndenture, a pledge of and lien on certain Net Revenues (as defined in the lndenture) generated by the water system of the Authority, comprising all facilities for the transportation, treatment and distribution of water for the Authority's water customers (the "Enterprise").

Neither the general fund, the full faith and credit, nor the taxing power of the Authority, the State of California or any other political subdivision thereof is pledged to the payment of the Bonds. The Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the Authority or any of its income or receipts except the Net Revenues.

The Authority covenants in the lndenture that it will fix, prescribe, revise and collect Charges (as defined in the lndenture) for the Enterprise in each Fiscal Year which are sufficient to pay 120 percent of principal of and interest payable in that fiscal year on all outstanding Bonds (the Bonds and any Parity Bonds) payable from Net Revenues of the Enterprise.

The Bonds maturing on or before September 1, 20_ are not subject to optional redemption prior to maturity. The Bonds maturing on or after September 1 ,20_ are subject to redemption prior to their respective maturity dates, at the option of the Authority, as a whole, or in part, as determined by the Authority, on any date on or after September 1 ,20-, from any source of available funds, at the principal amount of the Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

The Bonds maturing September 1, 20- are subject to mandatory sinking payment redemption in part on September 1, 20_-, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following table:

A-2 133 Mandatory Redemption Date Sinking Fund (September 1) Payment $

(maturity)

The amounts in the foregoing table shall be reduced pro rata at the direction of the Authority in order to maintain substantially level debt service, as a result of any prior partial optional redemption of the Bonds as provided above.

ln lieu of redemption as provided above, moneys of the Authority may be used and withdrawn by the Trustee for purchase of Outstanding Bonds, at the direction of the Authority, at public or private sale as and when, and at such prices (including brokerage and other charges) as the Authority may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.

Any Parity Bonds issued pursuant to the lndenture may be made subject to redemption prior to maturity, as a whole or in part, at such time or times, and upon payment of the principal amount thereof and accrued interest thereon plus such premium or premiums, if any, as may be determined by the Authority in the applicable Parity Bonds lnstrument.

Unless waived by any Owner of Bonds to be redeemed, notice of any redemption of Bonds shall be given, at the expense of the Authority, by the Trustee by mailing a copy of a redemption notice by first class mail at least 20 days and not more than 60 days prior to the date fixed for redemption to the Owner of the Bond or Bonds to be redeemed at the address shown on the Bond Registration Books; provided, that neither the failure to receive such notice nor any immaterial defect in any notice shall affect the sufficiency of the proceedings for the redemption of the Bonds. Any notice of an optional redemption may be rescinded as set forth in the lndenture.

lf this Bond is called for redemption and payment is duly provided therefor as specified in the lndenture, interest shall cease to accrue hereon from and after the date fixed for redemption.

The Bonds are issuable as fully registered Bonds, without coupons, in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the lndenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity.

This Bond is transferable by the Owner hereof, in person, or by his attorney duly authorized in writing, at said office of the Trustee in St. Paul, Minnesota, but only in the manner and subject to the limitations provided in the lndenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new Bond or Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor.

A-3 134 The Authority and the Trustee may treat the Owner hereof as the absolute Owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary.

The lndenture may be amended without the consent of the Owners of the Bonds to the extent set forth in the lndenture.

It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the laws of the State of California and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the lndenture.

This Bond shall not become valid or obligatory for any purpose or be entitled to the benefits of the lndenture until the certificate of authentication and registration hereon shall have been manually signed by an authorized officer or signatory of the Trustee.

Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ('DTC"), to the Authority or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON lS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

A-4 135 lN WITNESS WHEREOF, the Suisun/Solano Water Authority has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its President and attested by the facsimile signature of the Secretary of its Board of Directors, all as of the day of 2019. - -, SUISUN/SOLANO WATER AUTHORITY

By President Board of Directors

ATTEST:

By: Secretary Board of Directors

CERTIFICATE OF AUTHENTICAT¡ON

This is one of the Bonds described in the within-mentioned lndenture

Dated 2019

U.S. BANK NATIONAL ASSOCIATION, as lrusfee

By Authorized Signatory

A-5 136 ASSIGNMENT

For value received the undersigned hereby sells, assigns and transfers unto whose address and social security or other tax identifying number is the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated:

Signature Guaranteed

Note: Signature(s) must be guaranteed by an eligible Note: The signature(s) on this Assignment must correspond with guarantor institution (banks, stockbrokers, saving and loan the name(s) as written on the face of the within Certificate in associations and credit unions with membership in an every particular without alteration or enlargement or any change approved signature medallion program) pursuant to whatsoever. Securities and Exchanqe Aqencv Rule 17Ad-15.

A-6 137 Agenda Item 6.1 Attachment 4 STTFEL

January 28,2019

Mr. Cary Keaten 810 Vaca Valley Parkway, Suite 201 Vacaville, CA 96588

Re: Underwriter/Placement Agent Engagement Relating to Potential Municipal Securities Transaction for the Suisun/Solano Water Authority Water Revenue Bonds, Series 201-9 Dear Mr. Cary Keaten: The Suisun/Solano Water Authority (the "lssuer") and Stifel, Nicolaus & Company, lncorporated ("Stifel") are entering into this engagement to confirm that they are engaged in discussions related to a potential issue of municipalsecurities related to the Suisun-solano Water Authority Water Revenue Bonds, Series 20L9 (the "lssue") and to formalize Stifel's role as underwriter or placement agent with respect to the lssue' Engagement as lJnderwriter/Plocement Agent lssuer is aware of the "Municipal Advisor Rule" of the Securities and Exchange Commission ("SEC") and the underwriter exclusion from the definition of "municipal advisor" for a firm serving as an underwriter or placement agent for a particular issuance of municipal securities. lssuer hereby designates Stifel as an underwriter or placement agent for the lssue. lssuer expects that Stifel will provide advice to lssuer on the structure, timing, terms and other matters concerning the lssue.

Li mitation of Eng age me nt It is lssuer's intent that Stifelserve as an underwriter or placement agent for the lssue, subject to satisfying applicable procurement laws or policies, formal approval by the Suisun/Solano Water Authority, finalizing the structure of the lssue and executing a bond purchase agreement or placement agent agreement, as applicable. While lssuer presently engages Stifel as the underwriter or placement agent for the lssue, this engagement letter is preliminary, nonbinding and may be terminated at any time by lssuer, without penalty or liability for any costs incurred by Stifel, Furthermore, this engagement letter does not restr¡ct lssuer from entering into the lssue with any other underwriters or placement agents or selecting an underwriting syndicate that does not include Stifel. Role Disclosure The lssuer hereby confirms and acknowledges each of the following concerning the role that Stifel would have as an underwriter or placement agent: (1) Municipal Securities Rulemaking Board ("MSRB") Rule G-17 requires underwriters and placement agents to dealfairly at all times with both municipal issuers and investors; (2) the underwriter's primary role is to purchase securities with a view to distribution in an arm's-length commercial transact¡on with lssuer and it has financial and other interests that differ from those of lssuer; (3) the placement agent's primary role is to place securities directly with an investor or investors on behalf of the issuer without first purchasing the securities; (4) unlike a municipal advisor, the underwriter/placement agent does not have a fiduciary duty to lssuer under the federal securities laws and is, therefore, not required by federal law to act in the best interests of lssuer without regard to its own financial or other interests; (5) the underwriter has a duty to purchase securities from lssuer at a fair and reasonable price, but must balance that duty with its duty to sell municipal securities to investors at prices that are fair and reasonable; and (6) the underwriter will review the official statement or offering memorandum for lssuer's securities, in accordance with, and as part of, its responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of the transaction.

138 Disclosures Concerning the Underwríter's Compensatíon and Placement Agent Fee The underwriter will be compensated by a fee and/or underwriting discount that will be set forth in the bond purchase agreement to be negotiated and entered into in connection with the lssue. The placement agent w¡ll be compensated by a fee agreed upon with the lssuer in connection with the private placement of the lssue. Payment or receipt of the underwriting fee or discount or placement agent fee will be contingent on the closing of the transaction and the amount of the d¡scount or fee may be based, in whole or in part, on a percentage of the principal amount of the lssue. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since the underwriter or placement agent may have an incentive to recommend to lssuer a transaction that is unnecessary or to recommend that the size of the transaction be larger than is necessary. Conflicts ol lnterest Stifel has not identif¡ed any additional potential or actual material conflicts that require disclosure. Dísclosures Reloting to Complex Municipal Securities Finoncing Since Stifel has not recommended a "complex municipal securities financing" to lssuer, additional disclosures regarding the financing structure for the lssue are not required under MSRB Rule G-17. However, if Stifel recommends, or if the lssue is ultimately structured in a manner considered a "complex municipal securities financing" to the lssuer, this letter will be supplemented to provide disclosure of the material financial characteristics of that financing structure as well as the material financial risks of the financing that are known to us and are reasonably foreseeable at that time. It is our understanding that you have the authority to bind the lssuer by contract with us, and that you are not a party to any conflict of interest relating to the subject transaction. lf our understanding is incorrect, please notify the undersigned immediately. Sincerely, Stifel, Nicolaus & Company, lncorporated

By: By

Name: Guillermo Garcia Name: Eric McKean

Title: Managing Director Title: Director lssuer acknowledges the foregoing

Accepted and Executed

By:

Name

Title

Date

2 139 Executive Committee Meeting Suisun Solano Water Authority Vers¡on Updated February 4,2019 Program 7.1 U2l2o19 Fund Detail Budget Analysis for the Capital lmprovement Agenda ltem 6.1 FY 2018-19 to FY 2023-24 Attachment 5 Updated for the 2079 Bond lssuance with Actual and Proiected Pr€ìrlous Year Curent Year Hann€d Haieclslot2Yeoß Illoa+onded âo¡bcts

A B c D E F 6 H I Item/Project Plenned Expenses Line CIP Pro¡ect FY 2017-18 Projected ã119 Bond Revlew Noles Number SID Eng¡neer¡ng Project Name Unâud¡ted FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 202!l-24 FY 2018-19 Actual 1 REPLACEMENT RESERVE 1.147.050 2 Beoìnnìnø Bølonce 1.072.654 2.æ9,241 2,18¿668 1.305.581 583,268 816J35 3 Revenues 4 lnterest lncome 434 4.50( Ihe amount of the FY 2023-24 transfur, not stated in the 5 Transfer in from Operat¡ons Fund - Reserve Excess 1,126,774 798,49( rt85,213 244,487 425467 425,315 42s,O(n has been assumed (planned amounts per the 2015 Financial Plan) 2015 F¡nancial Plan, ¿t85,213 425,315 425,(nO 6 Total Revenues 1,127,20,2 802,990 züt,ß7 425,67 7 Expend¡tures 8 CEMENT HIU FACILITY PROTECIS Moved from 2016 Bond Fund to Replacement Reserve 9 CHR.7 CHWTP New Entrance & Site Modifications c 227,W \ddit¡onal cherpes oosted after end of FY 17-18. 10 cHR.29 Clarifìers 2 & 3 Drive Replacement 3,2lC 1,o73 11 cHR.42 Ieleohone Svstem Replacement c Moved from 2016 Bond Fund to Replacement Reserve 12 cHR.101 Phvsical Securitv Svstem lntegration 80.m0 13 cHR.102 Perimeter Secur¡tv Svstem Uosrade 131.47C Construct¡on by SSWA crew moved from 2O16 Bond Fund 74 cHR.104 Cement Hìll Plant Meterìng Replacement 200,000 to ReDlacement Reserve

75 cHR.105 Pumo Control ProÊramming 14,96: Proiec-t mmr¡lete. Actual to 1(}2018. 16 cHR.109 Raw Water Screen Drainase Svstem 72 10,¿tot 17 D/,STRI BUNON FACILITY PROIECTS 18 Storoøe ond Pumoino Facìlities )roiect complete. Actual to 1G2Ol8. 19 RAC.2 Raìl Avenue Facil Parcel ( 6.00c 20 Emergenq lnterties w¡th FoìrÍield SÞtem 21 None 22 Meter Stot¡ons 23 None 24 Prcssu re Red uc¡ns stotion s 140 25 None 26 Comb¡ned D¡str¡bution Føc¡l¡ty Proiects 27 CDF.4 Vault Lid Replacement 280,000

r of8 1/3/2019 9:1s AM sswA CIP Eudget 2018-19 r7-l.xlsx : clP 18-19 @ Suisun Solano Water Authority Version updated Fund Detail Budget Analysis for the Capital lmprovement Program 7.1 u2lmts FY 2018-19 to FY 2023-24 Updated Íor the 2079 Bond lssuance with Actual ond ÞH¡oGYeãr Curent Year P, o n ned Proi ects îor 2 Veo ts ¡ton+undd Pr?/¡ecÉ

A B c D E F G H , Item/Project Planned E¡eenses Line CIP Project FY 2017-18 Projected Number SID Engineering Project Name unaud¡ted FY 2019-20 FY 202(ÞZt FY202l.:¿ FY 2022-23 FY 2f¡2:¡-24 2019 Bond Reuiew l{otes FY 2018-19 Actual 28 DISTRIBUflON SYSTEM PROIECTS Pipeline 29 DSC.1 Iransfer out to New Capacity Fund for Walters Road c No longer needed due to delay of Walters Rod P¡oeline Proiect oroiect to FY 201920. 30 DSR.14 Sectional¡zins Valve ReDlacement 83.OOt 85.m0 89.00( 92,00c 9s,000 98.(nC 37 DSR.20 Suisun Vallev Pioeline Reolacement 31,512 229.OAt Proiect complete. Actual costs- 32 PLANN'NG PROIECÍS 33 cHR.110 CHWTP Condition Assessment (with RFP) 300,00c year preparat¡on in March" 2019" 34 PP.1O New Financial Plan and Rate Study 100,000 Allows I for Plan starting then 3 months for adoption of new water rates to rcpav planned 2O21 bonds ¡n June, 2020. Ihird bond sale process proposed to start ¡n February" 2021, to make funds ar¡¿ilable for FY 2012-22 prcjects ¡n lune,2O21. trarsfier 35 PP.11 Dìstribut¡on System Cond¡tion Assessment (with RFP) 100,000 )eferred to ma¡nitain m¡n¡mum balance" lf typ¡cal rrom Operâtions Fund happem (ditrering from the :inencìal Plan), thìs project can be funded with the Ol\lfiP :ondit¡on assessment. 36 PROIECTS 37 'CADANone 38 SYSTEM.WIDE PROÆCTS 39 sP.1 GIS - GeosraDhic lnformat¡on Svstem 2s0,000 2so,00( 40 SP.2 Bill¡ns & Accountins Svstem 9.38¡ 200.00( Actual 17-18 cost. No 1&19yet. 41 WATER LOSS CONTROL PROIECTS Replacement Reserrre 42 DSR.6.1 Larse Meter Reolacement 266,00C l\ioved from Z)16 Bond Fund to Reserìre 43 DSR.6.2 DMA lmolementat¡on 200.300 100,00c lVoved from 2016 Bond Fund to Replacement 44 Total Expend¡tures 190,6le 629,56! 1,36¿:X¡0 966¡00 ú2,(n0 95,(n0 9E oil in allfiscal years. 141 45 Ending Bølonce, Replocement Reserue 2,îr1t9,24Í, Lta2,æt t30ts8r 583,268 816,7:|5 L14¿0s0 tþz4,gsà Note minimum balance maintained ftdrcet m¡n¡mum = Ssæ,Mo)

2 of8 sSwA CIP Budget 2018-19 r7-l.xlst : C¡P 18-19 V3l20r9 @ 9:15 AM Suisun Solano Water Authority Vers¡on Updated Fund Detail Budget Analysis for the Capital lmprovement Program 7.1 {uæte FY 2018-19 to FY 2023-24 lJpdoted for the 2079 Bond lssuønce with Actual ond Proiected Figures Pf€rrix¡s Yeer Curent Year Ha/rned P'qieæþr2Yer,rs lúorr-Füaded PrC¡ecat

A B c D E F G H t ltem/Proiect Planned E¡eenses Line CIP Project FY 2017-18 Projected Number SID Endneering Pro¡ect Name Unaudited FY 201!t-20 FY 202G2t Ff 202t-22 FY 2022-23 FY 202:l-2¡l ãlill Bo¡d RclUieutlot€s Rr 2018-19 Actual 46 NEW CAPACITY FUND 47 Beøinnino Balonce 6,535,97! 410&98G 1332.41t 6s2.4lt ¿t8 Revenues 49 lnterest lncome 18.59t ¿14,458 50 Develooment lmDact Fees 58,18{ 329,613 57 fransfer in from Reheb¡l¡tation Reserve c No longer needed due to delay of Walters Roed P¡p€line oro¡ect to FY 2()19'20- 52 fotal Revenues 76,746 374.O71 53 Exoenditures 54 cHc.1 Cement HillTank 2b 2.4s6.563 2.995.81( 55 Desisn: 56 Construction: year 57 DSC.1 Walters Road Pipeline 13,43: 4,83( 680,m0 Construction defiened one to FY 2OlS2û &d increased based on updated etìmate dated 12-1G201&

58 PP.6 New CaDecitv Studv 9.04: 59 PP.8 Water Caoac¡tv Charee Uodate Studv 20,241 60 PP.9 Water Mester Plan Update 4,481 150,00( 67 RAC.2 Ra¡lroad Avenue Fac¡lity 62 Parcel Purchase 63 Facilitv and Pipelines 64 Raìlroad-Marina Pipeline onlv 65 SWP.1 NBA-Dallv H¡shline lntert¡e lExchange Facility) 66 Total Expend¡turcs 2,503.7f1 3,150,64ú 6flr,(m 67 Endìng Balonce, Ne$t Cøpoc@ Fund +108,!186 1,332417 652/[11 142

3 ofa SSWA clP Budget 2018-19 r7-l.xls: CIP 18-19 1/3/2019 €t 9115 AM Suisun Solano Water Authority Vers¡on Updated Fund Detail Budget Analysis for the Capital lmprovement Program 7-'.. Aümtg FY 2018-19 to FY 2023-24 llpdated for the 2079 Bond lssuønce with Actual and Proiected Figures PrevbusYea? Curent Yeer Plangd 2Yer,rs Ìürr-furded ?toiBcts

A B c D E F G H I Item/Proìect Planned E¡@ens€s Line CIP Project FY 2017-18 Projected Number SID Engineering Project Name Unaudited FY 2019.20 FY202G21 FY 2021-t2 FY 2022-23 FYZI2:t-24 æf9 Bond Rerìeutlotes FY 2018-19 Actual 68 2016 BOND FUND 69 Beginn¡ng Bolance (fromt:he 2076 bnds) 8,989,41( 7,06s,23i 1,847¡94 1,9145f14 44r"50{ -258,696 -1¿,77,C!rÁ 70 Revenues

71 lnterest lncome 8]-,372 ¿16,00( 72 Bond Proceeds (from the proposed 2019 Bonds) t20o,qx ??? 73 Total Revenues 81,372 46,00( 52fxr,fno I 0 0 ( 74 Funded Proiects sorted by Type 75 CEMENr HIU FACIU|Y PROIECTS 76 CHR.2 Clarifier 1 Reconstruction 938,57: )¡d Lyles not get paid everything or hås SCF not added ¡n rll of the pay,ments made? Rornero & Luna iflt estigat¡rE.

77 cHc.3 New Cement Hill Pipeline 78 Des¡gn 10¿66: 311,882 ;ee the NC}IP Worlòook_56ru48_1¡k in tlrc )MS/Planning folder- Gost increase bæed on BES updated Ð% design cost est¡mate (12-1&2018) ard indudes fundine aporoved for the Tank 2a connediors- 79 Construction 2.510.890 80 CHR.8 Cement Hill Tank 2a Rehabìl¡tation 87 Consultinp 4,m7 20.961 Uodated the aooroned budset 82 cHR.8.1 Cement Hill Tank 2a Connections 0 83 Des¡gn c the remaining $44,690 for design¡ng the connectbns has been set to $O- This is now part of NC}IP sæpe of woÌk

84 Construction c bnstruction furding will be added to the NctIP budger lot FY 201920. 143 85 cHR.99 Clarifiers 2 and 3 and Tank 3 Reconstruction 86 Des¡sn 16,19S 150,00( 87 Construct¡on 2,30¿m0 Construct¡on cost updated (increæed) based on l6N's75% des¡sn cost est¡mete

4 SSWA CIP Budeet 2018-19 r7-1.xlsx: CIP 18-19 1/3/2019 @ 9:15 ¡rM of8 Suisun Solano Water Authority Vers¡on Updated Fund Detail Budget Analysis for the Capital lmprovement Program 7.1 {2tmß FY 2018-19 to FY 2023-24 llpdøted for the 2079 Bond Issuance with Actuol ønd Pr€ldous Yeat Curent Yeâr Plr,/rtl€d Pr.rjæIú2Yúts ì{od,+?/i|d€dProjñ,

A B c D E F 6 H T ttem/Project Planned Enenses Line CIP Project FY 2017-18 Projected Number SID Engineering Pro¡ect Name Unaudited FY 201!¡-20 FY202G21 FY 2021-22 Ff 2022-23 FÍZl2:Þ24 FY 2018-19 Actual 88 cHR.101 Phvs¡cal Securitv Svstem lntesration 9,714 I 89 cHR.104 Cement Hill Plant Metering Replacement 21.675 90 cHR.106 Raw Water Screen & Meter Replacement 185.39: 91 cHR.107 System Reprogramming for New Cement H¡ll Fac¡lìtìes 100,0m

92 cHR.108 Chemical System Rehabilitation 13.64i 93 Des¡gn 316,00C ìudget increased per reso 1&19 ¡n Norember, ã)18. See JDdeted Proiect BudPet. 94 Construction 1,3s3,00( bnstruct¡on cost estìmate ¡ricrcæed to indude Ðnstruct¡on adm¡n¡sffibn cods ¡n Noæmber, ã)18" See JDdated Pro¡ect Budset 95 O'STRIBWON FACI LM PROTECTS 96 CDF.1 Railroad Ave. Meter Station and Pressure Reduc¡ng 176,361 Stat¡on Reheb¡l¡tat¡on 97 CDF.3 Benton Court Fâc¡l¡tv [JDsrede 67.43i

98 D /sTN BUNON SYSTEM PROIECTS 99 DSR.12 Iolênâs P¡oelìne Relocation 200.00c 100 DSR.14 Sectionalizing Valve Replacement 92.93C 701 DSR.15 Suisun Vallev Pìpeline Creek Cross¡ns 3.(Ë5 702 PLANNING PROIECTS 703 PP.7 CIP Prosram Manasement Services 109,292 165,00( 120.(m 120.m0 704 CIP Progrom Monogement Costs spreod to prcjects -109,292

705 SCADA PRO'ECTS 706 Nône 107 SYSTEM-WIDE PRIOIECrS

144 708 None 109 WATER LOSS CONTROL PROIECÍS 770 DSR.5.1 Larse Meter ReDlacement 4,10( ( Moved from 2O16 Bond Fund to Replacement Reserìre 711 DSR.6.2 DMA lmplementat¡on 77.71¿ ( Moved from 2016 Bond Fund to Replacement Reserr¡e

5 SSWA CIP Budget 2018-19 r7-1.x1il: CIP 18-19 1./3/æ19 @ 9:15,rM of8 Suisun Solano Water Authority Vers¡on Updated Fund Detail Budget Analysis for the Capital lmprovement Program t! {2lã0Ás FY 2018-19 tofY 2O23-24 llpdøted for the 2079 Bond Issuance with Actuol and PI€ìfi¡¡sYcál G¡lïentYear Prd/nd@fu2vús ¡6ttffiPrt¡i*

A B c D E F G H , Item/Pro¡ect Phnned E¡penses L¡ne CIP Project Fï 2017-18 Pro¡ected Number SID Engineering Project Na¡ne Unar¡üted FY201!Þ20 FYãl2tÞ21 wÐ2í-22 FYã¡22-B FY2|)2:}2.1 FY 2018-1!) Âcmâl 772 DSR.18 Meter Replacement and Advanced Metering 743sf 4,300,00( ]udget adequate based on awarded @nstmctbn @ntra(t' lnfrastructure {AMl) )ecember,2018 113 Subtotal, Bond+unded Proiect 1.994.93( 5,263¡¡t¡ s¡3:r,eil 1¡73,000 0 0 ( 774 ldentifred Proiectsto be iunded by ø Ftttu¡e Phøæ 3 8p,nd Issuance 715 CEìN ENT H' U FACI UTY PRO'ECTS 116 cHR.8.2 Cement Hill Tank 2a Phase 2: Tank Rehabilitat¡on 117 Des¡sn 139.70C 778 Construct¡on 1581,1ü 779 cHR.14 Plant 2 Pressure Fìlters Rehab¡lìtat¡on ß1,9(r 720 cHR.33 lnstrumentation Sensors and Trânsmitters 1¡15,æ( Replacement 721 cHR.¿t4 Plant 1 Raw Water Pump 1 & valves Replacement 126,6fi 722 cHR.45, Plant 1 Raw Water Pump 2 & Valves Replacement & 118.80C cHR.70 Flex Connections 723 cHR.46, Plant 1 Raw water Pump 3 & Valves Replacement & 11A8m cHR.70 Flex Connections 124 cHR.47 PIãnt 2 Râw Water Pumo 4 & Vaþes Reolacement 102.zfi 725 cHR.48 Plant 2 Raw Water Pump 5 & Valves Replacement 102.2m 726 cHR.49 Plant 2 Raw Water Pump 6 & Valves Replãcement 1Gt,3ü 127 cHR.50 Plant 1 Ma¡n Pump 1& Valves Replacement 128 Consult¡nE 3.331 ( 30,100 729 Construction 364,3{X 130 cHR.51 Plant 1 Main Pump 2 & Valves Replacement 420,7U 737 cHR.53 Plant 2 Ma¡n Pumo 4 & Velve ReDlãcement 732 Consulting 3,90: c 29,600

145 133 Construction ¡t03.90( 734 cHR.54 Plant 2 Main PumD 5 & Valves Replacement ¿t34,¿l{x 735 cHR.56 Plant 1 Hydropneumat¡c Tank Replacement 9s,5m 136 cHR.57 Plant 1 Fìlter Surface Wash Pump Replacement ¿lO-¿1,0C

6 of8 SSWA CIP 8ùdget 2018-19 r7-1.xls: CIP 18-19 1/3/2019 @ 9:1s r\M Suisun Solano Water Authority Version Updeted Fund Detail Budget Analysis for the Capital lmprovement Program 7.1 {2lmß FY 2018-19 to FY 2023-24 lJpdated for the 2079 Bond lssuance with Actual and Proiected Fígures Prêìr'roüs Y€6r Cuænt Yær Hdtned 2Yqis ,U*,rn/r€dProiæ

A B c D E F G H , Item/Project Planned Enenses Line CIP Project FY 2017-18 Projected Number SID Engineerint Pm¡ect Name Unaudited FY 201!l-20 FY202G21 FY 2021-22 FY 20:12-23 FYãr2:t-24 20l:) Bo¡d RelUiewllotcs FY 2018-19 Actuãl 137 cHR.64 Sludee Pond Decant Pumo Replacement 41.60( 138 cHR.63 Residuals Handline Svstem P¡Dins Replacement 121.9ü 139 cHR.73 Plant 2 Electricel Generator Rehabilitation 173,60C 140 cHR.74 Plãnt 1 Control Building Rehabilitation Project 36.40C 141 cHR.75 Plant 2 Control Buildìng Rehabilitat¡on Project 35.,4{r 142 cHR.76 Rãw Water lntake Structure Rehabìlitat¡on Project 101,¿100 143 cHR.77 Plant 1, Raw Water Treatment Chemical Vault 2 42m Structural Reoa¡r 144 cHR.78 Plant 1, Raw Water Pumps Structure lsolation Gate 97,2m Rehab¡litet¡on 145 cHR.79 Plant 2, Raw Water Treatment Chemical Vault 3 42m Structural Reoair 146 cHR.80 Plant 2, Raw Water Pumps Structure lsolation Gãte 97,2ü Rehabilitation 147 cHR.81 Plant 2 Hydropneumatìc Tank Replacement 101,80( 1¿t8 cHR.82 Plant 2 Filter Surface Wash Pump Replacement 41,60( 749 cHR.83 Plant 2 Combined Filter water Piping/Valve 29,20C Reolacement cHR.87 Plant 1 A¡r ComDressor Reolacement 35.90( 157 cHR.88 Plant 1 Sludge Blowdown Valves/Actuetors 34,500 Rehabìlitatìon 152 cHR.92 Plent 1 Fìlter Appurtenance Rehab¡litation 4s.60c 153 cHR.94 Plant 1 Filter Pipìne Rehebilitat¡on 3.381 ( 375,8tr 754 cHR.96 Residuals Handling Subsvstem Rehabilitation 755 Desisn 12.300 756 Construction 168.60C 757 cHR.97 Comoressed Aìr Svstem ReDlacement 146 158 DesiPn 3,9m 159 Construction 54,500

7úA SSWA CIP Budget 2018-19 r7-1.xls: CIP 18-19 1/3/2019 @ 9ì15 AM Suisun Solano Water Authority Version Updated Fund Detail Budget Analysis for the Capital lmprovement Program 7-1 uamß FY 2018-19 to FY 2023-24 lJpdated forthe 2079 Bond lssuønce with Actuol dnd Proiected Fígures Pfev¡q¡s Year Current Yeer Pr@rn€d PfiùeóÍotZVer/rs lþn+und€dPmjæß

A I c D E F 6 H I Item/Pro¡ect Planned E¡eemes Line CIP Project FY 2017-18 Projected Number SID Engineedng Prc¡ect Naræ Unaudited FY 201!¡-20 FY202G21 FY 2021-22 FY 20:2:¿-2Ë! FY 202:¡-24 z¡19 Eord Reüert{ot€s FY 2018-19 Actual 160 DISTR,BUTIoN FACIUTY PROIECÏS 161 CDF.2 Bella Vista Dr. MS4 and PRS3 Rehabilitation 76.4ü 162 FIR.1 West Texas & Un¡on Ave. lntertie Replacement 132,lfi 163 FIR.2 Pennsvlvania & Ohio lntertie BtP Replacement 61,4{r 164 GHR.1 Greeory Hill Storage Tank Rehabilìtation 1.658.1m 165 PRR.3 PRS6 PRV and Lid Replacement 55,600 766 scR.3 soorts comolex Tank Rehab¡litãtion 1.615.500 167 D ISTRI BUT,ON SYSTEM PROTECTS 768 DSR.19 Fire Hvdrant Reolacement Prosram 30.000 50-ffr 769 SCADAPROIECrS 770 SCAR.1 Storase Tank Chlorìne Res¡dual Monitors ( ( 58,700 171 PLANN'NG PRO'ECTS 772 None 773 SYSîEM.WDE PRO,ECTS 774 îlone 775 WATER LOSS CONTROL PROIECTS 176 None 178 Subtotal. Unfunded Proiectr 10,61: 0 c 70(),20( 3.019.300 6.135.5ü 779 Total Expendhures 2,005,551 5,263,843 5,13Z,Sil 1,473,00t 700,2m 3.019.:Xt0 6,135,5ü 780 Ending Bolonce,2Ot6 Bo//td Rtnd 7,055,23i t"847,39{ 1,914504 ¡t41"sfx -258,6t 6 -t,2tt,9!16 -9,¿t13,¡tt¡( {ote posit¡ìre remaining balance upon completion of rlanned pro¡ects. 181 ToÌol Elø,enlprs of 3 Funds 1.6{Xr,9!t8 9.UU.og 7.175.190 2.439.80( 892,200 3.114.30C 6-233_sfi

General Notes (1) Completed projects are lìsted untìl they no longer appear in the SCF reports.

147 (2) Revision 7 includes unaudited actual FY 2017-18 expenses reported in December 10, 2018, Board agenda item 4.2, Exhibit A.

8 SSWA CIP Budget 2018-19 r7-1.x1*: CIP 18-19 V3l2{r19 @ 9:15 A¡\¿l of8 Stradling Yocca Carlson & Rauth Draft of 1/31/19

$_ Agenda Item 6.1 SUISUN/SOLANO WATER AUTHORITY Attachment 6 WATER REVENUE BONDS, SERIES 2019

BOND PURCHASE AGREEMENT

March _,2019

Suisun/Solano Water Authority Vacaville, California

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 (the "Purchase Agreement") with the Suisun/Solano Water Authority (the "Authority"), which, upon acceptance, will be binding upon the Authority and the Underwriter. This offer is made subject to acceptance by the Authority on the date hereof, and if not accepted will be subject to withdrawal by the Underwriter upon notice delivered to the Authority at any time prior to the acceptance hereof by the Authority.

The Authority acknowledges and agrees that: (a) the purchase and sale of the Bonds (as such term is defined herein) pursuant to this Purchase Agreement is an arm's length commercial transaction between the Authority and the Underwriter, and the only obligations that the Underwriter has to the Authority with respect to the transaction that is contemplated hereby expressly are set forth in this Purchase Agreement; (b) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as such term is defined in Section 158 of The Securities Exchange Act of 1934, as amended) to the Authority; (c) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Authority with respect to the offering that is contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority on other matters); (d) the Underwriter has financial and other interests that may differ from and be adverse to those of the Authority; and (e) the Authority has consulted its own legal, financial, accounting, tax and other advisors to the extent that it has deemed appropriate.

1. Purchase. Sale and Deliver-v of the Bonds.

(a) Subject to the terms and conditions and in reliance upon the representations, wananties and agreements that are set forth herein, the Underwriter agrees to purchase from the Authority, and the Authority agrees to sell to the Underwriter, all (but not less than all) of the Suisun/Solano Water Authority Water Revenue Bonds, Series 2019 (the "Bonds") in the aggregate principal amount specified in Exhibit A. The Bonds shall be dated the Closing Date (as such term is defined herein), and bear interest from said date (payable semiannually on September 1,2019 and each March 1 and September I thereafter) at the rates per annum and maturing on the dates and in the amounts set forth in Exhibit A. The purchase price for the Bonds shall be the amount specified as such in Exhibit A.

(b) The Bonds shall be substantially in the form that is described in, shall be issued and secured under the provisions of, and shall be payable and subject to redemption as provided in, the Indenture of Trust, dated as of October 1,2016 (the "Original Indenture"), by and between the

148 Authority and U.S. Bank National Association, as trustee (the "Trustee"), as amended and supplemented by Supplemental Indenture of Trust No. 1, dated as of March 1, 2019 (the "supplemental Indenture" and, together with the Original Indenture, the "Indenture"), by and between the Authority and the Trustee. The Supplemental Indenture was approved by a resolution adopted by the Board of Directors of the Authority (the "Board") on [February 111, 2019 (the "Resolution of Issuance"). The Bonds and interest thereon will be payable from Net Revenues of the Enterprise (as such terms are defined in the Indenture). Proceeds of the sale of the Bonds will be used in accordance with the Indenture: (i) to flrnance certain capital improvements of the Enterprise; (ii) [to purchase a debt service reserve surety policy (the "Reserve Policy" from _ (the "Insurer" for deposit in the debt service reserve fund related to the Bonds]; and (iii) to pay costs of issuance of the Bonds[, including the premium for a municipal bond insurance policy (the "Insurance Policy") provided by the Insurerl.

(c) Subsequent to its receipt of the certificate of the Authority (in substantially the form that is set forth in Exhibit B) deeming final the Preliminary Official Statement for the Bonds, which Preliminary Official Statement, including the cover page and all appendices thereto, as supplemented, is herein collectively referred to as the "Preliminary Official Statement," for purposes of Rule l5c2- 12 ("Rule l5c2-12") promulgated by the Securities and Exchange Commission (the "SEC"), the Underwriter distributed copies of the Preliminary Official Statement. The Authority hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute: (i) the final Official Statement dated the date hereof (including all information that was previously permitted to have been omitted from the Preliminary Official Statement by Rule 15c2-12, and any supplements and amendments thereto as have been approved by the Authority, as evidenced by the execution and delivery of such document by an officer of the Authority, the "Official Statement"); (ii) the Indenture; (iii) the Continuíng Disclosure Certificate of the Authority dated the Closing Date (the "Authority Disclosure Undertaking") related to the Bonds; (iv) this Purchase Agreement; and (v) any other documents or contracts to which the Authority is a party and all information contained therein and all other documents, certificates and statements that are furnished by the Authority to the Underwriter in connection with the transactions that are contemplated by this Purchase Agreement. The Underwriter hereby agrees to deliver a copy of the Official Statement to the Municipal Securities Rulemaking Board (the "MSRB") through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12.

(d) At 8:00 4.M., California Time, on March _,2079, or at such earlier time or date as shall be agreed upon by the Underwriter and the Authority (such time and date being herein referred to as the "Closing Date"), the Authority will deliver: (i) to 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 the CUSIP numbers that are assigned to them printed thereon), duly executed by the officers of the Authority, as provided in the Indenture; and (ii) to the Underwriter, at the offices of Jones Hall, A Professional Law Corporation ("Bond Counsel"), in San Francisco, California, or at such other place as shall be mutually agreed upon by the Authority and the Underwriter, the other documents that are mentioned herein; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in immediately available funds (such delivery and payment being referred to as the "Closing"). Notwithstanding the foregoing, the Underwriter may, in its discretion, accept delivery of the Bonds in temporary form upon making arrangements with the Authority which are satisfactory to the Underwriter relating to the delivery of the Bonds in definitive form.

2 149 (e) Except as otherwise disclosed and agreed to by the Authority, the Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A; provided, however, that the Underwriter reserves the right to change such initial public offering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices set forth in the Official Statement. A "bona fide public offering" shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold.

2. Representations" Warranties and Aqreements of the Authoritv. The Authority represents, warrants and covenants to and agrees with the Underwriter that:

(a) The Authority is duly organized and validly existing as a joint exercise of powers authority under the laws of the State of California (the "State") and has full right and authority to issue the Bonds under the Joint Exercise of Powers Act (California Government Code $ 6500 et seq.). The Board has duly adopted the Resolution of Issuance. The Original Indenture was approved by a resolution that was duly adopted at a regular meeting of the Board that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Original Indenture is in full force and effect and has not been modified, amended or rescinded as of the Closing Date, except as amended and supplemented by the Supplemental Indenture. The Authority has, and at the Closing Date will have, as the case may be, full legal right, power and authority: (i) to execute, deliver and perform its obligations under this Purchase Agreement, the lndenturel, a debt service reserve agreement with the Insurer, if required] and the Authority Disclosure Undertaking (collectively, the "Authority Documents") and to carry out all transactions that are contemplated by each of such documents; (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Resolution of Issuance and the Indenture as provided herein; and (iii) to carry out, give effect to and consummate the transactions that are contemplated by the Authority Documents and the Official Statement;

(b) The Authority has complied, and will at the Closing Date be in compliance, in all material respects, with the Authority Documents, and any immaterial compliance by the Authority, if any, will not impair the ability of the Authority to carry out, give effect to or consummate the transactions that are contemplated by the foregoing. From and after the date of issuance of the Bonds, the Authority will continue to comply with the covenants of the Authority that are set forth in the Authority Documents;

(c) The Board has duly and validly: (i) adopted the Resolution of Issuance; (ii) authorized and approved the execution, delivery and due performance of the Bonds and the Authority Documents; (iii) authorizedthe preparation, delivery and distribution of the Preliminary Official Statement and the Official Statement; and (iv) authorized and approved the performance by the Authority of its obligations that are contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions that are contemplated by, each of the Authority Documents, the Bonds and the Official Statement; and at the Closing Date, the Authority Documents will be in full force and effect and the Authority Documents and the Bonds will constitute the valid, legal and binding obligations of the Authority and (assuming due authorization, execution and delivery by other parties thereto, where necessary) will be enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the

-) 150 enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought;

(d) To the best of the Authority's knowledge, the Authority is not in breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court order, administrative decree or order, or under any loan agreernent, note, resolution, indenture, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the Authority of its obligations under the Bonds or the Authority 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 or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court order or administrative decree or order, or a material breach of or default under any loan agreement, note, resolution, trust agreement, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound;

(e) Except for compliance with blue sky or other state securities law filings, as to which the Authority makes no representations, all approvals, consents, authorizations, elections and orders of or filings or registrations with any State 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 Authority of its obligations hereunder, or under the Authority Documents, have been obtained and are in full force and effect;

(Ð The Authority may lawfully pledge Net Revenues of the Enterprise to pay the Bonds;

(g) The Authority shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter (unless such supplement or amendment is required by law); provided that any such Underwriter consent shall not be unreasonably withheld. Until the date which is twenty-five (25) days after the "end of the underwriting period" (as such term is defined herein), if any event shall occur of which the Authority is aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement, in light of the circumstances existing at such time, not misleading, the Authority shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information that is available to it for any supplement to the Official Statement which is necessary, in the Underwriter's opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time, and the Authority shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term 'oend of the underwriting period" means the later of such time as: (i) the Authority delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the "end of the underwriting period" shall be deemed to be the Closing Date. Any notice that is delivered pursuant to this provision shall be written notice delivered to the Authority 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;"

(h) The Indenture creates a valid pledge of the moneys in the 12019?l Debt Service Fund established pursuant to the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions that are set forth therein. Until such time as moneys have been set aside in an amount that

4 151 is sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon to maturity or to the date of redemption if redeemed prior to maturity, and premium, if any, the Authority will faithfully perform and abide by all of the covenants, undertakings and provisions that are contained in the Indenture;

(i) Except 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 is pending and of which the Authority has received service of process or, to the best knowledge of the Authority, threatened: (i) which would materially adversely affect the ability of the Authority to perform its obligations under the Bonds or the Authority Documents; (ii) that seeks to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application ofthe proceeds thereof in accordance with the Indenture or the pledge of Net Revenues to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds or the Authority Documents or any action contemplated by any of said documents; or (iii) in any way contesting the completeness or accuracy of the Preliminary Official Statement or the powers or authority of the Authority with respect to the Bonds, the Authority Documents or any action of the Authority contemplated by any of said documents; nor is there any action pending or, to the best knowledge of the Authority, threatened against the Authority which alleges that interest on the Bonds is not exempt from federal or State income taxation;

(j) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order 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 as the Underwriter may designate and determine the eligibility of the Bonds for investment under the laws of such jurisdictions; provided, however, that: (i) the Underwriter shall be responsible for all costs relating to such determination and qualification; (ii) the Authority shall not be required to register as a dealer or a broker of securities or to consent to service of process in connection with any blue sky flrling; and (iii) the Authority will not be required to execute a general or special consent to service of process or to qualify to do business in connection with any such qualification or determination in any jurisdiction;

(k) Any certificate that is signed by any official of the Authority who is authorized to do so shall be deemed a representation and warranty to the Underwriter as to the statements made therein;

(l) The Authority will apply the proceeds of the Bonds in accordance with the Indenture and as described in the Official Statement;

(m) The information contained in the Preliminary Official Statement (other than information relating to DTC and its book-entry system[, information relating to the Insurer, the Insurance Policy and the Reserve Policy] and information regarding the Underwriter, as to which no view is expressed) was as of the date thereof, and the information contained in the Official Statement (other than information relating to DTC and its book-entry system[, information relating to the Insurer, the Insurance Policy and the Reserve Policy] and information regarding the Underwriter, as to which no view is expressed) as of its date and as of the Closing Date shall be, true and correct in all material respects, and such information does not and shall not contain any untrue or misleading statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

5 152 (n) The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the Authority as of its date, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The Authority hereby covenants and agrees that, within seven (7) business days from the date hereof, the Authority shall cause a final form of the Official Statement to be delivered to the Underwriter in a quantity mutually agreed upon by the Underwriter and the Authority so that the Underwriter may comply with paragraph (bXa) of Rule I 5c2-12 and Rules G-12, G-15, G-32 and G-36 of the MSRB;

(o) Except as disclosed in the Preliminary Official Statement and the Official Statement, the Authority has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings under Rule 15c2-12;

(p) The Authority shall not voluntarily undertake any course of action that is inconsistent with satisfaction of the requirements that are applicable to the Authority as set forth in this Purchase Agreement; and

(q) The Authority shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exemption from federal or State income taxation of the interest on the Bonds.

3. Conditions to the Obliqations 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 Authority that are 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 offrcials of the Authority made in any certificates or other documents that are furnished pursuant to the provisions hereof, to the performance by the Authority of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions:

(a) At the Closing Date, the Authority Documents 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 and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel and Stradling Yocca Carlson & Rauth, a Professional Corporation, counsel to the Underwriter, shall be necessary and appropriate;

(b) The information that is contained in the Official Statement will, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to Section 2(g) hereof, be true, correct and complete in all material respects and will not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to Section 2(g) hereof, contain any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(c) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices that are set forth in the Official Statement shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:

6 153 (1) 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 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 or State income taxation upon the interest that would be received by the holders of the Bonds;

(2) 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 couft of competent jurisdiction, or an order, ruling, regulation (fìnal, temporary or proposed), press release or other form of notice issued or made by or on behalf of the SEC, 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 from other requirements of the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under or from 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;

(3) any amendment to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Authority, its property, income, securities (or interest thereon), or the ability of the Authority to pledge Net Revenues to pay the Bonds as contemplated by the Authority Documents or the Official Statement;

(4) any event occurring, or information becoming known, which, in the judgment of the Underwriter, makes untrue in any material respect any statement or infonnation contained in the Preliminary Official Statement or the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting to state a material fact that is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(5) the declaration of war or the escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity relating to the effective operation of the government of, or the financial community in, the United States which, in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Bonds on the terms and in the manner that are contemplated in the Preliminary Official Statement or the Official Statement;

(6) 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 or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or other national securities exchange, whether by virtue of determination by that

7 154 exchange or by order of the SEC or any other governmental authority having jurisdiction that, in the Underwriter's reasonable judgment, makes it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds;

(7) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions that are 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;

(S) the entry of an order by a court of competent jurisdiction which enjoins or restrains the Authority from issuing permits, licenses or entitlements within the Authority or which order, in the reasonable opinion of the Underwriter, otherwise materially and adversely affects the Authority's finances;

(9) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred;

(10) there shall have been any material adverse change in the affairs of the Authority that in the Underwriter's reasonable judgment will materially adversely affect the market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds;

(l 1) there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a change to the net capital requirements of, underwriters established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order;

(12) any rating of the Bonds or the rating of any obligations of the Authority shall have been downgraded or withdrawn by a national rating service, which, in the opinion of the Underwriter, materially adversely affects the market price of the Bonds; or

(1 3) 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 shall have been issued or made to the effect that the issuance, offering, or sale of the Bonds, including all of the underlying obligations as contemplated hereby 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 of 1933, the Securities Exchange Act of 1934 and the Trust Indenture Act of 1939, as amended; and ,

(d) On the Closing Date, the Underwriter shall have received counterpart originals or certiflred copies of the following documents, in each case satisfactory in form and substance to the Underwriter:

(l) The Authority Documents, together with a certificate dated as of the Closing Date of the Authority Secretary to the effect that each Authority Document is a true, conect and complete copy of the one that was duly adopted in substantial form by the Board;

8 155 (2) The Resolution of Issuance, together with a certiflrcate dated as of the Closing Date of the Authority Secretary to the effect that such resolution has been duly adopted by the Board and has not been modified, amended or rescinded since its adoption;

(3) The Official Statement, duly executed by the Authority, and the Preliminary Official Statement;

(4) A executed certificate relating to the Preliminary Official Statement, in substantially the form attached as Exhibit B;

(5) A certified copy of the Authority's Joint Exercise of Powers Agreement and all amendments thereto and related certifìcates issued by the Secretary of State of the State;

(6) An unqualified approving opinion for the Bonds, dated the Closing Date and addressed to the Authority, of Bond Counsel, in the form attached to the Preliminary Official Statement as an appendix, and an unqualifìed letter of such counsel, dated the Closing Date and addressed to the Underwriterf, the Insurer] and the Trustee, to the effect that such approving opinion addressed to the Authority may be relied upon by the Underwriter and the Trustee to the same extent as if such opinion was addressed to it;

(7) A supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Bond Counsel, to the effect that: (i) the Authority Documents have been duly authorized, executed and delivered by the Authority, and, assuming that such agreements constitute valid and binding obligations of the other parties thereto, as applicable, constitute the legally valid and binding obligations of the Authority enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditors' rights or remedies and general principles of equity (regardless of whether such enforceability is considered in equity or at law); (ii) the Bonds are not subject to the registration requirements of the Securities Act of 7933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; (iii) the information contained in the Official Statement on the cover and under the .6THE captions "INTRODUCTION," "FINANCING PLAN," 2019 BONDS," "SECURITY FOR THE 2019 BONDS," "TAX MATTERS" and in Appendices A and E thereof (except that no opinion or belief need be expressed as to any financial or statistical data contained therein), insofar as it purports to summarize cetlainprovisions of the Bonds, the Indenture and the exemption from federal and State income taxation of interest on the Bonds, presents a fair and accurate summary of such provisions[; and (iv) the Reserve Policy is a qualified instrument for deposit in the debt service reserve fund for the Bonds and the repayment obligations owed to the Insurer in connection with the Reserve Policy are secured by a valid lien on and pledge of Net Revenues];

(S) An opinion, dated the Closing Date and addressed to the Underwriter, of Stradling Yocca Carlson & Rauth, a Professional Corporation, counsel to the Underwriter, in form and substance satisfactory to the Underwriter;

(9) A certificate or certifrcates, dated the Closing Date and signed by an authorized officer of the Authority, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds; and certifying that: (i) the representations and warranties of the Authority in Section 2 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; (ii) to the best of his or her knowledge, no event has occurred since the date of the

9 156 Official Statement affecting the matters contained therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect, and the Bonds and the Authority Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement; (iii) the Authority has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied under the Authority Documents at or prior to the Closing Date;

(10) An opinion, dated the Closing Date and addressed to the Underwriter fand the Insurer], of the Authority's General Counsel, to the effect that:

(A) the Authority is a joint exercise of powers authority that is duly organized and validly existing under and by virtue of the laws of the State and has full right and authority to issue the Bonds under the Joint Exercise of Powers Act (California Government Code $ 6500 et seq.);

(B) the Resolution of Issuance was duly adopted at a regular meeting of the Board that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Resolution of Issuance is in full force and effect and has not been modified, amended or rescinded as of the Closing Date;

(C) The Original Indenture was approved by a resolution that was duly adopted at a regular meeting of the Board that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Original Indenture is in full force and effect and has not been modified, amended or supplemented as of the Closing Date, except as amended and supplemented by the Supplemental Indenture;

(D) the execution and delivery by the Authority of the Authority Documents, and compliance by the Authority with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, coutt decree, resolution, or agreement to which the Authority is subject to or by which it is bound, the consequence of which could be a material and adverse effect on the performance by the Authority of their obligations under the Authority Documents; and

(E) except as otherwise disclosed in the Official Statement, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body, pending of which the Authority has received service of process or, to the best knowledge of such counsel, threatened against the Authority: (i) in any way questioning the existence of the Authority or the titles of the offrcers thereof to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance of the Bonds or any of the Authority Documents, or the payment or collection of any amounts pledged or to be pledged to pay the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions that are contemplated thereby or any proceeding of the Authority or taken with respect to any of the foregoing, or explicitly alleging that the interest that is payable on the Bonds is not exempt from federal or State income taxation or contesting the powers of the Authority to issue the Bonds; (iii) that may result in any material adverse change relating to the Authority that will materially adversely affect the ability to pay the Bonds when due; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official

10 157 Statement contained any untrue statement of a material fact or omitted to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(11) A certificate of the Trustee and an opinion of counselto the Trustee datedthe Closing Date and addressed to the Authority and the Underwriter to the effect that the Trustee has authorized the execution and delivery of the Indenture, that the Indenture is a valid and binding obligation of the Trustee enforceable in accordance with its terms and that the Trustee has duly authenticated the Bonds;

(12) A letter of Jones Hall, A Professional Law Corporation, as Disclosure Counsel to the Authority ("Disclosure Counsel"), dated the Closing Date and addressed to the Underwriter, to the effect that, based on the information made available to it in its role as Disclosure Counsel, without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement or the Official Statement, but on the basis of its participation in conferences with the Underwriter, counsel to the Underwriter, the Authority, the Authority General Counsel, NHA Advisors, the Authority's municipal advisor (the "Municipal Advisor"), and others, and its examination of certain documents, no information has come to the attention of the attorneys in the firm rendering legal services in connection with the issuance of the Bonds which would lead thern 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 contained any untrue statement of a material fact or omitted to state any material fact that is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial, statistical and demographic data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, the engineer's report[, information relating to the Insurer, the Insurance Policy and the Reserve Policy] and information regarding DTC and its book- entry only system contained in the Preliminary Official Statement and the Official Statement);

(13) A certified copy of the general resolution of the Trustee authorizing the execution and delivery of certain documents by certain officers of the Trustee, which resolution authorizes the execution and delivery of the Indenture and the authentication and delivery of the Bonds by the Trustee;

(14) Copies of the preliminary and final notices to the California Debt and Investment Advisory Commission relating to the Bonds;

(15) Evidence of the Authority's compliance with or exemption from Section 8855(i) of the California Government Code;

(16) A copy of the executed Blanket Issuer Letter of Representations by and between the Authority and The Depository Trust Company relating to the book entry system, or an acknowledgement from The Depository Trust Company that such a letter is on file with The Depository Trust Company;

(17) Evidence that the ratings on the Bonds are as set forth in the Official Statement;

(1S) fevidence satisfactory to the Underwriter that the Trustee shall have received the executed Reserve Policy from the Insurer;

l1 158 (19) the executed Insurance Policy;

(20) an opinion ofcounsel to the Insurer, in form and substance satisfactory to the Underwriter and Bond Counsel, with respect to, among other matters, the Insurance Policy, the Reserve Policy and disclosures relating thereto and to the Insurer in the Official Staternent;

(21) a certificate of the Insurer, in form and substance satisfactory to the Underwriter and Bond Counsel, with respect to, among other matters, the Insurance Policy, the Reserve Policy and disclosures relating thereto and to the Insurer in the Official Statement]; and

(22) 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 statements and information in the Preliminary Official Statement and the Official Statement, of the Authority's representations and warranties herein and the due performance or satisfaction by the Authority at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the Authority in connection with the transactions contemplated hereby and by the Official Statement.

If the Authority shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds which are contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the Authority shall be under any further obligation hereunder, except that the respective obligations of the Authority and the Underwriter set forth in Sections 5, 6 and 8 shall continue in full force and effect.

4. Conditions to the Oblieations of the Authorit),. The Authority's obligations hereunder are subject to the Underwriter's performance of its obligations hereunder, and are also subject to the following conditions:

(a) As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly authorized officer of the Authority executing the certificate referred to in Section 3(d)(9) hereof, threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds, the Authority Documents or the existence or powers of the Authority; and

(b) As of the Closing Date, the Authority shall receive the approving opinion of Bond Counsel referred to in Section 3(d)(6) hereof, dated as of the Closing Date.

5. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein

(a) The Underwriter shall be under no obligation to pay, and the Authority shall pay or cause to be paid (out of any legally available funds of the Authority) all expenses that are incident to the performance of the Authority's obligations hereunder, including, but not limited to, the cost of printing, engraving and delivering the Bonds to the Underwriter, the cost of preparation, printing, distribution and delivery of the Indenture, the Preliminary Official Statement, the Offlrcial Statement and all other agreements and documents that are contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter (excluding the fees and disbursements of

12 159 the Underwriter's counsel), reimbursement to the Underwriter for any meals and travel for Authority employees or officers that were paid for by the Underwriter, the fees and disbursements of the Trustee for the Bonds and Bond Counsel and any accountants, engineers or any other experts or consultants that the Authority has retained in connection with the Bonds and any other expenses that are agreed to by the parties; and

(b) The Authority shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any "blue sky" or legal investment memoranda and this Purchase Agreement; expenses to qualify the Bonds for sale under any "blue sky" or other state securities laws; and all other expenses that are incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those which are specifically enumerated in paragraph (a) of this section), including the fees and disbursements of its counsel and any advertising expenses.

6. Notices. Any notice or other communication to be given to the Authority under this Purchase Agreement may be given by delivering the same in writing to the Authority at clo Solano Irrigation District, 810 Vaca Valley Parkway, Suite 201, Vacaville, California 96588; and 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 Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 35th Floor, San Francisco, California 94104, Attention: Eric McKean.

7. Parties in Interest. This Purchase Agreement is made solely for the benefit of the Authority and the Underwriter (including their successors or assigns), and no other person shall acquire or have any right hereunder or by virtue hereof.

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

9. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be valid and enforceable as of the time of such acceptance.

10. No Prior Asreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for the Authority.

I 1. Governins Law. This Purchase Agreement shall be governed by the laws of the State of California.

12. Establishment of Issue Price for Bonds.

(a) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit C, with such modifications as may be appropriate or necessary, in the reasonable judgment of

13 160 the Underwriter, the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Municipal Advisor identified herein, and any notice or report to be provided to the Authority may be provided to the MunicipalAdvisor.

(b) Except as otherwise set forth in Exhibit A, the Authority will treat the first price at which 10%o of each maturity of the Bonds (the "10"/o test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the l0%o test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until the Underwriter has sold all Bonds of that maturity to the public; provided that the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, the Authority or Special Counsel.

(c) The Underwriter confirms that it 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, except as otherwise set forth therein. Exhibit A also sets forth, identiflred 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 l}Yo test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

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

2. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriterwill advise the Authority promptly afterthe close of the fifth (5th) business day after the sale date whether it has sold l0% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

(d)

(i) The Underwriter confirms that any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable, to:

14 161 (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: (l) all Bonds of that maturity allocated to it have been sold; or (ll)'it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity; provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter;

(B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter;

(C) promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and

(D) acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.

(ii) The Underwriter confirms that any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a pafty to a third-party distribution agreement to be ernployed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is aparty to such third-party distribution agreement to: (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity; provided that the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer; and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.

(e) The Authority acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on: (A) in the event that a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires; and (B) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to cornply the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offlering-price rule, if applicable to the Bonds.

(Ð 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:

l5 162 1. "public" means any person other than an underwriter or a related party;

2. "underwriter" means: (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public; and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public);

3. a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to: (A) more than 50olo 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 50Yo 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 50oá common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and

4. "sale date" means the date of execution of this Purchase Agreement by all parties.

t6 163 13. Counte{parts. This Purchase Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

Very truly yours,

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By: Authorized Representative

SUISUN/SOLANO ÏVATER AUTHORITY

By: Authorized Officer

Time .m.

l7 164 EXHIBIT A $_ SUISUN/SOLANO WATER AUTHORITY WATER REVENUE BONDS, SERTES 2019

MATURITY SCHEDULE

Hold the Inìtiøl Olþríng Maturity Date Príncípal Interest Offeríng 10% Test Price Rule (September 1) Amount Rate Yield Price Used Used

20 $ % Yo

Term Bond. c Priced to first optional redemption date of _ 1,2}_atpar I Insured Bond.

( The purchase price of the Bonds shall be $_, which is equal to the principal amount thereof ($_.00) plus/less a net original issue premium/discount of $_ and less Underwriter's discount of$

[The parties acknowledge that: (i) the Underwriter will deliver a portion of the purchase price in the amount of $_ directly to the Insurer to pay the premium for the Insurance Policy; and (ii) the Underwriter will deliver a portion of the purchase price in the amount of $_ directly to the Insurer to pay the premium for the Reserve Policy.l

A-1 165 EXHIBIT B $_* SUISUN/SOLANO WATER AUTHORITY WATER REVENUE BONDS, SERIES 2019

RULE l5c2-12 CERTIFICATE

The undersigned hereby certifies and represents that the undersigned is the of the Suisun/Solano Water Authority (the "Authority"), and, as such, is duly authorized to execute and deliver this certificate and further hereby certifies that:

(l) this certificate is being delivered in connection with the sale and issuance of the above- captioned obligations (the "Bonds") in order to enable the underwriter of the Bonds to comply with Rule 1 5c2-12 promulgated under the Securities Exchange Act of 1934, as amended (the "Rule");

(2) in connection with the sale and issuance of the Bonds, there has been prepared a Preliminary Official Statement dated the date of this certificate setting forth information concerning the Bonds and the Authority (the "Preliminary Official Statement"); and

(3) except for the Permitted Omissions, the Preliminary Official Statement is deemed final within the meaning of the Rule. As used herein, the term "Permitted Omissions" refers to the offering price(s), interest rates(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all as set forth in the Rule.

February _,2019

SUI STIN/SOLANO WATER AUTHORITY

By: Its:

* Preliminary; subject to change.

B-l 166 BXHIBIT C $- SUISUN/SOLANO WATER AUTHORITY WATBR REVENUE BONDS, SERIES 2019

FORM OF ISSUE PRICB CBRTIFICATE

The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated ("Stifel") hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the t'Bonds").

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

2. Initial OfferÍng Price of the Holdahe-Offering-Price Maturítíes

(a) Stifel offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule B.

(b) As set forth in the Bond Purchase Agreement, dated March _,2019, by and between Stifel, as Underwriter (as defined below) and the Issuer (as defined below), Stifel has agreed in writing that: (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"); and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker- dealer who is a party to the third-party distribution agreement, to comply with the hold-the-offering- price rule. Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the Hold- the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Delined Terms.

(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities."

(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold-the-Offering-Price Maturities."

(c) Hòlding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Stifel has sold at least 1\Yo of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the- Offering-Price Maturity.

c-1 167 (d) Issuer means the Suisun/Solano Water Authority.

(e) MaturiSt 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 malurities.

(Ð Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.

(g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is March _,2019.

(h) (Jnderwritel 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 third-party 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 Stifel's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to cerlain 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 Jones Hall, A Professional Law Corporation, in connection with rendering its opinion that the interest with respect to 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, TNCORPORATED

By

By

Name:

Dated: March _,2019

c-2 168 SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE.OFFERING.PRICE MATURITIES

(Attachefi

c-3 169 SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION

(Attached)

c-4 170