HomeMy WebLinkAbout2020-09-30 Packet - Special Meeting - BondsPage 1 of 2
City Council
Special Meeting
AGENDA
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September 30, 2020 4:00 PM
1. ROLL CALL AND PLEDGE OF ALLEGIANCE
2. AUDIENCE COMMENTS ON NONAGENDA ITEMS
The City Council welcomes input from the audience. If there is a matter of business on the agenda that you are interested in,
you may address the Council when this matter is considered. If you wish to speak on a matter that is not on this agenda, you
may do so at this time. In order for everyone to be heard, please limit your comments to three (3) minutes per person and not
more than ten (10) minutes per subject. The Brown Act regulations do not allow action to be taken on audience comments in
which the subject is not listed on the agenda.
3. UNFINISHED BUSINESS
3.a. City Council to Consider Adopting (1) a Resolution Adopting a Pension Funding Policy; and (2)
a Resolution Approving the Forms of Certain Documents in Connection with the Issuance of
2020A and 2020B Lease Revenue Bonds. Authority Board to Consider Adopting a Resolution
Approving the Forms of Certain Documents in Connection with the Issuance of Series 2020A
and 2020B Lease Revenue Bonds.
Recommended Action: Adopt the attached resolutions adopting a pension funding policy and
approving the forms of certain documents in connection with the issuance of 2020A and 2020B
lease revenue bonds.
Attachments:
1.Resolution of the City Re POS
2.Resolution of the City Re Policy
3.CalPERS Payment Instructions
4.Ukiah Preliminary Official Statement
5.Bond Purchase Agreement
6.Continuing Disclosure Certificate
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3.b. Approval of a Change Order in the Amount of $77,175 to Pavement Coatings Company of
Sacramento for Additional Streets as Part of the 2020 Slurry Seal of Local Streets,
Specification Number 2001, and Approval of a Budget Amendment in the Amount of $7,670
from Measure Y Funds.
Recommended Action: Approval of a Change Order in the Amount of $77,175 to Pavement
Coatings Company of Sacramento for Additional Streets as Part of the 2020 Slurry Seal of Local
Streets, Specification Number 2001, and Approval of a Budget Amendment in the Amount of
$7,670 from Measure Y Funds.
Attachments:
1.Change Order
4. NEW BUSINESS
4.a. Approval of Contract in the Amount of $73,514 with Gonzalez Brush Busters for Vegetation
Management and Fire Mitigation Measures on Various CityOwned Properties and other
properties in the City, and Approval of Corresponding Budget Amendments.
Recommended Action: Approval of Contract in the Amount of $73,514 with Gonzalez Brush
Busters for Vegetation Management and Fire Mitigation Measures on Various CityOwned
Properties and other properties in the City, and Approval of Corresponding Budget Amendments.
Attachments:
1.Proposal
5. ADJOURNMENT
Please be advised that the City needs to be notified 72 hours in advance of a meeting if any specific
accommodations or interpreter services are needed in order for you to attend. The City complies with
ADA requirements and will attempt to reasonably accommodate individuals with disabilities upon
request. Materials related to an item on this Agenda submitted to the City Council after distribution of
the agenda packet are available for public inspection at the front counter at the Ukiah Civic Center,
300 Seminary Avenue, Ukiah, CA 95482, during normal business hours, Monday through Friday,
8:00 am to 5:00 pm.
I hereby certify under penalty of perjury under the laws of the State of California that the foregoing
agenda was posted on the bulletin board at the main entrance of the City of Ukiah City Hall, located
at 300 Seminary Avenue, Ukiah, California, not less than 24 hours prior to the meeting set forth on
this agenda.
Kristine Lawler, City Clerk
9/28/2020
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Agenda Item No: 3.a.
MEETING DATE/TIME: 9/30/2020
ITEM NO: 2020-571
AGENDA SUMMARY REPORT
SUBJECT: City Council to Consider Adopting (1) a Resolution Adopting a Pension Funding Policy; and (2) a
Resolution Approving the Forms of Certain Documents in Connection with the Issuance of 2020A and 2020B
Lease Revenue Bonds. Authority Board to Consider Adopting a Resolution Approving the Forms of Certain
Documents in Connection with the Issuance of Series 2020A and 2020B Lease Revenue Bonds.
DEPARTMENT: Finance PREPARED BY: Dan Buffalo, Finance Director
PRESENTER:
ATTACHMENTS:
1. Resolution of the City Re POS
2. Resolution of the City Re Policy
3. CalPERS Payment Instructions
4. Ukiah Preliminary Official Statement
5. Bond Purchase Agreement
6. Continuing Disclosure Certificate
Summary: The City Council will consider for approval documents necessary for the issuance of bonds through
a public offering for the purpose of financing certain capital improvement projects and refinancing a portion of
the City's unfunded accrued liability with CalPERS. It also will consider for approval a formal policy providing
general guidance on the City's efforts to ensure and potentially enhance its pension funding.
Background: The City Council, on August 19, 2020, adopted Resolution No. 2020-46 (the “Resolution 2020-
46”) and the Authority Board adopted Resolution No. PFA-2020-02 (the Resolution No. PFA-2020-02,” and
together with Resolution 2020-46, the “Resolutions”), which among other things, authorized the issuance of (i)
Lease Revenue Bonds, Series 2020A (Community Facilities Improvement Project), in the aggregate principal
amount of not to exceed $2,850,000 (the “2020A Bonds”), and (ii) Taxable Lease Revenue Bonds, Series
2020B (CalPERS Prepayment Project), in the aggregate principal amount not to exceed that required for the
purpose of refinancing part or all of the City’s UAL (the “2020B Bonds,” and together with the 2020A Bonds,
the “Bonds”).
Resolutions each directed staff to work with the City’s Bond Counsel and Municipal Advisor to prepare the
balance of documentation required to issue the Bonds and to bring the matter back to Council and Authority
Board for final consideration. The balance of the documentation is now complete and is being presented for
Council/Board consideration (Attachment 1).
If the City is successful in issuing the Series 2020B Bonds to pay off a portion of its UAL and pension
liabilities, the City’s miscellaneous and safety pension plans (the “Pension Plans”) overall will become
approximately 93% funded. However, each year, the possibility exists that CalPERS will accrue new pension
liabilities due several factors, including:
• Changes in actuarial assumptions and experience changes (e.g., changes in the discount rate, changes in
demographic experience, etc.).
• Changes in actuarial gains and losses due to asset returns being higher or lower than expected.
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• Changes in plan benefits.
On June 30 of each year, CALPERS completes a new actuarial valuation that will provide the City with a
calculation of the City’s total pension liability as of the new valuation date. Based on that annual valuation
report, the City will then know whether it has developed any new UAL at that point in time.
In an effort to ensure that any future pension liabilities do not grow to unmanageable levels, staff has
developed a proposed Pension Funding Policy (the “Policy”) for Council consideration (Attachment 2). If
approved, the Policy would require that any new increase or decrease in the liability resulting from the annual
CalPERS actuarial valuation be explicitly identified each year during the budget cycle, and that the City
consider making discretionary contributions with one-time General Fund resources (or other legally available
resources), with the objectives of increasing each of the Pension Plan’s funded status, by reducing the
unfunded actuarially accrued liability, and reducing ongoing pension costs.
The Policy will also provide guidance in making annual budget decisions, demonstrate prudent financial
management practices, help create fiscally sustainable budgets for pensions in future years, and help
reassure bond rating agencies and investors that the City is being proactive in the management of its fiscal
affairs.
Discussion: Summary of Financing Documents
The subject resolutions are being recommended for adoption to authorize and approve the balance (i.e., all
required documents that were not already approved pursuant to the Resolutions) of legal documents
necessary to provide for the successful issuance of the Bonds.
Please note that the subject documents are being presented to the City Council and Authority Board as form
documents, as they cannot be fully completed at this time because certain critical components such as interest
rates and annual debt service payments will depend on the state of the bond market at the time the
transaction is actually priced (i.e., sold to the Underwriter), which is expected to occur sometime in mid-
October. This method of approval is the normal method of approving a bond issue in California. The individual
documents needed to complete this financing are included as additional attachments to Attachments 1 and 2
already described and are each briefly described below:
Attachment 3. Form of Irrevocable Payment Instructions: The Irrevocable Payment Instructions provide for the
safe transfer of Series 2020B Bonds proceeds from the Underwriter to the City and then to CalPERS, for the
purpose of prepaying the designated portion of the City’s UAL.
Attachment 4. Preliminary Official Statement: As a necessary prerequisite to the public marketing and selling
of the Bonds, a preliminary official statement (the “Preliminary Official Statement”) has been prepared by The
Weist Law Firm, as Disclosure Counsel to the City and Authority, with the help of the Municipal Advisor,
Underwriter and City staff. This document describes the City, the Authority, the Financing, the Projects, the
Leased Facilities, the Bonds, the Financing Documents, and the risk factors associated with an investment in
the Bonds. The Preliminary Official Statement is the central source of information to potential bond buyers,
and as such it is essential that the information be accurate and complete. Once the Bond Purchase
Agreement (described below) is executed, the final pricing detail will be used to fill in the blanks of the
Preliminary Official Statement, which will then be used as the basis for the final Official Statement.
Important Information about Securities Disclosure: The Preliminary Official Statement has been reviewed and
approved for transmittal to the City Council and Authority Board by Staff and the financing team. The
Preliminary Official Statement must include all facts that would be considered material to an investor in the
Bonds. Material information is information that there is a substantial likelihood would have actual significance
in the deliberations of the reasonable investor when deciding whether to buy or sell the Bonds. Members of
the City Council and Authority Board are encouraged to review the Preliminary Official Statement and/or
question staff and consultants to make sure they feel comfortable that it includes all material facts.
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Attachment 5. Bond Purchase Agreement: This is an agreement among the City, the Authority and the
Underwriter, which provides the terms and conditions for the sale of the Bonds to the Underwriter, and once
signed, locks in the final terms and interest rates.
Attachment 6. Continuing Disclosure Certificate: This agreement obligates the City to provide annual
information regarding the City, the Authority, the Bonds, as well as certain listed events to the secondary
municipal bond market as long as the Bonds remain outstanding.
The Leased Property
As authorized pursuant to the Resolutions, staff is recommending that the City pledge its Streets as the leased
asset (the “Leased Property”) securing the lease payments for the repayment of the Bonds. As required by law
under lease financing structures in California, the annual fair rental value of the Leased Property must be in
excess of the maximum annual debt service payable by the City on the Bonds, and by the adoption of the
subject resolutions, the City and Authority are making such a finding with respect to the leasing of the Leased
Property. The Leased Property will be leased until the final maturity of the Bonds, unless modified under
conditions set forth in the legal documents.
Financial Impact:
2020A Lease Revenue Bonds: Ukiah Community Facilities Acquisition and Improvement Project
Total interest paid over the 20 year term of the bonds is estimated to be $605,480. Combined with the
principal paid of $2,850,000, total payments would be $3,454,646. Considering the time value of money,
financing this project at current tax-exempt market rates over 20 years is an effective and efficient use of
resources. As an example, the present value of payments totaling $3,454,646 in 20 years assuming an
average 2 percent inflation rate would be $2,828,797 (present value of an annuity). Assuming a higher
average inflation rate would make financing the project even more cost-effective. In other words, it could be
less expensive to borrow money to finance the Project than pay with cash on hand. It is one of the primary
reasons management is recommending this financing strategy.
Cost of issuance are estimated to be $34,358, which include, but are not limited to, costs associated with
establishing the Ukiah Financing Authority (completed in June), bond and disclosure counsel, financial
advisory services, and underwriting services. This amounts to 1.2 percent of the issuance (par) amount of the
bonds. Issuance costs are paid out of the bond proceeds received, and debt service on those is estimated at
$2,206 annually.
2020B Lease Revenue Bonds: CalPERS UAL Restructuring
Ultimately, actual savings from the restructuring will be a component of two factors: (1) actual interest rates at
the time of bond pricing (estimated to be October 2020) and (2) future CalPERS returns, which is an unknown
at the time of bond issuance. To the extent that CalPERS earns lower than 7.0 percent over the next 25-30
years, the savings will be less than shown above. If higher than 7.0 percent, then the savings will be higher
than estimated. The rule of thumb is that the City will be better off (i.e. the UAL Restructuring produced
savings) if CalPERS earns more than the interest rate on the bonds (currently estimated between 3.75 percent
and 4.00 percent). While past performance doesn’t guarantee future results, CalPERS historical 30-year
returns are 8.0 percent, 5.5 percent for the last 20 years, 8.5 percent for last 10 years and 6.3 percent for the
last 5 years. Assessing and mitigating reinvestment risk will be a key objective as the City and its team
evaluate and optimize the final bond structure. Other concerns (besides reinvestment risk) of pension bonds
that were highlighted by the GFOA (Governance Finance Officers Association) in 2015 are not applicable (or
outdated) to the proposed issuance of bonds and will be addressed in more detail by the City’s municipal
advisor during the PowerPoint presentation on August 19th.
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Series 2020B: Budgetary savings for FY 2020/21 will be approximately $5 million. Future annual payments
and the savings generated are expected to be $13.2 million in present value savings with an average annual
budgetary savings in the years of escalating payments (projected by CalPERS through the years of 2021-
2037) of nearly $1.5 million. Cumulative cash flow (or budgetary) savings over the entire maturity of the bonds
are estimated to be $9.7 million.
Cost of issuance are estimated to be $585,818, which include, but are not limited to, costs associated with
establishing the Ukiah Financing Authority (completed in June), bond and disclosure counsel, financial
advisory services, and underwriting services. This amounts to 1.2 percent of the issuance (par) amount of the
bonds. Issuance costs are paid out of the bond proceeds received.
A budget amendment is included as part of this approval. Estimated amounts of issuance costs based on the
above is $620,176. Staff recommends a rounded $650,000 to capture any additional cost increases that may
be part of pricing or bringing the bonds to market. Final issuance costs will be reported to Council upon sale
of the bonds.
Recommended Action: Adopt the attached resolutions adopting a pension funding policy and approving the
forms of certain documents in connection with the issuance of 2020A and 2020B lease revenue bonds.
BUDGET AMENDMENT REQUIRED: Yes
CURRENT BUDGET AMOUNT: 0
PROPOSED BUDGET AMOUNT: 650,000
FINANCING SOURCE: Bonds proceeds
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: N/A
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Attachment 1
A-1
RESOLUTION NO. 2020-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING A FORM
OF PRELIMINARY OFFICIAL STATEMENT, CONTINUING DISCLOSURE CERTIFICATE
AND BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE AND
SALE OF LEASE REVENUE BONDS, SERIES 2020A (COMMUNITY FACILITIES
IMPROVEMENT PROJECT) AND TAXABLE LEASE REVENUE REFUNDING BONDS,
SERIES 2020B (CALPERS PREPAYMENT PROJECT); AND AUTHORIZING AND
APPROVING OTHER MATTERS RELATED THERETO
WHEREAS, the City Council (the “City Council”) of the City of Ukiah (the “City”), on August
19, 2020, adopted Resolution No. 2020-46 (the “Resolution 2020-46”), which among other
things, set forth the City Council’s desire to enter into certain contractual relations for the
purpose of providing financing for the City’s proposed (i) new City administration building
and related facilities, all as more particularly described in Resolution 2020-46 (the
“Community Facilities Improvement Project”), and (ii) prepayment of a portion of the City’s
UAL, all as more particularly described in Resolution 2020-46 (the “CalPERS Prepayment
Project,” and together with the Community Facilities Improvement Project, the “Project”);
and
WHEREAS, in furtherance of the Project and to provide financing therefor, as authorized
pursuant in Resolution 2020-46, the City Council approved the issuance by the Ukiah Public
Financing Authority (the “Authority”) of the Authority’s Lease Revenue Bonds, Series 2020A
(Community Facilities Improvement Project), in the aggregate principal amount of not to
exceed $2,850,000 (the “2020A Bonds”) and the Authority’s Taxable Lease Revenue Bonds,
Series 2020B (CalPERS Prepayment Project), in the aggregate principal amount not to
exceed that required for the purpose of refinancing part or all of the City’s UAL (the “2020B
Bonds,” and together with the 2020A Bonds, the “Bonds”), and approved forms of certain
documents related to the issuance of the Bonds; and
WHEREAS, the City now desires to approve the form of a Preliminary Official Statement
and an Official Statement (each as hereinafter defined) in connection with the marketing and
sale of the Bonds; and
WHEREAS, the City desires to provide for the negotiated sale of the Bonds to Piper Sandler
& Co., as underwriter for the Bonds (“Underwriter”) pursuant to a Bond Purchase Agreement,
by and among the City, Authority and Underwriter (the "Bond Purchase Agreement"); and
WHEREAS, the City desires to enter into a Continuing Disclosure Certificate (as hereinafter
defined) in order to assist the Underwriter with its obligations under Securities and Exchange
Commission Rule 15c2-12 (the “Rule”); and
WHEREAS, in order to effect the issuance of the Bonds, the City Council desires to approve
the form of Preliminary Official Statement for the Bonds and to approve the forms of, and
authorize the execution and delivery of, Irrevocable Payment Instructions (as hereinafter
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defined), Bond Purchase Agreement, and Continuing Disclosure Certificate for the Bonds,
the forms of which are on file with the City Clerk; and
WHEREAS, the City Council wishes at this time to authorize all proceedings relating to the
execution, sale and delivery of the Bonds and the execution and delivery of all agreements
and documents relating thereto; and
WHEREAS, all acts, conditions and things required by the Constitution and laws of the State
of California to exist, to have happened and to have been performed precedent to and in
connection with the execution, sale and delivery of the Bonds do exist, have happened and
have been performed in regular and due time, form and manner as required by law, and the
City is now duly authorized and empowered, pursuant to each and every requirement of law,
to execute and deliver the Bonds in the manner and upon the terms herein provided; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah, as follows:
Section 1. Recitals and Findings. The City Council hereby specifically finds and declares
that each of the statements, findings and determinations of the City set forth in the recitals
set forth above and in the preambles of the documents approved herein are true and
correct and that the financing of the Project will result in significant public benefits for the
residents of the City.
Section 2. Authorized Representatives. Mayor, Vice Mayor, City Manager, Finance
Director and City Clerk, and any other person designated by the Mayor or City Manager to
act on behalf of the City shall each be an “Authorized Representative” of the City for the
purposes of structuring and providing for the issuance of the Bonds, and are hereby
authorized, jointly and severally, for and in the name of and on behalf of the City, to execute
and deliver any and all documents and certificates that may be required to be executed in
connection with the issuance, sale and delivery of the Bonds (including, but not limited to,
the documents referenced in this resolution, and any other documentation required or
necessary in connection therewith, which are sometimes hereafter referred as the
“Financing Documents”), and to do any and all things and take any and all actions which
may be necessary or advisable, in their discretion, to effectuate the actions which the City
Council has approved in this Resolution and said Financing Documents.
Section 3. Approval of the Preliminary Official Statement and the Official Statement.
Staff has caused the Preliminary Official Statement to be distributed to the members of the
City Council and to be placed on file with the City Clerk. The City Council hereby approves
the Preliminary Official Statement describing the Bonds, in substantially the form on file with
the City Clerk, together with any changes deemed necessary or advisable by an Authorized
Representative to cause the preliminary Official Statement to describe accurately matters
pertaining to the Bonds.
The City Council hereby authorizes and directs any Authorized Representative on behalf of
the City to deem the Preliminary Official Statement “final” pursuant to the Rule prior to its
distribution to prospective purchasers of the Bonds. The City Council hereby approves and
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authorizes the distribution of the Preliminary Official Statement to prospective purchasers of
the Bonds.
The Authorized Representatives are 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, dated as of the date of the sale of the Bonds, and to certify that
the facts contained in the final Official Statement, and any supplement or amendment thereto
(which shall be deemed an original part thereof for the purpose of such statement) were, at
the time of sale of the Bonds, true and correct in all material respects and that the final
Official Statement did not, on the date of sale of the Bonds, and does not, as of the date of
delivery of the Bonds, contain any untrue statement of a material fact with respect to the City
or omit to state material facts with respect to the City required to be stated where necessary
to make any statement made therein not misleading in the light of the circumstances under
which it was made. The Authorized Representatives 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 such
changes and additions thereto deemed advisable by the Authorized Representatives and
such information permitted to be excluded from the Preliminary Official Statement pursuant
to the Rule, shall be conclusive evidence of the approval of the final Official Statement by
the City.
The final Official Statement, when prepared, is approved for distribution in connection with
the offering and sale of the Bonds.
Section 4. Continuing Disclosure Certificate. The Continuing Disclosure Certificate (the
“Continuing Disclosure Certificate”), proposed to be executed by the City and appointing
NHA Advisors, LLC as the initial Dissemination Agent, in the form appended to the
Preliminary Official Statement on file in the office of the City Clerk, is hereby approved. Each
Authorized Representative, acting singly, is hereby authorized and directed, for and in the
name and on behalf of the City, to execute and deliver the Continuing Disclosure Certificate
in substantially said form, with such changes therein as the Authorized Representative
executing the same may approve (such approval to be conclusively evidenced by such
Authorized Representative’s execution and delivery thereof). The City Council hereby
authorizes the delivery and performance of the Continuing Disclosure Certificate.
Section 5. Approval of Irrevocable Payment Instructions. The Irrevocable Payment
Instructions, in substantially the forms on file with the City Clerk and presented to the City
Council at this meeting, are hereby approved. Each Authorized Representative, acting
singly, is hereby authorized and directed, for and in the name and on behalf of the City, to
execute and deliver the Irrevocable Payment Instructions in substantially said form, with
such changes therein as the Authorized Representative executing the same may approve
(such approval to be conclusively evidenced by such Authorized Representative’s execution
and delivery thereof). The City Council hereby authorizes the delivery and performance of
each of the Irrevocable Payment Instructions.
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Section 6. Bond Purchase Agreement. The form of the Bond Purchase Agreement
presented at this meeting, on file in the office of the City Clerk and incorporated herein by
reference, is hereby approved, and any one of the Authorized Representatives, acting singly,
is hereby authorized to execute the Bond Purchase Agreement in substantially the form
hereby approved, with such additions thereto and changes therein as may be approved by
such officer upon consultation with Bond Counsel. Approval of such additions and changes
shall be conclusively evidenced by the execution and delivery of the Bond Purchase
Agreement; provided, however, that the Underwriter's discount for the purchase of the
Bonds, not to exceed __% of the principal amount of the Bonds.
Section 7. Official Actions. The Trustee, the Authorized Representatives and every
other officer, employee or agent of the City are, and each of them acting alone is, authorized
and directed, for and in the name and on behalf of the City, to do any and all things and take
any and all actions, including execution and delivery of any and all assignments, certificates,
requisitions, agreements, notices, consents, instruments of conveyance, warrants and other
documents, which they, or any of them, may deem necessary or advisable in order to
consummate any of the transactions contemplated by the Financing Documents and this
Resolution.
Section 8. Effective Date. This Resolution shall take effect from and after the date of its
passage and adoption.
PASSED AND ADOPTED by the City Council of the City of Ukiah on September 30, 2020
by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
____________________________
Douglas F. Crane, Mayor
ATTEST:
_________________________
Kristine Lawler, City Clerk
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Attachment 2
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RESOLUTION NO. 2020-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH ADOPTING A
PENSION FUNDING POLICY
WHEREAS, the City Council (the “City Council”) of the City of Ukiah (the “City”) is obligated
by the Public Employees’ Retirement Law, commencing with Section 20000 of the
Government Code of the State of California, as amended (the “Retirement Law”), to make
payments to the California Public Employees’ Retirement System (“CalPERS”) relating to
pension benefits accruing to current and former City employees who are CalPERS
members, including retired employees (the "CalPERS Obligations"); and
WHEREAS, the City currently has an unfunded accrued liability (the “UAL”) in respect of the
CalPERS Obligations; and
WHEREAS, the CalPERS Obligations, including the UAL, and all other aspects of the
pension plan arrangements between CalPERS and the City, is evidenced by a contract or
contracts with CalPERS with respect to public safety employees and miscellaneous
employees of the City, as heretofore and hereafter amended from time to time (collectively,
the “Pension Plans”); and
WHEREAS, the City is in the process of issuing revenue bonds that will generate bond
proceeds to pay off a certain portion of the City’s current estimated UAL owed to CalPERS;
and
WHEREAS, CalPERS provides the City with new actuarial valuations on an annual basis
that calculates the City’s total pension liability as of the new valuation date; and
WHEREAS, on an annualize basis, it is possible that the City will incur new UAL costs if the
City’s funded assets are not equivalent to the actuarially determined liability amounts; and
WHEREAS, the City desires to establish a framework for funding new UAL costs that may
arise in the future with the objective of funding the Pension Plans at certain targeted levels
of the total accrued liability, whenever possible; and
WHEREAS, to facilitate payment of future UAL costs in a timely manner and to reduce the
risk that future UAL costs pose to the City’s financial position, the City desires to adopt the
Pension Funding Policy, attached hereto (the “Policy”); and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah, as follows:
Section 1. Recitals and Findings. The City Council hereby specifically finds and declares
that all of the facts set forth in the Recitals of this Resolution are true and correct.
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Attachment 2
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Section 2. Policy. The Policy, as attached hereto as Exhibit A, is hereby approved and
adopted and shall be applicable to any new pension liabilities, or amortization bases, that
may arise in the future.
Section 3. Official Actions. The City Manager, the Finance Director, and all other officers
of the City are hereby authorized and directed, jointly and severally, to do any and all things
to effectuate the purposes of this Resolution and to implement the Policy.
Section 4. Effective Date. This Resolution shall take effect from and after the date of its
passage and adoption.
PASSED AND ADOPTED by the City Council of the City of Ukiah on September 30, 2020
by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
____________________________
Douglas F. Crane, Mayor
ATTEST:
_________________________
Kristine Lawler, City Clerk
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Attachment 2
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Exhibit A
PENSION FUNDING POLICY
City of Ukiah
I. PURPOSE
The City’s Pension Funding Policy documents the method the City will use to
determine its actuarially determined contributions to fund the long-term cost of
benefits to the plan participants and annuitants. The policy also:
• Provides guidance in making annual budget decisions;
• Demonstrates prudent financial management practices;
• Creates sustainable and affordable budgets for pensions;
• Reassures bond rating agencies; and
• Shows employees and the public how pensions will be funded.
II. BACKGROUND
The City provides defined benefit retirement benefits through the California
Public Employees’ Retirement System (CalPERS). CalPERS is a multiple-
employer public employee defined benefit pension plan.
All full-time and certain part-time City employees are eligible to participate in
CalPERS. CalPERS provides retirement and disability benefits, annual cost of
living adjustments and death benefits to plan members and their beneficiaries.
CalPERS acts as a common investment and administrative agent for participating
public entities within the State of California. Benefit provisions and all other
requirements are established by state statute.
The financial objective of a defined benefit pension plan is to fund the long-term
cost of benefits provided to the plan participants. In order to assure that the plan is
financially sustainable, the plan should accumulate adequate resources in a
systematic and disciplined manner over the active service life of benefitting
employees. This funding policy outlines the method the City will utilize to
determine its actuarially determined contributions to fund the long-term cost of
benefits to the plan participants and annuitants.
Pension Funding: A Guide for Elected Officials, issued by eleven national groups
including the U.S. Conference of Mayors, the International City/County
Management Association, and the Government Finance Officers Association,
established the following five general policy objectives for a pension funding policy:
Actuarially Determined Contributions. A pension funding plan should
be based upon an actuarially determined contribution (ADC) that
incorporates both the cost of benefits in the current year and the
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Attachment 2
Page 2 of 6
amortization of the plan’s unfunded actuarial accrued liability.
Funding Discipline. A commitment to make timely, actuarially
determined contributions to the retirement system is needed to
ensure that sufficient assets are available for all current and future
retirees.
Interperiod equity. Annual contributions should be reasonably
related to the expected and actual cost of each year of service so
that the cost of employee benefits is paid by the generation of
taxpayers who receives services from those employees.
Contributions as a stable percentage of payroll. Contributions
should be managed so that employer costs remain consistent as a
percentage of payroll over time.
Contributions as a manageable budget expense. Contributions
should be stable and a manageable portion of revenue.
Accountability and transparency. Clear reporting of pension funding
should include an assessment of whether, how, and when the plan
sponsor will ensure sufficient assets are available for all current and
future retirees.
III. POLICY
A. Actuarially Determined Contribution (ADC)
CalPERS actuaries will determine the City’s ADC to CalPERS based on
annual actuarial valuations. The ADC will include the normal cost for
current service and amortization of any under-funded amount. The normal
cost will be calculated using the entry age normal cost method using
economic and non-economic assumptions approved by the CalPERS
Board of Administration.
The City will review the CalPERS annual actuarial valuations to validate
the completeness and accuracy of the member census data and the
reasonableness of the actuarial assumptions.
B. Additional Discretionary Payment (ADP) Contribution
The City will consider making ADP contributions with one-time General
Fund and applicable proprietary funds resources, with the objectives of
increasing the plan’s funded status, by reducing the unfunded actuarially
accrued liability, and reducing ongoing pension costs.
Page 14 of 174
Attachment 2
Page 2 of 6
C. Pension Obligations Bonds
The City will consider pension obligation bonds if:
Such bonds have expected savings using borrowing costs and CalPERS’
discount rate;
At the time of issuances, pension bond proceeds plus existing assets at
CalPERS and at the City’s pension stabilization trust cannot exceed
pension liabilities.
The City and its advisors will discuss and consider the risks of any potential
pension obligation bonds.
Any pension obligation bonds, or refundings of pension obligation bonds, must be
approved by the City Council.
D. Pension Stabilization Fund (PSF)
The City will establish a Pension Stabilization Fund (PSF) by June 30, 2021. The
PSF will be used to accumulate financial resources for the purposes of ensuring
the City meets its ADC in any given fiscal year and make ADP contributions.
Transfers to and from the PSF will be subject to the same City budgetary and
financial policies that guide other interfund transfers. Proprietary and other
governmental funds may contribute to the PSF. Such funds may withdraw
resources from the PSF to meet their respective ADC or ADP when approved by
the City Council through the annual budget process or by direct action. There is
no requirement for any fund to transfer financial resources to the PSF. Any
transfers to the PSF should come from one-time resources, including, but not
limited to, budgetary surpluses, and shall not be made in lieu of funding current
obligations or operational/capital needs. Resources in the fund may be invested
in any variety of instruments available to the City under its investment policy.
E. Transparency and Reporting
Funding of the City’s pension plans should be transparent to vested
parties including plan participants, annuitants, the City Council, and
residents. In order to achieve this transparency, the following information
shall be available:
Copies of the annual actuarial valuations for the City’s CalPERS
plans shall be made available to the City Council.
The City’s Comprehensive Annual Financial Report shall be published
on its website. This report includes information on the City’s annual
contributions to the pension systems and their funded status.
The City’s annual operating budget shall include the City’s
contributions to CalPERS.
F. Review of Funding Policy
Page 15 of 174
Attachment 2
Page 2 of 6
Funding a defined benefit pension plan requires a long-term horizon. As
such, the City will review this policy regularly to determine if changes to it
are needed to evaluate the adequacy or appropriateness of resources
being accumulated.
Page 16 of 174
IRREVOCABLE PAYMENT INSTRUCTIONS
- 1 -
$____________
UKIAH PUBLIC FINANCING AUTHORITY
TAXABLE LEASE REVENUE BONDS, SERIES 2020B
(CALPERS PREPAYMENT PROJECT)
IRREVOCABLE PAYMENT INSTRUCTIONS
These IRREVOCABLE PAYMENT INSTRUCTIONS (the “Instructions”) are dated as of October 1,
2020, and are given to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) by the
CITY OF UKIAH, a municipal corporation duly organized and validly existing under the laws of the State of
California (the “City”);
W I T N E S S E T H:
WHEREAS, the City is obligated to the California State Public Employees’ Retirement System
(“CalPERS”) under a certain contract, by and between the City and CalPERS, as amended from time to time (the
“CalPERS Contract”), to make contributions to CalPERS in exchange for CalPERS providing retirement benefits
for its retirees; and
WHEREAS, CalPERS determines, based on actuarial methods, a percentage rate of regular salary
required to fund earned pension benefits, and if the total amount of accumulated contributions is less than the
total forecasted cost of earned pension benefits, the difference represents an Unfunded Accrued Liability (the
“UAL”); and
WHEREAS, to finance the prepayment of a designated portion of the UAL, the City Council of the City
(the “Council”) on August 19, 2020 adopted Resolution No. 2020-46, pursuant to which the City authorized and
directed the execution and delivery of Ukiah Public Financing Authority, Taxable Lease Revenue Bonds, Series
2020B (CalPERS Prepayment Project) (the “Bonds”); and
WHEREAS, the Bonds are being issued in the aggregate principal amount of $_________ pursuant to
an Indenture, dated as of October 1, 2020 (the “Indenture”), by and between the Authority and the Trustee (the
“Indenture”); and
WHEREAS, the Bonds being purchased by Piper Sandler & Co., as underwriter of the Bonds, at a
purchase price of $____________ (the “Bond Proceeds”) on October __, 2020 (the “Closing Date”)
WHEREAS, capitalized terms not otherwise defined herein will have the meanings ascribed to them in
the Indenture; and
WHEREAS, subsequent to the Closing Date, but not later than the morning of October __, 2020, a
portion of the Bond Proceeds in the amount of $_________ will be transferred by the Trustee directly to
CalPERS, in accordance with these Instructions as well as Section 3.2(b)(c) of the Indenture, in satisfaction of a
portion of the City’s obligations under the CalPERS Contract (the “Designated Proceeds”); and
WHEREAS, the City has full legal right, power, and authority to enter into and perform its duties under
these Instructions; and
Attachment 3
Page 17 of 174
IRREVOCABLE PAYMENT INSTRUCTIONS
- 2 -
WHEREAS, the Trustee acknowledges that these Instructions constitute irrevocable instructions by the
City to apply the Designated Proceeds as set forth herein.
NOW, THEREFORE, in consideration of the above the City and Trustee agree as follows:
Section 1. Transfer and Application of Designated Proceeds.
The Trustee is hereby irrevocably instructed to wire the Designated Proceeds in the amount of
$____________ directly to CalPERS on or before the morning of October __, 2020, in accordance with the
following wire instructions:
WIRE INSTRUCTIONS:
The City acknowledges that it has no right, title or interest in or to the Designated Proceeds, except as
set forth herein. Under no circumstances shall the Designated Proceeds be paid or delivered to or for the order
of the City, except as set forth herein. The City hereby waives any rights that it may have to give alternative
instructions as to the Designated Proceeds.
Section 2. Termination; Unclaimed Money. These Instructions shall terminate when the Designated
Proceeds have been transferred and received by the CalPERS, as provided herein.
Section 3. Liabilities and Obligations of Trustee.
The Trustee shall have no obligation to make any payment or disbursement of any type except from the
Designated Proceeds, or from such other funds that the City may hereafter deposit, in strict accordance with these
Instructions. The Trustee shall have no obligation to incur any financial liability in the performance of its duties
under these Instructions, and the Trustee may rely and shall be fully protected in acting upon the written
instructions of the City or its agents relating to any matter or action as Trustee under these Instructions.
The Trustee shall have only such duties as are expressly set forth herein and no implied duties shall be
read into these Instructions against the Trustee. The Trustee shall not be liable for any act or omission of the City
under these Instructions. The Trustee shall not be liable for the accuracy of any calculations as to the sufficiency
of moneys deposited with it with respect to the Designated Proceeds.
The Trustee shall have no liability or obligation to the City, the Authority, CalPERS or any other person
or entity with respect to observance or performance by the City of any conditions, covenants and terms contained
in or relating to the CalPERS Contract or the Bonds (except to the extent otherwise set forth in the Indenture), or
with respect to the investment of any moneys in any fund or account established, held or maintained by the City
pursuant to the CalPERS Contract or the Bonds.
Attachment 3
Page 18 of 174
IRREVOCABLE PAYMENT INSTRUCTIONS
- 3 -
The Trustee may conclusively rely, as to the truth of the statements and correctness of the opinions
expressed therein, on any certificate or opinion furnished to it in accordance with these Instructions.
Section 4. Governing Law. These Instructions shall be governed by and construed in accordance with
the laws of the State of California.
Section 5. Notices. Notices hereunder shall be made in writing and shall be deemed to have been duly
given when personally delivered or when deposited in the mail, first class postage prepaid, or delivered to an
express carrier, charges prepaid, or sent by facsimile with electronic confirmation, addressed to each party at its
address below:
If to the City: City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Attention: Finance Director
Facsimile: (707) 463-6204
If to the Trustee: The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Attention: Corporate Trust Department
Facsimile: (213) 630-6215
Section 6. Counterparts. These Instructions may be executed in any number of counterparts, each of
which when executed and delivered shall be deemed to be an original, and all of which when taken together shall
constitute one and the same Instructions.
[Signature Page to follow on Next Page]
Attachment 3
Page 19 of 174
IRREVOCABLE PAYMENT INSTRUCTIONS
- 4 -
IN WITNESS WHEREOF, the City and Trustee have each executed these Irrevocable Payment
Instructions as of the date first above written.
CITY OF UKIAH, CALIFORNIA
By:___________________________
Danial Buffalo, Finance Director
The Bank of New York Mellon Trust Company, N.A.
By:__________________________
Title:_________________________
Attachment 3
Page 20 of 174
PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER __, 2020
NEW ISSUE – BOOK-ENTRY ONLY RATING: S&P: “___”
(See “RATING” herein)
In the opinion of The Weist Law Firm, Los Gatos, California, Bond Counsel, subject, however to certain qualifications described in this Official Statement, under
existing statutes, regulations, rulings and judicial decisions, and assuming certain representations and compliance with certain covenants and requirements described more
fully herein, interest on the Tax-Exempt Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as
amended (the “Code”), and such interest is not an item of tax preference for purposes calculating the federal alternative minimum tax imposed under the Code, and the
Tax-Exempt Bonds are “qualified tax-exempt obligations” within the meaning of section 265(b)(3) of the Code. Interest on the Taxable Bonds will be included in gross
income for federal income purposes. In the further opinion of Bond Counsel, interest on the Bonds is exempt from State of California personal income tax. See “TAX
MATTERS” herein.
$____________*
UKIAH PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2020A
(Community Facilities Improvement Project)
$____________*
UKIAH PUBLIC FINANCING AUTHORITY
TAXABLE LEASE REVENUE BONDS, SERIES 2020B
(CalPERS Prepayment Project)
Dated: Date of Delivery Due: October 1, as shown on the Inside Cover
The above-captioned Lease Revenue Bonds, Series 2020A (the “Tax-Exempt Bonds”) and the Taxable Lease Revenue Bonds, Series 2020B (the “Taxable Bonds,”
and together with the Tax-Exempt Bonds, the “Bonds”) are being issued by the Ukiah Public Financing Authority (the “Authority”) pursuant to an Indenture, dated as of
October 1, 2020 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Interest on the Bonds
is payable semiannually on April 1 and October 1 of each year (each an “Interest Payment Date”), commencing April 1, 2021. Proceeds of the Bonds will be used to finance
and refinance certain obligations of the City of Ukiah (the “City”) and to pay the costs incurred in connection with the issuance of the Bonds. See “PLAN OF FINANCE”
herein.
The Bonds are limited obligations of the Authority payable from the Revenues, as defined herein, pledged under the Indenture, consisting primarily of base rental
payments (the “Base Rental Payments”) to be made by the City to the Authority as rental for certain City-owned property (the “Leased Facilities”) pursuant to a Lease
Agreement, dated as of October 1, 2020 (the “Lease”), by and between the Authority and the City, and from certain funds held under the Indenture and insurance or
condemnation awards. The City is required under the Lease to make Base Rental Payments in each fiscal year in consideration of the use and possession of the Leased
Facilities from any source of available funds in an amount sufficient to pay the annual principal and interest due with respect to the Bonds, subject to abatement, as described
herein. See “PLAN OF FINANCE” and “RISK FACTORS” herein. Pursuant to the Indenture, the Authority will assign its right to receive the Base Rental Payments to the
Trustee for the benefit of the Owners of the Bond, pursuant to an Assignment Agreement, dated as of October 1, 2020, by and between the Authority and the Trustee. See
“SECURITY FOR THE BONDS” herein.
The Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York
(“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC.
Purchasers of Bonds will not receive physical certificates representing their interest in the Bonds. The Trustee will make payments of the principal of, interest, and premium,
if any, on the Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to
the Beneficial Owners of the Bonds is the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “THE BONDS – BOOK-
ENTRY SYSTEM” herein.
The Bonds are subject to optional, mandatory sinking account redemption and extraordinary redemption prior to their stated maturities, as described
herein. See “THE BONDS – Redemption Provisions” herein.
This cover page contains certain information for quick reference only and is not a summary of the security or terms of this issue. Potential investors are
advised to read the entire Official Statement, including the section entitled “BOND OWNERS’ RISKS,” to obtain information essential to the making of an
informed investment decision with respect to the purchase of the Bonds. _______________________
MATURITY SCHEDULE
(See Inside Cover Page) _______________________
THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM REVENUES AND CERTAIN FUNDS AND
ACCOUNTS HELD UNDER THE INDENTURE. THE AUTHORITY HAS NO TAXING POWER. THE OBLIGATION OF THE CITY TO MAKE BASE
RENTAL PAYMENTS UNDER THE LEASE AGREEMENT DOES NOT CONSTITUTE AN OBLIGATION OF THE CITY FOR WHICH THE CITY IS
OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION.
NEITHER THE BONDS NOR THE OBLIGATION OF THE CITY TO MAKE BASE RENTAL PAYMENTS UNDER THE LEASE AGREEMENT
CONSTITUTES AN INDEBTEDNESS OF THE CITY, STATE OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY DEBT LIMITATIONS. THE TRUSTEE DOES NOT HAVE THE RIGHT TO RESELL, RELET OR TAKE
POSSESSION OF THE LEASED FACILITIES IN THE EVENT OF DEFAULT.
The Bonds are offered when, as and if issued and accepted by the Underwriter, subject to the approving opinion of The Weist Law Firm, Los Gatos, California,
Bond Counsel to the Authority. Certain legal matters will be passed on for the Authority by The Weist Law Firm, Los Gatos, California, Disclosure Counsel, for the City
and the Authority by David Rapport, Esq., Ukiah, California, as City Attorney and Authority Counsel, for the Underwriter by Norton Rose Fulbright US LLP, Los Angeles,
California, and for the Trustee by its counsel. It is anticipated that the Bonds will be available for delivery through the book-entry facilities of DTC on or about October __,
2020.
[PIPER | SANDLER LOGO]
Dated: October __, 2020
______________________________
* Preliminary, subject to change.
Attachment 4
Page 21 of 174
MATURITY SCHEDULE*
(Base CUSIP† No. _____)
Tax-Exempt Bonds
Maturity Date
(October 1)
Principal
Amount
Interest
Rate Yield Price CUSIP†
$__________ – _.___% Term Bonds due October 1, 20__ Yield: _.___%, Price: __.___% CUSIP† ___
Taxable Bonds
Maturity Date
(October 1)
Principal
Amount
Interest
Rate Yield Price CUSIP†
$__________ – _.___% Term Bonds due October 1, 20__ Yield: _.___%, Price: __.___% CUSIP† ___
* Preliminary, subject to change.
† CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services (“CGS”), managed
by S&P Capital IQ on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way
as a substitute for the CGS database. None of the Authority, the City, the Municipal Advisor or the Underwriter is responsible for the selection,
uses or correctness of the CUSIP numbers set forth herein. CUSIP numbers have been assigned by an independent company not affiliated with the
Authority, the City, the Municipal Advisor or the Underwriter and are included solely for the convenience of the registered owners of the applicable
Bonds. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent
actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or
other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds.
c Priced to the optional par call date of October 1, 20__
Attachment 4
Page 22 of 174
UKIAH PUBLIC FINANCING AUTHORITY
Ukiah, California
AUTHORITY BOARD / CITY COUNCIL
Douglas Crane, Chair/Mayor
Juan Orozco, Vice Chair/Vice Mayor
Steve Scalmanini, Authority Member/Councilmember
Jim Brown, Authority Member/Councilmember
Maureen Mulheren, Authority Member/Councilmember
CITY / AUTHORITY STAFF
Sage Sangiacomo, City Manager/Executive Director
Allen Carter, City Treasurer
Daniel Buffalo, Finance Director/Authority Treasurer
Craig Schlatter, Community Development Director
Tim Eriksen, Public Works Director/City Engineer
Kristine Lawler, City Clerk/Secretary
David Rapport, Esq., City Attorney/Authority Counsel
PROFESSIONAL SERVICES
Bond Counsel and Disclosure Counsel
The Weist Law Firm
Los Gatos, California
Municipal Advisor
NHA Advisors, LLC
San Rafael, California
Trustee
The Bank of New York Mellon Trust Company, N.A.
Los Angeles, California
Attachment 4
Page 23 of 174
In making an investment decision investors must rely on their own examination of the terms of the
offering, including the merits and risks involved. These securities have not been recommended by any federal or
state securities commission or regulatory authority. Furthermore, neither the foregoing authorities nor Bond
Counsel or Disclosure Counsel have confirmed the accuracy or determined the adequacy of this document. Any
representation to the contrary is a criminal offense.
No dealer, broker, salesperson or other person has been authorized by the Authority or City to provide
any information or to make any representations in connection with the offering or sale of the Bonds other than as
contained herein and, if given or made, such other information or representation must not be relied upon as having
been authorized by the Authority or City. This Official Statement does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is
unlawful for such person to make such an offer, solicitation or sale. All references to and summaries of the
Indenture 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. For purposes of compliance with Rule 15c2-12
of the United States Securities and Exchange Commission, as amended (“Rule 15c2-12”), this Preliminary Official
Statement constitutes an “official statement” with respect to the Bonds that has been deemed “final” as of its date
except for the omission of no more than the information permitted by Rule 15c2-12.
This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements
contained in this Official Statement which involve estimates, forecasts or matter of opinion, whether or not
expressly so described herein, are intended solely as such and are not to be construed as a representation of facts.
Words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,”
“forecast,” “expect,” “intend” and similar expressions identify “forward looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that
could cause actual results to differ materially from those contemplated in such forward-looking statements. Any
forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be
realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences
between forecasts and actual results, and those differences may be material. This Official Statement is submitted
in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part,
for any other purpose, unless authorized in writing by the Authority or City.
The Underwriter has provided the following sentence for inclusion in this Official Statement: The
Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of its
responsibilities to investors under the federal securities laws applied to the facts and circumstances of this
transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The
information set forth herein has been obtained from sources which are believed to be reliable, but it is not
guaranteed as to accuracy or completeness. The information and expression of opinion herein are subject to change
without notice and neither delivery of this Official Statement nor any sale made under the Indenture shall, under
any circumstances, create any implication that there has been no change in the affairs of the Authority or City
since the date hereof.
THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.
IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE
BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AND OTHERS AT
PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE COVER PAGE HEREOF AND SAID
PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.
Attachment 4
Page 24 of 174
TABLE OF CONTENTS
Page
i
INTRODUCTION ............................................................................................................................................ 1
Purpose of Official Statement .................................................................................................................. 1
Authority for Issuance of the Bonds......................................................................................................... 1
Purpose of the Bonds ................................................................................................................................ 1
City Pension Funding Policy .................................................................................................................... 2
Security for the Bonds .............................................................................................................................. 2
Limited Obligation ................................................................................................................................... 3
No Debt Service Reserve ......................................................................................................................... 3
The City .................................................................................................................................................... 3
The Authority ........................................................................................................................................... 4
Description of the Bonds .......................................................................................................................... 4
Continuing Disclosure .............................................................................................................................. 4
Legal Opinion ........................................................................................................................................... 5
Forward-Looking Statements ................................................................................................................... 5
Risk Factors .............................................................................................................................................. 5
Further Information .................................................................................................................................. 6
PLAN OF FINANCE ....................................................................................................................................... 6
The Community Facilities Improvement Project ..................................................................................... 6
Estimated Sources and Uses of Bond Proceeds ....................................................................................... 7
Debt Service Requirements ...................................................................................................................... 8
THE LEASED FACILITIES ........................................................................................................................... 9
General Description .................................................................................................................................. 9
Estimated Value of the Leased Facilities ................................................................................................. 9
Modifications of Leased Facilities ........................................................................................................... 9
Substitution or Release of Leased Facilities ............................................................................................. 9
Limited Remedies .................................................................................................................................. 10
THE BONDS .................................................................................................................................................. 11
Authority for Issuance ............................................................................................................................ 11
General Provisions ................................................................................................................................. 11
Redemption Provisions .......................................................................................................................... 12
Book-Entry System ................................................................................................................................ 14
SECURITY FOR THE BONDS .................................................................................................................... 15
General ................................................................................................................................................... 15
Revenues; Pledge of Revenues .............................................................................................................. 15
Assignment to Trustee ............................................................................................................................ 16
Base Rental Payments ............................................................................................................................ 16
Additional Rental Payments ................................................................................................................... 17
Budget and Appropriation of Base Rental Payments ............................................................................. 17
No Debt Service Reserve ....................................................................................................................... 17
Abatement .............................................................................................................................................. 17
Insurance Coverages .............................................................................................................................. 18
Attachment 4
Page 25 of 174
TABLE OF CONTENTS (Cont.)
Page
ii
Maintenance, Utilities, Taxes and Assessments ..................................................................................... 19
Remedies on Default .............................................................................................................................. 20
THE AUTHORITY ........................................................................................................................................ 20
THE CITY ...................................................................................................................................................... 21
General ................................................................................................................................................... 21
City Government .................................................................................................................................... 22
Labor Relations ...................................................................................................................................... 22
CITY FINANCIAL INFORMATION ........................................................................................................... 23
Accounting and Financial Reporting ...................................................................................................... 23
COVID-19 Pandemic ............................................................................................................................. 24
General Fund, the Budget Process and Information ............................................................................... 26
Sales and Use Taxes ............................................................................................................................... 31
Franchise Tax ......................................................................................................................................... 33
Transient Occupancy Tax ....................................................................................................................... 33
Property Taxes ........................................................................................................................................ 34
Financial Statements .............................................................................................................................. 39
General Fund Historical Financial Data ................................................................................................. 40
Relevant Fiscal Policies ......................................................................................................................... 43
Risk Management ................................................................................................................................... 44
Employee Retirement System; CalPERS ............................................................................................... 45
General Fund Long-Term Indebtedness ................................................................................................. 51
OVERLAPPING DEBT OF THE CITY ....................................................................................................... 51
Direct and Overlapping Bonded Debt .................................................................................................... 51
BOND OWNERS’ RISKS ............................................................................................................................. 53
COVID-19 Pandemic ............................................................................................................................. 53
U.S. Economic Recession ...................................................................................................................... 53
Future Financial Condition ..................................................................................................................... 53
Additional Obligations of the City ......................................................................................................... 53
Substitution or Release of Leased Facilities ........................................................................................... 54
Base Rental Payments Are Not Debt ..................................................................................................... 54
No Reserve Fund .................................................................................................................................... 54
Abatement .............................................................................................................................................. 55
Limited Recourse on Default; No Right to Repossess; No Acceleration of Base Rental Payments ...... 55
Risk of Uninsured Loss .......................................................................................................................... 56
Accuracy of Assumptions ...................................................................................................................... 56
Eminent Domain .................................................................................................................................... 56
Hazardous Substances ............................................................................................................................ 57
Bankruptcy ............................................................................................................................................. 57
No Liability of Authority to the Owners ................................................................................................ 59
Dependence on State for Certain Revenues ........................................................................................... 59
Risks Related to Taxation in California ................................................................................................. 61
Attachment 4
Page 26 of 174
TABLE OF CONTENTS (Cont.)
Page
iii
Future Initiatives .................................................................................................................................... 65
Limitations on Remedies ........................................................................................................................ 65
Early Redemption Risk .......................................................................................................................... 66
Natural Disasters .................................................................................................................................... 66
Hazardous Substances ............................................................................................................................ 67
Cybersecurity ......................................................................................................................................... 67
Possible Insufficiency of Insurance Proceeds ........................................................................................ 67
Pension Benefit Liability ........................................................................................................................ 68
Loss of Tax Exemption .......................................................................................................................... 68
Economic, Political, Social, and Environmental Conditions ................................................................. 68
IRS Audit of Tax-Exempt Bonds ........................................................................................................... 69
Secondary Market Risk .......................................................................................................................... 69
FINANCIAL REPORT .................................................................................................................................. 69
TAX MATTERS ............................................................................................................................................ 69
Tax-Exempt Bonds ................................................................................................................................. 69
Taxable Bonds ........................................................................................................................................ 71
CERTAIN LEGAL MATTERS ..................................................................................................................... 72
CONTINUING DISCLOSURE ..................................................................................................................... 72
LITIGATION ................................................................................................................................................. 73
RATING ......................................................................................................................................................... 73
MUNICIPAL ADVISOR ............................................................................................................................... 73
UNDERWRITING ......................................................................................................................................... 73
MISCELLANEOUS ....................................................................................................................................... 74
APPENDICES
APPENDIX A: SUMMARY OF PRINCIPAL LEGAL DOCUMENTS ...…...……………………..………………A-1
APPENDIX B: AUDITED FINANCIAL STATEMENTS
OF THE CITY FOR FISCAL YEAR 2018-19 …………….……………...………………………..B-1
APPENDIX C: FORM OF CONTINUING DISCLOSURE CERTIFICATE…..…………..……………………….C-1
APPENDIX D: GENERAL INFORMATION REGARDING THE
CITY OF UKIAH AND SURROUNDING AREA...……….………….……………... D-1
APPENDIX E: FORM OF OPINION OF BOND COUNSEL….……………..……………….…………………… E-1
APPENDIX F: DTC AND THE BOOK-ENTRY ONLY SYSTEM ……………………..….…………..………… F-1
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OFFICIAL STATEMENT
$____________
UKIAH PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2020A
(Community Facilities Improvement Project)
$____________
UKIAH PUBLIC FINANCING AUTHORITY
TAXABLE LEASE REVENUE BONDS
SERIES 2020B
(CalPERS Prepayment Project)
INTRODUCTION
This introduction contains only a brief summary of certain terms of the Bonds, and a brief overview of
the contents of this Official Statement. It is only a brief description of and guide to, and is qualified by, more
complete and detailed information contained in 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 including the Appendices hereto. The offering of the Bonds to potential investors is
made only by means of the entire Official Statement. Capitalized terms used and not otherwise defined in the
body of the Official Statement shall have the meanings given to them in “APPENDIX A – SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS” hereto.
Purpose of Official Statement
This Official Statement, which includes the cover page and the appendices hereto, is provided to furnish
information in connection with the sale by the Ukiah Public Financing Authority (the “Authority”) of its Lease
Revenue Bonds, Series 2020A (Community Facilities Improvement Project) in the aggregate principal amount
of $____________ (the “Tax-Exempt Bonds”), and the Taxable Lease Revenue Bonds, Series 2020B (CalPERS
Prepayment Project) in the aggregate principal amount of $____________ (the “Taxable Bonds,” and together
with the Tax-Exempt Bonds, the “Bonds”).
Authority for Issuance of the Bonds
The Bonds are being issued pursuant to the provisions relating to the joint exercise of powers found in
Chapter 5 of Division 7 of Title 1 of the California Government Code, including the provisions of the Marks-
Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) (the “Bond Law”),
a Resolution adopted by the Board of Directors of the Authority on August 19, 2020 (the “Authority Resolution”),
a Resolution adopted by the City Council of the City of Ukiah (the “City”) on August 19, 2020 (the “City
Resolution,” and together with the Authority Resolution, the “Resolutions”), and an Indenture (the “Indenture”),
dated as October 1, 2020, by and between the Authority and The Bank of New York Mellon Trust Company,
N.A., as trustee (the “Trustee”).
Purpose of the Bonds
The Tax-Exempt Bonds are being issued for the purpose of funding (i) certain costs of the Community
Facilities Improvement Project; and (ii) the costs of issuance associated with the issuance and sale of the Tax-
Exempt Bonds. See “PLAN OF FINANCE” and “ESTIMATED SOURCES AND USES OF FUNDS” herein.
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The Taxable Bonds are being issued for the purpose of funding (i) certain costs of the CalPERS
Prepayment Project; and (ii) the costs of issuance associated with the issuance and sale of the Taxable Bonds.
See “PLAN OF FINANCE” and “ESTIMATED SOURCES AND USES OF FUNDS” herein.
City Pension Funding Policy
Like most municipalities throughout the State, the City is experiencing rising pension costs and
growing unfunded pension liabilities. On September __, 2020, the Ukiah City Council adopted a pension
funding policy to assist in the mitigation of the funding challenges. The pension funding policy, among other
things, provides guidance to City decision-makers when making annual budget decisions to help create and
maintain sustainable and fiscally sound budgets.
The issuance of the Taxable Bonds is part of the City’s strategy under the policy to address a
significant unfunded accrued liability (the “UAL”) associated with the City’s California Public Employees’
Retirement System (CalPERS) pension plans (the “Pension Plans”).
The objectives of the CalPERS Prepayment Project are to (1) increase the funded status for each of
the City’s three plans to about 93%; (2) create significant expected budgetary savings over the next 15 to 20
years, (3) level out the current escalating schedule of annual UAL payments due to CalPERS, which results
in a more predictable and fiscally sustainable repayment plan for the City’s pension liabilities, and (4) help
create enhanced resiliency for the General Fund of the City to handle adverse economic situations in the
future, including volatility in future CalPERS returns.
Security for the Bonds
The Bonds are special obligations of the Authority, secured under the Indenture and payable solely
from the Revenues (as defined below) pledged under the Indenture, as well as certain funds and accounts held
under the Indenture. The Revenues consist primarily of base rental payments (the “Base Rental Payments”)
to be made by the City to the Authority as the rental for real property and improvements thereon (the “Leased
Facilities”) under a Lease Agreement, dated as of October 1, 2020, by and between the Authority and the City
(the “Lease”), and from certain funds held under the Indenture and investment earnings thereon, and from net
proceeds of insurance or condemnation awards (collectively with the Base Rental Payments, the “Revenues”).
See “THE LEASED FACILITIES” and “SECURITY FOR THE BONDS” herein.
Pursuant to a Site Lease, dated as of October 1, 2020, by and between the City and the Authority, the
City has leased the Leased Facilities to the Authority (the “Site Lease”). The Authority has subleased the
Leased Facilities back to the City under the Lease. Under the Lease, the City will pay Base Rental Payments
to the Authority in each fiscal year (the “Fiscal Year”) in consideration of the use and possession of the Leased
Facilities from any source of legally available funds in an amount sufficient to pay the annual principal and
interest due with respect to the Bonds, subject to abatement, as described herein. See “LEASED FACILITIES”
herein.
The City has covenanted in the Lease to take such actions as may be necessary to include all Base
Rental Payments in its annual budgets and to make the necessary annual appropriations for all such Base Rental
Payments subject to complete or partial abatement of such Base Rental Payments resulting from a taking of
the Leased Facilities (either in whole or in part) under the powers of eminent domain or resulting from damage
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or loss of all or any portion of the Leased Facilities. See “BOND OWNERS’ RISKS – Base Rental Payments
Are Not Debt” and “– Abatement” herein.
All of the Authority’s right, title and interest in and to the Lease (apart from certain rights to receive
Additional Rental Payments, as defined therein, to the extent payable to the Authority, and other than certain
indemnification rights), and the Authority’s right to receive Base Rental Payments under the Lease relating
to the Bonds, are assigned to the Trustee under the Indenture and under an Assignment Agreement, dated as
of October 1, 2020, by and between the Trustee and the Authority (the “Assignment Agreement”) for the
benefit of Bondholders.
Under the Lease, the City has the right to substitute alternate real property or improvements for the
Leased Facilities, release existing property or add additional real property or equipment to the Leased
Facilities. See “LEASED FACILITIES – Substitution or Release of Leased Facilities” herein.
In general, the City is required under the Lease to pay to the Authority specified amounts for use
and possession of the Leased Facilities which amounts are calculated to be sufficient in both time and
amount to pay, when due, the principal of and interest on the Bonds. The City is also required to pay any
taxes and assessments levied on the Leased Facilities and all costs of maintenance and repair of the Leased
Facilities. Except for the Authority’s right, title and interest in and to the Base Rental Payments and
otherwise to the Lease which have been assigned to the Trustee, no funds or properties of the Authority
or the City are pledged to or otherwise liable for the obligations of the Authority.
Limited Obligation
The obligation of the City to pay Base Rental Payments and Additional Rental Payments do not
constitute a debt of the City, the County of Mendocino (the “County”), the State of California (the “State”)
or of any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or
restriction. The obligation of the City to pay Base Rental Payments and Additional Rental Payments under
the Lease does not constitute an obligation for which the City is obligated to levy or pledge any form of
taxation or for which the City has pledged any form of taxation.
No Debt Service Reserve
Neither the City nor the Authority have undertaken to fund any debt service reserve to secure the
payment of debt service on the Bonds.
The City
The City encompasses approximately five square miles and is located in Mendocino County (the
“County”), approximately 100 miles north of San Francisco in the northern coastal region of the State on U.S.
Highway 101. The area is centrally located between the San Francisco Bay area, Eureka and Sacramento. The
City was incorporated in 1876 and is a general law city operating under a City Council/City Manager form of
government. The City Council consists of 5 members, elected at-large to four-year terms. The City Council
selects the Mayor from one of the City Council members. The City Manager and City Attorney are appointed
by the City Council. The City has an estimated population of approximately 16,061 people. For other selected
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information concerning the City, see “THE CITY” and “APPENDIX D – GENERAL INFORMATION
REGARDING THE CITY OF UKIAH AND SURROUNDING AREA” herein.
The City’s general fund is not pledged to secure payment of, and the taxing power of the City is not
pledged for, the principal of and interest on the Bonds.
The Authority
The Authority is a joint powers authority established pursuant to that certain Joint Exercise of Powers
Agreement dated May 5, 2020 (the “JPA Agreement”). The Authority is governed by a five-member Board
of Directors (the “Board”), which consists of the members of the City Council of the City. The Authority was
created for the purpose of assisting the financing or refinancing of certain public capital facilities within the
City. Under the Bond Law, the Authority has the power to lease real property in furtherance of the acquisition
of public improvements necessary or convenient for the operation of the City, or to purchase bonds issued by
any local agency at public or negotiated sale and may sell such bonds to public or private purchasers at public
or negotiated sale. See “THE AUTHORITY” herein.
Description of the Bonds
Payment. Principal of the Bonds will be payable in each of the years and in the amounts set forth on
the inside cover page at the principal corporate office of the Trustee in Los Angeles, California. Interest on
the Bonds will be paid by check of the Trustee mailed on the interest payment date by first class mail to the
person entitled thereto. Initially, interest on and principal and premium, if any, of the Bonds will be payable
when due by wire of the Trustee to The Depository Trust Company, New York, New York (“DTC”), which
will in turn remit such interest, principal and premium, if any, to DTC Participants (as defined herein), which
will in turn remit such interest, principal and premium, if any, to Beneficial Owners (as defined herein) of the
Bonds. See “THE BONDS – Book-Entry System” and “APPENDIX F – DTC AND THE BOOK-ENTRY
ONLY SYSTEM” herein.
Redemption. The Tax-Exempt Bonds are subject to optional, extraordinary and mandatory sinking
account redemption prior to their stated maturity dates, as provided herein. The Taxable Bonds are subject
to extraordinary and mandatory sinking account redemption prior to their stated maturity dates, as provided
herein. See “THE BONDS – Redemption Provisions” herein.
Form of Bonds. The Bonds will be issued in fully registered form, without coupons, in the minimum
denominations of $5,000 or any integral multiple thereof. Any Bond may, in accordance with its terms, be
transferred or exchanged, pursuant to the provisions of the Indenture. See “THE BONDS – General” herein.
When delivered, the Bonds will be registered in the name of DTC, or its nominee. DTC will act as securities
depository for the Bonds. Purchasers of the Bonds will not receive certificates representing the Bonds
purchased. See “THE BONDS – Book-Entry System” and “APPENDIX F – DTC AND THE BOOK-ENTRY
ONLY SYSTEM” herein.
Continuing Disclosure
The City has agreed to provide, or cause to be provided, to the Municipal Securities Board’s
Electronic Municipal Market Access system (the “EMMA System”), certain annual financial information and
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operating data relating to the City, and, in a timely manner, notices of the occurrence of certain enumerated
events. The City has agreed to this arrangement in order to assist the Underwriter in complying with Securities
Exchange Commission Rule 15c2 12(b)(5), as amended (the “Rule”) adopted by the U.S. Securities Exchange
Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended. See “CONTINUING
DISCLOSURE” herein and APPENDIX D – “FORM OF CONTINUING DISCLOSURE CERTIFICATE”
hereto for a description of the annual reports and notices of enumerated events to be provided by the City.
The City has adopted a written Continuing Disclosure Policy to assist the City staff in complying
with the requirements of the Rule.
Legal Opinion
Upon delivery of the Bonds, The Weist Law Firm, Los Gatos, California, Bond Counsel (“Bond
Counsel”) will release its final approving legal opinion with respect to the Bonds, including the validity and
tax status of the Bonds, in the form attached hereto as APPENDIX E.
Forward-Looking Statements
Certain statements included or incorporated by reference in this Official Statement constitute
“forward-looking statements” within the meaning of the United States Private Securities Litigation Reform
Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A
of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the
terminology used such as “plan,” “intend,” “expect,” “propose,” “estimate,” “project,” “budget,” “anticipate,”
or other similar words. The achievement of certain results or other expectations contained in such forward-
looking statements involves known and unknown risks, uncertainties, and other factors that may cause the
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 presentation of
information herein, including tables of receipt of revenues, is intended to show recent historical information
and, except for budget discussions and certain other discussions pertaining to projected operating results, is
not intended to indicate future or continuing trends in the financial position or other affairs of the City. No
representation is made that past experience, as it might be shown by such financial and other information,
will necessarily continue or be repeated in the future. See “BOND OWNERS’ RISKS – Accuracy of
Assumptions” herein.
NO UPDATES OR REVISIONS TO THESE FORWARD-LOOKING STATEMENTS ARE
EXPECTED TO BE ISSUED IF OR WHEN THE EXPECTATIONS, EVENTS, CONDITIONS, OR
CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED CHANGE. THE FORWARD-
LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT ARE SUBJECT TO RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED IN OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. READERS
ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING
STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF.
Risk Factors
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The purchase of the Bonds involves certain risks. For a general discussion of certain special factors
and considerations relevant to an investment in the Bonds, in addition to the other matters set forth herein,
see “BOND OWNERS’ RISKS” herein. The Bonds are not appropriate investments for investors who are not
able to bear the associated risks. Investors should read the entire Official Statement to obtain information
essential to the making of an informed investment decision.
Further Information
Brief descriptions of the Bonds, the Indenture, the Lease, the Site Lease, the Assignment Agreement
and other documents agreements and statutes referred to in this Official Statement as well as the description
of the Bonds, do not purport to be comprehensive or definitive. Such summaries, references and descriptions
are qualified in their entireties by reference to each such document or statute. For definitions of certain
capitalized terms used herein and not otherwise defined, and a description of certain terms relating to the
Bonds, see “APPENDIX A – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” herein.
PLAN OF FINANCE
The Community Facilities Improvement Project
The Tax-Exempt Bonds are being issued primarily to reimburse the City for the cost to purchase a
commercial property (formally a Bank of America building) located in downtown Ukiah, and to pay certain
costs associated with renovating and preparing it for service as a City community facilities center. Proceeds
of the Tax-Exempt Bonds may also be used to finance the costs of certain other City public improvement
projects, including certain costs associated with a roof replacement project for a City owned museum.
The CalPERS Prepayment Project
The Taxable Bonds are being issued to reimburse the City approximately $5 million for pension costs
made in Fiscal Year 2020-21 and to pay off approximately $46 million of the City’s UAL owed to CalPERS
under certain of its respective Pension Plans. The UAL balance at any given point in time is a debt of the City
owed to CalPERS which is amortized over a set period of time with interest accruing at the present discount
rate of 7%. The UAL can be prepaid at any time without penalty.
Each Pension Plan is a multiple-employer defined benefit pension plan administered by the CalPERS.
All full-time and certain part-time City employees are eligible to participate in the CalPERS retirement and
disability benefits, annual cost of living adjustments and death benefits offered to plan members and their
beneficiaries. CalPERS acts as a common investment and administrative agent for participating public entities
within the State of California. Benefit provisions and all other requirements are established by State statute.
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Estimated Sources and Uses of Bond Proceeds
Table 1 sets forth the estimated sources and uses of funds relating to the issuance of the Bonds.
Table 1
UKIAH PUBLIC FINANCING AUTHORITY
SERIES 2020 LEASE REVENUE BONDS
ESTIMATED SOURCES AND USES OF FUNDS
Source of Funds: Tax-Exempt Bonds Taxable Bonds
Par amount of Bonds $____________ $____________
Plus(Less): Original Issue Premium(Discount)
Less: Underwriter’s Discount
Total Sources
Uses of Funds:
Transfer to 2020A Project Fund
Transfer to City
Transfer to CalPERS
Costs of Issuance Fund(1)
Total Uses
(1) Costs of Issuance include legal fees, municipal advisor fees, printing costs, rating agency fees, Trustee fees, and other miscellaneous expenses
in connection with the issuance, sale and delivery of the Bonds.
[Remainder of Page Intentionally Left Blank]
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Debt Service Requirements
The schedule below sets forth annualized debt service payments on the Bonds, assuming no optional or extraordinary redemptions of the Bonds
prior to maturity, other than mandatory sinking account redemptions.
DEBT SERVICE SCHEDULE
Tax-Exempt Bonds Taxable Bonds
Bond Year
Ending October 1 Principal Interest Debt Service Principal Interest Debt Service
Total
Debt Service(1)
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2024
2044
2045
2046
2047
2048
2049
2050
Totals
(1) Equal to the Base Rental Payments. See “SECURITY FOR THE BONDS – Base Rental Payments” herein.
Source: The Underwriter.
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THE LEASED FACILITIES
General Description
The Leased Facilities consist of certain City streets constituting an estimated ___ miles of linear
roadway, with approximately ___ lane miles, and equaling approximately ______ square feet of surface area.
Simultaneously with the delivery of the Bonds, the Authority will acquire a leasehold interest in the Leased
Facilities from the City. The Authority will sublease the Leased Facilities to the City pursuant to the Lease.
Under the Lease, the City has agreed to maintain the Leased Facilities in good working condition.
Estimated Value of the Leased Facilities
The City estimates that the Leased Facilities have a value of at least $__ million. The City and the
Authority, based on records they maintain, estimate the current annual fair rental value of the Leased Facilities
to be not less than the amount of the annual Base Rental Payments. Bondholders do not have a mortgage on
any portion of the Leased Facilities. The Trustee does not have the right to resell, relet or take possession of
the Leased Facilities in the Event of Default. See “BOND OWNERS’ RISKS – Limited Recourse on Default;
No Right to Repossess; No Acceleration of Base Rental Payments” and “SECURITY FOR THE BONDS –
Remedies on Default” herein.
Modifications of Leased Facilities
Under the Lease, the City will have the right during the term of the Lease to make additions,
modifications and improvements to the Leased Facilities or any portion thereof. Such additions, modifications
and improvements may not in any way damage the Leased Facilities, or cause the Leased Facilities to be used
for purposes other than those authorized under the provisions of state and federal law; and the Leased
Facilities, upon completion of any additions, modifications and improvements, must be of a value which is
not substantially less than the value thereof immediately prior to the making of such additions, modifications
and improvements. See “APPENDIX A – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” herein.
Substitution or Release of Leased Facilities
Under the Lease, the City has the option, at any time and from time to time, to substitute other real
property (the “Substitute Property”) for any portion of the Leased Facilities (the “Former Property”) or release
any identifiable real property and/or improvements currently constituting the Leased Facilities (in such case,
Substitute Property shall mean the Former Property less any released portion) upon satisfaction of all of the
requirements set forth in the Lease, which include the following requirements:
• No Event of Default under the Lease has occurred and is continuing;
• The City must file with the Authority and the Trustee sufficient memorialization of amendments
to the Lease and the Site Lease which replaces each respective Exhibit A in such documents with
a description of such Substitute Property which deletes therefrom the description of the Former
Property;
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• The City shall certify in writing to the Authority and to the Trustee that such Substitute Property
serves an essential governmental function of the City, and constitutes property which the City is
permitted to lease under the laws of the State of California;
• The substitution of the Substitute Property will not cause the City to violate any of its covenants,
representations and warranties made under the Lease;
• The City has certified in writing to the Authority and the Trustee that the annual fair rental value
of the Substitute Property after substitution or release will be at least equal to 100% of the
maximum amount of the Base Rental Payments becoming due in the then current Fiscal Year or
in any subsequent Fiscal Year, and that the useful economic life of the Substitute Property shall
be at least equal to the maximum remaining term of the Lease; and
• The City shall furnish to the Trustee an opinion of Bond Counsel addressed to the Trustee, the
City and the Authority to the effect that the substitution or release is permitted under the Lease
and will not in and of itself (i) impair the validity and enforceability of the Lease or (ii) impair
the exclusion of interest on the Tax-Exempt Bonds from the gross income of the owners thereof
for federal income tax purposes.
Upon the satisfaction of all conditions precedent to substitution set forth in the Lease, the Term of
the Lease will thereupon end as to the Former Property and commence as to the Substitute Property, and all
references to the Former Property will apply with full force and effect to the Substitute Property.
The City will not be entitled to any reduction, diminution, extension or other modification of the Base
Rental Payments whatsoever as a result of such substitution or release. The City and the Authority will
execute, deliver and cause to be recorded all documents required to properly discharge the Lease lien of record
against the Former Property. See “APPENDIX A – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS”
herein.
Limited Remedies
Nether the City nor the Authority have granted any security interest in the Leased Facilities for the
benefit of the Owner of the Bonds, and there is no remedy of foreclosure on the Lease Facilities upon the
occurrence of an Event of Default under the Indenture or the Lease.
If an Event of Default occurs under the Lease, there is no right for the Authority, the Trustee or the
Owners to terminate the Lease and re-let the Leased Facilities. See “BOND OWNERS’ RISKS – Limited
Recourse on Default; No Right to Repossess; No Acceleration of Base Rental Payments” and “SECURITY
FOR THE BONDS – Remedies on Default” herein.
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THE BONDS
Authority for Issuance
The Bonds are being issued under the Bond Law, the Resolutions and the Indenture.
General Provisions
General. The Bonds will initially be issued in book-entry only form, registered in the name of Cede
& Co., as nominee of DTC. Purchasers of the Bonds will not receive certificates representing their interests
therein, which will be held at DTC. See “THE BONDS – Book-Entry System” herein.
The Bonds. The Bonds will be issued as fully registered bonds in denominations of $5,000 or any
integral multiple thereof and will be dated the date of delivery. Interest on the Bonds will be payable
semiannually on April 1 and October 1 of each year (each, an “Interest Payment Date”), commencing April
1, 2021, by check mailed by the Trustee on each Interest Payment Date to the person whose name appears in
the registration books kept by the Trustee as the registered owner thereof as of the close of business on the
fifteenth calendar day of the month immediately preceding an interest payment date (a “Record Date”);
provided, however, that payment of interest may be by wire transfer in immediately available funds to an
account in the United States of America to any Owner of Bonds in the aggregate principal amount of
$1,000,000 or more. Interest on the Bonds shall be calculated based on a 360-day year consisting of twelve
30-day months.
Each Bond will bear interest from the Interest Payment Date next preceding the date of registration
thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment
Date, in which event it shall bear interest from such Interest Payment Date, or (b) unless it is authenticated
on or before March 15, 2021, in which event it shall bear interest from the date of delivery; provided, however,
that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond shall bear interest
from the Interest Payment Date to which interest has previously been paid or made available for payment
thereon.
The Bonds will mature in the amounts and on the dates, and bear interest at the rates per annum, set
forth on the inside front cover of this Official Statement. Principal of and premium, if any, on the Bonds are
payable upon presentation and surrender of the Bonds at the principal office of the Trustee in Los Angeles,
California.
Transfer or Exchange of the Bonds. Any Bond may, in accordance with its terms, be transferred on
the Registration Books by the person in whose name it is registered, in person or by his duly authorized
attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of
transfer, duly executed in a form approved by the Trustee.
Transfer of any Bond shall not be permitted by the Trustee during the period established by the
Trustee for selection of Bonds for redemption or if such Bond has been selected for redemption pursuant to
the Indenture.
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Whenever any Bond or Bonds shall be surrendered for transfer, the Authority will execute and the
Trustee will authenticate and deliver a new Bond or Bonds for a like aggregate principal amount and of like
maturity. The Trustee will require the Bond Owner requesting such transfer to pay any tax or other
governmental charge required to be paid with respect to such transfer. If a Bond is mutilated, lost, stolen or
destroyed, the Trustee, at the expense of the Owner of such Bond, will authenticate, subject to the provisions
of the Indenture, a new Bond of like tenor and amount. In the case of a lost, stolen or destroyed Bond, the
Trustee may require that an indemnity be furnished and payment of an appropriate fee for each new Bond
delivered in replacement of such Bond, and the Authority may require payment of the expenses of the
Authority, the City and the Trustee incurred in connection therewith.
Redemption Provisions
Optional Redemption Pertaining to Tax-Exempt Bonds. The Tax-Exempt Bonds maturing on or
before October 1, 20__, are not subject to optional redemption prior to their stated maturities. The Tax-Exempt
Bonds maturing on or after October 1, 20__, are subject to redemption prior to their stated maturities, on any
Business Day on or after October 1, 20__, as a whole or in part by such maturities as may be designated by
the Authority to the Trustee at least forty-five (45) days prior to the redemption date, and by lot within any
one maturity, from prepayments of Base Rental Payments made at the option of the City pursuant to the Lease,
at a redemption price equal to the principal amount of the Tax-Exempt Bonds to be redeemed, without
premium, plus accrued but unpaid interest to the redemption date.
Optional Redemption Pertaining to Taxable Bonds. The Taxable Bonds maturing on or before
October 1, 20__, are not subject to optional redemption prior to their stated maturities. The Taxable Bonds
maturing on or after October 1, 20__, are subject to redemption prior to their stated maturities, on any Business
Day on or after October 1, 20__, as a whole or in part by such maturities as may be designated by the Authority
to the Trustee at least forty-five (45) days prior to the redemption date, and by lot within any one maturity,
from prepayments of Base Rental Payments made at the option of the City pursuant to the Lease, at a
redemption price equal to the principal amount of the Taxable Bonds to be redeemed, without premium, plus
accrued but unpaid interest to the redemption date.
Extraordinary Redemption. The Bonds are subject to redemption prior to their respective maturity
dates, upon written notice from the Authority to the Trustee at least forty-five (45) days (or such lesser number
of days acceptable to the Trustee, in the sole discretion of the Trustee), as a whole or in part on a pro rata
basis, on any date from prepayments of Base Rental Payments made by the City pursuant to the Lease from
funds received by the City due to a taking of the Leased Facilities or any portion thereof under the power of
eminent domain or from insurance proceeds received by the City due to damage to or destruction of the
Leased Facilities or any portion thereof, under the circumstances and upon the conditions and terms prescribed
herein and in the Lease (the “Extraordinary Redemption”).
Extraordinary Redemption shall be made at a redemption price equal to the sum of the principal of
the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium.
To the extent Net Proceeds are not sufficient to redeem all Outstanding Bonds, the Tax-Exempt Bonds and
the Taxable Bonds shall be redeemed on a pro-rata basis, as designated pursuant to a Written Certificate of
the Authority.
Mandatory Sinking Account Redemption Pertaining to Tax-Exempt Bonds. The Tax-Exempt
Bonds maturing October 1, 20__ (the “20__ Tax-Exempt Term Bond”) is subject to mandatory redemption,
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in part by lot, from sinking account payments in each year as set forth in the following schedule, commencing
October 1, 20__, and on October 1 in each year thereafter to and including October 1, 20__ at a redemption
price equal to the principal amount of the 20__ Tax-Exempt Term Bond to be redeemed, plus accrued but
unpaid interest thereon to the date fixed for redemption, without premium.
Redemption Date
(October 1)
Principal Amount
To be Redeemed
_____________________
* Maturity
Notwithstanding the foregoing, if some but not all of the Tax-Exempt Term Bonds are redeemed
pursuant to the optional or special mandatory provisions of the Indenture, the aggregate principal amount of
the respective Tax-Exempt Term Bonds to be prepaid in each year thereafter under shall be reduced by the
aggregate principal amount of respective Tax-Exempt Term Bonds so prepaid, to be allocated among sinking
fund payments on a pro rata basis in integral multiples of $5,000.
Mandatory Sinking Account Redemption Pertaining to Taxable Bonds. The Taxable Bonds
maturing October 1, 20__ (the “20__ Taxable Term Bond”) is subject to mandatory redemption, in part by
lot, from sinking account payments in each year as set forth in the following schedule, commencing October
1, 20__, and on October 1 in each year thereafter to and including October 1, 20__ at a redemption price equal
to the principal amount of the 20__ Taxable Term Bond to be redeemed, plus accrued but unpaid interest
thereon to the date fixed for redemption, without premium.
Redemption Date
(October 1)
Principal Amount
To be Redeemed
_____________________
* Maturity
Notwithstanding the foregoing, if some but not all of the Taxable Term Bonds are redeemed pursuant
to the optional or special mandatory provisions of the Indenture, the aggregate principal amount of the
respective Taxable Term Bonds to be prepaid in each year thereafter under shall be reduced by the aggregate
principal amount of respective Taxable Term Bonds so prepaid, to be allocated among sinking fund payments
on a pro rata basis in integral multiples of $5,000.
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Selection of Bonds for Redemption. If less than all Outstanding Bonds maturing by their terms on
any one date are to be redeemed at any one time, the Trustee shall select the Bonds of such maturity date to
be redeemed in such maturities as the Authority shall designate (and by lot within any maturity). For purposes
of such selection, Bonds shall be deemed to be composed of $5,000 multiples of principal and any such
multiple may be separately redeemed.
Notice of Redemption. Notice of redemption shall be given by the Trustee not less than thirty (30)
nor more than sixty (60) days prior to the redemption date, by first class mail to each of the Owners designated
for redemption at their addresses appearing on the Bond registration books of the Trustee, to the Securities
Depositories (as such term is defined in the Indenture) and to one or more Information Services (as such term
is defined in the Indenture). Neither failure to receive any notice of redemption nor any defect in such notice
of redemption so given shall affect the validity of the proceedings for the redemption of such Bonds or the
cessation of the accrual of interest thereon.
Purchase in Lieu of Redemption. At any time prior to the selection of Bonds for redemption,
the Trustee may, upon written direction of the City, apply amounts held for redemption of Bonds to the
purchase of Bonds at public or private sale, as and when and at such prices (including brokerage and other
charges, but excluding accrued interest payable from the Interest Account) as the City may direct the Trustee,
except that the purchase price (exclusive of accrued interest) may not exceed the redemption price of such
Bonds; and provided further that in the case of optional redemption, in lieu of redemption at such next
succeeding date of redemption, or in combination therewith, amounts for redemption may be used for
payment of such Bonds to be redeemed in order of their due date as set forth in a request of the City.
Effect of Redemption. From and after the date fixed for redemption, if funds available for the
payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption shall
have been duly provided, such Bonds so called shall cease to be entitled to any benefit under the Indenture
other than the right to receive payment of the redemption price, and no interest shall accrue thereon from and
after the redemption date. All Bonds redeemed pursuant to the Indenture shall be canceled by the Trustee. All
moneys held by or on behalf of the Trustee for the payment of principal of or interest or premium on Bonds
whether at redemption or maturity, shall be held in trust for the account of the Owners thereof and the Trustee
shall not be required to pay Owners any interest on, or be liable to Owners for any interest earned on, moneys
so held.
Rescission of Redemption. The Authority has the right to rescind any notice of optional redemption
of Bonds by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of
redemption shall be cancelled 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 Bonds then called for redemption, and such cancellation
shall not constitute an Event of Default. The Authority and the Trustee 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 under the Indenture.
Book-Entry System
The Bonds will be issued as fully registered bonds in book-entry only form, registered in the name
of Cede & Co. as nominee of DTC, and will be available to ultimate purchasers in integral multiples of $5,000,
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under the book-entry system maintained by DTC. While the Bonds are subject to the book-entry system, the
principal, interest and any redemption premium with respect to a Bond will be paid by the Trustee to DTC,
which in turn is obligated to remit such payment to its DTC Participants for subsequent disbursement to
Beneficial Owners of the Bonds. Purchasers of the Bonds will not receive certificates representing their
interests therein, which will be held at DTC.
The Authority and the Trustee cannot and do not give any assurances that DTC, DTC Participants or
others will distribute payments of principal, interest or premium with respect to the Bonds paid to DTC or its
nominee as the registered owner, or will distribute any redemption notices or other notices, to the Beneficial
Owners, or that they will do so on a timely basis or will serve and act in the manner described in this Official
Statement. The Authority and the Trustee are not responsible or liable for the failure of DTC or any DTC
Participant to make any payment or give any notice to a beneficial Owner with respect to the Bonds or an
error or delay relating thereto. See “APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM” for
further information regarding DTC and the book-entry system.
SECURITY FOR THE BONDS
General
This section provides summaries of the security for the Bonds and certain provisions of the Indenture
and the Lease. See “APPENDIX A – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” for a more
complete summary of the Indenture and the Lease. Capitalized terms used but not defined in this section have
the meanings given in APPENDIX A.
Revenues; Pledge of Revenues
The Bonds are special obligations of the Authority secured by a first lien on and pledge of all of the
Revenues (and a pledge of all of the moneys in the Interest Account and the Principal Account, including all
amounts derived from the investment of such moneys), defined in the Indenture as all amounts received by
the Authority as lessor under the Lease, including, without limiting the generality of the foregoing, scheduled
Base Rental Payments, prepayments, and insurance (including rental interruption insurance) and
condemnation proceeds, and all interest, profits or other income derived from the investment of amounts in
any fund or account established under the Indenture.
Subject only to the provisions of the Indenture permitting the application thereof for the purposes and
on the terms and conditions set forth therein, all of the Revenues and all amounts (including proceeds of the
sale of the Bonds) held in any fund or account established under the Indenture are pledged to secure the
payment of the principal of and interest and premium (if any) on the Bonds in accordance with their terms
and the provisions of the Indenture. Said pledge constitutes a lien on and security interest in the Revenues
and such amounts and will attach, be perfected and be valid and binding from and after the Closing Date,
without the need for any physical delivery thereof or further act.
THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE
SOLELY FROM REVENUES AND AMOUNTS HELD IN THE FUNDS AND ACCOUNTS
ESTABLISHED UNDER THE INDENTURE. THE OBLIGATION OF THE CITY TO MAKE BASE
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RENTAL PAYMENTS DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE CITY IS
OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS
LEVIED OR PLEDGED ANY FORM OF TAXATION. THE OBLIGATION OF THE CITY TO MAKE
BASE RENTAL PAYMENTS DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY, THE
STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF
ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE TRUSTEE
DOES NOT HAVE THE RIGHT TO RESELL, RELET OR TAKE POSSESSION OF THE LEASED
FACILITIES IN THE EVENT OF DEFAULT.
See “BOND OWNERS’ RISKS – Limited Recourse on Default; No Right to Repossess; No
Acceleration of Base Rental Payments” and “SECURITY FOR THE BONDS – Remedies on Default” herein.
Assignment to Trustee
Under the Assignment Agreement, the Authority has transferred to the Trustee all of the rights of the
Authority in the Lease (other than the rights of the Authority under the provisions of the Lease regarding
Additional Rental Payments, advances, release and indemnification covenants, and agreement to pay
attorneys’ fees, and its rights to give approvals and consents thereunder).
The Trustee is entitled to collect and receive all of the Revenues, and any Revenues collected or
received by the Authority will be deemed to be held, and to have been collected or received, by the Authority
as the agent of the Trustee and will forthwith be paid by the Authority to the Trustee.
The Trustee is also entitled to and may, subject to the provisions of the Indenture regarding rights of
the Trustee, take all steps, actions and proceedings which the Trustee determines to be reasonably necessary
in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and
all of the obligations of the City under the Lease.
Base Rental Payments
Under the Lease, subject to the provisions of Lease regarding abatement and prepayment, the City
agrees to pay to the Authority, its successors and assigns, the Base Rental Payments in the respective amounts
specified in the Lease, to be due and payable in immediately available funds on the Interest Payment Dates
immediately following each of the respective Lease Payment Dates specified in the Lease, and to be deposited
by the City with the Trustee on each of the Lease Payment Dates specified in the Lease. Each Lease Payment
Date is the 25th day of the month immediately preceding the corresponding Interest Payment Date.
Under the Lease, the City agrees to make Base Rental Payments for the beneficial use of the Leased
Facilities, and to take such action as is necessary to annually budget for and to appropriate such amounts. See
“– Budget and Appropriation of Base Rental Payments” below.
See “THE LEASED FACILITIES” and “APPENDIX A – SUMMARY OF PRINCIPAL LEGAL
DOCUMENTS – The Lease” herein.
The City’s obligation to make Base Rental Payments is subject to abatement in the event of
substantial interference with the use and possession of all or a part of the Leased Facilities. See “BOND
OWNERS’ RISKS – Abatement” herein.
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The Base Rental Payments are structured to produce Revenues sufficient to pay principal and interest
on the Bonds when due. Scheduled Base Rental Payments are set forth herein under the heading “Plan of
Finance – Debt Service Requirements.”
Additional Rental Payments
Under the Lease, in addition to Base Rental Payments, the City has agreed to pay Additional Rental
Payments in such amounts in each year as shall be required for the payment of all costs and expenses (not
otherwise paid for or provided for out of the proceeds of sale of the Bonds) incurred by the Authority or the
Trustee in connection with the execution, performance or enforcement of the Lease or the assignment thereof,
the Indenture, or the Authority’s or the Trustee’s interest in the Leased Facilities, including, but not limited
to, all fees, costs and expenses, all administrative costs of the Authority relating to the Leased Facilities
(including, without limiting the generality of the foregoing, salaries and wages of employees, overhead,
insurance premiums, taxes and assessments (if any), expenses, compensation and indemnification of the
Trustee payable by the Authority under the Indenture), fees of auditors, accountants, attorneys or engineers,
and all other reasonable and necessary administrative costs of the Authority or charges required to be paid by
it to comply with the terms of the Bonds or of the Indenture. Such Additional Rental Payments shall be billed
to the City by the Authority or the Trustee from time to time. Amounts so billed shall be paid by the City
within thirty (30) days after receipt of the bill by the City.
Budget and Appropriation of Base Rental Payments
The Lease provides that, from and after the date on which the City takes possession of the Leased
Facilities and unless the Lease is terminated, the City shall take such action as may be necessary to include
all Base Rental Payments in each of its annual budgets and to make necessary appropriations for all such Base
Rental Payments coming due and payable during the period covered by such budget, subject only to abatement
as provided in the Lease. The amounts payable to the Trustee under the Lease are to be used to make payments
of the principal of and interest on the Bonds, plus other fees, expenses and reimbursements as specified in the
Indenture.
The City’s revenues are derived in part from ad valorem property taxes. Such taxes are subject to
limitations under Article XIIIA of the California Constitution. The City has the capacity to enter into other
obligations which may constitute additional charges against its general fund revenues. To the extent that
additional obligations are incurred by the City, the funds available to make Base Rental Payments and
Additional Rental Payments, if any, may be decreased. Appropriations of the City are subject to limitation
under Article XIIIB of the California Constitution. See “BOND OWNERS’ RISKS – Risks Related to
Taxation in California” herein.
No Debt Service Reserve
Neither the City nor the Authority have undertaken to fund any debt service reserve to secure the
payment of debt service on the Bonds.
Abatement
The Lease provides that the obligation of the City to pay Base Rental Payments will be subject to
abatement during any period in which by reason of any damage, destruction or condemnation there is
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substantial interference with the use and occupancy of the Leased Facilities or any portion thereof by the City.
Such abatement shall continue for the period commencing with the date of interference resulting from such
damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Leased
Facilities, and ending with the substantial completion of the work of repair or replacement of the Leased
Facilities, or the portion thereof so damaged or destroyed.
In the event of any such damage or destruction, the Lease continues in full force and effect and the
City waives any right to terminate the Lease by virtue of any such damage and destruction.
In the case of abatement due to a partial or temporary taking of the Leased Facilities under the power
of eminent domain, (i) the Lease shall continue in full force and effect with respect thereto, and (ii) the Base
Rental Payments are subject to abatement in an amount determined by the City such that the resulting Base
Rental Payments represent fair consideration for the use and occupancy of the remaining usable portions of
the Leased Facilities not damaged or destroyed. If all of the Leased Facilities are taken permanently under
the power of eminent domain or sold, Base Rental Payments will cease as of the day such possession is taken.
Notwithstanding the foregoing, under the Lease, the Base Rental Payments will not be subject to
abatement to the extent that amounts in the Insurance and Condemnation Fund (i.e. proceeds of insurance
against accident to or destruction of the Leased Facilities collected by the City or the Authority in the event
of any such accident or destruction (including rental interruption insurance)) or in the Bond Fund are available
to pay Base Rental Payments which would otherwise be abated.
Insurance Coverages
Pursuant to the Lease, the City shall secure and maintain or cause to be secured and maintained at all
times with insurers of recognized responsibility or through a program of self-insurance to the extent
specifically permitted in the Lease, all coverage on the Leased Facilities required by the Lease. Such insurance
shall consist of comprehensive general liability coverage against claims for damages including death, personal
injury, bodily injury or property damage arising from operations involving the Leased Facilities. Such
insurance shall afford protection with a combined single limit of not less than [$1,000,000] per occurrence
with respect to bodily injury, death or property damage liability, or such greater amount as may from time to
time be recommended by the City’s risk management officer or an independent insurance consultant retained
by the City for that purpose, subject to a deductible clause of not to exceed [$500,000]. The City’s
comprehensive general liability coverage may be satisfied by self-insurance. Insurance also includes casualty
insurance, throughout the term of the Lease, against loss or damage to any or all of the Leased Facilities by
fire and lightning, with extended coverage and vandalism and malicious mischief insurance, and against loss
of Leased Facilities by theft. Such extended coverage insurance shall, as nearly as practicable, cover loss or
damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally
covered by such insurance. The casualty insurance required by the Lease shall be in an amount not less than
the principal amount of the Outstanding Bonds, if the Leased Facilities is other than streets in the City. The
City’s casualty insurance coverage may be satisfied by self-insurance.
The Lease also requires workers’ compensation insurance to be issued by a responsible carrier
authorized under the laws of the State to insure employers against liability for compensation under the Labor
Code of the State, or any act enacted as an amendment or supplement thereto or in lieu thereof, such workers’
compensation insurance to cover all persons employed by the City in connection with the Leased Facilities
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and to cover full liability for compensation under any such act; provided, however, that the City’s obligations
under such worker’ compensation insurance may be satisfied by self-insurance. All policies or certificates
issued by the respective insurers for insurance, with the exception of workers’ compensation insurance, shall
provide that such policies or certificates shall not be canceled or materially changed without at least 30 days’
prior written notice to the Authority and the Trustee. Certificates of comprehensive general liability and
workers’ compensation insurance shall be furnished by applicable insurers to the City, and, at least ten days
prior to the expiration dates of such policies, if any, evidence of renewals shall be deposited with the Trustee.
If the City elects to provide self-insurance, the City shall annually cause to be delivered to the Trustee, upon
request, a certificate of an Insurance Consultant certifying to the adequacy of the City’s reserves for such
insurance. All policies or certificates of insurance provided for in the Lease shall name the City as a named
insured and the Trustee as an additional insured. Notwithstanding the generality of the foregoing, the City
shall not be required to maintain or cause to be maintained more insurance than is specifically referred to
above or any policies of insurance other than standard policies of insurance with standard deductibles offered
by reputable insurers at a reasonable cost on the open market.
See APPENDIX C- “SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL
DOCUMENTS - THE LEASE.”
Maintenance, Utilities, Taxes and Assessments
During such time as the City or any assignee or sublessee thereof is in possession of the Leased
Facilities, all maintenance and repair, ordinary or extraordinary, of the Leased Facilities shall be the
responsibility of the City, and the City shall pay for or otherwise arrange for the payment of (a) all utility
services supplied to the Leased Facilities, (b) the cost of operation of the Leased Facilities, and (c) the costs
of maintenance of and repair to the Leased Facilities resulting from ordinary wear and tear or want of care on
the part of the City. The City shall, at the City’s sole cost and expense, keep and maintain the Leased Facilities
clean and in a safe and good condition and repair. The Authority has no obligation to alter, remodel, improve,
repair, decorate, or paint the Leased Facilities or any part thereof.
The City shall comply with all statutes, ordinances, regulations, and other requirements of all
governmental entities that pertain to the occupancy or use of the Leased Facilities. The Authority has no
responsibility or obligation whatsoever to construct any improvements, modifications or alterations to the
Leased Facilities.
The Authority and the City contemplate that the Leased Facilities will be used for public purposes by
the City and, therefore, that the Leased Facilities will continue to be exempt from all taxes presently assessed
and levied with respect to real and personal property. In the event that the use, possession or acquisition by
the Authority or the City of the Leased Facilities is found to be subject to taxation in any form, the City will
pay during the term of the Lease, as the same respectively become due, all taxes and governmental charges
of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the
Leased Facilities and any other property acquired by the City in substitution for, as a renewal or replacement
of, or a modification, improvement or addition to the Leased Facilities; provided, that with respect to any
governmental charges or taxes that may lawfully be paid in installments over a period of years, the City shall
be obligated to pay only such installments as are accrued during such time as the Lease is in effect.
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Remedies on Default
Failure by the City to make Base Rental Payments, or failure to pay Additional Rental Payments or
to observe and perform any other terms, covenants or conditions contained in the Lease or in the Indenture
for a period of 30 days after written notice of such failure and request that it be remedied has been given to
the City by the Authority or the Trustee, constitute Events of Default under the Lease. Such events permit the
Trustee or the Authority to pursue any and all available remedies. However, notwithstanding anything in the
Lease or in the Indenture to the contrary, neither the Authority nor the Trustee have any right, under the Lease,
the Site Lease or otherwise, to sell, repossess or re-lease the Leased Facilities, nor is there any right under any
circumstances to accelerate the Base Rental Payments or otherwise declare any Base Rental Payments that
are not then in default to be immediately due and payable. See “BOND OWNERS’ RISKS – Limited
Recourse on Default; No Right to Repossess; No Acceleration of Base Rental Payments” herein.
Following an event of default, the Authority or the Trustee may elect either to terminate the Lease
and seek to collect damages from the City or to maintain the Lease in effect and seek to collect the Base
Rental Payments as they become due. Under the Assignment Agreement, the Authority assigns all of its rights
with respect to remedies in an Event of Default to the Trustee, so that all such remedies will be exercised by
the Trustee and the Bond Owners as provided in the Indenture. See “BOND OWNERS’ RISKS – Limited
Recourse on Default; No Right to Repossess; No Acceleration of Base Rental Payments” herein.
In the Event of Default, there is no remedy of acceleration of the total Base Rental Payments due
over the term of the Lease and neither the Authority nor the Trustee are empowered to sell or re-let the Leased
Facilities and use the proceeds of such sale or re-letting to redeem the Certificates or pay debt service with
respect thereto.
The City will be liable only for Base Rental Payments on an annual basis and, in the Event of Default,
the Authority or Trustee would be required to seek a separate judgment each year for that year’s defaulted
Base Rental Payments. Any such suit for money damages would be subject to limitations on legal remedies
against municipalities in California, including a limitation on enforcement of judgments against funds of a
Fiscal Year other than the Fiscal Year in which the Base Rental Payments were due and against funds needed
to serve the public welfare and interest.
THE AUTHORITY
The Authority is a joint exercise of powers authority duly organized and existing under and pursuant
to that Joint Exercise of Powers Agreement dated as of May 5, 2020, by and between the City and the
Industrial Development Authority of the City of Ukiah, 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 Authority was formed for the purpose, among others, of assisting the City in the acquisition,
construction and financing of public improvements that are of public benefit to the City. Under the Bond Law,
the Authority has the power to lease real property in furtherance of the acquisition of public improvements
necessary or convenient for the operation of the City, or to purchase bonds issued by any local agency at
public or negotiated sale and may sell such bonds to public or private purchasers at public or negotiated sale.
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The Authority is governed by a five-member Board of Directors (the “Board”), which consists of the
members of the City Council of the City. The Mayor and the Vice Mayor of the City serve as the Chair and
Vice Chair, respectively, the City Manager serves as the Executive Director, the City Clerk serves as the
Secretary, and the City’s Finance Director serves as the Treasurer of the Authority.
THE CITY
General
The City of Ukiah is the county seat and largest city in Mendocino County. City Hall is located at
300 Seminary Avenue, Ukiah, California. The Ukiah Police Department is also located at City Hall. The City
encompasses approximately five square miles and is located in Mendocino County, approximately 100 miles
north of San Francisco in the northern coastal region of the State on U.S. Highway 101. The area is centrally
located between the San Francisco Bay area, Eureka and Sacramento. The City was incorporated in 1876 and
is a general law city operating under a City Council/City Manager form of government. The City has an
estimated population of approximately 16,061 people, with approximately 104,452 people living within a 30-
minute drive radius. The City’s Fiscal Year begins on July 1 and ends June 30 of the following year. The City
enjoys a moderate climate, with summers that are long, comfortable, arid, and mostly clear and the winters
that are short, cold, wet, and partly cloudy. See “APPENDIX D – GENERAL INFORMATION
REGARDING THE CITY OF UKIAH AND SURROUNDING AREA” herein.
With both City and County administrative offices within the City, Ukiah boasts a large number of
public sector employment opportunities, particularly in education and social services. Outside the public
sector, the City is known for strong retail and service industries and a bustling tourism industry catering to
travelers and adventurers looking to explore the Ukiah Valley. Additionally, the City is surrounded by mineral
rich agricultural lands capable of supporting viticulture operations. In recent years, the region has seen an
increase in local vineyards opening adjacent to the City. The increase in local wine production and processing
reflects the increasing popularity of the Ukiah Valley as a wine region and destination.
The City provides police, fire, street and infrastructure maintenance, storm drain, park and
community recreation, museum, community development and other services to residents. The City also
provides water, wastewater and electric services through the operations of its utility enterprises and operates
an airport, golf course and civic center.
As described further below under the caption “CITY FINANCIAL INFORMATION—COVID-19
Pandemic,” the COVID-19 Pandemic and economic recession is expected to materially adversely impact the
City’s financial condition.
Historical information set forth in this Official Statement, including Appendix D hereto, is not
intended to be predictive of future results.
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City Government
The City operates under a Council-City Manager structure of government. Policy making and
legislative authority are vested in the City Council, which is responsible, among other matters, for passing
resolutions and ordinances, adopting the City budget, appointing committees, and hiring the City Manager.
The City Council is comprised of five members elected by the voters citywide, serving in staggered 4-year
terms. The Mayor is appointed by the City Council to one-year terms, and the Council is elected to four-year
staggered terms, with members elected every two years. The City Manager is responsible for carrying out the
policies and ordinances of the City Council, for overseeing the day-to-day operations of the City, and for
appointing the heads of the various departments.
The City Council of the City currently consists of the following persons:
Council Member Position Expiration of Term
Douglas Crane Mayor November 2020
Juan Orozco Vice Mayor November 2022
Steve Scalmanini Council Member November 2020
Jim Brown Council Member November 2022
Maureen Mulheren Council Member November 2022
Following are short biographies of the City Manager and Finance Director:
Sage Sangiacomo. Mr. Sangiacomo serves as the City Manager of the City and the Executive
Director of the Authority. Mr. Sangiacomo has served as the City Manager of the City since June 2015 and
has over 22 years of experience in municipal administration. In his role as City Manager, Mr. Sangiacomo
serves as the administrative head of the City and is responsible for the operation of all City departments. Prior
to becoming City Manager, Mr. Sangiacomo served the City as a Community Services Supervisor from 1998
to 2005, the Community Services Director from 2005 to 2009 and an Assistant City Manager from 2009 to
2015. Mr. Sangiacomo is a credentialed city manager by the International City/County Managers Association
and holds a bachelor’s degree from the University of California, Davis.
Daniel Buffalo. Mr. Buffalo serves as the Finance Director of the City and the Treasurer of the
Authority. Mr. Buffalo was appointed by the City Council in July of 2016, after serving as Finance Director
for the City of Lakeport, California. Mr. Buffalo has over fourteen years of local government experience in
finance and municipal management, including debt management, continuing disclosure, financial reporting,
and budgeting. He holds a bachelor’s degree in Political Science from the University of California, Davis
(2002); a master’s degree in public administration from the University of Southern California (2005); a
certificate in governmental accounting from the University of Georgia, Carl Vinson Institute of Government;
and a certificate of completion of the Advanced Government Finance Institute offered by the Government
Finance Officers of America (GFOA) and the University of Wisconsin, Madison. Additionally, Mr. Buffalo
is a Certified Public Accountant, licensed in the State of California.
Labor Relations
The City had approximately 220 full and part-time employees as of June 30, 2020. City employees
are represented by seven labor organizations. The City characterizes labor relations as being good, stable and
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productive. All seven labor organizations are currently operating under a 1-year extensions of respective labor
agreements, effective through June 30, 2021. The City has not experienced a major work stoppage by City
employees in the last five years.
CITY FINANCIAL INFORMATION
Accounting and Financial Reporting
The City maintains its accounting records in accordance with Generally Accepted Accounting
Principles (“GAAP”) and the standards established by the Governmental Accounting Standards Board
(“GASB”).
The Governmental Accounting Standards Board published its Statement No. 34, Basic Financial
Statements – and Management’s Discussion and Analysis – for State and Local Governments, on June 30,
1999 (“GASB Statement No. 34”). GASB Statement No. 34 provides guidelines to auditors, state and local
governments and special purpose governments such as school districts and public utilities, on new
requirements for financial reporting for all governmental agencies in the United States. Generally, the basic
financial statements and required supplementary information should include (i) Management’s Discussion
and Analysis; (ii) government-wide financial statements prepared using the economic measurement focus and
the accrual basis of accounting and fund financial statements prepared using both the current financial
resources measurement focus and the modified accrual method of accounting (governmental funds) and funds
using the economic measurement focus and the accrual basis of accounting (proprietary funds) and (iii)
required supplementary information. The City’s financial statements are prepared in conformance with the
requirements of GASB Statement No. 34.
In the government-wide Statement of Net Position and Statement of Activities in the City’s audited
financial statements for the Fiscal Year ending June 30, 2019, both governmental and proprietary activities
are presented using the accrual basis of accounting. Under the accrual basis of accounting, revenues are
recognized when earned and expenses are recorded when the liability is incurred or economic asset is used.
Revenues, expenses, gains, losses, assets and liabilities resulting from exchange and exchange-like
transactions are recognized when the exchange takes place.
In the fund financial statements, governmental funds are presented on the modified accrual basis of
accounting. Under the modified accrual basis of accounting, revenues are recognized when “measurable and
available.” Measurable means knowing or being able to reasonably estimate the amount. Available means
collectible within the current period or soon enough thereafter to pay current liabilities. The City defines
available to be within 60 days of year-end. Expenditures (including capital outlay) are recorded when the
related fund liability is incurred, except for principal and interest on long-term liabilities, claims and
judgments, and compensated absences, which are reported when due. Governmental capital asset acquisitions
are reported as expenditures in governmental funds. Proceeds for governmental long-term liabilities and
acquisitions under capital leases are reported as other financing sources.
Those revenues susceptible to accrual include taxes and intergovernmental revenues. All other
revenue items are considered to be measurable and available only when cash is received by the government.
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Impact fees are received and recognized as revenue upon project completion and inspection. Certain indirect
costs are included in program expenses reported for individual functions and activities.
Grant revenues are recognized in the Fiscal Year in which all eligibility requirements are met. Under
the terms of grant agreements, the City may fund certain programs with a combination of cost-reimbursement
grants, categorical block grants, and general revenues. Thus, both restricted and unrestricted net position are
available to finance program expenditures. The City’s policy is to first apply restricted grant resources to such
programs, followed by general revenues if necessary.
All proprietary funds utilize the accrual basis of accounting. Under the accrual basis of accounting,
revenues are recognized when earned and expenses are recorded when the liability is incurred or economic
asset is used. Proprietary funds distinguish operating revenues and expenses from nonoperating items.
Operating revenues and expenses generally result from providing services and producing and delivering
goods in connection with a proprietary funds’ principal operations. The principal operating revenues of the
enterprise and internal service funds are charges for services. Operating expenses for proprietary funds
include the cost of sales and services, administrative expenses, and depreciation on capital assets. All revenues
and expenses not meeting this definition are reported as non-operating revenues and expenses. When both
restricted and unrestricted resources are available for use, it is the City’s policy to use restricted resources
first, then unrestricted resources as they are needed.
The City’s fiduciary funds consist of a private-purpose trust fund, which is reported using the
economic resources measurement focus, and agency funds, which have no measurement focus, but utilizes
the accrual basis for reporting assets and liabilities.
The City Council employs, at the beginning of each Fiscal Year, an independent certified public
accounting firm which, at such time or times as specified by the City Council, at least annually, at such other
times as such firm shall determine, examines the books, records, inventories and reports of all officers and
employees who receive, control, handle or disburse public funds and of all such other officers, employees or
departments as the City Council may direct. As soon as practicable after the end of the Fiscal Year, a final
audit and report is submitted by such firm to the City Council and a copy of the financial statements as of the
close of the Fiscal Year is published.
COVID-19 Pandemic
The spread of the novel strain of coronavirus called SARS-CoV-2 that causes the disease known as
COVID-19 (the “COVID-19,” and sometimes referred to herein as the “Pandemic”), and local, state and
federal actions in response to COVID-19, are having a significant impact on the City’s operations and
finances. In response to the increasing number of cases of COVID-19 and fatalities, health officials and
experts are recommending, and some governments are mandating, a variety of responses ranging from travel
bans and social distancing practices, to complete shutdowns of certain services and facilities. On March 4,
2020, as part of the State’s response to address the outbreak, the Governor declared a state of emergency. On
March 13, President Donald Trump declared a national emergency, freeing up funding for federal assistance
to state and local governments. Many school districts across the state have temporarily closed some or all
school campuses in response to local and state directives or guidance. On March 19, 2020, the Governor
issued Executive Order N-33-20, a mandatory statewide shelter-in-place order applicable to all non-essential
services.
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In May 2020, the Governor outlined a phased approach to re-opening businesses in California. As a
result of State and local actions taken to slow the spread of COVID-19, a number of businesses have had to
close and other businesses, such as restaurants, have been permitted to stay open subject to certain conditions.
These circumstances, among other market factors, have led to increased unemployment since the beginning
of the COVID-19 outbreak in the United States. In addition to increased unemployment, financial markets in
the United States and globally have been volatile, with significant declines attributed to coronavirus concerns.
On July 13, 2020, the Governor issued another order requiring all counties within the State to close
indoor operations in certain sectors, including dine-in restaurants, wineries and tasting rooms, movie theatres,
family entertainment centers, zoos and museums and cardrooms. The Governor’s July 13, 2020 order also
required certain counties (including the County) to shut down additional industries and activities, including
gyms and fitness centers, places of worship and cultural ceremonies (such as wedding and funerals), offices
for non-critical infrastructure sectors, personal care services (such as nail salons, body waxing and tattoo
parlors) and shopping malls.
While the effects of COVID-19 may be temporary, the outbreak and governmental actions responsive
to it are altering the behavior of businesses and people in a manner that is having significant negative impacts
on global and local economies. In addition, stock markets in the U.S. and globally have seen significant
declines attributed to coronavirus concerns. CalPERS has reportedly lost significant value in its investments
as a result of declines in the stock market and elsewhere, which could result in a significant increase in the
City’s unfunded pension liability and future pension costs, commencing in Fiscal Year 2022-23. See the
caption “– Employee Retirement System” below. The outbreak has resulted in increased pressure on State
finances, as budgetary resources are directed towards containing the Pandemic and tax revenues sharply
decline. Identified cases of COVID-19 and deaths attributable to the COVID-19 outbreak are continuing to
increase throughout the United States, including the City. The COVID-19 outbreak is expected to result in
material declines in major General Fund revenues. In addition, Governor Newsom extended the deadline to
file and pay first quarter sales and use tax returns by 90 days for all but the very largest taxpayers, and up to
361,000 California businesses with less than $5 million in taxable annual sales will be allowed to defer up to
$50,000 in sales tax and enter into 12-month payment plans at zero interest. This will result in delays in the
receipt by the City of its portion of the delayed payments.
In response to the Pandemic, the City has taken actions to activate its emergency operations center,
temporarily close all non-essential City services, introduced teleworking as and where appropriate,
implemented daily screening of all employees, and abided by all state and federal guidelines and orders. The
City actively monitors the COVID-19 situation in the community and acts swiftly to issue additional executive
orders to mitigate the spread of the virus. Additionally, the City has forged a strong relationship with the
Mendocino County Health Department and local medical clinics to ensure timely sharing of information and
coordinated responses to issues. The City has extended a moratorium on late penalties and shutoffs for
nonpayment of utility bills multiple times as the COVID-19 Pandemic affects the community.
On March 27, Congress passed and the President signed the $2.2 trillion Coronavirus Aid, Relief,
and Economic Stabilization Act (the “CARES Act”) that provides, among other measures, $150 billion in
financial assistance to states, tribal governments and local governments to provide emergency assistance to
those most significantly impacted by COVID-19. The City expects to receive approximately $150,000 in
CARES Act funds through the State by the end of calendar year 2020.
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The financial and operating data contained in this Official Statement are the latest available, but are
“as of” dates and for periods prior to the economic impact of the Pandemic and measures instituted to slow
it. Accordingly, they are not indicative of the current financial condition or future prospects of the City. The
City continues to monitor the spread of COVID-19 and is working with local, state, and national agencies to
address the potential impact of the Pandemic upon the City. While the overall potential impact of the
Pandemic on the City cannot be quantified at this time, the continued outbreak of COVID-19 could lead to
additional or modified public health restrictions and have an adverse effect on the City’s operations and
financial condition, and the effect could be material. Prospective investors should assume that the restrictions
and limitations related to COVID-19, and the current disruption to the national and global economies, will
increase at least over the near term, recovery may be prolonged and, therefore, may have an adverse impact
on the City’s finances. See the caption “– General Fund, the Budget Process and Information” below for a
discussion of the City’s fiscal year 2020-21 Adopted Budget and the potential impacts of COVID-19 on City
finances.
General Fund, the Budget Process and Information
The City’s General Fund is its primary operating fund, and is where the City accounts for all its
general-purpose revenues. It is distinguished from the City’s other governmental funds that are used to
account for special purpose revenues, capital projects, debt service activities, and monies held for the benefit
of others.
The City operates on a Fiscal Year basis that begins on the first day of July of each year and ends on
the thirtieth day of June the following year. The annual budget adopted by the City Council provides for the
general operation of the City. Development of the City’s annual budget is a process which generally begins
in February and March and continues until the budget is adopted by the City Council in June. The General
City Budget includes programs which are provided on a largely city-wide basis. The programs and services
are financed primarily by the City’s share of sales tax, property tax, revenues from the State and/or federal
government, and charges for services provided.
The City Council approves total budgeted appropriations and any amendments to appropriations
throughout the Fiscal Year. Appropriations lapse at Fiscal Year-end. The City Council generally reauthorizes
appropriations for continuing projects and activities. The City Council has the legal authority to amend the
budget of any fund at any time during the Fiscal Year. The budgetary level of control (the level on which
expenditures may not legally exceed appropriations) is generally at the fund level. The City Manager is
authorized to transfer budgeted amounts within departments within any fund; however, any revisions that
alter the total expenditures of any fund must be approved by the City Council.
Long-Term Financial Planning. The City incorporates long-term financial planning into its budget
process in several ways.
First, the City has established a set of financial policies that establish goals for the allocation of public
resources in the manner best suited to the efficient provision of City services to citizens and visitors present
within the City. Some of these policies call for maintaining adequate cash reserves and providing on-going
maintenance of infrastructure and buildings, which are vital to sound fiscal management.
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Second, the Council undertakes a strategic planning process to establish goals and priorities for the
organization after taking into account public input. Specifically, the Council engaged the community at a
public hearing and by soliciting ideas and input through a variety of means. Based on this input, the City
Council adopts goals, objectives, and resources permit objectives.
Third, the City maintains a long-range capital planning process that helps drive annual capital funding
decisions as well as periodic bond issues for larger investments.
Finally, all Governmental Accounting Standards Board pronouncements are monitored and
implemented into the City’s financial statements.
Budgetary Control Policy. The City maintains budgetary controls. The objective of these budgetary
controls is to ensure compliance with legal provisions embodied in the annual appropriated budget approved
by the City Council. Activities of the general fund, special revenue funds, debt service funds, capital projects
funds, enterprise funds, and internal service funds are included in the annual appropriated budget. A Five-
Year Capital Improvement Plan is also adopted for the capital projects. The level of budgetary control (the
level at which expenditures cannot legally exceed the appropriated amount) is established by function and
activity within an individual fund.
The City’s budgetary records are maintained on a modified accrual basis. Revenues are recorded
when measurable and available and expenditures are recorded when goods or services are received and the
liability incurred. Based on the City’s financial management policies, the City is required to maintain a
balanced operating budget, which is adopted by resolution on or before June 30th for the ensuing Fiscal Year.
Following the adoption of the budget, it is sometimes necessary to amend the budget. Appropriations
in the budget may be adjusted by recommendation of the Finance Director and approval by the City Manager
when the budget is not increased in total amount. Savings from appropriations in one section of a department
budget may be used to fund another section of a department budget. Any increase in appropriations that
increases the total adopted budget must be approved by the City Council. The City Council
formally reviews the City’s fiscal condition and amends appropriations, if necessary, six months after the
beginning of each fiscal year.
The adopted budget for fiscal year 2020-21 was approved on June 17, 2020 (the “Adopted Budget”).
The Adopted Budget projects General Fund revenues in fiscal year 2020-21 to be approximately $20.2 million
(exclusive of interfund transfers in), a decrease of approximately $700 thousand or 3.5% from Fiscal Year
2019-20 unaudited final results.
Understanding COVID-19 will impact directly the City’s finances for fiscal years 2019-20 and 2020-
21, the City adopted a conservative budget for fiscal year 2020-21. In consultation with the City’s revenue
advisors, other professionals and supporting organizations like the League of California Cities, the City has
adjusted its revenue outlook downward for the end of fiscal year 2019-20 and for all of fiscal year 2020-21
based on the expected performance of each business and revenue stream by month.
In the Adopted Budget for Fiscal Year 2020-21, the City planned for a loss in general fund revenue
from certain revenue sources, most notably sales tax and transient occupancy tax (the “TOT”). When
preparing the budget in May of 2020, City estimates for sales tax receipts included a 15% decline from the
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prior year, or approximately $1 million. For TOT the expected decrease was even larger, and assumed a
decline of approximately 40%. Though TOT is a much smaller source of revenue to the general fund
compared to sales tax, the amount was considerable, equating to roughly $500,000. City management
adjusted recommended appropriations accordingly, reducing budget requests in major cost categories,
including personnel and operations. Staffing levels were reduced nearly 10%, coming mostly from vacant
positions; although, a nominal layoff also was recommended. Since adoption of the Fiscal Year 2020-21
budget, sales tax receipts have exceeded budgetary estimates and have improved the City’s financial outlook.
The City expects to consider an update and revision to the Adopted Budget quarterly, as the City
receives more data about COVID-19’s impacts on the local economy and the City’s operations and finances.
The City does not currently believe that the COVID-19 outbreak will materially adversely affect its ability to
pay Base Rental Payments. See the caption “– COVID-19 Pandemic” above for a discussion of the potential
impact of COVID-19 on the City’s operations and finances.
Current Budget and Historical Budget Information. Set forth in Table 2 are the General Fund
budgets that were adopted for Fiscal Years 2017-18 and 2018-19 compared to the audited actual results for
Fiscal Years 2017-18 and 2018-19, respectively. Also included is the General Fund budget that was adopted
for Fiscal Year 2019-20, and the estimated unaudited actual results for such Fiscal Year. On June 17, 2020,
the City Council adopted a one-year budget for Fiscal Year 2020-21, which budget figures are also included
in Table 2. During the course of each Fiscal Year, the budget may be amended and revised as necessary by
the City Council.
[Remainder of Page Intentionally Left Blank]
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Table 2
CITY OF UKIAH
FISCAL YEARS 2017-2018 THROUGH 2019-20
GENERAL FUND BUDGETS COMPARED TO AUDITED RESULTS
Adopted
Fiscal Year
2017-18
Budget
Fiscal Year
2017-18
Audited Results
Adopted
Fiscal Year
2018-19 Budget
Fiscal Year
2018-19
Audited Results
Adopted
Fiscal Year
2019-20
Budget
Estimated Fiscal
Year 2019-20
Unaudited
Results(1)
Adopted
Fiscal Year
2020-21
Budget
Revenues:
Taxes and Assessments $16,091,539 $15,457,682 $17,478,674 $16,749,212 $18,675,230 $17,989,246 $15,010,410
Franchise Fees 1,580,304 1,653,146 1,612,000 1,781,141 1,700,391 1,655,060 1,625,675
Licenses and Permits 345,525 548,627 276,425 211,113 245,020 259,533 464,170
Grants and Contributions -- -- 280,000 375,300 2,790,795 170,187 236,500
Fines Penalties and Forfeitures 88,500 113,139 52,500 33,588 68,222 24,466 60,691
Facility Rental 84,000 83,632 119,800 73,362 84,306 85,346 137,122
Interest, Rents and Concessions 174,300 170,939 70,000 91,154 4,701 67,654 20,000
Intergovernmental 43,795 34,296 63,000 142,885 85,856 79,192 92,500
Charges for Services 1,289,400 1,595,402 1,450,005 1,615,737 1,498,228 1,317,597 2,194,001
Other Revenue -- 110,223 670,890 262,009 217,012 254,645 366,200
Total Revenue $19,613,363 $19,767,086 $22,073,294 $21,335,501 $25,369,761 $21,902,926 $20,207,269
Expenditures:
General Government $174,869 $136,106 $34,193 $45,889 $404,217 $848,971 $328,729
Public Safety 10,930,316 12,571,245 12,267,629 11,768,069 12,550,850 11,302,165 11,775,861
Public Works 1,652,513 1,643,691 1,494,939 1,518,533 1,164,700 1,428,562 1,232,813
Housing and Community Develop 1,100,855 1,019,061 1,164,398 1,107,911 1,479,620 1,107,326 958,212
Recreation and Culture 1,133,947 1,250,665 1,194,767 1,292,703 1,883,308 1,785,495 1,316,497
Parks, Buildings and Grounds 1,526,402 1,412,291 1,349,170 1,461,292 1,299,000 1,323,286 1,092,340
Economic Development 159,641 146,754 177,017 178,493 111,903 201,579 18,383
Capital Outlay 9,570,842 7,904,131 5,386,028 2,152,947 2,987,986 159,461 682,000
Debt Service 63,980 63,980 298,971 350,708 304,174 350,425 304,780
Total Expenditures $26,313,365 $26,147,924 $23,367,112 $19,876,571 $22,185,758 $18,507,270 $17,709,616
Revenue Over (Under)
Expenditures $(6,700,002) $(6,380,838) $(1,293,818) $1,458,930 $3,184,003
$3,395,656 $2,497,653
Other Financing Sources
(Uses):
Debt Proceeds/Restatement $4,000,000 $5,125,731 $300,000 $6,000,000(2) $ -- $ -- $ --
Transfers in 2,186,703 851,338 2,637,704 166,699 429,000 4,000 129,000
Transfers out (410,856) (349,902) (3,925,130) (2,959,541) (3,148,770) (3,106,818) (2,626,653)
Total Other Financing Uses $5,775,847 $5,228,523 $(987,426) $3,207,158 (2,719,770) $(3,102,818) $(2,497,653)
Change in Fund Balances $(924,155) $(1,152,315) $(2,281,244) $4,666,088 $464,233 $292,838 $ 0
Fund Balance:
Beginning of Fiscal Year $5,322,236 $5,322,236 $4,169,921 $4,169,921 $8,836,009 $8,836,009 $9,128,847
End of Fiscal Year $4,398,081 $4,169,921 $1,888,677 $8,836,009 $9,300,242 $9,128,847 $9,128,847
(1) As of June __, 2020.
(2) This is money received by the City resulting from a one-time reinstatement of loan from former Ukiah Redevelopment Agency.
Sources: Audited Financial Statements for Fiscal Years 2017-18 and 2018-19, Adopted Budgets for Fiscal Years 2017-18 through 2020-21 and the City’s estimate of unaudited results for Fiscal Year 2019-20.
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General Fund Key Revenue Sources. The four major general fund revenue sources of the City, which
together accounted in Fiscal Year 2018-19 for about 85% of the general fund revenues (collectively, the “Key
Revenue Sources”), are Sales Tax (56% of total general fund revenue), Property Tax (14% of total general
fund revenue), Franchise Taxes (8% of total general fund revenue) and Transient Occupancy Tax (7% of total
general fund revenues). See “APPENDIX B – AUDITED FINANCIAL STATEMENTS OF THE CITY FOR
FISCAL YEAR 2018-19” herein.
The City’s receipt of taxes and other revenue will likely be impacted by the economic effects of the
coronavirus. See “RISK FACTORS – COVID-19 Pandemic” and “– General Fund, the Budget Process and
Information” for a description of the projected impact that COVID-19 will have on the City’s finances.
The following Table 3 sets forth the audited revenues received by the City for each of the Key
Revenue Sources for Fiscal Years 2014-15 through 2018-19, and the unaudited estimated revenue expected
to be received by the City for each of the Key Revenue Sources for Fiscal Year 2019-20, which have been
totaled and compared to the prior Fiscal Year to illustrate the amount and percent of change.
Table 3
CITY OF UKIAH
FISCAL YEARS 2014-15 THROUGH 2019-20
GENERAL FUND KEY REVENUE SOURCES AND CHANGE FROM PRIOR YEAR(1)
Fiscal
Year
Sales
Taxes
Property
Taxes
Franchise
Taxes
Transient
Occupancy
Taxes
Total of Key
Tax Sources
% Change
From
Prior Year
2015 $5,976,938 $3,729,370 $1,643,559 $1,061,823 $12,411,690 N/A
2016 7,714,762 2,641,247 1,514,800 1,229,814 13,100,623 05.55%
2017 9,805,225 1,470,323 1,551,794 1,302,336 14,129,678 07.86
2018 10,802,364 2,838,902 1,653,146 1,406,417 16,700,829 18.20
2019 11,974,379 2,984,192 1,781,141 1,496,473 18,236,185 09.19
2020(2) 12,571,212 3,018,115 1,655,060 1,260,808 17,986,381 <01.39>
(1) Includes transfers in from other funds.
(2) Based upon unaudited Fiscal Year End 2019-20 results, calculated by the City as of October __, 2020.
Source: The City
The following Table 4 sets forth the audited revenues received by the City for the total of Key
Revenue Sources and total of Other General Fund Revenue Sources for Fiscal Years 2014-15 through 2018-
19, and the unaudited estimated actual revenue expected to be received by the City for each of the Key
Revenue Sources and total of Other General Fund Revenue Sources for Fiscal Year 2019-20, which have
been totaled and compared to the prior Fiscal Year to illustrate the amount and percent of change.
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Table 4
CITY OF UKIAH
FISCAL YEARS 2014-15 THROUGH 2019-20
SUMMARY OF GENERAL REVENUES AND CHANGE FROM PRIOR YEAR
Total of Key
Tax Sources(1)
Total General
Fund Revenues
Change From Prior Year
Fiscal Year
Other General
Fund Revenues Amount Percent
2015 $12,411,690 $2,082,172 $14,493,862 N/A N/A
2016 13,100,623 2,224,056 15,324,679 $830,817 05.73%
2017 14,129,678 2,310,720 16,440,398 1,115,719 07.28
2018 16,700,829 3,066,257 19,767,086 3,326,688 20.24
2019 18,236,185 3,099,316 21,335,501 1,568,415 07.94
2020(2) 17,986,381 3,916,545 21,902,926 567,425 02.66
(1) Comprised of the Transient Occupancy Tax, Sales Tax and Property Tax totals set forth in Table 3, above.
(2) Based upon unaudited Fiscal Year End 2019-20 results, calculated by the City as of October __, 2020.
Source: The City
Sales and Use Taxes
Sales taxes were the largest category of revenue source to the City, constituting approximately 56%
of the City’s annual General Fund income ($11,974,379) for the 2018-19 Fiscal Year. In Fiscal Year 2017-18,
the Sales Tax generated $10,802,364 in General Fund revenues, or approximately 55% of the City’s total General
Fund revenue for that period. The City estimates that it received $12,571,212 in sales tax revenues in Fiscal
Year 2019-20 and has budgeted for the receipt of approximately $10,697,430 in Fiscal Year 2020-21. The
City’s sales tax revenue represents the City’s share of the sales and use tax, imposed on taxable transactions
occurring within the City’s boundaries.
The voters in the City approved “Measure P”, a one-half of one percent (0.50%) transaction sales and use
tax, in November of 2014 (the “Measure P”) which replaced a sun-setting transaction and use tax known as
Measure S. The voters in the City in November of 2016 approved “Measure Y”, a one-half of one percent (0.50%)
transaction sales and use tax (the “Measure Y”). Measures P and Y have no expiration date. Measures P and Y
are in addition to the basic one percent (1%) collected by the City for all taxable sales in the City. All sales tax
proceeds received by the City are accounted for in the City’s General Fund, and may be used for any lawful
purpose, as designated by the City Council. See “– City’s Ten-Year Forecast of General Fund Revenues” below.
The following Table 5 sets forth the City-generated taxable sales data for Calendar Years 2010
through 2019.
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Table 5
CITY OF UKIAH
CALENDAR YEARS 2008 THROUGH 2018
TAXABLE SALES DATA
Calendar Year
Taxable Sales
(Retail and Food Service)
Taxable Sales
(All Outlets)
2010 325,169,000 360,699,000
2011 339,117,000 374,042,000
2012 355,957,000 393,163,000
2013 365,588,000 405,631,000
2014 371,265,000 411,570,000
2015 390,263,000 436,189,000
2016 415,019,000 467,938,000
2017 413,944,000 465,072,000
2018 432,010,000 484,816,000
2019 491,186,000 548,622,000
Source: California State BOE (2009-2016) and California Dept. of Tax and Fee Administration (2017-2019).
Sales Tax Rates. The City collects a percentage of taxable sales in the City (minus certain
administrative costs imposed by California Department of Tax and Fee Administration (“CDTFA”)) pursuant
to the Bradley-Burns Uniform Local Sales and Use Tax (the “Sales and Use Tax Law”). The total sales tax
rate on taxable goods in the City is presently [2%].
As part of the State’s Fiscal Year 2003-04 Budget, the State Legislature authorized, and the voters of
the State approved, a redirection to the State from local jurisdictions (including the City) of sales tax revenues
in the amount of 0.25% of the basic 1.0% local sales tax rate, starting July 1, 2004. The State uses such
revenues to pay the State’s economic recovery bonds. Under the California Economic Recovery Act, which
includes legislation commonly referred to as the “Triple Flip”, the State redirected certain property taxes in
the Education Augmentation Revenue Fund to local governments, including the City, to compensate for this
redirection of sales taxes on a “dollar for dollar” basis. The “Triple Flip” ended in Fiscal Year 2015-16.
Sales and use taxes are complementary taxes; when one applies, the other does not. In general, the
statewide sales tax applies to gross receipts of retailers from the sale of tangible personal property in the State.
The use tax is imposed on the purchase, for storage, use or other consumption in the State of tangible personal
property from any retailer. The use tax generally applies to purchases of personal property from a retailer
outside the State where the use will occur within the State. The Sales Tax is imposed upon the same
transactions and items as the statewide sales tax and the statewide use tax.
Certain transactions are exempt from the State sales tax, including sales of the following products:
food products for home consumption; prescription medicine; newspapers and periodicals; edible livestock
and their feed; seed and fertilizer used in raising food for human consumption; and gas, electricity and water
when delivered to consumers through mains, lines and pipes. This is not an exhaustive list of exempt
transactions. A comprehensive list can be found in the State Board of Equalization’s July 2014 Publication
No. 61 entitled “Sales and Use Taxes: Exemptions and Exclusions,” which can be found on the State Board
of Equalization’s website at http://www.boe.ca.gov/. The City and the Authority do not take any responsibility
Attachment 4
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for the continued accuracy of the foregoing internet address or for the accuracy, completeness or timeliness
of information on such website, and such information is not incorporated herein by this reference.
Sales Tax Collection. Collection of the State sales tax, including Measures P and Y, is administered
by the CDTFA. The Taxpayer Transparency and Fairness Act of 2017 restructured the Board of Equalization
into three separate entities: the State Board of Equalization, the CDTFA and the Office of Tax Appeals. The
CDTFA handles most of the taxes and fees previously collected by the Board of Equalization, including, as
of July 1, 2017, the Measures P and Y Tax. Pursuant to its procedures, the CDTFA projects receipts of the
sales and use taxes on a quarterly basis and remits receipts to the City each month based on such projection.
The amount of each monthly advance is based upon the CDTFA’s quarterly projection. During the second
month of each quarter, the CDTF A adjusts the amount remitted to reflect the actual receipts of the sales and
use taxes for the previous quarter less administration costs. CDTFA receives an administrative fee based on
the cost of services to the City in administering the City’s sales tax, which is deducted from revenue generated
by the sales and use tax before it is distributed to the City.
On April 3, 2020, Governor Newsom issued an Executive Order that allows all businesses with less
than $5 million in annual taxable sales the ability to defer payment on up to $50,000 in sales and use tax
liability without incurring any penalties or interest. Under the program, qualifying businesses can enter into
payment plans to distribute up to $50,000 of sales tax liability over a 12-month period, interest-free. For
taxpayers choosing to defer their 1st quarter 2020 liability, for example, up to $50,000 of the obligation would
now be paid in twelve equal monthly installments, with the first payment not due until July 31, 2020.
Franchise Tax
The Franchise Tax revenue is the third largest single source of revenue to the City, constituting
approximately 8% of the City’s annual General Fund income ($1,781,141) for the 2018-19 Fiscal Year. In
Fiscal Year 2017-18, the Transient Occupancy Tax generated $1,653,146 in General Fund revenues, or
approximately 8% of the City’s total General Fund revenue for that period. The City estimates that it received
$2,068,557 in Franchise Tax revenues in Fiscal Year 2019-20 and has budgeted for the receipt of
approximately $2,089,845 in Fiscal Year 2020-21.
Franchise Taxes are not taxes, but rather rents paid by utility providers to operate on or in City rights-
of-way and City property, such as roads, sidewalks, parklands, etc. The rents are established by the City
Council and typically are correlated to gross revenues generated by the utility provider. Revenues from this
source remain stable as electric charges from rates rise through increased usage and rate adjustments.
Transient Occupancy Tax
In general, Transient Occupancy Tax revenues are equal to 10% of the rent charged by all lodging businesses
for a person exercising occupancy for 30 consecutive calendar days or less, paid monthly to the City. The Transient
Occupancy Tax revenue is the fourth largest single source of revenue to the City, constituting approximately
7% of the City’s annual General Fund income ($1,496,473) for the 2018-19 Fiscal Year. In Fiscal Year 2017-18,
the Transient Occupancy Tax generated $1,406,417 in General Fund revenues, or approximately 7% of the City’s total
General Fund revenue for that period. The City estimates that it received $1,260,808 in Transient Occupancy
Tax revenues in Fiscal Year 2019-20 and has budgeted for the receipt of approximately $870,000 in Fiscal
Year 2020-21.
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Property Taxes
Property tax revenue is the second largest source of revenue to the City, constituting approximately
14% of the City’s annual General Fund income ($2,984,192) for the 2018-19 Fiscal Year. In Fiscal Year 2017-
18, the property tax levies generated $2,838,902 in General Fund revenues, or approximately 14% of the City’s total
General Fund revenue for that period. The City estimates that it received $3,032,425 in property tax revenues
in Fiscal Year 2019-20 and has budgeted for the receipt of approximately $3,099,480 in Fiscal Year 2020-21.
Tax Levies and Delinquencies. Taxes are levied for each Fiscal Year on taxable real and personal
property which is situated in the City as of the preceding January 1. For assessment and collection purposes,
property is classified either as “secured” or “unsecured,” and is listed accordingly on separate parts of the
assessment roll. The “secured roll” is that part of the assessment roll containing State assessed property and
real property having a tax lien which is sufficient, in the opinion of the assessor, to secure payment of the
taxes. Other property is assessed on the “unsecured roll.”
Property taxes on the secured roll are due in two installments, on November 1 and February 1 of the
Fiscal Year. If unpaid, such taxes become delinquent on December 10 and April 10, respectively, and a 10%
penalty attaches to any delinquent payment. In addition, property on the secured roll with respect to which
taxes are delinquent is sold to the State on or about June 30 of the Fiscal Year. Such property may thereafter
be redeemed by payment of the delinquent taxes and the delinquency penalty, plus a redemption penalty of
1.5% per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property
is deeded to the State and may be sold at public auction.
Property taxes on the unsecured roll are due as of the January 1 lien date and become delinquent, if
unpaid on August 31. A 10% penalty attaches to delinquent taxes on property on the unsecured roll, and an
additional penalty of 1.5% per month begins to accrue on November 1 of the Fiscal Year. The City has four
ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer; (2) filing a
certificate in the office of the County Clerk specifying certain facts in order to obtain a judgment lien on
certain property of the taxpayer; (3) filing a certificate of delinquency for record in the County Recorder’s
Office, in order to obtain a lien on certain property of the taxpayer; and (4) seizure and sale of personal
property, improvements or possessory interests belonging or assessed to the assessee.
Beginning in 1978-79, Proposition 13 and its implementing legislation shifted the function of
property tax allocation to the counties, except for levies to support prior voted debt, and prescribed how levies
on county-wide property values are to be shared with local taxing entities within each county.
Teeter Plan. The Board of Supervisors of the County has approved the implementation of the
Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the “Teeter
Plan”), as provided for in Section 4701 et seq. of the California Revenue and Taxation Code. Under the Teeter
Plan, the County apportions secured property taxes on an accrual basis when due (irrespective of actual
collections) to local political subdivisions, including the City, for which the County acts as the tax-levying or
tax-collecting agency. The Teeter Plan is applicable to all tax levies on secured property for which the County
acts as the tax-levying or tax-collecting agency, or for which the County treasury is the legal depository of
the tax collections, which includes the City.
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The Teeter Plan is to remain in effect unless the Board of Supervisors of the County orders its
discontinuance or unless, prior to the commencement of any Fiscal Year of the County which commences on
July 1), the Board of Supervisors receives a petition for its discontinuance joined in by resolutions adopted
by at least two-thirds of the participating revenue districts in the County, in which event the Board of
Supervisors is to order discontinuance of the Teeter Plan effective at the commencement of the subsequent
Fiscal Year. If the Teeter Plan is discontinued subsequent to its implementation, only those secured property
taxes actually collected would be allocated to political subdivisions (including the City) for which the County
acts as the tax-levying or tax-collecting agency.
Assessed Valuation. All property is assessed using full cash value as defined by Article XIIIA of the
State Constitution. State law provides exemptions from ad valorem property taxation for certain classes of
property such as churches, colleges, non-profit hospitals, and charitable institutions. See
“CONSTITUTIONAL AND STATUTORY PROVISIONS AFFECTING CITY REVENUES AND
APPROPRIATIONS.”
Future assessed valuation growth allowed under Article XIIIA (new construction, certain changes of
ownership, 2% inflation) will be allocated on the basis of “situs” among the jurisdictions that serve the tax
rate area within which the growth occurs. Local agencies and schools will share the growth of “base” revenues
from the tax rate area. Each year’s growth allocation becomes part of each agency’s allocation in the following
year.
Proposition 13 and Proposition 8 Property Value Adjustments. Proposition 13, passed in 1978,
established the base year value concept for property tax assessments. Under Proposition 13, the 1975-1976
Fiscal Year serves as the original base year used in determining the assessment for real property. Thereafter,
annual increases to the base year value are limited to the inflation rate, as measured by the California
Consumer Price Index, or 2%, whichever is less. A new base year value, however, is established whenever a
property, or portion thereof, has had a change in ownership or has been newly constructed.
Proposition 8, enacted in 1978, allows for a temporary reduction in assessed value when a property
suffers a “decline-in-value.” As of January 1st (lien date) each year, the Assessor must enroll either a
property’s Proposition 13 value (adjusted annually for inflation by no more than 2%) or its current market
value, whichever is less. When the current market value replaces the higher Proposition 13 value, the lower
value is commonly referred to as a “Proposition 8 Value.” “Proposition 8 values” are temporary and, once
enrolled, must be reviewed annually by the assessor until the Proposition 13 adjusted base year value is
enrolled.
Recently, State legislations have been introduced in order to assist various affected people and
companies as a result of the COVID-19 outbreak. For example, Senate Bill 939 would allow under certain
circumstances a commercial tenant that is a small business or is an eating or drinking establishment, place of
entertainment, or performance venue that meets specified financial criteria, including experiencing a specified
decline in revenue after a shelter-in-place order took effect, to terminate a lease without any liability for future
rent, fees, or costs that otherwise may have been due under the lease. Also, Senate Bill 1431 would expand
the provisions allowing for reassessment of property. Under existing law, property may be reassessed for
damage or destruction caused by one of three specified occurrences, including a major misfortune or calamity
in an area or region subsequently proclaimed by the Governor to be in a state of disaster if the property was
damaged or destroyed by the misfortune or calamity that caused the Governor to proclaim the region to be in
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a state of disaster. Senate Bill 1431 would specify that “damage” includes diminution in the value of property
as a result of any law, order, rule, or regulation of the state or any city, county, or other political subdivisions
providing tenant protections in response to the COVID-19 outbreak and would also specify that the term
“major misfortune or calamity” includes the COVID-19 outbreak. It is unknown what net impact, if any, these
legislative efforts or other future similar bills, if enacted, would have on the assessed values of real property
within the City.
Assessed Valuation History. Table 6 below presents the assessed valuation of taxable property in the
City from Fiscal Year 2010-11 through Fiscal Year 2020-21. An extended recession caused by the COVID-
19 Pandemic, could impact assessed values with the City and result in decreased property tax revenues. See
“– COVID-19 Pandemic” herein.
Table 6
CITY OF UKIAH
FISCAL YEARS 2010-11 THROUGH 2020-21
ASSESSED VALUATIONS OF ALL TAXABLE PROPERTY
Fiscal Year Local Secured Utility Unsecured Total
2010-11 $1,180,790,444 $0 $74,074,644 $1,254,865,088
2011-12 1,169,395,369 0 80,975,556 1,250,370,925
2012-13 1,171,599,083 0 78,474,614 1,250,073,697
2013-14 1,195,466,105 0 70,234,083 1,265,700,188
2014-15 1,224,746,468 0 69,743,046 1,294,489,514
2015-16 1,267,903,229 0 68,336,666 1,336,239,895
2016-17 1,304,711,495 0 68,027,482 1,372,738,977
2017-18 1,364,333,801 0 72,072,094 1,436,405,895
2018-19 1,424,497,607 0 74,628,367 1,499,125,974
2019-20 1,491,766,585 0 76,242,235 1,568,008,820
2020-21 1,542,790,339 0 68,242,957 1,611,033,296
Source: California Municipal Statistics Inc.
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Assessed Valuation by Land Use. Table 7 below shows land use (according to 2020-21 assessed
valuation) in the City. The majority of land is used for residential purposes.
Table 7
CITY OF UKIAH
FISCAL YEAR 2018-19
ASSESSED VALUATION AND PARCELS BY LAND USE
Non-Residential:
2020-21
Assessed
Valuation(1)
% of
Total
No. of
Parcels
% of
Total
Agricultural/Rural $1,226,328 0.08% 7 0.14%
Commercial/Office 406,445,026 26.34 587 11.59
Vacant Commercial 17,891,875 1.16 84 1.66
Industrial 28,236,788 1.83 34 0.67
Vacant Industrial 8,152,422 0.53 12 0.24
Recreational 3,526,449 0.23 3 0.06
Government/Social/Institutional 10,329,518 0.67 209 4.13
Miscellaneous 1,307,253 0.08 50 0.99
Subtotal Non-Residential $476,839,751 30.93% 986 19.47%
Residential:
Single-Family Residence $882,526,985 57.20% 3,530 69.72%
Mobile Home 5,596,008 0.36 104 2.05
Mobile Home Park 17,501,950 1.13 10 0.20
2 Residential Units/Duplex 35,028,092 2.27 149 2.94
3+ Residential Units/Apartments 109,254,196 7.08 169 3.34
Miscellaneous Residential 4,397,421 0.29 12 0.24
Vacant Residential 11,370,028 0.74 103 4.31
Subtotal Residential $1,065,674,680 69.07% 4,076 80.53%
Total $1,542,790,339 100.00% 5,063 100.00%
(1) Local Secured Assessed Valuation, excluding tax-exempt property.
Source: California Municipal Statistics, Inc.
[Remainder of Page Intentionally Left Blank]
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Per Parcel Assessed Valuation of Single-Family Homes. Table 8 below shows the per parcel
assessed valuation for improved single-family homes (according to 2020-21 assessed valuation) in the City.
The average assessed valuation is $250,008, and the median assessed valuation is $238,668.
Table 8
CITY OF UKIAH
FISCAL YEAR 2020-21
PER PARCEL ASSESSED VALUATION OF SINGLE-FAMILY HOMES
2020-21
Assessed Valuation
No. of
Parcels(1)
% of
Total
Total Valuation
% of
Total
Cumulative
% of Total
$0 - $24,999 14 0.397% $198,139 0.022% 0.022%
$25,000 - $49,999 133 3.768 5,377,282 0.609 0.632
$50,000 - $74,999 212 6.006 13,030,143 1.476 2.108
$75,000 - $99,999 183 5.184 16,130,316 1.828 3.936
$100,000 - $124,999 190 5.382 21,352,774 2.420 6.355
$125,000 - $149,999 213 6.034 29,173,029 3.306 9.661
$150,000 - $174,999 224 6.346 36,464,751 4.132 13.793
$175,000 - $199,999 269 7.620 50,392,414 5.710 19.503
$200,000 - $224,999 211 5.977 44,728,084 5.068 24.571
$225,000 - $249,999 212 6.006 50,487,055 5.721 30.292
$250,000 - $274,999 221 6.261 58,065,734 6.579 36.871
$275,000 - $299,999 223 6.317 64,482,181 7.307 44.178
$300,000 - $324,999 220 6.232 68,624,126 7.776 51.954
$325,000 - $349,999 216 6.119 72,939,140 8.265 60.219
$350,000 - $374,999 203 5.751 73,543,731 8.333 68.552
$375,000 - $399,999 161 4.561 62,350,800 7.065 75.617
$400,000 - $424,999 108 3.059 44,444,991 5.036 80.653
$425,000 - $449,999 73 2.068 31,910,688 3.616 84.269
$450,000 - $474,999 50 1.416 23,172,072 2.626 86.895
$475,000 - $499,999 39 1.105 18,989,336 2.152 89.046
$500,000 and greater 155 4.391 $96,670,199 10.954 100.000
Total 3,530 100.000% $882,526,985 100.00% 100.000%
(1) Improved single-family residential parcels. Excludes condominiums and parcels with multiple family units.
Source: California Municipal Statistics, Inc.
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Top Taxpayers. The top twenty taxpayers, based on local secured assessed values of taxable property
in the City, as shown on the 2020-21 tax roll, are set forth in the following Table 9:
Table 9
CITY OF UKIAH
TOP 20 LARGEST 2020-21 LOCAL SECURED TAXPAYERS
Property Owner Land Use
Assessed
Valuation
Percentage
of Total (1)
1. Costco Wholesale Corporation Commercial $23,195,851 1.50%
2. Pear Tree REH LLC Shopping Center 19,578,662 1.27
3. Pear Orchard Associates Commercial 14,630,307 0.95
4. Savings Bank of Mendocino County Bank 13,576,698 0.88
5. Skycrest Properties LP Commercial 10,724,072 0.70
6. Wal Mart Real Estate Business Trust Commercial 10,714,180 0.69
7. Redwood Business Park of Ukiah Commercial 10,456,219 0.68
8. Robert S. Sherwood Apartments 8,846,940 0.57
9. Safeway Inc. Supermarket 8,520,436 0.55
10. Marina Bay Crossing LLC Industrial 8,180,000 0.53
11. S & K Inns of America Inc. Hotel/Motel 7,917,000 0.51
12. RCI Sierra Sunset LLC Apartments 7,549,650 0.49
13. FC Ranger RE Mountain View LLC Convalescent Hospital 6,180,311 0.40
14. Legacy Four Ukiah LLC Commercial 5,990,203 0.39
15. Manor Oaks Mobile Estates LLC Mobile Home Park 5,891,238 0.38
16. Rancho Del Rey Asset Partners LP Mobile Home Park 5,872,940 0.38
17. Echelon Communities LLC Apartments 5,668,724 0.37
18. Shami Enterprises LLC Shopping Center 5,272,215 0.34
19. Willcon LLC Commercial 5,200,000 0.34
20. Ukiah Valley Medical Plaza LP Medical Buildings 5,179,128 0.34
Total $189,144,774 12.26%
(1) 2020-21 Local Secured Assessed Valuation: $1,542,790,339.
Source: California Municipal Statistics Inc.
Financial Statements
The City’s accounting policies conform to generally accepted accounting principles and reporting
standards set forth by the State Controller. The audited financial statements also conform to the principles
and standards for public financial reporting established by GASB.
Basis of Accounting and Financial Statement Presentation. The government-wide financial
statements are reported using the accrual basis of accounting. Revenues are recorded when earned and
expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property
taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized
as revenue as soon as all eligibility requirements imposed by the provider have been met.
Governmental fund financial statements are reported using the modified accrual basis of accounting.
Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be
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available when they are collectible within the current period or soon enough thereafter to pay liabilities of the
current period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting.
However, debt service expenditures are recorded only when payment is due.
Audited Financial Statements. The City’s most recent audited financial statements for the Fiscal
Year ending June 30, 2019, are attached as “APPENDIX B – AUDITED FINANCIAL STATEMENTS OF
THE CITY FOR FISCAL YEAR 2018-19” to this Official Statement, which were prepared by the City and
audited by Van Lant & Fankhanel, LLP, Certified Public Accountants, Loma Linda, California (the
“Auditor”).
The Financial Statements should be read in their entirety. The City has not requested nor did the City
obtain permission from the Auditor to include the audited financial statements as an appendix to this Official
Statement. Accordingly, the Auditor has not performed any post-audit review of the financial condition or
operations of the City or the General Fund. In addition, the Auditor has not reviewed this Official Statement.
General Fund Historical Financial Data
The following Tables 10 and 11 provide a five-year history of (i) the City’s Comparative Balance
Sheet for Fiscal Years 2014-15 through 2018-19, and (ii) the City’s General Fund revenues, expenditures,
and changes in fund balances for Fiscal Years 2014-15 through 2018-19.
[Remainder of Page Intentionally Left Blank]
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Table 10
CITY OF UKIAH
HISTORICAL GENERAL FUND DATA
FISCAL YEARS 2014-15 THROUGH 2018-19
STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE
Fiscal Year
2014-15
Fiscal Year
2015-16
Fiscal Year
2016-17
Fiscal Year
2017-18
Fiscal Year
2018-19
Revenues:
Taxes and Assessments $11,172,306 $11,988,346 $12,960,958 $15,457,682 $16,749,212
Franchise Fees 1,643,559 1,514,800 1,638,042 1,653,146 1,781,141
Licenses and Permits 186,012 341,642 154,553 548,627 211,113
Grants and Contributions -- -- 83,390 -- 375,300
Fines Penalties and Forfeitures 58,692 78,589 73,835 113,139 33,588
Facility Rental -- -- -- -- 73,362
Interest, Rents and Concessions 219,696 161,676 95,016 170,939 91,154
Intergovernmental 183,021 165,376 -- 34,296 142,885
Charges for Services 882,761 713,948 1,427,085 1,679,034 1,615,737
Other Revenue 147,815 360,302 7,519 110,223 262,009
Total Revenue $14,493,862 $15,324,679 $16,440,398 $19,767,086 $21,335,501
Expenditures:
General Government $550,658 $258,383 $430,390 $136,106 $45,889
Public Safety 9,753,881 10,828,693 11,200,362 12,571,245 11,768,069
Public Works 2,010,958 1,847,237 1,158,550 1,643,691 1,518,533
Housing and Community Develop 202,683 147,879 822,166 1,019,061 1,107,911
Recreation and Culture 1,795,372 639,604 1,036,260 1,250,665 2,753,995
Parks, Buildings and Grounds 288,233 1,441,812 1,312,208 1,412,291 26
Economic Development -- 133,476 181,387 146,754 178,493
Capital Outlay 311,333 16,575 44,479 7,904,131 2,152,947
Debt Service -- -- 16,243 63,980 350,708
Total Expenditures $15,099,745 $15,313,659 $16,202,045 $26,147,924 $19,876,571
Revenue Over (Under)
Expenditures $(605,883) $11,020 $238,353 $(6,380,838) $1,458,930
Other Financing Sources
(Uses):
Debt Proceeds/Restatement -- -- -- 5,125,731 6,000,000(4)
Transfers in 712,151 345,445 415,601 851,338 166,699
Transfers out (461,800) (503,358) (544,719) (349,902) (2,959,541)
Total Other Financing Uses $250,351 $(157,913) $129,118 $5,228,523 $3,207,158
Change in Fund Balances $(355,532) $(146,893) $109,235 $(1,152,315) $4,666,088
Fund Balance:
Beginning of Fiscal Year $5,715,426 $5,359,894 $5,213,001 $5,322,236 $4,169,921
End of Fiscal Year $5,359,894 $5,213,001 $5,322,236 $4,169,921 $8,836,009
Source: City’s Audited Financial Statements
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Table 11
CITY OF UKIAH
HISTORICAL GENERAL FUND DATA
FISCAL YEARS 2014-2015 THROUGH 2018-19
BALANCE SHEET
Fiscal Year
2014-15
Fiscal Year
2015-16
Fiscal Year
2016-17
Fiscal Year
2017-18
Fiscal Year
2018-19
ASSETS
Cash and Investments $3,677,677 $2,192,367 $1,943,148 $4,183,781 $140,160
Restricted Cash and Investments -- -- -- 4,035,436 797,531
Accounts Receivables 191,543 767,031 13,608 150,830 645,439
Taxes Receivable 1,230,266 1,372,646 2,019,378 2,133,052 1,801,306
Advance to Successor Agency -- -- -- -- 6,000,000
Notes Receivable 1,385 660 725 825 216
Interest Receivable 47,203 15,623 17,033 11,247 34,381
Inventories and Prepaids 25,748 11,437 15,901 14,290 216
Due from Other Funds 359,286 600,156 935,266 -- 48,772
Advances to Other Funds 618,595 899,246 1,115,967 1,778,132 1,590,370
Due from Other Agencies 24,718 -- -- -- 103,091
Total Assets $6,176,421 $5,859,166 $6,061,026 $12,307,593 $11,161,482
LIABILITIES
Accounts Payable $433,374 $275,271 $294,875 $5,886,763 $874,063
Accrued Payroll Liabilities 299,038 370,894 443,915 502,733 500,924
Advance from Other Funds -- -- -- 1,748,176 921,469
Total Liabilities $732,412 $646,165 $738,790 $8,137,672 $2,296,456
DEFERRED INFLOWS
Unavailable revenues - grants and
subventions 84,115 -- -- -- 29,017
Total liabilities and deferred inflows $816,527 $646,165 $738,790 $8,137,672 $2,325,473
FUND BALANCE (DEFICITS)
Restricted and/or Nonspendable $645,728 $911,343 $1,131,868 $5,793,247 $5,514,226
Unassigned and Assigned 4,714,166 4,301,658 4,190,368 (1,623,326) 3,321,783
Total Fund Balances $5,359,894 $5,213,001 $5,322,236 $4,169,921 $8,836,009
Total Liabilities and Fund Balance $6,176,421 $5,859,166 $6,061,026 $12,307,593 $11,161,482
Source: City’s Audited Financial Statements
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Relevant Fiscal Policies
The City has adopted a comprehensive set of fiscal policies to provide guidance for all fiscal activities
and resource allocation decisions as defined in the Adopted Budget. The policies set forth guidelines for both
current activities and long-range planning. In addition, the City Council approved or adopted several other
fiscal policies including:
Investment Policy.
Debt Management Policy.
Reserve Policy
The following are certain highlighted aspects of the adopted policies.
City Investment Policy. The City invests its funds in accordance with the City’s Investment Policy,
in accordance with Section 53600 et seq. of the State Government Code. Idle cash management and
investment transactions are the responsibility of the City Manager and City Treasurer. The Investment Policy
sets forth the policies and procedures applicable to the investment of City funds and designates eligible
investments. The Investment Policy’s stated overarching purpose is to (i) ensure that public funds are invested
in such a manner as to comply with state and local laws; (ii) ensure prudent money management; (iii) provide
for daily cash flow requirements; and (iv) meet the objectives of the Investment Policy (per California
Government Code Section 53600.5) in the following order of priority:
1. Safety of Principal: Safety of principal is the foremost objective of the investment program.
Investments of the City shall be undertaken in a manner that seeks to ensure the preservation of capital in the
overall portfolio. To attain this objective, the City strives to diversify its investments by investing funds
among a variety of securities with independent returns.
2. Liquidity: The City’s investment portfolio will remain sufficiently liquid to enable the City to meet
all operating requirements which might be reasonably anticipated. Maturities of investments are selected in
anticipation if disbursement needs, thereby obviating the need for forced liquidation or lost interest penalties.
3. Return on Investments: The City’s investment portfolio shall have the objective of attaining a
comparative performance measurement or an acceptable rate of return throughout budgetary and economic
cycles. These measurements should be commensurate with the City’s investment risk constraints identified
in the Investment Policy and the cash flow characteristics of the portfolio.
Debt Management Policy. The City’s Debt Management Policy sets forth parameters for issuing debt
and managing the City’s debt portfolio and generally sets forth the following: (i) the purposes for which the
debt proceeds may be used, (ii) the types of debt that may be issued, (iii) the relationship of the debt to, and
integration with, the issuer’s capital improvement program or budget, if applicable, (iv) policy goals related
to the City’s planning goals and objectives, and (v) the internal control procedures that the City has
implemented, or will implement, to ensure that the proceeds of the proposed debt issuance will be directed to
the intended use. This policy will also assist the City in pursuing and maintaining quality credit ratings in
addition to providing guidance to decision makers.
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Reserve Policy. The City’s Reserve Policy provides that the City strive to maintain a fund balance in
the General Fund, including the General Fund’s Strategic Reserve Fund, of at least twenty-five percent (25%)
of budgeted General Fund operating expenditures. A 25% fund balance is equivalent to approximately three
months of operating expenditures. The Reserve Policy’s stated purpose of a 25% minimum fund balance is
to meet cash flow requirements, to protect the City’s essential service programs and funding requirements
during periods of economic uncertainty, local disasters, other financial hardships or downturns in the local
economy, and to provide for unforeseen operating or capital needs. The Operating Reserve contained
approximately $9.13 million as of June 30, 2020 (unaudited), which at 49.33% was above the target of 25%
of budgeted General Fund expenditures ($18.5 million for Fiscal Year 2021).
Risk Management
The City is a member of the Redwood Empire Municipal Insurance Fund (REMIF), a public entity
pool comprised of fifteen northern California charter and associate member cities, created pursuant to
California law for liability and workers’ compensation insurance services. The City pays an annual premium
to the pool for its workers’ compensation, general liability and property coverage. Risk of loss is retained for
general liability claims by each city per occurrence. The agreement with the pool provides that it will be self-
sustaining through member premiums and that excess coverage be carried for general liability claims and for
workers’ compensation claims in excess per insured event. The number of unpaid claims was immaterial at
Fiscal Year-end.
The City of Ukiah participates in the following three REMIF programs:
General Liability Insurance. Annual premiums are paid by the member cities and are adjusted
retrospectively to cover costs. The City of Ukiah self-insures for the first $25,000 of each loss and pays 100
percent of all losses incurred under $25,000. The City does not share or pay for losses of other cities under
$5,000, depending on the entity’s deductible amount. Participating cities then share in the next $5,000 to
$500,000 per loss occurrence. Specific coverage includes comprehensive and general automotive liability,
personal injury, contractual liability, professional liability, and certain other coverage. REMIF is a member
of the California Joint Powers Risk Management Authority, which provides REMIF with an additional
$39,500,000 liability insurance coverage over and above REMIF retention level of $500,000.
Worker’s Compensation. Periodic deposits are paid by member cities and are adjusted retrospectively
to cover costs. The City of Ukiah is self-insured for the first $10,000 of each loss and pays 100 percent of all
losses incurred under $10,000. The City does not share or pay for losses of other cities under $5,000.
Property Insurance. The City participates in REMIF’s property insurance program. The annual
deposits paid by participating member cities are based upon deductibility levels and are not subject to
retroactive adjustments. The City of Ukiah has a deductible level of $100,000 for all property, $500,000 for
wildfire, $250,000 for high flood zones, and a coverage limit of $400,000,000 declared value.
Separate internal service funds are maintained by the City for the City’s deductibles and allocated
share of pooled costs noted above. The total cash and investments held in these funds at June 30, 2019, was
$1,200,317.
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Employee Retirement System; CalPERS
The following information relating to the CalPERS is primarily derived from information produced
by CalPERS, its independent accountants and actuaries, as interpreted by the City and its Auditor. The City
and the Authority have not independently verified the information provided by CalPERS and make no
representations nor express any opinion as to the accuracy of the information provided by CalPERS. The
information under this caption is based on CalPERS reports prior to the impact of the COVID-19 Pandemic
on the financial markets. The financial markets have suffered significant dislocations and losses since the
date the information in this section which is likely to have a materially adverse impact on the funding status
of the City’s retirement plans and its required contributions to CalPERS.
The comprehensive annual financial reports of CalPERS are available on its Internet website at
www.calpers.ca.gov. The CalPERS website also contains CalPERS’ most recent actuarial valuation reports
and other information concerning benefits and other matters. Such information is not incorporated by
reference herein. None of the City the Authority nor the Underwriter can guarantee the accuracy of such
information. Actuarial assessments are forward-looking statements that reflect the judgment of the fiduciaries
of the pension plans, and are based upon a variety of assumptions, one or more of which may not materialize
or be changed in the future. Actuarial assessments will change with the future experience of the pension
plans. See “BOND OWNERS’ RISKS – Pension Benefit Liability” herein.
Implementation of GASB Nos. 68 and 71. In June 2012 and November 2013, the Governmental
Accounting Standards Board issued GASB Statement No. 68, Accounting and Financial Reporting for
Pensions—an amendment of GASB Statement No. 27 (“GASB Statement No. 68”) and GASB No. 71,
Pension Transition for Contributions Made Subsequent to the Measurement Date – An Amendment of GASB
Statement No. 68 (“GASB Statement No. 71”), respectively. The primary objective of GASB Statement No.
68, as amended, is to improve accounting and financial reporting by state and local governments for pensions
and improve information provided by state and local governmental employers about financial support for
pensions that is provided by other entities.
GASB Statement No. 68, as amended, revised the accounting treatment of defined benefit pension
plans, changing the way expenses and liabilities are calculated and how state and local government employers
report those expenses and liabilities in their financial statements. Major changes include: (i) the inclusion of
unfunded pension liabilities on the government’s balance sheet (previously, such unfunded liabilities were
typically included as notes to the government’s financial statements); (ii) pension expense incorporates more
rapid recognition of actuarial experience and investment returns and is no longer based on the employer’s
actual contribution amounts; (iii) lower actuarial discount rates that are required to be used for underfunded
plans in certain cases for purposes of the financial statements; (iv) closed amortization periods for unfunded
liabilities that are required to be used for certain purposes of the financial statements; and (v) the difference
between expected and actual investment returns to will be recognized over a closed five-year smoothing
period. The reporting requirements took effect in fiscal year 2014-15. Based on the adoption of the new
accounting standards, beginning with the fiscal year 2014-15 actuarial valuation, the annual required
contribution and the annual pension expense will be different. GASB Statement No. 68, as amended, changes
the reporting and disclosure requirements for financial statement accounting purposes, but it does not change
the City’s pension plan funding obligations and, therefore, had no effect on the City’s General Fund.
Certain information shown in this section has been sourced from a CalPERS Actuarial Valuation
Report which has not been prepared in accordance with GASB Statement No. 68, as amended.
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Plan Description. The City contributes to CalPERS, a cost sharing multiple-employer public
employee defined benefit pension plan. All qualified permanent and probationary employees are eligible to
participate in the City’s separate Safety (police), Safety (fire) and Miscellaneous (all other) Employee Pension
Plans (the “Pension Plans”).
CalPERS provides retirement and disability benefits, annual cost-of-living adjustments, and death
benefits to plan members and beneficiaries. CalPERS acts as a common investment and administrative agent
for participating public entities within the State, including the City. Benefit provisions under the Pension
Plans are established pursuant to State statute and City ordinance.
CalPERS issues publicly available financial reports that include the financial statements and required
supplementary information for the CalPERS. CalPERS issues publicly available reports that include a full
description of the pension plans regarding benefit provisions, projections of contributions of plan participants
(including the City), assumptions and membership information that can be found on the CalPERS website.
Copies of CalPERS’ annual financial report may be obtained from its executive office located at 400 Q Street,
Sacramento, California 95811, or via http://www.calpers.ca.gov.
The City participates in the Safety and Miscellaneous CalPERS cost sharing multiple-employer plans.
The Safety (police) plans consist of Police Classic, and Police Public Employee Pension Reform Act
(PEPRA). The Safety (fire) plans consist of Police Classic, and Police PEPRA. The Miscellaneous plans
consist of Miscellaneous Classic and Miscellaneous PEPRA.
Benefits Provided. CalPERS provides service retirement and disability benefits, annual cost of living
adjustments and death benefits to plan members, who must be public employees and beneficiaries. Benefits
are based on years of credited service, equal to one year of full-time employment. Members with five years
of total service are eligible to retire at age 50 to 52 years with statutorily reduced benefits. All members are
eligible for non-duty disability benefits after 10 years of service. The death benefit is of the Optional
Settlement 2W Death Benefit. The cost of living adjustments for each plan are applied as specified by the
Public Employees’ Retirement Law.
Effective January 1, 2013, CalPERS instituted a new pension plan as a result of PEPRA. Employees
hired from that date on are subject to the new 2% at 62 benefit formula. The 2.5% at 55 benefit formula has
been closed to new hires from January 1, 2013 on, unless they meet the rules for a CalPERS Classic employee.
A Classic employee is already CalPERS member through prior employment and was employed by a CalPERS
member within the last 6 months. See the CalPERS website for more information.
The provisions and benefits for each Pension Plan in effect at June 30, 2019, are summarized as
follows:
Miscellaneous
Hire Date
Prior to
January 1, 2013
On or after
January 1, 2013
Benefit formula 2.70% @ 55 2.00% @ 62
Benefit vesting schedule 5 years’ service 5 years’ service
Benefit payments Monthly for life Monthly for life
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Retirement age 55 62
Monthly benefits, as a % of eligible 2.00% to 2.50% 1.00% to 2.50%
Required employee contribution rates 8.00% 7.00%
Required employer contribution rates 12.859% 6.750%
____________________________________________
Source: City’s 2018-19 Audited Financial Statements.
Safety (Fire)
Hire Date
Prior to
January 1, 2013
On or after
January 1, 2013
Benefit formula 3.00% @ 55 2.70% @ 57
Benefit vesting schedule 5 years’ service 5 years’ service
Benefit payments Monthly for life Monthly for life
Retirement age 50 50
Monthly benefits, as a % of eligible 2.40% to 3.00% 2.0% to 2.70%
Required employee contribution rates 9.00% 12.25%
Required employer contribution rates 20.416% 12.965%
____________________________________________
Source: City’s 2018-19 Audited Financial Statements.
Safety (Police)
Hire Date
Prior to
January 1, 2013
On or after
January 1, 2013
Benefit formula 3.00% @ 50 2.70% @ 57
Benefit vesting schedule 5 years’ service 5 years’ service
Benefit payments Monthly for life Monthly for life
Retirement age 50 50
Monthly benefits, as a % of eligible 3.00% 2.00% to 2.70%
Required employee contribution rates 9.00% 12.25%
Required employer contribution rates 20.346% 12.965%
____________________________________________
Source: City’s 2018-19 Audited Financial Statements.
Contributions. Section 20814(c) of the California Public Employees’ Retirement Law requires that
the employer contribution rates for all public employers be determined on an annual basis by the actuary and
shall be effective on the July 1 following notice of a change in the rate. Funding contributions for the Pension
Plans are determined annually on an actuarial basis as of June 30 by CalPERS.
The City is required to contribute at an actuarially determined rate of annual covered payroll, plus a
fixed payment of unfunded liability. The actuarially determined rates and amounts for each Pension Plan for
the fiscal years ended June 30, 2019 and June 30, 2020, are as follows:
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CITY’S REQUIRED EMPLOYER CONTRIBUTION RATES & PAYMENTS
Fiscal Year 2020-21 Fiscal Year 2021-22
Pension Plan
Employer
Normal
Cost Rate
Employer
Normal
Cost
Payment
Employer
Payment
of
Unfunded
Liability
Employer
Normal
Cost Rate
Employer
Normal
Cost
Payment
Employer
Payment
of
Unfunded
Liability
Miscellaneous 12.764% $1,247,475 $2,498,680 12.180% $1,291,806 $2,816,117
Safety (Fire) 23.558 316,961 558,118 23.620 323,254 637,213
Safety (Police) 25.540 487,220 1,020,305 25.590 491,469 1,163,139
Safety (Fire) - PEPRA 13.884 8,635 687
Safety (Police) - PEPRA 13.884 131,697 8,293
Totals $2,191,988 $4,086,083 $663,961 $1,149,677
_____________
Source: CalPERS Annual Valuation Report as of June 30, 2019.
Funding History. The funding history for the Miscellaneous Pension Plan, the Safety (Fire) Pension
Plan and the Safety (Police) Pension Plan is shown in the tables below, listing for each plan the actuarial
accrued liability, share of the pool’s market value of assets, share of the pool’s unfunded liability, funded
ratio, and annual covered payroll.
MISCELLANEOUS PLAN
Valuation
Date
Accrued
Liability
(AL)
Share of Pool’s
Market Value of
Assets (MVA)
Share of
Pool’s
Unfunded
Liability
Funded
Ratio
Annual
Covered
Payroll
06/30/15 $77,006,902 $49,394,496 $27,612,406 64.1% $7,718,129
06/30/16 80,026,846 48,625,338 31,401,508 60.8% 8,167,804
06/30/17 85,192,539 53,149,353 32,043,186 62.4% 8,585,871
06/30/18 93,050,082 56,829,079 36,221,003 61.1% 9,009,487
06/30/19 97,517,888 59,864,803 37,653,085 61.4% 9,776,975
Source: CalPERS Annual Valuation Report as of June 30, 2019.
SAFETY PLAN (FIRE) PLAN
Valuation
Date
Accrued
Liability
(AL)
Share of Pool’s
Market Value of
Assets (MVA)
Share of
Pool’s
Unfunded
Liability
Funded
Ratio
Annual
Covered
Payroll
06/30/15 $18,778,934 $14,123,247 $4,655,687 75.2% $861,058
06/30/16 19,502,338 13,664,401 5,837,937 70.1% 872,361
06/30/17 20,415,328 14,564,518 5,850,810 71.3% 915,514
06/30/18 22,124,489 15,535,281 6,589,208 70.2% 1,240,287
06/30/19 22,910,724 16,095,947 6,814,777 70.3% 1,261,589
Source: CalPERS Annual Valuation Report as of June 30, 2019.
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SAFETY PLAN (POLICE) PLAN
Valuation
Date
Accrued
Liability
(AL)
Share of Pool’s
Market Value of
Assets (MVA)
Share of
Pool’s
Unfunded
Liability
Funded
Ratio
Annual
Covered
Payroll
06/30/15 $32,603,700 $23,991,212 $8,612,488 73.6% $2,014,967
06/30/16 34,518,518 23,828,491 10,690,027 69.0% 1,962,148
06/30/17 37,825,137 27,120,214 10,704,923 71.7% 2,000,942
06/30/18 42,141,491 30,036,825 12,104,666 71.3% 1,758,566
06/30/19 42,902,629 30,377,909 12,524,720 70.8% 1,770,437
Source: CalPERS Annual Valuation Report as of June 30, 2019.
Actuarial Methods and Assumptions. At its December 2016 meeting, the CalPERS Board of
Administration lowered the discount rate from 7.50 percent to 7.00 percent using a three-year phase-in
beginning with the June 30, 2016 actuarial valuations. The decision to reduce the discount rate was primarily
based on reduced capital market assumptions provided by external investment consultants and CalPERS
investment staff. The specific decision adopted by the Board reflected recommendations from CalPERS staff
and additional input from employer and employee stakeholder groups. Based on the investment allocation
adopted by the Board and capital market assumptions, the reduced discount rate assumption provides a more
realistic assumption for the long-term investment return of the fund.
On December 19, 2017, the CalPERS Board of Administration adopted new actuarial assumptions
based on the recommendations in the December 2017 CalPERS Experience Study and Review of Actuarial
Assumptions. This study reviewed the retirement rates, termination rates, mortality rates, rates of salary
increases and inflation assumption for public agencies. These new assumptions are incorporated in the
actuarial valuation used by CalPERS and will impact the required contribution for FY 2020-21.
Notwithstanding the Board’s decision to phase into a 7.0 percent discount rate, subsequent analysis
of the expected investment return of CalPERS assets or changes to the investment allocation may result in a
change to future discount rates.
Subsequent Events. The CalPERS Board of Administration has adopted a new amortization policy
effective with the June 30, 2019 actuarial valuation. The new policy shortens the period over which actuarial
gains and losses are amortized from 30 years to 20 years with the payments computed using a level dollar
amount. In addition, the new policy removes the 5-year ramp-up and ramp-down on UAL bases attributable
to assumption and method changes and non-investment gains/losses. The new policy removes the 5-year
ramp-down on investment gains/losses. These changes will apply only to new UAL bases established on or
after June 30, 2019.
For inactive employers the new amortization policy imposes a maximum amortization period of 15
years for all unfunded accrued liabilities effective June 30, 2017. Furthermore, the plan actuary has the ability
to shorten the amortization period on any valuation date based on the life expectancy of plan members and
projected cash flow needs to the plan.
The contribution requirements determined in most current CalPERS actuarial valuation report are
based on demographic and financial information as of June 30, 2019. Changes in the value of assets
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subsequent to that date are not reflected. Investment returns below the assumed rate of return will increase
future retired contributions while investment returns above the assumed rate of return will decrease future
retired contribution.
This actuarial valuation report reflects statutory changes, regulatory changes and CalPERS Board
actions through January 2020. Any subsequent changes or actions are not reflected.
Analysis of Discount Rate Sensitivity. Shown below are various valuation results as of June 30,
2019 assuming alternate discount rates. Results are shown using the current discount rate of 7.0 percent as
well as alternate discount rates of 6.0 percent and 8.0 percent. The rates of 6.0 percent and 8.0 percent were
selected by CalPERS since they illustrate the impact of a 1 percent increase or decrease to the 7.0 percent
assumption. This analysis shows the potential plan impacts if the particular plan were to realize investment
returns of 6.0 percent, 7.0 percent, or 8.0 percent over the long-term.
MISCELLANEOUS PLAN
As of June 30, 2019
Plan’s Total
Normal Cost
Accrued
Liability
Unfunded
Accrued Liability
Funded
Status
6.0% 43.60% $37,621,930 $14,285,088 62.0%
7.0% (current discount rate) 34.58% 33,307,111 9,970,269 70.1%
8.0% 27.72% 29,720,526 6,383,684 78.5%
SAFETY PLAN (FIRE)
As of June 30, 2019
Plan’s Total
Normal Cost
Accrued
Liability
Unfunded
Accrued Liability
Funded
Status
6.0% 40.68% $25,988,867 $16,095,947 61.9%
7.0% (current discount rate) 32.61% 22,910,724 6,814,777 70.3%
8.0% 26.42% 20,391,778 4,295,831 78.9%
SAFETY PLAN (POLICE)
As of June 30, 2019
Plan’s Total
Normal Cost
Accrued
Liability
Unfunded
Accrued Liability
Funded
Status
6.0% 40.60% $49,011,892 $18,633,983 61.9%
7.0% (current discount rate) 34.58% 42,902,629 12,524,720 70.3%
8.0% 27.72% 37,951,365 7,573,456 78.9%
Asset Volatility Ratio (AVR). Plans that have higher asset-to-payroll ratios experience more volatile
employer contributions (as a percentage of payroll) due to investment return. For example, a plan with an
asset-to-payroll ratio of 8 may experience twice the contribution volatility due to investment return volatility,
than a plan with an asset-to-payroll ratio of 4. Shown below is the asset volatility ratio for the Miscellaneous
Plan, the Safety Plan (Fire) and the Safety Plan (Police), which a measure of each plan’s current contribution
volatility. It should be noted that this ratio is a measure of the current situation. It increases over time but
generally tends to stabilize as the plan matures.
Liability Volatility Ratio (LVR). Plans that have higher liability-to-payroll ratios experience more
volatile employer contributions (as a percentage of payroll) due to investment return and changes in liability.
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For example, a plan with a liability-to-payroll ratio of 8 is expected to have twice the contribution volatility
of a plan with a liability-to-payroll ratio of 4. The liability volatility ratio is also shown in the table below. It
should be noted that this ratio indicates a longer-term potential for contribution volatility. The AVR, described
above, will tend to move closer to the LVR as the plan matures. Since the liability volatility ratio is a long-
term measure, it is shown below at the current discount rate (7 percent) as well as the discount rate the Board
has adopted to determine the contribution requirement in the June 30, 2019 actuarial valuation (7.00 percent).
Rate Volatility
Miscellaneous
Plan*
Safety Plan
(Fire)*
Safety Plan
(Police)*
1. Market Value of Assets $59,666,226 $16,095,947 $30,377,909
2. Payroll 9,776,975 1,261,589 1,770,437
3. Asset Volatility Ratio (AVR) [(1) / (2)] 6.1 12.8 17.2
4. Accrued Liability $97,517,888 $22,910,724 $42,902,629
5. Liability Volatility Ratio (LVR) [(4) / (2)] 10.0 18.2 21.0
*As of June 30, 2019
Source: CalPERS Annual Valuation Report as of June 30, 2019.
General Fund Long-Term Indebtedness
The City’s primary long-term obligations payable from the General Fund currently consist of lease
payments to the California Infrastructure and Economic Development Bank (I-Bank) under a $4 million lease
financing arrangement to finance roadway and other right-of-way improvements related to the Redwood
Business Park. As of June 30, 2020, the aggregate outstanding principal amount of such lease payments was
$3,837,218 [verify]. The City has also entered into a lease arrangement for the purchase of fire engine totaling
$1,125,000, with a presently outstanding balance of $869,798 [verify] as of June 30, 2020.
See Note 7 to the City’s audited financial statements for fiscal year 2018-19 attached hereto as Appendix B
for a description of all the City’s outstanding indebtedness.
OVERLAPPING DEBT OF THE CITY
Direct and Overlapping Bonded Debt
The following Table 12 sets forth the statement of the City’s direct and overlapping bonded
indebtedness, as of September 17, 2020, and as prepared by California Municipal Statistics, Inc., Oakland,
California (the “Debt Report”). The Debt Report is included for general information purposes only. The City
has not reviewed the Debt Report for completeness or accuracy and makes no representation in connection
therewith. The Debt Report generally includes long-term obligations sold in the public credit markets by
public agencies whose boundaries overlap the boundaries of the City in whole or in part. Such long-term
obligations generally are not payable from revenues of the City (except as indicated) nor are they necessarily
obligations secured by land within the City. In many cases, long-term obligations issued by public agency are
payable only from the general fund or other revenues of such public agency.
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Table 12
CITY OF UKIAH
SERIES 2020 LEASE REVENUE BONDS
DIRECT AND OVERLAPPING BONDED DEBT
2020-21 Assessed Valuation: $1,611,033,296
OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 10/1/20
Mendocino Lake Community College District 13.611% $ 8,364,170
Ukiah Unified School District 34.015 22,055,809
TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT $30,419,979
DIRECT AND OVERLAPPING GENERAL FUND DEBT:
Mendocino County Certificates of Participation 12.749% $ 2,032,191
Mendocino County Pension Obligation Bonds 12.749 5,055,616
Ukiah Unified School District General Fund Obligations 34.015 2,334,371
City of Ukiah General Fund Obligations 100.000 3,751,776(1)
TOTAL DIRECT AND OVERLAPPING GENERAL FUND DEBT $13,173,954
OVERLAPPING TAX INCREMENT DEBT (Successor Agency): 100.000% $5,495,771
COMBINED TOTAL DEBT $49,089,704(2)
__________________________
(1) Excludes issue to be sold.
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease
obligations.
Ratios to 2020-21 Assessed Valuation:
Total Overlapping Tax and Assessment Debt .................1.89%
Combined Direct Debt ($3,751,776) ............................. 0.23%
Combined Total Debt ......................................................3.05%
Ratios to Redevelopment Successor Agency Incremental Valuation ($736,582,222):
Total Overlapping Tax Increment Debt ..........................0.75%
Source: California Municipal Statistics Inc.
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BOND OWNERS’ RISKS
The purchase of the Bonds involves investment risk. The following risk factors, along with the other
information in this Official Statement, should be considered by potential investors in evaluating the purchase
of the Bonds. However, the following does not purport to be an exhaustive listing of risks and other
considerations that may be relevant to an investment in the Bonds. In addition, the order in which the
following factors are presented is not intended to reflect the relative importance of any such risks.
COVID-19 Pandemic
The COVID-19 Pandemic is materially adversely affecting the local, state and world economies. The
City cannot currently predict the extent or duration of the outbreak or what ultimate impact it may have on
the City’s financial condition or operations, although the City believes it will be material and adverse. See
“CITY FINANCIAL INFORMATION – General Fund, the Budget Process and Information” and “– COVID-
19 Pandemic” herein for a discussion of current and potential impacts of COVID-19 on the City’s operations
and finances.
U.S. Economic Recession
On June 8, 2020, the National Bureau of Economic Research (“NBER”) declared that a recession in
the United States commenced in February 2020. Reportedly, this was the fastest that NBER has declared any
recession since the group began formal announcements in 1979. In announcing the recession, NBER said
“[T]he unprecedented magnitude of the decline in employment and production, and its broad reach across the
entire economy, warrants the designation of this episode as a recession . . .” The City cannot predict how
long the current economic recession will last or the impacts on the City’s General Fund revenues, but such
impacts may be material and adverse.
Future Financial Condition
No representation is made as to the future financial condition of the City. Payment of the Base Rental
Payments is a general fund obligation of the City and the ability of the City to make Base Rental Payments
may be adversely affected by its financial condition as of any particular time. Any such future financial
conditions may have a detrimental impact on the City’s General Fund, and, accordingly, may reduce the
City’s ability to make Rental Payments. See the caption “CITY FINANCIAL INFORMATION” herein.
Additional Obligations of the City
The City has a significant amount of obligations payable from its General Fund, including but not
limited to debt obligations, pension obligations, lease obligations and other obligations related to post
employment retirement benefits as well as certain other liabilities. The Lease and Indenture do not prohibit
the City from incurring additional lease and other obligations payable from the City’s General Fund. In that
regard, the City from time to time incurs various General Fund obligations to finance public improvements,
which may also include lease obligations payable from its General Fund. To the extent that additional
obligations are incurred by the City, the funds available to make Base Rental Payments may be decreased. In
the event that the City’s revenue sources are less than its total obligations, the City could choose to fund other
activities before making Base Rental Payments and other payments due under the Lease.
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Substitution or Release of Leased Facilities
The Authority and the City may amend the Lease: (a) to substitute alternate real property for any
portion of the Leased Facilities; or (b) to release a portion of the Leased Facilities from the Lease, upon
compliance with certain conditions set forth in the Lease. After a substitution or release, the portion of the
Leased Facilities for which the substitution or release has been effected will be released from the subleasehold
encumbrance of the Lease.
The Lease requires, among other things, that the annual fair rental value of the Leased Facilities after
substitution or release will be at least equal to 100% of the maximum amount of the Base Rental Payments
becoming due in the then current Fiscal Year or in any subsequent Fiscal Year, as constituted after such
substitution or release. Thus, a portion of the Leased Facilities could be replaced with less valuable real
property, or could be released altogether. Such a replacement or release could have an adverse impact on the
security for the Bonds, particularly if an event requiring abatement of Base Rental Payments were to occur
subsequent to such substitution or release.
Base Rental Payments Are Not Debt
The obligation of the City to make the Base Rental Payments under the Lease does not constitute an
obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the
City has levied or pledged any form of taxation. Neither the Bonds nor the obligation of the City to make
Base Rental Payments constitute a debt of the City, the State of California or any political subdivision thereof
(other than the Authority) within the meaning of any constitutional or statutory debt limitation or restriction.
The Bonds are not general obligations of the Authority, but are limited obligations payable solely
from and secured by a pledge of Revenues and amounts held in the funds and accounts created under the
Indenture, consisting primarily of Base Rental Payments. The Authority has no taxing power.
The Bonds are being issued by the Authority pursuant to the Bond Law. The Supreme Court of the
State in its 1998 decision of Rider v. City of San Diego, 18 Cal. 4th 1035, upheld the validity of a joint powers
agency financing and found that bonds issued pursuant to the Bond Law and payable from lease payments
made pursuant to a lease with the City of San Diego were not subject to the State constitutional provisions
that require two-thirds voter approval of indebtedness incurred by a city, county or school district. No voter
approval of the Bonds or the Lease has been sought.
Although the Lease does not create a pledge, lien or encumbrance upon the funds of the City, the
City is obligated under the Lease to pay the Base Rental Payments from any source of legally available funds
and the City has covenanted in the Lease that, for so long as the Leased Facilities are available for its use, it
will make the necessary annual appropriations within its budget for the Base Rental Payments.
No Reserve Fund
No reserve fund or account will be established and maintained with respect to the Bonds. As a result,
in the event of non-appropriation or non-payment of the Base Rental Payments in full when due, no other
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source of funds will be available to make payments of debt service on the Bonds while remedial actions are
taken with respect to such non-appropriation or non-payment.
Abatement
In the event of loss or substantial interference in the use and possession by the City of all or any
portion of the Leased Facilities caused by material damage, title defect, destruction to or condemnation of the
Leased Facilities, Base Rental Payments will be subject to abatement. See “SECURITY FOR THE BONDS
– Abatement” herein. In the event that such component of the Leased Facilities, if damaged or destroyed by
an insured casualty, could not be replaced during the period of in which proceeds of the City’s rental
interruption insurance will be available in lieu of Base Rental Payments, or in the event that casualty insurance
proceeds or condemnation proceeds are insufficient to provide for complete repair or replacement of such
component of the Leased Facilities or prepayment of the Bonds, there could be insufficient funds to make
payments to Owners in full. It is not always possible to predict the circumstances under which abatement of
rental may occur. In addition, there is no statute, case or other law specifying how such an abatement of rental
should be measured. For example, it is not clear whether fair rental value is established as of commencement
of the lease or at the time of the abatement. If the latter, it may be that the value of the Leased Facilities is
substantially higher or lower than its value at the time of issuance of the Bonds. Abatement, therefore, could
have an uncertain and material adverse effect on the security for and payment of the Bonds.
If damage, destruction, title defect or eminent domain proceedings with respect to the Leased
Facilities results in abatement of the Base Rental Payments related to such Leased Facilities and if such abated
Base Rental Payments, if any, together with moneys from rental interruption or use and occupancy insurance
(in the event of any insured loss due to damage or destruction), and eminent domain proceeds, if any, are
insufficient to make all payments of principal and interest with respect to the Bonds during the period that the
Leased Facilities is being replaced, repaired or reconstructed, then all or a portion of such payments of
principal and interest may not be made. Reduction in Base Rental Payments due to abatement as provided in
the Lease does not constitute a default thereunder, and no remedy is available to the Bond Owners under the
Lease or the Indenture for nonpayment under such circumstances. See APPENDIX A – “SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS – The Lease – Abatement of Rental.”
Limited Recourse on Default; No Right to Repossess; No Acceleration of Base Rental Payments
Failure by the City to make Base Rental Payments, or failure to pay Additional Rental Payments or
to observe and perform any other terms, covenants or conditions contained in the Lease or in the Indenture
for a period of 30 days after written notice of such failure and request that it be remedied has been given to
the City by the Authority or the Trustee, constitute Events of Default under the Lease. Such events permit the
Trustee or the Authority to pursue any and all remedies available. However, notwithstanding anything in the
Lease or in the Indenture to the contrary, there is no right under any circumstances to accelerate the Base
Rental Payments or otherwise declare any Base Rental Payments that are not then in default to be immediately
due and payable, nor do the Authority or the Trustee have any right to repossess or relet the Leased Facilities.
Following an event of default, the Authority or the Trustee may elect either to terminate the Lease
and seek to collect damages from the City or to maintain the Lease in effect and seek to collect the Base
Rental Payments as they become due. See “APPENDIX A – SUMMARY OF PRINCIPAL LEGAL
DOCUMENTS – The Lease” herein.
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In the event of a default, there is no remedy of acceleration of the total Base Rental Payments due
over the term of the Lease and neither the Authority nor the Trustee are empowered to sell or relet the Leased
Facilities and use the proceeds of such sale or reletting to redeem the Bonds or pay debt service with respect
thereto. The City will be liable only for Base Rental Payments on an annual basis and, in the event of a default,
the Authority or Trustee would be required to seek a separate judgment each year for that year’s defaulted
Base Rental Payments. Any such suit for money damages would be subject to limitations on legal remedies
against municipalities in California, including a limitation on enforcement of judgments against funds of a
Fiscal Year other than the Fiscal Year in which the Base Rental Payments were due and against funds needed
to serve the public welfare and interest.
Risk of Uninsured Loss
The City covenants under the Lease to maintain certain insurance policies on the Leased Facilities.
See “SECURITY FOR THE BONDS – Insurance” herein. These insurance policies do not cover all types of
risk, and the City need not obtain insurance except as available on the open market from reputable insurers.
For instance, the City does not covenant to maintain earthquake insurance. The Leased Facilities could be
damaged or destroyed due to earthquake or other casualty for which the Leased Facilities is uninsured.
Additionally, the Leased Facilities could be the subject of an eminent domain proceeding. Under these
circumstances an abatement of Base Rental Payments could occur and could continue indefinitely.
There can be no assurance that the providers of the City’s liability and rental interruption insurance
will in all events be able or willing to make payments under the respective policies for such loss should a
claim be made under such policies. Further, there can be no assurances that amounts received as proceeds
from insurance or from condemnation of the Leased Facilities will be sufficient repair the Leased Facilities
or to redeem the Bonds and any other obligations secured by Base Rental Payments.
Certain of the City’s insurance policies provide for deductibles. Should the City be required to meet
such deductible expenses, the availability of General Fund revenues to make Base Rental Payments may be
correspondingly affected.
Accuracy of Assumptions
The City has made certain financial forecasts and assumptions with regard certain information
provided in this Official Statement. The City believes these financial forecasts and assumptions to be
reasonable, but variations in the any one of the assumptions may produce substantially different financial
results. Actual operating results achieved during the projection period may vary from those forecasted and
such variations may be material. Accordingly, such assumptions and projections are at best educated
estimates, and are not in any way a guaranty of future performance, and the City assumes no responsibility
for the accuracy of such financial forecasts and projections.
Eminent Domain
If the Leased Facilities are taken permanently under the power of eminent domain or sold to a
government threatening to exercise the power of eminent domain, the term of the Lease will cease as of the
day possession is taken. If less than all of the Leased Facilities are taken permanently, or if the Leased
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Facilities or any part thereof is taken temporarily, under the power of eminent domain, (a) the Lease will
continue in full force and effect and will not be terminated by virtue of such taking, and (b) there will be a
partial abatement of Base Rental Payments as a result of the application of net proceeds of any eminent
domain award to the prepayment of the Base Rental Payments, in an amount to be agreed upon by the City
and the Authority such that the resulting Base Rental Payments represent fair consideration for the use and
occupancy of the remaining usable portion of the Leased Facilities. The City covenants in the Lease to contest
any eminent domain award which is insufficient to either: (i) prepay the Base Rental Payments in whole, if
all the Leased Facilities are condemned; or (ii) prepay a pro rata share of Base Rental Payments, in the event
that less than all of the Leased Facilities are condemned.
Hazardous Substances
The existence or discovery of hazardous materials may limit the beneficial use of the Leased
Facilities. In general, the owners and lessees of the Leased Facilities may be required by law to remedy
conditions of such parcel relating to release or threatened releases of hazardous substances. The federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as
“CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws, but
California laws with regard to hazardous substances are also similarly stringent. Under many of these laws,
the owner or lessee is obligated to remedy a hazardous substance condition of the property whether or not the
owner or lessee had anything to do with creating or handling the hazardous substance. The effect, therefore,
should any of the property within the City be affected by a hazardous substance, could be to reduce the
marketability and value of such property by the costs of remedying the condition, because the purchaser, upon
becoming owner, will become obligated to remedy the condition just as is the seller.
Further it is possible that the beneficial use of the Leased Facilities may be limited in the future
resulting from the current existence on the Leased Facilities of a substance currently classified as hazardous
but which has not been released or the release of which is not presently threatened, or may arise in the future
resulting from the current existence on the Leased Facilities of a substance not presently classified as
hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the
existence of a hazardous substance but from the method in which it is handled. All of these possibilities could
significantly limit the beneficial use of the Leased Facilities. The City has not independently verified, but is
unaware of the existence of hazardous substances on the Leased Facilities site which would materially
interfere with the beneficial use thereof.
Bankruptcy
The City is a unit of State government and therefore is not subject to the involuntary procedures of
the United States Bankruptcy Code (the “Bankruptcy Code”). However, pursuant to Chapter 9 of the
Bankruptcy Code, the City may seek voluntary protection from its creditors for purposes of adjusting its debts.
In the event the City were to become a debtor under the Bankruptcy Code, the City would be entitled to all of
the protective provisions of the Bankruptcy Code as applicable in a Chapter 9 proceeding. Among the adverse
effects of such a bankruptcy might be: (i) the application of the automatic stay provisions of the Bankruptcy
Code, which, until relief is granted, would prevent collection of payments from the City or the commencement
of any judicial or other action for the purpose of recovering or collecting a claim against the City; (ii) the
avoidance of preferential transfers occurring during the relevant period prior to the filing of a bankruptcy
petition; (iii) the existence of unsecured or court-approved secured debt which may have a priority of payment
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superior to that of Owners of Bonds; and (iv) the possibility of the adoption of a plan for the adjustment of
the City’s debt (a “Plan”) without the consent of the Trustee or all of the Owners of Bonds, which Plan may
restructure, delay, compromise or reduce the amount of any claim of the Owners if the Bankruptcy Court
finds that the Plan is fair and equitable.
In addition, the City could either reject the Lease or assume the Lease despite any provision of the
Lease which makes the bankruptcy or insolvency of the City an event of default thereunder. In the event the
City rejects the Lease, the Trustee, on behalf of the Owners of the Bonds, would have a pre-petition claim
that may be limited under the Bankruptcy Code and treated in a manner under a Plan over the objections of
the Trustee or Owners of the Bonds. Moreover, such rejection would terminate the Lease and the City’s
obligations to make payments thereunder.
In a bankruptcy of the City, if a material unpaid liability is owed to CalPERS or any other pension
system (collectively the “Pension Systems”) on the filing date, or accrues thereafter, such circumstances could
create additional uncertainty as to the City’s ability to make Base Rental Payments. Given that municipal
pension systems in California are usually administered pursuant to state constitutional provisions and, as
applicable, other state and/or city law, the Pension Systems may take the position, among other possible
arguments, that their claims enjoy a higher priority than all other claims, that Pension Systems have the right
to enforce payment by injunction or other proceedings outside of a City bankruptcy case, and that Pension
System claims cannot be the subject of adjustment or other impairment under the Bankruptcy Code because
that would purportedly constitute a violation of state statutory, constitutional and/or municipal law. It is
uncertain how a bankruptcy judge in a City bankruptcy would rule on these matters. In addition, this area of
law is presently very unsettled as issues of pension underfunding claim priority, pension contribution
enforcement, and related bankruptcy plan treatment of such claims (among other pension-related matters)
have been the subject of litigation in the Chapter 9 cases of several California municipalities, including the
cities of Stockton and San Bernardino.
The Authority is a public agency and, like the City, is not subject to the involuntary procedures of
the Bankruptcy Code. The Authority may also seek voluntary protection under Chapter 9 of the Bankruptcy
Code. In the event the Authority were to become a debtor under the Bankruptcy Code, the Authority would
be entitled to all of the protective provisions of the Bankruptcy Code as applicable in a Chapter 9 proceeding.
Such a bankruptcy could adversely affect the payments under the Indenture. Among the adverse effects might
be: (i) the application of the automatic stay provisions of the Bankruptcy Code, which, until relief is granted,
would prevent collection of payments from the Authority or the commencement of any judicial or other action
for the purpose of recovering or collecting a claim against the Authority; (ii) the avoidance of preferential
transfers occurring during the relevant period prior to the filing of a bankruptcy petition; (iii) the existence of
unsecured or court-approved secured debt which may have priority of payment superior to that of the Owners
of the Bonds; and (iv) the possibility of the adoption of a plan for the adjustment of the Authority’s debt
without the consent of the Trustee or all of the Owners of the Bonds, which plan may restructure, delay,
compromise or reduce the amount of any claim of the Owners if the Bankruptcy Court finds that the Plan is
fair and equitable. However, the bankruptcy of the Authority, and not the City, should not affect the Trustee’s
rights under the Lease. The Authority could still challenge the assignment, and the Trustee and/or the Owners
of the Bonds could be required to litigate these issues in order to protect their interests.
The adjustment plans approved by the Bankruptcy Courts in connection with the bankruptcies of the
cities of Vallejo, San Bernardino and Stockton resulted in significant reductions in the amounts payable by
the cities under lease revenue obligations substantially identical or similar to the Bonds. Neither the Authority
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nor the City can provide any assurances about the outcome of a bankruptcy case of another California
municipality or the nature of any adjustment plan if it were to file for bankruptcy.
The various legal opinions to be delivered concurrently with the Bonds (including Bond Counsel’s
approving opinion) will be qualified as to the enforceability of the various agreements relating to the Bonds
by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of
creditors generally and by general principles of equity applied in the exercise of judicial discretion.
No Liability of Authority to the Owners
Except as expressly provided in the Indenture, the Authority will not have any obligation or liability
to the Owners of the Bonds with respect to the payment when due of the Base Rental Payments by the City,
or with respect to the performance by the City of other agreements and covenants required to be performed
by it contained in the Lease or the Indenture, or with respect to the performance by the Trustee of any right
or obligation required to be performed by it contained in the Indenture.
Dependence on State for Certain Revenues
A number of the City’s revenues are collected and dispersed by the State (such as sales tax and
motorvehicle license fees) or allocated in accordance with State law (most importantly, property taxes).
Therefore, State budget decisions can have an impact on City finances. In the event of a material economic
downturn in the State, there can be no assurance that any resulting revenue shortfalls to the State will not
reduce revenues to local governments (including the City) or shift financial responsibility for programs to
local governments as part of the State’s efforts to address any such related State financial difficulties.
The COVID-19 Pandemic is materially adversely impacting the financial condition of the State. In
addition, there are a number of other budget risks that threaten the financial condition of the State, including
the onset of recession and the significant unfunded liabilities of the two main retirement systems managed by
State entities, CalPERS and the California State Teachers’ Retirement System (“STRS”). The State also has
a significant unfunded liability with respect to other post-employment benefits.
On June 29, 2020, the Governor signed into law the State budget for fiscal year 2020-21 (the “2020-
21 Budget”). The following information is drawn from the DOF’s summary of the 2020-21 Budget.
As with the Governor’s May revision (the “May Revision”) to the proposed State budget, the 2020-
21 Budget acknowledges that the rapid onset of COVID-19 has had an immediate and severe impact on the
State’s economy. The ensuing recession has caused significant job losses, precipitous drops in family and
business income, and has exacerbated inequality. The May Revision forecast included a peak unemployment
rate of 24.5% in the second quarter of 2020 and a decline in personal income of nearly 9%. The 2020-21
Budget reports that the official unemployment rate exceeded 16% in both April and May of 2020.
The 2020-21 Budget includes a number of measures intended to address a projected deficit of $54.3
billion identified by the May Revision, and occasioned principally by declines in the State’s three main tax
revenues (personal income, sales and use, and corporate). The measures included in the 2020-21 Budget, and
described below, are intended to close this deficit and set aside $2.6 billion in the State’s traditional general
fund reserve, including $716 million for the State to respond to the changing conditions of the COVID-19
Pandemic:
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Draw Down of Reserves – The 2020-21 Budget draws down $8.8 billion in total State reserves,
including $7.8 billion from the State’s Budget Stabilization Account (the “BSA”), $450 million from
the Safety Net Reserve and all funds in the State’s Public School System Stabilization Account.
Triggers – The 2020-21 Budget includes $11.1 billion in reductions and deferrals that would be
restored if at least $14 billion in federal funds are received by October 15, 2020. If the State receives
less than this amount, reductions and deferrals would be partially restored. The triggers includes $6.6
billion in deferred spending on education, $970 million in funding for the California State University
and University of California systems, $2.8 billion in State employee compensation and $150 million
for courts, as well as funding for various other State programs. The triggers would also fund an
additional $250 million for county programs to backfill revenue losses.
Federal Funds – The 2020-21 Budget relies on $10.1 billion in federal funds, including $8.1 billion
of which has already been received. This relief includes recent congressional approval for a
temporary increase in the federal government’s share of Medicaid costs, a portion of the State’s
Coronavirus Relief Fund allocation pursuant to the CARES Act and federal funds provided for
childcare programs.
Borrowing/Transfers/Deferrals – The 2020-21 Budget relies on $9.3 billion in special fund borrowing
and transfers, as well as deferrals to K-14 education discussed further herein. Approximately $900
million of special fund borrowing is associated with reductions to State employee compensation and
is subject to the triggers discussed above.
Increased Revenues – The 2020-21 Budget temporarily suspends for three years net operating loss
tax deductions for medium and large businesses and limits business tax credits, with an estimated
increase in tax revenues of $4.3 billion in fiscal year 2020-21.
Cancelled Expansions, Updated Assumptions and Other Measures – The 2020-21 Budget includes
an additional $10.6 billion of measures, including cancelling multiple programmatic expansions,
anticipated governmental efficiencies, higher ongoing revenues above the forecast included in the
May Revision, and lower health and human services caseload costs than assumed by the May
Revision.
For fiscal year 2019-20, the 2020-21 Budget projects total general fund revenues and transfers of
$137.6 billion and authorizes expenditures of $146.9 billion. The State is projected to end the 2019-20 fiscal
year with total available general fund reserves of $17 billion, including $16.1 billion in the BSA and $900
million in the Safety Net Reserve Fund. For fiscal year 2020-21, the 2020-21 Budget projects total general
fund revenues and transfers of $137.7 billion and authorizes expenditures of $133.9 billion. The State is
projected to end the 2020-21 fiscal year with total available general fund reserves of $11.4 billion, including
$2.6 billion in the traditional general fund reserve (of which $716 million is earmarked for COVID-related
responses), $8.3 billion in the BSA and $450 million in the Safety Net Reserve Fund.
Current and future State budgets will be significantly affected by the COVID-19 Pandemic and other
factors over which the City has no control. The City cannot determine what actions will be taken in the future
by the State Legislature and the Governor to deal with the COVID-19 Pandemic and resulting changing State
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revenues and expenditures. There can be no assurance that, as a result of the COVID-19 Pandemic or
otherwise, the State will not significantly reduce revenues to local governments (including the City) or shift
financial responsibility for programs to local governments as part of its efforts to address State financial
conditions. There can be no assurance that State actions to respond to the COVID-19 Pandemic will not
materially adversely affect the financial condition of the City.
Information about the State budget is regularly available at various State-maintained websites. Text
of proposed and adopted budgets may be found at the website of the State Department of Finance (the “DOF”),
http://www.dof.ca.gov, under the heading “California Budget.” An impartial analysis of the budget is posted
by the Legislative Analyst’s Office (the “LAO”) at http://www.lao.ca.gov. In addition, various State official
statements, many of which contain a summary of the current and past State budgets and the impact of those
budgets on cities in the State, may be found at the website of the State Treasurer, http://www.treasurer.ca.gov.
The information referred to is prepared by the respective State agency maintaining each website and not by
the City or the Underwriter, and neither the City nor the Underwriter takes any responsibility for the
continued accuracy of these Internet addresses or for the accuracy, completeness or timeliness of information
posted there, and such information is not incorporated herein by these references.
Risks Related to Taxation in California
Constitutional Amendments Affecting Tax Revenues. Article XIIIA of the California Constitution
limits the amounts of ad valorem tax on real property to 1% of “full cash value” as determined by the county
assessor. Article XIIIA defines “full cash value” to mean “the County Assessor’s valuation of real property
as shown on the 1975/76 tax bill under ‘full cash value’, or thereafter the appraised value of real property
when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment period.”
Furthermore, all real property valuation may be increased to reflect the inflation rate, as shown by the
consumer price index, not to exceed 2% per year, or may be reduced in the event of declining property values
caused by damage, destruction or other factors.
Article XIIIA exempts from the 1% tax limitation any taxes to repay indebtedness approved by the
voters prior to July 1, 1978, and any bonded indebtedness for the acquisition or improvement of real property
approved on or after July 1, 1978 by two-thirds of the voters voting on the proposition approving such bonds,
and requires a vote of two-thirds of the qualified electorate to impose special taxes, while totally precluding
the imposition of any additional ad valorem, sales or transaction tax on real property. In addition, Article
XIIIA requires the approval of two-thirds of all members of the State legislature to change any State tax law
resulting in increased tax revenues.
Article XIIIB of the California Constitution limits the annual appropriations from the proceeds of
taxes of the State and any city, county, school district, special district or other political subdivision of the
State to the level of appropriations for the prior Fiscal Year, as adjusted for changes in the cost of living,
population and services rendered by the governmental entity. Article XIIIB includes a requirement that if an
entity’s revenues in any year exceed the amount permitted to be spent, the excess would have to be returned
by revising tax or fee schedules over the subsequent two years.
Right to Vote on Taxes Act – Proposition 218. On November 5, 1996, California voters approved
an initiative to amend the California Constitution known as the Right to Vote on Taxes Act (“Proposition
218”), which added Article XIIIC and XIIID to the California Constitution. Among other provisions,
Proposition 218 requires majority voter approval for the imposition, extension or increase of general taxes
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and two-thirds voter approval for the imposition, extension or increase of special taxes by a local government,
which is defined in Proposition 218 to include cities. Proposition 218 also provides that any general tax
imposed, extended or increased without voter approval by any local government on or after January 1, 1995
and prior to November 6, 1996 will continue to be imposed only if approved by a majority vote in an election
held within two years of November 6, 1996. Proposition 218 also provides that the initiative power shall not
be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge.
This extension of the initiative power is not limited by the terms of Proposition 218 to impositions after
November 6, 1996 and absent other legal authority, could result in retroactive reduction in any existing taxes,
assessments, fees and charges. In addition, Proposition 218 limits the application of assessments, fees and
charges and requires certain existing, new and increased assessments, fees and charges to be submitted to
property owners for approval or rejection, after notice and public hearing. The City does not expect
Proposition 218 to have any immediate material effect on the revenues from which Base Rental Payments are
expected to be appropriated.
The foregoing discussion of Proposition 218 should not be considered an exhaustive or authoritative
treatment of the issues. The City does not expect to be in a position to control the consideration or disposition
of these issues and cannot predict the timing or outcome of any judicial or legislative activity in this regard.
Interim rulings, final decisions, legislative proposals and legislative enactments may all affect the impact of
Proposition 218 on the Bonds as well as the market for the Bonds. Legislative and court calendar delays and
other factors may prolong any uncertainty regarding the effects of Proposition 218.
Implementing Legislation. Legislation enacted by the California Legislature to implement Article
XIIIA (Statutes of 1978, Chapter 292, as amended) provides that, notwithstanding any other law, local
agencies may not levy any property tax, except to pay debt service on indebtedness approved by the voters
prior to July 1, 1978, and that each county will levy the maximum tax permitted by Article XIIIA of $4.00
per $100 assessed valuation (based on the traditional practice of using 25% of full cash value as the assessed
value for tax purposes). The legislation further provided that, for Fiscal Year 1978/79 only, the tax levied by
each county was to be appropriated among all taxing agencies within the county in proportion to their average
share of taxes levied in certain previous years.
Future assessed valuation growth allowed under Article XIIIA (i.e., new construction, change of
ownership, and 2% annual value growth) will be allocated on the basis of “situs” among the jurisdictions that
serve the tax rate area within which the growth occurs. Local agencies and schools will share the growth of
“base” revenue from the tax rate area. Each year’s growth allocation becomes part of each agency’s allocation
in the following year. The Authority is unable to predict the nature or magnitude of future revenue sources
which may be provided by the State to replace lost property tax revenues. Article XIIIA effectively prohibits
the levying of any other ad valorem property tax above those described above, even with the approval of the
affected voters.
Constitutional Challenges to Property Tax System. There have been many challenges to Article
XIIIA of the California Constitution. The United States Supreme Court heard the appeal in Nordlinger v.
Hahn, a challenge relating to residential property. Based upon the facts presented in Nordlinger, the United
States Supreme Court held that the method of property tax assessment under Article XIIIA did not violate the
federal Constitution. Neither the Authority nor the City can predict whether there will be any future challenges
to California’s present system of property tax assessment and cannot evaluate the ultimate effect on the
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Authority’s receipt of tax increment revenues should a future decision hold unconstitutional the method of
assessing property.
Statutory Revenue Limitations – Proposition 62. Proposition 62 is a statewide statutory initiative
adopted by the voters at the November 4, 1986 general election. It added Sections 53720 to 53730 to the
Government Code to require that all new local taxes be approved by the voters. The statute provides that all
local taxes are either general taxes or special taxes. General taxes are imposed for general governmental
purposes. Special taxes are imposed for specific purposes only. General taxes may not be imposed by local
government unless approved by a two-thirds vote of the entire legislative body and a majority of the voters
voting on the proposed general tax. Special taxes may not be imposed by local government unless approved
by a majority of the entire legislative body and by two-thirds of the voters voting on the special tax. Soon
after Proposition 62 was adopted by the voters, legal challenges to taxes adopted contrary to its provisions
were filed. In 1991, in a significant case, City of Woodlake v. Logan, the California Court of Appeal held that
the statutory voter approval requirement for general taxes was unconstitutional. The California Supreme Court
refused to review Woodlake.
On September 28, 1995, the California Supreme Court, on a 5-2 vote, in a decision entitled Santa
Clara County Local Transportation Agency v. Guardino (Case No. S036269), “disapproved” Woodlake and
held that the voter approval requirements of Proposition 62 are valid. On December 14, 1995, the Supreme
Court made minor nonsubstantive changes to its written opinion and denied the petition for rehearing. The
decision provides that the voter approval requirements of Proposition 62 for both general and special taxes
are valid. The Guardino case fails to say (1) whether the decision is retroactively applicable to general taxes
adopted prior to the decision; (2) whether taxpayers have any remedies for refund of taxes paid under a tax
ordinance that was not voter approved; (3) what statute of limitations applies to taxes adopted without voter
approval prior to Guardino; (4) whether Proposition 62 applies only to new taxes or to tax increases as well.
The Court of Appeals in a December 15, 1997 decision entitled McBearty v. City of Brawley (Case
No. D027877) addressed some of these issues. In Brawley, a taxpayer challenged the city’s utility tax that
was passed by the city council in 1991 without a vote of the electorate. The Court of Appeals held that (i) a
three-year statute of limitations applies to challenges to a tax ordinance subject to Proposition 62; and (ii) the
statute of limitations did not begin to run until September 1995 when the Guardino case determined that
Proposition 62 was constitutional. The effect of the holding in Brawley is that any tax ordinances passed
between November 1986 and December 1995 that were not approved by the electorate would be subject to a
challenge until December 1998. The court ordered the city to either cease collecting the tax or seek voter
approval to continue levying the tax. However, in Howard Jarvis Taxpayers Association v. City of La Habra,
decided on June 4, 2001, the California Supreme Court overruled part of McBearty, finding that the three
year statute of limitations applicable to such taxes does not run from the date of the Guardino decision, but
rather the continued imposition and collection of such tax is an ongoing violation, upon which the limitations
period begins with each new collection.
Several questions raised by the Guardino decision remain unresolved. Proposition 62 provides that if
a jurisdiction imposes a tax in violation of Proposition 62, the portion of the one percent general ad valorem
tax levy allocated to that jurisdiction is reduced by $1 for every $1 in revenue attributable to the improperly
imposed tax for each year that such tax is collected. The practical applicability of this provision has not
been fully determined. Potential future litigation and legislation may resolve some or all of the issues raised
by the Guardino decision.
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Neither the Authority nor the City can predict the outcome of any pending or future litigation
concerning the validity of Proposition 62, nor can it predict the scope of the Guardino or Brawley decisions
discussed above. Proposition 62 could affect the ability of the City to continue the imposition of, or to retain,
certain taxes, and restrict the City’s ability to raise revenue.
Proposition 1A. Proposition 1A (“Proposition 1A”), proposed by the Legislature in connection with
the 2004-05 Budget Act and approved by the voters in November 2004, restricts State authority to reduce
major local tax revenues such as the tax shifts permitted to take place in Fiscal Years 2004/05 and 2005-06.
Proposition 1A provides that the State may not reduce any local sales tax rate, limit existing local government
authority to levy a sales tax rate or change the allocation of local sales tax revenues, subject to certain
exceptions. Proposition 1A generally prohibits the State from shifting to schools or community colleges any
share of property tax revenues allocated to local governments for any Fiscal Year, as set forth under the laws
in effect as of November 3, 2004. Any change in the allocation of property tax revenues among local
governments within a county must be approved by two-thirds of both houses of the Legislature. Proposition
1A provides, however, that beginning in Fiscal Year 2008-09, the State may shift to schools and community
colleges up to 8% of local government property tax revenues, which amount must be repaid, with interest,
within three years, if the Governor proclaims that the shift is needed due to a severe state financial hardship,
the shift is approved by two-thirds of both houses and certain other conditions are met. Such a shift may not
occur more than twice in any ten-year period. The State may also approve voluntary exchanges of local sales
tax and property tax revenues among local governments within a county.
Proposition 1A provides that if the State reduces the vehicle license fee (“VLF”) rate below 0.65%
of vehicle value, the State must provide local governments with equal replacement revenues. Further,
Proposition 1A requires the State to suspend State mandates affecting cities, counties and special districts,
excepting mandates relating to employee rights, schools or community colleges, in any year that the State
does not fully reimburse local governments for their costs to comply with such mandates.
Proposition 22. On November 2, 2010, voters in the State approved Proposition 22. Proposition 22,
known as the “Local Taxpayer, Public Safety, and Transportation Protection Act of 2010,” eliminates or
reduces the State’s authority to (i) temporarily shift property taxes from cities, counties and special districts
to schools, (ii) use vehicle license fee revenues to reimburse local governments for state-mandated costs (the
State will have to use other revenues to reimburse local governments), (iii) redirect property tax increment
from redevelopment agencies to any other local government, (iv) use State fuel tax revenues to pay debt
service on State transportation bonds, or (v) borrow or change the distribution of State fuel tax revenues.
Proposition 26. On November 2, 2010, voters in the State also approved Proposition 26. Proposition
26 amends Article XIIIC of the State Constitution to expand the definition of “tax” to include “any levy,
charge, or exaction of any kind imposed by a local government” except the following: (1) a charge imposed
for a specific benefit conferred or privilege granted directly to the payor that is not provided to those not
charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or
granting the privilege; (2) a charge imposed for a specific government service or product provided directly to
the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the
local government of providing the service or product; (3) a charge imposed for the reasonable regulatory costs
to a local government for issuing licenses and permits, performing investigations, inspections, and audits,
enforcing agricultural marketing orders, and the administrative enforcement and adjudication thereof; (4) a
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charge imposed for entrance to or use of local government property, or the purchase, rental, or lease of local
government property; (5) a fine, penalty, or other monetary charge imposed by the judicial branch of
government or a local government, as a result of a violation of law; (6) a charge imposed as a condition of
property development; and (7) assessments and property-related fees imposed in accordance with the
provisions of Article XIIID.
Proposition 26 provides that the local government bears the burden of proving by a preponderance
of the evidence that a levy, charge, or other exaction is not a tax, that the amount is no more than necessary
to cover the reasonable costs of the governmental activity, and that the manner in which those costs are
allocated to a payor bear a fair or reasonable relationship to the payor’s burdens on, or benefits received from,
the governmental activity. Neither the City nor the Authority expects provisions of Proposition 26 to
materially impede the City’s ability to pay Base Rental Payments when due.
Future Initiatives
From time to time, other initiative measures may be adopted, which may affect the City’s revenues
and its ability to expend said revenues. The above-mentioned measures and any future measures could restrict
the City’s ability to raise additional funds for its General Fund.
For example, the “Split Roll” Ballot Initiative, which will be on the November 2020 Ballot, would
remove certain tax protections for commercial property currently in place under Proposition 13 (Article XIII
A of the California Constitution). “Split” refers to the potential division into two parts of the County
Assessor’s tax roll: residential and nonresidential property. This initiative would eliminate the ceiling on
commercial property taxes, which is currently capped at 1% of the purchase price of the property, and would
require all commercial property taxes to be re-assessed to 2021 market values. The initiative would also
require commercial and industrial properties to be re-assessed every three years and taxed at market value.
No assurance can be provided regarding whether this initiative will pass or the impact to City finances, if, for
example, commercial property values decline under a split roll and lead to reduced tax revenue.
Limitations on Remedies
The enforceability of the rights and remedies of the owners of the Bonds and the Trustee, and the
obligations incurred by the Authority and the City, respectively, may be subject to the following, among
others: the limitations on legal remedies against joint powers authorities and cities in California; the federal
bankruptcy code and applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect; principles of equity
that 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 U.S. Constitution; and the reasonable and necessary exercise,
in certain exceptional situations, of the police power inherent in the sovereignty of the State 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 Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and
consequently may entail risks of delay, limitations or modification of their rights. See also, “– Bankruptcy”
above.
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Early Redemption Risk
Early redemption of the Base Rental Payments and redemption of the Bonds may occur in whole or
in part without premium, on any date if the Leased Facilities or a portion thereof is lost, destroyed or damaged
beyond repair or taken by eminent domain and from the proceeds of title insurance, or on any Interest Payment
Date, without a premium (see “SECURITY FOR THE BONDS – Redemption – Extraordinary Redemption”),
if the City exercises its right to prepay Base Rental Payments in whole or in part pursuant to the provisions
of the Lease and the Indenture.
Natural Disasters
The occurrence of any natural disaster in the City, including, without limitation, fire, windstorm,
drought, landslide, earthquake or flood, could have an adverse material impact on the economy within the
City, its General Fund and the revenues available for the payment of the Base Rental Payments.
The closest fault zone to the City is the Maacama Fault Zone, which is approximately 2 miles east of
the City limits. In the event of an earthquake, the City would experience strong shaking with a high peak
ground acceleration rating, which would result in quick acceleration of the earth. Such an earthquake can
result in considerable damage to poorly built or designed structures, and slight damage to buildings designed
to withstand severe ground shaking. Actual damage caused is dependent on the severity of the earthquake,
the specific buildings and infrastructure involved, and other various factors. Secondary seismic hazards to the
City could result from the interaction of ground shaking with existing soil conditions, and include settlement
and liquefaction. The District is not obligated to maintain earthquake insurance for the Leased Facilities.
The City’s planning area is near other zones of high or very high wildfire severity to the west,
southwest, and northwest, although there is less of a threat from those areas because of their relative distance
from the City’s existing limits. Brush fires in the area are common during the summer but are generally
extinguished before developed areas sustain much damage. While the City is not in an area of high fire hazard
severity, the City’s proximity to the Mendocino Range does pose a threat of wildfire spreading into the City
where the range meets the western portion of the City limits. Remote road locations and inadequate water
suppression infrastructure can limit the ability of fire crews from successfully fighting fires.
Recent large fires in the surrounding area posed a threat to the City, such as the Mendocino Complex
Fire (Ranch Fire). The Ranch Fire began off Highway 20 near Potter Valley just northeast of Ukiah in the
summer of 2018 and was not fully extinguished until the beginning of 2019. The fire burned a total of 410,203
acres throughout Mendocino, Lake, Colusa, and Glenn counties. Some commentators believe that climate
change will lead to even more frequent and damaging wildfires in the future. If a large wildfire were to occur
within the City, it is likely that significant structural damage would occur, resulting in diminished property
valuation in the City, which in turn could negatively impact the ability of the City to make the Base Rental
Payments.
Major flood-related concerns in and around the City include flooding as a result of heavy storms and
the potential failure of the Coyote Dam at the base of Lake Mendocino. The City is primarily susceptible to
flooding on the eastern border of the city limits of the City (the “City Limits”), although localized flooding
may occur in other areas. Areas within a 100-year floodplain have a 1 percent chance each year of flooding,
while areas in a 500-year floodplain have a 0.2 percent chance each year of flooding. The 100-year and 500-
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year floodplain extends the length of Russian River from the northeastern City Limits through the
southeastern City Limits of Ukiah. Areas within the City Limits along Gibson Creek and Doolin Creek are in
the 100-year and 500-year floodplain as well.
The occurrence of natural disasters in the City could result in substantial damage to the City or the
Leased Facilities which, in turn, could substantially reduce general fund revenues and affect the ability of the
City to make the Base Rental Payments. Reduced ability to make the Base Rental Payments could affect the
payment of the principal of and interest on the Bonds. Furthermore, any uninsured natural disaster event that
causes damage to the Leased Facilities could result in abatement of Base Rental Payments under the Lease.
See “BOND OWNERS’ RISKS – Abatement” above.
Hazardous Substances
The City knows of no existing hazardous substances which require remedial action on or near the
Leased Facilities. However, it is possible such substances do currently or potentially exist and that the City is
not aware of them.
Owners and operators of real property may be required by law to remedy conditions of the property
relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund
Act,” is the most well-known and widely applicable of these laws, but California laws with regard to
hazardous substances are also stringent and similar. Under many of these laws, the owner (or operator) is
obligated to remedy a hazardous substance whether or not the owner (or operator) has anything to do with
creating or handling the hazardous substance. Further, such liabilities may arise not simply from the existence
of a hazardous substance but from the method of handling it. All of these possibilities could significantly and
adversely affect the operations and finances of the City, may result in the reduction in the assessed value of
property, and therefor property tax revenue.
Cybersecurity
The City, like many other public and private entities, relies on a large and complex technology
environment to conduct its operations. As a recipient and provider of personal, private, or sensitive
information, the City is subject to multiple cyber threats including, but not limited to, hacking, viruses,
malware, ransomware and other attacks on computer and other sensitive digital networks and systems. Entities
or individuals may attempt to gain unauthorized access to the City’s digital systems for the purposes of
misappropriating assets or information or causing operational disruption and damage. To date, the City has
not experienced an attack on its computer operating systems which resulted in a breach of its cybersecurity
systems that are in place. However, no assurances can be given that the City’s efforts to manage cyber threats
and attacks will be successful or that any such attack will not materially impact the operations or finances of
the City. The City does not carry separate cybersecurity insurance.
Possible Insufficiency of Insurance Proceeds
The Lease obligates the City to keep in force various forms of insurance, subject to deductibles, for
repair or replacement of the Leased Facilities in the event of damage, destruction or title defects, subject to
certain exceptions. The Authority and the City make no representation as to the ability of any insurer to fulfill
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its obligations under any insurance policy obtained pursuant to the Lease. Also, no assurance can be given as
to the adequacy of any such insurance to fund necessary repair or replacement or to pay principal of and
interest on the Bonds when due. In addition, certain risks, such as earthquakes and floods, are not required to
be covered by insurance under the Lease. See the captions “SECURITY FOR THE BONDS – Insurance”
herein.
Pension Benefit Liability
Many factors influence the amount of the City’s pension benefit liability, including, without
limitation, inflationary factors, changes in statutory provisions of applicable law, changes in the levels of
benefits provided or in the contribution rate of the City, increases or decreases in the number of covered
employees, changes in actuarial assumptions or methods and differences between actual and anticipated
investment experience of the CalPERS. Any of these factors could give rise to additional liability of the City
to CalPERS as a result of which the City would be obligated to make additional payments to CalPERS over
the amortization schedule for full funding of the City’s obligations to CalPERS. The City expects its pension
benefit liability to increase in future years as a result of the CalPERS Board-approved new investment return
methodology. See also “APPENDIX B – AUDITED FINANCIAL STATEMENTS OF THE CITY FOR
FISCAL YEAR 2018-19” hereto.
Loss of Tax Exemption
As discussed under the caption “TAX MATTERS,” interest on the Tax-Exempt Bonds could fail to
be excluded pursuant to section 103(a) of the Internal Revenue Code of 1986, as amended (the “Code”) from
the gross income of the owners thereof for purposes of federal income taxation, in some cases retroactive to
the date of execution and delivery of the Tax-Exempt Bonds, as a result of future acts or omissions of the
Authority or the City in violation of certain covenants contained in the Indenture or the Lease, respectively.
Should such an event of taxability occur, the Tax-Exempt Bonds are not subject to special redemption or any
increase in interest rate and will remain outstanding until maturity or until redeemed pursuant to the Indenture.
In addition, Congress has considered in the past, is currently considering and may consider in the
future, legislative proposals, including some that carry retroactive effective dates that, if enacted, would alter
or eliminate the exclusion from gross income for federal income tax purposes of interest on municipal bonds,
such as the Tax-Exempt Bonds. Prospective purchasers of the Tax-Exempt Bonds should consult their own
tax advisors regarding any pending or proposed federal tax legislation. The City can provide no assurance
that federal tax law will not change while the Tax-Exempt Bonds are outstanding or that any such changes
will not adversely affect the exclusion of interest on the Tax-Exempt Bonds from gross income for federal
income tax purposes. If the exclusion of interest on the Tax-Exempt Bonds from gross income for federal
income tax purposes were amended or eliminated, it is likely that the market price for the Tax-Exempt Bonds
would be adversely impacted.
Economic, Political, Social, and Environmental Conditions
Prospective investors are encouraged to evaluate current and prospective economic, political, social,
and environmental conditions as part of an informed investment decision. Changes in economic, political,
social, or environmental conditions on a local, state, federal, and/or international level may adversely affect
investment risk generally. Such conditional changes may include (but are not limited to): fluctuations in living
patterns, consumer prices, financial markets, or unemployment rates; technological advancements; shortages
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or surpluses in natural resources or energy supplies; changes in law; social unrest, fluctuations in the crime
rate, political conflict, acts of war or terrorism; environmental damage; and natural disasters.
IRS Audit of Tax-Exempt Bonds
The Internal Revenue Service has a program for the auditing of tax-exempt bond issues, including
both random and targeted audits. It is possible that the Tax-Bonds will be selected for audit by the Internal
Revenue Service. It is also possible that the market value of the Tax-Exempt Bonds might be affected as a
result of such an audit of the Bonds (or by an audit of similar bonds).
Secondary Market Risk
There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary
market exists, that any 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.
FINANCIAL REPORT
The City’s financial statements for the Fiscal Year ended June 30, 2019 were prepared by the City
and audited by Van Lant & Fankhanel, LLP, Certified Public Accountants, Loma Linda, California, and
excerpts from such report are contained in APPENDIX B hereto. The financial report should be read in its
entirety. At the time of the execution and delivery of the Bonds, the City will certify that there has been no
material adverse change in the City’s financial position since June 30, 2019. The information set forth herein
does not purport to be a summary of the City’s financial report.
TAX MATTERS
Tax-Exempt Bonds
In the opinion of The Weist Law Firm, Los Gatos, California, Bond Counsel, subject, however to the
qualifications set forth below, under existing statutes, regulations, rulings and judicial decisions, and
assuming certain representations and compliance with certain covenants and requirements described more
fully herein, interest (and original issue discount) on the Tax-Exempt Bonds is excluded from gross income
for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals. In the further opinion of Bond Counsel, the Tax-Exempt Bonds are
“qualified tax-exempt obligations” within the meaning of section 265(b)(3) of the Code, and the interest on
the Tax-Exempt Bonds is exempt from State of California personal income tax.
The opinions set forth in the preceding paragraph are based upon certain representations of fact and
certifications made by the City and Authority, and is subject to the condition that the City and Authority
comply with all requirements of Code that must be satisfied subsequent to the issuance of the Tax-Exempt
Bonds to assure that interest on the Tax-Exempt Bonds will not become includable in gross income for federal
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income tax purposes. Failure to comply with such requirements of the Code might cause interest on the Tax-
Exempt Bonds to be included in gross income for federal income tax purposes retroactive to the date of
issuance of the Tax-Exempt Bonds. The City and Authority have each covenanted to comply with all such
requirements.
The difference between the issue price of a Tax-Exempt Bond (the first price at which a substantial
amount of the Tax-Exempt Bonds of a maturity is to be sold to the public) and the stated redemption price at
maturity with respect to the Tax-Exempt Bond constitutes original issue discount. Original issue discount
accrues under a constant yield method, and original issue discount will accrue to a Tax-Exempt Bond Owner
before receipt of cash attributable to such excludable income. The amount of original issue discount deemed
received by a Tax-Exempt Bond Owner will increase the Tax-Exempt Bond Owner’s basis in the applicable
Tax-Exempt Bond. In the opinion of Bond Counsel, the amount of original issue discount that accrues to the
Tax-Exempt Bond Owner is excluded from gross income of such Tax-Exempt Bond Owner for federal
income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals. In the opinion of Bond Counsel, the amount of original issue discount that accrues
to the Tax-Exempt Bond Owner is exempt from State of California personal income tax.
The amount by which a Tax-Exempt Bond Owner’s original basis for determining loss on sale or
exchange in the applicable Tax-Exempt Bond (generally, the purchase price) exceeds the amount payable on
maturity (or on an earlier call date) constitutes amortizable bond premium, which must be amortized under
Section 171 of the Code; such amortizable bond premium reduces the Tax-Exempt Bond Owner’s basis in
the applicable Tax-Exempt Bond (and the amount of tax-exempt interest received with respect to the Tax-
Exempt Bonds), and is not deductible for federal income tax purposes. The basis reduction as a result of the
amortization of bond premium may result in a Tax-Exempt Bond Owner realizing a taxable gain when a Tax-
Exempt Bond is sold by the Owner for an amount equal to or less (under certain circumstances) than the
original cost of the Tax-Exempt Bond to the Owner. Purchasers of the Tax-Exempt Bonds should consult
their own tax advisors as to the treatment, computation and collateral consequences of amortizable bond
premium.
The Internal Revenue Service (the “IRS”) has a program for the auditing of tax-exempt bond issues,
including both random and targeted audits. It is possible that the Tax-Exempt Bonds will be selected for audit
by the IRS. It is also possible that the market value of the Tax-Exempt Bonds might be affected as a result of
such an audit of the Tax-Exempt Bonds (or by an audit of similar municipal obligations). No assurance can
be given that in the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not
change the Code (or interpretation thereof) subsequent to the issuance of the Tax-Exempt Bonds to the extent
that it adversely affects the exclusion from gross income of interest on the Tax-Exempt Bonds constituting
interest or the market values of the Tax-Exempt Bonds.
It is possible that subsequent to the issuance of the Tax-Exempt Bonds there might be federal, state,
or local statutory changes (or judicial or regulatory interpretations of federal, state, or local law) that affect
the federal, state, or local tax treatment of the Tax-Exempt Bonds or the market value of the Tax-Exempt
Bonds. Recently, proposed legislative changes have been introduced in Congress, which, if enacted, could
result in additional federal income or state tax being imposed on owners of tax-exempt state or local
obligations, such as the Tax-Exempt Bonds. The introduction or enactment of any of such changes could
adversely affect the market value or liquidity of the Tax-Exempt Bonds. No assurance can be given that
subsequent to the issuance of the Tax-Exempt Bonds such changes (or other changes) will not be introduced
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or enacted or interpretations will not occur. Before purchasing any of the Tax-Exempt Bonds, all potential
purchasers should consult their tax advisors regarding possible statutory changes or judicial or regulatory
changes or interpretations, and their collateral tax consequences relating to the Tax-Exempt Bonds.
Bond Counsel’s opinion with respect to the Tax-Exempt Bonds, respectively, may be affected by
actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Bond Counsel has not
undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur.
The Indenture and the Tax Certificate permit certain actions to be taken or to be omitted if a favorable opinion
of Bond Counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the effect on the
exclusion from gross income of interest for federal income tax purposes with respect to any Tax-Exempt
Bond constituting interest if any such action is taken or omitted based upon the advice of counsel other than
The Weist Law Firm, Los Gatos, California.
Although Bond Counsel has rendered an opinion that interest on the Tax-Exempt Bonds is excluded
from gross income for federal income tax purposes provided that the City and Authority continue to comply
with certain requirements of the Code, the ownership of the Tax-Exempt Bonds and the accrual or receipt of
interest on the Tax-Exempt Bonds may otherwise affect the tax liability of certain persons. Bond Counsel
expresses no opinion regarding any such tax consequences. Accordingly, before purchasing any of the Tax-
Exempt Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax
consequences relating to the Tax-Exempt Bonds.
Taxable Bonds
In the opinion of Bond Counsel, under existing statutes, regulations, rulings and judicial decisions,
interest on the Taxable Bonds is not excluded from gross income for federal income tax purposes under
Section 103 of the Code, but interest on the Taxable Bonds is exempt from State of California personal income
tax.
The amount by which a Taxable Bond Owner’s original basis for determining gain or loss on sale or
exchange of the applicable Taxable Bond (generally, the purchase price) exceeds the amount payable on
maturity (or on an earlier call date) constitutes amortizable bond premium, which a Taxable Bond Owner may
elect to amortize under Section 171 of the Code; such amortizable bond premium reduces the Taxable Bond
Owner’s basis in the applicable Taxable Bond (and the amount of taxable interest received), and is deductible
for federal income tax purposes. The basis reduction as a result of the amortization of bond premium may
result in a Taxable Bond Owner realizing a taxable gain when a Taxable Bond is sold by the Owner for an
amount equal to or less (under certain circumstances) than the original cost of the Taxable Bond to the Owner.
Purchasers of Taxable Bonds should consult their own tax advisors as to the treatment, computation and
collateral consequences of amortizable bond premium.
Except for certain exceptions, the difference between the issue price of a Taxable Bond (the first price
at which a substantial amount of the Taxable Bonds of the same series and maturity is to be sold to the public)
and the stated redemption price at maturity with respect to such Taxable Bond (to the extent the redemption
price at maturity is greater than the issue price) constitutes original issue discount. Original issue discount
accrues under a constant yield method. The amount of original issue discount deemed received by the Taxable
Bond Owner will increase the Taxable Bond Owner’s basis in the Taxable Bond. Original issue discount will
constitute taxable interest income to an Owner of the Taxable Bonds in accordance with the regular method
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of accounting. Taxable Bond Owners should consult their own tax advisor with respect to taking into account
any original issue discount on the Taxable Bond.
The federal tax and State of California personal income tax discussion set forth above with respect
to the Taxable Bonds is included for general information only and may not be applicable depending upon a
Taxable Bond Owner’s particular situation. The ownership and disposal of a Taxable Bond and the accrual
or receipt of interest with respect to the Taxable Bond may otherwise affect the tax liability of certain persons.
Bond Counsel expresses no opinion regarding any such tax consequences. Accordingly, before purchasing
any of the Taxable Bonds, all potential purchasers should consult their tax advisors with respect to collateral
tax consequences relating to the Taxable Bonds.
CERTAIN LEGAL MATTERS
The Weist Law Firm, Los Gatos, California, Bond Counsel, will render an opinion with respect to
the validity of the Bonds, the form of which opinion is set forth in APPENDIX E. Certain legal matters will
also be passed upon for the Authority and the City by The Weist Law Firm as Disclosure Counsel. Certain
legal matters will be passed upon for the City and the Authority by the City Attorney, and for the Underwriter
by Jones Hall, A Professional Law Corporation, San Francisco, California. Payment of the fees and expenses
of Bond Counsel, Disclosure Counsel, the Municipal Advisor and Underwriter’s Counsel is contingent upon
the sale and delivery of the Bonds.
CONTINUING DISCLOSURE
Pursuant to the Rule, the City has covenanted in the Continuing Disclosure Certificate to provide the
Annual Report by not later than nine months following the end of the City’s Fiscal Year (currently, the City’s
Fiscal Year commences on July 1 and ends on June 30 of each year), commencing with the Annual Report
for the Fiscal Year ended June 30, 2020 (the “Annual Report”), and to provide notices of the occurrence of
certain enumerated events. Such Annual Reports are required to be filed with EMMA. The specific nature of
the information to be contained in the Annual Report or the notices of enumerated events is described in
“APPENDIX C – FORM OF CONTINUING DISCLOSURE CERTIFICATE,” attached to this Official
Statement. These covenants have been made in order to assist the Underwriter in complying with the Rule.
The City and its related governmental entities have previously entered into several disclosure
undertakings under the Rule in connection with the issuance of long-term obligations.
During the past five years, the City and its related entities ______________________________.
The City and its related governmental entities have made additional filings to provide certain
previously omitted information and believe that they are currently in compliance with their respective existing
undertakings under the Rule. In order to promote compliance by with continuing disclosure undertakings in
the future, the City has retained NHA Advisors, San Rafael, California, to serve as the dissemination agent
for its outstanding bonded indebtedness which are subject to the Rule.
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LITIGATION
The City is not aware of any pending or threatened litigation concerning the validity of the Bonds or
challenging any action taken by the City with respect to the Bonds, the Indenture, the Lease, the Leased
Facilities or any other agreements or actions undertaken in connection with the issuance of the Bonds.
Furthermore, the City is not aware of any pending or threatened litigation to restrain, enjoin, question or
otherwise affect the Indenture, the Lease or the Site Lease or in any way contesting or affecting the validity
or enforceability of any of the foregoing or any proceedings of the City taken with respect to any of the
foregoing.
There are a number of lawsuits and claims that from time to time are pending against the City. In the
opinion of the City Attorney, taking into account likely insurance coverage and litigation reserves, there are
no lawsuits or claims pending against the City that will materially affect the City’s finances or impair its
ability to make the Base Rental Payments under the Lease or the debt service payments on the Bonds.
RATING
S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC (“S&P”) has assigned
its municipal bond rating of “___” to the Bonds. Such rating reflects only the view of S&P, and an explanation
of the significance of such rating, and any outlook assigned to or associated with such 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 City and the Authority have provided certain
additional information and materials to S&P (some of which does not appear in this Official Statement).
There is no assurance that such rating will continue for any given period of time or that such rating
will not be revised downward or withdrawn entirely by S&P, if in its judgment, circumstances so warrant.
Any such downward revision or withdrawal of such rating on the Bonds may have an adverse effect on the
market price or marketability of the Bonds.
MUNICIPAL ADVISOR
NHA Advisors, LLC (the “Municipal Advisor”) has assisted the City and Authority with various
matters relating to the planning, structuring and delivery of the Bonds. The Municipal Advisor is a municipal
advisory firm and is not engaged in the business of underwriting or distributing municipal securities or other
public securities. The Municipal Advisor assumes no responsibility for the accuracy, completeness or fairness
of this Official Statement. The Municipal Advisor will receive compensation from the City contingent upon
the sale and delivery of the Bonds.
UNDERWRITING
The Bonds are being purchased by Piper Sandler & Co. (the “Underwriter”) pursuant to a Bond
Purchase Contract, dated October __, 2020, by and among the City, Authority and Underwriter (the “Bond
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Purchase Contract”). The Underwriter has agreed to purchase the Tax-Exempt Bonds at a price of
$_________ (which price is equal to the $___________ aggregate principal amount of the Tax-Exempt
Bonds, [plus][less] original issue [premium][discount] of $_______, and less an underwriter’s discount of
$_______). The Underwriter has agreed to purchase the Taxable Bonds at a price of $__________ (which
price is equal to the $____________ aggregate principal amount of the Taxable Bonds, [plus][less] original
issue [premium][discount] of $_______, and less an underwriter’s discount of $_______).
The Bond Purchase Contract provides that the Underwriter will purchase all of the Bonds if any are
purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in the
Bond Purchase Contract, including the approval of certain legal matters by counsel and certain other
conditions. The Underwriter intends to offer the Bonds to the public at the offering prices set forth on the
inside front cover page of this Official Statement. After the initial public offering, the public offering prices
may be varied from time to time by the Underwriter.
The Underwriter has entered into a distribution agreement (“Distribution Agreement”) with Charles
Schwab & Co., Inc. (“CS&Co”) for the retail distribution of certain securities offerings at the original issue
prices. Pursuant to the Distribution Agreement, CS&Co will purchase Bonds from the Underwriter at the
original issue price less a negotiated portion of the selling concession applicable to any Bonds that CS&Co
sells.
MISCELLANEOUS
So far as any statements made in this Official Statement involve matters of opinion, assumptions,
projections, anticipated events or estimates, whether or not expressly stated, they are set forth as such and not
as representations of fact, and actual results may differ substantially from those set forth herein. Neither this
Official Statement nor any statement which may have been made verbally or in writing is to be construed as
a contract with the Owners of the Bonds.
This Official Statement does not constitute a contract with the purchasers of the Bonds.
The summaries of certain provisions of the Bonds, statutes and other documents or agreements
referred to in this Official Statement do not purport to be complete, and interested parties must refer to each
of them for a complete statement of their provisions. Copies are available for review by making requests to
the City. The Appendices are an integral part of this Official Statement and must be read together with all
other parts of this Official Statement. The audited financial statements of the City, including a summary of
significant accounting policies, for the Fiscal Year ended June 30, 2019 is contained in APPENDIX B.
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The execution of this Official Statement and its delivery have been authorized by the Authority and
the City.
UKIAH PUBLIC FINANCING AUTHORITY
By:
Treasurer
CITY OF UKIAH, CALIFORNIA
By:
City Manager
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APPENDIX A
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
The following summary discussion of selected provisions of the Site Lease, the Lease and the
Indenture are made subject to all of the provisions of such documents. This summary discussion does not
purport to be a complete statement of said provisions and prospective purchasers of the Bonds are referred
to the complete texts of said documents, copies of which are available upon request sent to the Trustee.
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APPENDIX B
AUDITED FINANCIAL STATEMENTS OF THE CITY FOR FISCAL YEAR 2018-19
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APPENDIX C
FORM OF THE CONTINUING DISCLOSURE CERTIFICATE
Upon issuance of the Bonds, the City proposes to enter into a Continuing Disclosure Certificate in
substantially the following form:
This Continuing Disclosure Certificate (the “Disclosure Certificate”), dated as of October 1, 2020, is
executed and delivered by the City of Ukiah (the “City”) in connection with the issuance by the Ukiah Public
Financing Authority (the “Authority”) of its (i) Lease Revenue Bonds, Series 2020A (Community Facilities
Improvement Project) in the aggregate principal amount of $____________ (the “Tax-Exempt Bonds”), and
(ii) Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project) in the aggregate principal
amount of $____________ (the “Taxable Bonds,” and together with the Tax-Exempt Bonds, the “Bonds”), in
order to provide certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of
the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same
may be amended from time to time (the “Rule”). The Bonds are being issued pursuant to an Indenture, dated
as of October 1, 2020, by and between The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”) and the Authority (the “Indenture”).
The City and the Disclosure Dissemination Agent covenant and agree as follows:
SECTION 1. Definitions. In addition to the definitions set forth above and in the Indenture, which
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the
following capitalized terms shall have the following meanings:
“Annual Financial Information” means annual financial information as such term is used in paragraph
(b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Certificate.
“Annual Report” means an Annual Report described in and consistent with Section 3 of this Disclosure
Certificate.
“Annual Filing Date” means the date, set forth in Section 2(a) and Section 2(f), by which the Annual
Report is to be filed with the MSRB.
“Audited Financial Statements” means the financial statements (if any) of the City for the prior fiscal
year, certified by an independent auditor as prepared in accordance with generally accepted accounting
principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(b) of
this Disclosure Certificate.
“Authority” means the Ukiah Public Financing Authority, a joint powers authority and public body
duly organized and existing under the laws of the State of California.
“Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent
with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees,
depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax
purposes.
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“Bonds” means, collectively, the Tax-Exempt Bonds and the Taxable Bonds.
“Certification” means a written certification of compliance signed by the Disclosure Representative
stating that the Annual Report, Audited Financial Statements, Notice Event notice, or Failure to File Event
notice delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements,
Notice Event notice, or Failure to File Event notice, required to be submitted to the MSRB under this Disclosure
Certificate. A Certification shall accompany each such document submitted to the Disclosure Dissemination
Agent by the City and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which
the document applies.
“City” means the City of Ukiah, California.
“Disclosure Representative” means the Finance Director of the City or his or her designee, or such
other person as the City shall designate in writing to the Disclosure Dissemination Agent from time to time as
the person responsible for providing Information to the Disclosure Dissemination Agent.
“Disclosure Dissemination Agent” means NHA Advisors, LLC, San Rafael, California, acting in its
capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent
designated in writing by the City.
“EMMA” or “Electronic Municipal Market Access” means the centralized on-line repository system
located at www.emma.msrb.org for documents filed with the MSRB pursuant to the Rule, such as official
statements and disclosure information relating to municipal bonds, notes and other securities as issued by state
and local governments.
“Failure to File Event” means the City’s failure to file an Annual Report on or before the Annual Filing
Date.
“Financial Obligation” means a debt obligation; derivative instrument entered into in connection with,
or pledged as security or a source of payment for, an existing or planned debt obligation; or a guarantee of a
debt obligation or derivative instrument entered into in connection with, or pledged as security or a source of
payment for, an existing or planned debt obligation. The term financial obligation excludes municipal securities
for which a final official statement has been provided to the MSRB consistent with the Rule.
“Force Majeure Event” means: (i) acts of God, war, or terrorist action; (ii) failure or shut-down of the
Electronic Municipal Market Access system maintained by the MSRB; or (iii) to the extent beyond the
Disclosure Dissemination Agent’s reasonable control, interruptions in telecommunications or utilities services,
failure, malfunction or error of any telecommunications, computer or other electrical, mechanical or
technological application, service or system, computer virus, interruptions in Internet service or telephone
service (including due to a virus, electrical delivery problem or similar occurrence) that affect Internet users
generally, or in the local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of
any government, regulatory or any other competent authority the effect of which is to prohibit the Disclosure
Dissemination Agent from performance of its obligations under this Disclosure Certificate.
“Indenture” means the Indenture of Trust, dated as of October 1, 2020 (the “Indenture”), by and
between the City and the Trustee.
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“Information” means, collectively, the Annual Reports, the Audited Financial Statements (if any), the
Notice Event notices, and the Failure to File Event notices.
“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.
“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 which may be designated by the Securities and Exchange
Commission as such for purposes of the Rule in the future.
“Notice Event” means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in
Section 4(a) of this Disclosure Certificate.
“Obligated Person” means any person, including the City, who is either generally or through an
enterprise, fund, or account of such person committed by contract or other arrangement to support payment of
all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit,
or other liquidity facilities). With respect to the Bonds, only the City constitutes the Obligated Person.
“Official Statement” means the final official statement executed by the City in connection with the
issuance of the Bonds.
“Participating Underwriter” means Piper Sandler & Co., the original underwriter of the Bonds
required to comply with the Rule in connection with the offering of the Bonds.
“Rule” means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as the same may be amended from time to time.
“State” means the State of California.
“Taxable Bonds” means the $____________ Ukiah Public Financing Authority, Taxable Lease
Revenue Bonds, Series 2020B (CalPERS Prepayment Project), issued pursuant to the Indenture.
“Tax-Exempt Bonds” means the $____________ Ukiah Public Financing Authority, Lease Revenue
Bonds, Series 2020A (Community Facilities Improvement Project), issued pursuant to the Indenture.
“Trustee” means The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture,
or any successor Trustee designated in writing by the City.
SECTION 2. Provision of Annual Reports and Other Disclosures.
(a) The City shall provide, annually, an electronic copy of the Annual Report and Certification to
the Disclosure Dissemination Agent not later than nine months after the end of the City’s Fiscal Year (currently
March 31 based on the City’s Fiscal Year end of June 30), commencing with the Annual Report for the Fiscal
Year ended June 30, 2020. Such date and each anniversary thereof is the Annual Filing Date. Promptly upon
receipt of an electronic copy of the Annual Report and the Certification, the Disclosure Dissemination Agent
shall provide such Annual Report to the MSRB. The Annual Report may be submitted as a single document
or as separate documents comprising a package, and may cross-reference other information as provided in
Section 3 of this Disclosure Certificate.
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(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination
Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent
shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind
the City of its undertaking to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the
Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy
of the Annual Report and the Certification no later than two (2) business days prior to the Annual Filing Date,
or (ii) instruct the Disclosure Dissemination Agent in writing that the City will not be able to file the Annual
Report within the time required under this Disclosure Certificate, state the date by which the Annual Report for
such year will be provided and instruct the Disclosure Dissemination Agent that a Failure to File Event has
occurred and to immediately send a notice to the MSRB in substantially the form attached as Exhibit A.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by
6:00 p.m. Eastern time on the Annual Filing Date (or, if such Annual Filing Date falls on a Saturday, Sunday
or holiday, then the first business day thereafter) for the Annual Report, a Failure to File Event shall have
occurred and the City irrevocably directs the Disclosure Dissemination Agent to immediately send a notice to
the MSRB in substantially the form attached as Exhibit A without reference to the anticipated filing date for
the Annual Report.
(d) If Audited Financial Statements of the City are prepared but not available prior to the Annual
Filing Date, the City shall, when the Audited Financial Statements are available, provide in a timely manner an
electronic copy to the Disclosure Dissemination Agent, accompanied by a Certification for filing with the
MSRB.
(e) The Disclosure Dissemination Agent shall:
(i) verify the filing specifications of the MSRB each year prior to the Annual Filing Date;
(ii) upon receipt, promptly file each Annual Report received under Sections 2(a) and 2(b)
with the MSRB;
(iii) upon receipt, promptly file each Audited Financial Statement received under Section
2(d) with the MSRB;
(iv) upon receipt, promptly file a notice of each Notice Event received under Sections 4(a)
and 4(b)(ii) with the MSRB, identifying the Notice Event as instructed by the City pursuant to Section
4(a) or 4(b)(ii) when filing pursuant to Section 4(c) of this Disclosure Certificate; and
(v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this Disclosure
Certificate, as applicable), promptly file a completed copy of Exhibit A to this Disclosure Certificate
with the MSRB, identifying the filing as “Failure to provide annual financial information as required”
when filing pursuant to Section 2(b)(ii) or Section 2(c) of this Disclosure Certificate.
(f) The City may adjust the Annual Filing Date upon change of its fiscal year by providing written
notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent and the MSRB,
provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed
one year.
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(g) Any Information received by the Disclosure Dissemination Agent before 6:00 p.m. Eastern
time on any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure
Certificate and that is accompanied by a Certification and all other information required by the terms of this
Disclosure Certificate will be filed by the Disclosure Dissemination Agent with the MSRB no later than 11:59
p.m. Eastern time on the same business day; provided, however, the Disclosure Dissemination Agent shall have
no liability for any delay in filing with the MSRB if such delay is caused by a Force Majeure Event provided
that the Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as possible.
SECTION 3. Content of Annual Reports.
(a) To the extent not included in the Audited Financial Statements provided pursuant to Section
3(b) below, each Annual Report shall contain Annual Financial Information consisting of updated information
comparable to the following information appearing in Official Statement:
1. An update of the information contained in Tables 3, 6, 10 and 11 of the Official
Statement.
2. A list of the City’s Top 10 Principal Property Taxpayers, including the current Fiscal
Year assessed valuation and percent of total assessed valuation.
3. The outstanding principal amount of the Bonds as of June 30 of the most recently
completed fiscal year.
(b) Audited Financial Statements prepared in accordance with generally accepted accounting
principles (“GAAP”) as described in the Official Statement will also be included in the Annual Report. If
audited financial statements are not available, then, unaudited financial statements, prepared in accordance with
GAAP as described in the Official Statement will be included in the Annual Report. Audited Financial
Statements (if any) will be provided pursuant to Section 2(d).
Any or all of the items listed above may be included by specific reference to other documents, including
official statements of debt issues with respect to which the City is an Obligated Person, which have been
previously filed with the Securities and Exchange Commission or available to the public on the MSRB Internet
website. If the document incorporated by reference is a final official statement, it must be available from the
MSRB. The City will clearly identify each such document so incorporated by reference.
Any Annual Financial Information containing modified operating data or financial information is
required to explain, in narrative form, the reasons for the modification and the impact of the change in the type
of operating data or financial information being provided.
SECTION 4. Reporting of Notice Events.
(a) The occurrence of any of the following events with respect to the Bonds constitutes a Notice
Event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
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3. Unscheduled draws on debt service reserves reflecting financial difficulties;
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 Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material
notices or determinations with respect to the tax status of the Bonds, or other material events affecting
the tax status of the Bonds;
7. Modifications to rights of Bond holders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the Obligated Person (Note
to subsection (a)(12) of this Section 4: For the purposes of the event described in this subsection (a)(12)
of Section 4, the event is considered to occur when any of the following occur: the appointment of a
receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S.
Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or business of the Obligated
Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials
or officers in possession but subject to the supervision and orders of a court or governmental authority,
or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or business
of the Obligated Person);
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; and
14. Appointment of a successor or additional trustee or the change of name of a trustee, if
material.
15. Incurrence 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; and
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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.
The City shall, in a timely manner not in excess of ten business days after its occurrence, notify the
Disclosure Dissemination Agent in writing of the occurrence of a Notice Event. Such notice shall instruct the
Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c) and shall be accompanied
by a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be
any of the categories set forth in Section 2(e)(iv) of this Disclosure Certificate), include the text of the
disclosure that the City desires to make, contain the written authorization of the City for the Disclosure
Dissemination Agent to disseminate such information, and identify the date the City desires for the Disclosure
Dissemination Agent to disseminate the information (provided that such date is not later than the tenth business
day after the occurrence of the Notice Event).
(b) The Disclosure Dissemination Agent is under no obligation to notify the City or the Disclosure
Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent
so notifies the Disclosure Representative, the Disclosure Representative will within two business days of receipt
of such notice (but in any event in a timely manner not later than the tenth business day after the occurrence
of the Notice Event, if the City determines that a Notice Event has occurred), instruct the Disclosure
Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event
has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of
this Section 4, together with a Certification. Such Certification shall identify the Notice Event that has occurred
(which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Certificate), include the text
of the disclosure that the City desires to make, contain the written authorization of the City for the Disclosure
Dissemination Agent to disseminate such information, and identify the date the City desires for the Disclosure
Dissemination Agent to disseminate the information (provided that such date is not later than the tenth business
day after the occurrence of the Notice Event).
(c) If the Disclosure Dissemination Agent has been instructed by the City as prescribed in
subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure
Dissemination Agent shall promptly file a notice of such occurrence with the MSRB in accordance with Section
2(e)(iv) hereof.
SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure Dissemination
Agent, including but not limited to Annual Reports, documents incorporated by reference to the Annual
Reports, Audited Financial Statements, Notice Event notices, and Failure to File Event notices, the City shall
indicate the full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided
information relates.
SECTION 6. Additional Disclosure Obligations. The City acknowledges and understands that
other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated
under the Securities Exchange Act of 1934, may apply to the City, and that the failure of the Disclosure
Dissemination Agent to so advise the City shall not constitute a breach by the Disclosure Dissemination Agent
of any of its duties and responsibilities under this Disclosure Certificate. The City acknowledges and
understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the
mechanical tasks of disseminating information as described in this Disclosure Certificate.
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SECTION 7. Voluntary Filings. Nothing in this Disclosure Certificate shall be deemed to prevent
the City from disseminating any other information through the Disclosure Dissemination Agent using the means
of dissemination set forth in this Disclosure Certificate or including any other information in any Annual
Report, Audited Financial Statements, Notice Event notice, or Failure to File Event notice, in addition to that
required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report,
Audited Financial Statements, Notice Event notice, or Failure to File Event notice in addition to that which is
specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure
Certificate to update such information or include it in any future Annual Report, Audited Financial Statements,
Notice Event notice, or Failure to File Event notice.
SECTION 8. Termination of Reporting Obligation. The obligations of the City and the Disclosure
Dissemination Agent under this Disclosure Certificate shall terminate with respect to the Bonds upon the legal
defeasance, prior redemption or payment in full of all of the Bonds, when the City is no longer an Obligated
Person with respect to such Bonds, or upon delivery by the Disclosure Representative to the Disclosure
Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing
disclosure is no longer required with respect to such Bonds.
SECTION 9. Disclosure Dissemination Agent. The City has appointed NHA Advisors, San Rafael,
California, as the initial Disclosure Dissemination Agent under this Disclosure Certificate. The City may, upon
thirty days written notice to the Disclosure Dissemination Agent, replace or appoint a successor Disclosure
Dissemination Agent. Upon termination of the Disclosure Dissemination Agent, whether by notice of the City
or the Disclosure Dissemination Agent, the City agrees to appoint a successor Disclosure Dissemination Agent
or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure
Certificate for the benefit of the Beneficial Owners of the Bonds. Notwithstanding any replacement or
appointment of a successor, the City shall remain liable, until payment in full, for any and all sums owed and
payable to the Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time
by providing thirty days’ prior written notice to the City.
SECTION 10. Remedies in Event of Default. In the event of a failure of the City or the Disclosure
Dissemination Agent to comply with any provision of this Disclosure Certificate, the Beneficial Owners’ rights
to enforce the provisions of this Disclosure Certificate shall be limited solely to a right, by action in mandamus
or for specific performance, to compel performance of the parties’ obligation under this Disclosure Certificate.
Any failure by a party to perform in accordance with this Disclosure Certificate shall not constitute a default
on the Bonds or under any other document relating to the Bonds, and all rights and remedies shall be limited to
those expressly stated herein.
SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent.
(a) Article VII of the Indenture is hereby made applicable to this Disclosure Certificate as if this
Disclosure Certificate were (solely for this purpose) contained in the Indenture. The Disclosure Dissemination
Agent shall be entitled to the protections and limitations from liability afforded to the Trustee thereunder. The
Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Agreement and the City agrees to indemnify and save the Disclosure Dissemination Agent, the Trustee, their
officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur
arising out of the disclosure of information pursuant to this Disclosure Certificate or arising out of or in the
exercise or performance of its powers and duties hereunder, including the costs and expenses (including
attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Disclosure
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Dissemination Agent’s negligence or willful misconduct. The Disclosure Dissemination Agent’s obligation to
deliver the information at the times and with the contents described herein shall be limited to the extent the City
has provided such information to the Disclosure Dissemination Agent as required by this Disclosure Certificate.
The Disclosure Dissemination Agent shall have no duty with respect to the content of any disclosures or notice
made pursuant to the terms hereof. The Disclosure Dissemination Agent shall have no duty or obligation to
review or verify any Information or any other information, disclosures or notices provided to it by the City and
shall not be deemed to be acting in any fiduciary capacity for the City, the Beneficial Owners of the Bonds or
any other party. The Disclosure Dissemination Agent shall have no responsibility for the City’s failure to report
to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The
Disclosure Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether
the City has complied with this Disclosure Certificate. The Disclosure Dissemination Agent may conclusively
rely upon certifications of the City at all times.
The obligations of the City under this Section shall survive resignation or removal of the Disclosure
Dissemination Agent and defeasance, redemption or payment of the Bonds.
(b) The Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either
in- house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt
as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any
liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable
fees and expenses of such counsel shall be payable by the City.
(c) All documents, reports, notices, statements, information and other materials provided to the
MSRB under this Disclosure Certificate shall be provided in an electronic format and accompanied by
identifying information as prescribed by the MSRB.
SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the City and the Disclosure Dissemination Agent may amend this Disclosure Certificate and any
provision of this Disclosure Certificate may be waived, if such amendment or waiver is supported by an opinion
of counsel expert in federal securities laws acceptable to both the City and the Disclosure Dissemination Agent
to the effect that such amendment or waiver does not materially impair the interests of Beneficial Owners of
the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment
or waiver had been effective on the date hereof but taking into account any subsequent change in or official
interpretation of the Rule; provided neither the City nor the Disclosure Dissemination Agent shall be obligated
to agree to any amendment modifying their respective duties or obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to
adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations
of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by
giving not less than 20 days prior written notice of the intent to do so together with a copy of the proposed
amendment to the City. No such amendment shall become effective until counsel expert in federal securities
laws determines in writing that such amendments are necessary to comply with modifications to and
interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission, or if
the City shall, within 10 days following the giving of such notice, send a notice to the Disclosure Dissemination
Agent in writing that it objects to such amendment.
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SECTION 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City,
the Trustee of the Bonds, the Disclosure Dissemination Agent, the participating underwriters (as defined in the
Rule), and the Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person
or entity.
SECTION 14. Governing Law. This Disclosure Certificate shall be governed by the laws of the
State of California (other than with respect to conflicts of laws).
SECTION 15. Counterparts. This Disclosure Certificate may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same instrument.
The Disclosure Dissemination Agent and the City have caused this Disclosure Certificate to be
executed, on the date first written above, by their respective officers duly authorized.
CITY OF UKIAH,
As Obligated Person
By:
Finance Director
NHA ADVISORS,
As Disclosure Dissemination Agent
By:
Authorized Signatory
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EXHIBIT A
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Ukiah Public Financing Authority
Obligated Person: City of Ukiah
Name of Issue: $____________
Ukiah Public Financing Authority
Lease Revenue Bonds, Series 2020A
(Community Facilities Improvement Project)
And/or
$____________
Ukiah Public Financing Authority
Taxable Lease Revenue Bonds, Series 2020B
(CalPERS Prepayment Project)
Date of Issuance: October __, 2020
NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the
above-named Bonds as required by the Continuing Disclosure Certificate between the City and the Disclosure
Dissemination Agent named therein. The City has notified the Disclosure Dissemination Agent that it
anticipates that the Annual Report will be filed by __________.
Dated:____________
NHA ADVISORS,
as Disclosure Dissemination Agent
on behalf of the City
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D-1
APPENDIX D
GENERAL INFORMATION REGARDING
THE CITY OF UKIAH AND SURROUNDING AREA
Disclaimer
The following information, unless otherwise cited, was directly transcribed from material provided
by the City of Ukiah (the “City”), the County of Mendocino (the “County”), and the area Chamber of
Commerce. The following information is not incorporated herein, but rather is intended to merely provide
the reader with a better understanding of certain socioeconomic and demographic characteristics of the
City, the County and surrounding area. The information set forth in this Appendix “D” has not been
researched for accuracy or veracity, and therefore it must not be relied upon when making an investment
decision. The Bonds are not a debt of the City, the County or the State of California (the “State”) or any
of the State’s Political Subdivisions (other than the Authority); and neither the City, the County, the State
nor any of the State’s Political Subdivisions (other than the Authority) are liable therefore.
The economic and demographic data contained in this Appendix D are the latest available, but are
“as of” dates and for periods before the economic impact of the COVID 19 Pandemic and measures
instituted to slow it. Accordingly, they are not indicative of the current financial condition or future
prospects of the City, the County or the surrounding area or of expected revenues to the General Fund.
City and County in General
The City encompasses approximately five square miles and is located in Mendocino County (the
“County”), approximately 60 miles north of Santa Rosa and approximately 100 miles north of San Francisco
in the northern coastal region of the State of California (the “State”) on U.S. Highway 101. The area is
centrally located between the San Francisco Bay area, Eureka and Sacramento. The City has an estimated
population of approximately 16,075 people, with approximately 104,452 people living within a 30-minute
drive radius. Ukiah’s economy, although modest in size compared to the Bay Area and other denser urban
regions to the south, is the employment hub of both the Lake and Mendocino County regions.
The City provides police, fire, street and infrastructure maintenance, storm drain, park and
community recreation, museum, community development and other services to residents. The City also
provides water, wastewater and electric services through the operations of its utility enterprises and operates
an airport, golf course and civic center.
The City was incorporated in 1876 and is a general law city operating under a City Council/City
Manager form of government. The City Council is composed of five members elected biennially at-large to
four-year overlapping terms. The Mayor is selected annually by the City Council members to serve a one-
year term. The City Manager is appointed by the City Council to supervise the day-to-day operations of the
City.
The County was created in 1850 by the State Legislature and was one of the State’s original 27
counties. Mendocino County is bordered by Sonoma County to the south, Glenn, Lake, and Tehama Counties
to the east, Humboldt and Trinity Counties to the north, and the Pacific Ocean to the west. The County
encompasses a large, rural area located 100 miles north of San Francisco. With a total area of approximately
3,510 square miles, it is geographically the fifteenth largest county in the State.
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Topography and Climate
The City and County offers a great variety of elevations and terrain. Geographic features of the
County include elevations ranging from sea level to almost 7,000 feet, 130 miles of coastline, a coastal
mountain range, and vast tracts of timberland. The climate in the area is generally characterized by mostly
dry summers and cool, wet winters. The area climate can be classified as hot-summer Mediterranean climate
according to the Köppen climate classification system.
The mountains to the west along with a significant influence of mild Pacific air cause the general
area of the District to have a cool winter and hot day/cool night summer climate. Average January
temperatures range from 32 °F (0 °C) to 55 °F (13 °C). Average July temperatures range from 47 °F (8 °C)
to 85 °F (29 °C). There are an average of 34.5 days with highs of 90 °F (32 °C) or higher, and an average of
80.3 days with lows of 32 °F (0 °C) or lower.
Annual precipitation averages 51.7 inches. The wettest year on record was 1983 with 91.58 inches
and the driest year on record was 2013 with 16.68 inches. The most precipitation in one month was 31.41
inches (798 mm) in December 1964. The most precipitation in 24 hours was 8.80 inches (224 mm) on
December 22, 1964. There are an average of 94 days with measurable precipitation. There are occasional
snow falls in the City each year, with an average of 3.6 inches of snow annually.
Population
The following sets forth the population estimates for the City and all other incorporated cities (and
unincorporated area) in the County, as of January 1 for the years 2013 to 2020:
CITY OF UKIAH AND COUNTY OF MENDOCINO
Population Estimates
(As of January 1)
City / County 2013 2014 2015 2016 2017 2018 2019 2020
Fort Bragg 7,326 7,313 7,377 7,440 7,449 7,512 7,471 7,427
Point Arena 438 437 427 429 437 448 441 451
Ukiah 15,887 15,845 15,785 15,796 15,889 16,226 16,029 16,061
Willits 4,980 4,994 5,028 5,088 5,092 5,128 5,117 5,072
Balance of County 59,575 59,605 59,598 59,968 60,225 59,985 59,330 58,935
County Total 88,206 88,194 88,215 88,721 89,092 89,299 88,388 87,946
Source: State of California, Department of Finance, Demographic Research Unit.
Commercial Activity
Commercial activity and taxable transactions for Fiscal Years 2019-20 and 2020-21 have been
impacted by Covid-19 and the associated stay at home orders. See “CITY FINANCIAL INFORMATION –
COVID-19 Pandemic” and “BOND OWNERS’ RISKS – COVID-19 Pandemic” herein for further discussion
of the present and potential future financial impacts of Covid-19.
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The following table summarizes the volume of taxable retail sales and the number of retail sales
permits for the City over the past 5 years for which records are available. Total taxable sales during the
calendar year 2019 in the City were reported to be $548,622,000 which represents a 13% increase from the
total taxable sales reported during the calendar year 2018 of $485,110,000. Annual figures are not yet
available for 2020 or beyond.
CITY OF UKIAH
Taxable Transactions
(dollars in thousands)
Retail Stores Total All Outlets
Number of
Permits
Taxable
Transactions
Number of
Permits
Taxable
Transactions
2015 448 $390,263 723 $436,189
2016 478 415,019 775 467,938
2017 469 413,944 774 465,072
2018 457 432,010 803 485,110
2019 455 491,186 807 548,622
(1) Detail may not compute to total due to rounding.
Source: “Taxable Sales in California,” California Department of Tax and Fee Administration.
A five-year history of taxable transactions by type of business for the City are shown in the table
below. Annual figures are not yet available for 2020 or beyond.
CITY OF UKIAH
Taxable Retail Sales(1)
Valuation of Taxable Transactions
(dollars in thousands)
2015 2016 2017 2018 2019
Retail and Food Services
Motor Vehicle and Parts Dealers $51,338 $62,394 $61,905 $56,593 $72,440
Home Furnish and Appliance Stores 11,378 10,035 9,103 8,676 8,661
Bldg. Mat’l. & Garden Equip/Supplies 78,826 88,765 88,474 87,792 95,755
Food and Beverage Stores 28,271 28,967 29,803 28,963 25,368
Gasoline Stations 38,398 33,397 38,403 39,213 31,693
Clothing and Accessories Stores 18,492 19,790 19,864 20,242 20,788
General Merchandise Stores 73,432 73,990 72,632 97,700 139,862
Food Services and Drinking Places 49,395 52,716 51,346 50,806 52,748
Other Retail Group 40,735 44,965 42,415 42,237 43,871
Total Retail and Food Services $390,263 $415,019 $413,944 $432,223 $491,186
All Other Outlets 45,926 52,919 51,128 52,887 57,436
Total All Outlets $436,189 $467,938 $465,072 $485,110 $548,622
Permits – All Outlets 723 775 774 803 807
(1) Detail may not compute to total due to rounding.
Source: “Taxable Sales in California,” California Department of Tax and Fee Administration.
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A five-year history of taxable transactions by type of business for the County are shown in the table
below. Total taxable sales during the calendar year 2019 in the County were reported to be $1,602,967,000
which represents a 7.5% increase from the total taxable sales reported during the calendar year 2018 of
$1,490,850,000. Annual figures are not yet available for 2020 or beyond.
COUNTY OF MENDOCINO
Taxable Retail Sales(1)
(dollars in thousands)
2015 2016 2017 2018 2019
Retail and Food Services
Motor Vehicle and Parts Dealers $159,233 $179,664 $184,284 $179,092 $199,126
Home Furnish and Appliance Stores 29,469 30,007 27,221 27,479 26,786
Bldg. Mat’l. & Garden
Equip/Supplies 159,925 177,288 177,514 167,170 183,663
Food and Beverage Stores 112,682 115,157 117,030 116,464 113,045
Gasoline Stations 181,590 159,688 188,363 208,947 203,402
Clothing and Accessories Stores 37,493 39,303 38,916 39,895 41,659
General Merchandise Stores 85,890 87,556 87,285 114,438 157,984
Food Services and Drinking Places 133,848 143,642 145,197 143,580 146,559
Other Retail Group 135,015 143,552 146,071 153,767 172,868
Total Retail and Food Services $1,035,146 $1,075,855 $1,111,880 $1,150,832 $1,245,091
All Other Outlets 343,626 349,507 355,762 340,018 357,876
Total All Outlets $1,378,772 $1,425,362 $1,467,642 $1,490,850 $1,602,967
Permits – All Outlets 3956 4089 4460 4796 5046
(1) Detail may not compute to total due to rounding.
Source: “Taxable Sales in California,” California Department of Tax and Fee Administration.
Employment
According to the State of California Employment Development Department, the average annual
calendar year 2019 estimated unemployment rates for the City, the County and the State were 4.6 percent,
5.7 percent and 4.8 percent, respectively. The following table shows certain employment statistics for the
City, County and State for calendar years (annual averages) 2011 through 2019. As a result of the COVID-
19 Pandemic the City anticipates that the unemployment rate in the City, County and State will increase above
these levels and the increase may be significant.
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D-5
CITY OF UKIAH
City and County Employment Statistics
Calendar Years 2013 through 2019(1)
(Annual Averages)
City County State
Year
Labor
Force
Employed
Unemployment
Rate
Unemployment
Rate
Unemployment
Rate
2013 7,040 6,170 12.3% 8.3% 8.9%
2014 6,930 6,210 10.4 7.0 7.5
2015 6,800 6,210 8.7 5.8 6.2
2016 6,760 6,760 7.9 5.2 5.5
2017 7,430 7,010 5.7 4.5 4.8
2018 7,400 7,030 5.1 4.0 4.3
2019 7,300 6,930 5.0 4.0 4.0
__________________
(1) Not seasonally adjusted. March 2019 benchmark.
Source: State of California, Employment Development Department.
[Remainder of Page Intentionally Left Blank]
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Major Employers
The following table provides a list of the top twenty-five employers in the County, listed in
alphabetical order.
COUNTY OF MENDOCINO
Top Twenty-Five Employers
April 2019
Employer Name Location Industry
Adventist Health Ukiah Vly Ukiah Government Offices-State
California Department-Forestry Willits Government Offices-City
Costco Wholesale Ukiah Wholesale Clubs
Coyote Valley Casino Redwood Valley Casinos
Dharma Realm Buddhist Assn Ukiah Associations
Fetzer Vineyards Hopland Wineries (mfrs)
Frank R Howard Memorial Hosp Willits Hospitals
Howard Memorial Hosp Med Imgng Willits Diagnostic Imaging Centers
Mendocino Coast District Hosp Fort Bragg Hospitals
Mendocino Community Health Ukiah Clinics
Mendocino County Office-Edu Ukiah Government Offices-County
Mendocino County Sheriff Point Arena Government Offices-County
Mendocino County Social Svc Ukiah Government Offices-County
Mendocino Redwood Co LLC Calpella Nonclassified Establishments
Metalfx Willits Sheet Metal Fabricators (mfrs)
Oak Point Ranch Potter Valley Vineyards
Pacific Coast Farm Credit Ukiah Loans-Agricultural
Redwood Empire Packing Inc Ukiah Fruits & Vegetables
Safeway Fort Bragg Grocers-Retail
Sawmill Ukiah Sawmills & Planing Mills (mfrs)
Sho-Ka-Wah Casino Hopland Casinos
Ukiah City Civic Ctr Ukiah Government Offices-City
Ukiah VALLEY Med Ctr Ukiah Hospitals
Ukiah Valley Medical Ctr Ukiah Hospitals
Walmart Ukiah Department Stores
Source: Source: State of California Employment Development Department, extracted from The America’s Labor Market
Information System (ALMIS) Employer Database, 2020 1st Edition.
Regional Setting
Located 45 miles north of Healdsburg and 155 miles south of Eureka, the City of Ukiah spans more
than 3,000 acres (4.6 square miles). The City is regionally significant, serving as the seat of Mendocino
County and the largest city in the County. It functions as a center for commerce, recreation, medical and social
services, and cultural events. The Ukiah Valley is approximately nine miles long, running north to south,
comprising more than 40,000 acres along U.S. Route 101.
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The Russian River follows the Ukiah Valley, winding through agricultural lands just outside of the
City to the east. The Ukiah Valley is approximately 630 feet in elevation, with the hills of the Mendocino and
Mayacamas ranges that flank the Ukiah Valley reaching up to 3,000 feet in elevation.
The nearest major city to Ukiah is Santa Rosa, a city of 175,000, which is located approximately 60
miles to the south. Larger urban centers including San Francisco and Sacramento are approximately 100 miles
to the south and southeast. Ukiah’s relative isolation from major population centers increases its importance
as a regional center. Closer to the City, there are several small unincorporated communities in the Ukiah
Valley, as well as in the neighboring Redwood Valley to the north. In 2019, the region surrounding the City
is best known for its natural and scenic beauty. Once called the “Gateway to the Redwoods,” the City is a
short drive from some of the largest redwood forests in California. These massive trees grow natively in the
City and on the hills above the Ukiah Valley.
Electric Utilities
The City of Ukiah owns and operates its own electric utility and does not participate in deregulation.
Because of this Ukiah boosts electricity rates that are 20% lower than PG&E and power that is comprised of
approximately 70% green renewable energy. The City-owned utility operates the Lake Mendocino
Hydroelectric Plant, one of the City’s major sources of electricity. The electric utility serves 6,100 residential
and 2,100 commercial customers and has sufficient capacity to meet power needs for the foreseeable future.
Wastewater
Ukiah’s Department of Public Works provides wastewater collection and treatment for about two-
thirds of the City, and operates its own wastewater treatment plant. A separate agency, the Ukiah Valley
Sanitation District (UVSD) serves the remaining portions of Ukiah, as well as communities in the sphere of
influence. Operated by the City, one wastewater treatment plant serves both the City and UVSD. The
treatment plant has a current (2019) capacity to add nearly 1,603equivalent sewer service units (ESSUs)
before reaching capacity. One ESSU is equivalent to 210 gallons per day of typical domestic use.
Water
Ukiah’s Department of Public Works operates the domestic water system for the City. The City draws
its water from the Russian River and three active groundwater wells. Millview County Water District provides
water to North Ukiah, and an unincorporated area bordering the City to the north. Willow County Water
District provides water to South Ukiah and an unincorporated area bordering the City to the south. Finally,
Calpella County Water District provides water to the community of Calpella. All four agencies are expected
to adequately meet existing and future demands for water, including in the event of a dry year or multiple dry
years.
According to annual water quality testing reports, the City’s water quality is considered to be safe
and reliable. During emergencies, the City has the ability to purchase water from neighboring water systems.
As of 2019, the City reported that the water that it produces and distributes meets and exceeds State and
Federal standards for drinking water quality. These results are published each year in the Annual Water
Quality Report.
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Water Recycling
Water recycling is reusing treated wastewater for beneficial purposes such as agricultural and
landscape irrigation, industrial processes, toilet flushing, and replenishing a ground water basin (referred to
as ground water recharge). By providing an additional source of water, water recycling can decrease the
diversion of water from sensitive ecosystems, decrease wastewater discharges, and reduce pollution. Recycled
water can also be used to create or enhance wetlands and riparian habitats. The City has finished construction
of its recycled water system. Phases 1-3 are complete and produce recycled water for customers including
agriculture, industrial uses, and landscaping, including a variety of municipal agencies. Phases 1-3 can return
approximately two-thirds of the plant's capacity to beneficial use. Phase 4 has been designed and funding is
being identified to complete this final phase. Phase 4 is designed to subscribe 100 percent of the treatment
plant's capacity.
Education
There are twelve school districts in the County. The largest public education systems in the County
are the Ukiah Unified School District (UUSD), Willits Unified School District, and Fort Bragg Unified School
District. The UUSD offers traditional elementary, middle school and high school public education, including
four preschools, six elementary schools, three middle schools, two high school and an adult school. There is
also a Spanish-immersion elementary school, a Montessori-based charter school, a Waldorf-based charter
school, and an independent study-focused charter school. The Mendocino County Superintendent of Schools
also maintains four special schools at various locations in the County. There are also a variety of private and
charter schools in the County.
Post-secondary public instruction is available at two community colleges, which offer both academic
and vocational courses in a two-year curriculum. Mendocino College is administered by the Mendocino-Lake
Community College District. Sonoma State University offers an upper-division extension program in Ukiah
leading to a Bachelor of Arts in Liberal Studies, with an emphasis on American Studies. Marymount, a
California University, has a campus approximately 30 minutes from Ukiah. This university offers specialty
programs, Bachelors’ Degrees, and Masters’ Degrees programs.
Law Enforcement
The City of Ukiah Police Department (UPD) provides law enforcement and dispatch services from a
single station located within the City Hall complex. UPD currently employs 34 sworn personnel. In 2018,
UPD made 945 misdemeanor arrests, 427 felony arrests, 125 Driving Under the Influence arrests, and issued
875 traffic citations. In general UPD handles over 70 calls for service per day.
Fire Protection and Emergency Medical Response
Fire protection and emergency medical response services are provided by the Ukiah Valley Fire
Authority (UVFA), which provides service to approximately 90 square miles in and around the City, with a
resident population of approximately 30,000. Within its boundaries are historic downtown buildings, county
governmental buildings, Mendocino Community College, Dharma Realm Buddhist University, a regional
hospital, and all residential and commercial developments within the service area. UVFA is also responsible
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for the lower half of Lake Mendocino, including the Coyote Dam, expansive wildland urban interface areas,
the Ukiah Municipal Airport, US 101, and State Route 253.
UVFA is staffed by 19 full-time safety employees (Fire Chief, 3 Division Chiefs, 6 Captains, 6
Engineers and 3 Firefighters), one full-time administrative-clerical employee, and up to 25 dedicated
volunteer firefighters, including a Volunteer Division Chief. UVFA maintains four fire stations (two staffed
with career personnel) with the daily staffing consisting of a minimum of two/two person crews cross staffing
Type I (Structural) and Type II/III (Wildland Interface) Engines and an on-call Duty Officer.
CAL FIRE, the State fire agency, is responsible for the forested areas in the hills west of the city,
including those within the Planning Area. CAL FIRE's Mendocino Unit is stationed in Ukiah at 2690 North
State Street.
Solid Waste Disposal
Currently, there are no operating landfills in the City or immediate vicinity. Solid waste generated in
the City and surrounding area is exported for disposal to the Potrero Hills Landfill in Solano County. The
City’s solid waste disposal system consists of a large volume transfer station that receives waste for export.
This transfer station is privately owned and operated under agreements with the City and other local
government agencies. The Mendocino Solid Waste Management Authority, a Joint Powers Agency formed
in 1990 by the City and County, identifies transfer stations, recycling processing facilities, and composting
facilities necessary to implement each jurisdiction’s waste diversion goals. The transfer station is designed to
receive 200 tons of waste per day, and currently receives an average of 120 to 130 tons per day.
General Hospitals
There are a total of three general hospitals in the cities of Ukiah, Willits and Fort Bragg, all with
complete medical, surgical, pediatric, and special services available in the metropolitan areas. Ukiah Valley
Medical Center is located in the City of Ukiah, and includes two acute care facilities, two critical access
hospitals and a center for behavioral health. Services include advanced diagnostic imaging, 24-hour
emergency care and trauma center, cardiac care, intensive care, maternity including a Level II Intensive Care
Nursery, pediatrics, physical rehabilitation, rapid care, surgery, women’s services and advanced wound care.
Transportation
Two major railroads, a modern system of highways and six public use airports have contributed to
the industrial, commercial and residential growth of the City and County. The City has approximately 9 miles
of bike lanes and an extensive sidewalk network throughout the downtown and surrounding areas. Amtrak
operates a daily bus service to and from the Cities of Ukiah and Willits. The City owns and operates the Ukiah
Regional Airport. The airport is comprised of one 4,400 ft. runway and taxiway, 160 acres in size, and has 87
aircraft based on site. The Airport provides a myriad of air services including daily passenger travel, freight
operations and emergency services such as fire suppression and medevac.
The primary transportation corridors through the County are U.S. Route 101, which travels through
the middle of the City and County, and State Route 1, which travels along the Pacific Coast. In addition, State
Route 128 connects the City of Cloverdale to the Pacific Coast and continues through the State’s Central
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Valley region. State Highways 20 and 175 connect the Highway 101 corridor with Lake County and other
points east of the County.
Current opportunities for public transit within the county are limited, due largely to the county’s
geographically disbursed population and exacerbated by the County’s sheer size (3,510 square miles). The
Mendocino Transit Authority (MTA) is the public bus system which serves the most densely populated areas
of the County. The MTA operates routes which make connections to Amtrak, Golden Gate Transit, Sonoma
County Transit, Greyhound, Santa Rosa City Bus, and Airport Express with service to the San Francisco and
Oakland airports.
Harbors
The County has three harbors which are responsible for the majority of commercial and recreational
harbor activity within the County. Noyo Harbor is a public marine facility. It has three ramps and numerous
support facilities for commercial fishing fleets. The Point Arena Harbor provides marine facilities and
includes a pier used by the commercial fishing industry. The Albion Harbor offers fishing and access to
numerous recreational opportunities, such as limited fishing charters and whale watching excursions. In
March 2011, due to the tsunami which resulted from several earthquakes in Japan, damages were sustained
at the Fort Bragg harbor and Noyo Harbor, among other places in the County.
Community Services, Cultural and Recreational Amenities
The Mendocino County Library System maintains six branches in the County, with one being located
in the City. The County System is supplemented by municipal libraries in various communities throughout
the County. The Russian River provides various recreational opportunities, such as swimming, fishing, inner
tubing and picnicking.
The Grace Hudson Museum is located in the City, highlighting regional art, culture and natural
history in the tradition of an extraordinary family – that of Ukiah native and nationally admired artist Grace
Carpenter Hudson (1865-1937), her ethnologist husband, Dr. John W. Hudson (1857-1936) and their
pioneering forebears.
The City operates thirteen (13) parks and six (6) recreational facilities, ranging in size, totaling
approximately 260 acres of parkland, recreational areas, and city facilities that function as community
gathering places. Additionally, the County operates an 80-acre open space park in the City. The City’s Parks
and Recreation Department operates the parks and recreation facilities and offers a variety of classes under
topics such as pet training, dance, music, art, and health and fitness. The Parks and Recreation Department
also organizes sports leagues for a variety of ages throughout the year, which includes organized activities
such as ping pong, tennis, soccer, baseball and softball, pickleball, and more. The Ukiah Municipal Swimming
Pool is located at Todd Grove Park where residents can take swim lessons and exercise or water recreation
classes. Paddle board yoga is also offered on Lake Mendocino during the summer months.
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APPENDIX E
FORM OF OPINION OF BOND COUNSEL
[Closing Date]
Ukiah Public Financing Authority
One Civic Center Drive
Ukiah, CA 95066
OPINION: $____________ Ukiah Public Financing Authority, Lease Revenue Bonds, Series 2020A
(Community Facilities Improvement Project)
and
$____________ Ukiah Public Financing Authority, Taxable Lease Revenue Bonds, Series
2020B (CalPERS Prepayment Project)
Ladies and Gentlemen:
We have acted as bond counsel to the Ukiah Public Financing Authority (the “Authority”) in
connection with the issuance by the Authority of its Lease Revenue Bonds, Series 2020A (Community
Facilities Improvement Project) in the aggregate principal amount of $____________ (the “Tax-Exempt
Bonds”), and the Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project) in the
aggregate principal amount of $____________ (the “Taxable Bonds,” and together with the Tax-Exempt
Bonds, the “Bonds”), issued pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the California
Government Code and an Indenture, dated as of October 1, 2020 (the “Indenture”), between the Authority
and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and pursuant to an
authorizing Resolution of the Authority adopted August 19, 2020. Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Indenture.
The Bonds are payable from Revenues, as defined in the Indenture, consisting primarily of Base
Rental Payments to be made by the City of Ukiah (the “City”) pursuant to a Lease Agreement, dated as of
October 1, 2020 (the “Lease”), by and between the Authority and the City. The City has leased real property
and improvements thereon to the Authority pursuant to a Site and Facilities Lease, dated as of October 1,
2020 (the “Site Lease”), by and between the City and the Authority. Certain rights of the Authority under the
Lease are assigned to the Trustee under an Assignment Agreement, dated as of October 1, 2020 (the
“Assignment Agreement”), by and between the Authority and the Trustee.
In such connection, we have reviewed the Lease, the Site Lease, the Assignment Agreement, the
Indenture; the Tax Certificate of the Authority, dated the date hereof (the “Tax Certificate”); opinions of
counsel to the Authority, the City and the Trustee; certificates of the Authority, the City, the Trustee and
others; and such other documents, opinions and matters to the extent we deemed necessary to render the
opinions set forth herein.
Certain agreements, requirements and procedures contained or referred to in the Indenture, the Site
Lease, the Lease, the Assignment Agreement, the Tax Certificate and other relevant documents may be
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changed and certain actions (including, without limitation, defeasance of the Bonds) may be taken or omitted
under the circumstances and subject to the terms and conditions set forth in such documents. No opinion is
expressed herein as to any Bond or the interest thereon if any such change occurs or action is taken or omitted
upon the advice or approval of counsel other than ourselves.
The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and
court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be
affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to
determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any
other matters come to our attention after the date hereof. We disclaim any obligation to update this letter. We
have assumed the genuineness of all documents and signatures presented to us (whether as originals or as
copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than
the Authority and the City. We have assumed, without undertaking to verify, the accuracy of the factual
matters represented, warranted or certified in the documents, and of the legal conclusions contained in the
opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all
covenants and agreements contained in the Site Lease, the Lease, the Assignment Agreement, the Indenture
and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is
necessary to assure that future actions, omissions or events will not cause interest on the Bonds to be included
in gross income for federal income tax purposes.
We call attention to the fact that the rights and obligations under the Bonds, the Site Lease, the Lease,
the Assignment Agreement, the Indenture and the Tax Certificate and their enforceability may be subject to
bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws
relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial
discretion in appropriate cases, and to the limitations on legal remedies against joint powers authorities and
cities in the State of California. We express no opinion with respect to any indemnification, contribution,
penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the
foregoing documents nor do we express any opinion with respect to the state or quality of title to or interest
in any of the real or personal property described in or as subject to the lien of the Site Lease, the Lease, the
Assignment Agreement or the Indenture or the accuracy or sufficiency of the description contained therein
of, or the remedies available to enforce liens on, any such property. Finally, we undertake no responsibility
for the accuracy, completeness or fairness of the Official Statement or other offering material relating to the
Bonds and express no opinion with respect thereto.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the
following opinions:
1. The Bonds constitute the valid and binding limited obligations of the Authority.
2. The Indenture has been duly executed and delivered by, and constitutes the valid and binding
obligation of, the Authority. The Indenture creates a valid pledge, to secure the payment of the principal of
and interest on the Bonds, of the Revenues and any other amounts (including proceeds of the sale of the
Bonds) held by the Trustee in any fund or account established pursuant to the Indenture, except for the Rebate
Fund, subject to the provisions of the Indenture permitting the application thereof for the purposes and on
the terms and conditions set forth in the Indenture.
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E-3
3. The Lease has been duly and validly authorized, executed and delivered by the Authority
and the City and constitutes the legally valid and binding obligations of the Authority and the City,
enforceable against the Authority and the City in accordance with its terms.
4. The Site Lease has been duly and validly authorized, executed and delivered by the Authority
and the City and constitutes the legally valid and binding obligations of the Authority and the City,
enforceable against the Authority and the City in accordance with its terms.
5. The Assignment Agreement has been duly and validly authorized, executed and delivered
by the Authority and constitutes the legally valid and binding obligations of the Authority, enforceable against
the Authority in accordance with its terms.
6. The Bonds are not a lien or charge upon the funds or property of the Authority except to the
extent of the aforementioned pledge. Neither the faith and credit nor the taxing powers of the City, the State
of California or of any political subdivision thereof is pledged to the payment of the principal of or interest
on the Bonds.
7. Under existing statutes, regulations, rulings and judicial decisions, and assuming certain
representations and compliance with certain covenants and requirements described herein, interest on the
Tax-Exempt Bonds is excluded from gross income for federal income tax purposes and is not an item of tax
preference for purposes of the federal alternative minimum tax imposed on individuals.
8. The Tax-Exempt Bonds are “qualified tax-exempt obligations” within the meaning of
section 265(b)(3) of the Internal Revenue Code of 1986 (the “Code”).
9. Interest on the Bonds is exempt from State of California personal income tax.
10. The difference between the issue price of a Tax-Exempt Bond (the first price at which a
substantial amount of the Tax-Exempt Bonds of the same series and maturity is to be sold to the public) and
the stated redemption price at maturity with respect to such Tax-Exempt Bond constitutes original issue
discount. Original issue discount accrues under a constant yield method, and original issue discount will
accrue to the Owner of the Tax-Exempt Bond before receipt of cash attributable to such excludable income
(with respect to the Tax-Exempt Bonds). The amount of original issue discount deemed received by the
Owner of a Tax-Exempt Bond will increase the Owner’s basis in the Tax-Exempt Bond. In the opinion of
Bond Counsel the amount of original issue discount that accrues to the Owner of a Tax-Exempt Bond is
excluded from the gross income of such Owner for federal income tax purposes, is not an item of tax
preference for purposes of the federal alternative minimum tax imposed on individuals, and is exempt from
State of California personal income tax.
11. The amount by which a Bond Owner’s original basis for determining loss on sale or
exchange in the applicable Tax-Exempt Bond (generally, the purchase price) exceeds the amount payable
on maturity (or on an earlier call date) constitutes amortizable bond premium, which must be amortized
under Section 171 of the Internal Revenue Code of 1986, as amended (the “Code”) by Owners of the Tax-
Exempt Bonds and which may at the election of owners of the Taxable Bonds be amortized under Section
171 of the Code. With respect to the Tax-Exempt Bonds, such amortizable bond premium reduces the
Owner’s basis in the applicable Tax-Exempt Bond (and the amount of tax-exempt interest received), and is
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E-4
not deductible for federal income tax purposes. With respect to the Taxable Bonds, such amortizable bond
premium reduces the Owner’s basis in the applicable Taxable Bond (and the amount of taxable interest
received) and is deductible for federal income tax purposes. The basis reduction as a result of the
amortization of Bond premium may result in a Bond Owner realizing a taxable gain when a Bond is sold by
the Owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to
the Owner.
The opinions expressed herein as to the exclusion from gross income of interest on the Tax-Exempt
Bonds are based upon certain representations of fact and certifications made by the Authority and the City
and are subject to the condition that the Authority and the City comply with all requirements of the Code
that must be satisfied subsequent to the issuance of the Tax-Exempt Bonds to assure that such interest on
the Tax-Exempt Bonds will not become includable in gross income for federal income tax purposes. Failure
to comply with such requirements of the Code might cause interest on the Tax-Exempt Bonds to be included
in gross income for federal income tax purposes retroactive to the date of issuance of the Tax-Exempt Bonds.
The Authority and the City have each covenanted to comply with all such requirements.
The opinions expressed herein may be affected by actions taken (or not taken) or events occurring
(or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person,
whether any such actions or events are taken or do occur. The Indenture and the Tax Certificate relating to
the Tax-Exempt Bonds permit certain actions to be taken or to be omitted if a favorable opinion of Bond
Counsel is provided with respect thereto. No opinion is expressed herein as to the effect on the exclusion
from gross income of interest on the Tax-Exempt Bonds for federal income tax purposes with respect to any
Tax-Exempt Bond if any such action is taken or omitted based upon the opinion or advice of counsel other
than ourselves. Other than expressly stated herein, we express no other opinion regarding tax consequences
with respect to the Tax-Exempt Bonds.
The opinions expressed herein are based upon our analysis and interpretation of existing laws,
regulations, rulings and judicial decisions and cover certain matters not directly addressed by such
authorities. We call attention to the fact that the rights and obligations under the Indenture and the Bonds
are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar
laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to
the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public
agencies in the State of California.
Our opinion is limited to matters governed by the laws of the State of California and federal law.
We assume no responsibility with respect to the applicability or the effect of the laws of any other
jurisdiction.
We express no opinion herein as to the accuracy, completeness or sufficiency of the Official
Statement relating to the Bonds or other offering material relating to the Bonds and expressly disclaim any
duty to advise the owners of the Bonds with respect to matters contained in the Official Statement.
Faithfully yours,
THE WEIST LAW FIRM
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F-1
APPENDIX F
DTC AND THE BOOK-ENTRY ONLY SYSTEM
The following description of the Depository Trust Company (“DTC”), the procedures and record
keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other
payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial
ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants
and the Beneficial Owners is based solely on information provided by DTC. 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 Bonds (the “Issuer”) nor the trustee, fiscal agent or paying agent appointed
with respect to the Bonds (the “Agent”) take any responsibility for the information contained in this Appendix.
No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to
the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b)
certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or
(c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds,
or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect 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, New York, acts as securities
depository for the Bonds. The Bonds were issued as fully–registered securities registered in the name of Cede
& Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative
of DTC. One fully-registered bond certificate was issued for each maturity of each series of the Bonds, each
in the aggregate principal amount of such maturity, and will be deposited with DTC.
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 17A of
the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of
U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from
over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates
the post-trade settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct Participants’
accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing
Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation
and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the
users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and
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F-2
non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through
or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect
Participants”). 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 and www.dtc.org. The
information contained on this Internet site 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 Indirect
Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are, however, expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are
to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive 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 Indirect 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 Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners
will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be
in effect from time to time. Beneficial Owners of 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. In the alternative, Beneficial Owners may wish to provide their
names and addresses to the registrar and request that copies of notices be provided directly to them.
6. Redemption notices will be sent to DTC. If 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 Issuer as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose
accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
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F-3
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 Issuer 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 Issuer,
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 Issuer 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 Indirect Participants.
9. DTC may discontinue providing its services as depository with respect to the Securities at
any time by giving reasonable notice to Authority 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. The Authority may decide to discontinue use of the system of book-entry-only transfers
through DTC (or a successor securities depository). In that event, Security certificates will be printed and
delivered to DTC.
11. The information in this Appendix F concerning DTC and DTC’s book-entry system has been
obtained from sources that Issuer believes to be reliable, but neither the City, the Authority nor the
Underwriter takes no responsibility for the accuracy thereof.
Attachment 4
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Attachment 5
NRF DRAFT
9/15/20
101052158.2
$___________
Ukiah Public Financing Authority
Lease Revenue Bonds, Series 2020A
(Ukiah Community Facilities Acquisition
and Improvement Project)
$___________
Ukiah Public Financing Authority
Taxable Lease Revenue Bonds, Series 2020B
(CalPERS Prepayment Project)
BOND PURCHASE AGREEMENT
October ___, 2020
Ukiah Public Financing Authority
300 Seminary Avenue
Ukiah, CA 95482
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Ladies and Gentlemen:
The undersigned Piper Jaffray & Co. (the “Underwriter”) offers to enter into this Bond
Purchase Agreement (this “Purchase Agreement”) with the Ukiah Public Financing Authority (the
“Authority”) and the City of Ukiah, California (the “City”), which, upon the acceptance by the
Authority and the City, will be binding upon the Authority, the City and the Underwriter. This offer
is made subject to acceptance by the Authority and by the City by the execution of this Purchase
Agreement and delivery of the same to the Underwriter prior to 11:59 P.M., California time, on the
date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice
delivered to the Authority and the City at any time prior to the acceptance hereof by the Authority
and the City. Capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Indenture (defined herein).
Section 1. Purchase and Sale. Upon the terms and conditions and on the basis of the
representations, warranties and agreements herein set forth, the Underwriter hereby agrees to
purchase from the Authority, and the Authority hereby agrees to issue, sell and deliver to the
Underwriter all (but not less than all) of the Ukiah Public Financing Authority Lease Revenue Bonds,
Series 2020A (the “Tax-Exempt Bonds”) and the Taxable Lease Revenue Bonds, Series 2020B (the
“Taxable Bonds” and, together with the Tax-Exempt Bonds, the “Bonds”). The Bonds shall be dated
as of their date of delivery. Interest on the Bonds shall be payable semiannually on April 1 and
October 1 of each year (each an “Interest Payment Date”), commencing April 1, 2021 and will bear
interest at the rates and on the dates as set forth in Exhibit A hereto.
The purchase price for the Tax-Exempt Bonds shall be $_________ (which represents the
principal amount of the Tax-Exempt Bonds in the amount of $________, [plus/minus] a [net]
[premium/discount] in the amount of $________, less an Underwriter’s discount of $______).
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101052158.2
The purchase price for the Taxable Bonds shall be $_________ (which represents the
principal amount of the Taxable Bonds in the amount of $________, [plus/minus] a [net]
[premium/discount] in the amount of $________, less an Underwriter’s discount of $______).
The City and Authority acknowledge and agree that: (i) the purchase and sale of the Bonds
pursuant to this Purchase Agreement is an arm’s-length commercial transaction among the City, the
Authority and the Underwriter; (ii) in connection therewith and with the discussions, undertakings
and procedures leading up to the consummation of such transaction, the Underwriter is and has been
acting solely as a principal and is not acting as a municipal advisor (as defined in Section 15B of the
Securities Exchange Act of 1934, as amended), financial advisor or fiduciary; (iii) the Underwriter
has not assumed an advisory or fiduciary responsibility in favor of the City or the Authority with
respect to the offering contemplated hereby or the discussions, undertakings and procedures leading
thereto (irrespective of whether the Underwriter has provided other services or is currently providing
other services to the City or the Authority on other matters); and (iv) the City and the Authority have
consulted their own legal, financial, municipal and other advisors to the extent they have deemed
appropriate.
Section 2. The Bonds. The Bonds shall be secured by the Revenues (as defined in the
Indenture, dated as of October 1, 2020 (the “Indenture”), by and between the Authority and The
Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”)) consisting primarily of
base rental payments (“Base Rental Payments”) to be paid by the City pursuant to the Lease
Agreement, dated as of October 1, 2020 (the “Lease Agreement”), by and between the Authority and
the City. The Authority’s right to receive the Base Rental Payments due under the Lease Agreement
and to exercise remedies upon default under such Lease Agreement shall be assigned to the Trustee
for the benefit of the owners of the Bonds pursuant to an Assignment Agreement, dated as of October
1, 2020 (the “Assignment Agreement”), by and between the Authority and the Trustee.
The Tax-Exempt Bonds are being issued for the purpose of funding (i) certain costs of the
Ukiah Community Facilities Acquisition and Improvement Project, as described in the Official
Statement; (ii) a reserve fund for the Bonds; and (iii) the costs of issuance associated with the
issuance and sale of the Tax-Exempt Bonds.
The Taxable Bonds are being issued for the purpose of funding (i) certain costs of the
CalPERS Prepayment Project, as described in the Official Statement; (ii) a reserve fund for the
Bonds; and (iii) the costs of issuance associated with the issuance and sale of the Taxable Bonds.
Section 3. Public Offering and Establishment of Issue Price. The Underwriter agrees
to make a bona fide initial public offering of all the Tax-Exempt Bonds at the public offering prices
(or yields) set forth on Exhibit A attached hereto and incorporated herein by reference. Subsequent to
the initial public offering, the Underwriter reserves the right to change the public offering prices (or
yields) as they deem necessary in connection with the marketing of the Tax-Exempt Bonds, provided
that the Underwriter shall not change the interest rates set forth on Exhibit A. The Tax-Exempt
Bonds may be offered and sold to certain dealers at prices lower than such initial public offering
prices.
The Underwriter agrees to assist the Authority in establishing the issue price of the Tax-
Exempt Bonds and shall execute and deliver to the Authority at Closing (as defined below) an “issue
price” or similar certificate, together with the supporting pricing wires or equivalent
communications, substantially in the form attached hereto as Exhibit B, with such modifications as
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101052158.2
may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and
Bond Counsel (as defined below), to accurately reflect, as applicable, the sales price or prices or the
initial offering price or prices to the public of the Tax-Exempt Bonds.
The Authority will treat the first price at which 10% of each maturity of the Tax-Exempt
Bonds (the “10% test”), identified as “10% Test Used” in Exhibit A, 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 Tax-Exempt Bonds. If at that time the 10% test has not been
satisfied as to any maturity of the Tax-Exempt Bonds, the Underwriter agrees to promptly report to
the Authority the prices at which it sells the unsold Tax-Exempt Bonds of that maturity to the public.
That reporting obligation shall continue, whether or not the Closing Date (as defined below) has
occurred, until the 10% test has been satisfied as to the Tax-Exempt Bonds of that maturity or until
all Tax-Exempt Bonds of that maturity have been sold to the public.
The Underwriter confirms that it has offered the Tax-Exempt Bonds to the public on or
before the date of this Purchase Agreement at the offering price or prices (the “initial offering
price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as
otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering
Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Tax-
Exempt Bonds for which the 10% 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 Tax-Exempt Bonds, the Underwriter will neither
offer nor sell unsold Tax-Exempt Bonds of that maturity to any person at a price that is higher than
the initial offering price to the public during the period starting on the sale date and ending on the
earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Tax-
Exempt Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter shall promptly advise the Authority when it has sold 10% of that maturity of
the Tax-Exempt Bonds to the public at a price that is no higher than the initial offering price to the
public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
The Underwriter acknowledges that sales of any Tax-Exempt Bonds to any person that is a
related party to the Underwriter shall not constitute sales to the public for purposes of this section.
Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party;
(ii) “underwriter” means (A) any person that agrees pursuant to a written contract
with the Authority (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Tax-Exempt Bonds to the public and (B) any person that
agrees pursuant to a written contract directly or indirectly with a person described in clause
Page 135 of 174
101052158.2
(A) to participate in the initial sale of the Tax-Exempt Bonds to the public (including a
member of a selling group or a party to a retail distribution agreement participating in the
initial sale of the Tax-Exempt Bonds to the public);
(iii) a purchaser of any of the Tax-Exempt Bonds is a “related party” to an
underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more
than 50% common ownership of the voting power or the total value of their stock, if both
entities are corporations (including direct ownership by one corporation of another), (ii) more
than 50% common ownership of their capital interests or profits interests, if both entities are
partnerships (including direct ownership by one partnership of another), or (iii) more than
50% common ownership of the value of the outstanding stock of the corporation or the
capital interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the applicable
stock or interests by one entity of the other); and
(iv) “sale date” means the date of execution of this Purchase Agreement by all
parties.
Section 4. The Official Statement. By their acceptance of this Purchase Agreement,
the Authority and the City ratify, confirm and approve of the use and distribution by the Underwriter
prior to the date hereof of the Preliminary Official Statement relating to the Bonds, dated _______,
2020 (including the cover page, all appendices and all information incorporated therein and any
supplements or amendments thereto and as disseminated in its printed physical form or in electronic
form in all respects materially consistent with such physical form, the “Preliminary Official
Statement”) that authorized officers of the City and the Authority deemed “final” as of its date, for
purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended
(“Rule 15c2-12”) except for certain omissions permitted to be omitted therefrom by Rule 15c2-12.
The Authority and the City hereby agree to deliver or cause to be delivered to the Underwriter,
within seven (7) business days of the date hereof, copies of the final official statement, dated the date
hereof, relating to the Bonds (including all information previously permitted to have been omitted by
Rule 15c2-12, the cover page, all appendices, all information incorporated therein and any
amendments or supplements as have been approved by the Authority, the City and the Underwriter
(the “Official Statement”)) in such quantity as the Underwriter shall reasonably request to comply
with Rule 15c2-12(b)(4) and the rules of the Municipal Securities Rulemaking Board (the “MSRB”).
Section 5. Closing. At 8:30 a.m., California time, on October ___, 2020, or at such
other time or date as the Authority, the City and the Underwriter mutually agree upon, the Authority
shall deliver or cause to be delivered to the Trustee, and the Trustee shall deliver or cause to be
delivered through the facilities of The Depository Trust Company, New York New York (“DTC”),
the Bonds in definitive form, duly executed and authenticated. Concurrently with the delivery of the
Bonds, the Authority and the City shall deliver the documents hereinafter mentioned at the offices of
The Weist Law Firm, Los Gatos, California (“Bond Counsel”) or another place to be mutually agreed
upon by the Authority, the City and the Underwriter. The Underwriter will accept such delivery and
pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in immediately
available funds. This payment for and delivery of the Bonds, together with the delivery of the
aforementioned documents referenced herein, is called the “Closing.”
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The Bonds shall be registered in the name of Cede & Co., as nominee of DTC in
denominations of $5,000 and any integral multiple thereof, and shall be made available to the
Underwriter at least one (1) business day before the Closing for purposes of inspection and
packaging. The Authority and the City acknowledge that the services of DTC will be used initially by
the Underwriter to permit the issuance of the Bonds in book-entry form, and agree to cooperate fully
with the Underwriter in employing such services.
Section 6. Representations, Warranties and Covenants of the Authority. The
Authority represents, warrants and covenants to the Underwriter and the City that:
(a) The Authority is and will be at the date of Closing a joint exercise of powers
authority organized and existing under the laws of the State of California (the “State”), including
Section 6500 et seq. of the Government Code of the State of California (the “JPA Act”) with all
necessary power and authority to enter into and perform its duties under the Site and Facility Lease,
dated as of October 1, 2020 (the “Site Lease”), by and between the City and the Authority, the Lease
Agreement, the Indenture, the Assignment Agreement, and this Purchase Agreement (collectively,
the “Authority Documents”).
(b) The Authority has complied with all filing requirements of the JPA Act.
(c) By official action of the Authority prior to or concurrently with the
acceptance hereof, the Authority has duly approved the distribution of the Preliminary Official
Statement and the distribution of the Official Statement (including in electronic form), and has duly
authorized and approved the execution and delivery of, and the performance by the Authority of the
obligations on its part contained, in the Authority Documents. When executed and delivered, each
Authority Document will constitute the legal, valid and binding obligation of the Authority
enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting
creditors’ rights generally.
(d) Prior to the date hereof, the Authority has provided to the Underwriter for its
review the Preliminary Official Statement that an authorized officer of the Authority has deemed
final for purposes of Rule 15c2-12, has approved the distribution of the Preliminary Official
Statement and the Official Statement and has duly authorized the execution and delivery of the
Official Statement (including in electronic form). The Preliminary Official Statement, at the date
thereof, did not contain any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein (other than the information relating to the Bond Insurer or
DTC and its book-entry system, as to which no view is expressed), in light of the circumstances
under which they were made, not misleading. As of the date hereof and on the Closing, the final
Official Statement did not and will not contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein (other than the information relating to the
Bond Insurer or DTC and its book-entry system, as to which no view is expressed), in light of the
circumstances under which they were made, not misleading.
(e) The execution and delivery by the Authority of the Authority Documents and
the approval and execution by the Authority of the Official Statement and compliance with the
provisions on the Authority’s part contained in the Authority Documents, will not conflict with or
constitute a breach of or default under any law, administrative regulation, judgment, decree, loan
agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is
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a party or is otherwise subject to, which conflict, breach or default has or may have a material
adverse effect on the ability of the Authority to carry out its obligations under the Authority
Documents, nor will any such execution, delivery, adoption or compliance result in the creation or
imposition of any material lien, charge or other security interest or encumbrance of any nature
whatsoever upon any of the properties or assets of the Authority under the terms of any such law,
administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note,
resolution, agreement or other instrument, except as provided by the Authority Documents.
(f) The Authority will advise the Underwriter promptly of any proposal to amend
or supplement the Official Statement and will not effect or consent to any such amendment or
supplement without the consent of the Underwriter, which consent will not be unreasonably
withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings
known to it by any governmental agency prohibiting or otherwise affecting the use of the Official
Statement in connection with the offering, sale or distribution of the Bonds.
(g) The Authority is not in breach of or default under any applicable law or
administrative regulation of the State or the United States of America or any applicable judgment or
decree or any loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other
instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is
continuing which, with the passage of time or the giving of notice, or both, would constitute a default
or an event of default under any such instrument, in each case which breach or default has or may
have a material adverse effect on the ability of the Authority to perform its obligations under the
Authority Documents.
(h) As of the time of acceptance hereof and as of the date of Closing, no action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government
agency, public board or body, is pending with respect to which the Authority has been served or, to
the best knowledge of the officers of the Authority, threatened (i) in any way questioning the
corporate existence of the Authority or the titles of the officers of the Authority to their respective
offices, (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of
any of the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority
Documents or the consummation of the transactions contemplated thereby, or contesting the
exclusion of the interest on the Bonds from gross income for federal income tax purposes or
contesting the powers of the Authority to enter into the Authority Documents or (iii) contesting the
completeness or accuracy of the Preliminary Official Statement or the Official Statement or any
supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official
Statement contained any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and there is no basis for any action, suit,
proceeding, inquiry or investigation of the nature described in clause (i) through (iii) of this sentence.
(i) Any certificate signed by any officer of the Authority authorized to execute
such certificate in connection with the issuance, sale and delivery of the Bonds and delivered to the
Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and
the City as to the statements made therein but not of the person signing such certificate.
(j) The Authority will apply the proceeds of the Bonds in accordance with the
Indenture.
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Section 7. Representations, Warranties and Covenants of the City. The City
represents, warrants and covenants to the Underwriter and the Authority that:
(a) The City is and will be at the date of Closing a municipal corporation and
charter city duly organized and existing pursuant to and under the Constitution and laws of the State
and has all necessary power and authority to enter into and perform its duties under the Continuing
Disclosure Certificate relating to the Bonds (the “Continuing Disclosure Certificate”), the Site Lease,
the Lease Agreement, the Indenture and this Purchase Agreement (collectively, the “City
Documents” and, together with the Authority Documents, the “Legal Documents”) and has by
official action duly authorized and approved the execution and delivery of, and the performance by
the City of the obligations on its part contained in the City Documents.
(b) By official action of the City prior to or concurrently with the acceptance
hereof, the City has duly approved the distribution of the Preliminary Official Statement and the
distribution of the Official Statement (including in electronic form), and has duly authorized and
approved the execution and delivery of, and the performance by the City of the obligations on its part
contained, in the City Documents. When executed and delivered, each City Document will constitute
the legally valid and binding obligation of the City enforceable in accordance with its terms, except
as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws or equitable principles relating to or affecting creditors’ rights generally.
(c) The Preliminary Official Statement heretofore delivered to the Underwriter is
hereby deemed final by the City as of its date and as of the date hereof, except for the omission of
such information as is permitted to be omitted in accordance with paragraph (b)(i) of Rule 15c2-12.
The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein (other than
the information relating to the Bond Insurer or DTC and its book-entry system, as to which no view
is expressed), in the light of the circumstances under which they were made, not misleading. As of
the date hereof and on the Closing, the final Official Statement did not and will not contain any
untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein (other than the information relating to the Bond Insurer or DTC and its book-entry system, as
to which no view is expressed), in the light of the circumstances under which they were made, not
misleading.
(d) The execution and delivery by the City of the City Documents and the
approval by the City of the Official Statement and compliance with the provisions on the City’s part
contained in the City Documents, will not conflict with or constitute a breach of or default under any
law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond,
note, resolution, agreement or other instrument to which the City is a party or is otherwise subject to,
which conflict, breach or default has or may have a material adverse effect on the ability of the City
to carry out its obligations under the City Documents, nor will any such execution, delivery, adoption
or compliance result in the creation or imposition of any material lien, charge or other security
interest or encumbrance of any nature whatsoever upon any of the properties or assets of City under
the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture,
trust agreement, bond, note, resolution, agreement or other instrument, except as provided by the City
Documents.
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(e) The City will advise the Underwriter promptly of any proposal to amend or
supplement the Official Statement and will not effect or consent to any such amendment or
supplement without the consent of the Underwriter, which consent will not be unreasonably
withheld. The City will advise the Underwriter promptly of the institution of any proceedings known
to it by any governmental authority prohibiting or otherwise affecting the use of the Official
Statement in connection with the offering, sale or distribution of the Bonds.
(f) The City is not in breach of or default under any applicable law or
administrative regulation of the State or the United States of America or any applicable judgment or
decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to
which the City is a party or is otherwise subject, and no event has occurred and is continuing which,
with the passage of time or the giving of notice, or both, would constitute a default or an event of
default under any such instrument, in each case which breach or default has or may have a material
adverse effect on the ability of the City to perform its obligations under the City Documents.
(g) The financial statements relating to the receipts, expenditures and cash
balances of the City as of June 30, 2019 as set forth in the Official Statement fairly represent the
receipts, expenditures and cash balances of the General Fund. Except as disclosed in the Preliminary
Official Statement, the Official Statement or otherwise disclosed in writing to the Underwriter, there
has not been any materially adverse change in the financial condition of the General Fund or in its
operations since June 30, 2019 and, except as disclosed in the Preliminary Official Statement, the
Official Statement or otherwise disclosed in writing to the Underwriter, there has been no
occurrence, circumstance or combination thereof which is reasonably expected to result in any such
materially adverse change.
(h) As of the time of acceptance hereof and as of the date of Closing, no action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government
agency, public board or body, is pending or, to the knowledge of the officers of the City, threatened
(i) in any way questioning the corporate existence of the City or the titles of the officers of the City to
their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the
execution or delivery of any of the Bonds, or in any way contesting or affecting the validity of the
Bonds or the City Documents or the consummation of the transactions contemplated thereby, or
contesting the exclusion of the interest on the Bonds from gross income for federal income tax
purposes or contesting the power of the City to enter into the City Documents; (iii) which may result
in any material adverse change to the financial condition of the City or to its ability to pay the Base
Rental Payments 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 Statement contained any untrue statement of a
material fact or omitted to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading,
and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described
in clause (i) through (iv) of this sentence.
(i) To the extent required by law, the City will undertake, pursuant to the
Continuing Disclosure Certificate, to provide annual reports and notices of certain events. A
description of this undertaking is set forth in the Preliminary Official Statement and will also be set
forth in the final Official Statement. Except as otherwise disclosed in the Preliminary Official
Statement, the City has not failed to comply in all material respects with any previous
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undertakings with regard to the Rule 15c2-12 to provide annual reports or notices of enumerated
events in the past five years.
(j) Any certificate signed by any officer of the City authorized to execute such
certificate in connection with the issuance, sale and delivery of the Bonds and delivered to the
Underwriter shall be deemed a representation and warranty of the City to the Underwriter and the
Authority as to the statements made therein but not of the person signing such certificate.
(k) As of the date hereof, the City does not have any material obligations secured
by payments from the General Fund of the City, except as disclosed in the Official Statement.
(l) The exceptions set forth in the title insurance policy for the Leased Property
insuring, subject only to Permitted Encumbrances, the fee interest of the City in the Leased Property,
the Authority’s leasehold estate in the Leased Property under the Site Lease, and the City’s leasehold
estate in the Leased Property under the Lease Agreement, do not materially impair the use of the
Leased Property, the existing facilities and the sites thereof for the purposes for which they are or
may reasonably be expected to be held.
Section 8. Conditions to the Obligations of the Underwriter. The Underwriter has
entered into this Purchase Agreement in reliance upon the representations and warranties of the
Authority and the City contained herein. The obligations of the Underwriter to accept delivery of and
pay for the Bonds on the date of the Closing shall be subject, at the option of the Underwriter, to the
accuracy in all respects of the statements of the officers and other officials of the Authority and of the
City, as well as authorized representatives of Bond Counsel, Disclosure Counsel and the Trustee
made in any Bonds or other documents furnished pursuant to the provisions hereof; to the
performance by the Authority and the City of their obligations to be performed hereunder at or prior
to the date of the Closing; and to the following additional conditions:
(a) The representations, warranties and covenants of the City and the Authority
contained herein shall be true, complete and correct at the date hereof and at the time of the Closing,
as if made on the date of the Closing;
(b) At the time of Closing, the Legal Documents shall be in full force and effect
as valid and binding agreements between or among the various parties thereto, and the Legal
Documents and the Official Statement shall not have been amended, modified or supplemented
except as may have been agreed to in writing by the Underwriter, and all such reasonable actions as,
in the opinion of Bond Counsel, shall reasonably deem necessary in connection with the transactions
contemplated hereby;
(c) At the time of the Closing, no default shall have occurred or be existing under
the Authority Documents, the City Documents, or any other agreement or document pursuant to
which any of the City’s financial obligations were executed and delivered, and the City shall not be
in default in the payment of principal or interest with respect to any of its financial obligations, which
default would adversely impact the ability of the City to make the Base Rental Payments;
(d) In recognition of the desire of the Authority, the City and the Underwriter to
effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of
the following events on such a public offering, this Purchase Agreement shall be subject to
termination in the absolute discretion of the Underwriter by notification, in writing, to the Authority
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and the City prior to delivery of and payment for the Bonds, if at any time prior to such time,
regardless of whether any of the following statements of fact were in existence or known of on the
date of this Purchase Agreement:
(i) any event shall occur which makes untrue any statement or results in
an omission to state a material fact necessary to make the statements in the Official
Statement, in the light of the circumstances under which they were made, not
misleading, which event, in the reasonable opinion of the Underwriter would
materially or adversely affect the ability of the Underwriter to market the Bonds; or
(ii) the marketability of the Bonds or the market price thereof, in the
reasonable opinion of the Underwriter, has been materially adversely affected by an
amendment to the Constitution of the United States of America or by any legislation
in or by the Congress of the United States of America or by the State, or the
amendment of legislation pending as of the date of this Purchase Agreement in the
Congress of the United States of America, or the recommendation to Congress or
endorsement for passage (by press release, other form of notice or otherwise) of
legislation by the President of the United States of America, the Treasury Department
of the United States of America, the Internal Revenue Service or the Chairman or
ranking minority member of the Committee on Finance of the United States Senate or
the Committee on Ways and Means of the United States House of Representatives, or
the proposal for consideration of legislation by either such Committee or by any
member thereof, or the presentment of legislation for consideration as an option by
either such Committee, or by the staff of the Joint Committee on Taxation of the
Congress of the United States of America, or the favorable reporting for passage of
legislation to either House of the Congress of the United States of America by a
Committee of such House to which such legislation has been referred for
consideration, or any decision of any federal or state court or any ruling or regulation
(final, temporary or proposed) or official statement on behalf of the United States
Treasury Department, the Internal Revenue Service or other federal or State authority
affecting the federal or State tax status of the Authority or the City, or the interest on
or with respect to bonds or notes (including the Bonds); or
(iii) any legislation, ordinance, rule or regulation shall be introduced in, or
be enacted by any governmental body, department or agency of the State, or a
decision by any court of competent jurisdiction within the State shall be rendered
which materially adversely affects the market price of the Bonds; or
(iv) an order, decree or injunction issued by any court of competent
jurisdiction, or order, ruling, regulation (final, temporary or proposed), official
statement or other form of notice or communication issued or made by or on behalf of
the Securities and Exchange Commission, or any other governmental agency having
jurisdiction of the subject matter, to the effect that: (i) obligations of the general
character of the Bonds, or the Bonds, including any or all underlying arrangements,
are not exempt from registration under the Securities Act of 1933, as amended, or that
the Indenture is not exempt from qualification under the Trust Indenture Act of 1939,
as amended; or (ii) the issuance, offering or sale of obligations of the general
character of the Bonds, or the issuance, offering or sale of the Bonds, including any
or all underlying obligations, as contemplated hereby or by the Official Statement, is
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or would be in violation of the federal securities laws as amended and then in effect;
or
(v) legislation shall be enacted by the Congress of the United States of
America, or a decision by a court of the United States of America shall be rendered,
to the effect that obligations of the general character of the Bonds, or the Bonds are
not exempt from registration under or other requirements of the Securities Act of
1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as
amended and as then in effect, or that the Indenture is not exempt from qualification
under or other requirements of the Trust Indenture Act of 1939, as amended and as
then in effect; or
(vi) additional material restrictions not in force as of the date hereof shall
have been imposed upon trading in securities generally by any domestic
governmental authority or by any domestic national securities exchange, which are
material to the marketability of the Bonds; or
(vii) a general banking moratorium shall have been declared by federal,
State or New York authorities, or the general suspension of trading on any national
securities exchange; or
(viii) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of America of a national emergency or war or other
calamity or crisis the effect of which on financial markets is materially adverse such
as to make it, in the sole judgment of the Underwriter, impractical to proceed with the
purchase or delivery of the Bonds as contemplated by the final Official Statement
(exclusive of any amendment or supplement thereto); or
(ix) any rating of the Bonds or the rating of any obligations of the City
secured by the City’s general fund shall have been downgraded or withdrawn by a
national rating service, which, in the reasonable opinion of the Underwriter,
materially adversely affects the market price of the Bonds; or
(x) the commencement of any action, suit or proceeding described in
Section 6(h) or Section 7(h);
(e) at or prior to the Closing, the Underwriter shall receive the following
documents, in each case to the reasonable satisfaction in form and substance of the Underwriter:
(i) all resolutions relating to the Bonds adopted by the Authority and
certified by an authorized official of the Authority authorizing the execution and
delivery of the Bonds, the Authority Documents and the Official Statement;
(ii) all resolutions relating to the Bonds adopted by the City and certified
by an authorized official of the City authorizing the execution and delivery of the
City Documents and the delivery of the Bonds and the Official Statement;
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(iii) the Legal Documents duly executed and delivered by the respective
parties thereto, with only such amendments, modifications or supplements as may
have been agreed to in writing by the Underwriter;
(iv) the approving opinion of Bond Counsel, dated the date of Closing and
addressed to the Authority and the City, in substantially the form attached as
Appendix E to the Official Statement, together with a reliance letter thereon
addressed to the Underwriter;
(v) a supplemental opinion of Bond Counsel dated the date of Closing
and addressed to the Underwriter, to the effect that:
(A) the statements on the cover of the Official Statement and in
the Official Statement under the captions “INTRODUCTION,” “THE
BONDS,” “SECURITY FOR THE BONDS,” and “TAX MATTERS,” and in
APPENDIX A – “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS,”
APPENDIX C – “FORM OF CONTINUING DISCLOSURE
CERTIFICATE” and APPENDIX E – “FORM OF OPINION OF BOND
COUNSEL,” and excluding any material that may be treated as included
under such captions and appendices by any cross-reference, insofar as such
statements expressly summarize provisions of the Bonds, the Site Lease, the
Lease Agreement, the Assignment Agreement, the Indenture, and Bond
Counsel’s final opinion concerning the Bonds, are accurate in all material
respects as of the date of Closing.
(B) the Purchase Agreement has been duly authorized, executed
and delivered by the Authority and the City and is the valid, legal and binding
agreement of the Authority and the City enforceable in accordance with its
terms, except that the rights and obligations under the Purchase Agreement
are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws affecting creditors’ rights, to the
application of equitable principles if equitable remedies are sought, to the
exercise of judicial discretion in appropriate cases and to limitations on legal
remedies against public agencies in the State.
(C) the Bonds are not subject to the registration requirements of
the Securities Act of 1933, as amended, and the Indenture is exempt from
qualification under the Trust Indenture Act of 1939, as amended.
(vi) the Official Statement, executed on behalf of the Authority and the
City;
(vii) evidence that the Bonds have received an underlying rating of “A” by
S&P Global Ratings;
(viii) a certificate, dated the date of Closing, signed by a duly authorized
officer of the Authority satisfactory in form and substance to the Underwriter to the
effect that: (i) the representations, warranties and covenants of the Authority
contained in this Purchase Agreement are true and correct in all material respects on
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and as of the date of Closing with the same effect as if made on the date of the
Closing by the Authority, and the Authority has complied with all of the terms and
conditions of this Purchase Agreement required to be complied with by the Authority
at or prior to the date of Closing; (ii) to the best of such officer’s knowledge, no event
affecting the Authority has occurred since the date of the Official Statement which
should be disclosed in the Official Statement for the purposes for which it is to be
used or which is necessary to disclose therein in order to make the statements and
information therein not misleading in any material respect; (iii) the information and
statements contained in the Official Statement (other than information relating to
DTC and its book-entry system) did not as of its date and do not as of the Closing
contain an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading in any material respect; and (iv) the Authority
is not in breach of or default under any applicable law or administrative regulation of
the State or the United States of America or any applicable judgment or decree or any
loan agreement, indenture, bond, note, resolution, agreement or other instrument to
which the Authority is a party or is otherwise subject, which would have a material
adverse impact on the Authority’s ability to perform its obligations under the
Authority Documents, and no event has occurred and is continuing which, with the
passage of time or the giving of notice, or both, would constitute such a default or an
event of default under any such instrument;
(ix) a certificate, dated the date of Closing, signed by a duly authorized
officer of the City satisfactory in form and substance to the Underwriter to the effect
that: (i) the representations, warranties and covenants of the City contained in this
Purchase Agreement are true and correct in all material respects on and as of the date
of Closing with the same effect as if made on the date of the Closing by the City, and
the City has complied with all of the terms and conditions of the Purchase Agreement
required to be complied with by the City at or prior to the date of Closing; (ii) to the
best of such officer’s knowledge, no event affecting the City has occurred since the
date of the Official Statement which should be disclosed in the Official Statement for
the purposes for which it is to be used or which is necessary to disclose therein in
order to make the statements and information therein not misleading in any material
respect; (iii) the information and statements contained in the Official Statement (other
than information relating to DTC and its book-entry system) did not as of its date and
do not as of the Closing contain an untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading in any material respect;
(iv) the City is not in breach of or default under any applicable law or administrative
regulation of the State or the United States of America or any applicable judgment or
decree or any loan agreement, indenture, bond, note, resolution, agreement (including
but not limited to the Lease Agreement) or other instrument to which the City is a
party or is otherwise subject, which would have a material adverse impact on the
City’s ability to perform its obligations under the City Documents, and no event has
occurred and is continuing which, with the passage of time or the giving of notice, or
both, would constitute such a default or an event of default under any such
instrument; and (v) no further consent is required for inclusion of its audited financial
statements in the Official Statement;
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(x) an opinion dated the date of Closing and addressed to the
Underwriter, the Trustee and Bond Counsel, of the Office of the City Attorney of the
City, as Counsel to the Authority, to the effect that:
(A) the Authority is a joint exercise of powers authority organized
and existing under the laws of the State of California;
(B) the resolution of the Authority approving and authorizing the
execution and delivery of the Authority Documents, the Bonds and the
Official Statement and other actions of the Authority was duly adopted at a
meeting of the governing body of the Authority which was called and held
pursuant to law and with all public notice required by law and at which a
quorum was present and acting throughout, and the resolution is now in full
force and effect and has not been amended or superseded in any way;
(C) there is no action, suit, proceeding, inquiry or investigation at
law or in equity before or by any court or public body pending with respect to
which the Authority has been served or, to the best of such counsel’s
knowledge, threatened against or affecting the Authority, except as may be
disclosed in the Official Statement, which would materially adversely impact
the Authority’s ability to complete the transactions contemplated by the
Authority Documents, the Official Statement or any other document or
certificate related to such transactions, restrain or enjoin the collection of
Base Rental Payments with respect to the Lease Agreement, or in any way
contesting or affecting the validity of the Bonds, the Official Statement, the
Authority Documents or the transactions described in and contemplated
thereby wherein an unfavorable decision, ruling or finding would materially
adversely affect the validity and enforceability of the Bonds or the Authority
Documents or in which a final adverse decision could materially adversely
affect the operations of the Authority;
(D) the execution and delivery of the Authority Documents and
the issuance of the Bonds and compliance with the provisions thereof, do not
and will not in any material respect conflict with or constitute on the part of
the Authority a breach of or default under any agreement or other instrument
to which the Authority is a party or by which it is bound or any existing law,
regulation, court order or consent decree to which the Authority is subject,
which breach or default has or may have a material adverse effect on the
ability of the Authority to perform its obligations under the Authority
Documents; and
(E) no authorization, approval, consent, or other order of the State
of California or any other governmental body within the State of California is
required for the valid authorization, execution and delivery of the Authority
Documents or the Official Statement by the Authority or the consummation
by the Authority of the transactions on its part contemplated therein, except
such as have been obtained and except such as may be required under state
securities or blue sky laws in connection with the purchase and distribution of
the Bonds by the Underwriter.
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(xi) an opinion dated the date of Closing and addressed to the
Underwriter, the Trustee and the Bond Counsel, of the Office of the City Attorney of
the City, to the effect that:
(A) the City is a municipal corporation and a charter city duly
organized and validly existing under the Constitution and laws of the State of
California;
(B) the resolution of the City approving and authorizing the
execution and delivery of the City Documents and approving and authorizing
the issuance of the Bonds and the delivery of the Official Statement and other
actions of the City was duly adopted at a meeting of the governing body of
the City which was called and held pursuant to law and with all public notice
required by law and at which a quorum was present and acting throughout,
and the resolution is now in full force and effect and has not been amended or
superseded in any way;
(C) there is no action, suit, proceeding, inquiry or investigation at
law or in equity before or by any court or public body pending with respect to
which the City has been served or, to the best of such City Attorney’s
knowledge, threatened against or affecting the City, except as may be
disclosed in the Official Statement, which would materially adversely impact
the City’s ability to complete the transactions contemplated by the City
Documents, the Official Statement or any other document or certificate
related to such transactions, restrain or enjoin the collection of Base Rental
Payments with respect to the Lease Agreement, or in any way contesting or
affecting the validity of the Bonds, the Official Statement or the City
Documents;
(D) the execution and delivery of the City Documents and
compliance with the provisions thereof, do not and will not in any material
respect conflict with or constitute on the part of the City a breach of or default
under any agreement or other instrument to which the City is a party or by
which it is bound or any existing law, regulation, court order or consent
decree to which the City is subject, which breach or default has or may have a
material adverse effect on the ability of the City to perform its obligations
under the City Documents; and
(E) no authorization, approval, consent, or other order of the State
of California or any other governmental body within the State of California is
required for the valid authorization, execution and delivery of the City
Documents or the consummation by the City of the transactions on its part
contemplated therein, except such as have been obtained and except such as
may be required under state securities or blue sky laws in connection with the
purchase and distribution of the Bonds by the Underwriter.
(xii) an opinion of The Weist Law Firm, Los Gatos, California, Disclosure
Counsel to the Authority and the City dated the date of Closing and addressed to the
Authority, the City, the Underwriter in the form set forth in Exhibit C;
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(xiii) an opinion of counsel to the Trustee, addressed to the Underwriter and
the Authority, dated the date of the Closing, to the effect that:
(A) the Trustee is a national banking association duly organized
and validly existing under the laws of the United States of America, having
full corporate power to undertake the trust created under the Indenture;
(B) the Indenture and the Assignment Agreement (together, the
“Trustee Documents”) have each been duly authorized, executed and
delivered by the Trustee and, assuming due authorization, execution and
delivery by the other parties thereto, the Trustee Documents constitute the
valid, legal and binding obligations of the Trustee enforceable in accordance
with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws affecting the enforcement of creditors’
rights generally and by the application of equitable principles, if equitable
remedies are sought;
(C) the Trustee has duly authenticated the Bonds upon the order
of Authority;
(D) the Trustee’s actions in executing and delivering the Trustee
Documents are in full compliance with, and do not conflict with any
applicable law or governmental regulation and, to the best of such counsel’s
knowledge, after reasonable inquiry with respect thereto, do not conflict with
or violate any contract to which the Trustee is a party or any administrative or
judicial decision by which the Trustee is bound;
(E) no consent, approval, authorization or other action by any
governmental or regulatory authority having jurisdiction over the banking or
trust powers of the Trustee that has not been obtained is or will be required
for the execution and delivery of the Bonds or the consummation by the
Trustee of its obligations under the Trustee Documents; and
(F) there is no action, suit, proceeding, inquiry or investigation at
law or in equity before or by any court or public body pending or, to the best
of such counsel’s knowledge, threatened against or affecting the Trustee,
which would materially adversely impact the Trustee’s ability to complete the
transactions contemplated by the Trustee Documents.
(xiv) a certificate, dated the date of Closing, signed by a duly authorized
officer of the Trustee satisfactory in form and substance to the Underwriter, to the
effect that:
(A) the Trustee is duly organized and existing as a national
banking association under the laws of the United States of America, having
the full corporate power and authority to enter into and perform its duties
under the Trustee Documents;
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101052158.2
(B) the Trustee is duly authorized to enter into the Trustee
Documents and has duly executed and delivered the Trustee Documents, and
assuming due authorization and execution by the other parties thereto, the
Trustee Documents are legal, valid and binding upon the Trustee and
enforceable against such party in accordance with its terms;
(C) the Trustee has duly authenticated the Bonds under the
Indenture and delivered the Bonds to or upon the order of the Underwriter;
(D) no consent, approval, authorization or other action by any
governmental or regulatory authority having jurisdiction over the banking or
trust powers of the Trustee that has not been obtained is required for the
execution and delivery of the Bonds or the consummation by the Trustee of
its obligations under the Trustee Documents; and
(E) there is no action, suit, proceeding, inquiry or investigation at
law or in equity before or by any court or public body pending or, to the best
of such counsel’s knowledge, threatened against or affecting the Trustee,
which would materially adversely impact the Trustee’s ability to complete the
transactions contemplated by the Trustee Documents.
(xv) the preliminary and final forms required to be delivered to the
California Debt and Investment Advisory Commission pursuant to Section 53583 of
the Government Code of the State of California and Section 8855(i) and (j) of the
Government Code;
(xvi) a copy of the executed Blanket Issuer Letter of Representations by
and between the Authority and DTC relating to the book-entry system;
(xvii) the tax and nonarbitrage certificate by the Authority and the City in
form and substance to the reasonable satisfaction of Bond Counsel, the Underwriter
and Norton Rose Fulbright US LLP (“Underwriter’s Counsel”);
(xviii) a Certificate of the City’s engineer documenting the value of the
streets serving as the Leased Facilities in form and substance acceptable to the
Underwriter;
(xix) an opinion of Underwriter’s Counsel in form and substance
acceptable to the Underwriter;
(xx) a Rule 15c2-12 certificate, dated the date of the Preliminary Official
Statement, of the City;
(xxi) a Rule 15c2-12 certificate, dated the date of the Preliminary Official
Statement, of the Authority;
(xxii) a certified copies of the Joint Exercise of Powers Agreement
establishing the Authority, and all amendments thereto, and related certificates issued
by the Secretary of State of the State; and
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101052158.2
(xxiii) such additional legal opinions, Bonds, proceedings, instruments or
other documents as the Underwriter or Underwriter’s Counsel may reasonably
request.
Section 9. Changes in Official Statement. Within 90 days after the Closing or within
25 days following the “end of the underwriting period” (as defined in Rule 15c2-12), whichever
occurs first, if any event relating to or affecting the Bonds, the Trustee, the City or the Authority shall
occur as a result of which it is necessary, in the reasonable opinion of the Underwriter, to amend or
supplement the Official Statement in order to make the Official Statement not misleading in any
material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the
Authority will forthwith prepare and furnish to the Underwriter an amendment or supplement that
will amend or supplement the Official Statement so that it will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements therein, in the
light of the circumstances existing at the time the Official Statement is delivered to purchaser, not
misleading. The City and the Authority shall cooperate with the Underwriter in the filing by the
Underwriter of such amendment or supplement to the Official Statement with the MSRB. The
Underwriter acknowledges that the “end of the underwriting period” will be the date of Closing
unless the Underwriter otherwise notifies the City in writing that it still owns some or all of the
Bonds.
Section 10. Expenses. (a) Whether or not the Underwriter accepts delivery of and pays
for the Bonds as set forth herein, it shall be under no obligation to pay, and the Authority shall pay,
or cause the City to pay, out of the proceeds of the Bonds or any other legally available funds of the
City or the Authority, all expenses incidental to the performance of the Authority’s obligations
hereunder, including but not limited to the cost of printing and delivering the Legal Documents to the
Underwriter; the costs of printing and shipping and electronic distribution of the Preliminary Official
Statement and the Official Statement in reasonable quantities; the fees and disbursements of the
Authority, the Trustee and its counsel, Bond Counsel, Authority Counsel, the City Attorney,
accountants, engineers, appraisers, economic consultants and any other experts or consultants
retained by the City or the Authority in connection with the issuance and sale of the Bonds; rating
agency fees; advertising expenses; and any other expenses not specifically enumerated in paragraph
(b) of this Section incurred in connection with the issuance and sale of the Bonds. The Authority
shall pay, or cause the City to pay out of the proceeds of the Bonds, for any expenses incurred by the
Underwriter on behalf of the City’s or the Authority’s employees and representatives which are
incidental to implementing this Purchase Agreement, including, but not limited to, meals,
transportation, and lodging of those employees and representatives.
(b) Whether or not the Bonds are delivered to the Underwriter as set for herein, the
Authority shall be under no obligation to pay, and the Underwriter shall be responsible for and pay
(which may be included as an expense component of the Underwriter’s discount), MSRB, CUSIP
Bureau and CDIAC fees and expenses to qualify the Bonds for sale under any “blue sky” laws; and
all other expenses incurred by the Underwriter in connection with its public offering and distribution
of the Bonds not specifically enumerated in paragraph (a) of this Section, including the cost of
preparing this Purchase Contract and other Underwriter documents, travel expenses and the fees and
disbursements of Underwriter’s Counsel.
Section 11. Notices. 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 Piper Jaffray &
Co., 50 California Street, Suite 3100, San Francisco, CA 94111, Attention: Ralph J. Holmes,
Page 150 of 174
101052158.2
Managing Director. Any notice or communication to be given the Authority under this Purchase
Agreement may be given by delivering the same in writing to the City at the address below,
Attention: Executive Director. Any notice or communication to be given the City under this Purchase
Agreement may be given by delivering the same in writing to the City of Ukiah, 300 Seminary
Avenue, Ukiah, CA 95482, Attention: City Manager. All notices or communications hereunder by
any party shall be given and served upon each other party.
Section 12. Parties in Interest. This Purchase Agreement is made solely for the benefit
of the Authority, the City and the Underwriter (including the successors or assigns thereof) and no
other person shall acquire or have any right hereunder or by virtue hereof. All representations,
warranties and agreements of the Authority and the City in this Purchase Agreement shall remain
operative and in full force and effect regardless of any investigation made by or on behalf of the
Underwriter and shall survive the delivery of and payment for the Bonds.
Section 13. Counterparts. This Purchase Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same instrument.
[Remainder of page intentionally left blank.]
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101052158.2
Section 14. Governing Law. This Purchase Agreement shall be governed by and
construed in accordance with the laws of the State.
PIPER JAFFRAY & CO.
By:
Ralph J. Holmes
Managing Director
Accepted:
UKIAH PUBLIC FINANCING AUTHORITY
By:
Executive Director
Time of Execution: ____:____
Accepted:
CITY OF UKIAH
By:
City Manager
Time of Execution: ____:____
Page 152 of 174
101052158.2 A-1
EXHIBIT A
MATURITY SCHEDULE
Tax-Exempt Bonds
Maturity Date
(October 1)
Principal
Amount
Interest
Rate
Yield
10% Test
Used
Hold-the-
Offering
Price Rule
Used
$__________ – _.___% Term Bonds due October 1, 20__ Yield: _.___%, Price: __.___%
Taxable Bonds
Maturity Date
(October 1)
Principal
Amount
Interest
Rate
Yield
$__________ – _.___% Term Bonds due October 1, 20__ Yield: _.___%, Price: __.___%
Page 153 of 174
101052158.2 A-1
EXHIBIT B
$_________
UKIAH PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2020A
(UKIAH COMMUNITY FACILITIES ACQUISITION
AND IMPROVEMENT PROJECT)
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Piper Jaffray & Co. (the “Underwriter”), hereby certifies as set
forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).
1. Sale of the [Bonds][10% Maturities]. As of the date of this Certificate, for each Maturity
of the [Bonds][10% Maturities], the first price at which a Substantial Amount of such Maturity of the
Bonds was sold to the Public is the respective price listed in Schedule A.
2. Initial Offering Price of the [Bonds][Undersold Maturities].
(a) The Underwriter offered the [Bonds][Undersold Maturities] to the Public for purchase at
the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the
Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this
Certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, the Underwriter has agreed in writing that,
for each Maturity of the [Bonds][Undersold 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 Offering Period for such Maturity, nor would it permit a related party to do so. Pursuant to
such agreement, the Underwriter has neither offered nor sold any Maturity of the [Bonds][Undersold
Maturities] at a price that is higher than the respective Initial Offering Price for that Maturity of the
Bonds during the Offering Period.
3. Defined Terms.
[(a) 10% Maturities means those Maturities of the Bonds shown in Schedule A hereto as the
“10% Maturities.”]
(b) Issuer means Ukiah Public Financing Authority.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate maturities.
[(d) Offering Period means, with respect to an Undersold 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
(_______________, 2020), or (ii) the date on which the Underwriter has sold a Substantial Amount of
such Undersold Maturity to the Public at a price that is no higher than the Initial Offering Price for such
Undersold Maturity.]
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101052158.2
(e) Public means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than a Regulatory Underwriter or a related party to a Regulatory
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.
(f) Regulatory Underwriter means (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the
initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial
sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the Bonds to the Public).
(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 ____________, 2020.
(h) Substantial Amount means ten percent.
[(i) Undersold Maturities means those Maturities of the Bonds shown in Schedule A hereto
as the “Undersold Maturities.”]
The undersigned understands that the foregoing information will be relied upon by the Issuer
with respect to certain of the representations set forth in the Tax and Nonarbitrage Certificate and with
respect to compliance with the federal income tax rules affecting the Bonds, and by The Weist Law
Firm in connection with rendering its opinion that the interest on the Bonds is excluded from gross
income for federal income tax purposes, the preparation of Internal Revenue Service Form 8038-G, and
other federal income tax advice it may give to the Issuer from time to time relating to the Bonds.
PIPER JAFFRAY & CO., as Underwriter
By: ___________________________________
Name: ________________________________
Dated: ___________, 2020
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101052158.2 C-1
EXHIBIT C
FORM OF DISCLOSURE COUNSEL OPINION
Page 156 of 174
C-1
$____________*
UKIAH PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2020A
(Community Facilities Improvement Project)
$____________*
UKIAH PUBLIC FINANCING AUTHORITY
TAXABLE LEASE REVENUE BONDS, SERIES 2020B
(CalPERS Prepayment Project)
FORM OF THE CONTINUING DISCLOSURE CERTIFICATE
Upon issuance of the Bonds, the City proposes to enter into a Continuing Disclosure Certificate in
substantially the following form:
This Continuing Disclosure Certificate (the “Disclosure Certificate”), dated as of October 1, 2020, is
executed and delivered by the City of Ukiah (the “City”) in connection with the issuance by the Ukiah Public
Financing Authority (the “Authority”) of its (i) Lease Revenue Bonds, Series 2020A (Community Facilities
Improvement Project) in the aggregate principal amount of $____________ (the “Tax-Exempt Bonds”), and
(ii) Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project) in the aggregate principal
amount of $____________ (the “Taxable Bonds,” and together with the Tax-Exempt Bonds, the “Bonds”), in
order to provide certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of
the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same
may be amended from time to time (the “Rule”). The Bonds are being issued pursuant to an Indenture, dated
as of October 1, 2020, by and between The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”) and the Authority (the “Indenture”).
The City and the Disclosure Dissemination Agent covenant and agree as follows:
SECTION 1. Definitions. In addition to the definitions set forth above and in the Indenture, which
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the
following capitalized terms shall have the following meanings:
“Annual Financial Information” means annual financial information as such term is used in paragraph
(b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Certificate.
“Annual Report” means an Annual Report described in and consistent with Section 3 of this Disclosure
Certificate.
“Annual Filing Date” means the date, set forth in Section 2(a) and Section 2(f), by which the Annual
Report is to be filed with the MSRB.
“Audited Financial Statements” means the financial statements (if any) of the City for the prior fiscal
year, certified by an independent auditor as prepared in accordance with generally accepted accounting
principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(b) of
this Disclosure Certificate.
“Authority” means the Ukiah Public Financing Authority, a joint powers authority and public body
duly organized and existing under the laws of the State of California.
“Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent
with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees,
Attachment 6
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2
depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax
purposes.
“Bonds” means, collectively, the Tax-Exempt Bonds and the Taxable Bonds.
“Certification” means a written certification of compliance signed by the Disclosure Representative
stating that the Annual Report, Audited Financial Statements, Notice Event notice, or Failure to File Event
notice delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements,
Notice Event notice, or Failure to File Event notice, required to be submitted to the MSRB under this Disclosure
Certificate. A Certification shall accompany each such document submitted to the Disclosure Dissemination
Agent by the City and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which
the document applies.
“City” means the City of Ukiah, California.
“Disclosure Representative” means the Finance Director of the City or his or her designee, or such
other person as the City shall designate in writing to the Disclosure Dissemination Agent from time to time as
the person responsible for providing Information to the Disclosure Dissemination Agent.
“Disclosure Dissemination Agent” means NHA Advisors, LLC, San Rafael, California, acting in its
capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent
designated in writing by the City.
“EMMA” or “Electronic Municipal Market Access” means the centralized on-line repository system
located at www.emma.msrb.org for documents filed with the MSRB pursuant to the Rule, such as official
statements and disclosure information relating to municipal bonds, notes and other securities as issued by state
and local governments.
“Failure to File Event” means the City’s failure to file an Annual Report on or before the Annual Filing
Date.
“Financial Obligation” means a debt obligation; derivative instrument entered into in connection with,
or pledged as security or a source of payment for, an existing or planned debt obligation; or a guarantee of a
debt obligation or derivative instrument entered into in connection with, or pledged as security or a source of
payment for, an existing or planned debt obligation. The term financial obligation excludes municipal securities
for which a final official statement has been provided to the MSRB consistent with the Rule.
“Force Majeure Event” means: (i) acts of God, war, or terrorist action; (ii) failure or shut-down of the
Electronic Municipal Market Access system maintained by the MSRB; or (iii) to the extent beyond the
Disclosure Dissemination Agent’s reasonable control, interruptions in telecommunications or utilities services,
failure, malfunction or error of any telecommunications, computer or other electrical, mechanical or
technological application, service or system, computer virus, interruptions in Internet service or telephone
service (including due to a virus, electrical delivery problem or similar occurrence) that affect Internet users
generally, or in the local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of
any government, regulatory or any other competent authority the effect of which is to prohibit the Disclosure
Dissemination Agent from performance of its obligations under this Disclosure Certificate.
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“Indenture” means the Indenture of Trust, dated as of October 1, 2020 (the “Indenture”), by and
between the City and the Trustee.
“Information” means, collectively, the Annual Reports, the Audited Financial Statements (if any), the
Notice Event notices, and the Failure to File Event notices.
“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.
“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 which may be designated by the Securities and Exchange
Commission as such for purposes of the Rule in the future.
“Notice Event” means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in
Section 4(a) of this Disclosure Certificate.
“Obligated Person” means any person, including the City, who is either generally or through an
enterprise, fund, or account of such person committed by contract or other arrangement to support payment of
all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit,
or other liquidity facilities). With respect to the Bonds, only the City constitutes the Obligated Person.
“Official Statement” means the final official statement executed by the City in connection with the
issuance of the Bonds.
“Participating Underwriter” means Piper Sandler & Co., the original underwriter of the Bonds
required to comply with the Rule in connection with the offering of the Bonds.
“Rule” means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as the same may be amended from time to time.
“State” means the State of California.
“Taxable Bonds” means the $____________ Ukiah Public Financing Authority, Taxable Lease
Revenue Bonds, Series 2020B (CalPERS Prepayment Project), issued pursuant to the Indenture.
“Tax-Exempt Bonds” means the $____________ Ukiah Public Financing Authority, Lease Revenue
Bonds, Series 2020A (Community Facilities Improvement Project), issued pursuant to the Indenture.
“Trustee” means The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture,
or any successor Trustee designated in writing by the City.
SECTION 2. Provision of Annual Reports and Other Disclosures.
(a) The City shall provide, annually, an electronic copy of the Annual Report and Certification to
the Disclosure Dissemination Agent not later than nine months after the end of the City’s Fiscal Year (currently
March 31 based on the City’s Fiscal Year end of June 30), commencing with the Annual Report for the Fiscal
Year ended June 30, 2020. Such date and each anniversary thereof is the Annual Filing Date. Promptly upon
receipt of an electronic copy of the Annual Report and the Certification, the Disclosure Dissemination Agent
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shall provide such Annual Report to the MSRB. The Annual Report may be submitted as a single document
or as separate documents comprising a package, and may cross-reference other information as provided in
Section 3 of this Disclosure Certificate.
(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination
Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent
shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind
the City of its undertaking to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the
Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy
of the Annual Report and the Certification no later than two (2) business days prior to the Annual Filing Date,
or (ii) instruct the Disclosure Dissemination Agent in writing that the City will not be able to file the Annual
Report within the time required under this Disclosure Certificate, state the date by which the Annual Report for
such year will be provided and instruct the Disclosure Dissemination Agent that a Failure to File Event has
occurred and to immediately send a notice to the MSRB in substantially the form attached as Exhibit A.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by
6:00 p.m. Eastern time on the Annual Filing Date (or, if such Annual Filing Date falls on a Saturday, Sunday
or holiday, then the first business day thereafter) for the Annual Report, a Failure to File Event shall have
occurred and the City irrevocably directs the Disclosure Dissemination Agent to immediately send a notice to
the MSRB in substantially the form attached as Exhibit A without reference to the anticipated filing date for
the Annual Report.
(d) If Audited Financial Statements of the City are prepared but not available prior to the Annual
Filing Date, the City shall, when the Audited Financial Statements are available, provide in a timely manner an
electronic copy to the Disclosure Dissemination Agent, accompanied by a Certification for filing with the
MSRB.
(e) The Disclosure Dissemination Agent shall:
(i) verify the filing specifications of the MSRB each year prior to the Annual Filing Date;
(ii) upon receipt, promptly file each Annual Report received under Sections 2(a) and 2(b)
with the MSRB;
(iii) upon receipt, promptly file each Audited Financial Statement received under Section
2(d) with the MSRB;
(iv) upon receipt, promptly file a notice of each Notice Event received under Sections 4(a)
and 4(b)(ii) with the MSRB, identifying the Notice Event as instructed by the City pursuant to Section
4(a) or 4(b)(ii) when filing pursuant to Section 4(c) of this Disclosure Certificate; and
(v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this Disclosure
Certificate, as applicable), promptly file a completed copy of Exhibit A to this Disclosure Certificate
with the MSRB, identifying the filing as “Failure to provide annual financial information as required”
when filing pursuant to Section 2(b)(ii) or Section 2(c) of this Disclosure Certificate.
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(f) The City may adjust the Annual Filing Date upon change of its fiscal year by providing written
notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent and the MSRB,
provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed
one year.
(g) Any Information received by the Disclosure Dissemination Agent before 6:00 p.m. Eastern
time on any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure
Certificate and that is accompanied by a Certification and all other information required by the terms of this
Disclosure Certificate will be filed by the Disclosure Dissemination Agent with the MSRB no later than 11:59
p.m. Eastern time on the same business day; provided, however, the Disclosure Dissemination Agent shall have
no liability for any delay in filing with the MSRB if such delay is caused by a Force Majeure Event provided
that the Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as possible.
SECTION 3. Content of Annual Reports.
(a) To the extent not included in the Audited Financial Statements provided pursuant to Section
3(b) below, each Annual Report shall contain Annual Financial Information consisting of updated information
comparable to the following information appearing in Official Statement:
1. An update of the information contained in Tables 3, 6, 10 and 11 of the Official
Statement.
2. A list of the City’s Top 10 Principal Property Taxpayers, including the current Fiscal
Year assessed valuation and percent of total assessed valuation.
3. The outstanding principal amount of the Bonds as of June 30 of the most recently
completed fiscal year.
(b) Audited Financial Statements prepared in accordance with generally accepted accounting
principles (“GAAP”) as described in the Official Statement will also be included in the Annual Report. If
audited financial statements are not available, then, unaudited financial statements, prepared in accordance with
GAAP as described in the Official Statement will be included in the Annual Report. Audited Financial
Statements (if any) will be provided pursuant to Section 2(d).
Any or all of the items listed above may be included by specific reference to other documents, including
official statements of debt issues with respect to which the City is an Obligated Person, which have been
previously filed with the Securities and Exchange Commission or available to the public on the MSRB Internet
website. If the document incorporated by reference is a final official statement, it must be available from the
MSRB. The City will clearly identify each such document so incorporated by reference.
Any Annual Financial Information containing modified operating data or financial information is
required to explain, in narrative form, the reasons for the modification and the impact of the change in the type
of operating data or financial information being provided.
SECTION 4. Reporting of Notice Events.
Attachment 6
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CONTINUING DISCLOSURE CERTIFICATE
6
(a) The occurrence of any of the following events with respect to the Bonds constitutes a Notice
Event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
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 Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material
notices or determinations with respect to the tax status of the Bonds, or other material events affecting
the tax status of the Bonds;
7. Modifications to rights of Bond holders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the Obligated Person (Note
to subsection (a)(12) of this Section 4: For the purposes of the event described in this subsection (a)(12)
of Section 4, the event is considered to occur when any of the following occur: the appointment of a
receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S.
Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or business of the Obligated
Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials
or officers in possession but subject to the supervision and orders of a court or governmental authority,
or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or business
of the Obligated Person);
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; and
14. Appointment of a successor or additional trustee or the change of name of a trustee, if
material.
Attachment 6
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7
15. Incurrence 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; and
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.
The City shall, in a timely manner not in excess of ten business days after its occurrence, notify the
Disclosure Dissemination Agent in writing of the occurrence of a Notice Event. Such notice shall instruct the
Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c) and shall be accompanied
by a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be
any of the categories set forth in Section 2(e)(iv) of this Disclosure Certificate), include the text of the
disclosure that the City desires to make, contain the written authorization of the City for the Disclosure
Dissemination Agent to disseminate such information, and identify the date the City desires for the Disclosure
Dissemination Agent to disseminate the information (provided that such date is not later than the tenth business
day after the occurrence of the Notice Event).
(b) The Disclosure Dissemination Agent is under no obligation to notify the City or the Disclosure
Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent
so notifies the Disclosure Representative, the Disclosure Representative will within two business days of receipt
of such notice (but in any event in a timely manner not later than the tenth business day after the occurrence
of the Notice Event, if the City determines that a Notice Event has occurred), instruct the Disclosure
Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event
has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of
this Section 4, together with a Certification. Such Certification shall identify the Notice Event that has occurred
(which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Certificate), include the text
of the disclosure that the City desires to make, contain the written authorization of the City for the Disclosure
Dissemination Agent to disseminate such information, and identify the date the City desires for the Disclosure
Dissemination Agent to disseminate the information (provided that such date is not later than the tenth business
day after the occurrence of the Notice Event).
(c) If the Disclosure Dissemination Agent has been instructed by the City as prescribed in
subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure
Dissemination Agent shall promptly file a notice of such occurrence with the MSRB in accordance with Section
2(e)(iv) hereof.
SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure Dissemination
Agent, including but not limited to Annual Reports, documents incorporated by reference to the Annual
Reports, Audited Financial Statements, Notice Event notices, and Failure to File Event notices, the City shall
indicate the full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided
information relates.
SECTION 6. Additional Disclosure Obligations. The City acknowledges and understands that
other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated
under the Securities Exchange Act of 1934, may apply to the City, and that the failure of the Disclosure
Dissemination Agent to so advise the City shall not constitute a breach by the Disclosure Dissemination Agent
Attachment 6
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CONTINUING DISCLOSURE CERTIFICATE
8
of any of its duties and responsibilities under this Disclosure Certificate. The City acknowledges and
understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the
mechanical tasks of disseminating information as described in this Disclosure Certificate.
SECTION 7. Voluntary Filings. Nothing in this Disclosure Certificate shall be deemed to prevent
the City from disseminating any other information through the Disclosure Dissemination Agent using the means
of dissemination set forth in this Disclosure Certificate or including any other information in any Annual
Report, Audited Financial Statements, Notice Event notice, or Failure to File Event notice, in addition to that
required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report,
Audited Financial Statements, Notice Event notice, or Failure to File Event notice in addition to that which is
specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure
Certificate to update such information or include it in any future Annual Report, Audited Financial Statements,
Notice Event notice, or Failure to File Event notice.
SECTION 8. Termination of Reporting Obligation. The obligations of the City and the Disclosure
Dissemination Agent under this Disclosure Certificate shall terminate with respect to the Bonds upon the legal
defeasance, prior redemption or payment in full of all of the Bonds, when the City is no longer an Obligated
Person with respect to such Bonds, or upon delivery by the Disclosure Representative to the Disclosure
Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing
disclosure is no longer required with respect to such Bonds.
SECTION 9. Disclosure Dissemination Agent. The City has appointed NHA Advisors, San Rafael,
California, as the initial Disclosure Dissemination Agent under this Disclosure Certificate. The City may, upon
thirty days written notice to the Disclosure Dissemination Agent, replace or appoint a successor Disclosure
Dissemination Agent. Upon termination of the Disclosure Dissemination Agent, whether by notice of the City
or the Disclosure Dissemination Agent, the City agrees to appoint a successor Disclosure Dissemination Agent
or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure
Certificate for the benefit of the Beneficial Owners of the Bonds. Notwithstanding any replacement or
appointment of a successor, the City shall remain liable, until payment in full, for any and all sums owed and
payable to the Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time
by providing thirty days’ prior written notice to the City.
SECTION 10. Remedies in Event of Default. In the event of a failure of the City or the Disclosure
Dissemination Agent to comply with any provision of this Disclosure Certificate, the Beneficial Owners’ rights
to enforce the provisions of this Disclosure Certificate shall be limited solely to a right, by action in mandamus
or for specific performance, to compel performance of the parties’ obligation under this Disclosure Certificate.
Any failure by a party to perform in accordance with this Disclosure Certificate shall not constitute a default
on the Bonds or under any other document relating to the Bonds, and all rights and remedies shall be limited to
those expressly stated herein.
SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent.
(a) Article VII of the Indenture is hereby made applicable to this Disclosure Certificate as if this
Disclosure Certificate were (solely for this purpose) contained in the Indenture. The Disclosure Dissemination
Agent shall be entitled to the protections and limitations from liability afforded to the Trustee thereunder. The
Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Agreement and the City agrees to indemnify and save the Disclosure Dissemination Agent, the Trustee, their
Attachment 6
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CONTINUING DISCLOSURE CERTIFICATE
9
officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur
arising out of the disclosure of information pursuant to this Disclosure Certificate or arising out of or in the
exercise or performance of its powers and duties hereunder, including the costs and expenses (including
attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Disclosure
Dissemination Agent’s negligence or willful misconduct. The Disclosure Dissemination Agent’s obligation to
deliver the information at the times and with the contents described herein shall be limited to the extent the City
has provided such information to the Disclosure Dissemination Agent as required by this Disclosure Certificate.
The Disclosure Dissemination Agent shall have no duty with respect to the content of any disclosures or notice
made pursuant to the terms hereof. The Disclosure Dissemination Agent shall have no duty or obligation to
review or verify any Information or any other information, disclosures or notices provided to it by the City and
shall not be deemed to be acting in any fiduciary capacity for the City, the Beneficial Owners of the Bonds or
any other party. The Disclosure Dissemination Agent shall have no responsibility for the City’s failure to report
to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The
Disclosure Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether
the City has complied with this Disclosure Certificate. The Disclosure Dissemination Agent may conclusively
rely upon certifications of the City at all times.
The obligations of the City under this Section shall survive resignation or removal of the Disclosure
Dissemination Agent and defeasance, redemption or payment of the Bonds.
(b) The Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either
in- house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt
as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any
liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable
fees and expenses of such counsel shall be payable by the City.
(c) All documents, reports, notices, statements, information and other materials provided to the
MSRB under this Disclosure Certificate shall be provided in an electronic format and accompanied by
identifying information as prescribed by the MSRB.
SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the City and the Disclosure Dissemination Agent may amend this Disclosure Certificate and any
provision of this Disclosure Certificate may be waived, if such amendment or waiver is supported by an opinion
of counsel expert in federal securities laws acceptable to both the City and the Disclosure Dissemination Agent
to the effect that such amendment or waiver does not materially impair the interests of Beneficial Owners of
the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment
or waiver had been effective on the date hereof but taking into account any subsequent change in or official
interpretation of the Rule; provided neither the City nor the Disclosure Dissemination Agent shall be obligated
to agree to any amendment modifying their respective duties or obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to
adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations
of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by
giving not less than 20 days prior written notice of the intent to do so together with a copy of the proposed
amendment to the City. No such amendment shall become effective until counsel expert in federal securities
laws determines in writing that such amendments are necessary to comply with modifications to and
Attachment 6
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10
interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission, or if
the City shall, within 10 days following the giving of such notice, send a notice to the Disclosure Dissemination
Agent in writing that it objects to such amendment.
SECTION 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City,
the Trustee of the Bonds, the Disclosure Dissemination Agent, the participating underwriters (as defined in the
Rule), and the Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person
or entity.
SECTION 14. Governing Law. This Disclosure Certificate shall be governed by the laws of the
State of California (other than with respect to conflicts of laws).
SECTION 15. Counterparts. This Disclosure Certificate may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same instrument.
The Disclosure Dissemination Agent and the City have caused this Disclosure Certificate to be
executed, on the date first written above, by their respective officers duly authorized.
CITY OF UKIAH,
As Obligated Person
By:
Finance Director
NHA ADVISORS,
As Disclosure Dissemination Agent
By:
Authorized Signatory
Attachment 6
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CONTINUING DISCLOSURE CERTIFICATE
A-1
EXHIBIT A
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Ukiah Public Financing Authority
Obligated Person: City of Ukiah
Name of Issue: $____________
Ukiah Public Financing Authority
Lease Revenue Bonds, Series 2020A
(Community Facilities Improvement Project)
And/or
$____________
Ukiah Public Financing Authority
Taxable Lease Revenue Bonds, Series 2020B
(CalPERS Prepayment Project)
Date of Issuance: October __, 2020
NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the
above-named Bonds as required by the Continuing Disclosure Certificate between the City and the Disclosure
Dissemination Agent named therein. The City has notified the Disclosure Dissemination Agent that it
anticipates that the Annual Report will be filed by __________.
Dated:____________
NHA ADVISORS,
as Disclosure Dissemination Agent
on behalf of the City
Attachment 6
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Page 1 of 2
Agenda Item No: 3.b.
MEETING DATE/TIME: 9/30/2020
ITEM NO: 2020-570
AGENDA SUMMARY REPORT
SUBJECT: Approval of a Change Order in the Amount of $77,175 to Pavement Coatings Company of
Sacramento for Additional Streets as Part of the 2020 Slurry Seal of Local Streets, Specification Number 20-
01, and Approval of a Budget Amendment in the Amount of $7,670 from Measure Y Funds.
DEPARTMENT: Public Works PREPARED BY: Jarod Thiele, Public Works Management Analyst
PRESENTER:
ATTACHMENTS:
1. Change Order
Summary: Council will consider approval of a Change Order in the amount of $77,175 to Pavement Coatings
Company of Sacramento for additional streets as part of the 2020 Slurry Seal of Local Streets, Specification
Number 20-01, and approval of a Budget Amendment in the amount of $7,670 from Measure Y Funds.
The Engineering Department is committed to a robust slurry seal program. The City Council has supported
this effort and it is the backbone of the measure Y funds that were approved by the voters.
Background: On August 19, 2020, Council awarded a contract to Pavement Coatings Company (PCC) of
Sacramento in the amount of $330,494 for the 2020 Slurry Seal of Local Streets Project, Specification 2020-
01.
Discussion: As part of the approved Capital Improvement Program budget adopted for Fiscal Year 2020-
2010, $400,000 was approved for this project.
Due to the final amount of the contract coming in significantly under the budgeted amount, staff identified
additional streets that are in the appropriate condition for a Slurry Seal application.
During the pre-construction meeting held on September 17, 2020 with PCC, staff requested pricing for the
additional quantity of work which includes approximately an additional 29,000 square yards of slurry
placements as well as pavement markings. PCC offered the same unit pricing for the additional work that was
in their original bid and contract.
The additional work includes the following Streets:
Maya Way, Mohawk Drive, Pomo Drive, Pomo Way, Washo Drive, Yaqui Drive, Peach Street, Gibson Street,
and Laurel Street.
Staff is requesting approval of Change Order 1 (Attachment 1) in the amount of $77,175 for the additional
work, and approval of a budget amendment in the amount of $7,670 from Measure Y Funds.
Recommended Action: Approval of a Change Order in the Amount of $77,175 to Pavement Coatings
Company of Sacramento for Additional Streets as Part of the 2020 Slurry Seal of Local Streets, Specification
Number 20-01, and Approval of a Budget Amendment in the Amount of $7,670 from Measure Y Funds.
BUDGET AMENDMENT REQUIRED: Yes
Page 168 of 174
Page 2 of 2
CURRENT BUDGET AMOUNT: 12024200.80230.18151- $400,000
PROPOSED BUDGET AMOUNT: 12024200.80230.18151- $7,670
FINANCING SOURCE: Measure Y Funds
PREVIOUS CONTRACT/PURCHASE ORDER NO.: Contract 2020-108
COORDINATED WITH: Tim Eriksen, Director of Public Works/City Engineer
Tim Eriksen, Public Works Director/City Engineer.
Page 169 of 174
CITY OF UKIAH
CONTRACT CHANGE ORDER
Contract for: Slurry Seal of Local Streets, Specification No. 20-01
Owner: City of Ukiah, 300 Seminary Avenue, Ukiah, California, 95482-5400
To: Pavement Coatings Co, 2150 Bell Ave, Suite 125, Sacramento, CA 95838
You are hereby directed to make the herein described changes from the contract plans and specifications or do the following
described work not included in the contract plans and specifications:
Change requested by: City Engineer.
The amount of the Contract will be
(decreased/increased/unchanged) by the estimated sum
of:
$77,175
The contract total including this and previous Change
Orders will be:
$407,669
The contract period provided for completion will be
(increased/decreased/unchanged):
This change order constitutes full and complete compensation for all labor equipment, materials, overhead, profit, any and all
indirect costs, and time adjustments required to perform the above described change.
Recommended By:
Daniel Flores, City of Ukiah Date
Approved By:
Jarod Thiele, City of Ukiah Date
Accepted:
Sally Benstead, Pavement Coatings Co. Date
This information will be issued as a record of any changes to the original construction contract.
ORDER NO. 1
DATE: September 24, 2020
Description of Changes - Itemized Breakdown
ESTIMATED
DECREASE To
Contract Amount
ESTIMATED
INCREASE To
Contract Amount
Additional Slurry Seal and street striping for addition of new specified streets $77,175
ESTIMATED NET CHANGE IN CONTRACT PRICE $77,175
Attachment 1
Page 170 of 174
Page 1 of 2
Agenda Item No: 4.a.
MEETING DATE/TIME: 9/30/2020
ITEM NO: 2020-560
AGENDA SUMMARY REPORT
SUBJECT: Approval of Contract in the Amount of $73,514 with Gonzalez Brush Busters for Vegetation
Management and Fire Mitigation Measures on Various City-Owned Properties and other properties in the City,
and Approval of Corresponding Budget Amendments.
DEPARTMENT: Public Works PREPARED BY: Jarod Thiele, Public Works Management Analyst
PRESENTER: Tim Eriksen, Director of Public Works/City
Engineer
ATTACHMENTS:
1. Proposal
Summary: Council will consider approval of a contract in the amount of $73,514 with Gonzalez Brush Busters
for vegetation management and fire mitigation measures on various city-owned properties, and approval of
corresponding budget amendments.
Background: The City owns and maintains various properties within the city limits as well as in the
unincorporated area of Mendocino county. These properties were purchased over the years for a variety of
purposes including providing city services to its residents including recreation activities, solid waste, water and
wastewater utilities. These areas, including public areas not owned by the City but affecting the City, have to
be maintained against fire danger and excessive growth on a continual basis. This is usually accomplished
with the use of the California Department of Corrections crews. This year they are not available as a result of
the pandemic. City staff has explored other options to mitigate this issue.
Discussion: These properties range from a few acres to over forty acres. Several of the properties are in
areas that are subject to fire hazard and have already experienced a fire such as the North Coast Railroad
Authority (NCRA) property adjacent to the Great Redwood Trail and property adjacent to the Wastewater
Treatment Plant.
Staff requested a proposal (Attachment #1) from Gonzalez Brush Busters of Upper Lake in order to utilize their
services to assist in the maintenance of the properties. They have extensive experience performing this work
in populated areas for other agencies and utility districts. Their services include hand crews as well as a herd
of goats to graze grass, brush and other unwanted plant species.
Staff requested a proposal (Attachment 1) to have these services utilized at the following city owned and
managed properties:
1) Great Redwood Trail- $6,727
2) Water Treatment Plant- $16,839
3) Ukiah Landfill- $34,300
4) Wastewater Treatment Plant and several adjoining properties- $15,649
If approved, the project would start on the Great Redwood Trail and move south to the Wastewater Treatment
Plant properties and ultimately end at the Ukiah Landfill. Costs incurred for the NCRA Right of Way (ROW) will
be reimbursed by NCRA.
Page 171 of 174
Page 2 of 2
Recommended Action: Approval of Contract in the Amount of $73,514 with Gonzalez Brush Busters
for Vegetation Management and Fire Mitigation Measures on Various City-Owned Properties and other
properties in the City, and Approval of Corresponding Budget Amendments.
BUDGET AMENDMENT REQUIRED: Yes
CURRENT BUDGET AMOUNT: Streets: 10024620.52100- $25,000; Water: 82027111.52100- $215,000;
Wastewater: 84027225.52100- $337,000; Landfill: 70024500.52100- $500,000
PROPOSED BUDGET AMOUNT: Streets: 10024620.52100- $6,727; Wastewater- 84027225.52100- $15,649;
Water: 82027111.52100- $16,839
FINANCING SOURCE: Streets, Water and Wastewater Funds
PREVIOUS CONTRACT/PURCHASE ORDER NO.:
COORDINATED WITH: Tim Eriksen, Director of Public Works/City Engineer; Sean White, Director of Water
Resources
Page 172 of 174
Attachment #1
Page 173 of 174
Page 174 of 174