According to the court’s ruling, as administrative expenses, post-petition taxes would have to be paid, but only if the debtor had sufficient assets not subject to other perfected security interests to do so. In certain circumstances, payment of such administrative expenses may also be allowed to be deferred. Once the property is transferred out of the bankruptcy estate (through foreclosure or otherwise) it would at that time again become subject to and would secure liens for then current and future ad valorem taxes.
Glasply was controlling precedent on bankruptcy courts in the State of California for several years subsequent to the date of the Ninth Circuit’s holding. Pursuant to state law, the lien date for general ad valorem property taxes levied in the State of California is the January 1 preceding the fiscal year for which the taxes are levied. Under the Glasply holding, a bankruptcy petition filing would have prevented the lien for general ad valorem property taxes levied in fiscal years subsequent to the filing of a bankruptcy petition from attaching and becoming a lien so long as the property was a part of the estate in bankruptcy. However, the Glasply holding was for the most part subsequently rendered inoperative with respect to the imposition of a lien for and the collection of ad valorem taxes by amendments to the federal Bankruptcy Code (Title 11 U.S.C.) which were part of the Bankruptcy Reform Act of 1994 (the “Bankruptcy Reform Act”) passed by Congress during 247
55 the later part of 1994. The Bankruptcy Reform Act added a provision to the automatic stay section of the Bankruptcy Code which, pursuant to Section 362(b)(18) thereof, excepts from the Bankruptcy Code’s automatic stay provisions, “the creation of a statutory lien for an ad valorem property tax imposed by . . . a political subdivision of a state, if such tax comes due after the filing of the petition” by a debtor in bankruptcy court. The effect of this provision is to continue the secured interest of ad valorem taxes on real property (i.e., post-petition taxes) in effect during the period following the filing of a bankruptcy petition, including during the period bankruptcy proceedings are pending.
Without further clarification by the courts or Congress, the original rationale of the Glasply holding could, however, still result in the treatment of post-petition special taxes as “administrative expenses,” rather than as tax liens secured by real property, at least during the pendency of bankruptcy proceedings. This treatment might result from the fact that, although the lien of special taxes is of record from the date of the filing of a Notice of Special Tax Lien, the actual special tax is levied annually. As noted above, special taxes have a different lien date than the lien date for general ad valorem taxes in the State of California noted above. The lien of a Mello-Roos special tax attaches upon recordation of the notice of the special tax lien, as provided for in Section 53328.3 of the Act, as opposed to the annual January 1 lien date for general ad valorem taxes. Thus, in deciding whether the original Glasply ruling is applicable to a bankruptcy proceeding involving special taxes rather than general ad valorem property taxes, a court might consider the differences in the statutory provisions for creation of the applicable tax lien (general ad valorem or special tax) in determining whether there is a basis for post petition special taxes to be entitled to a lien on the property during pending bankruptcy proceedings. If a court were to apply Glasply to eliminate the priority of the special tax lien as a secured claim against property with respect to post-petition levies of the Special Taxes made against property owners within Improvement Area A who file for bankruptcy, collections of the Special Taxes from such property owners could be reduced as the result of being treated as “administrative expenses” of the bankruptcy estate. Also, and most importantly, is the fact that the original holding in Glasply and the mitigation of that holding by the Bankruptcy Reform Act of 1994 both appear to be applicable only to general ad valorem taxes, and, therefore, the exemption from the automatic stay in Section 362(b)(18) discussed above may not be applicable to special taxes since they were not expressly mentioned or provided for in this section, nor defined to be included within the term “ad valorem taxes.”
Parity Taxes and Special Assessments; Private Debt
The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within Improvement Area A.
Property in Improvement Area A is currently subject to certain overlapping tax and assessment liens, as shown in the overlapping debt statement. Property in Improvement Area A is also subject to the special tax of two additional community facilities districts formed to fund services and known as the Harvest Community Facilities District No. 2. The property is not currently subject to any other special tax or assessment liens (other than the lien of the Special Tax). See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA A – Estimated Tax Burden on Single Family Home.”
In addition, other governmental obligations may be authorized and undertaken or issued in the future, the tax, assessment or charge for which may become an obligation of one or more of the parcels of taxable property and may be secured by a lien on a parity with the lien of the Special Tax securing the 2023 Bonds. The principal of and interest on the 2023 Bonds are payable from the 248
56 Special Tax authorized to be collected within Improvement Area A, and payment of the Special Tax is secured by a lien on certain real property within Improvement Area A. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in Improvement Area A. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure if unpaid. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within Improvement Area A. Although the Special Taxes will generally have priority over non-governmental liens on a parcel of taxable property, regardless of whether the non-governmental liens were in existence at the time of the levy of the Special Tax or not, this result may not apply in the case of bankruptcy. See “– Bankruptcy and Foreclosure Delays” above.
There can be no assurance that property owners within Improvement Area A will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities. In addition to liens for special taxes or assessments to finance public improvements of benefit to land within Improvement Area A, owners of property may obtain loans from banks or other private sources which loans may be secured by a lien on the parcels in Improvement Area A. Such loans would increase amounts owed by the owner of such parcel with respect to development of its property in Improvement Area A. However, the lien of such loans would be subordinate to the lien of the Special Taxes.
Tax Delinquencies
Under provisions of the Act, the Special Taxes will be billed to the properties within Improvement Area A on the regular property tax bills sent to owners of such properties. Such Special Tax installments are due and payable, and bear the same penalties and interest for nonpayment, as do regular property tax installments. Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax payments in the future.
The annual Special Tax will be billed and collected in two installments payable without penalty by December 10 and April 10. In the event such Special Taxes are not timely paid, moneys available to pay debt service on the 2023 Bonds becoming due on the subsequent respective March 1 and September 1 may be insufficient, except to the extent moneys are available in the Reserve Fund.
In the event of non-payment of Special Taxes, funds in the Reserve Fund, if available, may be used to pay principal of and interest on the 2023 Bonds. If funds in the Reserve Fund are depleted, the funds can be replenished from the proceeds of the levy and collection of the Special Tax that are in excess of the amount required to pay all amounts to be paid to the 2023 Bond holders pursuant to the Fiscal Agent Agreement. However, no replenishment from the proceeds of a Special Tax levy can occur as long as the proceeds that are collected from the levy of the Special Tax against property within Improvement Area A at the maximum Special Tax rates, together with other available funds, remains insufficient to pay all such amounts. Thus it is possible that the Reserve Fund will be depleted and not be replenished by the levy of the Special Tax. 249
57 See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure” for a discussion of the provisions which apply, and procedures which the City is obligated to follow, in the event of delinquency in the payment of Special Taxes. See also “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” for a discussion of a limitation imposed by the Act applicable to Special Tax increases on residential property.
No Acceleration Provisions
The 2023 Bonds do not contain a provision allowing for the acceleration of the 2023 Bonds in the event of a payment default or other default under the terms of the 2023 Bonds or the Fiscal Agent Agreement. Under the Fiscal Agent Agreement, a 2023 Bond holder is given the right for the equal benefit and protection of all 2023 Bond holders similarly situated to pursue certain remedies.
So long as the 2023 Bonds are in book-entry form, DTC will be the sole 2023 Bond holder and will be entitled to exercise all rights and remedies of 2023 Bond holders.
Ballot Initiatives
From time to time, initiative measures qualify for the State ballot pursuant to the State’s constitutional initiative process, and those measures could be adopted by California voters. The adoption of any such initiative might place limitations on the ability of the State, the City, the County or other local districts to increase revenues or to increase appropriations or on the ability of the landowners to complete the development of land in Improvement Area A. See “–Property Values and Property Development – Land Development” above. See also “–Voter Initiatives” below.
Voter Initiatives
Under the California Constitution, the power of initiative is reserved to the voters for the purpose of enacting statutes and constitutional amendments. Since 1978, the voters have exercised this power through the adoption of Proposition 13 and similar measures, including Proposition 218, which was approved in the general election held on November 5, 1996, and Proposition 26, which was approved on November 2, 2010.
Any such initiative may affect the collection of fees, taxes and other types of revenue by local agencies such as the City. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter-approved initiatives, possibly to the extent of creating cash-flow problems in the payment of outstanding obligations such as the 2023 Bonds.
Proposition 218—Voter Approval for Local Government Taxes—Limitation on Fees, Assessments, and Charges—Initiative Constitutional Amendment, added Articles XIIIC and XIIID to the California Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges.
On November 2, 2010, California voters approved Proposition 26, entitled the “Supermajority Vote to Pass New Taxes and Fees Act”. Section 1 of Proposition 26 declares that Proposition 26 is intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or expanded taxes as “fees.” Proposition 26 amended Articles XIIIA and XIIIC of the State Constitution. The amendments to Article XIIIA limit the ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a twothirds vote of the Legislature. Article XIIIC requires that all new local taxes be submitted to the 250
58 electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes (“special taxes”) require a two-thirds vote.
The Special Taxes and the issuance of special tax bonds of the City for Improvement Area A were each authorized by not less than a two-thirds vote of the landowners within Improvement Area A who constituted the qualified electors at the time of such voted authorization. The City believes, therefore, that issuance of the 2023 Bonds does not require the conduct of further proceedings under the Mello-Roos Act, Proposition 218 or Proposition 26.
Like their antecedents, Proposition 218 and Proposition 26 are likely to undergo both judicial and legislative scrutiny before the impact on the City and Improvement Area A can be determined.
Certain provisions of Proposition 218 and Proposition 26 may be examined by the courts for their constitutionality under both State and federal constitutional law, the outcome of which cannot be predicted.
Pandemic Diseases
In recent years, public health authorities have warned of threats posed by outbreaks of disease and other public health threats. Pandemic diseases arising in the future could have significant adverse health and financial impacts throughout the world, leading to loss of jobs and personal financial hardships, and/or actions by federal, State and local governmental authorities to contain or mitigate the effects of an outbreak.
Taxpayer assistance measures may include deferral of due dates of property taxes, which was an assistance program during the COVID-19 pandemic, and with or without a deferral some taxpayers may be unable to make their property and Special Tax payments. No assurance can be given that the property tax payment dates will not be deferred in the future, which may cause a delay in the receipt of Special Taxes. In addition, home values may be affected by a reduction in demand stemming from personal finances, or general widespread economic circumstances resulting from pandemic diseases.
Recent Case Law Related to the Mello-Roos Act
On August 1, 2014, the California Court of Appeal, Fourth Appellate District, issued its opinion in City of San Diego v. Melvin Shapiro, et al. (D063997). The case involved a Convention Center Facilities District (the “CCFD”) established by the City of San Diego. The CCFD is a financing district established under the City’s charter (the “Charter”) and was intended to function much like a community facilities district established under the Mello-Roos Act. The CCFD was comprised of all of the real property in the entire City. However, the CCFD special tax was to be levied only on properties in the CCFD that were improved with a hotel.
At the election to authorize the CCFD special tax, the CCFD proceedings limited the electorate to owners of hotel properties and lessees of real property owned by a governmental entity on which a hotel was located. Registered voters in the City of San Diego were not permitted to vote.
This definition of the qualified electors of the CCFD was based on Section 53326(c) of the MelloRoos Act, which generally provides that, if a special tax will not be apportioned in any tax year on residential property, the legislative body may provide that the vote shall be by the landowners of the proposed community facilities district whose property would be subject to the special tax.
The San Diego Court held that the CCFD special tax election did not comply with the City’s Charter and with applicable provisions of the California Constitution -- specifically Article XIIIA, 251
59 section 4 (“Cities, Counties and special districts, by a two-thirds vote of the qualified electors of such district, may impose special taxes on such district….”) and Article XIIIC, section 2(d) (“No local government may impose, extend, or increase any special tax unless and until that tax is submitted to the electorate and approved by a two-thirds vote.”) -- because the electors in the CCFD election should have been the registered voters residing within the CCFD (the boundaries of which were coterminous with the boundaries of the City of San Diego).
As to Improvement Area A, there were no registered voters within Improvement Area A at the time of the election to authorize the Special Taxes. Significantly, the San Diego Court expressly stated that it was not addressing the validity of a landowner election to impose special taxes on residential property pursuant to the Mello-Roos Act in situations where there are fewer than 12 registered voters. Therefore, by its terms, the San Diego Court’s holding does not apply to the special tax election in Improvement Area A.
Moreover, Sections 53341 and 53359 of the Act establish a limited period of time in which special taxes levied under the Mello-Roos Act may be challenged by a third party:
53341. Any action or proceeding to attack, review, set aside, void, or annul the levy of a special tax or an increase in a special tax pursuant to [the Mello-Roos Act] shall be commenced within 30 days after the special tax is approved by the voters…. 53359. An action to determine the validity of bonds issued pursuant to [the MelloRoos Act] or the validity of any special taxes levied pursuant to [the Mello-Roos Act] … shall …. be commenced within 30 days after the voters approve the issuance of the bonds or the special tax …
Section 53326(b) of the Mello-Roos Act defines the authorized voters for an election in which the special taxes will be levied on residential property: “Except as otherwise provided in subdivision (c), if at least 12 persons, who need not necessarily be the same 12 persons, have been registered to vote within the territory of the proposed community facilities district for each of the 90 days preceding the close of the protest hearing, the vote shall be by the registered voters of the proposed district, with each voter having one vote. Otherwise, the vote shall be by the landowners of the proposed district and each person who is the owner of land at the close of the protest hearing, or the authorized representative thereof, shall have one vote for each acre or portion of an acre of land that he or she owns within the proposed community facilities district not exempt from the special tax….”
Landowner voters approved the Special Taxes and the issuance of bonds for Improvement Area A in compliance with all applicable requirements of the Mello-Roos Act in 2016. Therefore, pursuant to Sections 53341 and 53359 of the Mello-Roos Act, the statute of limitations period to challenge the validity of the special tax has expired. Because the San Diego Court expressly stated that it did not consider the facts presented by Improvement Area A and because the period for challenging the Special Taxes has passed, the City believes the Special Taxes are valid and cannot be challenged.
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60 Cyber Security
The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City or Improvement Area A, or the administration of the 2023 Bonds. The City is also reliant on other entities and service providers in connection with the administration of the 2023 Bonds, including without limitation the County tax collector for the levy and collection of Special Taxes, the Fiscal Agent, and the dissemination agent. No assurance can be given that the City and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners.
Potential Early Redemption of Bonds from Prepayments
Property owners within Improvement Area A, including the Developer, the Merchant Builders and individual homeowners, are permitted to prepay their Special Tax obligation at any time. Such prepayments could also be made from the proceeds of bonds issued by or on behalf of an overlapping community facilities district. Such prepayments will result in a redemption of the Bonds on the interest payment date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of the prepayment. The resulting redemption of Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such Bonds.
CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS Article XIIIA of the California Constitution, commonly known as “Proposition 13,” provides that each county will levy the maximum ad valorem property tax permitted by Proposition 13 and will distribute the proceeds to local agencies in accordance with an allocation formula based in part on pre-Proposition 13 ad valorem property tax rates levied by local agencies.
Article XIIIA limits the maximum ad valorem tax on real property to 1% of “full cash value,” which is defined as 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. The full cash value may be adjusted annually to reflect increases of no more than 2% per year or decreases in the consumer price index or comparable local data, or declining property value 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 requires a vote of two-thirds of the qualified electorate to impose Special Taxes or any additional ad valorem, sales, or transaction taxes on real property. In addition, Article XIIIA requires the approval of two-thirds of all members of the State Legislature to change any State laws resulting in increased tax revenues. On June 3, 1986, California voters approved an amendment to Article XIIIA of the California Constitution to allow local governments and school districts to raise their property tax rates above the constitutionally mandated 1% ceiling for the purpose of paying off certain new general obligation debt issued for the acquisition or improvement of real property and approved by two-thirds of the votes cast by the qualified electorate.
If any such voter-approved debt is issued, it may be on a parity with the lien of the Special Tax on the parcels within Improvement Area A.
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61 State and local government agencies in the State, and the State itself are subject to annual appropriation limits, imposed by Article XIIIB of the State Constitution. Article XIIIB prohibits government agencies and the State from spending “appropriations subject to limitation” in excess of the appropriations limits imposed. “Appropriations subject to limitation” are authorizations to spend “proceeds of taxes,” which consist of tax revenues, certain state subventions and certain other funds, including proceeds from regulatory licenses, user charges or other fees to the extent that such proceeds exceed the cost reasonably borne by such entity in providing the regulation, product or service. No limit is imposed on appropriations of funds which are not “proceeds of taxes” such as debt service on indebtedness existing or authorized before January 1, 1979, or subsequently authorized by the voters, appropriations required to comply with mandates of courts or the federal government, reasonable user charges or fees and certain other non-tax funds.
CONTINUING DISCLOSURE
The City has covenanted for the benefit of owners of the 2023 Bonds to provide certain financial information and operating data relating to Improvement Area A by not later than April 1 after the end of the City’s fiscal year (presently June 30) in each year (the “City Annual Report”) commencing with its report for the 2022-23 fiscal year (due April 1, 2024) and to provide notices of the occurrence of certain enumerated events.
The covenants of the City will be made in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”). A default under the Continuing Disclosure Certificate will not, by itself, constitute an Event of Default under the Fiscal Agent Agreement, and the sole remedy in the event of any failure of the City to comply will be an action to compel specific performance.
The City and its related entity, the Santa Paula Utility Authority, have previously entered into continuing disclosure undertakings under the Rule. During the past five years, the City or the Santa Paula Utility Authority, as applicable, has failed to comply with its continuing disclosure obligations with respect to certain revenue bonds issued in 2010 and 2019, and certain wastewater bonds issued in 2010 and 2015, including as follows:
• The City's audited financial statements for Fiscal Year 2017-18 were filed approximately 2 weeks late and the required financial information and operating data for Fiscal Year 2017-18 was filed approximately 5 months late, and the City did not file any Failure to File Notice with respect to the late filings. • The City's audited financial statements for Fiscal Year 2018-19 were filed approximately five months late, and the required financial information and operating data for Fiscal Year 2018-19 was filed approximately 2 months late. • The City's audited financial statements for Fiscal Year 2019-20 were filed approximately six months late.
• Certain operating data for the Santa Paula Utility Authority was posted 165 days late.
The specific nature of the information to be contained in the report or the notices of listed events by the City is shown in “APPENDIX E — FORM OF CONTINUING DISCLOSURE UNDERTAKING.” To assist the City with complying with its continuing disclosure undertaking 254
62 related to the 2023 Bonds, the City anticipates engaging Willdan Financial Services to serve as dissemination agent. In addition, the City has undertaken measures to begin the preparation of its audited financial statements earlier than years past to ensure its completion by March 31 of the following fiscal year.
UNDERWRITING
The 2023 Bonds were purchased through negotiation by Stifel, Nicolaus & Company, Incorporated, as underwriter (the “Underwriter”). The Underwriter agreed to purchase the 2023 Bonds at a price of $_____________ (which is equal to the par amount of the 2023 Bonds, plus/less an original issue premium/discount of $_____________ and less the Underwriter’s discount of $_____________). The initial public offering prices set forth on the cover page hereof may be changed by the Underwriter. The Underwriter may offer and sell the 2023 Bonds to certain dealers and others at a price lower than the public offering prices set forth on the cover page hereof.
The Underwriter has entered into an agreement with its affiliate, Vining-Sparks IBG, LLC for the distribution of certain municipal securities offerings at the original issue price. Pursuant to that distribution agreement, Vining-Sparks may purchase Bonds from the Underwriter at the original issue price less a negotiated portion of the selling concession applicable to any Bonds that ViningSparks sells.
MUNICIPAL ADVISOR
The City has retained NHA Advisors, San Rafael, California, as registered municipal advisor (the “Municipal Advisor”) in connection with the issuance of the 2023 Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The fees of the Municipal Advisor are contingent upon the sale and delivery of the 2023 Bonds.
LEGAL OPINION
The validity of the 2023 Bonds and certain other legal matters are subject to the approving opinion of Jones Hall, a Professional Law Corporation, Bond Counsel. A complete copy of the proposed form of Bond Counsel opinion is contained in APPENDIX D to this Official Statement, and the final opinion will be made available to registered owners of the 2023 Bonds at the time of delivery.
The fees of Bond Counsel are contingent upon the sale and delivery of the 2023 Bonds.
TAX MATTERS
Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the 2023 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the 2023 Bonds may be subject to the corporate alternative minimum tax.
The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”) relating to the exclusion from gross income for federal income tax purposes of interest on obligations 255
63 such as the 2023 Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the 2023 Bonds.
Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a 2023 Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a 2023 Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes and State of California personal income taxes.
De minimis original issue discount and original issue premium are disregarded.
Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the 2023 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such 2023 Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such 2023 Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the 2023 Bonds who purchase the 2023 Bonds after the initial offering of a substantial amount of such maturity. Owners of such 2023 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2023 Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such 2023 Bonds under federal individual alternative minimum taxes.
Under the Tax Code, original issue premium is amortized on an annual basis over the term of the 2023 Bond (said term being the shorter of the 2023 Bond’s maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the 2023 Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a 2023 Bond is amortized each year over the term to maturity of the 2023 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized 2023 Bond premium is not deductible for federal income tax purposes. Owners of premium 2023 Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such 2023 Bonds.
California Tax Status. In the further opinion of Bond Counsel, interest on the 2023 Bonds is exempt from California personal income taxes.
Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the 2023 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the 2023 Bonds. 256
64 It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment.
The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the 2023 Bonds, or as to the consequences of owning or receiving interest on the 2023 Bonds, as of any future date. Prospective purchasers of the 2023 Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.
Owners of the 2023 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2023 Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the 2023 Bonds, the ownership, sale or disposition of the 2023 Bonds, or the amount, accrual or receipt of interest on the 2023 Bonds.
NO RATINGS
The City has not applied to a rating agency for the assignment of a rating to the 2023 Bonds and does not contemplate applying for a rating.
NO LITIGATION
At the time of delivery of and payment for the 2023 Bonds, the City Attorney will deliver his opinion that to the best of its knowledge there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or regulatory agency pending against the City affecting its existence or the titles of its officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of the 2023 Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the 2023 Bonds, or in any way contesting or affecting the validity or enforceability of the 2023 Bonds, the Fiscal Agent Agreement or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the City or its authority with respect to the 2023 Bonds or any action of the City contemplated by any of said documents. 257
65 EXECUTION
The execution and delivery of this Official Statement by the City has been duly authorized by the City Council, as the legislative body of the District.
CITY OF SANTA PAULA
By:
City Manager
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A-1
APPENDIX A
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
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B-1
APPENDIX B
THE APPRAISAL
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C-1
APPENDIX C
THE CITY OF SANTA PAULA AND VENTURA COUNTY
Improvement Area A of the District is located in the City of Santa Paula (the “City”), which is located in Ventura County (the “County”), California (the “State”). Certain financial and economic data for the City, County and State are presented in this appendix for information purposes only. The 2023 Bonds are not a debt or obligation of the City, County or State, but are a limited obligation of the City, secured solely by the Special Tax Revenues and other amounts pledged under the Fiscal Agent Agreement, all as described in more detail in this Official Statement.
General Description and Location
The City was incorporated in April 22, 1902. The City is the geographic center of the County, situated in the rich agricultural Santa Clara River Valley. The City is surrounded by rolling hills and the rugged mountain peaks of Santa Paula Peak, the Nordhoff Range and the Topa Topas. Orange, lemon and avocado groves abound in this area. In fact, the City is at times referred to as the “Citrus Capital of the World.” The City is also noted for avocado producing and processing in addition to serving as a distribution point for citrus products in the United States.
The City's increasingly diverse economy also includes metal fabrication and high technology manufacturing in support of defense and environmental industries.
The City is located approximately 65 miles northwest of Los Angeles and 10 miles east of Ventura, and is 14 miles from the coastline of the Pacific Ocean. The area within the City limits comprises approximately 5.4 square miles.
Municipal Government
The City operates under a Council/Manager form of government with a five-member City Council, City Clerk and City Treasurer elected at-large for four-year terms. City Council members, in separate session, also serve as the governing board of the Successor Agency to the Santa Paula Redevelopment Agency, the Santa Paula Utility Authority and Santa Paula Public Financing Authority.
The City is a full-service city providing services such as Police; General Administrative Services; Storm Drains and Streets; Planning and Zoning; Building and Safety; Water, Sewer and Reuse Services. Although the City maintains the wastewater lines, the treatment plant operation and maintenance services are provided under contract. Fire services are provided by the Ventura County Fire Protection District.
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Population
Population figures for the City, the County and the State for the last five years are shown in the following table.
CITY OF SANTA PAULA, VENTURA COUNTY AND THE STATE OF CALIFORNIA Population Estimates
Calendar Years 2019 through 2023 as of January 1
Calendar
Year
City of
Santa Paula
Ventura
County
State of
California
2019 30,547 844,259 39,605,361
2020 30,386 841,219 39,648,938
2021 30,934 839,628 39,286,510
2022 31,145 831,533 39,078,674
2023 31,423 825,653 38,940,231
Source: State Department of Finance estimates.
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Employment and Industry
The City is included in the Oxnard Thousand Oaks Ventura Statistical Area (“MSA”), which includes all of Oxnard Thousand Oaks Ventura County. The unemployment rate in the Ventura County was 4.6 percent in August 2023, up from a revised 4.2 percent in July 2023, and above the year-ago estimate of 3.7 percent. This compares with an unadjusted unemployment rate of
5.1 percent for California and 3.9 percent for the nation during the same period.
Set forth below is data from calendar years 2018 to 2022 reflecting the County’s civilian labor force, employment and unemployment. These figures are County-wide statistics and may not necessarily accurately reflect employment trends in the City.
OXNARD THOUSAND OAKS VENTURA MSA
(Ventura County)
Annual Average Labor Force and Employment by Industry
Calendar Years 2018 through 2022
(March 2022 Benchmark)
2018 2019 2020 2021 2022
Civilian Labor Force (1) 423,100 422,300 410,900 407,500 413,600 Employment 406,900 406,900 375,000 382,200 398,400
Unemployment 16,200 15,400 35,900 25,200 15,200
Unemployment Rate 3.8% 3.6% 8.7% 6.2% 3.7%
Wage and Salary Employment: (2)
Agriculture 24,300 24,700 25,000 23,500 25,200
Mining and Logging 900 900 900 900 1,000
Construction 16,800 17,100 16,800 17,100 17,700
Manufacturing 26,200 26,600 25,800 26,500 27,200
Wholesale Trade 12,500 12,500 12,000 12,300 12,500
Retail Trade 39,200 38,300 34,900 36,400 36,700
Transportation, Warehousing and Utilities 6,300 6,300 6,100 7,000 8,300 Information 5,400 5,200 4,000 3,900 4,000
Financial Activities 16,400 15,900 15,700 15,600 15,200 Professional and Business Services 42,900 44,400 42,600 43,600 44,400 Educational and Health Services 47,700 49,600 48,300 49,600 51,800 Leisure and Hospitality 37,800 38,500 30,200 32,800 37,100 Other Services 9,500 9,700 8,300 8,900 9,600
Federal Government 7,300 7,400 7,800 7,600 7,400
State Government 3,000 3,100 3,000 2,700 2,800
Local Government 36,600 36,600 34,000 34,100 35,900
Total All Industries (3) 332,800 336,800 315,300 322,600 336,700 (1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(3) Totals may not add due to rounding.
Source: State of California Employment Development Department. 263
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Largest Employers
The following table lists the major employers within the County, listed in alphabetical order without regard to the number of employees, as of September 2022.
VENTURA COUNTY
Major Employers
As of September 2022
Employer Name Location Industry
Adventist Health Simi Valley Simi Valley Hospitals
Amgen Inc Thousand Oaks Biological Specimens-Manufacturers Baxter Healthcare Westlake Village Physicians & Surgeons Equip & Supls-Mfrs City of Simi Valley Simi Valley City Hall
Community Memorial Health Syst Ventura Health Care Management County of Ventura Ventura Police Departments
Haas Automation Inc Oxnard Machinery-Manufacturers
Harbor Freight Tools Camarillo Tools-New & Used
J M Smucker Co Oxnard Food Products & Manufacturers
Kaiser Permanente Ventura 888 Ventura Medical Centers
Los Robles Regional Med Ctr Thousand Oaks Hospitals
Moorpark College Moorpark Junior-Community College-Tech Institutes Nancy Reagan Breast Ctr Simi Valley Diagnostic Imaging Centers National Guard Port Hueneme Government Offices-State
Naval Air Warfare Ctr Weapons Point Mugu Nawc Federal Government-National Security Ojai Valley Inn Ojai Hotels & Motels
Oxnard College Oxnard Junior-Community College-Tech Institutes Pentair Aquatic Systems Moorpark Swimming Pool Equipment & Supls-Retail Port Hueneme Div Naval Port Hueneme Cbc Military Bases
Procter & Gamble Paper Prods Oxnard Sanitary Paper Products (mfrs) RANCHO SIMI RECREATION PRK DST Simi Valley Swimming Pools-Public St John's Regional Medical Ctr Oxnard Hospitals
Thousand Oaks Civic Arts Plaza Thousand Oaks Theatres-Live Ventura County Office of Edu Camarillo Government Education Programs Administration Ventura County Sherriff's Ofc Ventura County Govt-Correctional Institutions Source: State of California Employment Development Department, extracted from The America’s Labor Market Information System (ALMIS) Employer Database, 2023 1st Edition with Employer information provided by Data Axel®.. 264
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Commercial Activity
Summaries of historic taxable sales within the City and the County during the past five years in which data is available are shown in the following tables. Annual figures are yet not available for calendar year 2023. Due to the COVID-19 pandemic, more recent information could be materially different from the historical numbers shown below.
Total taxable sales during the first quarter of calendar year 2023 in the City were $67,116,913, a 3.68% decrease in the total taxable sales of $69,681,481 reported during the first quarter of calendar year 2022.
CITY OF SANTA PAULA
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions (Dollars in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2018 219 183,569 548 255,344
2019 311 160,447 587 228,657
2020 320 157,548 611 224,778
2021 290 190,715 560 266,436
2022 307 223,485 576 307,692
Source: State Department of Tax and Fee Administration.
Total taxable sales during the first quarter of calendar year 2023 in the County were $4,473,669,244, a 3.57% increase in the total taxable sales of $4,319,480,018 reported during the first quarter of calendar year 2022.
VENTURA COUNTY
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions (Dollars in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2018 15,632 10,486,735 26,954 14,323,432
2019 15,822 10,696,199 27,755 14,800,284
2020 16,502 10,628,642 29,143 14,538,294
2021 14,810 12,591,767 26,596 17,330,637
2022 14,900 13,650,036 26,936 18,862,388
Source: State Department of Tax and Fee Administration. 265
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Effective Buying Income
“Effective Buying Income” is defined as personal income less personal tax and nontax payments, a number often referred to as “disposable” or “after-tax” income. Personal income is the aggregate of wages and salaries, other labor-related income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance).
Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as “disposable personal income.” The following table summarizes the total effective buying income for the City of Santa Paula, the County of Ventura, the State and the United States for the period 2019 through 2023.
CITY OF SANTA PAULA, COUNTY OF VENTURA,
STATE OF CALIFORNIA, AND THE UNITED STATES
Effective Buying Income
2019 through 2023
Year Area
Total Effective
Buying Income
(000’s Omitted)
Median
Household
Effective
Buying Income
2019 City of Santa Paula $533,224 $48,016
Ventura County 26,149,018 70,618
California 1,183,264,399 62,637
United States 9,017,967,563 52,841
2020 City of Santa Paula $558,393 $52,555
Ventura County 27,287,576 73,421
California 1,243,564,816 65,870
United States 9,487,165,436 55,303
2021 City of Santa Paula $551,938 $51,988
Ventura County 27,012,778 73,720
California 1,290,894,604 67,956
United States 9,809,944,764 56,790
2022 City of Santa Paula $641,559 $63,462
Ventura County 30,971,100 86,193
California 1,452,426,153 77,058
United States 11,208,582,541 64,448
2023 City of Santa Paula $673,965 $62,015
Ventura County 32,048,005 86,954
California 1,461,799,662 77,175
United States 11,454,846,397 65,326
Source: Claritas, LLC.
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Construction Activity
The following table shows a five year summary of the valuation of building permits issued in the City.
CITY OF SANTA PAULA
Total Building Permit Valuations
Calendar Years 2018 through 2022
(valuations in thousands)
2018 2019 2020 2021 2022
Permit Valuation
New Single-family $760.2 $56,133.3 $63,407.5 $40,900.3 $26,913.4 New Multi-family 0.0 0.0 0.0 0.0 14,353.2
Res. Alterations/Additions 1,411.7 431.1 470.1 814.4 2,008.9 Total Residential 2,171.9 56,564.4 63,877.6 41,714.7 43,275.5 New Commercial 1,473.1 4,952.2 3,511.7 1,842.8 222.7
New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 1,351.7 1,835.7 2,330.1 1,211.5 1,397.5
Com. Alterations/Additions 1,250.8 732.7 890.4 1,174.1 1,924.8 Total Nonresidential $4,075.6 $7,520.6 $6,732.2 $4,228.4 $3,545.0 New Dwelling Units
Single Family 3 145 178 122 95
Multiple Family 0 0 0 0 69
TOTAL 3 145 178 122 164
Source: Construction Industry Research Board, Building Permit Summary.
VENTURA COUNTY
Total Building Permit Valuations
Calendar Years 2018 through 2022
(valuations in thousands)
2018 2019 2020 2021 2022
Permit Valuation
New Single-family $392,515.2 $261,553.0 $144,880.3 $230,620.5 $187,533.2 New Multi-family 107,224.0 93,818.1 114,352.5 136,004.1 152,905.9 Res. Alterations/Additions 148,312.3 71,534.0 46,818.1 49,248.0 110,341.2 Total Residential 648,051.5 426,905.1 306,050.9 415,872.6 450,780.3 New Commercial 144,707.2 51,503.1 14,103.2 47,194.6 58,140.7 New Industrial 16,865.3 12,262.9 133,855.3 59,428.7 11,918.6 New Other 42,529.7 50,307.8 35,868.7 50,547.0. 35,788.7 Com. Alterations/Additions 153,876.7 91,837.7 69,973.6 53,252.3 125,081.1 Total Nonresidential $357,978.9 $205,911.5 $253,800.8 $210,422.6 $230,929.1 New Dwelling Units
Single Family 637 731 425 689 635
Multiple Family 612 697 545 856 1,770
TOTAL 1,249 1,428 970 1,545 2,405
Source: Construction Industry Research Board, Building Permit Summary. 267
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Transportation
The City is served by State Route 126, which links the City to U.S. Highway 101 and Interstate 5. There is an Amtrak bus station located in the City of Santa Paula providing service to an Amtrak train station in Oxnard, with rail connections to major cities in the United States.
Also available are Metrolink commuter trains, a regional rail system providing transportation and mobility throughout Ventura County. The City also has a private general aviation airport.
Community Services and Recreation
The City of Santa Paula includes ten parks, nine elementary schools, a middle school, high school, continuation high school, vocational training center, several private schools, a community college satellite campus with easy access to three nearby community colleges and three universities. The community has an active recreation program for seniors, adults and youth.
The Pacific Ocean is only minutes away as are the mountains and saltwater, stream or lake fishing, boating, swimming, biking, hiking and camping. In addition, the City is home to the California Oil Museum of Santa Paula, the Santa Paula Community Center, Santa Paula Senior Center and the Santa Paula Railroad Depot (community meeting room, gallery, visitor's bureau and Chamber of Commerce offices).
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APPENDIX D
FORM OF OPINION OF BOND COUNSEL
[Closing Date]
City Council
City of Santa Paula
970 E Ventura Street
Santa Paula, California 93060
OPINION: $__________ City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds Series 2023
Members of the City Council:
We have acted as bond counsel to the City of Santa Paula (the “City”) in connection with the issuance by the City of the $__________ City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds Series 2023 (the “Bonds”), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, constituting Section 53311, et seq. of the California Government Code (the “Act”) and a Fiscal Agent Agreement dated as of June 1, 2020 (the “Fiscal Agent Agreement”), as amended and supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of March 1, 2022 and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of November 1, 2023 by and between the City, on behalf of the City of Santa Paula Harvest Community Facilities District No. 1, and The Bank of New York Mellon Trust Company, N.A., as fiscal agent. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion.
As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Fiscal Agent Agreement, and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation.
Based upon the foregoing, we are of the opinion, under existing law, as follows:
1. The City is duly created and validly existing as a public body, corporate and politic, with the power to adopt the resolution authorizing the issuance of the Bonds, enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein, and to issue the Bonds.
2. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City, payable solely from the sources provided therefor in the Fiscal Agent Agreement.
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3. The Fiscal Agent Agreement has been duly entered into by the City and constitutes a valid and binding obligation of the City enforceable upon the City.
4. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement.
5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax.
The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds.
The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds.
6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California.
Interest on the Bonds may be subject to the corporate alternative minimum tax. We express no opinion regarding any other tax consequences arising with respect to the ownership, sale or disposition of, or the amount, accrual or receipt of interest on, the Bonds.
The rights of the owners of the Bonds and the enforceability of the Bonds are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity.
This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Moreover, our opinion is not a guarantee of a particular result, and are not binding on the Internal Revenue Service or any court; rather, our opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations and covenants referenced above. Our engagement with respect to this matter has terminated as of the date hereof.
Respectfully submitted,
A Professional Law Corporation
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APPENDIX E
FORM OF CONTINUING DISCLOSURE UNDERTAKING
CONTINUING DISCLOSURE CERTIFICATE
(City)
This CONTINUING DISCLOSURE CERTIFICATE (this “Disclosure Certificate”) dated as of November __, 2023, is executed and delivered by the City of Santa Paula (the “City”) in connection with the execution and delivery of its City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds Series 2023 (the “Bonds”). The Bonds are being executed and delivered pursuant to a Fiscal Agent Agreement dated as of June 1, 2020, as amended and supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of March 1, 2022 and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of November 1, 2023 (together, the “Fiscal Agent Agreement”), by and between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”).
The City covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2- 12(b)(5).
Section 2. Definitions. In addition to the definitions set forth above and in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined herein, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Annual Report Date” means the 1st of April after the end of the City’s fiscal year, commencing April 1, 2024.
“Dissemination Agent” means the City, or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. “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 that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the final official statement executed by the City in connection with the issuance of the Bonds.
“Participating Underwriter” shall mean any of the original underwriters of the Bonds. 271
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“Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time.
Section 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing April 1, 2024, with the report for the 2022-23 fiscal year, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(b). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder.
(b) If the City does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the City shall provide (or cause the Dissemination Agent to provide) in a timely manner to the MSRB, in an electronic format as prescribed by the MSRB, a notice in substantially the form attached as Exhibit A to this Disclosure Certificate. (c) With respect to each Annual Report, the Dissemination Agent shall:
(i) determine prior to each Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and
(ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.
Section 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following:
(a) The City’s audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.
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(b) The following information, unless otherwise specified, as of September 30 of the preceding year:
(i) Principal amount of all outstanding bonds issued for Improvement Area A. (ii) Balance in the Improvement Fund, until such time as the fund is closed. (iii) Balance in the Reserve Fund, statement of the Reserve Requirement as of the immediately preceding April 1 and statement of projected draws on the Reserve Fund. (iv) Update of Table 1, using assessed values instead of appraised values. (v) Update of Table 2, using assessed values instead of appraised values. (vi) Update of Table 3, using assessed values instead of appraised values, aggregating individual owners but identifying separately any property owner responsible for more than 5% of the Special Tax.
(vii) Update of Table 5, showing the Special Tax levy, the delinquency rate, total amount of delinquencies, number of parcels delinquent in payment for the five most recent fiscal years.
(viii) Notwithstanding the September 30 reporting date, the following information shall be reported as of February 1 immediately preceding the date of the Annual Report rather than as of September 30. Identity of each delinquent taxpayer responsible for 5 percent or more of total Special Tax levied, and the following information: assessor parcel number, assessed value of applicable properties, amount of Special Tax levied, amount delinquent by parcel number and status of foreclosure proceedings. If any foreclosure has been completed, summary of results of foreclosure sales or transfers. (c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the City shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.
(d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB’s Internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference.
Section 5. Reporting of Significant Events.
(a) The City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties. 273
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(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 security, or other material events affecting the tax status of the security.
(7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the securities, if material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the City or other obligated person.
(13) The consummation of a merger, consolidation, or acquisition involving the City or an obligated person, or the sale of all or substantially all of the assets of the City or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (14) Appointment of a successor or additional fiscal agent or the change of name of the fiscal agent, if material.
(15) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material (for the definition of “financial obligation,” see clause (e)). (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties (for the definition of “financial obligation,” see clause (e)).
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of a Listed Event described in subsection (a)(8) above need not be given under 274
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this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Fiscal Agent Agreement.
(c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with respect to certain notices, determinations or other events affecting the tax status of the Bonds.
The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above. The Dissemination Agent shall not be responsible for determining whether an event is material. (d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, 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 City. (e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.
Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB pursuant to this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.
Section 7. Termination of Reporting Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(b).
Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days’ written notice to the City.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
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(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.
If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.
If an amendment is made to this Disclosure Certificate modifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative.
A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Listed Event under Section 5(b).
Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
Section 11. Default. If the City fails to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Certificate in the 276
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event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.
Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Bond holders, or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. (b) The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder.
Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity.
Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Certificate as of the date first above written.
CITY OF SANTA PAULA, for and on behalf
of City of Santa Paula Harvest Community
Facilities District No. 1
By
City Manager
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EXHIBIT A
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Santa Paula
Name of Bond Issue: $__________ City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds Series 2023 Date of Issuance: ______________, 2023
NOTICE IS HEREBY GIVEN that the City of Santa Paula (the “City”) on behalf of City of Santa Paula Harvest Community Facilities District No. 1 has not provided an Annual Report with respect to the above-named Bonds as required by the Fiscal Agent Agreement dated as of June 1, 2020, as amended and supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of March 1, 2022 and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of November 1, 2023 (together, “Fiscal Agent Agreement”) by and between the City and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent. The City anticipates that the Annual Report will be filed by _____________.
Dated: _______________
City of Santa Paula, on behalf of City of
Santa Paula Harvest Community Facilities
District No. 1
By:
Name:
Title:
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APPENDIX F
SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT 279
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APPENDIX G
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 2023 Bonds, payment of principal, interest and other payments on the 2023 Bonds (herein, the “Securities”) to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Securities 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 Securities (the “Issuer”) nor the fiscal agent appointed with respect to the Securities (the “Agent”) takes 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 Securities, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Securities, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Securities, 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”) will act as securities depository for the securities (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.
2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 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 280
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company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. 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 shall 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 281
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rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from 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 Issuer 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. Issuer 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 section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.
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Stradling Yocca Carlson & Rauth
Draft dated October 20, 2023
4873-6100-4673/200356-0585
$____________
CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1
IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
BOND PURCHASE AGREEMENT
__________, 2023
City of Santa Paula
970 Ventura Street
Santa Paula, California 93060
Ladies and Gentlemen:
Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) offers to enter into this Bond Purchase Agreement (this “Purchase Contract”) with the City of Santa Paula (the “City”) which, upon your acceptance of this offer, will be binding upon the City and the Underwriter. Capitalized terms used and not otherwise defined in this Purchase Contract have the meanings given to them in Fiscal Agent Agreement described below. This offer is made subject to the acceptance by the City of this Purchase Contract on or before 11:59 p.m. on the date set forth above.
1. Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the respective representations, warranties and covenants herein, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the above-captioned bonds (the “Bonds”) at a purchase price (the “Purchase Price”) of $_________ (equal to the initial principal amount of the Bonds ($____________), plus net original issue premium of $________, less an Underwriter’s discount of $________).
The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm’s-length commercial transaction between the City and the Underwriter, (ii) in connection with such transaction and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as the agent or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering of the Bonds or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering contemplated by this Purchase Contract except the obligations expressly set forth in this Purchase Contract, and (iv) the City has consulted with its own legal, financial and other advisors to the extent it deemed appropriate in connection with the offering of the Bonds.
The Bonds are being issued by the City under the authority of the Mello-Roos Community Facilities Act of 1982, as amended (constituting Section 53311 et seq. of the California Government Code) (the “Act”), and Resolution No. ______ adopted on November 1, 2023 (the “Bond 283
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Resolution”) by the City Council (the “City Council”) of the City acting as the legislative body of the City of Santa Paula Harvest Community Facilities District No. 1 (the “District”).
The special taxes to be levied within Improvement Area A of the District that will provide a source of payment for the Bonds (the “Special Taxes”) are being levied pursuant to the following:
(i) Resolution No. 7013 of the City Council adopted November 21, 2016 (the “Resolution of Formation”), and
(ii) Ordinance No. 1266, adopted by the City Council on November 21, 2016 (the “Ordinance”).
The Bonds will be issued under a Fiscal Agent Agreement, dated as of June 1, 2020 (the “2020 Fiscal Agent Agreement”), as amended and supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of March 1, 2022 (the “Supplemental Agreement No. 1”) and by a Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of November 1, 2023 (the “Supplemental Agreement No. 2” and, together with the 2020 Fiscal Agent Agreement and the Supplemental Agreement No. 1, the “Fiscal Agent Agreement”), each between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”). The Bonds will be secured under the Fiscal Agent Agreement on a parity with the City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds, Series 2020 (the “2020 Bonds”) and the City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds, Series 2022 (the “2022 Bonds”).
The proceeds of the sale of the Bonds will be applied by the City in accordance with the Fiscal Agent to: (i) fund the acquisition and construction of certain public facilities benefitting the property within the City, (ii) fund the reserve fund for the Bonds, the 2020 Bonds and the 2022 Bonds to the Reserve Requirement, (iii) fund capitalized interest on a portion of the Bonds through September 1, 2024, and (iv) pay the costs of issuing the Bonds.
The Bonds will mature on the dates and in the principal amounts, bear interest at the rates, and be subject to redemption as set forth in Exhibit A hereto.
2. Public Offering and Establishment of Issue Price.
(a) The Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement (as defined in Section 3 hereof) and in Exhibit A hereto and subject Section 2(c) and 2(d) hereof, the Underwriter reserves the right to change such initial public offering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices set forth in the Official Statement. A “bona fide public offering” shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. (b) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing (defined below) an “issue price” or similar certificate, together with copies of supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit I, with such modifications as may be appropriate 284
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or necessary, in the reasonable judgment of Jones Hall, a Professional Law Corporation (“Bond Counsel”) to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the City under this section to establish the issue price of the Bonds may be taken on behalf of the City by the City’s municipal advisor, NHA Advisors, LLC (the “Municipal Advisor”) and any notice or report to be provided to the City may be provided to the City’s Municipal Advisor.
(c) The City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Satisfied” in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such thirdparty distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language 285
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obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-theoffering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdthe-offering-price rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party;
(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public); and (iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their 286
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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).
3. Official Statement, Continuing Disclosure Undertaking. The City agrees to deliver to the Underwriter as many copies of the Official Statement, dated the date hereof, relating to the Bonds (as supplemented and amended from time to time, the “Official Statement”) as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the “Rule”). The City agrees to deliver such Official Statement within seven business days after the execution hereof, or such earlier date identified by the Underwriter to be necessary to allow the Underwriter to meet its obligations under the Rule and Rule G-32 of the Municipal Securities Rulemaking Board (the “MSRB”). The Underwriter agrees to file the Official Statement with the MSRB on or as soon as practicable after the Closing Date. The Underwriter agrees to deliver a copy of the Official Statement to each of its customers purchasing Bonds no later than the settlement date of the transaction.
The City has authorized and approved the Preliminary Official Statement relating to the Bonds, dated ____________, 2023 (the “Preliminary Official Statement”), and the Official Statement, and consents to their distribution and use by the Underwriter in connection with the offer and sale of the Bonds. The City has deemed such Preliminary Official Statement final as of its date for purposes of the Rule, except for information allowed by the Rule to be omitted, and has executed a certificate to that effect in the form of Exhibit C hereto.
In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, the City will execute and deliver a Continuing Disclosure Certificate dated as of ____________, 2023 (the “City Continuing Disclosure Certificate”). The form of the City Continuing Disclosure Certificate is included in Appendix E to the Official Statement.
4. Representations and Warranties of the City. The City represents and warrants to the Underwriter that:
(a) The District is a community facilities district duly established and validly existing and Improvement Area A has been validly designated under the laws of the State of California (the “State”), including the Act.
(b) The City has the full legal right, power and authority upon satisfaction of the conditions in this Purchase Contract and the Fiscal Agent Agreement (i) to issue the Bonds for the purposes specified in Section 1 hereof, and (ii) to secure the Bonds in the manner contemplated in the Fiscal Agent Agreement.
(c) The City Council has the full legal right, power and authority to adopt the Bond Resolution, the Resolution of Formation and the Ordinance, and the City has the full legal right, power and authority (i) to issue the Bonds for the purposes specified in Section 1 hereof and to secure the Bonds in the manner contemplated in the Fiscal Agent Agreement; 287
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(ii) to enter into this Purchase Contract, the Fiscal Agent Agreement and the City Continuing Disclosure Certificate, (iii) to issue, sell and deliver the Bonds to the Underwriter as provided herein, and (iv) to carry out and consummate all other transactions on its part contemplated by each of the aforesaid documents (this Purchase Contract, the Fiscal Agent Agreement and the City Continuing Disclosure Certificate are collectively referred to herein as the “City Documents”), and the City and the City Council have complied with all provisions of applicable law, including the Act, in all matters relating to such transactions. (d) The City Council has duly authorized (i) the sale and issuance by the City of the Bonds and the execution, delivery and due performance by the City of its obligations under the City Documents, (ii) the distribution and use of the Preliminary Official Statement and execution, delivery and distribution of the Official Statement, and (iii) the taking of any and all such action as may be required on the part of the City to carry out, give effect to and consummate the transactions on its part contemplated by such instruments. To the best of its knowledge, all consents or approvals necessary to be obtained by the City in connection with the foregoing have been received, and the consents or approvals so received are still in full force and effect.
(e) The Bond Resolution, the Resolution of Formation and the Ordinance have been duly adopted by the City Council, and are in full force and effect; and the City Documents, when executed and delivered by the City and the other party or parties thereto, as applicable, will constitute legal, valid and binding obligations of the City, enforceable against the City in accordance with their terms, except to the extent the enforceability thereof may be limited by applicable bankruptcy, insolvency, debt adjustment, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally or as to the availability of any particular remedy. Further, the enforceability thereof is subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, to the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and to the limitations on legal remedies against governmental entities in California (including, but not limited to, rights of indemnification). (f) When delivered to the Underwriter, the Bonds will have been duly authorized by the City Council, as the legislative body of the District, and duly executed, issued and delivered by the City and will constitute legal, valid and binding obligations of the City enforceable against the City in accordance with their terms, except to the extent the enforceability thereof may be limited by applicable bankruptcy, insolvency, debt adjustment, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally or as to the availability of any particular remedy. Further, the enforceability thereof is subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, to the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and to the limitations on legal remedies against governmental entities in California (including, but not limited to, rights of indemnification).
(g) The information contained in the Preliminary Official Statement did not, as of its date, and does not, as of the date hereof, contain any untrue statement of a material fact and did not, as of its date, and does not, as of the date hereof, omit to state a material fact 288
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necessary to make the statements therein, not misleading (provided, however, that no representation or warranty is made with respect to the information contained in the Preliminary Official Statement under the captions “THE DISTRICT AND IMPROVEMENT AREA A—Improvement Area A Units Completed and Projected,” “—Completed Neighborhoods,” “—Development of Final 121 Lots,” “—Merchant Builders Financing Plan” and “OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA A”). (h) The information contained in the Official Statement does not, as of its date, and will not, as of the Closing Date, contain any untrue statement of a material fact and does not, as of its date, and will not, as of the Closing Date, omit to state a material fact necessary to make the statements therein, not misleading (provided, however, that no representation or warranty is made with respect to the information contained in the Preliminary Official Statement or the Official Statement under the captions “THE DISTRICT AND IMPROVEMENT AREA A—Improvement Area A Units Completed and Projected,” “— Completed Neighborhoods,” “—Development of Final 121 Lots,” “—Merchant Builders Financing Plan” and “OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA A”).
(i) Up to and including 25 days after the “end of the underwriting period” (as defined below), 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 agency prohibiting or otherwise materially affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. As used herein, the term “end of the underwriting period” means the later of such time as: (i) the Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the end of the underwriting period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be a written notice delivered to the City at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the “end of the underwriting period.”
(j) None of the adoption of the Bond Resolution, the Resolution of Formation and the Ordinance, the execution and delivery of the City Documents, the consummation of the transactions on the part of the City contemplated herein or therein and the compliance by the City with the provisions hereof or thereof will conflict in any material respect with, or constitute on the part of the City a material violation of, or a material breach of or default under, (i) any indenture, mortgage, commitment, note or other agreement or instrument to which the City is a party or by which it is bound, (ii) any provision of the State Constitution, or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which the City (or the members of the City Council or any of its officers in their respective capacities as such) is subject, that would have a material adverse effect on the ability of the City to perform its obligations under the City Documents.
(k) The City has never been in default at any time, as to principal of or interest on any obligation which it has issued, which default may have an adverse effect on the ability of the City to consummate the transactions on its part under the City Documents, except as 289
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specifically disclosed in the Official Statement; and other than the Fiscal Agent Agreement, the City has not entered into any contract or arrangement of any kind which might give rise to any lien or encumbrance on the Special Tax Revenues (as defined in the Official Statement) following issuance of the Bonds.
(l) Except as is specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending with respect to which the City has been served with process or known by the City to be threatened, which in any way questions the powers of the City Council or the City referred to in paragraphs (b) and (c) above, or the validity of any proceeding taken by the City Council in connection with the formation of the District and the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions on the part of the City contemplated by this Purchase Contract, or of any other District Document, or which, in any way, could adversely affect the validity or enforceability of the Bond Resolution, the Ordinance, the Fiscal Agent Agreement, the Bonds or this Purchase Contract or which in any way questions the exclusion from gross income of the recipients thereof of the interest on the Bonds for federal income tax purposes, in any other way questions the status of the Bonds under California tax laws or regulations, challenges the validity of the Special Taxes, or which seeks to restrain or prohibit further development within Improvement Area A of the District. (m) Any certificate signed by an official of the City authorized to execute such certificate and delivered to the Underwriter in connection with the transactions contemplated by the City Documents shall be deemed a representation and warranty by the City to the Underwriter as to the truth of the statements therein contained. (n) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon.
(o) The Bonds will be paid from Special Taxes received by the City and moneys held in certain funds and accounts established under the Fiscal Agent Agreement and pledged thereunder to the payment of the Bonds.
(p) The Special Taxes may lawfully be levied in accordance with the Rate and Method of Apportionment of Special Tax for Improvement Area A of the District (the “Rate and Method”) and the Ordinance, and, when levied, the Special Taxes so levied will be secured by a lien on the property on which they are levied. (q) The Fiscal Agent Agreement creates a valid pledge of and first lien upon the Special Taxes deposited thereunder, and the moneys in certain funds and accounts established pursuant to the Fiscal Agent Agreement, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein.
(r) Except as described in the Preliminary Official Statement and the Official Statement, the City has not failed in any material respect to comply with any undertaking of the City under the Rule in the previous five years.
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5. Blue Sky. The City covenants with the Underwriter that the City will cooperate with the Underwriter (at the cost and written direction of the Underwriter), in qualifying the Bonds for offer and sale under the securities or Blue Sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the City shall not be required to consent to suit or to service of process, or to qualify to do business, in any jurisdiction. The City consents to the use by the Underwriter of the City Documents, the Preliminary Official Statement and the Official Statement in the course of its compliance with the securities or Blue Sky laws of the various jurisdictions related to the offering and sale of the Bonds.
6. Delivery of the Bonds. At 9:00 a.m. on November 30, 2023 (the “Closing Date”) or at such other time or date as are mutually agreed upon by the City and the Underwriter, the City will deliver or cause to be delivered to the Underwriter the Bonds in definitive form duly executed and authenticated by the Fiscal Agent together with the other documents mentioned in Section 8 hereof; and the Underwriter will accept such delivery and pay the Purchase Price of the Bonds by making a wire transfer in federal funds payable to the order of the Fiscal Agent for the account of the City.
The activities relating to the final execution and delivery of the Bonds and the Fiscal Agent Agreement, the payment for the Bonds and the delivery of the certificates, opinions and other instruments as described in Section 8 of this Purchase Contract shall occur at the offices of Bond Counsel. The payment for the Bonds and simultaneous delivery of the Bonds to the Underwriter is herein referred to as the “Closing.”
The Bonds will be delivered as fully registered, book-entry only Bonds initially in denominations equal to the principal amount of each maturity thereof. The Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, and will be made available for checking by the Underwriter at such place as the Underwriter and the City shall agree not less than 24 hours prior to the Closing Date.
7. Cancellation by the Underwriter. The Underwriter shall have the right to cancel its obligations to purchase the Bonds if between the date hereof and the date of Closing:
(a) the House of Representatives or the Senate of the Congress of the United States, or a committee of either, has pending before it, or passes or recommends favorably, legislation introduced previous to the date hereof, or legislation is recommended for passage by the President of the United States, which, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the City or by any similar body under the Fiscal Agent Agreement or upon interest received on obligations of the general character of the Bonds, or of causing interest on obligations of the general character of the Bonds, or the Bonds, to be includable in gross income for purposes of federal income taxation, and such legislation, in the Underwriter’s opinion, materially adversely affects the market price of the Bonds; or
(b) a tentative decision with respect to legislation is reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation is favorably reported or re-reported by such a committee or is introduced, by amendment or otherwise, in or is passed by the House of Representatives or the Senate, or is recommended to the Congress of the United States for passage by the President of the United States, or is enacted, or a decision by a federal court of the United States or the United States 291
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Tax Court is rendered, or a ruling, release, order, circular, regulation or official statement by or on behalf of the United States Treasury Department, the Internal Revenue Service or other governmental agency is made or proposed to be made, having the purpose or effect, or any other action or event occurs which has the purpose or effect, directly or indirectly, of adversely affecting the federal income tax consequences of owning the Bonds, including causing interest on the Bonds to be included in gross income for purposes of federal income taxation, or imposing federal income taxation upon revenues or other income of the general character to be derived by the City under the Fiscal Agent Agreement or upon interest received on obligations of the general character of the Bonds, or the Bonds and also including adversely affecting the tax-exempt status of the City under the Code, which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of or market for the Bonds; or
(c) legislation is enacted, or actively considered for enactment with an effective date prior to the Closing Date, or a decision by a court of the United States is rendered, the effect of which is that the Bonds or the Fiscal Agent Agreement, as the case may be, are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (d) a stop order, ruling, regulation or official statement by the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter is issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Bonds or the execution and delivery of the Fiscal Agent Agreement as contemplated hereby or by the Official Statement, is or would be in violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (e) any event occurs or any information becomes known to the Underwriter that causes the Underwriter to reasonably believe that the Official Statement includes an untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or
(f) in the reasonable judgment of the Underwriter, the market price or marketability of the Bonds, or the ability of the Underwriters to enforce contracts for the sale of the Bonds is materially adversely affected by (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or
(g) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction, which in the reasonable judgment of the Underwriter materially, adversely affects the market price or 292
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marketability of the Bonds, or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or
(h) a general banking moratorium is declared by federal, New York or State authorities; or
(i) any investigation or proceeding is pending or threatened by the Securities and Exchange Commission against the City or the City; or
(j) additional material restrictions not in force as of the date hereof are imposed upon trading in securities generally by any governmental authority or by any national securities exchange which, in the reasonable judgment of the Underwriter materially, adversely affects the market price or marketability of the Bonds, or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (k) the New York Stock Exchange or other national securities exchange, or any governmental authority, imposes, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increases materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; or
(l) the occurrence of an event listed in subparagraphs (j) and (l) to Section 4 hereof; or
(m) an amendment to the federal or State constitution is enacted or action taken by any federal or State court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City, its property, income or securities (or interest thereon), the validity or enforceability of the Special Tax or the ability of the City to issue the Bonds and levy the Special Taxes as contemplated by the Fiscal Agent Agreement, the Rate and Method and the Official Statement.
8. Conditions to the Obligations of the Underwriter. The obligation of the Underwriter to purchase the Bonds shall be subject (a) to the performance by the City of its obligations to be performed by it hereunder at and prior to the Closing Date, (b) to the accuracy as of the date hereof and as of the Closing Date of the representations and warranties of the City herein, and (c) to the following conditions, including the delivery by the City of such documents as are enumerated herein in form and substance satisfactory to the Underwriter and the accuracy as of the Closing Date of the representations and warranties included therein:
(a) At the time of Closing, (i) this Purchase Contract, the City Continuing Disclosure Certificate and the Fiscal Agent Agreement shall be in full force and effect and such documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to by the Underwriter, and (ii) the City shall have duly adopted and there shall be in full force and effect such resolutions and ordinances (including, but not limited to, the Bond Resolution, the Resolution of Formation and the Ordinance) as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby.
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(b) Receipt of the Bonds, executed by the City and authenticated by the Fiscal Agent, at or prior to the Closing Date. The terms of the Bonds, when delivered, shall in all instances be as described in the Official Statement.
(c) At or prior to the Closing Date, the Underwriter shall receive the following documents in such number of counterparts as shall be mutually agreeable to the Underwriter and the City:
(i) A final approving opinion of Bond Counsel dated the date of Closing in the form attached to the Official Statement as Appendix D. (ii) A letter or letters of Bond Counsel addressed to the Underwriter and the Fiscal Agent, which includes a statement to the effect that Bond Counsel’s final approving opinion may be relied upon by the Underwriter and the Fiscal Agent to the same extent as if such opinion were addressed to the Underwriter and the Fiscal Agent, and a supplemental opinion of Bond Counsel addressed to the Underwriter to the effect that:
(A) the statements contained in the Official Statement on the cover page and under the captions “INTRODUCTION,” “THE BONDS” (other than information relating to DTC and its book-entry only system, as to which no opinion need be expressed), “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” and “TAX MATTERS,” and in
Appendices D and F thereto, are accurate insofar as such statements expressly summarize certain provisions of the Bonds, the Fiscal Agent Agreement and Bond Counsel’s opinion concerning certain federal tax matters relating to the Bonds;
(B) the City has duly and validly executed and delivered this Purchase Contract and the City Continuing Disclosure Certificate, and this Purchase Contract and the City Continuing Disclosure Certificate constitute the legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting enforcement of creditors’ rights in general and to the application of equitable principles if equitable remedies are sought;
(C) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.
(iii) A letter of Jones Hall, a Professional Law Corporation, as disclosure counsel to the City in connection with the Bonds (“Disclosure Counsel”), addressed to the City and the Underwriter, to the effect that based upon an examination which they have made, and without having undertaken to determine independently the accuracy or completeness of the statements contained in the Preliminary Official Statement or the Official Statement, they have no reason to believe that the Preliminary Official Statement as of its date and as of the date hereof, or the Official 294
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Statement as of its date and as of the Closing Date (excluding therefrom any CUSIP numbers, financial statements and other statistical and financial data, projections, estimates, assumptions and expressions of opinion, and information relating to The Depository Trust Company, New York, New York, and its book-entry system contained therein and incorporated therein by reference, and statements contained in Appendices B and G, as to which no view need be expressed) contained or contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(iv) The Official Statement executed on behalf of the City by a duly authorized officer of the City.
(v) Certified copies of all resolutions relating the formation of the District, change proceedings for the District undertaken under the Act, the Bond Resolution, the Resolution of Formation and the Ordinance. (vi) Evidence of recordation in the real property records of the County of Ventura of the Notice of Special Tax Lien (as such term is used in the Official Statement), and any amendments thereto, in the form required by the Act. (vii) A certificate, in form and substance as set forth in Exhibit B hereto, of the City, dated as of the Closing Date.
(viii) Evidence that Federal Form 8038-G has been executed by the City and will be filed with the Internal Revenue Service.
(ix) Executed copies of the Fiscal Agent Agreement and the City Continuing Disclosure Certificate.
(x) An arbitrage certificate in form satisfactory to Bond Counsel. (xi) An opinion, dated the Closing Date and addressed to the Underwriter and the Fiscal Agent, of the City Attorney of the City, as counsel to the City, to the effect that:
(A) the City is duly organized and validly existing under the laws of the State;
(B) the District is duly organized and existing pursuant to the Act and Improvement Area A has been duly designated in accordance with the Act;
(C) by all necessary official action, the City has duly approved the issuance of the Bonds, this Purchase Contract, the Fiscal Agent Agreement and the City Continuing Disclosure Certificate, and authorized the execution and delivery of, and the performance by the City of the obligations on its part contained therein. This Purchase Contract, the Fiscal Agent Agreement and the City Continuing Disclosure Certificate have been duly executed and delivered by the City;
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(D) All resolutions adopted by the City Council with respect to the formation of the District, the designation of Improvement Area A therein, change proceedings for the District undertaken under the Act and the issuance of the Bonds, including the Bond Resolution, the Resolution of Formation and the Ordinance, were each duly adopted at meetings of the City Council which were 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 resolutions and ordinance are in full force and effect and have not been modified, amended or rescinded;
(E) except as described in the Official Statement, to our best knowledge, there is no litigation, action, suit, proceeding or investigation at law or in equity before or by any court, governmental agency or body, pending and notice of which has been served on and received by the City or threatened against the City in writing, challenging the creation, organization or existence of the City, or the validity of the Bonds or the City Documents or contesting the authority of the City to enter into or perform its obligations under any of such documents, or which questions the right of the City to issue the Bonds, or the levy of Special Taxes, or the allocation and payment of the Special Taxes to the City and the other security for the Bonds provided by the Fiscal Agent Agreement; and
(F) to the best of such counsel’s knowledge, the authorization, execution and delivery of the Bonds and the City Documents by the City, the compliance with the provisions thereof by the City, and the performance by the City of its obligations thereunder, will not in any material respect conflict with, or constitute a breach or default under, any currently existing law, administrative regulation, court decree, resolution, ordinance or other agreement to which the City or the City is subject or by which the City or the City is bound.
(xii) In connection with printing and distribution of the Preliminary Official Statement, an executed certificate of the City in the form attached hereto as Exhibit C.
(xiii) A certificate in form and substance as set forth in Exhibit D hereto of the Fiscal Agent.
(xiv) An opinion of counsel to the Fiscal Agent in form and substance satisfactory to the Underwriter dated the Closing Date and addressed to the City and the Underwriter to the effect that the Fiscal Agent has duly authorized, executed and delivered the Supplemental Agreement No. 2 and that the Fiscal Agent Agreement is a valid and binding obligation of the Fiscal Agent enforceable in accordance with its terms.
(xv) A certificate of Integra Realty Resources, San Francisco, California (the “Appraiser”), in the form attached hereto as Exhibit E, along with a copy of its appraisal report in the form attached to the Official Statement as Appendix B (the “Appraisal Report”).
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(xvi) An executed Letter of Representations from the Limoneira Lewis Community Builders, a Delaware limited liability company (“Developer”), dated the date of the Preliminary Official Statement, in the form attached hereto as Exhibit F-1 with such changes as may be approved by the Underwriter. (xvii) An executed Letter of Representations from each of Lennar Homes of California, LLC, a California limited liability company (“Lennar”) and Richmond American Homes of Maryland, Inc., a Maryland corporation (“Richmond American”) dated the date of the Preliminary Official Statement, in the form attached hereto as Exhibit G-1 with such changes as may be approved by the Underwriter.
(xviii) A Closing Certificate of the Developer dated the Closing Date in the form attached as Exhibit F-2 hereto with such changes as may be approved by the Underwriter.
(xix) A Closing Certificate of each of Lennar and Richmond American dated the Closing Date in the form attached as Exhibit G-2 hereto with such changes as may be approved by the Underwriter.
(xx) A negative assurance letter of counsel to the Developer, addressed to the City and the Underwriter, to the effect that without having undertaken to determine independently the accuracy or completeness of the statements contained in the Preliminary Official Statement or the Official Statement and without passing upon or assuming responsibility for the accuracy, completeness or fairness of such statements, no information has come to the attention of such counsel(s) during the course of their representation of the Developer which causes them to believe that the statements contained in the Preliminary Official Statement, as of its date and as of the date hereof (except as updated in the Official Statement), or the Official Statement, as of its date and the Closing Date, under the captions entitled “THE HARVEST AT LIMONEIRA DEVELOPMENT” and “THE DISTRICT AND IMPROVEMENT AREA A (excluding the information under the caption “—Formation of the District,” “—Development of Final 121 Lots” (other than the first paragraph thereof) and “— Merchant Builders Financing Plan”), contains or contained any untrue statement of a material fact or omits or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need to be expressed as to any information which is attributable to a source other than the Developer contained in the Preliminary Official Statement or the Official Statement). (xxi) An opinion or opinions of counsel to Richmond American in the form attached hereto as Exhibit H-1, and counsel to Lennar in the form attached hereto as Exhibit H-2, in each case addressed to the City and the Underwriter with such changes as may be approved by the Underwriter.
(xxii) An opinion of Stradling, Yocca Carlson & Rauth, a Professional Corporation, as counsel to the Underwriter, in form and substance acceptable to the Underwriter.
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(xxiii) A certificate of Willdan Financial Services (the “Special Tax Consultant”) in the form attached as Exhibit I.
(xxiv) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request to evidence compliance by the City with legal requirements, the truth and accuracy, as of the time of Closing, of the respective representations of the City herein contained and the due performance or satisfaction by the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Purchase Contract, or if the obligations of the Underwriter to purchase and accept delivery of the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder; except that the respective obligations to pay expenses, as provided in Section 11 hereof shall continue in full force and effect.
9. Conditions to the Obligations of the City. The obligations of the City to issue and deliver the Bonds on the Closing Date shall be subject, at the option of the City, to the performance by the Underwriter of its obligations to be performed hereunder at or prior to the Closing Date, and to the delivery by Bond Counsel and Disclosure Counsel of the opinion and the letter, respectively, described in Sections 8(c)(i) and (iii) above.
10. Survival of Representations and Warranties. All representations, warranties and agreements of the City hereunder shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter, and shall survive the Closing.
11. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein:
(a) The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid (out of any legally available funds of the City) all expenses incident to the performance of the City’s obligations hereunder, including, but not limited to, the cost of printing, engraving and delivering the Bonds to the Underwriter, the cost of preparation, printing, distribution and delivery of the Fiscal Agent Agreement, the Preliminary Official Statement, the Official Statement and all other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter; and the fees and disbursements of the Special Tax Consultant, the Municipal Advisor, the Fiscal Agent, the Appraiser, Bond Counsel and Disclosure Counsel and any accountants, engineers or any other experts or consultants the City or the City has retained in connection with the Bonds; and
(b) The City shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission; the fees and expenses of its counsel, MSRB and the CUSIP Bureau; any reports run by the Underwriter for the purpose of determining compliance by the City with the Rule; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section), including any advertising expenses and transaction-related financing team meal expenses. 298
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12. Notices. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing at its address set forth above, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to the following: Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 35th Floor, San Francisco, California 94104, Attention: Sara Oberlies Brown.
13. Parties in Interest. This Purchase Contract is made solely for the benefit of the City and the Underwriter (including the successors or assigns of the Underwriter) and no other person, including any purchaser of the Bonds, shall acquire or have any right hereunder or by virtue hereof.
14. Governing Law. This Purchase Contract shall be governed by and construed in accordance with the laws of the State applicable to contracts made and performed in the State.
15. Effectiveness. This Purchase Contract shall become effective upon acceptance hereof by the City.
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16. Execution in Counterparts. This Purchase Contract 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.
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
By:
Managing Director
Accepted and agreed to as of
the date first above written:
CITY OF SANTA PAULA
By:
City Manager
Time of Execution:
300
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EXHIBIT A
$____________
CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1
IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
MATURITY SCHEDULE
Maturity Date
(September 1)
Principal
Amount
Interest
Rate Yield Price
10%
Test
Satisfied
10%
Test
Used
Hold
the
Offerin
g Price
Used
REDEMPTION PROVISIONS
Optional Redemption. The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any Interest Payment Date on and after September 1, 20__ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
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Redemption Dates Redemption Prices
Special Mandatory Redemption from Special Tax Prepayments. The Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Prices
Mandatory Sinking Fund Redemption. The Bonds maturing September 1, 20__ are subject to mandatory sinking payment redemption in part on September 1, 20__, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following table:
Term Bonds Maturing on September 1, 20__
Redemption Date
(September 1) Principal Amount
$
(maturity)
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EXHIBIT B
$____________
CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1
IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
CITY CLOSING CERTIFICATE
I, the undersigned, hereby certify that I am the City Manager of the City of Santa Paula, the City Council of which is the legislative body for the City of Santa Paula Harvest Community Facilities District No. 1 (the “District”), a community facilities district duly organized and existing under the laws of the State of California (the “State”) and that as such, I am authorized to execute this Certificate on behalf of the City in connection with the issuance of the above-referenced Special Tax Bonds, Series 2023 (the “Bonds”).
I hereby further certify on behalf of the City that:
(A) the representations and warranties made by the City in the Bond Purchase Agreement, dated as of __________, 2023 (the “Purchase Contract”) by and between the City and Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) are true and correct in all material respects on the date hereof, with the same effect as if made on the date hereof; (B) no event has occurred since the date of the Official Statement that, as of the date hereof, would cause any statement or information contained in the Official Statement to be incorrect or incomplete in any material respect or would cause the information in the Official Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make such statements therein, in the light of the circumstances under which they were made, not misleading, provided, however, that no certification is made with respect to the information contained in the Official Statement under the captions “THE DISTRICT AND IMPROVEMENT AREA A—Improvement Area A Units Completed and Projected,” “—Completed Neighborhoods,” “—Development of Final 121 Lots,” “—Merchant Builders Financing Plan” and “OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA A”);
(C) as of the date hereof, the Fiscal Agent Agreement and the City Continuing Disclosure Certificate are in full force and effect in accordance with their terms and have not been amended, modified or supplemented except in such case as may have been agreed to by the Underwriter; and
(D) the City has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the City Documents prior to issuance of the Bonds.
Capitalized terms used in this Certificate and not defined herein have the meanings set forth in the Purchase Contract.
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IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date set forth below.
Dated: ____________, 2023
CITY OF SANTA PAULA
By:
City Manager
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EXHIBIT C
$15,920,000
CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1
IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
RULE 15C2-12 CERTIFICATE
The undersigned hereby certifies and represents that he is the duly appointed and acting City Manager of the City of Santa Paula, California (the “City”) and, as such, is duly authorized to execute and deliver this Certificate on behalf the City in connection with the issuance of the Santa Paula Harvest Community Facilities District No. 1 (Improvement Area A) Special Tax Bonds, Series 2023 (the “Bonds”) and further hereby certifies as follows:
(1) This Certificate is delivered in connection with the offering and sale of the Bonds in order to enable the underwriter of the Bonds to comply with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the “Rule”). (2) In connection with the offering and sale of the Bonds, there has been prepared a Preliminary Official Statement dated ____________, 2023 setting forth information concerning the Bonds and the City (the “Preliminary Official Statement”). (3) As used herein, “Permitted Omissions” means the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all with respect to the Bonds. (4) The Preliminary Official Statement is, except for the Permitted Omissions, deemed final within the meaning of the Rule.
IN WITNESS WHEREOF, I have executed this Rule 15c2-12 Certificate as of ___________, 2023.
CITY OF SANTA PAULA
By:
City Manager
Preliminary, subject to change.
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EXHIBIT D
$____________
CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1
IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
CERTIFICATE OF FISCAL AGENT
The undersigned hereby states and certifies that the undersigned is an authorized officer of The Bank of New York Mellon Trust Company, N.A. (“BNYM”), which is acting as Fiscal Agent under that certain Fiscal Agent Agreement, dated as of June 1, 2020 (the “2020 Fiscal Agent Agreement”), as amended and supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of March 1, 2022 (the “Supplemental Agreement No. 1”) and by a Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of November 1, 2023 (the “Supplemental Agreement No. 2” and, together with the 2020 Fiscal Agent Agreement and the Supplemental Agreement No. 1, the “Fiscal Agent Agreement”), each by and between the City of Santa Paula (the “City”) and BNYM relating to the above-captioned bonds (the “Bonds”) and as such, is familiar with the following facts and is authorized and qualified to certify the following facts on behalf of BNYM:
(1) BNYM is duly organized and existing as a national banking association under the laws of the United States of America, having the full power and authority to enter into and perform its duties under the Fiscal Agent Agreement. (2) The Supplemental Agreement No. 2 has been duly authorized, executed and delivered by BNYM, and the Fiscal Agent Agreement is a legal, valid and binding agreement of BNYM enforceable upon BNYM in accordance with its terms. (3) The Bonds have been authenticated by a duly authorized representative of BNYM in accordance with the Fiscal Agent Agreement.
(4) To the knowledge of the undersigned, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental agency, public board or body pending against BNYM or threatened against BNYM which in the reasonable judgment of the undersigned would affect the existence of BNYM or in any way contesting or affecting the validity or enforceability of the Fiscal Agent Agreement or contesting the powers of BNYM or its authority to enter into and perform its obligations under the Fiscal Agent Agreement.
(5) To the knowledge of the undersigned, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over BNYM that has not been obtained is or will be required for the authentication of the Bonds, or the consummation by BNYM of the other transactions contemplated to be performed by BNYM in connection with the authentication of the Bonds and the acceptance and performance of the 306
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obligations created by the Fiscal Agent Agreement. BNYM is not certifying as to the compliance with any federal or state securities laws.
(6) To the knowledge of the undersigned, the execution and delivery by BNYM of Supplemental Agreement No. 2 and compliance with the terms of the Fiscal Agent Agreement will not, in any material respect, conflict with, or result in a violation or breach of, or constitute a default under, any material agreement or material instrument to which BNYM is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over BNYM or any of its activities or properties, or (except with respect to the lien of the Fiscal Agent Agreement) result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of BNYM.
Dated: ____________, 2023 THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By
Authorized Officer
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EXHIBIT E
$____________
CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1
IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
CERTIFICATE OF APPRAISER
The undersigned, on behalf of Integra Realty Resources (the “Appraiser”), has prepared an “Appraisal Report” with a date of value of September 10, 2023 (the “Appraisal Report”) regarding the value of parcels of real property and related improvements (the “Appraised Property”) within Improvement Area A (the “Improvement Area”) of City of Santa Paula Harvest Community Facilities District No. 1 (the “District”) that are subject to the levy of special taxes in the City, and certifies that:
1. The assumptions made in the Appraisal Report are reasonable. The Appraisal Report fairly and accurately described, as of September 10, 2023, the market values of the Appraised Property.
2. The Appraiser is not aware of any event or act that occurred since September 10, 2023 which, in its opinion, would materially and adversely affect the conclusions as to the market value of the Appraised Property.
3. The Appraiser consents to the reproduction of the Appraisal Report as Appendix B to the Preliminary Official Statement dated ____________, 2023 (the “Preliminary Official Statement”), and the Official Statement dated __________, 2023 (the “Official Statement”), each with respect to the above-referenced bonds, and to the references to the Appraiser and the Appraisal Report made in the Preliminary Official Statement and the Official Statement.
4. The Appraiser has reviewed the Preliminary Official Statement and the Official Statement, and the statements concerning the Appraisal Report and the value of the Appraised Property contained in the Preliminary Official Statement and the Official Statement are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
5. A true and correct copy of the Appraisal Report is attached as Appendix B to the Preliminary Official Statement and as Appendix B to the Official Statement.
6. The Appraisal Report complies with the Appraisal Standards for Land-Secured Financings issued by the California Debt and Investment Advisory Commission and dated July 2004.
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Dated: ____________, 2023 INTEGRA REALTY RESOURCES
By:
Its:
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EXHIBIT F-1
CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1
IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
LETTER OF REPRESENTATIONS OF LIMONEIRA LEWIS COMMUNITY BUILDERS Dated: ____________, 2023
Reference is made to the above-captioned bonds (the “Bonds”), and to the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between the City of Santa Paula (the “City”) and Stifel Nicolaus & Company, Incorporated (the “Underwriter”) with respect to the Bonds. This Letter of Representations of Limoneira Lewis Community Builders, LLC, a Delaware limited liability company (the “Developer”) is delivered pursuant to and in satisfaction of Section 8(c)(xvi) of the Bond Purchase Agreement. The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Developer, and, on behalf of the Developer, certifies as follows:
1. The Developer is duly organized and validly existing under the laws of the State of Delaware and has all requisite right, power and authority to execute and deliver this Letter of Representations of Limoneira Lewis Community Builders (the “Letter of Representations”).
2. As set forth in the Preliminary Official Statement, the Developer is the master developer of the property within Improvement Area A (the “Improvement Area”) of City of Santa Paula Harvest Community Facilities District No. 1 (the “District”) and has sold property within the Improvement Area to various merchant builders.
3. As of the date thereof, to the Actual Knowledge of the Undersigned1 , the information
contained in the Preliminary Official Statement set forth under the captions “THE HARVEST AT LIMONEIRA DEVELOPMENT” and THE DISTRICT AND IMPROVEMENT AREA A (excluding the information under the caption “—Formation of the District,” “—Development of Final 121 Lots (other than the first paragraph thereof),” and “—– Merchant Builders Financing Plan”) (excluding therefrom, in each case, information which is identified as having been provided by a source other than the Developer), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
1 As used in this Letter of Representations, the phrase “Actual Knowledge of the Undersigned” shall mean the actual (as opposed to constructive) knowledge of the undersigned as of the date hereof obtained from interviews with such current officers and current employees of the Developer and its Affiliates, as the undersigned has determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth herein. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Developer’s current business and operations.
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4. Solely as to the limited information described in the sections of the Preliminary Official Statement indicated in Paragraph 3 above (and subject to the limitations and exclusions set forth in Paragraph 3) , the Developer agrees to indemnify and hold harmless, to the extent permitted by law, the City, and their officials and employees, and each Person, if any (each, an “Indemnified Party” and together, the “Indemnified Parties”), who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended, against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity and shall reimburse any such indemnified party for any actual reasonable legal or other expense reasonably incurred by it in connection with investigating any such claim against it and defending any such action, insofar as and solely to the extent such losses, claims, damages, liabilities or actions arise from any untrue statement by the Developer of a material fact contained in the above referenced information in the Preliminary Official Statement, as of its date, or the omission by the Developer to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Developer contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Developer may otherwise have to any Indemnified Party, provided that in no event shall the Developer be obligated for double indemnification, or for the negligence or willful misconduct of an Indemnified Party.
If any suit, action, proceeding (including any governmental or regulatory investigation), claim, or demand shall be brought or asserted against any Indemnified Party in respect of which indemnification is owed pursuant to the above paragraph, such Indemnified Party shall promptly notify the Developer in writing; provided that the failure to notify the Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure; and provided, further, that the failure to notify the Developer shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any such proceeding shall be brought or asserted against an Indemnified Party and it shall have notified the Developer thereof, the Developer shall retain counsel reasonably satisfactory to the Indemnified Party and reasonably approved thereby (who shall not, without the consent of the Indemnified Party, be counsel to the Developer) to represent the Indemnified Party in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Developer such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Developer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Developer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Developer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Developer agrees to indemnify each Indemnified 311
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Party from and against any loss or liability by reason of such settlement or judgment to the extent set forth in the first paragraph of this Section 4. The Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party and to the extent indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and as to which the Developer has an obligation to indemnify such Indemnified Party, and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.
5. If, between the date hereof and the Closing Date any event relating to or affecting the Developer and the status of the construction of infrastructure serving the Improvement Area, shall occur of which the undersigned has Actual Knowledge and which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 3 hereof (subject to the limitations and exclusions set forth in Paragraph 3), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Developer shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.
6. On behalf of the Developer, the undersigned has reviewed the contents of this Letter of Representations and has had the opportunity to discuss with counsel to the Developer the meaning of its contents.
The undersigned has executed this Letter of Representations solely in his or her capacity as an authorized representative of the Developer and he or she will have no personal liability arising from or relating to this Letter of Representations. Any liability arising from or relating to this Letter of Representations may only be asserted against the Developer.
Unless otherwise indicated, capitalized terms used herein and not defined have the meaning given to them in the Bond Purchase Agreement.
LIMONEIRA LEWIS COMMUNITY BUILDERS,
LLC, a Delaware limited liability company
By:
Name:
Title: Authorized Agent
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EXHIBIT F-2
CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1
IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
CLOSING CERTIFICATE OF LIMONEIRA LEWIS COMMUNITY BUILDERS ____________, 2023
Reference is made to City of Santa Paula Harvest Community Facilities District No. 1 (Improvement Area A) Special Tax Bonds, Series 2023 (the “Bonds”) and to the Bond Purchase Agreement, dated __________, 2023 (the “Bond Purchase Agreement”), entered into in connection therewith. This Closing Certificate of Limoneira Lewis Community Builders (the “Closing Certificate”) is delivered by Limoneira Lewis Community Builders, LLC, a Delaware limited liability company (the “Developer”), pursuant to the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Letter of Representations of Limoneira Lewis Community Builders, dated ____________, 2023 (the “Letter of Representations”) or the Bond Purchase Agreement.
The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Developer, and the undersigned, on behalf of the Developer, further certifies as follows:
1. The Developer has received the final Official Statement relating to the Bonds. Each statement, representation and warranty made in the Letter of Representations is true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the final Official Statement.
2. To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement affecting the statements and information described in Paragraph 3 of the Letter of Representations which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make such statements and information contained in the Official Statement not misleading in any material respect.
3. For the period through 25 days after the “end of the underwriting period” as defined in the Bond Purchase Agreement to mean the Closing Date, if any event relating to or affecting the Developer or the status of the construction of the infrastructure serving the Improvement Area shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Developer shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which 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 313
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order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading.
4. The undersigned has executed this Closing Certificate solely in his or her capacity as an authorized representative of the Developer and he or she will have no personal liability arising from or relating to this Closing Certificate. Any liability arising from or relating to this Closing Certificate may only be asserted against the Developer.
LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC
a Delaware limited liability company
By:
Name:
Title: Authorized Agent
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EXHIBIT G-1
CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1
IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
LETTER OF REPRESENTATIONS OF [BUILDER NAME]
Dated: ____________, 2023
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to the Bond Purchase Agreement (the “Purchase Agreement”) to be executed by and between the City of Santa Paula (the “City”), and Stifel Nicolaus & Company, Incorporated (the “Underwriter”), [BUILDER NAME], a ________ [limited liability company] [corporation] (the “Landowner”) hereby represents, warrants and covenants to the City and the Underwriter as of the date hereof that:
1. The Landowner is duly organized and validly existing under the laws of the State of __________, is qualified to transact business in the State of California and has all requisite right, power and authority to: (i) execute and deliver this Letter of Representations of [BUILDER NAME] (“Letter of Representations”); and (ii) develop the Property (as defined below) as described in the Preliminary Official Statement.
2. As set forth in the Preliminary Official Statement, certain property within Improvement Area A (the “Improvement Area”) of City of Santa Paula Harvest Community Facilities District No. 1 (the “District”) is held in the name of the Landowner (herein, the “Property”). Except as otherwise described in the Preliminary Official Statement, the Landowner is the party responsible for the development of the Property.
3. As of the date thereof, to the Actual Knowledge of the Undersigned1 , the Preliminary
Official Statement, solely with respect to information contained therein with respect to the Landowner, its Affiliates2
, ownership of the Property, the Landowner’s development plan, the
1 As used in this Letter of Representations, the phrase “Actual Knowledge of the Undersigned” shall mean, as of the date of this Letter of Representations, the actual (as opposed to constructive) knowledge that the individual signing on behalf of the Landowner currently has or has obtained from (i) interviews with such current officers and current employees of the Landowner and its Affiliates as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Letter of Representations. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Landowner’s current business and operations. Individuals who are no longer employees of the Landowner or its Affiliates have not been contacted.
2 “Affiliate” means, with respect to the Landowner, any other Person: (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Landowner, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Improvement Area and investment decision regarding the Bonds (i.e., information relevant to: (a) the Landowner’s development plans with respect to the Property and ability to pay its Special Taxes on the Property prior to delinquency (to the extent the responsibility of the Landowner); or (b) such Person’s assets or funds that would materially affect the Landowner’s ability to develop the Property as described in the Preliminary Official Statement or to pay its Special Taxes on the Property prior to delinquency (to the extent the responsibility of the Landowner)). “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms 315
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Landowner’s financing plan, the Landowner’s lenders, if any, and contractual arrangements of the Landowner or any Affiliate of the Landowner (including, if material to the Landowner’s development plan or the Landowner’s financing plan, loans of such Affiliates) as set forth under the captions “THE DISTRICT AND IMPROVEMENT AREA A—Development of Final 121 Lots— [NAME OF PROJECT],” “—Merchant Builders Financing Plan —[NAME OF BUILDER],” and “OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA A—[NAME OF BUILDER]” (but, in all captions, excluding therefrom any information describing or summarizing all or any part of the Appraisal (as such term is defined in the Preliminary Official Statement) and (ii) information which is identified as having been provided by a source other than the Landowner), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, (a) the Landowner and its Affiliates are not in breach of or in default under any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond or note (collectively, the “Material Agreements”) to which the Landowner or its Affiliates are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Landowner’s ability to complete the development of the Property as proposed in the Preliminary Official Statement or to pay the Special Taxes prior to delinquency with respect to the Property (to the extent the responsibility of the Landowner) and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.
5. Except as described in the Preliminary Official Statement, there is no material indebtedness of the Landowner or its Affiliates that is secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Landowner nor any of its Affiliates is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Landowner’s ability to complete the development of the Property as proposed in the Preliminary Official Statement or to pay the Special Taxes prior to delinquency with respect to the Property (to the extent the responsibility of the Landowner).
6. The Landowner covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Landowner and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Landowner in any way from bringing any other action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body including, without limitation, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies contained in the Rate and Method of Apportionment of Special Taxes for the Improvement Area pursuant to which the Special Taxes are levied, (b) an action or suit with respect to the application or
“controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. [Lennar: Due to the merger, and for purposes of this Letter of Representations, the term “Affiliate” shall exclude CalAtlantic and its direct and indirect subsidiaries.] 316
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use of the Special Taxes levied and collected or (c) an action or suit to enforce the obligations of the City or District under the Bond Resolution, Fiscal Agent Agreement, or any other agreements among the Landowner, an Affiliate, the City, and/or the District or to which the Landowner or an Affiliate is a party or beneficiary.
7. To the Actual Knowledge of the Undersigned, during the last five (5) years the Landowner has not been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Landowner during the period of its ownership included within the boundaries of a community facilities district or an assessment district within California that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced against the Landowner in a court of law.
8. If, between the date hereof and the Closing Date any event relating to or affecting the Landowner, its Affiliates, ownership of the Property, the Landowner’s development plan, the Landowner’s financing plan, the Landowner’s lenders, if any, and contractual arrangements of the Landowner or any Affiliate of the Landowner (including, if material to the Landowner’s development plan or the Landowner’s financing plan, loans of such Affiliates) shall occur of which the undersigned has Actual Knowledge and which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 3 hereof (and subject to the limitations and exclusions contained in Paragraph 3), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Landowner shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.
9. On behalf of the Landowner, the undersigned has reviewed the contents of this Letter of Representations and has met with counsel to the Landowner for the purpose of discussing the meaning of its contents.
Unless otherwise indicated, capitalized terms used herein and not defined have the meaning given to them in the Purchase Agreement.
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The undersigned has executed this Letter of Representations solely in his or her capacity as an authorized officer or representative of the Landowner and he or she will have no personal liability arising from or relating to this Letter of Representations. Any liability arising from or relating to this Letter of Representations may only be asserted against the Landowner. [NAME OF BUILDER],
a _______ [limited liability company][corporation]
By:
Name: __________________________________
Title: __________________________________
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EXHIBIT G-2
$____________
CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1
IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
CLOSING CERTIFICATE OF [BUILDER NAME]
____________, 2023
Reference is made to City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds, Series 2023 (the “Bonds”) and to the Bond Purchase Agreement, dated __________, 2023 (the “Purchase Agreement”), entered into in connection therewith. This Closing Certificate of [NAME OF BUILDER] (the “Closing Certificate”) is delivered by [NAME OF BUILDER], a _____ [limited liability company][corporation] (the “Landowner”), pursuant to the Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Letter of Representations of [NAME OF BUILDER], dated ____________, 2023 (the “Letter of Representations”) or the Purchase Agreement.
The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Landowner, and the undersigned, on behalf of the Landowner, further certifies as follows:
1. The Landowner has received the final Official Statement relating to the Bonds, dated __________, 2023 (the “Official Statement”). Each statement, representation and warranty made in the Letter of Representations is true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the final Official Statement.
2. To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement affecting the statements and information described in Paragraph 3 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 3 of the Letter of Representations) relating to the Landowner, its Affiliates, ownership of the Property, the development plan with respect to the Property, the financing plan with respect to the Property, the Landowner’s or Affiliates’ lenders, if any, and contractual arrangements of the Landowner or any Affiliate of the Landowner (including, if material to the development plan or the financing plan, loans of such Affiliates) which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make such statements and information contained in the Official Statement not misleading in any material respect.
3. For the period through 25 days after the “end of the underwriting period” (as defined in the Purchase Agreement), if any event relating to or affecting the Landowner, its Affiliates, ownership of the Property, the Landowner’s development plan, the Landowner’s financing plan, the Landowner’s lenders, if any, and contractual arrangements of the Landowner or any 319
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Affiliates of the Landowner (including, if material to the Landowner’s development plan or the Landowner’s financing plan, loans of such Affiliates) shall occur as a result of which, in the opinion of the Underwriter or counsel to the City, could cause the information under the captions of the final Official Statement indicated in Paragraph 3 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 3 of the Letter of Representations) to contain an untrue statement of material fact or to omit to state a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, the Landowner shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which 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 under which they were made, not misleading.
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The undersigned has executed this Closing Certificate solely in his or her capacity as an authorized officer or representative of the Landowner and he or she will have no personal liability arising from or relating to this Closing Certificate. Any liability arising from or relating to this Closing Certificate may only be asserted against the Landowner. [NAME OF BUILDER],
a _______ [limited liability company][corporation]
By:
Name: __________________________________
Title: _________________________________
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EXHIBIT H-1
FORM OF OPINION OF RICHMOND AMERICAN COUNSEL
____________, 2023
City of Santa Paula
970 Ventura Street
Santa Paula, California 93060
Stifel, Nicolaus & Company, Incorporated
One Montgomery Street, 35th Floor
San Francisco, California 94104
Re: $____________ City of Santa Paula Harvest Community Facilities District No. 1 (Improvement Area A) Special Tax Bonds, Series 2023
Ladies and Gentlemen:
We have acted as special counsel to Richmond American Homes of Maryland, Inc., a Maryland corporation (the “Developer”), in connection with the issuance of the above-referenced bonds (the “2023 Bonds”) by the City of Santa Paula (the “City”), for its Harvest Community Facilities District No. 1 (the “Community Facilities District”). All real property located within Improvement Area A (the “Improvement Area”) of the Community Facilities District and owned by the Developer is referred to herein as the “Property.” The 2023 Bonds are being sold to Stifel, Nicolaus & Company, Incorporated, as underwriter (the “Underwriter”). This letter is being delivered to you pursuant to Section 3(c)(xxi) of the Bond Purchase Agreement, dated __________, 2023, between the City, acting for itself and on behalf of the Community Facilities District, and the Underwriter (the “Purchase Agreement”).
In the course of acting as special counsel to the Developer as herein described, we have examined the following documents:
(a) Preliminary Official Statement, dated ____________, 2023, prepared in conjunction with the issuance and sale of the 2023 Bonds (the “Preliminary Official Statement”); (b) Official Statement, dated __________, 2023, prepared in conjunction with the issuance and sale of the 2023 Bonds (the “Official Statement”); (c) Letter of Representations of Richmond American Homes of Maryland, Inc., dated ____________, 2023, and Closing Certificate of Richmond American Homes of Maryland, Inc., dated ____________, 2023 each executed by the Developer (collectively, the “Developer Certificates”); and
(d) Such other agreements, contracts and documents as we deemed relevant for the purposes of this letter.
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In addition, we have made such factual and other inquiries and examinations as we deemed necessary for the purpose of this letter.
We call to your attention the fact that we are not general counsel to the Developer and do not represent the Developer on a continuing basis. Rather, we are representing the Developer solely in connection with its interactions with the City and the Community Facilities District in connection with the issuance of the 2023 Bonds.
Whenever we have indicated in this letter that the existence or absence of facts is indicated to be based on our knowledge, it is intended to signify that during the course of our representation of the Developer as herein described, no information has come to the attention of the lawyers in our firm actively representing the Developer in the matters described herein which would give them current actual knowledge of the existence or absence of such facts. Please be advised that only John P. Yeager and Sandra A. Galle have been so actively representing the Developer.
Except to the extent expressly set forth herein, we have not undertaken any independent investigations to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Developer. We have made no examination of, and express no belief or conclusion as to, title to the Property, the ability of the Developer to develop the Property (except as specifically set forth in paragraph 1 below), or the viability of the development or sale of the Property by the Developer as described in the Official Statement.
As to certain factual matters (which we have not independently established or verified), including, without limitation, the status of the development of the Property by the Developer and existing development entitlements and future development entitlements which must be obtained in order for the Developer to complete the development and sale of the Property, we have relied upon statements, certificates and other assurances of public officials and of certain officers and agents of the Developer, as well as employees and/or consultants of the Developer.
We have assumed, without inquiry or investigation, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as copies or as exhibits, and the authenticity of such originals of such latter documents.
Based solely upon and subject to the foregoing as well as to the qualifications, limitations, exclusions, exceptions, assumptions and other matters set forth herein, we are of the belief that:
1. Without having undertaken to determine independently the accuracy, completeness, or fairness of the statements contained in the Preliminary Official Statement and the Official Statement, but based solely on (i) our limited capacity as special counsel to the Developer, (ii) the representations of the Developer and/or its employees and/or consultants, and our reliance thereon, and (iii) our review of the Preliminary Official Statement and the Official Statement, no facts had or have come to our attention during the course of our representation of the Developer as described herein which caused us to believe that the information describing Development Matters 323
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(defined below) contained in the Relevant Sections (defined below) of the Preliminary Official Statement as of its date (____________, 2023) or as of the date of the Purchase Agreement (__________, 2023), or the Relevant Sections of the Official Statement as of its date (__________, 2023), or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, in each case, we express no belief or conclusion as to (a) any financial statements and other financial, statistical, economic or engineering information, data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, (b) any information about valuation, appraisals, absorption or environmental matters (other than environmental permitting) included or referenced therein, including, without limitation, any information describing or summarizing all or any part of the Appraisal (as such term is defined in the Official Statement), and (c) any information which is identified as having been provided by a source other than the Developer or any of its affiliates. For purposes of this paragraph, the term “Development Matters” means the Developer, its Affiliates (as defined in the Developer Certificates), ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders (if any), and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer’s development plan or the Developer’s financing plan, loans of the Developer or such Affiliates); and the term “Relevant Sections” means the sections of the Preliminary Official Statement and the Official Statement entitled “THE DISTRICT AND IMPROVEMENT AREA A—Development of Final 121 Lots— Richmond American—Willow,” “THE DISTRICT AND IMPROVEMENT AREA A—— Merchant Builders Financing Plan —Richmond American Financing Plan,” and “OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA A—Richmond American.” Our beliefs set forth in this letter are subject to the following assumptions, exceptions, qualifications, limitations and exclusions, in addition to those assumptions, exceptions, qualifications, limitations and exclusions set forth above:
A. We express no belief as to (i) any matters related to architecture, construction, engineering, or the seismic or environmental condition of the Property (except as specifically set forth in paragraph 1 above), including, without limitation, any matters relating to the handling, storage, transportation or disposal of hazardous or toxic materials, (ii) any laws, rules or regulations relating thereto, and/or (iii) any other scientific or professional field as such belief would be beyond the scope of any belief expressed herein.
B. We express no belief regarding any laws or regulations involving taxes, including without limitation, we express no belief as to the exclusion from gross income for federal income tax purposes of the interest on the 2023 Bonds, or the exemption of the interest on the 2023 Bonds from the State of California personal income taxes.
C. Except as specifically set forth in paragraph 1 above, we express no belief as to (i) compliance with the anti-fraud provisions of applicable federal and state securities or other laws, rules or regulations or (ii) the applicability or effect on the subject transaction of the securities laws of the State of California, the United States of America, including but not limited to the Securities Act of 1933, as amended, and any other jurisdiction. 324
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D. We are licensed to practice law only in the State of California. Accordingly, the beliefs expressed herein are subject only to the internal laws (excluding laws relating to conflicts of laws) of the State of California and the federal laws of the United States of America, and assume no responsibility as to the applicability or effect of the laws of any other jurisdiction.
E. Whenever we have stated that we have assumed any matter of fact, it is intended to indicate that we have assumed such matter without making any factual, legal or other inquiry or investigation, and without expressing any belief of any kind concerning such matter.
F. This letter is furnished to you specifically in connection with the issuance of the 2023 Bonds pursuant to the terms of the Purchase Agreement, and solely for your information and benefit. It may not be utilized, relied on, quoted or distributed to any other person by you in any other connection, and it may not be utilized, relied on or quoted by any other person for any purpose, without in each instance our express prior written consent; provided, however, a copy may be included in the transcript of the proceedings for the 2023 Bonds.
G. The beliefs expressed herein are given on the date hereof and are based on the facts (as we know, believe or have assumed them to be) and law as in effect on the date hereof. We undertake neither to supplement or update this letter nor undertake to advise you or any other party if there is a change in law or if new facts come to our attention subsequent to the date hereof which may affect the beliefs expressed above and/or which may cause us to amend any portion of this letter in full or in part. If future acts or omissions of the parties may serve to modify, alter or change the circumstances under which the beliefs herein were rendered, our beliefs set forth in this letter shall remain as if such future acts or omissions did not occur. Also, actions, conduct or omissions by a party may create a situation of waiver, estoppel or novation which would supplant the beliefs set forth in this letter.
Very Truly Yours,
O’NEIL LLP
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EXHIBIT H-2
FORM OF OPINION OF COUNSEL TO LENNAR
____________, 2023
City of Santa Paula
970 Ventura Street
Santa Paula, California 93060
Stifel, Nicolaus & Company, Incorporated
One Montgomery Street, 35th Floor
San Francisco, California 94104
Re: $____________ City of Santa Paula Harvest Community Facilities District No. 1 (Improvement Area A) Special Tax Bonds, Series 2023
Ladies and Gentlemen:
We have acted as special counsel to Lennar Homes of California, LLC, a California limited liability company (the “Developer”), in connection with the development of certain property owned by the Developer located within the boundaries of City of Santa Paula Harvest Community Facilities District No. 1 (Improvement Area A) (the “Community Facilities District”) and in connection with the issuance by the Community Facilities District of the City of Santa Paula Harvest Community Facilities District No. 1 (Improvement Area A) Special Tax Bonds, Series 2023 (the “Bonds”). The Bonds are described in that certain Preliminary Official Statement dated ____________, 2023 (the “Preliminary Official Statement”) and that certain Official Statement dated __________, 2023 (the “Official Statement”).
The Bonds are being sold to Stifel, Nicolaus & Company, Incorporated, as underwriter (the “Underwriter”), pursuant to that certain Bond Purchase Agreement, dated __________, 2023 (the “Bond Purchase Agreement”), by and between the Underwriter and the Community Facilities District. This letter is provided for the benefit of the City of Santa Paula (the “City”) and the Underwriter pursuant to Section 8(c)(xxi) of the Bond Purchase Agreement.
We advise you that we are not general counsel to the Developer and do not represent the Developer on a continuing basis. Rather, we represent the Developer as requested from time to time on specific matters.
The primary purpose of our professional engagement was not to establish or confirm factual matters or quantitative information. We are not passing upon and do not assume any responsibility for the accuracy, completeness, or fairness of any of the statements contained in the Preliminary Official Statement or the Official Statement and make no representation that we have independently verified the accuracy, completeness, or fairness of any such statements. However, in our capacity as special counsel to the Developer, we reviewed those sections of the Preliminary Official Statement and the Official Statement described below and we participated in conferences with representatives of the Developer, the Underwriter, Jones Hall, as Bond Counsel and as Disclosure Counsel, and 326
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others, during which conferences the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed. We have reviewed only the electronic version of the Preliminary Official Statement and the Official Statement delivered to Robert M. Haight, Jr. ([email protected]) on ____________, 2023 and _____, 2023, respectively, from ______ (the “Official Electronic Versions”), and we assume that any printed version and all other electronic versions of the Preliminary Official Statement and the Official Statement are identical in all respects to the respective Official Electronic Versions. Our statements herein with respect to the Preliminary Official Statement and the Official Statement do not pertain to any printed or electronic version of the Preliminary Official Statement or the Official Statement that is not identical in all respects to the respective Official Electronic Versions. We also reviewed certain written statements of officers and other representatives of the Developer and others as to the existence and consequence of certain factual and other matters.
Based on our participation, review, and reliance as described above, we advise you that no information came to the attention of the lawyers in our firm rendering legal services in connection with such representation that caused us to believe that the statements contained in the Preliminary Official Statement, as of its date (except as updated in the Official Statement), and the Official Statement, as of its date and as of the date hereof, relating to Developer, its Affiliates (as defined in the Letter of Representations of Lennar dated ____________, 2023), ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Affiliate of the Developer (including, if material to the Developer’s development plan or the Developer’s financing plan, loans of such Affiliates) as set forth under the captions “THE DISTRICT AND IMPROVEMENT AREA A—Development of Final 121 Lots—Lennar Homes – Lavendar,” “—Merchant Builders Financing Plan –—Lennar Homes Financing Plan,” and “OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA A— Lennar Homes” (but, under all captions, excluding any information cited as coming from a source other than the Developer, and excluding any information regarding any appraisal, any absorption study, and market value ratio and annual special tax ratio, and except that no belief or view is expressed as to (a) any financial statements and other financial, statistical, economic, demographic, or engineering data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions, or expressions of opinion, or (b) any information about valuation, appraisals, market absorption, archaeological, or environmental matters), contained or contains any untrue statement of a material fact or omitted or omits a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of this paragraph, “attention” refers to the conscious awareness of each of the lawyers in our firm who actively participated in rendering legal services in connection with such representation and “believe” refers to the actual, subjective, good faith belief of each of those lawyers. Please be advised that only Robert M. Haight, Jr. has rendered such legal services in connection with such representation.
We express no view or belief as to the applicability or effect on the subject transaction of the securities laws of the State of California or of the United States of America, including but not limited to the Securities Act of 1933, as amended.
No attorney-client relationship has existed or exists between our firm and the Community Facilities District, the City, or the Underwriter in connection with the Bonds or by virtue of this letter. This letter is delivered as of the date hereof and is furnished solely for the benefit of the addressees in connection with the subject transaction and may not be relied upon for any other purpose or furnished to, used, circulated, quoted, or referred to by any other person without our prior 327
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written consent. This letter is not intended to, and may not, be relied upon by any owners of the Bonds.
Our engagement with respect to this matter has terminated as of the date hereof, and we do not undertake to advise you of any matters that may come to our attention subsequent to the date hereof that may affect the statements set forth herein.
This letter is limited to the matters expressly set forth herein, and no belief or assurance is implied or may be inferred beyond the matters expressly stated herein.
Sincerely yours,
HOLLAND & KNIGHT LLP
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EXHIBIT I
$____________
CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1
IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
CERTIFICATE OF SPECIAL TAX CONSULTANT AND CFD ADMINISTRATOR Willdan Financial Services (the “Special Tax Consultant”) is the Special Tax Consultant for City of Santa Paula Harvest Community Facilities District No. 1 (the “District”) and has read the Rate and Method of Apportionment of Special Tax (the “Rate and Method”) for Improvement Area A of the District set forth in Appendix A to the Preliminary Official Statement dated ____________, 2023 (the “Preliminary Official Statement”) and the Official Statement dated __________, 2023 (the “Official Statement”) relating to the above-referenced bonds (the “Bonds”). The Special Tax Consultant hereby certifies that the Special Tax, if collected in the maximum amounts permitted pursuant to the Rate and Method would be sufficient to pay the Administrative Expenses (as defined in the Rate and Method) and the scheduled debt service on the above-captioned bonds, provided that the annual debt service figures on the debt service schedule included in the Official Statement, which were relied upon by the Special Tax Consultant, are substantially true and correct.
The summary of the Rate and Method in the section of the Official Statement entitled “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS—Special Tax Methodology” is a fair and accurate summary of the Rate and Method, and a true and correct copy of the Rate and Method is attached to the Official Statement as Appendix A. All of the tabular and financial information provided by the Special Tax Consultant and included in the Preliminary Official Statement and the Official Statement is true and correct in all material respects.
Dated: ____________, 2023
WILLDAN FINANCIAL SERVICES
By:
Its:
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EXHIBIT J
$____________
CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1
IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (“Stifel”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the “Bonds”).
1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.
2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Stifel offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated __________, 2023, by and between Stifel and the Issuer, Stifel has agreed in writing that, (i) for each Maturity of the Hold-theOffering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the thirdparty distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-theOffering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.
3. Reserve Fund.
The establishment of the Reserve Fund for the Bonds in the amount of the Reserve Requirement (as such term is defined in the Fiscal Agent Agreement, dated as of June 1, 2020, as amended and supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of March 1, 2022 and by a Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of ______ 1, 2023 (together, the “Fiscal Agent Agreement”), each by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent (the “Fiscal Agent”) pursuant to which the Bonds are being issued) was vital to the marketing of the Bonds and reasonably required to assure payment of debt service on the Bonds.
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4. Defined Terms.
(a) “General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) “Hold-the-Offering-Price Maturities” means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) “Holding Period” means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (________, 2023), or (ii) the date on which Stifel has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
(d) Issuer means the City of Santa Paula, California.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is __________, 2023. (h) 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). 331
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The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.
The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in a Tax Certificate for the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall, a Professional Law Corporation in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
By:
Name:
By:
Name:
Dated: ____________, 2023
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SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING
PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
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SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
334
To: Honorable Mayor and Members of the City Council
From: Dan Singer, City Manager
Subject: ESTABLISHMENT OF A DEPUTY CITY MANAGER POSITION Date: November 1, 2023
Agenda Item: 11.B
CITY OF SANTA PAULA
MEMORANDUM
RECOMMENDATION:
It is recommended the City Council:
1. Adopt Resolution 7491, removing the Assistant City Manager (ACM) position from the adopted Position Control List and establish a new Deputy City Manager (DCM) job specification with a corresponding salary at Range 113, within the City’s adopted compensation schedule.
Presented by: Dan Singer, City Manager
BACKGROUND:
At a budget workshop on May 17, the Council reviewed various contract and consulting services the City utilizes to complement the work of City staff. At that workshop, Council encouraged staff to look more closely at these relationships in advance of the July 1 budget cycle. Within the City Manager’s office, in the last fiscal year, specialized services were contracted to perform public relations services, lobbying efforts, and grant writing assistance.
Due to the short time-frame between the May 17 workshop and the budget hearings in June, staff was unable to complete an analysis on these services, and as a result, the City Manager’s budget was left essentially status quo. Staff promised to return to Council with further recommendations on the noted contract services, the use of our Lead for America Fellowship program and/or other staffing options, and the division of responsibilities in continuing to pursue critical Council initiatives, notably associated with the Council’s Strategic Plan.
On September 6, 2023, the City Manager brought to Council a report intended to respond to Council’s request and seek Council’s authorization to modify staffing levels while minimizing contract services in a budget-neutral manner. At that meeting, Council requested the City Manager return with additional information related to the proposed changes. This report is intended to address Council’s concerns and requests and to provide a broader context for the recommendations.
ANALYSIS:
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HISTORICAL CONTEXT
In 2019, the City Manager’s department was comprised of the City Manager, an Assistant City Manager (ACM), City Clerk and Executive Assistant. When the ACM resigned, the City Manager asked Council to unfund the ACM position in exchange for funding a Management Analyst (MA) position and outsourcing public relation services. The MA position was tasked with responsibilities for public information, legislative advocacy, special projects and the Council’s Strategic Plan. Economic Development and real estate transactions, which had been a core responsibility of the ACM position, were transferred to the Community Development Department. While unfilled, the position of ACM has remained on the position control list in the event a move back to the CM/ACM structure became desirable.
Since the time of the restructuring and the hiring of the MA in October 2020, the MA has taken on additional initiatives, notably in the areas of grant writing and lobbying, but also in broadening the City’s economic development initiatives in coordination with the Community & Economic Development Department. The MA has been a key player in tackling new initiatives and the Council's Strategic Plan oversight. In addition, beginning in July of 2021, the City became a participating member of the Lead for America Fellowship program. Our Fellows have been instrumental in expanding our media and outreach efforts, working with other departments on supporting various initiatives, and focusing on programs and projects contained in the Strategic Plan.
ORGANIZATION SUPPORT STRUCTURE
As our organization and the community continue to grow, it is important to ensure the City has staff in the appropriate leadership positions to help move our organization forward. The chart below summarizes the organizational structure of all cities within Ventura County and neighboring cities outside of the County, related to the Assistant or Deputy City Manager (DCM) position, showing how Santa Paula compares. Of note, Santa Paula is currently the only City in Ventura County without an active ACM or DCM position.
City Population ACM DCM
Oxnard 201,155 2 0
Simi Valley 125,196 1 0
Thousand Oaks 123,196 1 1
Ventura 108,955 1 1 (Vacant)
Camarillo 70,886 1 0
Moorpark 35,957 1 0
Goleta 32,855 1 0
Santa Paula 30,944 1 (Unfunded) 0
Port Hueneme 21,380 0 1
Agoura Hills 19,825 1 1
Fillmore 16,667 1 0
Carpinteria 13,122 1 0
Westlake Village 7,845 0 1 (Vacant)
Ojai 7,542 1 0
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Adding an additional member to the City’s Executive Management group expands the City’s executive function, responsiveness to Council and the public, and provides support to the City Manager, other departments, and outside agencies. Over time, funding an ACM or DCM also supports succession planning and grows capacity within the City Manager’s office.
ORGANIZATIONAL HIERARCHY
For the City, creating a DCM position is more appropriate than maintaining the ACM position at this time. Unlike the ACM, the DCM will not supervise members of the Executive Team, nor have sole responsibility for the City’s property management or economic development efforts.
Rather, it is proposed the DCM would supervise and oversee our Lead for America Fellowship program, which has grown steadily and successfully since 2021. The DCM may also supervise part-time and contract employees either within the Administration Department or as requested by Executive Team members. Existing positions within the City Manager’s Office may be assigned to the DCM at a future time. All employees of the City will continue to have the same access to the City Manager as they currently do. All members of the Executive Team, including the DCM, will report to the City Manager as outlined in the attached organization chart, Exhibit B.
DCM VS MA RESPONSIBILITIES
The City Manager is seeking Council support to establish a Deputy City Manager position within the City Manager’s Office. If approved, the Management Analyst and the ACM position would be eliminated. The breadth of responsibilities is described in the new DCM job specification attached to Resolution 7491 (Exhibit A), but graphically illustrated below as compared with the Management Analyst position. It should be noted the job specification was modified from the version Council saw on September 6, and now reflects a number of comments made by members of the Council at that meeting.
Management Analyst Deputy City Manager
Public Information Officer Public Information Officer
Community Engagement Community Engagement
Legislative Advocacy & Lobbying Efforts Legislative Advocacy & Lobbying Efforts Website Content Management Website Content Management
Manages grant writing contract Oversees grant writing, research and monitoring
Strategic Planning and Implementation Strategic Planning and Implementation Special Projects & Initiatives Special Projects & Initiatives Coordinates Lead for America Program
Supervises Lead for America Program & 3
Fellows
Assists with Economic Development
Initiatives
Employee Engagement (in collaboration w/HR)
Emergency Management (in collaboration with
the Emergency Services Coordinator & Police)
Economic Vitality (alongside Econ
Development - See Exhibit C)
Assist activities of the City Clerk
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The City Manager’s Office is central to the organization, supporting the City Council, various committees, special projects and initiatives, and all other City departments. It is anticipated that the DCM position will:
Work closely with multiple departments in pursuing greater outreach and community engagement as well as strategically tracking and applying for grants and appropriations.
Collaborate with Human Resources to oversee cultural and organizational projects and initiatives aimed at enhancing the workplace experience for our employees, including greater onboarding and succession planning.
Enhanced Economic Development through a collaboration with the Community & Economic Development Department, who would oversee the more technical and transactional permit and growth-related development, versus the more relational side of economic vitality, as depicted in Exhibit C, attached.
Support the new Emergency Services Coordinator on outreach and preparedness efforts aimed at enhancing readiness in our community and backing public safety during emergencies as our PIO.
Actively manage our Lead for America Fellowship program, including the direct assignment, training, mentoring, and evaluating of our Fellows. Beginning in 2021, the City entered a relationship with Lead for America for one local Fellow, essentially increasing the City Manager’s Office capacity with 40 hours per week of assistance and project work at an annual cost of only $20,000. In 2022, through a partnership with the Chamber of Commerce and PBID, the City hired two Fellows for around 70 hours per week of assistance (for $35,000) and this year (2023), the program was again expanded to three Fellows working 110 hours per week (for $50,000).
The expansion of the Fellowship program, utilizing local college students or graduates, has been made possible due to the reduction of costs associated with bringing in-house most of our outreach efforts. The Fellows help manage our social media posts, update our website, and assist with press releases and community workshops. Looking forward, it is proposed the City would keep the federal advocacy contract and reduce the public relations services, funding the Fellowship program instead. Additionally, the grant writing contract has been eliminated due to inefficiencies and overall results with the previous grant writing firm, thus grant writing being brought back in-house. As a result, the cost savings are proposed to augment the higher costs of a DCM position over the MA position and allow for a second fulltime Fellow, in addition to the Chamber and PBID Fellow, bringing the total annual fellowships to three. One Fellow will work with the DCM on strategic planning initiatives, grants, and special projects, while the second Fellow will focus on communications, Channel 10 content, media posts and press releases. Therefore, given the expanded breadth of responsibilities and supervisory commitments taken on within the City Manager's office this past year and moving forward, the MA position is simply no longer appropriate.
COUNCIL CONCERNS
At the September 6 Council meeting a number of concerns were expressed by the Council which are now addressed below.
Employee Engagement and Morale
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Council suggested having staff look into an ombudsperson program and to conduct another employee engagement survey as the last one was conducted in 2018, notwithstanding a cultural assessment which was performed in 2021. Employee morale and engagement are supported in Council’s Strategic Plan and are notable goals of the City Manager. In fact, despite setbacks experienced during the pandemic for employees, the City Council on April 21, 2021 adopted a Resolution focused on establishing guidelines for employee enrichment, recognition, training and appreciation.
Enhancing and enriching the experience all of our employees have while working for Santa Paula is of paramount value and importance. Yet achieving greater employee engagement takes vision, input and time, the latter of which our Human Resources Division doesn’t have much of. As noted in the DCM job description, the DCM will work with HR to develop options to establish an ombudsperson program and to explore means of greater employee feedback in addition to various initiatives aimed at increasing our employee’s experience working for us. Under this scenario an employee survey can be developed and implemented.
Over-taxing one position
A concern was raised that too much work and responsibilities may be given to one individual based on the proposal Council considered on September 6; an issue clearly worth avoiding.
As further articulated above, however, the difference in the MA position, with no expectation for supervision over staff, is that the DCM will be an executive position, focused on project delivery and supervision, rather than being tasked with doing the bulk of the work. Overseeing up to 110 hours per week of skilled labor should allow significant progress to be made in the areas of responsibility identified with the DCM position.
Internal Open Recruitment
At the September 6 Council meeting, the proposal to treat this as an internal promotion was met with concerns by members of the Council. While past promotions, reclassifications and newly created positions have been handled in a variety of manners, given the newness of the DCM position requested of Council, it would be appropriate to open the position to any qualified interested employees within our organization. As such, an internal open recruitment is anticipated, pending Council’s approval of the position.
STRATEGIC PLAN:
Approval of this item supports City Council's two-year Strategic Plan goal of providing excellent service to the community in a cost-effective manner with an engaged workforce with a focus on continuous improvement and outstanding customer service under Section G.
Operational Excellence. Additionally, this item supports several objectives in the Plan including Section G, Objective #3 - Employee Enrichment - Develop programs around employee retention, engagement, and succession planning and Section G, Objective #6 - Staffing - Develop a staffing augmentation plan.
FISCAL IMPACTS:
The City currently pays $78,000 for state and federal advocacy efforts, and $25,000 for public and media relations services and ad-hoc PR requests. The PR contract was reduced by $19,000 with the bulk of the services being pulled in-house utilizing our Public Information Officer and our Fellows. $42,000, which was set aside for grant writing services was eliminated with those services now conducted in-house.
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On a short-term (two-year) basis, the recommended changes are cost-neutral and within the adopted budget. For comparison purposes, those costs would look as follows:
Recent Budgeted
Costs
Recommended
Costs
Management Analyst: $92,176 $ 0
Deputy City Manager: $ 0 $117,062
Additional benefits associated with DCM
position:
$ 0 $ 7,376
PR Contract: $25,000 $25,000
Grant Writing Contract: $42,000 $ 0
Lobbying Contract: $78,000 $78,000
Fellowship Program: $20,000 $35,000
Total:
$257,176 $262,438
Council allocated $10,000 in one-time ARPA funds for our fellowship program which wasn't required by Lead for America this past year. Utilizing those funds this fiscal year for the additional fellow will result in the costs of the restructuring coming in at $252,438 and within the adopted budget of $257,176. Any budget savings would be put towards added public relations services or hiring someone to assist with complex writing assignments, if necessary.
On a long-term basis, once the position of DCM achieves top step in the salary range (or an additional $27,536 on top of the increases listed above), more significant cost reductions in contractual services or reducing one Fellow position could be required, if the City Manager Department budget were needing to remain fiscally flat.
OPTIONS:
The Council has authority over the City's position control list and the establishment of job titles and specifications. While this request is within the organizational structure which has existed in Santa Paula over the years, it is at the Council's full discretion whether or not to support the City Manager's recommendations. The Council therefore has the following options:
1. Council could establish the DCM position in place of the MA position in the City Manager’s Office, thereby just reclassifying the position.
2. Council could request the City Manager leave the Assistant City Manager position in place and/or could ask staff to return with other options.
ATTACHMENTS:
Exhibit A - Resolution_No._7491.docx
Exhibit A to Resolution No. 7491 - DCM Job Classification.docx Exhinit B to Resolution 7491 - Proposed Salary Schedule and Position Control List.pdf Exhibit B - Organization Chart.pdf
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Exhibit C - Economic Development Graphic.png
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RESOLUTION NO. 7491
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA PAULA
ESTABLISHING A NEW DEPUTY CITY MANAGER CLASSIFICATION AND SALARY
RANGE, ELIMINATING THE ASSISTANT CITY MANAGER CLASSIFICATION AND AMENDING THE ADOPTED 2023-25 POSITION CONTROL LIST AND SALARY
SCHEDULES
The City Council of the City of Santa Paula does resolve as follows:
SECTION 1: The City Council considered, reviewed and authorizes the City Manager’s recommendation regarding the reorganization of the City Manager’s Office and corresponding amendments to the adopted 2023-25 position control list and salary schedule.
SECTION 2: The City Council creates the new classification of Deputy City Manager (Job Class Code 113), job description attached as Exhibit A, and establishes the annual salary range as set forth below.
Annual Salary Step 01 Step 02 Step 03 Step 04 Step 05
Deputy City
Manager
$117,062.40 $122,928.00 $129,084.80 $135,553.60 $142,334.40 SECTION 3: The City Council eliminates the classification of Assistant City Manager (Job Class Code 110) from the City’s position control list and salary schedule.
SECTION 4: The City Council amends the 2023-25 positions list and salary schedule, as respectively shown in Exhibit B.
SECTION 5: This Resolution will become effective the first full pay period following adoption and will remain effective unless repealed or suspended.
PASSED AND ADOPTED this 1st of November 2023.
________________________________________
Andy Sobel, Mayor
ATTEST:
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______________________________
Julie Latshaw, City Clerk
APPROVED AS TO FORM:
__________________________________
Monica Castillo, City Attorney
__________________________________
Daniel Singer, City Manager
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Job Class: Executive Management/Confidential
Job Code: 01-113
FLSA Status: Exempt
EXHIBIT A
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Job Class: Executive Management/Confidential
Job Code: 01-113
FLSA Status: Exempt
CITY OF SANTA PAULA, CALIFORNIA
DEPUTY CITY MANAGER
JOB DEFINITION: Under general administrative direction, provides assistance and support to the City Manager including analyzing and implementing policies and procedures; oversees intergovernmental relations in the areas of service delivery and legislative issues; manages and coordinates programs and activities of economic vitality with the City Manager’s Office and the Community and Economic Development Department; provides highly responsible and complex administrative support to the City Manager, City Council and Department Heads.
This position is designated as “at-will”, serving at the pleasure of the City Manager, and subject to discharge without notice and right of appeal.
ESSENTIAL DUTIES AND RESPONSIBILITIES
The following duties are typical for this classification. Incumbents may not perform all of the listed duties and/or may be required to perform additional or different duties from those set forth to address business needs and changing business practices.
Provide assistance and support to the City Manager; analyze and implement policies and procedures; assists in the preparation and oversight of the City Manager’s budget. Participate with the City Manager in framing Council’s vision and strategies for accomplishing organizational initiatives.
Represents the City’s interest and position before legislative and rule-making authorities at all levels of government; review and analyze legislation for impact on the City; work with legislators to develop or influence legislation; recommend policies and procedures; advocates on federal and state legislation that impacts the City’s business community. As designated by the City Manager, maintains communication with other jurisdiction officials to coordinate regional issues and represent the City; serve as liaison with Department Heads, City Council, City Manager and other external agencies. Supports the City Manager with City Council, employee and resident group discussions, work sessions and meetings; makes presentations on various projects or issues to the City Council, commissions, or other internal or external agencies or organizations; keeps the City Manager informed about projects and issues of importance to Council. Oversees public communications and community engagement; works with departments to provide a high level of customer service to the community; resolves difficult and/or complex citizen complaints on behalf of the City Manager and/or City Council. Designated as the Public Information Officer (PIO) for the City; coordinates the release of media, public and incident-related information; manages and participates in the writing 345
Job Class: Executive Management/Confidential
Job Code: 01-113
FLSA Status: Exempt
of press releases, newsletters and special publications concerning the City or community issues for distribution to the media; may serve as a spokesperson for the City.
Serves as the City website content manager and establishes policies and standards related to the website.
Designs and implements marketing strategies and outreach materials to ensure public exposure to program offerings through print publication design, website editing, social media, e-newsletters, and other applicable mediums.
As designated by the City Manager, serves as project manager for a variety of special initiatives; facilitates project activities and resolve problems; develops and submits project reports to the City Manager and City Council, as needed. Manages and coordinates programs and activities of economic vitality with the Community and Economic Development Department including support, education, resources and opportunities for businesses; work with the Chamber of Commerce to develop and grow business assistance programs; perform complex research and analysis related to City revenue and tax analytics.
In collaboration with the Community and Economic Development Department, acts as liaison between the City, Chamber of Commerce, Property Business Improvement District (PBID), tourism bureau, and the private sector for business vitality, retention, expansion and attraction; coordinates contracts and activities to meet the City’s tourism goals.
Oversees Lead for America Fellowship Program and coordinates the work of fellows assigned to the City.
Assists Human Resources in developing employee initiatives; helps promote employee engagement through recognition, communication, surveys, newsletters and developing a culture that is consistent with the City’s mission, vision and core values. Oversees federal and state grant opportunities, including forecasting future grant strategies, supporting City departments in grant applications and tracking and monitoring grant program and awards including, but not limited to, grants supporting economic vitality and the Federal Emergency Management Administration (FEMA). In collaboration with the Emergency Services Coordinator, responds to significant emergency situations; gathers, verifies, coordinates, and disseminates meaningful and timely information about the incident to the public and city departments. Assists in coordinating the activities of the City Clerk’s Office including agenda preparation, coordination of meetings, ballot measures and public records requests. Performs related duties as assigned.
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Job Class: Executive Management/Confidential
Job Code: 01-113
FLSA Status: Exempt
MINIMUM QUALIFICATIONS – Any combination of education and experience that would likely provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and abilities would be:
Education: A Bachelor’s Degree from an accredited college or university with major course work in public administration, business administration or a related field. A Master’s degree in a related field is desirable.
Experience: Three years of increasingly responsible administrative and analytical experience within a local government environment.
License; Certificates; Special Requirements: A valid class C California driver’s license.
Knowledge of: Organization, operation, and services of the City and of outside agencies as necessary to assume assigned responsibilities; principles, practices, and techniques of public administration and local government administration; Principals and practices of program development and administration; principles and practices of municipal budgeting preparation and finance, and contract administration; principles, practices, methods, and techniques of conducing community and media relations, public information, including public outreach and marketing strategies; operational characteristics, services, and activities of an Economic Development program; economic development incentive and financing methods, trends and practices; business retention and recruitment principles and strategies; operations, services and activities of an office administrative support program; Functions of public agencies, including the role of an elected Council and appointed boards and commissions; rules and procedures governing the notice and conduct of public meetings; pertinent federal, state, and local laws, codes and regulations; research and reporting methods, techniques and procedures; communication techniques used to gather, evaluate and transmit information; written communication techniques for report writing and preparing correspondence, policies and procedures; oral presentation techniques and practices; and modern office procedures, methods and computer equipment and applicable software.
Ability to: Plan, organize and carry out a full range of administrative and analytical assignments from the City Manager with minimal supervision and direction; perform difficult and complex analysis and research on a variety of administrative topics, identify alternatives solutions, projects consequences of proposed actions, and implement recommendations in support of goals; analyze, interpret, summarize and present administrative and technical information and data in an effective manner; prepare clear, concise, comprehensive administrative, financial and technical reports; identify and respond to sensitive community, organizational, and City Council issues, concerns and needs; respond to inquiries or complaints from customers, regulatory agencies, or members of the business community; read and interpret complex data, information and documents; understand the organization and operation of the City and of outside agencies as necessary to assume assigned responsibilities; understand, interpret, explain and apply applicable federal, state and local policies, laws and regulations; communicate effectively both orally and in writing; establish and maintain effective relationships with City officials, employees, representatives from other agencies and the public; exercise good judgement, flexibility, creativity, and sensitivity in response to changing situations and needs; work well under pressure to meet deadlines. 347
Job Class: Executive Management/Confidential
Job Code: 01-113
FLSA Status: Exempt
Physical and Environmental Demands
Prolonged sitting, standing, walking, reaching, twisting, turning, kneeling, bending, squatting, and stooping in the performance of daily activities; grasping, repetitive hand movement, and fine coordination in preparing reports and other communications and entering data using a computer. Additionally, the position requires near vision in reading on the computer, and acute hearing is required when providing phone service and communicating in person. The need to lift, drag, and push files weighing up to 25 pounds also is required.
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Position
FY23‐24
Proposed
FY24‐25
Proposed Position
FY23‐24
Proposed
FY24‐25
Proposed
CITY MANAGER POLICE
City Manager 1 1 Police Chief 1 1 Admin Secretary/City Clerk 1 1 Police Commander 2 2 Deputy City Manager 1 1 Police Sergeant 6 6 Management Analyst ‐ ‐ Senior Police Officer 7 7 Executive Assistant 1 1 Police Officer 16 16 Human Recources Administrator 1 1 Public Safety Dispatch Supervisor 1 1 Human Resource Analyst 1 1 Public Safety Dispatch Clerk 5 5 HR Technician 1 1 Sr. Records Supervisor 1 1 Chief Technology Officer 1 1 Community Services Officer 2 2 IT Analyst 1 1 Community Services Officer* 0.61 0.61 Department Total 9.00 9.00 Evidence & Property Technician 1 1 Records Technician 2 2
Parks and Recreation Animal Services Coordinator 1 1 Parks and Recreation Director 1 1 Emergency Services Coordinator 1 1 Recreation Supervisor 1 1 Police Cadet* 0.96 0.96 Administrative Assistant 1 1 Secretary II* ‐ ‐ Parks and Facilities Supervisor 1 1 Police Reserves ‐ ‐ Facility Maintenace Worker I 2 2 Executive Assistant 0.80 0.80 Facility Maintenace Worker II 3 3 Department Total 48.37 48.37 Lead Park and Abatement Specialist 1 1 Recreation Program Coordinator 3 3 PUBLIC WORKS Nutrition Coordinator* 0.70 0.70 Public Works Director 1 1 Facility Attendant* 2.16 2.16 Assistant Public Works Director 1 1 Park Abatement Specialist* 2.31 2.31 Management Analyst 1 1 Recreation Leader** 4.72 4.72 Administrative Analyst I 2 2 City Corp Trainee*** 3.38 3.38 Administrative Analyst II 1 1 Administrative Analyst I 0.85 1 Associate Engineer 1 1 Custodian 2 2 Permit Technician 1 1
Department Total 29.12 29.27 Water Operations Superintendent 1 1 Street Maintenance Leadworker 1 1
FINANCE Maintenance Worker I 1 1
Finance Director 1 1 Maintenance Worker II 3 3 Assistant Finance Director 1 1 Fleet Supervisor 1 1 Payroll Specialist 1 1 Mechanic II 2 2 Accountant 2 2 Water System Operator I ‐ ‐ Accounting Specialist 3 3 Water System Operator II 7 7 Customer Service Representative 2 2 Water System Operator III 3 3 Department Total 10 10 Water System Operator IV 2 2 Department Total 29 29
COMMUNITY AND ECONOMIC DEVELOPMENT
Community & Economic Dev Director 1 1 Non‐Departmental Planning & Economic Dev Manager 1 1 Intern*** 0.48 0.48 Chief Building Official 1 1
Code Enforcement Inspector 1 1 FULL TIME EQUIVALENT POSITIONS 137.97 138.12 Assistant Planner/GIS Analyst 1 1
Associate Planner 1 1 * Part Time Community Development Technician 1 1 ** Seasonal (Rec Leaders include seasonal and year round) Permit Technician 1 1
Building Inspector I 1 1 ELECTED/APPOINTED OFFICIALS Community Development Specialist 1 1 Mayor & Councilmembers 5 5 Administrative Analyst I 1 1 Planning Commissioners 5 5 Management Analyst 1 1
Department Total 12 12
Summary of Funded Positions ‐ Full Time Equivalents
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0 Hourly Hourly Hourly Hourly Hourly Annual Annual Annual Annual Annual Position Hourly-1 Hourly-2 Hourly-3 Hourly-4 Hourly-5 Annual-1 Annual-2 Annual-3 Annual-4 Annual-5 CITY MANAGER 100 ‐ 102.93 ‐ ‐ ‐ 214,094.40 ‐ ‐ ‐ ‐ HUMAN RESOURCES ADMINISTRATOR 102 61.23 58.31 64.30 67.52 70.90 121,284.80 127,358.40 133,744.00 140,441.60 147,472.00 PARKS & RECREATION DIRECTOR 103 64.11 61.05 67.32 70.69 74.23 126,984.00 133,348.80 140,025.60 147,035.20 154,398.40 PLANNING DIRECTOR 106 66.26 63.10 69.58 73.06 76.72 131,248.00 137,820.80 144,726.40 151,964.80 159,577.60 FINANCE DIRECTOR/CITY TREASURER 107 65.42 62.30 68.70 72.14 75.75 129,584.00 136,073.60 142,896.00 150,051.20 157,560.00 PUB WORKS DIR/CITY ENGINE 108 72.50 69.04 76.13 79.94 83.94 143,603.20 150,800.00 158,350.40 166,275.20 174,595.20 POLICE CHIEF 109 74.40 70.85 78.12 82.03 86.14 147,368.00 154,752.00 162,489.60 170,622.40 179,171.20 ASSISTANT CITY MANAGER 110 72.92 69.44 76.57 80.40 84.42 144,435.20 151,673.60 159,265.60 167,232.00 175,593.60 CHIEF TECHNOLOGY OFFICER 111 61.92 58.97 65.02 68.28 71.70 122,657.60 128,793.60 135,241.60 142,022.40 149,136.00 DEPUTY CITY MANAGER 113 59.10 56.28 62.06 65.17 68.43 117,062.40 122,928.00 129,084.80 135,553.60 142,334.40 ASSISTANT FINANCE DIRECTOR 202 48.40 46.09 50.82 53.37 56.04 95,867.20 100,672.00 105,705.60 111,009.60 116,563.20 POLICE COMMANDER 205 62.01 59.05 65.12 68.38 71.80 122,824.00 128,980.80 135,449.60 142,230.40 149,344.00 ASSISTANT PUB WORKS DIRECTOR 207 59.10 56.28 62.06 65.17 68.43 117,062.40 122,928.00 129,084.80 135,553.60 142,334.40 CHIEF BUILDING OFFICIAL 208 45.54 43.37 47.82 50.22 52.74 90,209.60 94,723.20 99,465.60 104,457.60 109,699.20 ASSISTANT POLICE CHIEF 209 67.47 64.25 70.85 74.40 78.12 133,640.00 140,337.60 147,368.00 154,752.00 162,489.60 PLANNING COMMISSIONER 213 ‐ 50.00 ‐ ‐ ‐ PLANNING MANAGER 214 50.79 48.37 53.33 56.00 58.80 100,609.60 105,643.20 110,926.40 116,480.00 122,304.00 WATER OPERATIONS SUPERINTENDENT 215 55.17 52.54 57.93 60.83 63.88 109,283.20 114,753.60 120,494.40 126,526.40 132,870.40 PLANNER, ASSISTANT/GIS ANALYST 258 33.41 31.81 35.09 36.85 38.70 66,164.80 69,492.80 72,987.20 76,648.00 80,496.00 ENGINEERING TECH. SR. 259 34.25 32.61 35.97 37.77 39.66 67,828.80 71,240.00 74,817.60 78,561.60 82,492.80 PLANNER, ASSOCIATE 263 37.85 36.04 39.75 41.74 43.83 74,963.20 78,728.00 82,680.00 86,819.20 91,166.40 MANAGEMENT ANALYST 265 39.77 37.87 41.76 43.85 46.05 78,769.60 82,721.60 86,860.80 91,208.00 95,784.00 ACCOUNTANT 268 34.96 33.29 36.71 38.55 40.48 69,243.20 72,716.80 76,356.80 80,184.00 84,198.40 WATER SUPERVISOR 272 37.77 35.97 39.66 41.65 43.74 74,817.60 78,561.60 82,492.80 86,632.00 90,979.20 PURCHASING AGENT 273 39.77 37.87 41.76 43.85 46.05 78,769.60 82,721.60 86,860.80 91,208.00 95,784.00 SR. RECORDS SUPERVISOR 274 32.83 31.26 34.48 36.21 38.03 65,020.80 68,286.40 71,718.40 75,316.80 79,102.40 ADMINISTRATIVE ANALYST I 275 25.10 23.90 26.36 27.68 29.07 49,712.00 52,208.00 54,828.80 57,574.40 60,465.60 RECREATION SUPERVISOR 276 32.83 31.26 34.48 36.21 38.03 65,020.80 68,286.40 71,718.40 75,316.80 79,102.40 PARKS & FACILITIES SUPERVISOR 277 32.83 31.26 34.48 36.21 38.03 65,020.80 68,286.40 71,718.40 75,316.80 79,102.40 FLEET SUPERVISOR 278 32.83 31.26 34.48 36.21 38.03 65,020.80 68,286.40 71,718.40 75,316.80 79,102.40 STREETS MAINTENANCE SUPERVISOR 279 32.83 31.26 34.48 36.21 38.03 65,020.80 68,286.40 71,718.40 75,316.80 79,102.40 ADMINISTRATIVE ANALYST II 280 31.38 29.88 32.95 34.60 36.33 62,150.40 65,270.40 68,536.00 71,968.00 75,566.40 ASSOCIATE ENGINEER 281 44.63 42.50 46.87 49.22 51.69 88,400.00 92,830.40 97,489.60 102,377.60 107,515.20 EMERGENCY SERVICES COORDINATOR 282 34.96 33.29 36.71 38.55 40.48 69,243.20 72,716.80 76,356.80 80,184.00 84,198.40 CITY CLERK 283 32.83 31.26 34.48 36.21 38.03 65,020.80 68,286.40 71,718.40 75,316.80 79,102.40 CUSTODIAN 301 20.95 19.95 22.00 23.10 24.26 41,496.00 43,576.00 45,760.00 48,048.00 50,460.80 CUST SERVICES REP 302 20.95 19.95 22.00 23.10 24.26 41,496.00 43,576.00 45,760.00 48,048.00 50,460.80 WATER DISTRIBUTION OPERATOR I 304 25.18 23.98 26.44 27.77 29.16 49,878.40 52,374.40 54,995.20 57,761.60 60,652.80 ADMINISTRATIVE ASSISTANT 309 21.06 20.05 22.12 23.23 24.40 41,704.00 43,804.80 46,009.60 48,318.40 50,752.00 ANIMAL SERVICES COORDINAT 311 22.00 20.95 23.10 24.26 25.48 43,576.00 45,760.00 48,048.00 50,460.80 52,998.40 SR. ADMINISTRATIVE ASST. 313 22.11 21.05 23.22 24.39 25.61 43,784.00 45,988.80 48,297.60 50,731.20 53,268.80 WATER DISTRIBUTION OPERATOR II 314 26.43 25.17 27.76 29.15 30.61 52,353.60 54,974.40 57,740.80 60,632.00 63,668.80 MECHANIC I 315 22.34 21.27 23.46 24.64 25.88 44,241.60 46,467.20 48,796.80 51,251.20 53,830.40 WATER TREATMENT/PROD OPERATOR I 318 27.75 26.42 29.14 30.60 32.13 54,953.60 57,720.00 60,611.20 63,648.00 66,830.40 WATER TREATMENT/PROD OPERATOR II 320 29.15 27.76 30.61 32.15 33.76 57,740.80 60,632.00 63,668.80 66,872.00 70,220.80 WATER DIST OPERATOR III 321 27.75 26.42 29.14 30.60 32.13 54,953.60 57,720.00 60,611.20 63,648.00 66,830.40 LEAD WATER DIST OPERATOR 322 30.60 29.14 32.13 33.74 35.43 60,611.20 63,648.00 66,830.40 70,179.20 73,694.40 BUILDING INSPECTOR I 323 26.19 24.94 27.50 28.88 30.33 51,875.20 54,475.20 57,200.00 60,070.40 63,086.40 MECHANIC II 324 27.97 26.63 29.37 30.84 32.39 55,390.40 58,177.60 61,089.60 64,147.20 67,371.20 WATER DIST WORKER IV 325 29.15 27.76 30.61 32.15 33.76 57,740.80 60,632.00 63,668.80 66,872.00 70,220.80 BUILDING INSPECTOR II 326 31.82 30.30 33.42 35.10 36.86 63,024.00 66,185.60 69,513.60 73,008.00 76,668.80 ENGINEERING TECH/INSPECTO 328 25.80 24.57 27.09 28.45 29.88 51,105.60 53,664.00 56,347.20 59,176.00 62,150.40 SENIOR ACCOUNTING TECHNIC 329 23.37 22.25 24.54 25.77 27.06 46,280.00 48,609.60 51,043.20 53,601.60 56,284.80 EQUIPMENT MAINT LEADWORK 330 30.15 28.71 31.66 33.25 34.92 59,716.80 62,712.00 65,852.80 69,160.00 72,633.60 FACILITIES MAINT LEADWORK 331 24.81 23.62 26.06 27.37 28.74 49,129.60 51,604.80 54,204.80 56,929.60 59,779.20 FAC MAINT WRK I 332 20.95 19.95 22.00 23.10 24.26 41,496.00 43,576.00 45,760.00 48,048.00 50,460.80 FAC MAINT WRK II 333 23.00 21.90 24.15 25.36 26.63 45,552.00 47,840.00 50,232.00 52,748.80 55,390.40 MAINTENANCE WRK I 334 20.95 19.95 22.00 23.10 24.26 41,496.00 43,576.00 45,760.00 48,048.00 50,460.80 MAINTANENCE WRK II 335 23.00 21.90 24.15 25.36 26.63 45,552.00 47,840.00 50,232.00 52,748.80 55,390.40 LEAD WATER TREAT & PROD OPERATOR 336 30.59 29.13 32.12 33.73 35.42 60,590.40 63,627.20 66,809.60 70,158.40 73,673.60 STREET MAINT LEADWORKER 339 24.81 23.62 26.06 27.37 28.74 49,129.60 51,604.80 54,204.80 56,929.60 59,779.20 WASTEWATER LEADWORKER 340 24.43 23.26 25.66 26.95 28.30 48,380.80 50,814.40 53,372.80 56,056.00 58,864.00 WASTEWATER COLL WRK I 341 20.95 19.95 22.00 23.10 24.26 41,496.00 43,576.00 45,760.00 48,048.00 50,460.80 WASTEWATER COLL WRK I 342 23.00 21.90 24.15 25.36 26.63 45,552.00 47,840.00 50,232.00 52,748.80 55,390.40 COMMUNITY DEVELOPMENT TECHNICIAN 343 25.80 24.57 27.09 28.45 29.88 51,105.60 53,664.00 56,347.20 59,176.00 62,150.40 FY 2023/24 SALARY SCHEDULE
350
0 Hourly Hourly Hourly Hourly Hourly Annual Annual Annual Annual Annual Position Hourly-1 Hourly-2 Hourly-3 Hourly-4 Hourly-5 Annual-1 Annual-2 Annual-3 Annual-4 Annual-5 FY 2023/24 SALARY SCHEDULE
RECREATION PROGRAM COORDINATOR 344 21.25 20.23 22.32 23.44 24.62 42,078.40 44,200.00 46,425.60 48,755.20 51,209.60 PERMIT TECHNICIAN 345 29.35 27.95 30.82 32.37 33.99 58,136.00 61,048.00 64,105.60 67,329.60 70,699.20 ENGINEERING TECH I 346 25.48 24.26 26.76 28.10 29.51 50,460.80 52,998.40 55,660.80 58,448.00 61,380.80 ENGINEERING TECH II 347 29.49 28.08 30.97 32.52 34.15 58,406.40 61,339.20 64,417.60 67,641.60 71,032.00 LEAD PARK AND ABATEMENT SPECIALIST 348 21.25 20.23 22.32 23.44 24.62 42,078.40 44,200.00 46,425.60 48,755.20 51,209.60 ACCOUNTING SPECIALIST 349 25.25 24.04 26.52 27.85 29.25 50,003.20 52,520.00 55,161.60 57,928.00 60,840.00 WATER SYSTEMS OPERATOR I 350 29.14 27.75 30.60 32.13 33.74 57,720.00 60,611.20 63,648.00 66,830.40 70,179.20 WATER SYSTEMS OPERATOR II 351 30.60 29.14 32.13 33.74 35.43 60,611.20 63,648.00 66,830.40 70,179.20 73,694.40 WATER SYSTEMS OPERATOR III 352 32.13 30.60 33.74 35.43 37.21 63,648.00 66,830.40 70,179.20 73,694.40 77,396.80 WATER SYSTEMS OPERATOR IV 353 33.74 32.13 35.43 37.21 39.08 66,830.40 70,179.20 73,694.40 77,396.80 81,286.40 LEAD WATER SYSTEMS OPERATOR 354 35.43 33.74 37.21 39.08 41.04 PUBLIC SAFETY DISP CLERK 401 26.12 24.87 27.43 28.81 30.26 51,729.60 54,329.60 57,054.40 59,924.80 62,940.80 PUB SAFETY DISPATCH SUPER 402 33.77 32.16 35.46 37.24 39.11 66,892.80 70,241.60 73,756.80 77,459.20 81,348.80 POLICE OFFICER 403 38.97 37.11 40.92 42.97 45.12 77,188.80 81,057.60 85,113.60 89,377.60 93,849.60 POLICE SENIOR 405 43.63 41.55 45.82 48.12 50.53 86,424.00 90,750.40 95,305.60 100,089.60 105,102.40 POLICE SERGEANT 406 50.80 48.38 53.34 56.01 58.82 100,630.40 105,664.00 110,947.20 116,500.80 122,345.60 POLICE RECRUIT 407 ‐ 26.42 ‐ ‐ ‐ 54,953.60 ‐ ‐ ‐ ‐ COMMUNITY SERVICES OFFICE 501 21.17 20.16 22.23 23.35 24.52 41,932.80 44,033.60 46,238.40 48,568.00 51,001.60 EVIDENCE & PROPERTY TECHNICIAN 502 23.45 22.33 24.63 25.87 27.17 46,446.40 48,776.00 51,230.40 53,809.60 56,513.60 RECORDS TECHNICIAN 503 20.95 19.95 22.00 23.10 24.26 41,496.00 43,576.00 45,760.00 48,048.00 50,460.80 IT SUPPORT ANALYST 703 36.07 34.35 37.88 39.78 41.77 71,448.00 75,025.60 78,790.40 82,742.40 86,881.60 PAYROLL SPECIALIST 704 25.25 24.04 26.52 27.85 29.25 50,003.20 52,520.00 55,161.60 57,928.00 60,840.00 EXECUTIVE ASSISTANT 705 23.91 22.77 25.11 26.37 27.69 47,361.60 49,732.80 52,228.80 54,849.60 57,595.20 HUMAN RESOURCES ANALYST 706 36.07 34.35 37.88 39.78 41.77 71,448.00 75,025.60 78,790.40 82,742.40 86,881.60 HUMAN RESOURCE TECHNICIAN 707 25.25 24.04 26.52 27.85 29.25 50,003.20 52,520.00 55,161.60 57,928.00 60,840.00 RECREATION LEADER II 801 16.86 16.05 17.71 18.60 19.53 33,384.00 35,068.80 36,836.80 38,688.00 40,622.40 RECREATION LEADER III 802 17.71 16.86 18.60 19.53 20.51 35,068.80 36,836.80 38,688.00 40,622.40 42,660.80 COMM SERVICE OFFICER 803 16.86 16.05 17.71 18.60 19.53 33,384.00 35,068.80 36,836.80 38,688.00 40,622.40 NUTRITION COORDINATOR 804 16.86 16.05 17.71 18.60 19.53 33,384.00 35,068.80 36,836.80 38,688.00 40,622.40 FACILITY ATTENDANT 806 18.02 17.16 18.93 19.88 20.88 SENIOR COORDINATOR 808 21.25 20.23 22.32 23.44 24.62 SECRETARY II 809 22.75 21.66 23.89 25.09 26.35 45,052.80 47,320.00 49,691.20 52,187.20 54,808.00 POLICE RESERVE 810 26.70
CITY INTERN 811 16.86 16.05 17.71 18.60 19.53 PARK ABATEMENT SPECIALIST 816 20.02 19.06 21.03 22.09 23.20 POLICE CADET 818 16.86 16.05 17.71 18.60 19.53 PW FIELD TECHNICIAN 819 16.86 16.05 17.71 18.60 19.53 CRIMINAL INVESTIGATIVE ANALYST 820 38.69 36.84 40.63 42.67 44.81 MECHANIC HELPER 821 16.86 16.05 17.71 18.60 19.53 RECREATION LEADER I / CITY CORP TRAINEE 822 ‐ 16.05 ‐ ‐ ‐ CODE ENFORCEMENT INSPECTOR 823 29.35 27.95 30.82 32.37 33.99 COUNCILMEMBER 900 ‐ 600.00 ‐ ‐ ‐ Notes
10% Engineer's Certificate included in range 108 & 207
Rec Leader III will be adjusted at 5% above Rec Leader II should minimum wage increase DEPUTY CITY MANAGER pending approval. Rates highlighted subject to approval of Council on 11/1/2023 The law requires the lesser of 3.5 percent and the rate of change in the averages of the two most recent U.S. CPI‐W unless those averages are negative. If negative, no increase or decrease
Minimum wage of $16.05 is based on assumed increase of 3.5%. This change will only become effective if and when California law is changed requiring this increase
351
EXHIBIT D -
ORGANIZATIONAL
CHART
352
Deputy
City
Manager
Management
Fellow
Management
Fellow
Management
Fellow
PBID / Chamber Management Fellow
353
354
To: Honorable Mayor and Members of the City Council
From: Christy Ramirez, Finance Director
Subject: FISCAL REVIEW: FY 22/23 YEAR END AND FY 23/24 Q1 FOLLOW UP Date: November 1, 2023
Agenda Item: 11.C
CITY OF SANTA PAULA
MEMORANDUM
RECOMMENDATION:
Staff recommends that the City Council approve Resolution No. 7490 Amending the City’s Operating and CIP Budget for FY 2022/23 and FY 2023/24.
Presented by: Christy Ramirez, Finance Director
BACKGROUND:
On October 18, 2023, staff presented the unaudited ending figures for Fiscal Year 22/23 and the fiscal review of revenues and expenses in the first quarter of Fiscal Year 22/23. At that time, it was communicated that various budget adjustments were necessary and would be brought to Council at the subsequent meeting. The attached resolution proposes the adjustments previously discussed.
In addition, the Measure T Committee has since met with staff and has recommendations for the use of excess revenues. Following are recommendations incorporating the Committee's suggestions for the ending General Fund - Measure T fund balance. There is no anticipated surplus for the General Fund.
ANALYSIS:
GENERAL FUND
Various adjustments were recommended, with a net decrease of $953,970 in revenues offset by salary savings in FY 22/23. Budget adjustments for the revenue decreases are included in the attached resolution. Expense adjustments have not been included as they include over 260 line items, and are overall below their budgeted amounts.
A net increase in revenues is projected for FY 23/24 due to staff time reimbursement for work done on the Wastehauler Franchise Agreement, as well as Worker's Compensation reimbursements. No expense budget allocations are being requested at this time.
MEASURE T FUND SURPLUS
The original Measure T FY 22/23 budget, proposed in May 2021, included revenue projections of $3.5 million. As time progressed and the fears of an ongoing recession caused by COVID 355
shutdowns subsided, additional revenue was realized and staff returned to Council in October 2022 and February 2023 to increase projections by $700,000 for a total budget of $4.2 million.
No expense allocations were requested at this time.
In September 2023 staff was notified of the final sales tax payment for June 2023. The total amounted to an additional $466,000 above the amended revenue budget, for a year end total of $4,666,384.00, or $1,166,384 above the original revenue projection.
The projected ending fund balance of the Measure T fund is $977,998. The Measure T committee has recommended the use of the surplus fund balance as follows:
$55,000 - Youth allocation for increased funding for a van ($30,000) and playground resurfacing ($25,000).
$97,500 - Public Safety allocation for migration costs related to the new CAD system ($60,000) and computers for patrol vehicles ($37,500).
$325,498 - Streets allocation for road and repair work, advancing the timeline of the Pavement Management Plan schedule.
$500,000 - Interfund Loan to the Civic Facilities Fund for the Sports Park Construction Capital Improvement Project.
Interfund Loan
The Sports Park construction budget includes $5 million from Civic Facilities DIF fees which the City is entitled to in increments upon the completion of 500 homes and 1000 homes. $2.5 million has been received, and Council previously approved a $2 million interfund loan from the Deposits Fund. An additional $500,000 interfund loan is necessary to pay the final invoice received from the developer. If Council supports an interfund loan, staff will return with an agreement and repayment plan within 90 days, ensuring the Measure T surplus is made whole.
OTHER FUNDS
Recommendations to amend the budget allocations for both added revenues and expenses in the COPS Grant Fund and the Transportation Development Fund were recommended and are reflected in the attached resolution.
STRATEGIC PLAN:
While this item is not a direct goal or objective in City Council's two-year strategic plan, it is important to remain informed on the financial health of the City, and to provide information in a timely manner to the public
FISCAL IMPACTS:
The recommended adjustments will utilize the remaining Measure T fund balance, with $500,000 left as an asset (short term note receivable). There is an increase of $109,956 to the General Fund balance in FY 23/24 due to increased reimbursement related to worker's compensation and staff time reimbursement. A net zero increase is recommended for the TDA 356
Fund and COPS grant allocations.
OPTIONS:
Council may reject the recommended adjustments and provide staff with additional guidance.
ATTACHMENTS:
Budget Resolution 7490.docx
357
RESOLUTION NO. 7490
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA PAULA, CALIFORNIA, AMENDING THE CITY’S OPERATING AND CIP BUDGET FOR FISCAL YEAR 2022/23 AND FISCAL YEAR 2023/24.
The City Council for the City of Santa Paula does resolve as follows SECTION 1: The City Council adopted the FY 2021-2023 Two Year Operating Budget and Capital Improvement program on June 23, 2021, and the FY 2023- 2025 Two Year Operating Budget and Capital Improvement Program Budget on June 21, 2023.
SECTION 2: The City Manager has proposed a budget adjustment as described in the Council report dated November 1, 2023 for Fiscal Year 2022/23 and 2023/24 based on the determination by the City Manager that this adjustment is essential to the City’s operations.
SECTION 3: The City Council has reviewed the proposed budget adjustments for the year ending June 30, 2023, and for the first quarter ending September 30, 2023 and does hereby find the recommendation to be necessary and in the City’s best interest. .
SECTION 4: The City of Santa Paula’s operating and CIP Budget for Fiscal Year 2022/23 is hereby amended as follows:
ACCOUNT INCREASE
(CR REVENUE, DR EXPENSE)
DECREASE
(DR REVENUE, CR EXPENSE)
100-4-0500-5063 3,000
100-4-1000-1150 634,450
100-4-1000-1160 61,820
100-4-1000-1170 73,610
100-4-1000-1180 65,750
100-4-1000-1220 810
100-4-1000-1230 750
100-4-1000-1240 28,195
100-4-1000-2025 1,500
100-4-1000-5026 2,500
100-4-1000-5030 391,000
100-4-1000-5032 102,000
100-4-1000-5033 1,700
100-4-1000-5035 1,720
100-4-1000-5036 17,550
100-4-1000-5045 3,315
100-4-1000-5063 20,000
100-4-1000-6100 2,615
100-4-1000-6106 930
100-4-1500-1260 18,160
358
100-
4-1500-3030 2,440
100-4-1500-3031 2,500
100-4-1500-3050 27,400
100-4-1500-5061 1,390
100-4-1500-5062 500
100-4-1500-5063 414,545
100-4-1500-5450 7,785
100-4-2000-5063 3,000
100-4-2000-5321 3,765
100-4-2002-6106 60
100-4-3000-5030 5,640
100-4-3000-5063 14,550
100-4-3000-6100 645
100-4-4500-2010 635
100-4-4500-2020 20,920
100-4-4500-2025 400
100-4-4500-4040 13,485
100-4-4500-4046 14,605
100-4-4500-4279 25,000
100-4-4500-5020 1,530
100-4-4500-5047 9,640
100-4-4500-5048 76,360
100-4-4500-5049 4,630
100-4-4500-5056 1,740
100-4-4500-5061 11,135
100-4-4500-5063 213,870
100-4-4500-5085 350
100-4-4500-5460 25,000
100-4-4500-6100 1,000
100-4-4500-6105 22,000
100-4-4500-6106 18,500
100-4-4502-6106 11,745
100-4-5000-1201 8,820
100-4-5000-1202 210
100-4-5000-1210 26,415
100-4-5000-5045 500
100-4-5000-5061 9,335
100-4-5000-5063 3,000
100-4-5000-6106 2,045
100-4-7500-0010 286,800
100-4-7500-0020 15,000
100-4-7500-0150 175,130
100-4-7500-0200 7,810
100-4-7500-0500 50,430
100-4-7500-0550 184,180
100-4-7500-0600 17,885
100-4-7500-0650 5,415
100-4-7500-1100 2,760
359
100-4-7500-3030 3,495
100-4-7500-4013 6,670
100-4-7500-4015 18,785
100-4-7500-4050 4,055
100-4-7500-5060 1,195
100-4-7500-5081 685
100-4-7500-5099 28,750
100-4-7500-6100 32,300
100-4-7500-6101 245
100-4-7500-6157 6,900
100-4-7500-6300 3,850
103-4-1500-0201 2,040
104-4-1500-5061 665
104-4-4500-6106 10,500
104-4-7500-0151 466,385
104-4-7500-5082 35
115-4-1500-5401 11,020
115-4-1500-5410 2,640
115-4-1500-5420 28,000
115-4-1500-5460 18,100
*Increase – Credits (CR) Revenue and Debits (DR) Expense *Decrease – Debits (DR) Revenue and Credits (CR) Expense SECTION 5: The City of Santa Paula’s operating and CIP Budget for Fiscal Year 2023/24 is hereby amended as follows:
ACCOUNT NAME
INCREASE
(CR REVENUE, DR
EXPENSE)
DECREASE
(DR REVEUE, CR
EXPENSE)
100-4-7500-5030 MISC – DEPT REIMB.
WASTE HAULERS FRANCHISE
REIMBURSEMENT 75,000
100-4-4500-6106 WORKERS COMPENSATION 34,956
281-4-5000-0230 TDA ARTICLE 8A 23,430
281-5-9285-660 CONSTRUCTION – STREET
REPAIR 23,430
311-4-4500-4244 SLESF-COPS GRANT 26,159
311-5-4521-209 CONSTRUCTION PLAN
CHECKING 26,159
*Increase – Credits (CR) Revenue and Debits (DR) Expense *Decrease – Debits (DR) Revenue and Credits (CR) Expense SECTION 6: The City Clerk will certify to the passage and adoption of this Resolution; will enter the same in the book of original Resolutions of the City of Santa Paula, and will 360
make a minute of the passage and adoption thereof in the record of proceedings of the City Council of said City in the minutes of the meeting at which the same is passed and adopted.
PASSED, AND ADOPTED, this 1st day of November, 2023.
_____________________
Andy Sobel, Mayor
ATTEST:
_________________________
Julie Latshaw, City Clerk
Approved as to form:
_______________________________
Monica Castillo, City Attorney
Approved as to content:
_______________________________
Daniel A. Singer, City Manager
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To: Honorable Mayor and Members of the City Council
From: Dan Singer, City Manager
Subject: FUTURE AGENDA ITEMS
Date: November 1, 2023
Agenda Item: 12.A
CITY OF SANTA PAULA
MEMORANDUM
RECOMMENDATION:
Staff recommends City Council review future agenda items.
BACKGROUND:
The attached Future Agenda Items forecast identifies anticipated agenda items for upcoming Council meetings as well as Study Session topics and long-range discussion items. Placing this forecast on the agenda affords the Council and the public the opportunity to discuss such topics and to make any recommendations. It should be noted this is only a forecast and may change over the course of time or based on feedback by the Mayor and City Manager during review of future agendas.
ANALYSIS:
Should a member of the City Council wish to introduce a future agenda topic, it should be done in compliance with the Council's adopted Manual of Procedural Guidelines, Section 5.1.
Items introduced by a member of the Council during a Council meeting requires a second and should be reserved for time-sensitive matters needing attention within the proceeding 45 day period.
STRATEGIC PLAN:
FISCAL IMPACTS:
OPTIONS:
ATTACHMENTS:
11.1.23_Future Agenda Items.docx
362
Santa Paula City Council Tentative Agenda Schedule
Updated 11/25/2023
DEPARTMENT Wednesday, November 15, 2023 Proposed
Date
PD Ventura County Fire Department Report 11/15/23
PW Chloride Source Study Report 11/15/23
Admin City Managers Report 11/15/23
P&R City Hall Campus Security Fencing Construction Agreement 11/15/23 CDD Red Tail Tentative Track Map 11/15/23
PW Athens – Annual Recycling Awards 11/15/23
Admin Invocation Policy Update 11/15/23
PD Cops Grant Funds SLESF 11/15/23
Admin Employee Based Incentives 11/15/23
Wednesday, December 6, 2023
PR Visitor from the North Pole 12/6/23
PR Santa Paula Social Services Coalition 12/6/23
PW Public Works Department Report 12/6/23
CDD Lafco Application for Business Park West Project 12/6/23 Admin Selection Process for Mayor 12/6/23
Admin Crossing Guard Contract Award 12/6/23
PW Water Meter Purchasing Contract (3-year) 12/6/23
CDD Façade Improvement Program 12/6/23
Admin Strategic Plan Update 12/6/23
Admin Development Agreement Lewis Limoneira 12/6/23
Admin Appointments to the Mayor’s Standing and AdHoc Committees 12/6/23 Admin Adoption of 2024 Council Meeting Calendar 12/6/23
STUDY SESSION TOPICS
Admin No Smoking Ordinance March
P&R Oil Museum Use Options 11/15/23
Attorney Municipal Code Update Overview January
Finance Development Impact Fees February
FUTURE AGENDA ITEMS
PW Plans & Specifications for 8th Street Streetlight Repair Project Admin SoCal Edison Discussion
Finance Unclaimed Funds
CDD VCTC Update on Railroad
CDD Cultural Arts Update
CDD Housing Element Update
Finance Annual City Audit
363
Santa Paula City Council Tentative Agenda Schedule
Updated 11/25/2023
CDD ADU Ordinance
Legal Fire MOU Amendment
Finance Additional Revenue Options
Admin Expand Video Recordings to Commissions & Special Meetings CDD Appointment of Housing Trust Fund Oversite Committee 364