Agenda packet — Turlock City Council, December 10, 2024 (part 6 of 7)

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 10th day of December, 2024, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

ATTEST:
__________________________
Julie Christel, City Clerk,
City of Turlock, County of Stanislaus,
State of California
Enterprise Service Agreement v 240607 CONFIDENTIAL Page 1 of 16 © 2016-2024 Charter Communications, all rights reserved

SPECTRUM ENTERPRISE SERVICE AGREEMENT
The customer identified below (“Customer”) hereby acknowledges and agrees to the Commercial Terms of Service attached hereto (“Terms of Service”) with respect to any service order(s) placed by Customer and accepted by Spectrum hereafter (each, a “Service Order”), which together with this agreement constitute the “Service Agreement” by and between Customer and Charter Communications Operating, LLC on behalf of those operating subsidiaries providing the services hereunder (“Spectrum”).

Agreement
BY EXECUTING THIS SERVICE AGREEMENT BELOW, CUSTOMER ACKNOWLEDGES THAT: (1) CUSTOMER ACCEPTS

AND AGREES TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION SECTION THEREOF, WHICH

PROVIDES THAT THE PARTIES DESIRE TO RESOLVE ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AGREEMENT THROUGH ARBITRATION; AND (2) BY AGREEING TO ARBITRATION, CUSTOMER IS GIVING UP VARIOUS RIGHTS, INCLUDING THE RIGHT TO TRIAL BY JURY AND TO BRING CLAIMS AS CLASS ACTIONS.

Authorized Signature for Customer Charter Communications Operating, LLC By: Charter Communications, Inc., its Manager
By: By:

Name: Reagan M. Wilson Name:

Title: City Manager Title:

Date: Date:

Spectrum Sales Support Contact Information
Spectrum Account Executive: Tom Phillips
Office: (408) 846-3775 Mobile: (408) 846-3775
Email: [email protected]
Customer Information
Customer Name (Exact Legal Name): City of Turlock
Street Address: 156 S. Broadway Suite: 112 City: Turlock State: CA Zip: 95380 Customer’s Main Tel. No.: (209) 668-6024
Customer Contact Name: Janelle
Rodrigues
Email: [email protected] Tel No: (209) 668-6024
Billing Address: 156 S. Broadway Suite: 112 City: Turlock State: CA Zip: 95380 Billing Contact Name: Janelle
Rodrigues
Email: [email protected] Tel No: (209) 668-6024
Enterprise Terms of Service v 240607 CONFIDENTIAL Page 2 of 16 © 2016-2024 Charter Communications, all rights reserved By:

Name: Nick Showalter
Title: IT Director
Date:

APPROVED AS TO FORM:

BY:

Name: George A. Petrulakis
Title: City Attorney
Date:

ATTEST:

By:

Name: Julie Christel
Title: City Clerk
Date:

COMMERCIAL TERMS OF SERVICE
These Terms of Service include all Service Attachments (defined below), any applicable Service Level Agreements, and all other documents identified hereunder, each of which are incorporated herein by reference. The Service Attachments further describe Spectrum’s services (each a “Service” and collectively the “Services”) and set forth additional terms and conditions for the applicable Service. Spectrum and Customer may each be referred to herein as a “Party” and collectively as the “Parties.”

GENERAL

1. SERVICE AGREEMENT TERM. The Service Agreement shall be effective upon the earlier to occur of (a) the latest date of the signatures of the Parties; or (b) Spectrum’s commencement of performance (the “Effective Date”). The Service Agreement shall remain in effect until the expiration or proper termination of the final existing Service Order entered into under this Service Agreement (the “Term”).

2. SERVICES. Customer shall request Services hereunder by submitting Service Orders in a manner required by Spectrum. All submitted Service Orders are subject to approval and acceptance by Spectrum. Upon Spectrum’s acceptance of a Service Order, as indicated by: (a) Spectrum’s written acceptance, (b) Spectrum’s delivery of the Services, or (c) commencement of installation, such Service Order shall be deemed incorporated into the Service Agreement. Spectrum shall provide the Services to Customer at the Service address(es) specified in the applicable Service Order (“Service Location(s)”).

3. ORDER TERM. The “Initial Order Term” is the time period starting on the date the Services are functional in all material respects and available for use (the “Billing Start Date”), and continuing for the period of time specified in the Service Order(s).

If no Initial Order Term is specified in a Service Order, the Initial Order Term is twelve (12) months from the Billing Start Date.

Upon expiration of the Initial Order Term, the applicable Service Order shall automatically renew for successive one-month terms (each a “Renewal Order Term”, collectively with the Initial Order Term, the “Order Term”), unless either Spectrum or Customer elects to not renew the Service Order by notice provided to the other at least thirty (30) days in advance of the expiration of the then-current Order Term.

4. AVAILABILITY OF FACILITIES. Customer understands that certain Services, or certain features, may not be available in all Spectrum service areas, may change from time to time and Spectrum may decline to provide any requested Services.

Spectrum’s ability to provide Services depends upon its ability to secure and retain, without additional expense, suitable facilities, third-party connections, and rights to construct and maintain necessary facilities such as pole attachments and conduits to serve the Service Location. If Spectrum is unable to secure and retain such items in accordance with the foregoing, Spectrum may decline to accept or cancel a Service Order upon notice to Customer in accordance with Section 5(f). Spectrum may act as Customer's agent for ordering access connection facilities provided by other providers or entities when authorized by Customer to allow connection of a Service Location to the Network.

5. SERVICE LOCATION ACCESS AND INSTALLATION.
(a) Access. Spectrum requires reasonable access to each Service Location at any time throughout the Term as necessary for Spectrum to provide the Services and to review, install, inspect, maintain, repair, or remove any Spectrum-provided cabling, wiring, modems, related splitters, routers or other equipment (“Spectrum Equipment”) used to provide the Services. If Customer owns or controls the Service Location(s), Customer hereby grants Spectrum permission to enter the Service Location(s) in order for Spectrum to fulfill its obligations and exercise its rights under the Service Agreement. If a Service Location is not owned or controlled by Customer, Customer will obtain, with Spectrum's reasonable assistance, appropriate right of access. If such right of access for Spectrum is not obtained by either Party, then Spectrum may decline Customer’s request for Services, or terminate or amend the affected Service Order with respect to the Service Location that Spectrum cannot access, without any liability to Customer.
(b) Installation Review. Spectrum may perform, either before or after acceptance of a Service Order, an installation review (including a review of Customer’s inside wiring) of each proposed Service Location prior to installation of the Services to determine the serviceability of such network location and/or the need to extend Spectrum’s facilities, fiber optic cable, electronics, or other equipment (collectively, the “Network”) to provide the Services at the Service Location. (c) Site Preparation. Customer shall be responsible for necessary preparations at the Service Location(s) for delivery and installation of Spectrum Equipment and the installation and ongoing provision of Services, including the relocation of Customer’s equipment, furniture, and furnishings as necessary to access the Spectrum Equipment or Services.

Enterprise Terms of Service v 240607 CONFIDENTIAL Page 4 of 16 © 2016-2024 Charter Communications, all rights reserved In addition, Customer shall provide Spectrum with floor space, rack space, other space, wiring (except if wiring is to be provided by Spectrum as set forth below), and clean power all as is reasonably necessary for the installation, operation, and delivery of Spectrum Equipment and Services at the Service Location(s). Notwithstanding the foregoing, any wiring that Spectrum installs between the point of entry into the building at the Service Location to the applicable network interface device (“NID”) is referred to herein as “Demarc Wiring.” Any wiring from the NID to the terminating equipment at the Service Location (e.g., cameras, WiFi access points, phones, etc.) is referred to herein as “Inside Wiring.” Spectrum will install Demarc Wiring as necessary in connection with installation of the Service. Additionally, Spectrum offers a wiring installation service related to certain Services, whereby Spectrum will install Inside Wiring if selected by Customer and Customer enters a Service Order for such installation.

With regard to both Demarc Wiring and Inside Wiring that Spectrum installs, such wiring is considered part of the Spectrum Equipment.

Customer shall not charge Spectrum, and shall ensure that Spectrum does not incur, any fees or expenses whatsoever in connection with Customer’s provision of space, power, inside wiring, or access as described herein, or otherwise in connection with Customer’s performance of its obligations pursuant to this section; and any such fees or expenses charged by any other end user accessing or using the Services (“End User”) shall be borne solely by Customer. Any failure or refusal by Customer to be ready to receive Services shall not release Customer from its obligation to pay Service Charges (defined below) for any Services that would otherwise be available for Customer’s use. (d) Installation. Spectrum will schedule one or more installation visits with Customer. At Customer’s request, Spectrum may perform installation or maintenance on weekends or times other than during normal business hours; provided, however, Customer may be assessed reasonable, additional Service Charges based on Spectrum’s actual incurred labor, material or other costs for such non-routine installation or maintenance. Customer’s authorized representative must be present during installation.

If Spectrum is unable to install the Service as a result of (i) Customer’s (or any End User’s) failure to deliver any required materials, support or information to Spectrum; (ii) Customer’s (or any End User’s) failure to provide access to a Service Location; (iii) Spectrum’s inability to obtain access to equipment at the Service Location as necessary for installation of the Service, or (iv) Customer’s Equipment (as defined herein) being inadequate to interconnect with the Services, then Customer shall pay Spectrum a Service Charge at Spectrum’s then prevailing rates for any installation trip made by Spectrum and an additional Service Charge for each subsequent trip necessary to perform the Service installation. In addition, if Spectrum’s installation of the Service is delayed as a result of Customer’s actions or inactions as set forth above or if Customer is otherwise refusing or not ready to receive Services, then Spectrum will notify Customer that Spectrum is ready to finalize installation of the Services (the “Ready Notice”) and may begin invoicing Service Charges as set forth in Section 7 upon the earlier of the Billing Start Date or sixty (60) days after the date of the Ready Notice.

Customer shall perform interconnection of the Services and Spectrum Equipment with any Customer- provided or End User equipment (collectively, “Customer Equipment”), unless otherwise set forth in a Service Attachment or agreed in writing between the Parties, and shall conform its Customer Equipment and software, and ensure that each End User conforms its equipment and software, to the technical specifications for the Service provided by Spectrum. (e) Spectrum shall be responsible for reasonable restoration efforts necessary to address any displacement resulting from excavation and for those damages directly caused by Spectrum’s faulty workmanship or installation of the Service, provided that the boring of holes or insertion of fasteners through the surface of walls for attachment of peripheral equipment will not be deemed damages but rather part of normal workmanship. If the installation and maintenance of Services at the Service Locations is or becomes, in Spectrum’s sole opinion, hazardous or dangerous to Spectrum’s employees or Network, the public, or property, including without limitation due to the presence of asbestos or other hazardous materials, Spectrum may refuse to install and maintain such Service or stop providing Services until such time as the condition is remedied or an alternative Service Location is designated that is not hazardous or dangerous. Customer shall bear any additional costs incurred by Spectrum arising from any such hazardous or dangerous conditions.

Enterprise Terms of Service v 240607 CONFIDENTIAL Page 5 of 16 © 2016-2024 Charter Communications, all rights reserved (f) Service Order Revisions and Cancellations. If, either before or after a Service Order is executed, or during the course of this Service Agreement, Spectrum determines that: (i) there is a lack of available service, facilities, or other items as detailed in Section 4, or the criteria outlined in Section 5 are not met; (ii) additional work is necessary to enable Spectrum to deliver the Services to the Service Location; (iii) access, transmission medium, equipment, adequate transmission capacity, services from or interconnection with the services or facilities of other providers, would require an additional cost or are unavailable; (iv) Customer’s inside wiring is causing signal leakage which violates the Federal Communications Commission’s guidelines; or (v) there is any other cause beyond Spectrum’s control that causes an adverse effect on Spectrum’s ability to provide the Service, then Spectrum may, at Spectrum’s sole discretion, either decline to accept or cancel a Service Order. Alternatively, Spectrum will notify Customer of any additional Service Charges in excess of the amounts previously specified in a quote or Service Order.

If Spectrum notifies Customer that additional Service Charges will apply and if Customer does not agree to pay such Service Charges by executing a revised Service Order within five (5) business days of receiving the same, Customer and Spectrum shall each have the right to cancel the applicable Service at the applicable Service Location or, if no Service Order has been executed, Spectrum has the right to decline to accept a pending Service Order.

6. EQUIPMENT.
(a) Equipment Responsibilities and Safeguards. Spectrum shall use commercially reasonable efforts to maintain and secure the Spectrum Equipment used by Spectrum to provide Services to Customer. Except as otherwise provided in this Service Agreement or any Service Order(s), Customer shall be responsible for the maintenance or repair of any cable, electronics, structures, equipment, or materials owned or provided by Customer. Customer shall not, and shall not cause any third party to, move, modify, disturb, alter, remove, relocate to another Service Location, install software on the Spectrum Equipment not provided by Spectrum, or otherwise tamper with or use any portion of the Spectrum Equipment without the prior consent of Spectrum. Customer shall be responsible for loss or damage to the Spectrum Equipment while at Customer's or an End User’s facilities. Customer shall also ensure that all Spectrum Equipment at Customer’s and End Users’ Service Location(s) remains free and clear of all liens and encumbrances.
(b) Customer Security Responsibilities. Customer shall be responsible for all access to and use of the Service, including whether or not Customer has knowledge of or authorizes such access or use. Customer shall be responsible for the implementation of reasonable security measures and procedures with respect to use of and access to the Service Location, Service, and Spectrum Equipment. Customer shall secure and maintain any and all Customer Equipment, including, but not limited to, Private Branch Exchanges (including other non-Spectrum switches, collectively, “PBXs”), where applicable, and any applications accessible through use of Customer Equipment, and shall be solely responsible for any conduct through and any charges incurred on Customer’s Service account, regardless of whether such activity or charges are authorized by Customer management or involve fraudulent activity until such time as Customer informs Spectrum of any fraudulent or unauthorized access. Without limiting Customer’s responsibilities, Spectrum has the right to implement reasonable measures to track, manage, and secure the connection between any Customer Equipment or applications used by Customer, End Users, or any third party who accesses the Customer Equipment and the Spectrum Network, including without limitation authentication or other security access procedures. Spectrum may suspend any affected Services if Spectrum discovers or becomes aware of any breach or compromise of the security of any Customer Equipment, Service, Service Location, Spectrum Equipment, or connection to the Spectrum Network.
(c) Equipment Return, Retrieval, Repair, and Replacement. Upon termination or expiration of this Service Agreement or Service Order(s) (“Termination”): Customer shall immediately cease all use of and promptly return, if applicable, to Spectrum any software or software services provided by Spectrum (“Software”). Additionally at the discretion and direction of Spectrum:
(x) Customer shall return the Spectrum Equipment to Spectrum; (y) Customer shall allow Spectrum to retrieve the Spectrum Equipment, which Spectrum Equipment must be in the condition in which the Spectrum Equipment was originally received by Customer, subject to ordinary wear and tear; or (z) Spectrum may choose not to recover all or certain portions of the Spectrum Equipment at the Customer’s Location.

If, upon Spectrum’s request, Customer fails to return the Spectrum Equipment, or does not allow Spectrum to retrieve the Spectrum Equipment within fifteen (15) days after Services are terminated, Spectrum may, at its discretion charge Customer an amount equal to: (i) Spectrum’s then-applicable unreturned equipment charge, or the retail cost of replacement of the unreturned Spectrum Equipment; plus (ii) any and all costs and expenses incurred by Spectrum in obtaining or attempting to regain possession of the Spectrum Equipment. If applicable, Customer shall pay for the repair or replacement of any damaged Spectrum Equipment, except such repairs or replacements as may be necessary due to normal and ordinary wear and tear or material or workmanship defects. The proper disposition of any Spectrum Equipment that is not returned to, or recovered by, Spectrum will be the sole responsibility of Customer, and must be in accordance with applicable laws. The foregoing Customer obligations will survive the termination of Service.

7. STANDARD PAYMENT TERMS. Customer shall pay recurring and non-recurring charges, taxes, and fees for the Services in the amount specified on the Service Order and other applicable charges as described in this Service Agreement (collectively, “Service Charges”).

Enterprise Terms of Service v 240607 CONFIDENTIAL Page 6 of 16 © 2016-2024 Charter Communications, all rights reserved (a) Charges. Spectrum invoices for monthly recurring charges specific to the Service(s) (“MRCs”), plus applicable taxes, fees, and surcharges, in advance on a monthly basis. Spectrum invoices for non-recurring, one-time charges (“OTCs”), such as construction or installation charges, after the Billing Start Date or as specified in the Service Order or as otherwise provided herein. All other charges, including usage-based charges (e.g., phone usage, pay-per view charges), will be invoiced monthly in arrears. Service Charges are payable within thirty (30) days after the date appearing on the invoice. If Spectrum fails to present a Service Charge in a timely manner, such failure shall not constitute a waiver of the charges for the Services to which it relates, and Customer shall be responsible for and pay such Service Charges when invoiced in accordance with these payment terms. Spectrum shall have the right to increase MRCs for each Service after the Initial Order Term for such Service upon thirty (30) days’ notice to Customer.
(b) Taxes, Surcharges, and Fees. Customer shall pay all applicable taxes, fees, or surcharges imposed on or in connection with the Services that are the subject of this Service Agreement, including but not limited to applicable federal, state, and local sales, use, excise, telecommunications, or other taxes, franchise fees, federal and state universal service fund fees, and other state or local governmental charges or regulatory fees, excluding income taxes measured on Spectrum’s net income. If a Customer wishes to claim tax-exempt status, then Customer must supply Spectrum with a copy of Customer’s tax exemption certificate or other documentation supporting Customer’s certification of its entitlement to such exempt status within fifteen (15) days of installation of applicable Services. If Customer supplies such documentation after that time, Spectrum will apply it to Customer’s account on a prospective basis, allowing Spectrum at least thirty (30) days for processing. To the extent such documentation is held invalid for any reason, Customer agrees to pay or reimburse Spectrum for any tax or fee not collected or liability incurred, including without limitation related interest and penalties arising from Spectrum’s reliance on such invalid certificate or documentation.

Customer hereby consents that Spectrum may disclose such written documentation, which may include a tax exemption form, to any governmental authority. Tax-exempt status shall not relieve Customer of its obligation to pay applicable franchise fees or other non-tax fees and surcharges since the application of such fees and surcharges may not be governed by the tax standing of Customer. Spectrum reserves the right, from time to time, to change the surcharges for Services under this Service Agreement to reflect incurred costs, charges, or obligations imposed on Spectrum to the extent permitted, required, or otherwise not prohibited under applicable law (e.g., universal service fund charges). Furthermore, Spectrum shall have the right to collect or recover from Customer the amount of any federal, state, or local fees or taxes arising as a result of this Service Agreement, which are imposed on Spectrum or its services, or otherwise assessed or calculated based on Spectrum’s receipts from Customer that Spectrum is entitled under applicable law to pass through to or otherwise charge Customer for Customer’s use or receipt of the Services. Such fees or taxes shall be invoiced to Customer in the form of a surcharge included on Customer’s invoice.

To the extent that a dispute arises under this Service Agreement as to which Party is liable for fees or taxes, Customer shall bear the burden of proof in showing that the fee or tax is imposed upon Spectrum’s net income. This burden may be satisfied by Customer producing written documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on Spectrum’s net income. Customer acknowledges that currently, and from time to time, there is uncertainty about the taxability or regulatory classification of some of the Services Spectrum provides and, consequently, uncertainty about what fees, taxes and surcharges are due to or from Spectrum or from its customers. Customer agrees that Spectrum has the right to determine, in its sole discretion, what fees, taxes, and surcharges are due and to collect and remit them to the relevant governmental authorities, or to pay and pass them through to Customer. Customer hereby waives any claims it may have regarding Spectrum’s collection or remittance of such fees, taxes, and surcharges. (c) Change Requests. Any charges associated with a Service, Spectrum Equipment or Customer Equipment installations, changes, or additions requested by Customer subsequent to executing a Service Order for the applicable Service Location are the sole financial responsibility of Customer. Spectrum shall notify Customer of any additional OTCs and/or adjustments to MRCs associated with or applicable to such Customer change requests prior to making any such change. Customer’s failure to accept such additional charges within five (5) business days of receiving such notice shall be deemed a rejection by Customer, and Spectrum shall not be required to perform any work giving rise to such charges. For accepted charges, Customer shall be assessed such additional OTCs and/or adjustments of the MRCs either (i) in advance of implementation of the change request or (ii) beginning on Customer’s next and/or subsequent invoice(s). (d) Site Visits and Repairs. If Spectrum visits a Service Location to either inspect the Services or respond to a service request, and Spectrum reasonably determines that the cause of the service issue is not due to a problem arising from the Network or Spectrum Equipment, but rather is due to Customer misuse, abuse, or modification of the Services, Customer Equipment or facilities, or due to similar acts by a third party not under Spectrum’s control or direction, then Spectrum may invoice Customer at Spectrum’s then-prevailing commercial rates for an on-site visit, plus any charges for Spectrum Equipment repair or replacement as a result of Customer or third-party damage that may be necessary.

Enterprise Terms of Service v 240607 CONFIDENTIAL Page 7 of 16 © 2016-2024 Charter Communications, all rights reserved (e) Invoicing Disputes; Late and Collection Fees. Customer must provide notice to Spectrum of any disputed charges within sixty (60) days of the invoice date on which the disputed charges appear for Customer to receive any credit that may be due. Customer must present a reasonable basis for disputing any amount charged. Undisputed amounts not paid within thirty (30) days of the invoice date shall be past due and subject to a late fee up to the lesser of 1.5% of the Service Charges per month or the maximum amount permitted by law. If Services are suspended due to late payment, Spectrum may require that Customer pay all past due charges, a reconnect fee, and one or more MRCs in advance before reconnecting Services. Spectrum may charge a reasonable service fee for all returned checks and bankcard, credit card or other charge card chargebacks.

Customer shall be responsible for all expenses, including reasonable attorney's fees and collection costs, incurred by Spectrum in collecting any unpaid amounts due under this Service Agreement. (f) Credit Verification. Spectrum shall have the right to verify Customer’s credit standing at any time. (g) Bundled Pricing. If Customer has selected a bundled offer, meaning a discounted MRC for receiving more than one Service (“Bundle”), then the following conditions shall apply:
i. In consideration for Customer’s purchase of all Services in the Bundle, and only with respect to that period of time during which Customer continues to purchase the specific Services in such Bundle and during which such Bundle is in effect, the correlating discount to the Services in such Bundle, ordered pursuant to the Spectrum program governing such Bundle, will be reflected in the MRC for the respective Services. ii. Upon Termination by Customer, for any reason other than a Spectrum Default, of any Service component of the applicable Bundle, the pricing for the remaining Service(s) shall revert to Spectrum’s unbundled pricing for such Service(s) in effect at the time of Termination. Termination liability applicable to the Services under this Service Agreement shall otherwise remain unchanged.

8. ADMINISTRATIVE WEBSITE. Spectrum may, at its sole option, make one or more administrative Websites, including without limitation https://spectrumenterprise.net/, available to Customer in connection with Customer’s use of the Services (each an “Administrative Website”). Spectrum may furnish Customer with one or more user identifications and/or passwords for use on the Administrative Website and Customer must promptly change any Spectrum-provided user identifications and passwords to a secure, Customer-designated user identification and password. Customer shall be responsible for the confidentiality and use of such user identifications and passwords, whether provided by Spectrum or designated by Customer, and any equipment or devices used to access any Administrative Website, and shall immediately notify Spectrum if there has been an unauthorized release, use, or other compromise of any user identification or password. In addition, Customer agrees that its authorized users shall keep confidential and not distribute any information or other materials made available by the Administrative Website.

Customer shall be solely responsible for all use of the Administrative Website. Spectrum shall not be liable for any loss, cost, expense, or other liability arising out of any Customer use of the Administrative Website.

Spectrum may change or discontinue the Administrative Website, or Customer’s right to use the Administrative Website, at any time. Any additional terms and policies applicable to Customer’s use of the Administrative Website will be posted on the site.

9. SUPPORT. Spectrum shall provide contact information for inquiries and remote problem support for the Services. All such Customer support shall be provided only to Customer’s designated personnel or as mutually agreed upon by Spectrum and Customer. Customer is responsible for all communications and support for its End Users. Customer shall provide routine operational support for Spectrum Equipment located at a Service Location, including without limitation, by performing reboots as requested by Spectrum. Customer is responsible for the installation, repair, and use of Customer Equipment, including without limitation, Customer-supplied third-party hardware, or software for the use of any Service or third-party services.

Spectrum does not support third-party hardware or software used in conjunction with third-party services or supplied by Customer. Any questions concerning third-party hardware or software should be directed to the provider of that product.

Spectrum assumes no liability or responsibility for the installation, maintenance, compatibility or performance of third-party software, or any Customer Equipment or Customer-supplied software with the Services. If such third-party equipment or software impairs the Services, Customer shall continue to pay all applicable Service Charges. If, at Customer’s request, Spectrum should attempt to resolve difficulties caused by such third-party equipment or software, such efforts shall be performed at Spectrum’s discretion and subject to Service Charges as set forth in Section 7.

10. CUSTOMER REPRESENTATIONS AND OBLIGATIONS
(a) Representations. Customer represents and warrants to Spectrum that: (i) Customer has the authority to execute, deliver and carry out the terms of this Service Agreement, and (ii) its End Users and any person who accesses any Services at the Service Location, will use the Service and Network for Customer’s internal business purposes and will comply with the terms of this Service Agreement.

Enterprise Terms of Service v 240607 CONFIDENTIAL Page 8 of 16 © 2016-2024 Charter Communications, all rights reserved (b) No Reselling. Customer shall not re-sell or re-distribute (whether for a fee or otherwise) access to the Service(s) or system capacity, or any part thereof, in any manner other than for Customer’s internal business without the express prior consent of Spectrum, including without limitation, any use to provide services for the benefit of, or on behalf of, any third party other than Customer or its End Users.
(c) No Illegal Purpose or Unauthorized Access. Customer shall not use or permit End Users or third parties to use the Service(s), including the Spectrum Equipment and Software, for any illegal purpose, or to achieve unauthorized access to any computer systems, software, data, or other copyright or patent protected material. (d) No Interference. Customer shall not interfere with or cause technical difficulties for other customers’ use of equipment or Services or interfere with or disrupt the Spectrum Network, backbone, nodes, other Services, or third-party providers.

Customer shall not install any equipment, including without limitation, any antenna or signal amplification system, at the Service Location that interferes with the Services.
(e) Applicable Laws. With respect to Customer’s and End Users’ use of the Service (including the transmission or use of any content via the Service), Customer shall comply, and shall ensure that its End Users comply, with all applicable laws and regulations in addition to the terms of this Service Agreement. Spectrum shall have the right to audit Customer's use of the Service remotely or otherwise, to ensure compliance with this Service Agreement. (f) Acceptable Use. As between the Parties, Customer is solely responsible for (i) all use (whether or not authorized) of the Service by Customer, any End User or any unauthorized person or entity, which use shall be deemed Customer’s use for purposes of this Service Agreement, (ii) all content that is viewed, stored or transmitted via the Service, as applicable, and (iii) all third-party charges incurred for merchandise and services accessed via the Service, if any. Customer shall not use, or allow the Services to be used, in any manner that would violate the applicable Spectrum Acceptable Use Policies or that would cause, or be likely to cause, Spectrum to qualify as a “Covered 911 Service Provider” as defined in 47 C.F.R. §9.19 or any successor provision of the rules of the Federal Communication Commission.

For avoidance of doubt, Customer and Spectrum agree that any failure to satisfy the covenants set forth in the preceding sentence shall constitute a material breach of the Service Agreement.

11. PERFORMANCE. Unless otherwise set forth in a Service Attachment or Service Level Agreement, Spectrum will use commercially reasonable efforts to provide the Services to Customer twenty-four (24) hours per day, seven (7) days per week.

It is possible, however, that there will be interruptions of Service. The Service may be unavailable from time-to-time either for scheduled or unscheduled maintenance, technical difficulties, or for other reasons beyond Spectrum’s reasonable control.

Temporary service interruptions or outages for such reasons, as well as service interruptions or outages caused by Customer, its agents and employees, or by a Force Majeure Event, shall not constitute a failure by Spectrum to perform its obligations under this Service Agreement.

12. MONITORING, EQUIPMENT UPGRADES AND NETWORK MODIFICATIONS. Spectrum has the right, but not the obligation, to upgrade, modify, and enhance the Spectrum Network and the Service and take any action that Spectrum deems appropriate to protect or improve the Service and its facilities. Spectrum shall have the right, but not the obligation, to monitor, record, and maintain oral communications with Customer regarding Customer’s account or Services for the purpose of service quality assurance, or as permitted under applicable law.

13. DEFAULT, SUSPENSION OF SERVICE, AND TERMINATION.
(a) Default. A Party shall be in default under this Service Agreement if it has failed to comply with the terms of this Service Agreement or any Service Orders, including without limitation the obligation to pay any amounts due, and such Party fails to correct each such noncompliance within thirty (30) days of receipt of notice from the non-defaulting Party describing in reasonable detail the default or noncompliance (“Default”). (b) Mutual Termination Rights. Either Party may terminate this Service Agreement or a Service Order if: (i) the other Party is in Default; or (ii) the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debts, initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a trading exchange.
(c) Termination for Convenience by Customer. Notwithstanding any other term or provision in this Service Agreement, Customer may terminate a Service Order, or this Service Agreement, at any time upon thirty (30) days prior notice to Spectrum, subject to payment of all outstanding amounts due, payment of any applicable Termination Charges (as defined below), and the return of any Spectrum Equipment.

Enterprise Terms of Service v 240607 CONFIDENTIAL Page 9 of 16 © 2016-2024 Charter Communications, all rights reserved (d) Spectrum’s Right to Suspend. Spectrum shall have the right, at its option, without prior notice, and in addition to any other rights of Spectrum expressly set forth in this Service Agreement and any other remedies it may have under applicable law to suspend Services or any component thereof if Customer fails to comply with any applicable laws or regulations or this Service Agreement, or if Customer or its End Users’ use of the Service is determined by Spectrum, in its sole discretion, to result in a material degradation of the Spectrum Network until Customer remedies any such noncompliance or degradation. Any suspension shall not affect Customer’s on-going obligation to pay Spectrum any amounts due under this Service Agreement. If Spectrum suspends any Service, Spectrum may require the payment of reconnect or other charges before restarting the suspended Service.
(e) Termination Charges. Upon Termination, Customer must pay all Services Charges then due for Services provided through the effective date of Termination. In addition, if Termination is due to Customer Default or for Customer’s convenience, Customer must pay Spectrum a termination charge (a “Termination Charge”), which the Parties recognize as liquidated damages and not as a penalty.

This Termination Charge shall be equal to 100% of the unpaid balance of all Service Charges that would have been due throughout the applicable Order Term, including, without limitation, the outstanding balance of any and all unpaid OTCs. The foregoing terms will also apply to any partial Termination impacting one or more Service Orders, but not the entire Service Agreement.
(f) Survival. The provisions of sections 6(c), 7(b), 7(e), 13(e), 13(f), 14, 15, 18-22 and the Service Attachments shall survive the termination or expiration of the Service Agreement.

14. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.
(a) DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE

AND SPECTRUM EQUIPMENT, AND USES THE SAME AT ITS OWN RISK, AND FOR ACCESS TO AND SECURITY OF CUSTOMER’S EQUIPMENT AND CUSTOMER’S NETWORK. SPECTRUM EXERCISES NO CONTROL OVER AND HAS NO

RESPONSIBILITY WHATSOEVER FOR THE APPLICATIONS OR CONTENT TRANSMITTED OR ACCESSIBLE THROUGH

THE SERVICE AND SPECTRUM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH APPLICATIONS OR CONTENT.

EXCEPT AS SPECIFICALLY SET FORTH IN THIS SERVICE AGREEMENT, THE SERVICE, SPECTRUM EQUIPMENT, AND ANY SPECTRUM MATERIALS ARE PROVIDED “AS IS, WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND,

EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT,

SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY SPECTRUM, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. SPECTRUM DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, PREVENT

UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT

DEGRADATION OF VOICE QUALITY OR WITHOUT LOSS OF CONTENT, DATA OR INFORMATION, OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THE SERVICE

AGREEMENT, SPECTRUM DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY SPECTRUM WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH, OR THROUGHPUT RATE. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE.

CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND

WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S OR ANY END USER’S EQUIPMENT OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR RESULTING FROM, CUSTOMER’S OR ANY END USER’S USE OF THE SERVICE,

INCLUDING, WITHOUT LIMITATION, VIA SENDING OR RECEIVING, UPLOADING OR DOWNLOADING, OR OTHER TRANSMISSION OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT SPECTRUM’S THIRD-PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER

THIS SERVICE AGREEMENT, AND SPECTRUM DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE

PROVIDERS UNDER THIS SERVICE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE

IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT.

Enterprise Terms of Service v 240607 CONFIDENTIAL Page 10 of 16 © 2016-2024 Charter Communications, all rights reserved (b) LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS SERVICE AGREEMENT TO THE

CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, ANY END USER, OR ANY THIRD PARTY FOR ANY

INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE DAMAGES (INCLUDING

LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS SERVICE AGREEMENT

OR THE PROVISION OF SERVICES, INCLUDING ANY SERVICE IMPLEMENTATION DELAYS OR FAILURES, UNDER ANY

THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY, MISREPRESENTATION, OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY OF CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS SERVICE AGREEMENT. SPECTRUM’S MAXIMUM LIABILITY TO CUSTOMER WITH REGARD TO ANY SERVICE

ORDER SHALL NOT EXCEED THE AMOUNT, EXCLUDING OTCS, PAID OR PAYABLE BY CUSTOMER TO SPECTRUM FOR THE APPLICABLE SERVICE ORDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. SPECTRUM SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR ANY OTHER

EMERGENCY SERVICES, THE INABILITY TO CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER

MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO CUSTOMER-PROVIDED EQUIPMENT, FACILITIES, OR SERVICES.

15. INDEMNIFICATION.
(a) CUSTOMER INDEMNIFICIATION. Unless prohibited under applicable law, Customer at its own expense, shall indemnify, defend, and hold harmless Spectrum, its affiliates, service providers, and suppliers, and their directors, employees, representatives, officers and agents (the “Indemnified Parties”) against any and all third-party claims, liabilities, lawsuits, damages, losses, judgments, costs, fees and expenses incurred by Indemnified Parties, including reasonable attorney and other professional fees and court costs incurred by Indemnified Parties, to the full extent that such arise from or relate to any one or more of the following:
i. Customer’s misuse of the Services;
ii. Customer’s failure to comply with any applicable law, order, rule, regulation or ordinance or this Service Agreement; or iii. Personal injury or tangible property damage caused by Customer’s or its employees’ or agents’ negligence or willful misconduct.
(b) SPECTRUM INDEMNIFICATION. Spectrum shall indemnify and defend the Customer and its directors, officers, agents and employees, from and against third party claims, liabilities, damages and expenses, including reasonable attorneys’ and other professionals’ fees, for bodily injury or tangible property damage directly caused by the gross negligence or willful misconduct of Spectrum, its employees or contractors, at the Service Location(s) as a direct result from Spectrum’s installation, removal or maintenance of the Spectrum Equipment.

Indemnified Parties shall have the right but not the obligation to participate in the defense of the claim, at the indemnified party’s cost.

16. COMPLIANCE WITH LAWS. As between the Parties, Spectrum shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Spectrum’s operation and provision of the Services as contemplated in the Service Agreement, and Customer shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Customer’s use of the Services as contemplated in the Service Agreement.

Unless specified otherwise in the Service Agreement, each Party shall give all notices, pay all fees and comply with all applicable laws, ordinances, rules and regulations relating to its performance obligations specified in the Service Agreement. The Service Agreement is subject to all applicable federal, state, or local laws and regulations in effect in the relevant jurisdiction(s) in which Spectrum provides the Services. If any provision of the Service Agreement contravenes or is in conflict with any such law or regulation, then the terms of such law or regulation shall take priority over the relevant provision of the Service Agreement. If the relevant law or regulation applies to some but not all of the Services being provided under the Service Agreement, then such law or regulation shall take priority over the relevant provision of the Service Agreement only for purposes of those Services to which the law or regulation applies. Except as explicitly stated in the Service Agreement, nothing contained in the Service Agreement shall constitute a waiver by Spectrum of any rights under applicable laws or regulations pertaining to the installation, construction, operation, maintenance, or removal of the Services, facilities or equipment.

17. REGULATORY CHANGES. In the event of any change in applicable law, regulation, decision, rule or order, including without limitation any new application of or increase in any government- or quasi-government-imposed fees or charges that increases the costs or other terms of Spectrum’s delivery of Service to Customer, or, in the event of any increase in pole attachment or conduit charges applicable to any facilities used by Spectrum in providing the Services, Customer acknowledges and agrees that Spectrum may pass through to Customer any such increased fees or costs, but only to the extent of the actual increase. Spectrum shall use commercially reasonable efforts to notify Customer at least thirty (30) days in advance of the increase. In such case, and if such increase materially increases the Service Charges payable by Customer under the Service Agreement for the applicable Service, Customer may, within thirty (30) days after notification of such increase, terminate the affected Service without an obligation to pay Termination Charges, provided Customer notifies Spectrum at least thirty (30) days in advance of Customer’s requested termination date. Further, in the event that Spectrum is required to file tariffs or rate schedules with a regulatory agency or otherwise publish or make generally available its rates in accordance with regulatory agency rules or policies respecting the delivery of the Services or any portion thereof, then the terms set forth in the applicable tariff or rate schedule shall govern Spectrum’s delivery of, and Customer’s use or consumption of the Services. In addition, if Spectrum determines that offering or providing the Services, or any part thereof, has become impracticable for legal or regulatory reasons or circumstances, then Spectrum may terminate the Service Agreement and any affected Service Orders without liability, by giving Customer thirty (30) days prior notice or any such notice as is required by law or regulation applicable to such determination.

18. ARBITRATION. This Service Agreement requires the use of arbitration to resolve disputes and otherwise limits the remedies available to Customer in the event of a dispute. Subject to the “Exclusions” paragraph below, Spectrum and Customer agree to arbitrate disputes and claims arising out of or relating to this Service Agreement, the Services, the Spectrum Equipment, Network, or marketing of the Services. Notwithstanding the foregoing, either Party may bring an individual action on any matter or subject in small claims court. The arbitrator of any dispute or claim brought under or in connection with this Service Agreement shall not have the power to award injunctive relief, which may only be sought in an appropriate court of law. No claim subject to arbitration under this Service Agreement may be combined with a claim subject to resolution before a court of law. THIS SERVICE AGREEMENT MEMORIALIZES A TRANSACTION IN INTERSTATE COMMERCE. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THESE ARBITRATION PROVISIONS. (a) A Party who intends to seek arbitration must first send to the other a written notice of intent to arbitrate, entitled “Notice of Intent to Arbitrate” (“Notice”). The Notice to Spectrum should be addressed to: VP and Associate General Counsel, Litigation, Charter Communications, 12405 Powerscourt Drive, St. Louis, MO 63131 (“Arbitration Notice Address”). The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. If the Parties do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, Customer or Spectrum may commence an arbitration proceeding, in which all issues are for the arbitrator to decide (including the scope of the arbitration clause), but the arbitrator shall be bound by the terms of this Service Agreement. The arbitration shall be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Service Agreement, and the arbitration shall be administered by the AAA. The AAA Rules and fee information are available at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Arbitration Notice Address.
(b) EACH PARTY SHALL BEAR THE COST OF ANY ARBITRATION FILING FEES AND ARBITRATOR’S FEES THAT

SUCH PARTY INCURS INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES OR EXPERT WITNESS COSTS UNLESS OTHERWISE REQUIRED UNDER APPLICABLE LAW. If the arbitrator’s award exceeds $75,000, either Party may appeal such award to a three-arbitrator panel administered by the AAA and selected according to the AAA Rules, by filing a written notice of appeal within thirty (30) days after the date of entry of the arbitration award. The appealing Party must provide the other Party with a copy of such appeal concurrently with its submission of the appeals notice to AAA. The three-arbitrator panel must issue its decision within one hundred twenty (120) days of the date of the appealing Party’s notice of appeal.

The decision of the three-arbitrator panel shall be final and binding, except for any appellate right which may exist under the Federal Arbitration Act. The Parties may agree that arbitration will be conducted solely on the basis of the documents submitted to the arbitrator, via a telephonic hearing, or by an in-person hearing as established by AAA rules. Unless Spectrum and Customer agree otherwise in writing, all hearings conducted as part of the arbitration shall take place in Sacramento, California. (c) CUSTOMER AGREES THAT, BY ENTERING INTO THIS SERVICE AGREEMENT, CUSTOMER AND SPECTRUM ARE WAIVING THE RIGHT TO A TRIAL BY JUDGE OR JURY. CUSTOMER AND SPECTRUM AGREE THAT CLAIMS MAY ONLY BE BROUGHT IN CUSTOMER’S INDIVIDUAL CAPACITY AND NOT ON BEHALF OF, OR AS PART OF, A CLASS ACTION OR REPRESENTATIVE PROCEEDING. Furthermore, unless both Customer and Spectrum agree otherwise in writing, the arbitrator may not consolidate proceedings or more than one person’s claims and may not otherwise preside over any form of representative or class proceeding.

Enterprise Terms of Service v 240607 CONFIDENTIAL Page 12 of 16 © 2016-2024 Charter Communications, all rights reserved (d) Severability. If any clause within these arbitration provisions is found to be illegal or unenforceable, that specific clause will be severed from these arbitration provisions, and the remainder of the arbitration provisions will be given full force and effect.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN THE EVENT SOME OR ALL OF THESE ARBITRATION

PROVISIONS IS DETERMINED TO BE UNENFORCEABLE FOR ANY REASON, OR IF A CLAIM IS BROUGHT THAT IS

FOUND BY A COURT TO BE EXCLUDED FROM THE SCOPE OF THESE ARBITRATION PROVISIONS, BOTH PARTIES AGREE TO WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY TRIAL BY JURY. For purposes of the foregoing sentence only, in the event such waiver is found to be unenforceable, it shall be severed from this Service Agreement, rendered null and void and of no further effect without affecting the rest of the arbitration provisions set forth herein. (e) EXCLUSIONS. CUSTOMER AND SPECTRUM AGREE THAT THE FOLLOWING CLAIMS OR DISPUTES SHALL NOT BE SUBJECT TO ARBITRATION:
i. ANY INDIVIDUAL ACTION BROUGHT BY CUSTOMER OR BY SPECTRUM ON ANY MATTER OR SUBJECT THAT IS WITHIN THE JURISDICTION OF A COURT THAT IS LIMITED TO ADJUDICATING SMALL CLAIMS. ii. ANY DISPUTE OVER THE VALIDITY OF ANY PARTY’S INTELLECTUAL PROPERTY RIGHTS. iii. ANY DISPUTE RELATED TO OR ARISING FROM ALLEGATIONS ASSOCIATED WITH UNAUTHORIZED USE OR RECEIPT OF SERVICE.

19. PROPRIETARY RIGHTS AND CONFIDENTIALITY.
(a) Spectrum’s Proprietary Rights. All materials including, but not limited to, any Spectrum Equipment (including related firmware), software, data and information provided by Spectrum, any identifiers or passwords used to access the Service or otherwise provided by Spectrum, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto, used by Spectrum to provide the Service (collectively “Spectrum Materials”) shall remain the sole and exclusive property of Spectrum or its suppliers and shall not become a fixture to the Service Location. Customer shall acquire no title to, interest or right (including intellectual property rights) in the Spectrum Materials by virtue of the payments provided for herein other than the limited, non-exclusive, and non-transferable license to use the Spectrum Materials solely for Customer's use of the Service.

Customer may not disassemble, decompile, reverse engineer, reproduce, modify, or distribute the Spectrum Materials, in whole or in part, or use them for the benefit of any third party.

Customer shall not cause or permit the disabling or circumvention of any security mechanism contained in or associated with the Services. All rights in the Spectrum Materials not expressly granted to Customer herein are reserved to Spectrum or its suppliers. Customer shall not open, alter, misuse, tamper with, or remove the Spectrum Equipment or Spectrum Materials as and where installed by Spectrum, and shall not remove any markings or labels from the Spectrum Equipment or Spectrum Materials indicating Spectrum (or its suppliers) ownership or serial numbers. (b) Confidentiality. Unless prohibited by the California Public Records Act, California Government Code section 7920 et seq., Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted herein, the Spectrum Materials and any other information and materials provided by Spectrum in connection with this Service Agreement, including but not limited to the contents of this Service Agreement and any Service Orders.

Customer may not issue a press release, public announcement, or other public statements regarding the Service Agreement without Spectrum’s prior consent.
(c) Software. If Software is provided to Customer hereunder, Spectrum grants Customer a limited, non-exclusive, and non-transferable license to use such Software, in object code form only, for the sole and limited purpose of using the Services for Customer’s internal business purposes during the Term. Customer shall not copy, reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any Software. Upon termination of a Service Order, the license to use any Software provided by Spectrum to Customer in connection with the Services provided under the Service Order shall terminate and Customer shall destroy any copies of the Software provided to Customer.

20. PRIVACY. Spectrum maintains a Privacy Policy that provides consumers with notice of Spectrum’s collection, use, maintenance, and disclosure of information, and their rights and choices with respect to such practices under applicable US state and/or federal laws and regulations. The Privacy Policy may be found on Spectrum’s website at https://enterprise.spectrum.com/. The Privacy Policy may be updated or modified from time-to-time by Spectrum, with or without notice to Customer. Customer’s privacy interests, including Customer’s ability to limit disclosure of certain information to third parties, may be addressed by, among other laws, the Federal Telecommunications Act, the Federal Cable Communications Act, the Electronic Communications Privacy Act, and, to the extent applicable, state laws and regulations. Customer proprietary network information and personally identifiable information that may be collected, used or disclosed in accordance with applicable laws is described in a Service Attachment, the Privacy Policy, and, if applicable, in Spectrum’s tariff, which are incorporated into, and made a part of, this Service Agreement by this reference. In addition to the foregoing, Customer hereby acknowledges and agrees that Spectrum may disclose Customer's and its employees' personally identifiable information as required by law or regulation, or the American Registry for Internet Numbers or any similar agency, or in accordance with the Privacy Policy or, if applicable, tariff(s). In addition, Spectrum shall have the right (except where prohibited by law), but not the obligation, to disclose any information to protect its rights, property or operations, or where circumstances suggest that individual or public safety is in peril.

21. NOTICES.
(a) Except for notice to terminate the Service Agreement or to disconnect any Services as set forth in Section 21(b) below, all other notices to be given under this Service Agreement shall be validly given or served only if in writing and sent by nationally recognized overnight delivery service or certified mail, return receipt requested, to the following addresses If to Spectrum:

Charter Communications Operating, LLC
ATTN: Commercial Customer Agreements
Corporate - Legal Operations
12405 Powerscourt Drive
St. Louis, MO 63131
Notices to Customer shall be sent to the Customer billing address or as set forth in the Service Agreement. Each Party may change its respective address(es) for legal notice by providing notice to the other Party. Upon Spectrum’s request, Customer will also provide Spectrum with a current email address that Customer regularly checks so that Spectrum may provide copies of notices and other communications to Customer by email.
(b) Disconnect Notice. Customer may disconnect a Service or all Services under the Services Agreement by following the instructions available at this link: https://enterprise.spectrum.com/support/faq/account/how-to-cancel-service.html (such instructions in the link may be updated from time to time).

22. MISCELLANEOUS.
(a) Entire Agreement. These Terms of Service incorporate all applicable Service Attachments located at https://enterprise.spectrum.com/legal/terms-and-conditions.html (or successor URL), as the same are updated from time to time (“Service Attachments”). A Service Attachment will apply only if Customer purchases Service(s) associated with the particular Service Attachment, and Customer’s use of the Service(s) shall be deemed Acknowledgement that Customer has read and agreed to the applicable Service Attachments. The Service Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof. The Service Agreement supersedes all prior understandings, promises, and undertakings, if any, made orally or in writing by or on behalf of the Parties with respect to the subject matter of the Service Agreement, including without limitation any prior confidentiality or non-disclosure agreement between the Parties regarding the purchase and sale of the Services.

Customer should also consult Spectrum’s website https://enterprise.spectrum.com/ to be sure Customer is aware of Spectrum’s Acceptable Use Policies, Network Management Practices, applicable tariffs, online product descriptions, and other policies or practices that are applicable to Customer’s use of the Services (collectively “Policies”). Customer’s use of the Services shall be deemed acknowledgment that Customer has read and agreed to Spectrum’s Policies as a part of the Service Agreement. (b) Signatures; Electronic Transactions. This Service Agreement may be executed in one or more counterparts, each of which is an original, but together constituting one and the same instrument. Execution of a facsimile or other electronic copy will have the same force and effect as execution of an original, and a facsimile or electronic signature will be deemed an original and valid signature. The Parties agree to conduct business using electronic means including using electronic records and electronic signatures, except as provided with respect to notices in Section 21.

Enterprise Terms of Service v 240607 CONFIDENTIAL Page 14 of 16 © 2016-2024 Charter Communications, all rights reserved (c) Order of Precedence. Each Service shall be provisioned pursuant to the terms and conditions of this Service Agreement. In the event that Spectrum permits Customer to use its own standard purchase order form to order the Service, the Parties hereby acknowledge and agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and conditions of any purchase order submitted by Customer, and any different or additional terms contained in such purchase order shall have no force or effect. To the extent that the terms of the Service Agreement or any Service Order are inconsistent with the terms of any applicable tariff, the tariff shall control.

To the extent that the terms of any Service Order are inconsistent with the terms of these Terms of Service, the Terms of Service shall control, excluding pricing discounts, nonrecurring fees, or order fulfillment timing terms to the extent permissible under applicable law set forth in the Service Order that shall control. (d) No Assignment or Transfer. Customer may not assign or transfer (directly or indirectly by any means, including by operation of law or otherwise) this Service Agreement and the associated Service Order(s), or their rights or obligations hereunder to any other entity without first obtaining consent from Spectrum, and any assignment or transfer in violation of this Section shall be null and void. Spectrum may assign its rights and obligations under this Service Agreement, in whole or in part, and any Service Order(s) to affiliates controlling, controlled by or under common control with Spectrum, or to its successor-ininterest if Spectrum sells some or all of the underlying communications system(s) without the prior approval of or notice to Customer. Customer understands and agrees that, regardless of any such assignment, the rights and obligations of Spectrum in the Service Agreement may accrue to, or be fulfilled by, any affiliate, as well as by Spectrum or its subcontractors. (e) Severability. To the extent any term, covenant, condition or portion of this Service Agreement is held to be invalid or unenforceable, the remainder of this Service Agreement shall not be affected and each remaining term, covenant or condition shall be valid and enforceable to the fullest extent permitted by law as nearly as possible to reflect the original intentions of the Parties.
(f) Force Majeure. Notwithstanding anything to the contrary in the Service Agreement, neither Party shall be liable to the other for any delay, inconvenience, loss, liability or damage resulting from any failure or interruption of Services, directly or indirectly caused by circumstances beyond such Party’s control, including but not limited to denial of use of poles or other facilities of a utility company, labor disputes, acts of war or terrorism, criminal, illegal or unlawful acts, weather, fire, flood, natural causes, mechanical or power failures, fiber cuts, governmental acts or any order, law or ordinance in any way restricting the operation of the Services (each a “Force Majeure Event”). Changes in economic, business, or competitive conditions shall not be considered a Force Majeure Event.
(g) Governing Law; Claims Limitation; Waiver of Jury Trial. The law of the state of California shall govern the construction, interpretation, and performance of this Service Agreement, except that any conflicts-of-law principles of such state that would result in the application of the law of another jurisdiction shall be disregarded. Any legal action brought under or in connection with the subject matter of the Service Agreement shall be brought only in the United States District Court for the Eastern District of California or, if such court would not have jurisdiction over the matter, then only in a California state court sitting in Stanislaus County.

Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of the Service Agreement in any other court or forum.

Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of the Service Agreement in the Federal or state courts sitting in Stanislaus County, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum.

Except as otherwise specified in Section 7(e), any claim that Customer wishes to assert under the Service Agreement must be initiated not later than one (1) year after the claim arose. IN ANY AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF

OR RELATING TO THIS SERVICE AGREEMENT, ITS NEGOTIATION, ENFORCEABILITY OR VALIDITY, OR THE

PERFORMANCE OR BREACH THEREOF OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, CUSTOMER AND SPECTRUM EACH HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY. (h) No Third-Party Beneficiaries. The terms of this Service Agreement and the Parties’ respective performance of obligations as described are not intended to benefit any person or entity not a Party to this Service Agreement, and the consideration provided by each Party hereunder only runs to the respective Parties, and no person or entity not a Party to this Service Agreement shall have any rights hereunder nor the right to require performance of obligations by either of the Parties. (i) Waiver. Except as otherwise provided herein, the failure of Spectrum to enforce any provision of this Service Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. To be legally binding on Spectrum, any waiver must be in writing.

Enterprise Terms of Service v 240607 CONFIDENTIAL Page 15 of 16 © 2016-2024 Charter Communications, all rights reserved (j) Remedies Cumulative and Nonexclusive. Unless stated otherwise herein, all rights and remedies of the Parties under this Service Agreement shall be cumulative, nonexclusive and in addition to, but not in lieu of, any other rights or remedies available to the Parties whether provided by law, in equity, by statute or otherwise. The exercise of any right or remedy does not preclude the exercise of any other rights or remedies. (k) Insurance. Spectrum shall not commence work under this Agreement until Spectrum has obtained Customer’s approval regarding all insurance requirements, forms, endorsements, amounts, and carrier ratings, nor shall Spectrum allow any subservice provider to commence work on a subcontract until all similar insurance required of the subservice provider shall have been so obtained and approved. Spectrum shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Spectrum, its agents, representatives, employees, or subservice providers. Failure to maintain or renew coverage or to provide evidence of renewal may constitute a material breach of contract. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to Customer.
i. General Liability Insurance: Spectrum shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than Two Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000) general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability and coverage for explosion, collapse and underground property damage hazards. Spectrum’s general liability policies shall be primary and not seeking contribution from the Customer’s coverages and be endorsed using Insurance Services Office form CG 20 10 to provide that Customer and its officers, officials, employees, and agents shall be additional insureds under such policies. For construction contracts, an endorsement providing completed operations to the additional insured, ISO form CG 20 37, is also required. ii. Workers’ Compensation Insurance: Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with limits of at least One Million Dollars ($1,000,000). Contractor shall submit to Customer, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Customer, its officers, agents, employees, and volunteers. iii. Auto Insurance: Contractor shall provide auto liability coverage for owned, non-owned, and hired autos using ISO Business Auto Coverage form CA 00 01, or the exact equivalent, with a limit of no less than Two Million Dollars ($2,000,000) per accident. If Contractor owns no vehicles, this requirement may be met through a nonowned auto endorsement to the CGL policy. iv. Cyber Liability Insurance: When applicable, Spectrum must carry Cyber Liability Insurance with limits not less than Two Million Dollars ($2,000,000) per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Spectrum in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. v. Umbrella or Excess Policy: Spectrum may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability and automobile Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Professional’s primary and excess liability policies are exhausted.

Enterprise Terms of Service v 240607 CONFIDENTIAL Page 16 of 16 © 2016-2024 Charter Communications, all rights reserved vi. Other Insurance Provisions: The commercial general liability policy shall contain, or be endorsed to contain, the following provisions:
a. Customer, its elective and appointive boards, officers, agents, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Spectrum, including materials, parts or equipment furnished in connection with such work or operations, which coverage shall be maintained in effect for at least three (3) years following the completion of the work specified in the contract. General liability coverage can be provided in the form of an endorsement to Spectrum’s insurance (at least as broad as CG 20 10 for ongoing operations and CG 20 37 for products/completed operations), or as a separate Owners and Spectrums Protective Liability policy providing both ongoing operations and completed operations coverage. b. For any claims related to this project, Spectrum’s insurance coverage shall be primary insurance as respects Customer and any insurance or self-insurance maintained by Customer shall be excess of Spectrum’s insurance and shall not contribute with it.
c. In the event of cancellation, the insurer, broker/producer, or Spectrum shall provide Customer with thirty (30) days’ prior written notice of such cancellation. d. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
e. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VIII or with an insurer to which the Customer has provided prior approval. f. Verification of Coverage: Spectrum shall furnish Customer with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause.

All certificates and endorsements are to be received and approved by Customer before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Spectrum’s obligation to provide them. Customer reserves the right, at any time, to require complete, certified copies of all required insurance policies and endorsements. g. Waiver of Subrogation: With the exception of professional liability, Spectrum hereby agrees to waive subrogation which any insurer of Spectrum may acquire from Spectrum by virtue of the payment of any loss. The commercial general liability policy and workers’ compensation policy shall be endorsed to contain a waiver of subrogation in favor of Customer for all work performed by Spectrum, its agents, employees, independent Service Providers and subservice providers. Spectrum agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. h. Subservice providers: Spectrum shall include all subservice providers as insureds under its policies or shall furnish separate certificates and endorsements for each subservice provider. All coverages for subservice providers shall be subject to all of the requirements stated herein.

SERVICE ORDER
THIS SERVICE ORDER (“Service Order”), is executed and effective upon the date of the signature set forth in the signature block below (“Effective Date”) and is by and between Charter Communications Operating, LLC on behalf of those operating subsidiaries providing the Service(s) hereunder (“Spectrum”) and Customer (as shown below) and is governed by and subject to the Spectrum Enterprise Commercial Terms of Service posted to the Spectrum Enterprise website, https://enterprise.spectrum.com/ (or successor url) or, if applicable, an existing services agreement mutually executed by the parties (each, as appropriate, a “Service Agreement”). Except as specifically modified herein, all other terms and conditions of the Service Agreement shall remain unamended and in full force and effect.

Spectrum Enterprise Contact Information
Contact: Tom Phillips
Telephone: 4088463775
Email: [email protected]
Customer Information
Customer Name

CITY OF TURLOCK
Order #
14494350
Address
156 S BROADWAY STE 112 TURLOCK CA 95380
Telephone
(209) 668-6024
Email:
[email protected]
Contact Name
Janelle Rodrigues
Telephone
(209) 668-6024
Email:
[email protected]
Billing Address
156 S BROADWAY STE 112 TURLOCK CA 95380
Billing Contact Name Telephone Email:

NEW AND REVISED SERVICES AT 156 S BROADWAY Unit STE116, TURLOCK CA 95380 Service Description Order Term Quantity
Monthly
Recurring
Charge(s)
Total Monthly
Recurring
Charge(s)
Fiber Internet 1Gbps 36 Months 1 $1,049.00 $1,049.00
Static IP Address 36 Months 1 $0.00 $0.00
TOTAL* $1,049.00
Spectrum Enterprise Service Order v210416 CONFIDENTIAL Page 2 of 4
© 2016-2022 Charter Communications Operating, LLC. All Rights Reserved Created Date: 08/30/2024

1. TOTAL CHARGE(S). TOTAL MONTHLY RECURRING CHARGES AND TOTAL ONE-TIME CHARGES ARE DUE IN ACCORDANCE WITH THE MONTHLY INVOICE.

2. TAXES. PLUS APPLICABLE TAXES, FEES, AND SURCHARGES AS PRESENTED ON THE RESPECTIVE INVOICE(S).

3. SPECIAL TERMS.

By signing below, the signatory represents they are duly authorized to execute this Service Order.

CUSTOMER SIGNATURE
\s1\
Signature: /spectrumsigner1/
\n1\
Printed Name: /spectrumsignername1/

Title: /spectrumsignertitle1/
\d1\
Date: /spectrumsigneddate1/
Janelle Rodrigues
Spectrum Enterprise Service Order v210416 CONFIDENTIAL Page 4 of 4 © 2016-2022 Charter Communications Operating, LLC. All Rights Reserved Created Date: 08/30/2024

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SE FIA SLA v.240123 CONFIDENTIAL Page 1 of 4
©2017-2024 Charter Communications. All Rights Reserved. Not all products, pricing and services are available in all areas. Pricing and actual speeds may vary. Restrictions may apply. Subject to change without notice.

Spectrum Enterprise
Fiber Internet Access Service Level Agreement
This Service Level Agreement (“SLA”) for Spectrum Enterprise (“Spectrum”) Fiber Internet Access (referred to herein as “FIA” or the “Service”) is a part of, and hereby incorporated by reference into the Spectrum Enterprise Service Agreement (including the terms and conditions, attachments, and Service Orders described therein, the “Service Agreement”). To the extent any provision of this SLA conflicts with the Service Agreement, this SLA shall control.

Performance goals for the Services (“SLA Targets”) are set forth in the tables below. Capitalized words used but not defined herein shall have the meanings assigned to them in the Service Agreement.

I. Priority Classification and Definitions

Priority classifications for Service Disruptions and Service Degradations are described as follows:

Priority Criteria
Priority 1
• Service Disruption resulting in a total loss of Service; or • Service Degradation to the point where Customer is unable to use the Service (each a “Priority 1 Outage”)
Priority 2 • Service Degradation where Customer is able to use the Service Priority 3 • A service problem that does not impact the Service; or • A single non-circuit specific quality of Service inquiry As used in this SLA, the following terms have the meanings assigned below:
“Service Disruption” is defined as an outage, disruption, or degradation, other than an Excluded Disruption, that interferes with the ability of a Spectrum network hub to: (i) transmit and receive network traffic on Customer’s dedicated access port at the Spectrum network hub; or (ii) exchange network traffic with another Spectrum network hub. The Service Disruption period begins on the earlier of (i) when Spectrum opens a trouble ticket in connection with a Service Disruption that Spectrum detects and verifies, or (ii) when Customer reports a Service Disruption by contacting Enterprise Technical Support, and then Spectrum validates that the Service is affected and creates a corresponding trouble ticket. The Service Disruption ends when the affected Service has been restored.

“Service Degradation” means a degradation of the Service, such as failure of the Service to achieve the SLA Targets for Latency/Frame Delay, Jitter/Frame Delay Variation, or Packet Delivery.

“Excluded Disruptions” means (i) planned outages, (ii) routine or urgent maintenance, (iii) time when Spectrum is unable to gain access to Customer’s Service Location to troubleshoot, repair or replace equipment or the Service, (iv) Service problems resulting from acts or omissions of Customer or Customer’s representatives or agents, (v) Customer equipment failures, (vi) Customer does not release the Service for testing, and (vii) Force Majeure Events.

II. SLA Targets for FIA Service

Service
Availability
Mean Time To Restore
(“MTTR”)
Latency / Frame Delay
(Roundtrip)
Jitter / Frame
Delay Variation
Packet Delivery
End to End: 100%
Priority 1 Outages
within 4 hours ≤ 35ms ≤ 1ms > 99.99%
SLA Targets are measured from Customer’s Service Location to the location where Spectrum Enterprise (“Spectrum”) has local access to the Internet (i.e., the Spectrum point of presence) at the individual circuit or Service level, and any applicable credits are issued only for the affected FIA circuit or Service (the “Affected Service”).

SE FIA SLA v.240123 CONFIDENTIAL Page 2 of 4
©2017-2024 Charter Communications. All Rights Reserved. Not all products, pricing and services are available in all areas. Pricing and actual speeds may vary. Restrictions may apply. Subject to change without notice.

III. SLA Calculations

1. Service Availability
“Service Availability” is calculated as the total number of minutes in a calendar month, less the number of minutes in the calendar month that the Service is unavailable due to a Priority 1 Outage (“Downtime”), with such difference divided by the total number of minutes in the calendar month, and expressed as a percentage.

Service Availability per calendar month is calculated as follows:

Service Availability = Total number of minutes in the calendar month - Downtime Total number of minutes in a calendar month X 100

2. Mean Time to Restore (“MTTR”)

The MTTR SLA Target is applicable to Priority 1 Outages and is measured, each calendar month, as the average time for Spectrum to restore Priority 1 Outages calculated as the cumulative length of time it takes Spectrum to restore a Service following a Priority 1 Outage divided by the corresponding number of trouble tickets for Priority 1 Outages opened during the respective calendar month for the Service.

MTTR per calendar month is calculated as follows:

Mean Time
to Restore =
Cumulative length of time to restore Priority 1 Outage(s) per Service in the calendar month Total number of Priority 1 Outage trouble tickets per Service in the calendar month

3. Latency/Frame Delay

Latency or Frame Delay is the average roundtrip network delay, measured every five (5) minutes during a calendar month (except during an Excluded Disruption), to adequately determine a consistent average monthly performance level for frame delay for each Service. The roundtrip delay is expressed in milliseconds (ms).

Latency/Frame Delay is calculated as follows:

Latency or Frame
Delay Average (ms) =
Sum of the roundtrip delay measurements for a Service in the calendar month Total number of measurements for a Service in the calendar month

4. Packet Delivery

Packet Delivery is defined as the percentage of frames that are successfully received compared to the total frames that are sent in a calendar month (except during an excluded Disruption). The percentage calculation is based on frames that are transmitted from a network origination point and received at a network destination point.

Packet Delivery is calculated as follows:

Packet Delivery (%) =
Number of frames delivered in the calendar month
Total frames sent in the calendar month X 100

5. Jitter/Frame Delay Variation
Jitter or Frame Delay Variation is defined as the variation in delay for two consecutive frames that are transmitted (one way) from a network origination point and received at a network destination point. Spectrum measures a sample set of frames every five (5) minutes during a calendar month (except during an Excluded Disruption), and determines the average delay between consecutive frames within each sample set. The monthly Jitter/Frame Delay Variation is calculated as the average of all of the frame delay variation measurements during such calendar month and is expressed in milliseconds (ms).

SE FIA SLA v.240123 CONFIDENTIAL Page 3 of 4
©2017-2024 Charter Communications. All Rights Reserved. Not all products, pricing and services are available in all areas. Pricing and actual speeds may vary. Restrictions may apply. Subject to change without notice.

Jitter/Frame Delay Variation is calculated as follows:

Jitter or Frame Delay
Variation Average (ms) =
Sum of the Frame Delay Variation measurements for a Service in the calendar month
Total number of measurements for a Service in the calendar month IV. Remedies

1. Service Credits
If a Service fails to satisfy the SLA Targets during any calendar month and Customer is in compliance with the terms of the Service Agreement and this SLA, then Customer may request credit equal to the corresponding percentage of monthly recurring charges (“MRC”) for the Affected Service as set forth in the tables below. Any credit to be applied will be offset against amounts due from Customer to Spectrum in the billing cycle following the date Spectrum makes its credit determination. Credit requests must be submitted to Spectrum within thirty (30) days of the calendar month in which the SLA Target was missed. Spectrum will exercise commercially reasonable efforts to respond to such credit requests within thirty (30) days of receipt thereof.

Service Availability Credits
Downtime Service Credit
> 0 < 1 hour 10% of MRC
≥ 1 hour < 2 hours 20% of MRC
≥ 2 hours < 4 hours 30% of MRC
≥ 4 hours < 8 hours 40% of MRC
≥ 8 hours < 12 hours 50% of MRC
≥ 12 hours < 16 hours 80% of MRC
≥ 16 hours 100% of MRC
Mean Time To Restore
(“MTTR”) Credits
Latency/Frame Delay
(Roundtrip) Credit
Jitter/Frame Delay
Variation Credit Packet Delivery Credit
MTTR > 4 hours
< 8 hours
40% of
MRC 50% of MRC 50% of MRC 50% of MRC
MTTR > 8 hours 50% of
MRC
All SLA Targets are monthly measurements, and Customer may request only one credit per SLA Target per month for the Affected Service. Should one event impact more than one SLA hereunder, Customer shall receive the single highest of the qualifying credits only. Service Credits hereunder shall not be cumulative per Service. The aggregate credit amount due to Customer in any month will not exceed 100% of the MRC for the Affected Service. Except as set forth below, the credits described in this SLA shall constitute Customer’s sole and exclusive remedy, and Spectrum’s sole and exclusive liability, with respect to any missed SLA Targets.

2. Chronic Priority 1 Outages
If Customer experiences and reports three (3) separate Priority 1 Outages where the Downtime exceeds four (4) hours during each Priority 1 Outage within three (3) consecutive calendar months, then Customer may terminate the Affected Service without charge or liability by providing at least thirty (30) days written notice to Spectrum; provided, however, that (i) Customer may only terminate the Affected Service; (ii) Customer must exercise its right to terminate the Affected Service by providing written notice to Spectrum within thirty (30) days after the event giving rise to Customer’s termination right; (iii) Customer shall have paid Spectrum all amounts due at the time of such termination for all Services provided by Spectrum pursuant to the Service Agreement, and (iv) the foregoing termination right provides the sole and exclusive remedy of Customer and the sole and exclusive liability of Spectrum for chronic Priority 1 Outages and Customer shall not be eligible for any additional credits.

SE FIA SLA v.240123 CONFIDENTIAL Page 4 of 4
©2017-2024 Charter Communications. All Rights Reserved. Not all products, pricing and services are available in all areas. Pricing and actual speeds may vary. Restrictions may apply. Subject to change without notice.

V. Network Maintenance

Maintenance Notice:

Customer understands that from time to time, Spectrum will perform network maintenance for network improvements and preventive maintenance. In some cases, Spectrum will need to perform urgent network maintenance, which will usually be conducted within the routine maintenance windows. Spectrum will use reasonable efforts to provide advance notice of the approximate time, duration, and reason for any urgent maintenance outside of the routine maintenance windows.

Maintenance Windows:

Routine maintenance may be performed Monday – Friday 12 a.m. – 6 a.m. local time.

CUSTOMER POINT OF CONTACT INFORMATION
SE Point of Contact Information v 230912 Confidential Page 1 of 1 Spectrum Enterprise
Point of Contact
Information Sheet
Please use this form to provide updated contact information for your individual sites. Is site specific contact info needed?
\poc_site_contact_1\
Charter Contact (Sales) Tom Phillips Service Order
Number: 06425810
Do all sites share one
contact?
\poc_site_share_1\
Service Location Local Site Contact Information Technical Contact Information (ie. Phone/Data Vendor) Street Address Site Contact Name Site Contact
Phone Number Site Contact Email Technical Contact Name Technical Contact Phone Number Technical
Contact Email
156 S BROADWAY
Unit STE116,
TURLOCK CA 95380
\site_email_1\
\site_phone_1\
\site_con_1\
\tech_email_1\
\tech_phone_1\
\tech_con_1\
City Council Staff Report
December 10, 2024
From: Anthony Sims, Economic Development/Communications Director Prepared by: Anthony Sims, Economic Development/Communications Director Agendized by: Reagan M. Wilson, City Manager

1. ACTION RECOMMENDED:

Motion: Extend the Downtown Turlock Security Enhancement Pilot Program for one (1) additional year, extending to December 31, 2025

2. DISCUSSION OF ISSUE:

At the September 26, 2023 City Council Meeting, the Turlock Police Department entered into an agreement with Fusus to provide real time crime reporting and security enhancements by way of video surveillance technology and communication throughout Turlock. City Council had expressed interest in identifying strategies to incorporate Fusus technology with Turlock businesses.

At the December 12, 2023 City Council meeting, City Council approved a resolution to appropriate funds from Fund 120 “Tourism” unrestricted reserves in the amount of $20,650.00 to account 120-10-120.43074 Downtown Turlock Security Enhancement Pilot Program” that will run from January 2024 through the end of December 2024.

City Staff collaborated with Turlock Police Department Staff to develop a strategic pilot program utilizing Fusus technology. The DowntownTurlock Security Enhancement Pilot Program will provide an opportunity for Turlock businesses to add security enhancements by way of Fusus’ video surveillance technology and real-time crime reporting. The pilot program will allow Turlock Police Department the ability to expedite service calls and have access to live camera feeds from participating businesses when a crime related event occurs.

For a business to participate in the Fusus video surveillance program, there is a one-time cost of $200 for a Fusus service box, and $150 annual subscription. The Pilot Program will fund the first-year costs for up to 59 businesses. Businesses interested in participating in the pilot program will be assisted by Turlock Police Department to facilitate the onboarding process with Fusus. Participating businesses will be required to provide a general release of liability in favor of the City for use of the Fusus service.

Upon conclusion of the first year, if the participating business wishes to continue the Fusus service, the participating business will be responsible for the annual subscription cost, to be paid to Fusus. City Staff will work with Turlock Police Department to strategically identify downtown businesses to participate in the Pilot program. Businesses that participate will provide an opportunity for Turlock Police Department to access business cameras, to effectively respond to crime in real time.

The Downtown Turlock Security Enhancement Pilot Program was originally limited to businesses located in the downtown district. Due to low participation, the City modified the Agenda Staff Report
12/10/2024
program allowing all Turlock businesses to participate. City staff and Turlock Police Department staff have conducted numerous meetings and information sessions with Turlock businesses, and the program has gained more interest. There are currently nine (9) businesses enrolled in the program, and approximately eleven (11) businesses have started the process of enrolling.

The current pilot program is set to expire on December 31, 2024. Staff is requesting the pilot program be extended for one (1) additional year, extending the expiration date to December 21, 2025, so that staff has time to maximize the program funds, which would allow a total of 59 businesses to participate.

3. BASIS OF RECOMMENDATION:

The DowntownTurlock Security Enhancement Pilot Program has started to gain momentum in interest from Turlock businesses. Extending the program one (1) year will provide more time to maximize program participation. The pilot program will provide further security enhancements for businesses and will allow Turlock Police Department the ability to expedite service calls and have access to live camera feeds from participating businesses when a crime related event occurs.

4. FISCAL IMPACT / BUDGET AMENDMENT:

The DowntownTurlock Security Enhancement Pilot Program was approved by City Council on 12/12/2023, and an appropriation of funds from Fund 120 “Tourism” unrestricted reserves in the amount of $20,650.00 to account 120-10-120.43074 “Downtown Turlock Security Enhancement Pilot Program” was requested to run from January 2024 through the end of December 2024. Council is being asked to extend the program one (1) year, to expire on December 31, 2025, or until funds allocated to this program have been exhausted. If funds are not utilized within this fiscal year, the fund will be re-appropriated in the fiscal year 2025-2026 budget process.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

N/A

8. ALTERNATIVES:

City Council may choose not to extend the Pilot Program one (1) additional year and let the program expire on December 31, 2024.

9. ATTACHMENTS:

None
City Council Staff Report
December 10, 2024
From: Jessie Dhami, Human Relations Director
Prepared by: Darlene Ingersoll, Principal HR Analyst
Agendized by: Reagan M. Wilson, City Manager

1. ACTION RECOMMENDED:

Approving the Tentative Agreement updating the Memorandum of Understanding (“MOU”) between the City of Turlock (“City”) and the Turlock City Employees Association (“TCEA”), covering the period of July 1, 2024, through June 30, 2027, and appropriating $660,944 in Fiscal Year 2024-2025 to various Funds and Accounts for salary and benefit

2. DISCUSSION OF ISSUE:

The current MOU between the City and TCEA expired on June 30, 2024. In or around April 2024, the City began labor negotiations with TCEA in an effort to reach a successor agreement. The Tentative Agreement covers a term of three (3) years, beginning on July 1, 2024, through June 30, 2027.

Key Highlights of the Proposed MOU are summarized below:

Salary Increase: The Tentative Agreement includes a three-and-a-half percent (3.5%) salary increase effective on July 1, 2024, a three percent (3%) salary increase effective July 1, 2025, and a three percent (3%) salary increase effective on July 1, 2026.

Holiday Time: The Tentative Agreement includes “in lieu” holiday time that has been provided to employees in recent years. As referenced in the Tentative Agreement, the “in lieu” holiday time will be taken as follows: 2024: December 23, 26, 27, 30, 31, 2024. The floating holiday designated as the day before or after Christmas or New Year’s Day shall be taken on December 24, 2024. 2025: December 23, 26, 29, 30, 31, 2025. The floating holiday designated as the day before or after Christmas or New Year’s Day shall be taken on December 24, 2025. 2026: December 23, 28, 29, 30, 31, 2026. The floating holiday designated as the day before or after Christmas or New Year’s Day shall be taken on December 24, 2026.

Safety Footwear Allowance: The Tentative Agreement includes an increase of $100.00 from $250.00 up to $350.00 annually for as reimbursement for the purchase of safety footwear for designated employees.

Bereavement Leave: The Tentative Agreement includes that all employees in all departments within TCEA (including probationary employees) are eligible for bereavement leave.

The Tentative Agreement is subject to approval by the City Council before its terms go into effect. The City is informed that TCEA group has ratified the Tentative Agreement referenced herein.

Agenda Staff Report
12/10/2024

3. BASIS OF RECOMMENDATION:

The City’s negotiators have received guidance and tentative approval from the City Council throughout the negotiation process.

4. FISCAL IMPACT / BUDGET AMENDMENT:

Appropriating $660,944 in Fiscal Year 2024-2025 as follows:

Various salary and benefit accounts:
110-10-106 Finance 16,758
110-10-112 General Government 3,369
110-20-200 Police-Special Operations 10,474
110-20-205 Police-Support Operations 17,503
118-20-205 Measure A-Police-Support Operations 2,776
110-20-210 Police-Field Operations 9,492
118-20-210 Measure A-Police-Field Operations 7,458
110-30-300 Fire Operations 3,149
118-30-300 Measure A-Fire Operations 6,547
110-40-400 Development Services-Planning 13,575
110-40-405 Development Services-Building 29,967
110-40-410 Development Services-Engineering 57,380
115-10-115 Measure A Roads 6,620
110-50-500 Public Facilities 7,302
119-50-500 ARPA-Public Facilities 1,064
110-60-600 Parks Maintenance 12,400
118-60-600 Measure A-Parks Maintenance 2,028
119-20-205 ARPA-Support Operations 1,007
119-60-600 APRA-Parks Maintenance 2,005
110-61-620 Recreation Administration 3,318
110-61-624 Recreation Sports 6,853
110-61-630 Recreation Prevention/Youth 2,666
204-50-505 Solid Waste/Recycle/Public Education 2,070
205-60-602 Regional Sports Complex 6,174
205-60-604 Pedretti Sports Complex 3,185
217-50-510 Streets - Gas Tax 19,322
219-40-428 SB1 Road Maint & Rehab 5,178
240-00-000-227 Small Equip. Replace. - Building & Safety 1,928 246-60-600 Landscape Assessment 22,915
255-41-485 CDBG 7,556
256-41-486 Stanislaus Housing Consortium 1,912
410-51-530 WQC-Operations 100,188
410-51-531 WQC-Collection System 29,137
410-51-532 WQC-Storm Basin Maint. 13,516
420-52-550 Water-Operations 98,153
426-40-400-238-001 Transit-Roger K. Fall Transit Center 5,032 426-40-400-240-001 Transit-ADA Paratransit 2,484
426-40-400-241-001 Transit-Fixed Route 11,606
426-40-400-243-001 Transit-Demand Response 2,487
501-10-130 Information Technology-Operations 18,466
501-10-131 Information Technology-GIS 5,200
450-53-550 SRWA 48,116
505-50-525 Fleet 19,208
647,544
Boot Allowance:
110-10-112 General Government 145
110-20-200 Police-Special Operations 90
110-20-210 Police-Field Operations 200
110-30-300 Fire Operations 10
110-40-405 Development Services-Building 300
110-40-410 Development Services-Engineering 700
110-50-500 Public Facilities 215
110-60-600 Parks Maintenance 520
115-10-115 Measure A Roads 200
118-20-210 Measure A-Police-Field Operations 300
Agenda Staff Report
12/10/2024
118-30-300 Measure A-Fire Operations 100
118-60-600 Measure A-Parks Maintenance 100
119-50-500 ARPA-Public Facilities 50
119-60-600 APRA-Parks Maintenance 100
205-60-602 Regional Sports Complex 205
205-60-604 Pedretti Sports Complex 105
217-50-510 Streets - Gas Tax 820
219-40-428 SB1 Road Maint & Rehab 200
246-60-600 Landscape Assessment 920
255-41-485 CDBG 100
410-51-530 WQC-Operations 1,800
410-51-531 WQC-Collection System 1,100
410-51-532 WQC-Storm Basin Maint. 420
420-52-550 Water-Operations 2,600
426-40-415-238-001 Transit-Roger K. Fall Transit Center 200 450-53-550 SRWA 1,300
505-50-525 Fleet 600
13,400
The costs for Fiscal Years 2025-2026 are estimated at $1,221,474 and 2026-2027 are estimated at $1,813,156. These amounts will be built into the future budgets.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

N/A

8. ALTERNATIVES:

The City Council may choose to direct staff to return to the bargaining table to negotiate different terms and conditions. However, staff does not recommend alternatives since the negotiated terms meet the parameters set forth by the Council.

9. ATTACHMENTS:

1. Draft Resolution

2. Tentative Agreement

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
ADOPTING A RESOLUTION APPROVING } RESOLUTION NO. 2024-XXX THE TENTATIVE AGREEMENT UPDATING }
THE MEMORANDUM OF UNDERSTANDING }
BETWEEN THE CITY OF TURLOCK }
(“CITY”) AND THE TURLOCK CITY }
EMPLOYEES ASSOCIATION COVERING THE }
PERIOD OF JULY 1, 2024, THROUGH }
JUNE 30, 2027 AND APPROPRIATING }
$660,944 IN FISCAL YEAR 2024-2025 TO }
VARIOUS FUNDS AND ACCOUNTS FOR }
SALARY AND BENEFIT }
___________________________ }
WHEREAS, the City of Turlock (“City”) and the Turlock City Employees Association (“TCEA”) entered into a Tentative Agreement for a successor Memorandum of Understanding (“MOU”) concluding labor negotiations for Fiscal Year 2024-2025; and WHEREAS, the Tentative Agreement covers a term of three (3) years, beginning on July 1, 2024, through June 30, 2027; and
WHEREAS, appropriating $660,944 in Fiscal Year 2024-2025 as follows:

Various salary and benefit accounts:
110-10-106 Finance

16,758
110-10-112 General Government

3,369
110-20-200 Police-Special Operations

10,474
110-20-205 Police-Support Operations

17,503
118-20-205 Measure A-Police-Support Operations

2,776
110-20-210 Police-Field Operations

9,492
118-20-210 Measure A-Police-Field Operations

7,458
110-30-300 Fire Operations

3,149
118-30-300 Measure A-Fire Operations

6,547
110-40-400 Development Services-Planning

13,575
110-40-405 Development Services-Building

29,967
110-40-410 Development Services-Engineering

57,380
115-10-115 Measure A Roads

6,620
110-50-500 Public Facilities

7,302
119-50-500 ARPA-Public Facilities

1,064
110-60-600 Parks Maintenance

12,400
118-60-600
Measure A-Parks Maintenance
2,028
Resolution No. 2024-XXX

Page 2 ends

119-20-205 ARPA-Support Operations

1,007
119-60-600 APRA-Parks Maintenance

2,005
110-61-620 Recreation Administration

3,318
110-61-624 Recreation Sports

6,853
110-61-630 Recreation Prevention/Youth

2,666
204-50-505 Solid Waste/Recycle/Public Education

2,070
205-60-602 Regional Sports Complex

6,174
205-60-604 Pedretti Sports Complex

3,185
217-50-510 Streets - Gas Tax

19,322
219-40-428 SB1 Road Maint & Rehab

5,178
240-00-000-227 Small Equip. Replace. - Building & Safety

1,928
246-60-600 Landscape Assessment

22,915
255-41-485 CDBG

7,556
256-41-486 Stanislaus Housing Consortium

1,912
410-51-530 WQC-Operations

100,188
410-51-531 WQC-Collection System

29,137
410-51-532 WQC-Storm Basin Maint.

13,516
420-52-550 Water-Operations

98,153
426-40-400-238-001 Transit-Roger K. Fall Transit Center

5,032
426-40-400-240-001 Transit-ADA Paratransit

2,484
426-40-400-241-001 Transit-Fixed Route

11,606
426-40-400-243-001 Transit-Demand Response

2,487
501-10-130 Information Technology-Operations

18,466
501-10-131 Information Technology-GIS

5,200
450-53-550 SRWA

48,116
505-50-525 Fleet

19,208

647,544
Boot Allowance:
110-10-112 General Government

145
110-20-200 Police-Special Operations

90 110-20-210 Police-Field Operations

200
110-30-300 Fire Operations

10 110-40-405 Development Services-Building

300
110-40-410 Development Services-Engineering

700
110-50-500 Public Facilities
215

Resolution No. 2024-XXX

Page 3 ends

110-60-600 Parks Maintenance

520
115-10-115 Measure A Roads

200
118-20-210 Measure A-Police-Field Operations

300
118-30-300 Measure A-Fire Operations

100
118-60-600 Measure A-Parks Maintenance

100
119-50-500 ARPA-Public Facilities

50 119-60-600 APRA-Parks Maintenance

100
205-60-602 Regional Sports Complex

205
205-60-604 Pedretti Sports Complex

105
217-50-510 Streets - Gas Tax

820
219-40-428 SB1 Road Maint & Rehab

200
246-60-600 Landscape Assessment

920
255-41-485 CDBG

100
410-51-530 WQC-Operations

1,800
410-51-531 WQC-Collection System

1,100
410-51-532 WQC-Storm Basin Maint.

420
420-52-550 Water-Operations

2,600
426-40-415-238-001 Transit-Roger K. Fall Transit Center

200
450-53-550 SRWA

1,300
505-50-525 Fleet

600

13,400
The costs for Fiscal Years 2025-2026 are estimated at $1,221,474 and 2026-2027 are estimated at $1,813,156. These amounts will be built into the future budgets; and WHEREAS, the Tentative Agreement includes a three-and-a-half percent (3.5%) salary increase effective on July 1, 2024, a three percent (3%) salary increase effective July 1, 2025, and a three percent (3%) salary increase effective on July 1, 2026; and WHEREAS, for designated employees the Tenatative Agreement includes an increase of $100 to the safety footwear allowance, from $250.00 annually to $350.00 annually; and
WHEREAS, the Tentative Agreement includes “in lieu” holiday time that has been provided to employees in recent years as follows: 2024: December 23, 26, 27, 30, 31, 2024. The floating holiday designated as the day before or after Christmas or New Year’s Day shall be taken on December 24, 2024. 2025: December 23, 26, 29, 30, 31, 2025. The floating holiday designated as the day before or after Christmas or New Resolution No. 2024-XXX

Page 4 ends

Year’s Day shall be taken on December 24, 2025. 2026: December 23, 28, 29, 30, 31, 2026. The floating holiday designated as the day before or after Christmas or New Year’s Day shall be taken on December 24, 2026; and
WHEREAS, the Tentative Agreement now includes probationary employees as those who may qualify for bereavement leave; and
WHEREAS, the terms and conditions of employment set forth in the Tenatative Agreement reached with TCEA are subject to implementation upon ratification by the City of Turlock City Council and TCEA; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve the Tentative Agreement updating the MOU between the City of Turlock and the Turlock City Employees Association covering the period of July 1, 2024, through June 30, 2027, and the appropriation of $660,944 in Fiscal Year 2024- 2025 as delineated & in this resolution.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 10th day of December 2024, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

ATTEST:
__________________________
Julie Christel, City Clerk,
City of Turlock, County of
Stanislaus, State of California

CITY OF TURLOCK

TURLOCK CITY EMPLOYEES ASSOCIATION
2024-2025 SUCCESSOR MOU LABOR NEGOTIATIONS
Tentative Agreement
November 8, 2024
The City of Turlock and the Turlock City Employees Association (“TCEA”) hereby enter into a tentative agreement to conclude 2024-2025 labor negotiations as set forth herein. 1:00 TERM OF AGREEMENT
This Memorandum of Understanding (“MOU”) shall commence at 12:01 on July 1, 2021, July 1, 2024, and terminate at midnight on June 30, 2024, June 30, 2027. Any time after January 1, 20274, either City or the Association may deliver written notice to the other party of its intent to modify the terms of this MOU.
10:01 SALARIES
Employees shall receive base salary increases effective as follows:

July 1, 2024

3.5%
July 1, 2025
3%
July 1, 2026
3%
18:00 SAFETY FOOTWEAR ALLOWANCE
Annually, between June 1 to June 30, designated employees are encouraged to purchase new safety footwear for the next fiscal year. The City shall provide designated employees reimbursement for the purchase of safety footwear up to two hundred and fifty dollars ($250) three hundred and fifty dollars ($350) on August 5. The reimbursement is contingent upon the following:

1. Employees whose job classification requires that they do work in the field shall be reimbursed on an annual basis.

2. Employees whose job classification requires that they work in the filed a nominal amount (e.g. at least fifty percent (50%)) shall be reimbursed on a bi-annual basis (every other year).

3. Employees whose job classification requires that they work in the field a de minimis amount shall be provided reimbursement every three years.

4. The employee must be identified by classification or individually based on assignments by the City in order to be reimbursed for safety footwear.

5. The safety footwear purchased must meet standards established by the City (i.e., steel toe, etc.) and an original receipt must be presented in order to receive reimbursement. No inspection of the footwear is required prior to submitting for reimbursement. But upon inspection, the footwear must meet the standards established by the City and OSHA guidelines.

6. Employees may request a reimbursement prior to the times listed above due to excessive wear and tear of their safety boot. The City’s decision regarding reimbursement is final and binding and not subject to the grievance procedure.

7. Employees may purchase as many pairs of footwear that is covered in whole or in part by $250 $350 and may use any portion of the $250 $350 for repair of footwear. 27:00 HOLIDAYS
The City agrees to provide 40 hours of “in-lieu” time off in 2021-2022, 2022-2023, and 2023- 2024 2024, 2025, and 2026. “In-lieu” time will be taken as follows:
2024: December 23, 26, 27, 30, 31, 2024. The floating holiday designated as the day before or after Christmas or New Year’s Day shall be taken on December 24, 2024. 2025: December 23, 26, 29, 30, 31, 2025. The floating holiday designated as the day before or after Christmas or New Year’s Day shall be taken on December 24, 2025. 2026: December 23, 28, 29, 30, 31, 2026. The floating holiday designated as the day before or after Christmas or New Year’s Day shall be taken on December 24, 2026. 2021: December 22, 27, 28, 29, 30, 2021. The floating holiday designated as the day before or after Christmas or New Year’s Day shall be taken on December 23, 2021. 2022: December 22, 27. 28, 29, 30, 2022. The floating holiday designated as the day before or after Christmas or New Year’s Day shall be taken on December 23, 2022. 2023: December 21, 26, 27, 28, 29, 2023. The floating holiday designated as the day before or after Christmas or New Year’s Day shall be taken on December 22, 2023.

Employees who cannot be excused for a short period of time for public safety or City operational reasons, as determined by the Department Director, will have “in-lieu” time credited on December 31, 2021, to be taken prior to December 31, 2022 (for fiscal year 2021- 2022); December 31, 2022, to be taken prior to December 31, 2023 (for fiscal year 2022-2023); December 31, 2023, to be taken prior to December 31, 2024 (for fiscal year 2023-2024);. Time off in lieu is “use or loose” with no cash value. credited on December 31, 2024, to be taken prior to December 31, 2024 (for fiscal year 2024-2025); December 31, 2025, to be taken prior to December 31, 2025 (for fiscal year 2025-2026); December 31, 2026, to be taken prior to December 31, 2026 (for fiscal year 2026-2027);. Time off in lieu is “use or loose” with no cash value.

Employees covered under this Agreement shall have the following City-paid holidays for the period of this Agreement.

Holidays

1. Veteran’s Day (November 11)

2. Thanksgiving Day

3. Day after Thanksgiving

4. Christmas Day

5. New Year’s Day (January 1)

6. Martin Luther King Day (Third Monday in January)

7. President’s Day

8. Memorial Day (Last Monday in May)

9. Juneteenth (June 19)

10. Independence Day (July 4)

11. Labor Day (First Monday in September)

12. Floating Holidays 0 On July 1 of each year, will be added to the vacation allowance of each employee. The twenty-four (24) hours includes eight (8) hours for Columbus Day.

In the event that an employee leaves City service prior to the end of the fiscal year, a pro-rata deduction will be made from any final compensation die the employee.

13. Day before or after Christmas or New Year’s Day – Employees may schedule this holiday with their supervisor to insure balanced staffing levels.

14. In the even the holiday falls on a Saturday, the proceeding Friday shall be the holiday instead.

15. In the event the holiday falls on a Sunday, the following Monday shall be the holiday instead.

16. Any day of mourning or holiday declared by the Governor or President. In such cases, the time observed will be one-time events, not on-going holidays or days of mourning to be reported in subsequent years. Time allotted under this provision will either cause the closing of City offices or will cause an equal amount of hours will be added to the employee’s vacation time on the books. Employes will be allowed to utilized holiday time under the above-listed provision only if employees of the State of California and/or the Federal Government are not required to work the “day of mourning” or “holiday declared by the Governor or President.”

17. Shift Personnel at Municipal Services – For employees subject to shift rotation, 9.33 10 hours of annual holiday leave shall be credited to each employee’s holiday time each month in place of scheduled holidays. New employees shall accrue holiday in lieu time from their first full month of employment. Employees covered under this provision may not use holiday time until it is earned. Management shall not unreasonably deny the use of in-lieu holiday time.
a) Cash-out – In-lieu Time: Employees may cash out at straight base wage up to nineteen (19) hours of in lieu time each June for payment on the July 20th payroll. b) Employees must use in lieu holiday hours during the course of the fiscal year. Seven (7) holidays (56 hours) must be used by the end of January. c) Employees will provide a written request for holiday time at least two (2) weeks in advance and the City will respond in writing within five (5) calendar days after the request is submitted.

Holiday time must be used prior to the end of the fiscal year, or they will be lost, except as provided in subsection d.
d) Employees shall be allowed to carry over into the next fiscal year a maximum of nineteen (19) hours that must be used on or before September 30th. These hours shall not count toward the usage required by subsection (b). All hours not used by September 30th shall be lost.

18. City agrees to add an additional eight (8) hours straight time to CTO accrual for Wastewater Treatment Plant Operator’s working at least eight (8) hours on any of the following holidays: Christmas Day, Thanksgiving Day and Independence Day. 28:07 BEREAVEMENT LEAVE
Following the death of a relative defined by this section, paid bereavement leave will be granted upon request of an eligible employee. Bereavement leave shall be coincident to the arrangement of or attendance at a funeral or memorial service for the deceased.

Employees holding regular (non-probationary) appointments in all departments shall be granted Bereavement Leave to arrange for or attend a funeral or memorial service for the first and second degree of consanguinity (including in-laws and step relations) based upon the location of the funeral or memorial services and the relationship of the deceased to the employee:

If the service is within three hundred (300) miles of the City of Turlock:

Spouse Up to (6) six working days
Jessie Dhami
City Council Staff Report
December 10, 2024
From: Christopher Fisher, Municipal Services Director
Prepared by: Stephen Fremming, P.E., Principal Civil Engineer Agendized by: Reagan M. Wilson, City Manager

1. ACTION RECOMMENDED:

Motion: Reaffirming the determination made by the City Manager in response to the emergency created by the inoperative computer room air conditioning units at the Public Safety Facility and finding that the emergency will not permit a delay resulting from a competitive solicitation for bids pursuant to Public Contract Code 22050(c)(2)

2. DISCUSSION OF ISSUE:

Two (2) computer room air conditioning (CRAC) units located inside a server room at the Public Safety Facility provide cooling and humidity control for sensitive computer and server equipment. The IT Department roughly estimates that the units preserve $3 to $4 million worth of temperature and humidity-sensitive equipment related to IT, dispatch, 911, radio, and battery equipment. One (1) CRAC unit is no longer operational and cannot be replaced as parts are not available due to the equipment manufacturer going out of business. Over some days in the week of July 8th, one of the units was stripped of parts to keep the other unit temporarily operational. However, there is a high probability of failure of this unit. There is significant concern that damage will occur to the sensitive computer equipment as a result of high heat and humidity if this unit goes down.

On July 15, 2024, the City Manager declared, under the authority delegated to the City Manager by City of Turlock Resolution No. 2010-028 (Attachment B), replacement of the units an emergency (Attachment A) and ordered replacement of the affected facilities as authorized by Section 22050 of the Public Contract Code. The replacement will occur under City Project No. 24-035 and any other necessary actions as detailed in the Declaration of Emergency.

On July 23, 2024, the City Manager executed a contract with Champion Industrial Contractors, Inc. (Champion) in the amount of $299,377 for the construction of City Project No. 24-035 “Server Room AC Unit Replacement at the Public Safety Facility”. Champion has been given Notice to Proceed with project deliverables. City staff had anticipated that the new CRAC units would be installed in the first quarter of 2025 due to prior schedule projections provided by Champion due to an extensive lead time for fabrication and delivery of the equipment. City staff received an update from Champion that the equipment was received by Champion and the building permit process is complete. Scheduling the replacement commended soon thereafter and work is anticipated to be complete before the end of the calendar year. Following substantial completion of the project, staff will propose the termination of the emergency action.

On August 27, 2024, City Council approved an appropriation of funding for from Fund 118 "Measure A" unallocated reserves for the expenses associated with this project and Agenda Staff Report
12/10/2024
authorized a construction contingency amount for any necessary change orders related to the project.

3. BASIS OF RECOMMENDATION:

A. Pursuant to Public Contract Code § 22050(c), the Council must review the emergency action at every regularly scheduled meeting until the action is terminated.

4. FISCAL IMPACT / BUDGET AMENDMENT:

The total estimated construction costs are displayed below:

Construction Contract $299,377
Construction Contingency $15,000
Construction Engineering $10,000
Estimated Building Permit Fee $1,000
Total Estimated Project Cost in FY 24/25 $325,377
The designated project account number for FY 24/25 for this project is Fund 118 “Measure A” account number 118-20-205.51413 “HVAC”.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

This project was found to be exempt from CEQA per Section 15302 (Replacement or Reconstruction) of the California Environmental Quality Act (CEQA) Guidelines on July 23, 2024, as this section of the guidelines exempts projects that involve replacement of existing facilities where located at the same site and having substantially the same purpose as the replaced facility. No additional environmental determination is required.

8. ALTERNATIVES:

A. City Council could choose not to reaffirm the emergency declaration. This alternative is not recommended because of the significant potential negative impact to public safety if this equipment is inoperative.

D. Provide staff with direction on how to proceed.

9. ATTACHMENTS:

1. Attachment A - Emergency Declaration
Agenda Staff Report
12/10/2024

2. Attachment B - Resolution 2010-028

City Council Staff Report
December 10, 2024
From: Christopher Fisher, Municipal Services Director
Prepared by: James Governale, Administrative Analyst
Agendized by: Reagan M. Wilson, City Manager

1. ACTION RECOMMENDED:

Ordinance: Second and final reading of an ordinance amending Turlock Municipal Code Title 6 (Sanitation and Health), Chapter 6-4 (Sewage Disposal), Article 4 (Fees and Charges) to add Section 6-4-409 "Sewer Service User Rate Updates"

2. DISCUSSION OF ISSUE:

To respond to feedback from City Council about the frequency that sewer service rate studies take place, staff propose the addition of Section 6-4-409 "Sewer Service User Rate Updates" to the Turlock Municipal Code, as shown in the attached ordinance.

It is generally accepted as "best practice" for agencies who provide sewer treatment services to perform cost of service studies on a reocurring basis to ensure that customers are being charged in line with customer usage and net revenue requirements. At the October 8 City Council meeting and following an extensive cost-of-service study and full Proposition 218 process which can be reviewed in those respective staff reports (from the August 13 and October 8 City Council meetings), Council adopted updated sewer rates.

These updated sewer rates, not evaluated since 2013, represented a significant increase for Significant Industrial Users.

During the October 8 meeting and with consideration for mitigating sudden significant increases to sewer rates, Council directed the City Manager to present an ordinance that would amend the Turlock Municipal Code to include language about the regularity that cost of service studies would be performed and new rates would be adopted. Staff suggest adding a new section, 6-4-409 "Sewer Service User Rate Updates" to the Turlock Municipal Code, detailed in the attached draft ordinance in response to Council's feedback.

Following the approval of this action, this update will be formally included in the Turlock Municipal Code, pursuant to the ordinance.

3. BASIS OF RECOMMENDATION:

A. It is generally accepted to be best practice for agencies to perform cost of service studies on a regular basis of about every five years.

B. City Council provided feedback to the City Manager at the October 8, 2024 Council meeting that an ordinance should be presented to formalize this practice in the Turlock Municipal Code.

4. FISCAL IMPACT / BUDGET AMENDMENT:

There is no fiscal impact associated with this action. Future costs of study will be budgeted Agenda Staff Report
12/10/2024
for and presented to the City Council for approval with current financial information.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

The Ordinance has been reviewed with respect to applicability of the California Environmental Quality Act (“CEQA”) and the CEQA Guidelines. The Ordinance is not a project under CEQA Guidelines Section 15378(b)(4) because the Ordinance does not have the potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, as the Ordinance merely requires the City to review and adopt updated sewer service user rates at least every five years and does not involve any commitment to any specific project.

8. ALTERNATIVES:

A. City Council could choose to not add Section 6-4-409 "Sewer Service User Rate Updates". This alternative is not recommended because this is the way to formalize the addition of this practice to the Turlock Municipal Code, as was Council's request.

B. Provide staff direction on how to proceed.

9. ATTACHMENTS:

1. Draft Ordinance

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
ORDINANCE NO. -CS
WHEREAS, on October 8, 2024, the City of Turlock (“City”) recently adopted updated Sewer Service User Rates by adopting Resolution 2024-153; and WHEREAS, prior to the adoption of Resolution 2024-153, the City had not increased its sewer rates since January 1, 2013; and
WHEREAS, the City wants to establish a policy whereby sewer rates will be updated in a timely manner in order to ensure that rates are proportionately aligned with costs of service and to avoid the need for significant rate realignments or increases.

BE IT ORDAINED by the City Council of the City of Turlock as follows:

SECTION 1. ENVIRONMENTAL DETERMINATION: The Ordinance has been reviewed with respect to applicability of the California Environmental Quality Act (“CEQA”) and the CEQA Guidelines. The Ordinance is not a project under CEQA Guidelines Section 15378(b)(4) because the Ordinance does not have the potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, as the Ordinance merely requires the City to review and adopt updated sewer service user rates at least every five years and does not involve any commitment to any specific project.

SECTION 2. AMENDMENT: Title 6, Chapter 6-4, Article 4, shall hereby be amended to add Section 6-4-409, as follows:
6-4-409. Sewer Service User Rate Updates
The City will endeavor to review its costs of service and adopt updated sewer service user rates, pursuant to all applicable laws, at least every five years. Rates may be updated sooner than five years if warranted by significant changes in the City’s costs of service or the flows and/or loadings received by the City’s sewer system.

SECTION 3. VALIDITY: If any section, subsection, sentence, clause, word, or phrase of this ordinance is held to be unconstitutional or otherwise invalid for any reason, such decision shall not affect the validity of the remainder of this ordinance. The Turlock City Council hereby declares that they would have passed this ordinance, and each }
}
}

IN THE MATTER OF AMENDING TURLOCK
MUNICIPAL CODE TITLE 6 (SANITATION AND
HEALTH), CHAPTER 6-4 (SEWAGE DISPOSAL),
ARTICLE 4 (FEES AND CHARGES) TO ADD
SECTION 6-4-409 "SEWER SERVICE USER
RATE UPDATES"
}
}
}
}
}
}
Ordinance No. -CS

Page 2 ends

section, subsection, sentence, clause, word, or phrase thereof, irrespective of the fact that one or more section, subsection, sentence, clause, word, or phrase be declared invalid or unconstitutional.

SECTION 4. ENACTMENT: Prior to the expiration of fifteen (15) days from the passage and adoption thereof, this ordinance shall be published in a newspaper of general circulation printed and published in the County of Stanislaus, State of California, together with names of the members of the City Council voting for and against the same.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 12th day of November 2024, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

Signed and approved this 10th day of December, 2024.

SIGNED:
__________________________
AMY BUBLAK, Mayor
ATTEST:
___________________________
Julie Christel, City Clerk,
City of Turlock, County of Stanislaus,
State of California APPROVED AS TO FORM:
__________________________
George A. Petrulakis, City Attorney
City Council Staff Report
December 10, 2024
From: Isaac Moreno, Finance Director
Prepared by: Isaac Moreno, Finance Director
Agendized by: Reagan M. Wilson, City Manager

1. ACTION RECOMMENDED:

Staff recommends that the City Council and the Turlock Public Financing Authority Board of Directors each adopt their respective resolutions, approving an Official Statement and related documents and official actions, related to the issuance and sale of $29.5 million in lease revenue bonds for streets improvements.

2. DISCUSSION OF ISSUE:

The City has identified fixing the roads in the City as a top priority. Measure A, a ¾-cent sales tax measure for general city services, was passed in November of 2020. The City has designated 55% of Measure A money for road rehabilitation. In 2022, the Pavement Management Report was completed to assess existing conditions, and 15 roads were highlighted as priority for repair.

Plan of Finance: The City plans to utilize tax-exempt municipal bonds to provide financing for capital improvements to certain City streets (the “Project”). The proceeds of the Bonds, combined with existing dedicated funds on hand, are expected to provide sufficient funding for the next 24 months of Road Improvement Plan projects. The Bonds will be structured as lease revenue bonds, payable from lease payments made by the City to the Authority from all legally available funds pursuant to a lease agreement involving the City’s streets, including the street projects to be financed, and potentially other City owned assets, all as further described in the Lease Agreement approved at the June 13, 2023 City Council Meeting (collectively, the “Leased Property”). The Authority, which was formed by the City and the former Redevelopment Agency to assist the City with financing projects, will be used to assist in the financing as the counterparty to the various legal agreements and as issuer of the Bonds.

Based on current interest rates, and a par limitation of $29.5 million, the Bonds will generate between $28 and $29 million in proceeds for the City. Actual proceeds raised for projects will be dependent on interest rates at the time of the bond sale and the type of couponing used. The overall goal will be to maximize the amount of proceeds to be used for City street projects, while minimizing the overall interest rate and annual debt service requirements. The bonds will be structured with a 20-year term, with the first payments occurring in FY 2025/26 (interest on 10/1/25 and principal & interest on 4/1/26) and maturing on 4/1/45. The City will also maintain flexibility to pay off or refinance the Bonds early (likely 10 years after closing).

Based on a $29.5 million par amount and current interest rates for a 20-year term, annual debt service is estimated at approximately $2.4 million. In addition to the projects and financing costs, bond proceeds will also be used to fund a Debt Service Reserve Fund (DSRF) sized to one year of annual debt service. This security feature is preferred by Agenda Staff Report
12/10/2024
investors and will lead to a lower interest rate for the City. The DSRF ($2.4 million) can be invested, with the interest earnings being utilized to reduce each year’s annual debt service requirement. The DSRF will be used to make the City’s very last debt payment in 2045.

The bond financing is just one component of the City’s current overall holistic road funding strategy. As shown in the chart below, over $200 million of Road Program expenses are forecasted from FY 2024 to FY 2030, which is funded through a mix of reserves, annual revenues, and bond proceeds. The 2025 debt service of $2.4 million is approximately 30% of annual Measure A revenue, providing the City plenty of flexibility to leverage Measure A revenue for other purposes besides debt service.

Summary of the Resolutions: The subject resolutions authorize and approve the form of the Preliminary Official Statement, delegating to City staff the ability to finalize the document as needed for the issuance and sale of the Bonds. The adoption of each resolution is a legal prerequisite to allow for the completion of the appropriate documentation necessary for the issuance of the Bonds.

Recap of Documents Approved at June 13, 2023 City Council Meeting: A brief description of the documents approved on June 13, 2023 is as follows:
• Site Lease, between the City as lessor and the Authority as lessee, under which the City leases the Leased Property to the Authority in consideration of the payment of an upfront amount which will be applied by the City to the Project. • Lease Agreement, between the Authority as lessor and the City as lessee, under which the Authority leases the Leased Property back to the City and the City agrees to pay semiannual lease payments to provide revenues with which to pay principal and interest on the Bonds when due.

Agenda Staff Report
12/10/2024
• Indenture of Trust, between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), setting forth the terms and provisions relating to the Bonds.
• Assignment Agreement, between the Authority and the Trustee, whereby the Authority assigns certain of its rights under the Lease Agreement to the Trustee for the benefit of the Bond owners.
• Bond Purchase Agreement is the agreement pursuant to which Oppenheimer & Co. Inc., as bond underwriter, will purchase the Bonds from the Authority for further resale to ultimate purchasers (investors).

Summary of Preliminary Official Statement: A brief description of the Preliminary Official Statement, to be approved at this evening’s meeting, is as follows:
• Preliminary Official Statement, (the “POS”), has been prepared to provide material information to investors regarding the terms and security of the Bonds. The POS contains all the information a reasonable investor should know about the City’s General Fund, financials, budget, risks, operations, and policies before making the decision whether to purchase the Bonds. The POS also includes descriptions of the legal and financial aspects of the Bonds, as well as a summary of the various related legal documents. Certain information will not be known until the pricing of the Bonds (such as the final principal amount, the interest rates and the redemption dates) and this information is either left blank or noted as “preliminary, subject to change” in the POS. Oppenheimer, the underwriter, will use the POS to market the Bonds to potential investors. Once the Bonds have been priced, the final pricing information will be inserted into the POS, thereby converting it into a Final Official Statement.

Oppenheimer will then distribute the Final Official Statement to the individuals and institutions that placed orders to buy the Bonds from them.

Good Faith Estimates: The following information consists of estimates that have been provided by the Municipal Advisor (NHA Advisors, LLC) and has been represented by such party to have been provided in good faith:

Principal Amount: $29,500,000
True Interest Cost of the Bonds: 4.30%
Finance Charge of the Bonds (sum of all fees/charges paid to third parties): $446,262.50 Net Proceeds of the Bonds to be Received (net of finance charges, reserves, and capitalized interest, if any): $28,715,588.10
Total Payment Amount through Maturity of the Bonds: $47,737,375 The foregoing constitutes good faith estimates only. The principal amount of the Bonds, the true interest cost of the Bonds, the finance charges thereof, the amount of proceeds Agenda Staff Report
12/10/2024
received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to: (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates; (b) the actual principal amount of Bonds sold being different from the estimated amount used for purposes of such estimates; (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates; (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates; (e) other market conditions; or (f) alterations in the City’s financing plan, or a combination of such factors.

The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the City based on a variety of factors. The actual interest rates borne by the Bonds may be subject to change from what is presented above and that may have an impact on the amortization of the Bonds.

Timeline of Next Steps: Assuming approval of the resolutions, City staff and its financing team will (1) finalize the Preliminary Official Statement, (2) price the Bonds (i.e., interest rates locked) in mid-January 2025, and (3) close (i.e., funds available to the City) at the end of January 2025.

3. BASIS OF RECOMMENDATION:

City Council approval of the POS is the final action needed to have the Bonds marketed and sold. Approval of the POS is necessary to ensure all material information concerning the Bonds is included therein prior to being provided to potential investors. Once the Bonds have been priced, the final pricing information will be inserted into the POS, thereby converting it into a Final Official Statement.

4. FISCAL IMPACT / BUDGET AMENDMENT:

The annual debt service on the Bonds is estimated to be approximately $2.4 million. All fees for the financing team are contingent upon a successful closing and will be paid out of the costs of issuance for the Bonds, so as not to impact the City’s General Fund.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

This action is not subject to the provisions of the California Environmental Quality Act (CEQA) in accordance with Section 15378(b)(5) of the CEQA guidelines. This action consists of “organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment” and therefore is not considered a project.

8. ALTERNATIVES:

Agenda Staff Report
12/10/2024
A. Do not adopt but provide alternative direction to City staff.

9. ATTACHMENTS:

1. Turlock City Resolution Approving POS

2. Turlock PFA Resolution Approving POS

3. POS (Turlock 2025 Lease Revenue Bonds)

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

IN THE MATTER OF THE ISSUANCE AND
SALE OF $29.5 MILLION IN LEASE

REVENUE BONDS BY THE TURLOCK

PUBLIC FINANCING AUTHORITY,

APPROVING AN OFFICIAL STATEMENT

AND RELATED DOCUMENTS AND

OFFICIAL ACTIONS
_________
}
}
}
}
}
}
}
RESOLUTION NO. 2024-
WHEREAS, the City Council of the City of Turlock (the “City”) has identified fixing the roads within the City as a top priority; and
WHEREAS, Measure A, a ¾-cent sales tax measure for general City services, was passed by the voters in November 2020, and the City has designated 55% of Measure A money for road rehabilitation; and
WHEREAS, in 2022, the Pavement Management Report was completed to assess existing conditions, and 15 roads were highlighted as priority for repair; and WHEREAS, the City desires to provide financing for public capital improvements of the City anticipated to consist of certain City streets and related improvements (collectively, the “Project”); and
WHEREAS, the Turlock Public Financing Authority (the “Authority”) was formed to, among other things, assist the City with financing public capital improvements, including the Project; and
WHEREAS, pursuant to Resolution No. 2023-139 adopted on June 13, 2023 (the “Prior Resolution”), to provide financing for the Project, the City Council approved forms of documents pursuant to which it will agree to lease certain Leased Property (as defined therein); and
WHEREAS, the Authority proposes to issue and sell up to $29,500,000 principal amount of its Lease Revenue Bonds, Series 2025 (Streets Improvements) (the “Bonds”) under Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”); and WHEREAS, for purposes of the sale of the Bonds, the City and Authority have caused to be prepared an Official Statement describing the Bonds, the preliminary form of which is on file with the City Clerk and the City Council, with the aid of its staff, have undertaken such review of the Official Statement as hereinafter described as is necessary to assure proper disclosure of all material facts relating to the Bonds that are within the personal knowledge of City Council members and its staff; and Resolution No. 2024-

Page 2 ends

WHEREAS, the City Council wishes at this time to approve all proceedings of the City relating to the foregoing.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby . . .

Section 1. The terms of Prior Resolution are hereby confirmed without modification, except that the Bonds shall be designated Series 2025 and the true interest cost of the Bonds shall not exceed 5.25% (instead of 4.90%).

Section 2. The City Council approves and deems final within the meaning of Rule 15c2- 12 of the Securities Exchange Act of 1934 (the “Rule”), the preliminary Official Statement for the Bonds in the form on file with the City Clerk. The City Manager or his or her designee (each, an “Authorized Officer”) is authorized, at the request of the Underwriter, to execute an appropriate certificate affirming the City Council’s determination that said preliminary Official Statement has been deemed final within the meaning of said Rule.

The City Council approves the distribution of the preliminary Official Statement by the Underwriter to prospective investors, in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by an Authorized Officer. An Authorized Officer is authorized and directed to approve any changes in or additions to a final form of an Official Statement for the Bonds, and the execution thereof by an Authorized Officer will be conclusive evidence of approval of any such changes and additions. The City Council authorizes the distribution of the final Official Statement by the Underwriter, which will include final pricing information related to the Bonds.

Section 3. The Authorized Officers, the City Attorney, the City Clerk and all other officers of the City are each authorized and directed on behalf of the City to make any and all leases, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance or termination, warrants and other documents, which they or any of them deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 10th day of December, 2024, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

Resolution No. 2024-

Page 3 ends

ATTEST:
___________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California

BEFORE THE TURLOCK PUBLIC FINANCING AUTHORITY

IN THE MATTER OF THE ISSUANCE AND
SALE OF $29.5 MILLION IN LEASE

REVENUE BONDS, APPROVING AN

OFFICIAL STATEMENT AND RELATED

DOCUMENTS AND OFFICIAL ACTIONS
________
}
}
}
}
}
}
RESOLUTION NO. 2024-
WHEREAS, the Turlock Public Financing Authority (the “Authority”) was formed to, among other things, assist the City of Turlock (the “City”) with financing public capital improvements, including capital projects of the City; and WHEREAS, the City desires to provide financing for public capital improvements of the City anticipated to consist of certain City streets and related improvements (collectively, the “Project”); and
WHEREAS, pursuant to Resolution No. 2023-001 adopted on June 13, 2023 (the “Prior Resolution”), to provide financing for the Project, the Board of Directors of the Authority approved forms of documents pursuant to which the Authority will agree to lease certain Leased Property (as defined therein); and WHEREAS, the Authority proposes to issue and sell up to $29,500,000 principal amount of its Lease Revenue Bonds, Series 2025 (Streets Improvements) (the “Bonds”) under Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”); and WHEREAS, for purposes of the sale of the Bonds, the City and Authority have caused to be prepared an Official Statement describing the Bonds, the preliminary form of which is on file with the Secretary and the Board of Directors, with the aid of its staff, have undertaken such review of the Official Statement as hereinafter described as is necessary to assure proper disclosure of all material facts relating to the Bonds that are within the personal knowledge of members of the Board of Directors and its staff; and WHEREAS, the Board wishes at this time to approve all proceedings of the Authority relating to the foregoing.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Turlock Public Financing Authority does hereby . . .

Section 2. The Board of Directors hereby approves and deems final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the “Rule”), the preliminary Resolution No. 2024-

Page 2 ends

Official Statement for the Bonds in the form on file with the Secretary. The Executive Director or his or her designee (each, an “Authorized Officer”) is authorized, at the request of the Underwriter, to execute an appropriate certificate affirming the Authority’s determination that said preliminary Official Statement has been deemed final within the meaning of the Rule. The Board of Directors approves the distribution of the preliminary Official Statement by the Underwriter to prospective investors, in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by an Authorized Officer. An Authorized Officer is authorized and directed to approve any changes in or additions to a final form of an Official Statement for the Bonds, and the execution thereof by an Authorized Officer will be conclusive evidence of approval of any such changes and additions. The Board of Directors authorizes the distribution of the final Official Statement by the Underwriter, which will include final pricing information related to the Bonds.

Section 3. The Authorized Officers, the General Counsel to the Authority, the Secretary and all other officers of the Authority are each authorized and directed on behalf of the Authority to make any and all leases, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance or termination, warrants and other documents, which they or any of them deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf if such officer is absent or unavailable.

PASSED AND ADOPTED at a regular meeting of the Board of Directors of the Turlock Public Financing Authority this 10th day of December, 2024, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

ATTEST:
_______________________
Nichole Fiez, Secretary,
Turlock Public Financing Authority,
County of Stanislaus, State of
California
Jones Hall Draft of Nov. 15, 2025
PRELIMINARY OFFICIAL STATEMENT DATED _______, 2025
NEW ISSUE - FULL BOOK-ENTRY RATING: S&P: “__”
See “RATING”
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 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 Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS.”
$________*

TURLOCK PUBLIC FINANCING AUTHORITY
Lease Revenue Bonds, Series 2025
(Streets Improvements)
Dated: Date of Delivery Due: April 1, as shown on inside cover Authority for Issuance. The bonds captioned above (the “Bonds”) are being issued by the Turlock Public Financing Authority (the “Authority”) pursuant to an Indenture of Trust dated as of January 1, 2025 (the “Indenture”) by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), which was authorized by a resolution adopted by the Board of Directors of the Authority as described herein. See “THE BONDS – Authority for Issuance.” Use of Proceeds. The Bonds are being issued to (i) finance public capital improvements of the City of Turlock (the “City”) anticipated to consist of, but not limited to, certain City streets and related improvements, (ii) provide for a deposit to a debt service reserve fund for the Bonds (the “Reserve Fund”), and (iii) pay costs of issuance of the Bonds. See “FINANCING PLAN.” Security for the Bonds. Under the Indenture, the Bonds are payable from and secured by a first pledge of and lien on “Revenues” (as defined in this Official Statement) received by the Authority under the Lease Agreement dated as of January 1, 2025, by and between the Authority, as lessor, and the City, as lessee (the “Lease”), consisting primarily of semi-annual lease payments (the “Lease Payments”) made by the City under the Lease with respect to the lease of certain real property, as further described herein. The Bonds are also secured by certain funds on deposit under the Indenture, including the Reserve Fund. See “SECURITY FOR THE BONDS.” Bond Terms; Book-Entry Only. The Bonds will bear interest at the rates shown on the inside cover page, payable semiannually on April 1 and October 1 of each year, commencing on October 1, 2025, and will be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple of $5,000. The Bonds will be issued in book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Purchasers of the Bonds will not receive certificates representing their interests in the Bonds. Payments of the principal of and interest on the Bonds will be made to DTC, which is obligated in turn to remit such principal and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the Bonds.

See “THE BONDS – General Provisions.”
Reserve Fund. The Authority will establish the Reserve Fund from proceeds of the Bonds, as described herein. See “SECURITY FOR THE BONDS – Debt Service Reserve Fund.”
Redemption. The Bonds are subject to redemption prior to maturity. See “THE BONDS – Redemption.”

NEITHER THE BONDS, NOR THE OBLIGATION OF THE AUTHORITY TO PAY PRINCIPAL OF OR INTEREST THEREON,

NOR THE OBLIGATION OF THE CITY TO MAKE THE LEASE PAYMENTS, CONSTITUTE A DEBT OR A LIABILITY OF THE

AUTHORITY, THE CITY, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL LIMITATION ON INDEBTEDNESS, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE CITY. THE BONDS ARE SECURED SOLELY BY THE PLEDGE OF REVENUES AND CERTAIN FUNDS HELD UNDER THE INDENTURE. THE BONDS ARE NOT SECURED BY A PLEDGE OF THE TAXING POWER OF THE CITY.

MATURITY SCHEDULE
(see inside cover)
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR GENERAL REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE OF BONDS. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE PURCHASE OF THE BONDS.

The Bonds are offered when, as and if issued and received by the Underwriter and subject to the approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will also be passed upon for the Authority and the City by Jones Hall, A Professional Law Corporation, as Disclosure Counsel. Certain legal matters will be passed upon for the City by the City Attorney. Certain legal matters will be passed upon for the Underwriter by its counsel, Stradling Yocca Carlson & Rauth LLP. It is anticipated that the Bonds will be delivered in book-entry form through the facilities of DTC on or about _______________, 2025*.
[Oppenheimer logo]
The date of this Official Statement is: ______, 2025.
* Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances will this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor will there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful.

MATURITY SCHEDULE
$_________ Serial Bonds
Maturity Principal Interest
(April 1) Amount Rate Yield Price CUSIP†
$___________ ____% Term Bonds due April 1, 20___; Price: _____%; Yield: ______; CUSIP†: _______
* Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. Copyright© CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database.

CUSIP® numbers are provided for convenience of reference only. None of the City, the Authority nor the Underwriter takes any responsibility for the accuracy of such numbers.

TURLOCK PUBLIC FINANCING AUTHORITY
(Stanislaus County, California)
_______________________
AUTHORITY BOARD / CITY COUNCIL*
Amy Bublak, Chair/Mayor
Kevin Bixel, Boardmember/Councilmember (District 1)
Rebecka Monez, Boardmember/Councilmember (District 2)
Cassandra Abram, Boardmember/Councilmember (District 3) Pam Franco, Boardmember/Councilmember (District 4)

CITY / AUTHORITY STAFF
Reagan M. Wilson, City Manager/Executive Director
Isaac Moreno, Finance Director/Treasurer
Diana Lewis, City Treasurer
Julie Christel, City Clerk/Secretary
George A. Petrulakis, City Attorney/General Counsel

PROFESSIONAL SERVICES
Municipal Advisor
NHA Advisors, LLC
San Rafael, California
Bond Counsel and Disclosure Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California
Trustee
U.S. Bank Trust Company, National Association
Los Angeles, California
* At the November 5, 2024 election, Councilmember Rebecka Monez was re-elected to a new four-year term for District 2, and Erika Phillips was elected to a four-year term to replace Councilmember Pam Franco for District 4.

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations with respect to the Bonds other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been authorized.

This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the City or any other parties described in this Official Statement, or in the condition of the security for the Bonds since the date of this Official Statement.

This Official Statement is submitted in connection with the sale of the Bonds referred to in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract with the purchasers of the Bonds. Prospective investors should not construe the contents of this Official Statement as legal, tax or investment advice.

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

The Underwriter has submitted the following statement for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

All references to and summaries of the Indenture or other documents contained in this Official Statement are subject to the provisions of those documents and do not purport to be complete statements of those documents.

The Bonds have not been registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in reliance upon exemptions for the issuance and sale of municipal securities provided under Section 3(a)(2) of the Securities Act of 1933 and Section 3(a)(12) of the Securities Exchange Act of 1934.

Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. No assurance is given that actual results will meet the forecasts of the City in any way, regardless of the level of optimism communicated in the information. The City is not obligated to issue any updates or revisions to the forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur.

The references to internet websites in this Official Statement are shown for reference and convenience only; unless explicitly stated to the contrary, the information contained within the websites and any links contained within those websites are not incorporated herein by reference and do not constitute part of this Official Statement. i
INTRODUCTION................................................1 FINANCING PLAN .............................................3 General...........................................................3 Estimated Sources and Uses.........................4
THE LEASED PROPERTY ................................5
Leased Property.............................................5 Substitution and Release ...............................5 DEBT SERVICE SCHEDULE ............................7
THE BONDS ......................................................8 Authority for Issuance.....................................8 General Provisions.........................................8 Transfer, Registration and Exchange.............9
Redemption..................................................10 Book-Entry Only System ..............................11 SECURITY FOR THE BONDS ........................12
Revenues; Pledge of Revenues...................12
Assignment to Trustee .................................12 Allocation of Funds by Trustee.....................13
Debt Service Reserve Fund .........................13
Lease Payments...........................................14 Limited Obligation.........................................16 Additional Obligations...................................16 Source of Lease Payments; Covenant to
Budget and Appropriate ...........................16
Abatement....................................................16 Remedies on Default....................................17 Property Insurance.......................................18 THE AUTHORITY ............................................19 THE CITY.........................................................20 General.........................................................20 City Government ..........................................20 Labor Relations ............................................21 CITY FINANCIAL INFORMATION ...................21
Accounting and Financial Reporting.............21
General Fund, the Budget Process and
Information ...............................................22 Financial Statements....................................22 Sales and Use Taxes ...................................25 Property Taxes.............................................27 Transient Occupancy Tax ............................30
Other Sources of Revenues.........................30
Direct and Overlapping Bonded Debt...........31
Relevant Fiscal Policies ...............................32 Employee Retirement System; CalPERS.....34
Other Post-Employment Benefit (OPEB)
Plan ..........................................................37 General Fund Long-Term Indebtedness ......37

CONSTITUTIONAL AND STATUTORY

LIMITATIONS ON TAXES AND
APPROPRIATIONS .....................................39
Article XIIIA of the State Constitution ...........39
Article XIIIB of the State Constitution ...........39
Articles XIIIC and XIIID of the State
Constitution ..............................................40 Proposition 1A; Proposition 22.....................41
Unitary Property ...........................................42 Initiative 1935 ...............................................42 Possible Future Initiatives ............................43 BOND OWNERS’ RISKS .................................44
No Pledge of Taxes......................................44 Abatement....................................................44 Limited Recourse on Default; No Right to
Repossess; No Acceleration of Lease
Payments .................................................45 Additional Obligations of the City .................46
Default..........................................................46 Sales Taxes..................................................47 Property Taxes.............................................47 Natural Calamities........................................48 Pandemic Diseases......................................49 Cyber Security..............................................49 Limitations on Remedies Available to Bond
Owners.....................................................50 Secondary Market for Bonds........................50
TAX MATTERS ................................................51 CERTAIN LEGAL MATTERS...........................52
LITIGATION .....................................................52 RATING............................................................53 CONTINUING DISCLOSURE ..........................53
MUNICIPAL ADVISOR ....................................53 UNDERWRITING.............................................54 CONTINGENT FEES .......................................54 EXECUTION ....................................................54 APPENDIX A: AUDITED FINANCIAL STATEMENTS OF THE CITY FOR FISCAL YEAR ENDED JUNE 30, 2023 APPENDIX B: GENERAL INFORMATION ABOUT THE CITY OF TURLOCK AND THE COUNTY OF STANISLAUS APPENDIX C: SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
APPENDIX D: FORM OF CONTINUING DISCLOSURE CERTIFICATE
APPENDIX E: FORM OF OPINION OF BOND COUNSEL
APPENDIX F: DTC AND THE BOOK-ENTRY ONLY SYSTEM
ii
[REGIONAL LOCATION MAP]
-1-
__________________________________

OFFICIAL STATEMENT
__________________________________
$________*

TURLOCK PUBLIC FINANCING AUTHORITY
Lease Revenue Bonds, Series 2025
(Streets Improvements)

INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement.

The offering of the Bonds to potential investors is made only by means of the entire Official Statement. Capitalized terms used but not defined in this Official Statement have the meanings set forth in the Indenture (as defined below). See “APPENDIX C – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS.”
Authority for Issuance. The Turlock Public Financing Authority (the “Authority”) is issuing the bonds captioned above (the “Bonds”) under the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the California Government Code (the “Bond Law”), resolutions adopted by the Board of Directors (the “Board”) of the Authority on June 13, 2023 and __________, 2024 (together, the “Authority Resolution”), and by the City Council (the “City Council”) of the City of Turlock (the “City”) on June 13, 2023 and __________, 2024 (together, the “City Resolution”), and an Indenture of Trust (the “Indenture”) dated as of January 1, 2025, by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

Purpose of the Bonds. The Bonds are being issued to (i) finance public capital improvements of the City anticipated to consist of, but not limited to, certain City streets and related improvements, (ii) provide for a deposit to a debt service reserve fund for the Bonds, and (iii) pay costs of issuance of the Bonds. See “FINANCING PLAN.” The Authority and the City. The Authority is a joint powers authority established pursuant to that certain Joint Exercise of Powers Agreement dated as of December 15, 1998, by and between the City and the Turlock Redevelopment Agency (now succeeded by the Successor Agency to the Turlock Redevelopment Agency). The Authority is governed by a five-member Board of Directors (the “Board”), which consists of the members of the City Council of the City.

The Authority was created for the purpose of assisting the financing or refinancing of certain public capital facilities of benefit to the City. Under the Bond Law, the Authority has the power to lease real property in furtherance of the acquisition of public improvements necessary or convenient for the operation of the City, or to purchase bonds issued by any local agency at public or negotiated sale and may sell such bonds to public or private purchasers at public or negotiated sale. See “THE AUTHORITY.”
* Preliminary; subject to change.
-2-
The City is located in the heart of California’s Central Valley. The City is the second largest city in Stanislaus County (the “County”), with a population which has grown steadily from 13,992 in 1970 to over 70,000 today. The City is approximately 135 miles from San Francisco and 94 miles from Sacramento. The City was incorporated in 1908 and utilizes a Council-Manager form of government. The City Council is made up of five members who set policy and the City budget.

For additional background, and certain demographic and economic information regarding the City and the County, see APPENDIX B.

Bond Terms; Book-Entry Only. The Bonds will bear interest at the rates shown on the inside cover page, payable semiannually on April 1 and October 1 of each year, commencing on October 1, 2025. The Bonds will be issued in fully registered form, registered in the name of The Depository Trust Company (“DTC”), or its nominee, which will act as securities depository for the Bonds. Purchasers of the Bonds will not receive certificates representing the Bonds that are purchased. See “THE BONDS – Book-Entry Only System” and “APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Security for the Bonds. The City and the Authority will enter into a Site Lease dated as of January 1, 2025 (the “Site Lease”), under which the City will lease certain real property to the Authority, as described herein (the “Leased Property”), to the Authority and as further described herein under the caption “THE LEASED PROPERTY.” The net proceeds of the Bonds will be used by the Authority to fund the payment obligation under the Site Lease.

In order to secure the payments of principal of and interest on the Bonds, the Authority will lease the Leased Property back to the City under a Lease Agreement (the “Lease Agreement”), under which the City is obligated to pay semiannual lease payments (the “Lease Payments”) as rental for the Leased Property, and the Authority will assign substantially all of its rights under the Lease Agreement to U.S. Bank Trust Company, National Association as trustee for the Bonds. The Bonds are payable from and secured by a first pledge of and lien on the Revenues received by the Authority under the Lease Agreement, consisting primarily of the Lease Payments. To provide an additional source of funds for payment of the Bonds, the Authority will establish a debt service reserve fund for the Bonds from proceeds of the Bonds, as described herein.

Under the Lease, the City covenants to take all actions required to include the Lease Payments in each of its budgets during the Term of the Lease and to make the necessary appropriations for all Lease Payments and Additional Rental Payments. This covenant of the City constitutes a duty imposed by law and each and every public official of the City is required to take all actions required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in the Lease agreed to be carried out and performed by the City. See “SECURITY FOR THE BONDS.” Redemption. The Bonds are subject to redemption prior to their stated maturity dates.

See “THE BONDS – Redemption.”
Abatement. The Lease Payments are subject to complete or partial abatement in the event and to the extent that there is substantial interference with the City’s use and possession of the Leased Property or any portion thereof. If the Lease Payments are abated under the Lease, the Bond Owners may receive less than the full amount of principal of and interest on the Bonds.

See “SECURITY FOR THE BONDS – Abatement” and “BOND OWNERS’ RISKS.” -3-
Additional Obligations. Under the Indenture, the Authority covenants that no additional bonds, notes or other indebtedness shall be issued or incurred by the Authority which are payable out of the Revenues in whole or in part. However, the City is permitted to enter into other obligations which constitute additional charges against its revenues, including pursuant to additional leases involving the Leased Property, without the consent of Owners of the Bonds.

Risks of Investment. Debt service on the Bonds is payable only from Lease Payments and other amounts payable by the City to the Authority under the Lease. The Lease Payments are payable from revenues available in the City’s general fund, which revenues may be materially adversely affected by numerous factors outside the City’s control. For a discussion of some of the risks associated with the purchase of the Bonds, see “BOND OWNERS’ RISKS.”

NEITHER THE BONDS, THE OBLIGATION OF THE AUTHORITY TO PAY PRINCIPAL

OF OR INTEREST THEREON, NOR THE OBLIGATION OF THE CITY TO MAKE THE LEASE

PAYMENTS, CONSTITUTE A DEBT OR A LIABILITY OF THE AUTHORITY, THE CITY, THE

STATE OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY

CONSTITUTIONAL LIMITATION ON INDEBTEDNESS, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE CITY. THE BONDS ARE SECURED SOLELY BY THE PLEDGE OF REVENUES AND CERTAIN FUNDS HELD UNDER THE INDENTURE. THE BONDS ARE NOT SECURED BY A PLEDGE OF THE TAXING POWER OF THE CITY.

FINANCING PLAN
General
The Bonds are being issued to (i) finance public capital improvements of the City anticipated to consist of, but not limited to, certain City streets and related improvements, (ii) provide for a deposit to a debt service reserve fund for the Bonds, and (iii) pay costs of issuance of the Bonds.

The City Council has identified fixing the roads within the City as a top priority. Measure A, a ¾-cent sales tax measure for general City services (described further herein), was passed by the voters in November 2020, and the City has designated 50% of Measure A money for road rehabilitation. In 2022, a pavement management report was completed for the City to assess existing conditions, and 15 roads were highlighted as priority for repair. These and potentially other roads will be improved using the net proceeds of the Bonds. -4-
Estimated Sources and Uses
The estimated sources and uses of funds relating to the Bonds are as follows:

Sources:

Principal Amount of Bonds $
Plus/Less [Net] Original Issue Premium/Discount
TOTAL SOURCES $
Uses:

Deposit to Project Fund
Deposit to Reserve Fund(1)
Costs of Issuance(2)
TOTAL USES $
(1) Represents the initial Reserve Requirement for the Bonds. (2) Represents funds to be used to pay Costs of Issuance, which include rating agency fees, bond counsel, disclosure counsel, Trustee fees, Underwriter’s discount and other costs of issuing the Bonds. -5-

THE LEASED PROPERTY
Leased Property
The Leased Property consists of the City’s interest in the roadway portion of the City’s public streets, whether fee simple or easement, including arterials, collectors and residential streets. According to a Pavement Management Report, dated September 13, 2022, prepared by Michael Baker International for the City, there are approximately 508 lane miles (252 centerline miles) of City streets, consisting of 91 miles of arterials, 134 miles of collectors and 283 miles of residential streets.

Simultaneously with the delivery of the Bonds, the Authority will acquire a leasehold interest in the Leased Property from the City. The Authority will sublease the Leased Property to the City pursuant to the Lease. Under the Lease, the City has agreed to maintain the Leased Property in good working condition.

The City estimates that the Leased Property has a value of at least the aggregate principal amount of the Bonds. The City and the Authority, based on records they maintain, estimate the current annual fair rental value of the Leased Property to be not less than the amount of the annual Lease Payments.

Bondholders do not have a mortgage on any portion of the Leased Property and no ability to foreclose on the Leased Property. The Trustee does not have the right to resell, relet or take possession of the Leased Property in the Event of Default. See “BOND OWNERS’ RISKS – Limited Recourse on Default; No Right to Repossess; No Acceleration of Lease Payments” and “SECURITY FOR THE BONDS – Remedies on Default” herein.

Substitution and Release
Substitution of Lease Property. Under the Lease, the City has the option at any time and from time to time, to substitute other real property (the “Substitute Property”) for the Leased Property or any portion thereof (the “Former Property”), upon satisfaction of all of the conditions set forth in the Lease, which consist of the following:
• No Event of Default has occurred and is continuing.
• The City has filed with the Authority and the Trustee, and, if applicable, caused to be recorded in the office of the Stanislaus County Recorder sufficient memorialization of an amendment hereof that adds the legal description of the Substitute Property to the Lease and deletes therefrom the legal description of the Former Property, and, if applicable, has filed and caused to be recorded corresponding amendments to the Site Lease and Assignment Agreement. • If the Substitute Property is property other than all or a portion of the City’s streets, the City has obtained a CLTA policy of title insurance insuring the City’s leasehold estate hereunder in the Substitute Property, subject only to Permitted Encumbrances, in an amount at least equal to the estimated value thereof. • The City has certified in writing to the Authority and the Trustee that the Substitute Property serves the municipal purposes of the City and constitutes property which -6-
the City is permitted to lease under the laws of the State of California, and has been determined to be important to the proper, efficient and economic operation of the City and to serve a proper governmental function of the City. • The Substitute Property does not cause the City to violate any of its covenants, representations and warranties made in the Lease.
• The City has filed with the Authority and the Trustee a written certificate of the City or other written evidence stating that the estimated fair rental value of the Leased Property following the substitution will be at least equal to the aggregate principal amount of the Bonds then outstanding, and that the useful life of the Substitute Property at least extends to the stated termination date of the Lease.

Upon the satisfaction of all such conditions precedent, the Term of the Lease will thereupon end as to the Former Property and commence as to the Substitute Property, and all references to the Former Property will apply with full force and effect to the Substitute Property.

The City is not entitled to any reduction, diminution, extension or other modification of the Lease Payments whatsoever as a result of any substitution of property under this Section.

Release of Leased Property. Under the Lease, the City has the option at any time and from time to time to release any portion of the Leased Property from the Lease (the “Released Property”) provided that the City has satisfied all of the requirements under the Lease that are conditions precedent to such removal, which consist of the following:
• No Event of Default has occurred and is continuing.
• The City has filed with the Authority and the Trustee, and, if applicable, caused to be recorded in the office of the Stanislaus County Recorder sufficient memorialization of an amendment to the Lease, the Site Lease and the Assignment Agreement which removes the Released Property from the Site Lease, the Assignment Agreement and the Lease.
• The City has certified in writing to the Authority and the Trustee that the value of the property which remains subject to the Lease following such release is at least equal to the then outstanding principal amount of the Bonds, and the fair rental value of the property which remains subject to the Lease following such release is at least equal to the Lease Payments thereafter coming due and payable thereunder.

Upon the satisfaction of all the conditions precedent set forth in the Lease, the term of the Lease will end as to the Released Property. The City is not entitled to any reduction, diminution, extension or other modification of the Lease Payments whatsoever as a result of such release. -7-

DEBT SERVICE SCHEDULE
The table below shows annual debt service payments on the Bonds.

Year Ending
April 1 Principal Interest
Total
Debt Service
Total:
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THE BONDS
This section provides summaries of the Bonds and certain provisions of the Indenture.

See APPENDIX C for a more complete summary of the Indenture. Capitalized terms used but not defined in this section have the meanings given in APPENDIX C.

Authority for Issuance
The Bonds are being issued under the Bond Law and the Indenture, approved pursuant to the Authority Resolution and the City Resolution.

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

Payments of Principal and Interest. Interest on the Bonds will be payable on April 1 and October 1 in each year, beginning October 1, 2025 (each an “Interest Payment Date”).

Interest on the Bonds is payable from the Interest Payment Date next preceding the date of its authentication unless: a Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it will bear interest from such Interest Payment Date, a Bond is authenticated on or before 15 days prior to the first Interest Payment Date, in which event interest thereon will be payable from the Closing Date, or interest on any Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has been paid in full, payable on each Interest Payment Date.

Interest is computed on the basis of a 360-day year composed of 12 months of 30 days each and payable on each Interest Payment Date to the persons in whose names the ownership of the Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest on any Bond which is not punctually paid or duly provided for on any Interest Payment Date is payable to the person in whose name the ownership of such Bond is registered on the Registration Books at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice of which is given to such Owner by first-class mail not less than 10 days prior to such special record date.

The Trustee will pay interest on the Bonds by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Owners of the Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. At the written request of the Owner of Bonds in an aggregate principal amount of at least $1,000,000, which written request is on file with the Trustee as of any Record Date, the Trustee will pay interest on such Bonds on each succeeding Interest Payment Date by wire transfer in immediately available funds to such account of a financial institution within the United States of America as specified in such written request, which written request will remain in effect until rescinded in writing by the Owner.
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While the Bonds are subject to the book-entry system, the principal, interest and any redemption premium with respect to the Bonds will be paid by the Trustee to DTC for subsequent disbursement to beneficial owners of the Bonds. See “– Book-Entry Only System” below.

Record Date. Under the Indenture, “Record Date” means, with respect to any Interest Payment Date, the 15th calendar day of the month preceding such Interest Payment Date, whether or not such day is a Business Day.

Transfer, Registration and Exchange
The following provisions regarding the exchange and transfer of the Bonds apply only during any period in which the Bonds are not subject to DTC’s book-entry system. While the Bonds are subject to DTC’s book-entry system, their exchange and transfer will be affected through DTC and the Participants and will be subject to the procedures, rules and requirements established by DTC. See “APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Bond Register. The Trustee will keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which will upon reasonable notice as agreed to by the Trustee, be open to inspection during regular business hours by the Authority; and, upon presentation for such purpose, the Trustee will, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Bonds as provided in the Indenture.

Transfer and Exchange. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Bond to the Trustee at its Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. The Trustee will require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.

Whenever any Bond is or Bonds are surrendered for transfer, the Authority will execute and the Trustee will authenticate and deliver to the transferee a new Bond or Bonds of like series, interest rate, maturity and aggregate principal amount. The Authority will pay the cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer of Bonds.

The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations and of the same series, interest rate and maturity. The Trustee will require the Owner requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. The Authority will pay the cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange of Bonds.

The Trustee may refuse to transfer or exchange, under the provisions of the Indenture described above, any Bonds selected by the Trustee for redemption under the Indenture, or any Bonds during the period established by the Trustee for the selection of Bonds for redemption. -10-
Redemption*
Optional Redemption. The Bonds maturing on or before April 1, ____, are not subject to optional redemption prior to their respective stated maturities. The Bonds maturing on or after April 1, _____, are subject to optional redemption in whole, or in part at the at the election of the Authority (at the direction of the City) among maturities on such basis as designated by the Authority and by lot within a maturity, at the option of the Authority, on any date on or after April 1, _____, from any available source of funds, at a redemption price equal to 100% of the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium.

Mandatory Sinking Fund Redemption. The Bonds maturing April 1, _____ (the “Term Bonds”) are subject to mandatory redemption in part 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 and on April 1 in the respective years as set forth in the following table; provided, however, that if some but not all of the Term Bonds have been optionally redeemed, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of the Term Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the Authority (as set forth in a schedule provided by the Authority to the Trustee).

Term Bonds Maturing April 1, ______
Sinking Fund
Redemption Date
(April 1)
Principal Amount
To Be Redeemed
Extraordinary Mandatory Redemption. The Bonds are subject to mandatory redemption prior to maturity in whole or in part, among maturities as determined by the Authority, on any date, at a redemption price equal to 100% of the principal amount thereof to be redeemed (plus accrued but unpaid interest to the redemption date), without premium, from Net Proceeds received under from amounts deposited in the Insurance and Condemnation Fund under the Indenture, and any other funds available under the Indenture for purposes of that fund and/or Surplus Bond Proceeds.

Selection of Bonds for Redemption. Whenever provision is made in the Indenture for the redemption of less than all of the Bonds of a single maturity, the Trustee will select the Bonds of that maturity to be redeemed by lot in any manner which the Trustee in its sole discretion deems appropriate. For purposes of such selection, the Trustee will treat each Bond as consisting of separate $5,000 portions and each such portion will be subject to redemption as if such portion were a separate Bond.
* Preliminary; subject to change.
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Notice of Redemption. The Trustee will give notice of redemption of the Bonds by first class mail, postage prepaid, not less than 20 nor more than 60 days before any redemption date, to the respective Owners of any Bonds designated for redemption at their addresses appearing on the Registration Books and to one or more Securities Depositories and to the Municipal Securities Rulemaking Board.

Neither the failure to receive any notice nor any defect therein will affect the sufficiency of the proceedings for such redemption or the cessation of accrual of interest from and after the redemption date. Notice of redemption of Bonds will be given by the Trustee, at the expense of the Authority, for and on behalf of the Authority.

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

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

Effect of Redemption. When notice of redemption has been duly given as set forth in the Indenture, and moneys for payment of the redemption price of, together with interest accrued to the date fixed for redemption on, including any applicable premium, the Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Bonds (or portions thereof) so called for redemption will become due and payable, interest on the Bonds so called for redemption will cease to accrue, those Bonds (or portions thereof) will cease to be entitled to any benefit or security under the Indenture, and the Owners of those Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof.

Book-Entry Only System
The Bonds will be issued as fully registered bonds in book-entry only form, registered in the name of Cede & Co. as nominee of DTC, and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple of $5,000, under the book-entry system maintained by DTC. While the Bonds are subject to the book-entry system, the principal, interest and any redemption premium with respect to a Bond will be paid by the Trustee to DTC, which in turn is obligated to remit such payment to its DTC Participants for subsequent disbursement to Beneficial Owners of the Bonds. Purchasers of the Bonds will not receive certificates representing their interests therein, which will be held at DTC. See “APPENDIX F – DTC AND THE BOOKENTRY ONLY SYSTEM” for further information regarding DTC and the book-entry system. -12-

SECURITY FOR THE BONDS
The principal of and interest on the Bonds are not a debt of the Authority or the City, nor a legal or equitable pledge, charge, lien or encumbrance, upon any of their respective property, or upon any of their income, receipts, or revenues except the Revenues and other amounts pledged under the Indenture.

This section provides summaries of the security for the Bonds and certain provisions of the Indenture, the Lease and the Site Lease. See “APPENDIX C – Summary of Principal Legal Documents” for a more complete summary of the Indenture, the Lease, the Site Lease and the Assignment Agreement. Capitalized terms used but not defined in this section have the meanings given in APPENDIX C.

Revenues; Pledge of Revenues
Pledge of Revenues and Other Amounts. Under the Indenture, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, all of the Revenues and all amounts (including proceeds of the sale of the Bonds) held in any fund or account established under the Indenture are pledged to secure the payment of the principal of and interest on the Bonds in accordance with their terms and the provisions of the Indenture. This pledge constitutes a lien on and security interest in the Revenues and such amounts and will attach, be perfected and be valid and binding from and after the Closing Date, without the need for any physical delivery thereof or further act. “Revenues” are defined in the Indenture as all amounts received by the Authority or the Trustee under or with respect to the Lease, including, without limiting the generality of the foregoing, all of the Lease Payments (including both timely and delinquent payments, any late charges, and whether paid from any source), but excluding (i) any amounts the City is obligated to pay under the Lease or under another lease as additional amounts of rental for the use and occupancy of the Leased Property if such additional amounts of rental are pledged or assigned for the payment of any bonds, notes, leases or obligations other than the Bonds, (ii) any Additional Rental Payments (described below); and all interest, profits or other income derived from the investment of amounts in any fund or account established under the Indenture.

Assignment to Trustee
Under the Assignment Agreement, the Authority will transfer to the Trustee all of the rights of the Authority in the Lease (other than the rights of the Authority under the provisions of the Lease regarding Additional Rental Payments, repayment of advances, indemnification, and the payment of attorneys’ fees). The Trustee is entitled to collect and receive all of the Revenues, and any Revenues collected or received by the Authority will be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and will immediately be paid by the Authority to the Trustee. The Trustee is also entitled to and will, subject to the provisions of the Indenture regarding duties of the Trustee, take all steps, actions and proceedings which the Trustee determines to be reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City under the Lease.
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Allocation of Funds by Trustee
Deposit of Revenues into Bond Fund. All Revenues shall be promptly deposited by the Trustee upon receipt thereof in a special fund designated as the “Bond Fund” which the Trustee shall establish, maintain and hold in trust; except that all moneys received by the Trustee and required under the Indenture or under the Lease to be deposited in the Redemption Fund or the Insurance and Condemnation Fund shall be promptly deposited in such funds. All Revenues deposited with the Trustee shall be held, disbursed, allocated and applied by the Trustee only as provided in the Indenture. Any surplus remaining in the Bond Fund, after payment in full of (i) the principal of and interest on the Bonds or provision therefore under the Indenture, and (ii) any applicable fees and expenses to the Trustee, shall be withdrawn by the Trustee and remitted to the City.

Transfers from the Bond Fund. On or before each Interest Payment Date, the Trustee will transfer from the Bond Fund and deposit into the following respective accounts (each of which the Trustee will establish and maintain within the Bond Fund), the following amounts in the following order of priority:

Deposit to Interest Account. The Trustee will deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to be at least equal to the amount of interest becoming due and payable on such Interest Payment Date on all Bonds then Outstanding.

Deposit to Principal Account. The Trustee will deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the Bonds coming due and payable on such Interest Payment Date.

Application of Accounts within Bond Fund.

Application of Interest Account. All amounts in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it comes due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity).

Application of Principal Account. All amounts in the Principal Account will be used and withdrawn by the Trustee solely to pay the principal amount of the Bonds at their respective maturity dates.

Application of Redemption Fund. The Trustee shall establish and maintain the Redemption Fund, into which the Trustee shall deposit a portion of the Revenues received, in accordance with a Written Request of the Authority, amounts in which shall be used and withdrawn by the Trustee solely for the purpose of paying the principal and premium (if any) of any Bonds to be optionally redeemed under the Indenture.

Debt Service Reserve Fund
Upon delivery of the Bonds, the Trustee will establish a debt service reserve fund for the Bonds (the “Reserve Fund”), which the Trustee shall maintain and hold in trust; and deposit there in an amount of the proceeds equal to the “Reserve Requirement,” which means, as of any date of calculation thereof by the Authority, an amount equal to the lesser of (a) 10% of the original -14-
principal amount of the Bonds, (b) the maximum amount of debt service coming due in the current or any future Bond Year with respect to the Bonds, or (c) 125% of average annual debt service for the Bonds. The initial Reserve Requirement may be recalculated by the Authority on any date; all amounts on deposit in the Reserve Fund in excess of the Reserve Requirement as calculated from time to time, and all amounts derived from the investment of amounts in the Reserve Fund which are not required to be retained therein to maintain the Reserve Requirement, will be available for transfer by the Trustee to the Bond Fund.

The Authority has the right to either meet the Reserve Requirement at the time of issuance of the Bonds or at any time thereafter to cause the Trustee to release cash from the Reserve Fund, in whole or in part, by tendering to the Trustee a Qualified Reserve Fund Credit Instrument, as defined in the Indenture.

If five Business Days prior to any Interest Payment Date the moneys available in the Bond Fund do not equal the amount of the Lease Payment then coming due and payable, the Trustee shall apply the moneys available in the Reserve Fund or shall draw on such Qualified Reserve Fund Credit Instrument to make such payments on behalf of the Authority by transferring the amount necessary for this purpose to the Bond Fund. Upon receipt of any delinquent Lease Payment with respect to which moneys have been advanced from the Reserve Fund or from such Qualified Reserve Fund Credit Instrument, such Lease Payment shall be deposited in the Reserve Fund to the extent of such advance, as needed to provide the Reserve Requirement or to reimburse such draw on the Qualified Reserve Fund Credit Instrument.

If on any Interest Payment Date, the moneys on deposit in the Reserve Fund and the Bond Fund are sufficient to pay or prepay all Outstanding Bonds, including all principal, interest and prepayment premiums (if any) thereon, the Trustee shall, upon the written request of the Authority, transfer all amounts then on deposit in the Reserve Fund to the Bond Fund to be applied for such purpose to the payment of the Lease Payments on behalf of the Authority.

Lease Payments
Requirement to Make Lease Payments. Under the Lease, subject to the provisions of the Lease concerning rental abatement (see – “Abatement,” below) and prepayment of Lease Payments, the City agrees to pay to the Authority, its successors and assigns, the Lease Payments in the respective amounts specified in the Lease, to be due and payable in immediately available funds on the Lease Payment Dates immediately preceding each of the respective Interest Payment Dates specified in the Lease, and to be deposited by the City with the Trustee on each of the Lease Payment Dates specified in the Lease (defined as the 5th Business Day immediately preceding each Interest Payment Date).

Any amount held in the Bond Fund, the Interest Account and the Principal Account on any Lease Payment Date (other than amounts resulting from the prepayment of the Lease Payments in part but not in whole under the Lease, and amounts required for payment of past due principal or interest on any Bonds not presented for payment) will be credited towards the Lease Payment then required to be paid under the Lease.

The City is not required to deposit any Lease Payment with the Trustee on any Lease Payment Date if the amounts then held in the Bond Fund, the Interest Account and the Principal Account are at least equal to the Lease Payment then required to be deposited with the Trustee. -15-
The Lease Payments payable in any Rental Period are for the use of the Leased Property during that Rental Period.

Rate on Overdue Lease Payments. If the City fails to make any of the payments of Lease Payments required in the Lease, the payment in default will continue as an obligation of the City until the amount in default has been fully paid, and the City agrees to pay the same with interest thereon, from the date of default to the date of payment at the highest rate of interest on any Outstanding Bond.

Fair Rental Value. The aggregate amount of the Lease Payments and Additional Rental Payments coming due and payable during each Rental Period constitute the total rental for the Leased Property for such Rental Period, and are payable by the City in each Rental Period for and in consideration of the right of the use and occupancy of, and the continued quiet use and enjoyment of the Leased Property during each Rental Period. The Authority and the City have agreed and determined that the total Lease Payments represent the fair rental value of the Leased Property. In making that determination, consideration has been given to the estimated value of the Leased Property, other obligations of the City and the Authority under the Lease, the uses and purposes which may be served by the Leased Property and the benefits therefrom which will accrue to the City and the general public.

Additional Rental Payments. In addition to the Lease Payments, the City shall pay when due the following amounts of Additional Rental Payments in consideration of the lease of the Leased Property by the City from the Authority:
(a) All fees and expenses incurred by the Authority in connection with or by reason of its leasehold estate in the Leased Property, when due;
(b) All reasonable compensation to the Trustee for all services rendered under the Indenture and for all reasonable expenses, charges, costs, liabilities, legal fees and other disbursements incurred in and about the performance of its powers and duties under the Indenture;
(c) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under the Lease or the Indenture;
(d) Amounts coming due and payable as Excess Investment Earnings in accordance with the Lease; and
(e) The reasonable out-of-pocket expenses of the Authority in connection with the execution and delivery of the Lease or the Indenture, or in connection with the issuance of the Bonds, including but not limited to any and all expenses incurred in connection with the authorization, sale and delivery of the Bonds, or incurred by the Authority in connection with any litigation which may at any time be instituted involving the Lease, the Bonds, the Indenture or any of the other documents contemplated thereby, or otherwise incurred in connection with the administration of the Lease.
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Limited Obligation

THE OBLIGATION OF THE CITY TO MAKE THE LEASE PAYMENTS DOES NOT

CONSTITUTE A DEBT OF THE CITY, THE AUTHORITY OR THE STATE OR OF ANY

POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR

STATUTORY DEBT LIMIT OR RESTRICTION, AND DOES NOT CONSTITUTE AN

OBLIGATION FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION.

Additional Obligations
Under the Indenture, the Authority covenants that no additional bonds, notes or other indebtedness will be issued or incurred which are payable out of the Revenues in whole or in part.

However, the Lease provides that the Lease may be amended to obligate the City to pay additional amounts of rental for the use and occupancy of the Leased Property, but only if (a) such additional amounts of rental are pledged or assigned for the payment of any bonds, notes, leases or other obligations the proceeds of which are applied to finance or refinance the acquisition or construction of any real or personal property for which the City is authorized to expend funds subject to its control,
(b) the City has obtained and filed with the Trustee an appraisal or other written evidence that the value of the Leased Property is at least equal to the aggregate principal amount of the Outstanding Bonds and all such other bonds, notes, leases or other obligations, and (c) the City has filed with the Trustee written evidence that the amendments made for this purpose will not of themselves cause a reduction or withdrawal of any rating then assigned to the Bonds.

Source of Lease Payments; Covenant to Budget and Appropriate The Lease Payments are payable from any source of available funds of the City, subject to the provisions of the Lease regarding abatement. See “– Abatement” herein.

Abatement
Termination or Abatement Due to Eminent Domain. Under the Lease, if the Leased Property is taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the Term of the Lease thereupon ceases as of the day possession is taken. If less than all of the Leased Property is taken permanently, or if the Leased Property is taken temporarily, under the power of eminent domain, then:
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(a) the Lease will continue in full force and effect with respect thereto and does not terminate by virtue of such taking, and the parties waive the benefit of any law to the contrary; and
(b) the Lease Payments are subject to abatement in an amount determined by the City such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portions of the Leased Property.

Abatement Due to Damage or Destruction. The Lease Payments are subject to abatement during any period in which by reason of damage or destruction (other than by eminent domain as described above) there is substantial interference with the use and occupancy by the City of the Leased Property or any portion thereof.

In the case of damage or destruction of only a portion of the Leased Property, the Lease Payments are subject to abatement in an amount determined by the City such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portions of the Leased Property not damaged or destroyed. Such abatement will continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction.

If any such damage or destruction occurs, the Lease continues in full force and effect and the City waives any right to terminate this Lease by virtue of any such damage and destruction.

The City must maintain title insurance on the Leased Property during the term of the Lease, which proceeds would be available to pay Lease Payments in the event of a title defect.

Remedies on Default
Failure by the City to make Lease Payments, or failure to pay Additional Rental Payments or to observe and perform any other terms, covenants or conditions contained in the Lease or in the Indenture for a period of 30 days after written notice of such failure and request that it be remedied has been given to the City by the Authority or the Trustee, constitute Events of Default under the Lease. Such events permit the Trustee or the Authority to pursue any and all available remedies. However, notwithstanding anything in the Lease or in the Indenture to the contrary, neither the Authority nor the Trustee have any right, under the Lease, the Site Lease or otherwise, to sell, repossess or re-lease the Leased Property, nor is there any right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments that are not then in default to be immediately due and payable. See “BOND OWNERS’ RISKS – Limited Recourse on Default; No Right to Repossess; No Acceleration of Lease Payments” herein.

Following an event of default, the Authority or the Trustee may elect either to terminate the Lease and seek to collect damages from the City or to maintain the Lease in effect and seek to collect the Lease Payments as they become due. Under the Assignment Agreement, the Authority assigns all of its rights with respect to remedies in an Event of Default to the Trustee, so that all such remedies will be exercised by the Trustee and the Bond Owners as provided in the Indenture. See “BOND OWNERS’ RISKS – Limited Recourse on Default; No Right to Repossess; No Acceleration of Lease Payments” herein.

In the Event of Default, there is no remedy of acceleration of the total Lease Payments due over the term of the Lease and neither the Authority nor the Trustee are empowered to sell or re-let the Leased Property and use the proceeds of such sale or re-letting to redeem the Certificates or pay debt service with respect thereto.
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The City will be liable only for Lease Payments on an annual basis and, in the Event of Default, the Authority or Trustee would be required to seek a separate judgment each year for that year’s defaulted Lease Payments. Any such suit for money damages would be subject to limitations on legal remedies against municipalities in California, including a limitation on enforcement of judgments against funds of a Fiscal Year other than the Fiscal Year in which the Lease Payments were due and against funds needed to serve the public welfare and interest.

Property Insurance
Liability Insurance. Under the Lease, the City is required to maintain or cause to be maintained throughout the Term of the Lease, but only if and to the extent available from reputable insurers at reasonable cost in the reasonable opinion of the City, a standard commercial general liability insurance policy or policies in protection of the Authority, the City, and their respective members, officers, agents, employees and assigns.

Such policy or policies must provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Leased Property. Such policy or policies must provide coverage in such liability limits and be subject to such deductibles as the City deems adequate and prudent.

Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of selfinsurance by the City, subject to the provisions of the Lease regarding self-insurance, or in the form of the participation by the City in a joint powers agency or other program providing pooled insurance. The proceeds of such liability insurance must be applied toward extinguishment or satisfaction of the liability with respect to which paid.

Property Insurance. If and only if the Leased Property does not consist of all or a portion of the City’s streets, the City is required to procure and maintain, or cause to be procured and maintained, property insurance against loss or damage to all buildings situated on the Leased Property, in an amount at least equal to the lesser of (a) 100% of the replacement value of the insured buildings, or (b) 100% of the aggregate principal amount of the Outstanding Bonds.

Because the Leased Property initially consists of an interest in City streets, no property insurance will be obtained or maintained initially.

Such insurance must, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, fire and such other hazards as are normally covered by such insurance, and must include earthquake insurance if available at reasonable cost from reputable insurers in the judgment of the City. Such insurance may be subject to such deductibles as the City deems adequate and prudent.

Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of the participation by the City in a joint powers agency or other program providing pooled insurance; provided that such insurance may not be maintained by the City in the form of self-insurance. The Net Proceeds of such insurance must be applied as provided in the Lease.

Insurance Net Proceeds; Form of Policies. Each policy of casualty insurance, rental interruption insurance, and title insurance if any, maintained under the Lease must name the -19-
Trustee as loss payee so as to provide that all proceeds thereunder are payable to the Trustee.

The City shall pay or cause to be paid when due the premiums for all insurance policies required by the Lease. All such policies shall provide that the Trustee is given 30 days’ notice of each expiration, any intended cancellation thereof or reduction of the coverage provided thereby. The Net Proceeds of such insurance must be applied as provided in the Lease.

The City must file with the Trustee annually, within 90 days following the close of each Fiscal Year, a certificate of the City stating that all policies of insurance required under the Lease are then in full force and effect. The Trustee has no responsibility for the sufficiency, adequacy or amount of any insurance or self-insurance herein required and is fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss.

If any liability and property damage insurance maintained under the Lease is provided in the form of self-insurance, the City must file with the Trustee annually, within 90 days following the close of each Fiscal Year, a statement of the risk manager of the City or an independent insurance adviser engaged by the City identifying the extent of such self-insurance and stating the determination that the City maintains sufficient reserves with respect thereto. If any such insurance is provided in the form of self-insurance by the City, the City has no obligation to make any payment with respect to any insured event except from those reserves.

THE AUTHORITY
The Authority is a joint exercise of powers authority duly organized and existing under and pursuant to that Joint Exercise of Powers Agreement dated as of December 15, 1998, by and between the City and the Successor Agency to the Turlock Redevelopment Agency (as successor to the Turlock Redevelopment Agency), and under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code.

The Authority was formed for the purpose, among others, of assisting the City in the acquisition, construction and financing of public improvements that are of public benefit to the City. Under the Law, the Authority has the power to lease real property in furtherance of the acquisition of public improvements necessary or convenient for the operation of the City, or to purchase bonds issued by any local agency at public or negotiated sale and may sell such bonds to public or private purchasers at public or negotiated sale.

The Authority is governed by a five-member Board of Directors (the “Board”), which consists of the members of the City Council of the City. The Mayor and the Vice Mayor of the City serve as the Chair and Vice Chair, respectively, the City Manager serves as the Executive Director, the City Clerk serves as the Secretary, and the City’s Finance Director serves as the Treasurer of the Authority.

The Authority covenants in the Indenture to maintain its existence as a joint exercise of powers agency while any Bonds are Outstanding, including by substituting a new member for the Successor Agency to the Turlock Redevelopment Agency if determined to be necessary for such purpose.
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THE CITY
General
The City is located in the heart of California's Central Valley. The City is the second largest city in the County with a population which has grown steadily from 13,992 in 1970 to over 70,000 today. The City is approximately 135 miles from San Francisco and 94 miles from Sacramento.

The City was incorporated in 1908 and utilizes a Council-Manager form of government. The City Council is made up of five members who set policy and the City budget.

The City provides police, fire (through agreement with the Modesto Fire Department), street and infrastructure maintenance, storm drain, park and community recreation, museum, community development and other services to residents. The City also provides water and wastewater services through the operations of its utility enterprises and operates the Turlock Municipal Airport.

For additional background, and certain demographic and economic information regarding the City and the County, see APPENDIX B.

City Government
The City operates under a Council-Manager structure of government. Policy making and legislative authority are vested in the City Council, which is responsible, among other matters, for passing resolutions and ordinances, adopting the City budget, appointing committees, and hiring the City Manager. The City Council is comprised of five members, including a City-wide-elected Mayor and four Councilmembers elected by district. Each member serves a staggered 4-year term. The City Manager is responsible for carrying out the policies and ordinances of the City Council, for overseeing the day-to-day operations of the City, and for appointing the heads of the various departments.

The City Council of the City currently consists of the following persons:

Name and Office
Current Term
Expires*
Amy Bublak, Mayor November 2026
Kevin Bixel, Councilmember (District 1) November 2026
Rebecka Monez, Councilmember (District 2) November 2024 Cassandra Abram, Councilmember (District 3) November 2026 Pam Franco, Councilmember (District 4) November 2024
* At the November 5, 2024 election, Councilmember Rebecka Monez was re-elected to a new four-year term for District 2, and Erika Phillips was elected to a four-year term to replace Councilmember Pam Franco for District 4.

Following are short biographies of the City Manager and Finance Director:

Reagan M. Wilson, City Manager. Mr. Wilson was appointed City Manager in February 2022. From 1974 to 2003, Mr. Wilson worked for the County, including serving as Chief Executive Officer of the County from 1993 until 2003. He holds a Bachelor’s Degree in Political Science and Government, Economics from California State University, Stanislaus. -21-
Isaac Moreno, Finance Director. Mr. Moreno has served as Finance Director since October 2021. Before that time, he had served as Assistant City Manager for the City of Selma since January 2015. He has a Master’s Degree in Business Administration and Management from the University of Phoenix.

Labor Relations
The City had approximately 293 full-time employees as of November 12, 2024. City employees are represented by seven labor organizations. The City characterizes labor relations as being good, stable and productive. Six of the labor organizations have contracts that are effective through September 18, 2022, and one agreement was extended through September 18, 2024. The City has not experienced a major work stoppage by City employees in the last 20+ years.

CITY FINANCIAL INFORMATION
Accounting and Financial Reporting
The City maintains its accounting records in accordance with Generally Accepted Accounting Principles (“GAAP”) and the standards established by the Governmental Accounting Standards Board (“GASB”).

Governmental funds are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Under this method, revenues are recognized when measurable and available. The City considers all revenues reported in the governmental funds to be available if the revenues are collected within ninety days after year-end. Expenditures are recorded when the related fund liability is incurred, except for principal and interest on general long-term debt, claims and judgments, and accumulated unpaid vacation, sick pay and other employee benefit amounts, which are recognized as expenditures to the extent they have matured. General capital asset acquisitions are reported as expenditures in governmental funds.

Proceeds of general long-term debt and acquisitions under capital leases are reported as other financing sources.

Non-exchange transactions, in which the City gives or receives value without directly receiving or giving equal value in exchange, include property taxes, grants, entitlements, and donations. On the accrual basis, revenue from taxes is recognized in the fiscal year for which the taxes are levied or assessed. Revenue from grants, entitlements, and donations is recognized in the fiscal year in which all eligibility requirements have been satisfied.

Other revenues susceptible to accrual are sales taxes and interest revenue. Forfeitures, licenses, other permits and miscellaneous revenue are not susceptible to accrual because they are not measurable until received in cash. Grant funding received in advance of the related expenditure is accounted for as unearned revenue.

Grant revenues are recognized in the Fiscal Year in which all eligibility requirements are met. Under the terms of grant agreements, the City may fund certain programs with a combination of cost-reimbursement grants, categorical block grants, and general revenues. Thus, both restricted and unrestricted net position are available to finance program expenditures. The City’s policy is to first apply restricted grant resources to such programs, followed by general revenues if necessary.
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The City Council employs, at the beginning of each Fiscal Year, an independent certified public accounting firm which, at such time or times as specified by the City Council, at least annually, at such other times as such firm shall determine, examines the books, records, inventories and reports of all officers and employees who receive, control, handle or disburse public funds and of all such other officers, employees or departments as the City Council may direct. As soon as practicable after the end of the Fiscal Year, a final audit and report is submitted by such firm to the City Council and a copy of the financial statements as of the close of the Fiscal Year is published.

For additional details, see APPENDIX A.

General Fund, the Budget Process and Information
General Fund. The City’s General Fund is its primary operating fund and is where the City accounts for all its general-purpose revenues. It is distinguished from the City’s other governmental funds that are used to account for special purpose revenues, capital projects, debt service activities, and monies held for the benefit of others.

Fiscal Year Budget Process. The City operates on a Fiscal Year basis that begins on July 1 of each year and ends on June 30 of the following year. The annual budget adopted by the City Council provides for the general operation of the City. Development of the City’s annual budget is a process which generally begins in February and March and continues until the budget is adopted by the City Council in June. The General City Budget includes programs which are provided on a largely City-wide basis. The programs and services are financed primarily by the City’s share of sales tax, property tax, revenues from the State and/or federal government, and charges for services provided.

The City Council approves total budgeted appropriations and any amendments to appropriations throughout the Fiscal Year. Appropriations lapse at Fiscal Year-end. The City Council generally reauthorizes appropriations for continuing projects and activities. The City Council has the legal authority to amend the budget of any fund at any time during the Fiscal Year. The budgetary level of control (the level on which expenditures may not legally exceed appropriations) is generally at the fund level. The City Manager is authorized to transfer budgeted amounts within departments within any fund; however, any revisions that alter the total expenditures of any fund must be approved by the City Council.

Fiscal Year 2024-25 Adopted Budget. The adopted budget for Fiscal Year 2024-25 was approved on June 11, 2024. The adopted budget projects General Fund revenues to be approximately $64.1 million and expenditures to be approximately $62.5 million. The vast majority of these revenues come from taxes and assessments.

Financial Statements
The City’s accounting policies conform to generally accepted accounting principles and reporting standards set forth by the State Controller. The audited financial statements also conform to the principles and standards for public financial reporting established by GASB. The City’s Annual Comprehensive Financial Report (“ACFR”) for Fiscal Year 2022-23, including the City’s audited financial statements, is set forth in Appendix A. -23-
Statements of Revenues and Expenditures. The following table provides a five-year history of the City’s General Fund revenues, expenditures, and changes in fund balances for Fiscal Years 2018-19 through 2022-23.

TABLE 1
City of Turlock
Statements of Revenues, Expenditures and Changes in General Fund Balance Fiscal Years 2018-19 through 2022-23
Audited
2018-19
Audited
2019-20
Audited
2020-21
Audited
2021-22
Audited
2022-23
Revenues
Taxes and assessments $24,110,750 $24,098,386 $27,518,605 $29,735,857 $32,882,082 Measure A sales tax -- -- 3,224,606 15,166,113 15,247,244 Licenses and permits 1,812,585 2,042,136 1,877,928 2,274,420 5,476,400 Fines, forfeitures, and penalties 185,122 125,770 108,019 97,365 105,216 Use of money and property 659,590 417,608 187,271 (854,099) 604,271 Intergovernmental 7,245,710 7,301,729 11,460,748 8,149,588 8,656,448 Charges for current services 4,477,413 4,330,822 4,495,128 5,718,403 7,686,524 Other revenue 193,771 224,510 143,683 161,015 130,386
Total Revenues 38,684,941 38,540,961 49,015,988 60,448,662 70,788,571 Expenditures
Current:

General Government 4,862,426 4,821,527 7,056,424 7,645,832 7,711,826 Public safety 31,961,206 30,341,211 30,386,486 33,612,827 35,218,501 Public ways and facilities/transportation 240,333 292,598 373,682 391,022 545,902 Parks and recreation 2,255,162 1,759,423 1,547,048 2,158,114 2,595,693 Community development 805,520 859,419 639,200 705,911 4,662,388 Capital outlay 14,344 11,739 3,502 39,084 1,868,486
Debt service:

Principal 237,683 243,181 244,931 255,022 357,094
Interest and fiscal charges 112,618 103,122 93,381 83,289 132,632 Total expenditures 40,489,292 38,432,220 40,344,654 44,891,101 53,092,522 Excess (deficiency) of revenues over
(under) expenditures (1,804,351) 108,741 8,671,334 15,557,561 17,696,049 Other financing sources(uses)
Issuance of debt -- -- -- 1,755,110 --
Contributions from private purpose trust 244,700 48,401 56,806 58,738 87,729 Proceeds from sale of property 13,667 21,536 1,294 24,985 1,028 Transfers in(1) 2,506,962 2,578,911 2,678,412 3,121,380 6,308,555 Transfers (out)(1) (1,740,818) (1,494,815) (1,407,110) (3,811,101) (10,901,355) Total other financing sources 1,024,511 1,154,033 1,329,402 1,149,112 (4,504,043) Net Change in fund balances (779,840) 1,262,774 10,000,736 16,706,673 13,192,006 Beginning of year(2) 11,521,338 10,741,498 12,004,272 21,915,893 38,622,566 End of year $10,741,498 $12,004,272 $22,005,008 $38,622,566 $51,814,572 ____________
(1) Transfers-in generally consist of transfers from the Water Fund and Sewer Fund to reimburse the General Fund for administrative costs allocated to the enterprises, while transfers-out generally consist of transfers to Non-Major Governmental Funds to fund operations and capital improvement projects.
(2) There was a prior period adjustment of ($89,115) for Fiscal Year 2021-22.

Source: City Finance Department and City of Turlock - Audited Financial Statements for Fiscal Years 2018-19 through 2022-23. -24-
Statements of Revenues and Expenditures. The following table provides a five-year history of the City’s General Fund revenues, expenditures, and changes in fund balances for Fiscal Years 2018-19 through 2022-23.

TABLE 2
City of Turlock
General Fund Balance Sheets
Fiscal Years 2018-19 through 2022-23
Audited
2018-19
Audited
2019-20
Audited
2020-21
Audited
2021-22
Audited
2022-23
Assets
Cash and investments $6,346,048 $10,074,659 $20,441,685 $35,595,673 $44,901,699 Accounts receivable 5,082,548 5,243,243 8,622,448 9,279,830 11,231,321 Interest receivable 125,302 72,969 100,120 179,868 434,523 Due from developers 20,041 20,041 20,041 20,041 20,041
Due from other funds 3,261,110 -- -- -- --
Loans receivable 4,341 4,017 19 3,549 5,058
Prepaid expenditures 5,971 5,474 6,789 1,758,320 1,758,303 Leases receivable -- -- -- 504,825 494,860
Total Assets 14,845,361 15,420,403 29,191,102 47,342,106 58,845,805 Liabilities
Accounts payable 1,757,796 944,963 4,761,017 5,501,385 3,871,605 Payroll payable 925,532 877,096 829,667 1,321,440 1,272,355 Unearned revenue 244,476 196,439 277,416 297,631 218,879 Deposits payable 982,196 1,203,770 1,124,131 907,696 994,122 Total Liabilities 3,910,000 3,222,268 6,992,231 8,028,152 6,356,961 Deferred Inflow of Resources
Unavailable revenues 193,863 193,863 193,863 193,863 193,863 Related to leases -- -- -- 497,525 480,409
Total Deferred Inflows of Resources 193,863 193,863 193,863 691,388 674,272 Fund Balances
Nonspendable 30,353 29,532 26,849 1,789,210 1,789,239
Committed 1,625,552 1,858,488 2,443,878 2,874,296 3,271,333 Assigned 524,803 524,256 510,366 529,862 536,270
Unassigned 8,560,790 9,591,996 19,023,915 33,429,198 46,217,730 Total Fund Balance 10,741,498 12,004,272 22,005,008 38,622,566 51,814,572 Total Liabilities & Fund Balance $14,845,361 $15,420,403 $29,191,102 $47,342,106 $58,845,805 _____________
Source: City of Turlock - Audited Financial Statements for Fiscal Years 2018-19 through 2022-23. -25-
Governmental Activities Key Revenue Components (Taxes and Assessments). The following tables sets forth the components of the City largest category of revenues (Taxes and Assessments), encompassing the General Fund and funds related to other governmental activities. Fiscal Year 2022-23 information is unaudited.

TABLE 3
City of Turlock
Governmental Activities – Components of Taxes and Assessments Fiscal Years 2018-19 through 2022-23
Type of Tax 2018-19 2019-20 2020-21 2021-22 2022-23
Property taxes $6,332,982 $6,679,966 $7,259,509 $7,527,601 $8,802,762 Sales taxes(1) 15,052,640 14,737,188 20,889,466 34,268,587 36,309,141 VLF in lieu 6,698,598 7,077,974 7,445,318 7,829,457 8,336,087 Other Taxes 4,100,273 4,336,473 4,117,973 4,836,266 14,353,172 Totals $32,184,493 $32,831,601 $39,712,266 $54,461,911 $67,801,162 _______________________
(1) Includes Measure A (3/4-cent sales tax), which became effective April 1, 2021.

Source: City of Turlock - Audited Financial Statements for Fiscal Years 2018-19 through 2021-22 and unaudited financial statements for Fiscal Year 2022-23.

Sales and Use Taxes
Overview. Sales and use taxes typically represents the largest source of tax revenues to the City’s General Fund. Sales and use taxes are less stable sources of revenues to the City, given that they are based on consumer spending within the City which is impacted by a variety of factors including the overall economy and other factors.

This category includes Measure A revenues, which became effective during Fiscal Year 2020-21.

Measure A. Measure A, which was approved by voters in the City on November 3, 2020, and became effective April 1, 2021, is a general (unrestricted) transaction and use tax in the amount of ¾-cent. As a general tax, it can be used for any General Fund purposes, including paying the Lease Payments which secure repayment of the Bonds. This sales and use tax has no sunset date.
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Historic Taxable Transactions. The following table shows historical taxable transactions in the City for the most recent five years available.

TABLE 4
City of Turlock
Taxable Transactions
Calendar Years 2020 through 2024
(In Thousands of Dollars)
2020 2021 2022 2023 2024
% Change from
2023-24
Motor Vehicle and Parts Dealers $125,272 $171,966 $164,078 $152,370 $152,667 0.19% Home Furnishings and Appliances 14,377 18,747 15,685 13,260 11,349 -14.41 Building Materials 124,078 151,588 148,017 140,019 140,560 0.39 Food and beverage stores 60,424 70,149 71,170 70,462 70,462 0.00 Gasoline stations 120,044 115,223 160,894 157,384 149,453 -5.04 Apparel stores 68,148 91,074 105,496 104,420 107,657 3.10 General merchandise stores 264,175 294,736 316,190 321,130 317,515 -1.13 Food services and drinking places 162,723 174,645 211,524 220,877 220,064 -0.37 Other retail stores 87,063 126,610 132,364 297,168 507,538 70.79 Total Retail and Food Services 1,026,303 1,214,738 1,325,419 1,477,090 1,677,264 13.55 All other outlets 267,700 281,565 329,494 331,753 317,233 -4.38 Total All Outlets $1,294,004 $1,496,303 $1,654,913 $1,808,843 $1,994,497 10.26% ____________________
Source: California Department of Tax and Fee Administration.

State-Wide Sales Tax Law. Taxable transactions in the City are currently subject to the following sales and use tax, of which the City’s share is only a portion. The City collects a percentage of taxable sales in the City (minus certain administrative costs) pursuant to the Bradley-Burns Uniform Local Sales and Use Tax (the “Sales Tax Law”). The State collects and administers the sales tax under the Sales Tax Law, and makes distributions on taxes collected within the City, as shown in the following table.

TABLE 5
City of Turlock
Sales Tax Rate as of November 1, 2024
Statewide Rate 7.250%
Stanislaus County Library Transaction and Use Tax 0.125 Stanislaus County Measure L Local Roads First Transportation 0.500 City of Turlock Transactions and Use Tax (Measure A) 0.750 Total 8.625%
____________
Source: California Department of Tax and Fee Administration (CDTFA).

Sales Tax Collection Procedures. Collection of the sales and use tax is administered by the California Department of Tax and Fee Administration (the “CDTFA”). This process was formerly administered by the State Board of Equalization. The Taxpayer Transparency and Fairness Act of 2017, which took effect July 1, 2017, restructured the State Board of Equalization and separated its functions among three separate entities: the State Board of Equalization, the CDTFA and the Office of Tax Appeals. The State Board of Equalization will continue to perform the duties assigned to it by the State Constitution, while all other duties will be transferred to the newly established CDTFA and the Office of Tax Appeals. CDTFA will handle most of the taxes and fees previously collected by the State Board of Equalization, including sales and use tax. -27-
Under the Sales and Use Tax Law, all sales and use taxes collected by the CDTFA under a contract with any city, city and county, or county are required to be transmitted by the CDTFA to such city, city and county, or county periodically as promptly as feasible. These transmittals are required to be made at least twice in each calendar quarter.

Under its procedures, the CDTFA projects receipts of the sales and use tax on a quarterly basis and remits an advance of the receipts of the sales and use tax to the City on a monthly basis. The amount of each monthly advance is based upon the CDTFA’s quarterly projection.

During the last month of each quarter, the CDTFA adjusts the amount remitted to reflect the actual receipts of the sales and use tax for the previous quarter.

The CDTFA receives an administrative fee based on the cost of services provided by the Board to the City in administering the City’s sales tax, which is deducted from revenue generated by the sales and use tax before it is distributed to the City.

Applicability of Sales and Use Tax. Sales and use taxes are complementary taxes; when one applies, the other does not. In general, the statewide sales tax applies to gross receipts of retailers from the sale of tangible personal property in the State. The use tax is imposed on the purchase, for storage, use or other consumption in the State of tangible personal property from any retailer. The use tax generally applies to purchases of personal property from a retailer outside the State where the use will occur within the State. The sales tax is imposed upon the same transactions and items as the statewide sales tax and the statewide use tax.

Certain transactions are exempt from the State sales tax, including sales of the following products:
• food products for home consumption;
• prescription medicine;
• newspapers and periodicals;
• edible livestock and their feed;
• seed and fertilizer used in raising food for human consumption; and • gas, electricity and water when delivered to consumers through mains, lines and pipes.

This is not an exhaustive list of exempt transactions. A comprehensive list can be found in the CDTFA’s Publication 61 (December 2022) entitled “Sales and Use Taxes: Exemptions and Exclusions,” which can be found on the CDTFA’s website at http://www.cdtfa.ca.gov/. The reference to this Internet website is provided for reference and convenience only. The information contained within the website may not be current, has not been reviewed by the City and is not incorporated in this Official Statement by reference.

Property Taxes
Property Taxes represents the second-largest sources of taxes to the City’s General Fund, after sales and use taxes. Property taxes represent a very stable source of revenue to the City, and are based in large part on assessed valuations of property located in the City.

Property Tax Delinquencies; Teeter Plan. Certain counties in the State of California, including the County, offer a statutory program entitled Alternate Method of Distribution of Tax -28-
Levies and Collections and of Tax Sale Proceeds (the “Teeter Plan”). Under the Teeter Plan local taxing entities receive 100% of their tax levies net of delinquencies, but do not receive interest or penalties on delinquent taxes collected by the county. The County includes the City’s property tax collections in its Teeter Plan. Consequently, the City’s receipt of property taxes is equal to 100% of the amount levied. There is no assurance that the County will continue the Teeter Plan or that the City will continue to participate in the Teeter Plan. Delinquencies in the payment of property taxes could have an adverse effect on the ability of the City to make Lease Payments should the County discontinue the Teeter Plan or the City withdraw from or not be able to continue in the Teeter Plan.

General Method of Property Tax Calculations. Proposition 13, passed in 1978, established the current property tax regime for local agencies, including the City, throughout the State. Under Proposition 13, subject to voter-approved debt and certain other exceptions, the base property tax rate on a parcel is limited to 1% of its assessed value and the property tax collected by this 1% County-wide rate is shared by the local agencies eligible to receive property taxes within the applicable County pursuant to applicable State law. Under Proposition 13, the 1975-76 fiscal year serves as the original base year used in determining the assessment for real property. Thereafter, annual increases to the base year value are limited to the inflation rate, as measured by the California Consumer Price Index, or 2%, whichever is less. A new base year value, however, is also established whenever a property, or portion thereof, has had a change in ownership or has been newly constructed. See “CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS – Article XIIIA of the State Constitution” for additional information.

Proposition 8, enacted in 1978, allows for a temporary reduction in assessed value when a property suffers a “decline-in-value.” As of the January 1st (lien date) each year, the Assessor must enroll either a property’s Proposition 13 value (adjusted annually for inflation by no more than 2%) or its current market value, whichever is less. When the current market value replaces the higher Proposition 13 value, the lower value is commonly referred to as a “Proposition 8 Value.” “Proposition 8 values” are temporary and, once enrolled, must be reviewed annually by the assessor until the Proposition 13 adjusted base year value is enrolled.

Levy and Collection of Property Taxes. Property taxes are levied for each fiscal year on taxable real and personal property as of the preceding January 1. For assessment and collection purposes, property is classified either as “secured” or “unsecured” and is listed accordingly on separate parts of the assessment roll. The “secured roll” is that part of the assessment roll containing State-assessed public utilities property and real property the taxes on which have a viable tax lien, in the opinion of the County Assessor, to secure payment of the taxes. Other property is assessed on the “unsecured roll.” Property taxes on the secured roll are due in two installments, on November 1 and February 1 of each fiscal year, and become delinquent on December 10 and April 10, respectively.

A penalty of 10% attaches immediately to all delinquent payments. Property on the secured roll with respect to which taxes are delinquent become tax defaulted on or about June 30 of the fiscal year. Such property may thereafter be redeemed by payment of a penalty of 1% per month to the time of redemption, plus costs and a redemption fee. If taxes are unpaid for a period of five years or more, the property is deeded to the State and may be sold at public auction.

Property taxes on the unsecured roll are due as of the January 1 lien dates and become delinquent on August 31. A 10% penalty attaches to delinquent unsecured taxes. If unsecured taxes are unpaid at 5:00 p.m. on October 31, an additional penalty of 1% attaches to them on the -29-
first day of each month until paid. The County has four ways of collecting delinquent unsecured personal property taxes: (1) a civil action against the taxpayer; (2) filing a judgment in the office of the County Clerk specifying certain facts in order to obtain a lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the County Recorder’s office in order to obtain a lien on certain property of the taxpayer; and (4) seizure and sale of personal property, improvements or possessory interests belonging or assessed to the assessee.

Beginning in 1978-79, Proposition 13 and its implementing legislation shifted the function of property tax allocation to the counties, except for levies to support prior voted debt, and prescribed how levies on county-wide property values are to be shared with local taxing entities within each county.

Historical Assessed Valuations. The table below presents the assessed valuation of taxable property in the City for the prior ten fiscal years.

TABLE 6
City of Turlock
Assessed Valuations of All Taxable Property
Fiscal Years 2014-15 through 2024-25
Fiscal Year Local Secured Utility Unsecured Total
2014-15 $4,924,066,297 $402,578 $178,679,554 $5,103,148,429 2015-16 5,298,561,865 402,578 178,021,892 5,476,986,335 2016-17 5,748,584,075 433,463 271,341,924 6,020,359,462 2017-18 6,057,148,533 433,463 292,910,221 6,350,492,217 2018-19 6,379,641,849 433,463 373,367,545 6,753,442,857 2019-20 6,706,813,963 433,463 407,353,271 7,114,600,697 2020-21 7,161,081,754 470,641 330,861,241 7,492,413,636 2021-22 7,511,007,559 470,641 336,966,728 7,848,444,928 2022-23 8,012,570,246 470,641 361,650,279 8,374,691,166 2023-24 8,431,776,846 470,641 467,092,423 8,899,339,910 2024-25 9,080,525,852 491,856 480,727,437 9,561,745,145 Source: California Municipal Statistics Inc.
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Principal Property Taxpayers. The top twenty largest local secured property taxpayers in the City, as shown on the 2024-25 secured tax roll, are listed in the table below. For fiscal year 2024-25, the total assessed valuation of the twenty largest local secured taxpayers is 15.18% of the total City fiscal year 2024-25 assessed valuation. See “– Property Taxes” above for additional information on the levy and collection of property taxes in the City.

TABLE 7
City of Turlock
Principal Property Taxpayers (Secured Roll)
Fiscal Year 2024-25
2024-25 % of
Property Owner Primary Land Use Assessed Valuation Total (1)

1. California Dairies Inc. Food Processing $ 200,644,877 2.21%

2. QR AMZ Turlock Propco LLC Industrial 161,851,232 1.78

3. Blue Diamond Growers Food Processing 147,959,262 1.63

4. United States Cold Storage of California Warehouse 109,725,890 1.21

5. Doctors Medical Center of Modesto Inc. Medical Facilities 97,701,102 1.08

6. Foster Poultry Farms Food Processing 75,072,399 0.83

7. Mid Valley Dairy Turlock Food Processing 74,744,900 0.82

8. Rhino Holdings Turlock LLC Shopping Center 68,067,150 0.75

9. Sensient Dehydrated Flavors Inc. Food Processing 48,496,005 0.53

10. Valley Milk Real Estate Holdings LLC Food Processing 46,622,820 0.51

11. BREIT ACG MF Sierra Oaks LLC Apartments 43,634,817 0.48

12. Teluga LLC Apartments 42,060,033 0.46

13. Brentwood LLC Apartments 36,747,572 0.40

14. Costco Wholesale Corporation Commercial Store 36,248,026 0.40

15. Nine Islands I LLC Shopping Center 35,653,461 0.39

16. Amcal Stanislaus LLC Apartments 35,132,542 0.39

17. Shiv Shakti Industries Inc. Shopping Center 31,011,700 0.34

18. Viking Red Beard LP Food Processing 29,997,400 0.33

19. Covenant Living West Assisted Living Facility 29,830,684 0.33

20. Central Valley Cheese Inc. Food Processing 27,672,264 0.30 $1,378,874,136 15.18%
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(1) The total City secured assessed valuation for fiscal year 2024-25 is $9,080,525,852.

Source: California Municipal Statistics, Inc.

Transient Occupancy Tax
The City levies a “hotel/motel” tax, which is also known as a transient occupancy tax (“TOT”) on short-term lodging stays in the City in the amount of 9% of the room rates charged by hotels, motels and similar establishments in the City.

Other Sources of Revenues
Franchise Fees. This category of General Fund revenues includes franchise fees levied by the City on cable franchises operating in the City, as well as Pacific Gas & Electric, which provides electric and gas service in the City.

Intergovernmental Revenues. This category of General Fund revenues includes revenues received from federal and state governmental sources, such as grants and reimbursements.
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Charges for Services. This category of General Fund revenues includes revenues received from services provided by the City to citizens at a charge, such as parks and recreation programming activities.

Direct and Overlapping Bonded Debt
Set forth on the following page is a direct and overlapping debt report for the City (the “Debt Report”) prepared by California Municipal Statistics, Inc. The Debt Report is included for general information purposes only. The City has not reviewed the Debt Report for completeness or accuracy and makes no representations in connection therewith. The Debt Report generally includes long term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of the City in whole or in part. Such long-term obligations generally are not payable from revenues of the City (except as indicated) nor are they necessarily obligations secured by land within the City. In many cases long-term obligations issued by a public agency are payable from the general fund or other revenues of such public agency. Neither the City, the Authority nor the Underwriter has verified this information.

TABLE 8
City of Turlock
Direct and Overlapping Debt Statement
As of November 1, 2024
2024-25 Assessed Valuation: $9,561,745,145
OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 11/1/24 Yosemite Community College District 10.027% $ 22,990,919 Denair Unified School District 33.404 3,578,764
Turlock Joint Unified School District School Facilities Improvement District No. 1 92.153 36,478,765 Turlock Joint Unified School District (former High School District Bonds) 78.665 36,272,432 Turlock Joint Unified School District (former Elementary School District Bonds) 92.153 2,796,844 Chatom Union School District 49.114 2,416,275
California Statewide Community Development Authority 1915 Act Bonds 100.000 169,720 TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT $104,703,719
DIRECT AND OVERLAPPING GENERAL FUND DEBT:

Stanislaus County Certificates of Participation 13.728% $ 546,374 Turlock Joint Union High School District Certificates of Participation 78.665 2,376,275 City of Turlock General Fund Obligations 100.000 0 (1)
Turlock Mosquito and Vector Control District Pension Obligation Bonds 33.406 379,951 TOTAL DIRECT AND OVERLAPPING GENERAL FUND DEBT $3,302,600 OVERLAPPING TAX INCREMENT DEBT (Successor Agency): 94.059% $25,645,186 COMBINED TOTAL DEBT $133,651,505 (2)
Ratios to 2024-25 Assessed Valuation:

Total Overlapping Tax and Assessment Debt ................1.10% Combined Direct Debt ($0)...........................................0.00% Combined Total Debt ......................................................1.40% Ratio to Redevelopment Tax Incremental Valuation ($1,829,621,487):

Overlapping Tax Increment Debt ...................................1.40% (1) Excludes Bonds to be sold.
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations.

Source: California Municipal Statistics, Inc.
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Relevant Fiscal Policies
General. The City has adopted a comprehensive set of fiscal policies to provide guidance for all fiscal activities and resource allocation decisions as defined in the annual budget. The policies set forth guidelines for both current activities and long-range planning. In addition, the City Council approved or adopted several other fiscal policies including:
• Investment Policy.
• Debt Management Policy.
• Reserve Policy
The following are certain highlighted aspects of the adopted policies.

City Investment Policy. The City invests its funds in accordance with the City’s Investment Policy, in accordance with Section 53600 et seq. of the State Government Code. Idle cash management and investment transactions are the responsibility of the City Manager and City Treasurer. The Investment Policy sets forth the policies and procedures applicable to the investment of City funds and designates eligible investments. The Investment Policy’s stated overarching purpose is to (i) ensure that public funds are invested in such a manner as to comply with state and local laws; (ii) ensure prudent money management; (iii) provide for daily cash flow requirements; and (iv) meet the objectives of the Investment Policy (per California Government Code Section 53600.5) in the following order of priority:

Safety of Principal: Safety of principal is the foremost objective of the investment program. Investments of the City shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. To attain this objective, the City strives to diversify its investments by investing funds among a variety of securities with independent returns.

Liquidity: The City’s investment portfolio will remain sufficiently liquid to enable the City to meet all operating requirements which might be reasonably anticipated. Maturities of investments are selected in anticipation if disbursement needs, thereby obviating the need for forced liquidation or lost interest penalties.

Return on Investments: The City’s investment portfolio shall have the objective of attaining a comparative performance measurement or an acceptable rate of return throughout budgetary and economic cycles. These measurements should be commensurate with the City’s investment risk constraints identified in the Investment Policy and the cash flow characteristics of the portfolio.

Debt Management Policy. The City’s Debt Management Policy sets forth parameters for issuing debt and managing the City’s debt portfolio and generally sets forth the following: (i) the purposes for which the debt proceeds may be used, (ii) the types of debt that may be issued, (iii) the relationship of the debt to, and integration with, the issuer’s capital improvement program or budget, if applicable, (iv) policy goals related to the City’s planning goals and objectives, and (v) the internal control procedures that the City has implemented, or will implement, to ensure that the proceeds of the proposed debt issuance will be directed to the intended use. This policy will also assist the City in pursuing and maintaining quality credit ratings in addition to providing guidance to decision makers.
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Reserve Policy. The City’s Reserve Policy provides that the City strive to maintain a fund balance in the General Fund, including the General Fund’s Strategic Reserve Fund, of at least twenty-five percent (25%) of budgeted General Fund operating expenditures. A 25% fund balance is equivalent to approximately three months of operating expenditures. The Reserve Policy’s stated purpose of a 25% minimum fund balance is to meet cash flow requirements, to protect the City’s essential service programs and funding requirements during periods of economic uncertainty, local disasters, other financial hardships or downturns in the local economy, and to provide for unforeseen operating or capital needs. The Operating Reserve contained approximately $28.2 million as of June 30, 2024.

Risk Management. The City maintains the Self-Insurance Internal Service Fund to account for and finance its risks of loss. Under this program, the City is self-insured for workers’ compensation and employee health care.

The City uses a reinsurance agreement to reduce its exposure to large losses under the workers’ compensation program. Reinsurance permits recovery of a portion of losses from reinsurers, although it does not discharge the primary liability of the City as direct insurer of the risks reinsured. The City does not report reinsured risks as liabilities unless it is probable that those risks will not be covered by reinsurers. Premiums paid to reinsurers during the year ended June 30, 2023, were $222,247, and the City’s deductible under the policy is $1.250 million, with coverage up to the statutory limit.

The City is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. The City participates in the Central San Joaquin Valley Risk Management Authority (CSJVRMA), a public entity risk pool currently operating as a common risk management and insurance program for 54 cities. The purpose of CSJVRMA is to spread the adverse effect of losses among the members and to purchase excess insurance as a group, thereby reducing its expense. The City participates in the following pooled coverages through CSJVRMA:

Type of Coverage (Deductible) Coverage Limits
Liability ($100,000) $29,500,000
Automobile – for vehicles with value less than $25,000 ($500) 25,000 Effective July 1, 2021, the liability coverage declined from $39,000,000 to $29,500,000.

The City contributes its pro rata share of anticipated losses to a pool administered by CSJVRMA. Should actual losses among participants be greater than the anticipated losses, the City will be assessed its pro rata share of that deficiency. Conversely, if the actual losses are less than anticipated, the City will be refunded its pro rata share of the excess. The City paid CSJVRMA premiums of $1,635,321 for coverage during the year ended June 30, 2023, and did not receive any fiscal year 2023 retrospective refunds. In addition, in fiscal year 2023, the City was invoiced for prior year payments for the previous five years in the amount of $21,251. Settled claims have not exceeded commercial excess liability coverage in any of the past three fiscal years.

In addition to the coverage through CSJVRMA, the City has purchased the commercial policy coverage for property, vehicles, and contractors equipment with various sublimits up to $100,000,000.
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All unpaid claims that were probable liabilities that occurred prior to the year end and that were estimated based on actuarial studies or historical data were recorded in accordance with accounting principles generally accepted in the United States of America.

See APPENDIX A Note [10] for additional details regarding the City’s pension and other employee benefits, including as relates to Risk Management.

Employee Retirement System; CalPERS
This caption contains certain information relating to California Public Employees’ Retirement System (“CalPERS”). The information is primarily derived from information produced by CalPERS, its independent accountants and actuaries. The City has not independently verified the information provided by CalPERS and makes no representations and expresses no opinion as to the accuracy of the information provided by CalPERS.

The comprehensive annual financial reports of CalPERS are available on its Internet website at www.calpers.ca.gov. The CalPERS website also contains CalPERS’ most recent actuarial valuation reports and other information concerning benefits and other matters. Such information is not incorporated by reference in this Official Statement. None of the Authority, City or Underwriter can guarantee the accuracy of such information. Actuarial assessments are “forward-looking” statements that reflect the judgment of the fiduciaries of the pension plans, and are based upon a variety of assumptions, one or more of which may not materialize or may be changed in the future. Actuarial assessments will change with the future experience of the pension plans.

General Information about the Pension Plans. All qualified permanent and probationary employees are eligible to participate in the Public Agency Cost-Sharing MultipleEmployer Defined Benefit Pension Plan (“Plan”), administered by CalPERS. The Plan’s benefit provisions are established by statute. The Plan is included as a pension trust fund in the CalPERS Comprehensive Annual Financial Report, which is available online at www.calpers.ca.gov.

The Plan consists of a miscellaneous pool and a safety pool (referred to as “risk pools”), which are comprised of individual employer miscellaneous and safety rate plans, respectively, including those of the City. The City’s employer rate plans in the safety risk pool include the Miscellaneous Plan (“Miscellaneous”), the Safety Fire plan (“Fire”), the Safety Police plan (“Police”), the PEPRA Safety Fire plan (“PEPRA Safety Fire”) and the PEPRA Safety Police plan (“PEPRA Police”).

PEPRA. On September 12, 2012, the California Governor signed AB 340, a bill that enacted the California Public Employees’ Pension Reform Act of 2012 (“PEPRA”) and that also amended various sections of the California Education and Government Codes, including the County Employees Retirement Law of 1937. Effective January 1, 2013, PEPRA: (i) requires public retirement systems and their participating employers to share equally with employees the normal cost rate for such retirement systems; (ii) prohibits employers from paying employer paid member contributions to such retirement systems for employees hired after January 1, 2013; (iii) establishes a compulsory maximum non safety benefit formula of 2.5% at age 67; (iv) defines final compensation as the highest average annual pensionable compensation earned during a 36 month period; and (v) caps pensionable income at $110,100 ($132,120 for employees not enrolled in Social Security) subject to Consumer Price Index increases. Other provisions reduce the risk of the City incurring additional unfunded liabilities, including prohibiting retroactive benefits -35-
increases, generally prohibiting contribution holidays, and prohibiting purchases of additional nonqualified service credit.

Actions Taken by CalPERS Related to Discount Rate and Other Assumptions. In 2013, the CalPERS’ Board of Administration (the “Board of Administration”) approved a recommendation to change the CalPERS amortization and smoothing policies. In 2018, the Board of Administration voted to shorten the period over which CalPERS will amortize actuarial gains and losses from 30 years to 20 years for new pension liabilities. In 2014, the Board of Administration approved new demographic actuarial assumptions based on a 2013 study of recent experience. The largest impact, applying to all benefit groups, is a new 20-year mortality projection reflecting longer life expectancies and that longevity will continue to increase. Because retirement benefits will be paid out for more years, the cost of those benefits will increase as a result. In 2015, the Board of Administration adopted a funding risk mitigation policy intended to incrementally lower its discount rate – its assumed rate of investment return – in years of good investment returns, help pay down the pension fund’s unfunded liability, and provide greater predictability and less volatility in contribution rates for employers. In 2016, the Board of Administration voted to lower its discount rate for local agencies over time.

On July 12, 2021, CalPERS announced it had achieved a preliminary investment return of 21.3% for the 12-month period ending June 30, 2021. Under the Funding Risk Mitigation Policy approved by the CalPERS Board of Administration in 2015, the double-digit return triggered a November 2021 reduction in the discount rate from 7.00% to 6.80%.

Lowering the discount rate means employers that contract with CalPERS to administer their pension plans will see increases in their normal costs and unfunded actuarial liabilities.

Active members hired after January 1, 2013, under PEPRA will also see their contribution rates rise. PEPRA included certain other provisions to try to minimize pension costs for covered employees. The three-year reduction of the discount rate will result in average employer rate increases of about 1 percent to 3 percent of normal cost as a percent of payroll for most miscellaneous retirement plans, and a 2 percent to 5 percent increase for most safety plans.

Additionally, many CalPERS employers will see a 30 to 40 percent increase in their current unfunded accrued liability payments. These payments are made to amortize unfunded liabilities over 20 years to bring the pension fund to a fully funded status over the long-term.

Asset Volatility Ratio (AVR). Plans that have higher asset-to-payroll ratios experience more volatile employer contributions (as a percentage of payroll) due to investment return. For example, a plan with an asset-to-payroll ratio of 8 may experience twice the contribution volatility due to investment return volatility, than a plan with an asset-to-payroll ratio of 4. Shown below is the asset volatility ratio for the Miscellaneous Plan, the Safety Plan (Fire), the Safety Plan (Police), the PEPRA Safety (Fire) and the PEPRA Safety (Police) plan which a measure of each plan’s current contribution volatility. It should be noted that this ratio is a measure of the current situation.

It increases over time but generally tends to stabilize as the plan matures.

Benefits Provided. The Plan provides service retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. Benefits are based on years of credited service, equal to one year of full-time employment. Classic members and PEPRA Safety members with five years of total service are eligible to retire at age 50 with statutorily reduced benefits. PEPRA Miscellaneous members with five years of total service are eligible to retire at age 52 with statutorily reduced benefits. All members are eligible for non-duty disability benefits after five years of service. The death benefit -36-
is the Basic Death Benefit. The cost of living adjustments for each plan are applied as specified by the Public Employees’ Retirement Law.

The provisions and benefits of each Plan that were in effect at June 30, 2022, are summarized as follows:

Employer Rate Plans in the Safety Risk Pool
Fire – Tier 1 Police – Tier 1
Hire Date Prior to January 1, 2013 On or after January 1, 2013 Benefit Formula 3.0% @ 50 3.0% @ 50
Benefit Vesting Schedule 5 years of service 5 years of service Benefit Payments Monthly for life Monthly for life
Retirement Age 50 -55 50 – 55
Monthly Benefits, As a % of Eligible
Compensation 3.0% 3.0%
Required Employee Contribution Rates 9.000% 9.00%
Required Employer Contributions Rates 23.750% 27.110%
PEPRA Plans
PEPRA Fire PEPRA Police
Hire Date On or after January 1, 2013 On or after January 1, 2013 Benefit 2.7% @ 57 2.7% @ 57
Benefit Vesting Schedule 5 years of service 5 years of service Benefit Payments Monthly for life Monthly for life
Retirement Age 50 – 57 50 – 57
Monthly Benefits, As a % of Eligible
Compensation 2.0% to 2.7% 2.0% to 2.7%
Required Employee Contribution Rates 13.000% 13.000%
Required Employer Contributions Rates 12.780% 12.780%
Miscellaneous Plan
Miscellaneous
Tier 1 PEPRA
Hire Date
Prior to
January 1, 2013
On or after
January 1, 2013
Benefit formula 2.7% @ 55 2.0% @ 62
Benefit vesting schedule 5 years’ service 5 years’ service Benefit payments Monthly for life Monthly for life
Retirement age 50 - 67 52 - 67
Monthly benefits, as a % of eligible 2.00% to 2.70% 1.00% to 2.50% Required employee contribution rates 8.000% 6.25%
Required employer contribution rates 10.060% 10.060%
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Source: City of Turlock.

Contributions. Section 20814(c) of the California Public Employees’ Retirement Law requires that the employer contribution rates for all public employers be determined on an annual basis by the CalPERS actuary and shall be effective on the July 1 following notice of a change in the rate. Contribution rates for the employer rate plans are determined through the CalPERS’ annual actuarial valuation process. Each employer rate plan’s actuarially determined rate is based on the estimated amount necessary to pay the employer rate plan’s allocated share of the cost of benefits earned by employees during the year, and any unfunded accrued liability. The City of -37-
Turlock is required to contribute the difference between the actuarially determined rate and the contribution rate of employees.

Net Pension Liability. At June 30, 2023, the City reported a net pension liability for its Miscellaneous Plan of $52,628,361, and for its Police/Fire Safety Plan of $47,369,022. See Note [9] to the City’s audited financial statements for the fiscal year ending June 30, 2023 attached hereto as Appendix A for more information.

Deferred Compensation Plan. City employees may defer a portion of their compensation under a City sponsored Deferred Compensation Plan created in accordance with Internal Revenue Code Section 457. Under this plan, participants are not taxed on the deferred portion of their compensation until distributed to them; distributions may be made only at termination, retirement, death or in an emergency defined by the plan. The laws governing deferred compensation plan assets require plan assets to be held by a trust for the exclusive benefit of plan participants and their beneficiaries. Since the assets held under these plans are not the City’s property and are not subject to City control, they are excluded from the City’s financial statements.

Other Post-Employment Benefit (OPEB) Plan
The City administers single employer defined benefit (implicit subsidy) postemployment health care plan pursuant to negotiated Memoranda of Understanding (MOU) and Schedules of Benefit (Schedule) with its employee bargaining units. No assets have been accumulated in a trust for the payment of benefits that meets the criteria in paragraph 4 of Governmental Accounting Standards Board Statement No. 75. The City offers medical, dental and vision benefits to its employees, retirees and their dependents. However, the City does not pay for the cost of retiree health premiums. For additional details, see Note [10] to the City’s audited financial statements for the fiscal year ending June 30, 2023 attached hereto as Appendix A.

General Fund Long-Term Indebtedness
The following is the only long-term debt obligations payable from the City’s General Fund. 2018 Motorola Equipment Lease Purchase Agreement (capital lease). On March 22, 2018, the City Council approved the lease/purchase and installation of the Turlock Radio System with a $1,000,000 downpayment and the purchase of a Public Safety Computer Aided Dispatch/Records Management System (CAD/RMS) and associated components, systems and programs in a total amount not to exceed $5,727,690 for the project plus interest from the lease of the Radio System. The lease, totaling $2,727,690, carries an annual interest rate of 4.12% and requires monthly principal and interest payments due on the first of each month until April 2028 when the lease terminates. The City has pledged the Radio System as collateral for the lease.

Events of default under the lease agreement include failure to make any lease payment within ten days of the due date or failure of other lease covenants or conditions included in the lease agreement not cured within twenty days, which would accelerate repayment of the lease. The City can terminate the lease at any time by paying the prescribed prepayment price as set forth in the lease payment schedule.

Fire Engine Lease Purchase Agreement. On April 15, 2022, the City entered into a lease financing/purchase agreement for the purchase of two new Pierce Velocity Pumpers. The lease, totaling $1,755,110, carries an annual interest rate of 3.41% and requires annual principal and interest payments due on the 15th of each month until April 2037 when the lease terminates. The City has pledged the Velocity Pumpers as collateral for the lease. Events of default under the -38-
lease agreement include failure to make any lease payment within ten days of the due date or failure to comply with other lease covenants or conditions included in the lease agreement that are not cured within thirty days, which would accelerate repayment of the lease. The City can terminate the lease at any time after April 15, 2024, by paying the prescribed prepayment price as set forth in the lease payment schedule.
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CONSTITUTIONAL AND STATUTORY

LIMITATIONS ON TAXES AND APPROPRIATIONS
The constitutional and statutory provisions discussed in this section have the potential to affect the ability of the City to levy taxes and spend tax proceeds for operating and other purposes.

Article XIIIA of the State Constitution
Section 1(a) of Article XIIIA of the State Constitution limits the maximum ad valorem tax on real property to 1% of full cash value (as defined in Section 2 of Article XIIIA), to be collected by counties and apportioned according to law. Section 1(b) of Article XIIIA provides that the 1% limitation does not apply to ad valorem taxes to pay interest or redemption charges on (1) indebtedness approved by the voters prior to June 1, 1978 or (2) any bonded indebtedness for the acquisition or improvement of real property approved on or after June 1, 1978, by two thirds of the votes cast by the voters voting on the Proposition. Section 2 of Article XIIIA defines “full cash value” to mean “the county assessor’s valuation of real property as shown on the 1975–76 tax bill under ‘full cash value’ or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment.” The full cash value may be adjusted annually to reflect inflation at a rate not to exceed 2% per year, or to reflect a reduction in the consumer price index or comparable data for the area under taxing jurisdiction or reduced in the event of declining property value caused by substantial damage, destruction or other factors. Legislation enacted by the State Legislature to implement Article XIIIA provides that notwithstanding any other law, local agencies may not levy any ad valorem property tax except to pay debt service on indebtedness approved by the voters as described above.

The voters of the State subsequently approved various measures that further amended Article XIIIA. One such amendment generally provides that the purchase or transfer of (i) real property between spouses or (ii) the principal residence and the first $1,000,000 of the full cash value of other real property between parents and children, does not constitute a “purchase” or “change of ownership” triggering reassessment under Article XIIIA. This amendment could serve to reduce the property-tax revenues of the City. Other amendments permitted the State Legislature to allow persons over 55 or “severely disabled homeowners” who sell their residences and buy or build another of equal or lesser value within two years in the same county, to transfer the old residence’s assessed value to the new residence.

In the November 1990 election, the voters approved the amendment of Article XIIIA to permit the State Legislature to exclude from the definition of “newly constructed” the construction or installation of seismic retrofitting improvements or improvements utilizing earthquake hazard mitigation technologies constructed or installed in existing buildings after November 6, 1990.

Article XIIIA has also been amended to permit reduction of the “full cash value” base in the event of declining property values caused by damage, destruction or other factors, provided that there would be no increase in the “full cash value” base in the event of reconstruction of property damaged or destroyed in a disaster.

Article XIIIB of the State Constitution
Article XIIIB of the State Constitution limits the annual appropriations of the State and of any city, county, school district, special district, authority or other political subdivision of the State to the appropriations limit for the prior Fiscal Year, as adjusted for changes in the cost of living, population and services for which the fiscal responsibility is shifted to or from the governmental -40-
entity. The “base year” for establishing this appropriations limit is the 1978–79 Fiscal Year. The appropriations limit may also be adjusted in emergency circumstances, subject to limitations.

Appropriations of an entity of local government subject to Article XIIIB generally include authorizations to expend during a Fiscal Year the “proceeds of taxes” levied by or for the entity, exclusive of certain State subventions, refunds of taxes, and benefit payments from retirement, unemployment insurance and disability insurance funds. “Proceeds of taxes” include but are not limited to, all tax revenues, certain State subventions received by the local governmental entity and the proceeds to the local governmental entity from (1) regulatory licenses, user charges, and user fees (to the extent that such proceeds exceed the cost of providing the service or regulation) and (2) the investment of tax revenues. Article XIIIB provides that if a governmental entity’s revenues in any year exceed the amounts permitted to be spent, the excess must be returned by revising tax rates or fee schedules over the subsequent two fiscal years.

Article XIIIB does not limit the appropriation of moneys to pay debt service on indebtedness existing or authorized as of January 1, 1979, or for bonded indebtedness approved thereafter by a vote of the electors of the issuing entity at an election held for that purpose, or appropriations for certain other limited purposes. Furthermore, Article XIIIB was amended in 1990 to exclude from the appropriations limit “all qualified capital outlay projects, as defined by the Legislature” from proceeds of taxes. The Legislature has defined “qualified capital outlay project” to mean a fixed asset (including land and construction) with a useful life of 10 or more years and a value which equals or exceeds $100,000. As a result of this amendment, the appropriations to pay the lease payments on the City’s long term General Fund lease obligations are generally excluded from the City’s appropriations limit. The City has never exceeded its appropriations limit.

Articles XIIIC and XIIID of the State Constitution
General. On November 5, 1996, the voters of the State approved Proposition 218, known as the “Right to Vote on Taxes Act.” Proposition 218 adds Articles XIIIC and XIIID to the California Constitution and contains a number of interrelated provisions affecting the ability of the City to levy and collect both existing and future taxes, assessments, 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 two-thirds vote of the Legislature. The amendments to Article XIIIC define “taxes” that are subject to voter approval as “any levy, charge, or exaction of any kind imposed by a local government,” with certain exceptions.

Taxes. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes of the City (“general taxes”) require a majority vote; taxes for specific purposes (“special taxes”), even if deposited in the City’s General Fund, require a two-thirds vote.

Property-Related Fees and Charges. Article XIIID also adds several provisions making it generally more difficult for local agencies to levy and maintain property-related fees, charges, and assessments for municipal services and programs. These provisions include, among other things, (i) a prohibition against assessments which exceed the reasonable cost of the proportional -41-
special benefit conferred on a parcel, (ii) a requirement that assessments must confer a “special benefit,” as defined in Article XIIID, over and above any general benefits conferred, (iii) a majority protest procedure for assessments which involves the mailing of notice and a ballot to the record owner of each affected parcel, a public hearing and the tabulation of ballots weighted according to the proportional financial obligation of the affected party, and (iv) a prohibition against fees and charges which are used for general governmental services, including police, fire or library services, where the service is available to the public at large in substantially the same manner as it is to property owners.

Reduction or Repeal of Taxes, Assessments, Fees and Charges. Article XIIIC also removes limitations on the initiative power in matters of reducing or repealing local taxes, assessments, fees or charges. No assurance can be given that the voters of the City will not, in the future, approve an initiative or initiatives which reduce or repeal local taxes, assessments, fees or charges currently comprising a substantial part of the City’s General Fund. If such repeal or reduction occurs, the City’s ability to pay debt service on the Bonds could be adversely affected.

Burden of Proof. Article XIIIC provides that local government “bears the burden of proving by a preponderance of the evidence that a levy, charge, or other exaction is not a tax, that the amount is no more than necessary to cover the reasonable costs of the governmental activity, and that the manner in which those costs are allocated to a payor bear a fair or reasonable relationship to the payor’s burdens on, or benefits received from, the governmental activity.” Similarly, Article XIIID provides that in “any legal action contesting the validity of a fee or charge, the burden shall be on the agency to demonstrate compliance” with Article XIIID.

Judicial Interpretation of Proposition 218. The interpretation and application of Articles XIIIC and XIIID will ultimately be determined by the courts, and it is not possible at this time to predict with certainty the outcome of such determination.

Impact on City’s General Fund. The City does not believe that any material source of General Fund revenue is subject to challenge under Proposition 218 or Proposition 26.

The approval requirements of Articles XIIIC and XIIID reduce the flexibility of the City to raise revenues for the General Fund, and no assurance can be given that the City will be able to impose, extend or increase the taxes, fees, charges or taxes in the future that it may need to meet increased expenditure needs.

Proposition 1A; Proposition 22
Proposition 1A. Proposition 1A, proposed by the Legislature in connection with the State’s Fiscal Year 2004-05 Budget, approved by the voters in November 2004 and generally effective in Fiscal Year 2006-07, provided that the State may not reduce any local sales tax rate, limit existing local government authority to levy a sales tax rate or change the allocation of local sales tax revenues, subject to certain exceptions. Proposition 1A generally prohibited the State from shifting to schools or community colleges any share of property tax revenues allocated to local governments for any Fiscal Year, as set forth under the laws in effect as of November 3, 2004. Any change in the allocation of property tax revenues among local governments within a county had to be approved by two-thirds of both houses of the Legislature.

Proposition 22. Proposition 22, entitled “The Local Taxpayer, Public Safety and Transportation Protection Act,” was approved by the voters of the State in November 2010.

Proposition 22 eliminates or reduces the State’s authority to (i) temporarily shift property taxes -42-
from cities, counties and special districts to schools, (ii) use vehicle license fee revenues to reimburse local governments for State-mandated costs (the State will have to use other revenues to reimburse local governments), (iii) redirect property tax increment from redevelopment agencies to any other local government, (iv) use State fuel tax revenues to pay debt service on State transportation bonds, or (v) borrow or change the distribution of State fuel tax revenues.

Unitary Property
AB 454 (Chapter 921, Statutes of 1986) provides that revenues derived from most utility property assessed by the State Board of Equalization (“Unitary Property”), commencing with the 1988–89 Fiscal Year, are allocated as follows: (i) each jurisdiction will receive up to 102% of its prior year State–assessed revenue; and (ii) if county–wide revenues generated from Unitary Property are less than the previous year’s revenues or greater than 102% of the previous year’s revenues, each jurisdiction will share the burden of the shortfall or benefit of the excess revenues by a specified formula. This provision applies to all Unitary Property except railroads, whose valuation will continue to be allocated to individual tax rate areas.

The provisions of AB 454 do not constitute an elimination of the assessment of any State– assessed properties nor a revision of the methods of assessing utilities by the State Board of Equalization. Generally, AB 454 allows valuation growth or decline of Unitary Property to be shared by all jurisdictions in a county.

Initiative 1935
On February 1, 2023, the California Secretary of State announced that a ballot initiative, designated as Initiative 1935 and known as the “Taxpayer Protection and Government Accountability Act,” had received the required number of signatures to appear on the November 5, 2024 ballot.

If approved by a majority of voters casting a ballot at the November 5, 2024 Statewide election, Initiative 1935 would make numerous significant changes to Article XIII, XIIIA, XIIIC and XIIID of the California Constitution to further limit the authority of local governments, and electors via the initiative process, to adopt and impose taxes and fees. The full text of Initiative 1935 may be viewed at the website of the California Attorney General.

Among other things:
• Initiative 1935 would amend Article XIIIC to state that every levy, charge or exaction of any kind imposed by local law is either a “tax” or an “exempt charge,” and would amend the definition of “tax” added to Article XIIIC by Proposition 26 to state that “every levy, charge, or exaction of any kind imposed by a local law that is not an exempt charge” constitutes a tax. Initiative 1935 narrows the definition of “exempt charge” to mean a “reasonable charge for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the actual costs [as opposed to the reasonable costs] of providing the service or product to the payor.” “Exempt charges” also encompasses existing exceptions from the definition of “tax” added to Article XIIIC by Proposition 26. “Actual costs” is defined in Initiative 1935 to mean “the minimum amount necessary to reimburse the government for the cost of providing the service or product to the payor…where the amount charged is not used by the government for any purpose other than reimbursing that cost. In computing “actual cost” the maximum amount that may be imposed is the actual cost less all other sources -43-
of revenue including, but not limited to taxes, other exempt charges, grants, and state or federal funds received to provide such service or product.” Initiative 1935 would retain an exemption from the definition of “tax” for assessment, fees or charges which are subject to Article XIIID.
• Initiative 1935 would amend Article XIIIC to state that only the governing body of a local government, or an elector acting pursuant to the initiative power, has the authority to impose an exempt charge, and that exempt charges must be imposed by an ordinance specifying the type of exempt charge and the amount or rate of the exempt charge to be imposed, and passed by the governing body, other than for certain exempt charges imposed for a specific health care service. In addition, Initiative 1935 would amend Article XIIIC to prohibit any amendment to a municipal charter which provides for the imposition, extension or increase of a tax or exempt charge from being submitted to or approved by the electors.
• Initiative 1935 would amend Article XIIIC to require the title, summary and ballot label or questions for measure providing for the imposition of a tax to include: (a) the type and amount or rate of the tax; (b) the duration of the tax; and (c) the proposed use of the revenue derived from the tax; and (d) if the proposed tax is a general tax, the phrase “for general government use.” In addition, no advisory measure may appear on the same ballot that would indicate that the revenue from the general tax will, could or should be used for specific purposes.
• Initiative 1935 would amend Article XIIIC to require that any special tax, whether proposed by the governing body or by an elector, be approved by a two-thirds vote of the electorate.
• Initiative 1935 would amend Article XIIIC to state that the local government bears the burden of proving by clear and convincing evidence (as opposed to a preponderance of the evidence) that: (a) a levy, charge or exaction is an exempt charge and not a tax; and (b) the amount of the exempt charge is reasonable and that the amount charged does not exceed the actual cost of providing the service or product to the payor. • Initiative 1935 would amend Article XIIIC to state that any tax or exempt charge adopted after January 1, 2022, but prior to the effective date of Initiative 1935, which was not adopted in compliance with the requirements thereof is void 12 months after the effective date of Initiative 1935, if adopted, unless the tax or exempt charge is reenacted in compliance with the provisions of Initiative 1935.

The City cannot predict whether Initiative 1935 will be approved by a majority of voters casting a ballot at the November 5, 2024 Statewide election. If Initiative 1935 is approved, the City cannot provide any assurances as to the effect of the implementation or judicial interpretations of Initiative 1935 on the finances of the City.

Possible Future Initiatives
Article XIIIA, Article XIIIB and Propositions 218, 26, IA and 22 were each adopted as measures that qualified for the ballot pursuant to the State’s initiative process. From time to time, other initiative measures could be adopted, further affecting the City’s revenues or its ability to expend revenues, including Initiative 1935 (described above). -44-
BOND OWNERS’ RISKS
The following describes certain special considerations and risk factors affecting the payment of and security for the Bonds. The following discussion is not meant to be an exhaustive list of the risks associated with the purchase of any Bonds and does not necessarily reflect the relative importance of the various risks. Potential investors in the Bonds are advised to consider the following special factors along with all other information in this Official Statement in evaluating the Bonds. There can be no assurance that other considerations will not materialize in the future.

No Pledge of Taxes
General. The obligation of the City to pay the Lease Payments and Additional Rental Payments does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The obligation of the City to pay Lease Payments and Additional Rental Payments does not constitute a debt or indebtedness of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction.

The City is currently liable on other obligations payable from general revenues, which are described above under “CITY FINANCIAL INFORMATION – General Fund Long-Term Indebtedness.”
Limitations on Taxes and Fees. Certain taxes, assessments, fees and charges presently imposed by the City could be subject to the voter approval requirements of Article XIIIC and Article XIIID of the State Constitution. Based upon the outcome of an election by the voters, such fees, charges, assessments and taxes might no longer be permitted to be imposed, or may be reduced or eliminated and new taxes, assessments fees and charges may not be approved.

The City has assessed the potential impact on its financial condition of the provisions of Article XIIIC and Article XIIID of the State Constitution respecting the imposition and increase of taxes, fees, charges and assessments and does not believe that an election by the voters to reduce or eliminate the imposition of certain existing fees, charges, assessments and taxes would substantially affect its financial condition. However, the City believes that if the initiative power was exercised so that all local taxes, assessments, fees and charges that may be subject to Article XIIIC and Article XIIID of the State Constitution are eliminated or substantially reduced, the financial condition of the City, including its General Fund, could be materially adversely affected.

Although the City does not currently anticipate that the provisions of Article XIIIC and Article XIIID of the State Constitution would adversely affect its ability to pay Lease Payments and its other obligations payable from the General Fund, no assurance can be given regarding the ultimate interpretation or effect of Article XIIIC and Article XIIID of the State Constitution on the City’s finances. See “CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS.”
Abatement
In the event of loss or substantial interference in the use and possession by the City of all or any portion of the Leased Property caused by material damage, title defect, destruction to or condemnation of the Leased Property, Lease Payments will be subject to abatement. See “SECURITY FOR THE BONDS – Abatement” herein. In the event that such component of the -45-
Leased Property, if damaged or destroyed by an insured casualty, could not be replaced during the period of in which proceeds of rental interruption insurance, if any, will be available in lieu of Lease Payments, or in the event that casualty insurance proceeds or condemnation proceeds are insufficient to provide for complete repair or replacement of such component of the Leased Property or prepayment of the Bonds, there could be insufficient funds to make payments to Owners in full. It is not always possible to predict the circumstances under which abatement of rental may occur. In addition, there is no statute, case or other law specifying how such an abatement of rental should be measured. For example, it is not clear whether fair rental value is established as of commencement of the lease or at the time of the abatement. If the latter, it may be that the value of the Leased Property is substantially higher or lower than its value at the time of issuance of the Bonds. Abatement, therefore, could have an uncertain and material adverse effect on the security for and payment of the Bonds.

If damage, destruction, title defect or eminent domain proceedings with respect to the Leased Property results in abatement of the Lease Payments related to such Leased Property and if such abated Lease Payments, if any, together with moneys from rental interruption or use and occupancy insurance, if any, (in the event of any insured loss due to damage or destruction), and eminent domain proceeds, if any, are insufficient to make all payments of principal and interest with respect to the Bonds during the period that the Leased Property is being replaced, repaired or reconstructed, then all or a portion of such payments of principal and interest may not be made. Reduction in Lease Payments due to abatement as provided in the Lease does not constitute a default thereunder, and no remedy is available to the Bond Owners under the Lease or the Indenture for nonpayment under such circumstances. See APPENDIX C – “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS – The Lease – Abatement of Rental.” Limited Recourse on Default; No Right to Repossess; No Acceleration of Lease Payments Failure by the City to make Lease Payments, or failure to pay Additional Rental Payments or to observe and perform any other terms, covenants or conditions contained in the Lease or in the Indenture for a period of 30 days after written notice of such failure and request that it be remedied has been given to the City by the Authority or the Trustee, constitute Events of Default under the Lease. Such events permit the Trustee or the Authority to pursue any and all remedies available. However, notwithstanding anything in the Lease or in the Indenture to the contrary, there is no right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments that are not then in default to be immediately due and payable, nor do the Authority or the Trustee have any right to repossess or relet the Leased Property.

In the event of a default, there is no remedy of acceleration of the total Lease Payments due over the term of the Lease and neither the Authority nor the Trustee are empowered to sell or relet the Leased Property. The City will be liable only for Lease Payments on an annual basis and, in the event of a default, the Authority or Trustee would be required to seek a separate judgment each year for that year’s defaulted Lease Payments. Any such suit for money damages would be subject to limitations on legal remedies against municipalities in California, including a limitation on enforcement of judgments against funds of a Fiscal Year other than the Fiscal Year in which the Lease Payments were due and against funds needed to serve the public welfare and interest.
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Additional Obligations of the City
General. The City is permitted to enter into other obligations which constitute additional charges against its revenues without the consent of Owners of the Bonds, and may in the future be subject to liabilities payable from the general fund (some of which are described below). To the extent that additional obligations are incurred by (or imposed upon) the City, the funds available to pay Lease Payments may be decreased.

The Lease Payments and other payments due under the Lease (including payment of costs of repair and maintenance of the Leased Property, taxes and other governmental charges levied against the Leased Property) are payable from funds lawfully available to the City. If the amounts that the City is obligated to pay in a fiscal year exceed the City’s revenues for such year, the City may choose to make some payments rather than making other payments, including Lease Payments and Additional Rental Payments, based on the perceived needs of the City. The same result could occur if, because of California Constitutional limits on expenditures, the City is not permitted to appropriate and spend all of its available revenues or is required to expend available revenues to preserve the public health, safety and welfare.

Litigation. The City is subject to litigation arising in the normal course of business, and no assurance can be provided regarding the financial impact of any future litigation against the City. See “LITIGATION.”
CalPERS Obligations. Many cities and other local agencies in the State have been faced with increased payments due to CalPERS in recent years. The City, like many other cities and local agencies in the State, is responsible for payments to CalPERS for its share of employee pension costs. Amounts owed to CalPERS for pension costs have increased in recent years and are expected to continue to increase, as CalPERS implements changes to its discount rate and other methodologies for calculating pension costs. See “THE CITY – Pension Plans” for additional information on CalPERS.

Default
Whenever any event of default referred to in the Lease happens and continues, the Trustee (as assignee of the Authority) is authorized under the terms of the Lease to exercise any and all remedies available under law or granted under the Lease. See “APPENDIX C – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” for a detailed description of available remedies in the case of a default under the Lease.

If a default occurs, there is no remedy of acceleration of the total Lease Payments due over the term of the Lease. The Trustee is not empowered to sell the Leased Property and use the proceeds of such sale to prepay the Bonds or pay debt service on the Bonds.

The City will be liable only for Lease Payments on an annual basis and, in the event of a default, the Trustee would be required to seek a separate judgment each year for that year’s defaulted Lease Payments. Any such suit for money damages would be subject to limitations on legal remedies against municipalities in the State, including a limitation on enforcement of judgments against funds of a fiscal year other than the fiscal year in which the Lease Payments were due and against funds needed to serve the public welfare and interest. -47-
Sales Taxes
Sales tax revenues are typically the biggest source of revenue to the City, behind property taxes. Sales tax revenues are based upon the gross receipts of retail sales of tangible goods and products by retailers with taxable transactions in the City, which could be impacted by a variety of factors.

For example, before final maturity of the Bonds, the City may enter into an economic recession. In times of economic recession, the gross receipts of retailers often decline, and such a decline would cause the sales tax revenues received by the City to also decline.

In addition, changes or amendments in the laws applicable to the City’s receipt of sales tax revenues, whether implemented by State legislative action or voter initiative, could have an adverse effect on sales tax revenues received by the City. For example, many categories of transactions are exempt from the statewide sales tax, and additional categories could be added in the future. Currently, most sales of food products for human consumption are exempt; this exemption, however, does not apply to liquor or to restaurant meals. The rate of sales tax levied on taxable transactions in the City or the fee charged by the CDTFA for administering the City’s sales tax could also be changed.

Property Taxes
Property taxes are a significant source of General Fund revenue to the City. Certain risks associated with property tax revenues follow.

Levy and Collection. The City does not have any independent power to levy and collect property taxes. Any reduction in the tax rate or the implementation of any constitutional or legislative property tax decrease could reduce the City’s property tax revenues, and accordingly, could have an adverse impact on the ability of the City to make Lease Payments. Likewise, delinquencies in the payment of property taxes could have an adverse effect on the City’s ability to pay principal of and interest on the Bonds when due.

Reduction in Inflationary Rate. Article XIIIA of the California Constitution provides that the full cash value base of real property used in determining assessed value may be adjusted from year to year to reflect the inflationary rate, not to exceed a 2% increase for any given year, or may be reduced to reflect a reduction in the consumer price index or comparable local data.

See “CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS.” Such measure is computed on a calendar year basis. Because Article XIIIA limits inflationary assessed value adjustments to the lesser of the actual inflationary rate or 2%, there have been years in which the assessed values were adjusted by actual inflationary rates, which were less than 2%. Since Article XIIIA was approved, the annual adjustment for inflation has fallen below the 2% limitation a limited number of times.

The City is unable to predict if any adjustments to the full cash value base of real property within the City, whether an increase or a reduction, will be realized in the future.

Appeals of Assessed Values. There are two types of appeals of assessed values that could adversely impact property tax revenues:

Proposition 8 Appeals. Most of the appeals that might be filed in the City would be based on Section 51 of the Revenue and Taxation Code, which requires that for each lien -48-
date the value of real property must be the lesser of its base year value annually adjusted by the inflation factor pursuant to Article XIIIA of the State Constitution or its full cash value, taking into account reductions in value due to damage, destruction, depreciation, obsolescence, removal of property or other factors causing a decline in value.

Under California law, property owners may apply for a reduction of their property tax assessment by filing a written application with the appropriate county board of equalization or assessment appeals board. In most cases, the appeal is filed because the applicant believes that present market conditions (such as residential home prices) cause the property to be worth less than its current assessed value. These market-driven appeals are known as Proposition 8 appeals.

Any reduction in the assessment ultimately granted as a Proposition 8 appeal applies to the year for which application is made and during which the written application was filed. These reductions are often temporary and are adjusted back to their original values when market conditions improve. Once the property has regained its prior value, adjusted for inflation, it once again is subject to the annual inflationary factor growth rate allowed under Article XIIIA.

Base Year Appeals. A second type of assessment appeal is called a base year appeal, where the property owners challenge the original (basis) value of their property.

Appeals for reduction in the “base year” value of an assessment, if successful, reduce the assessment for the year in which the appeal is taken and prospectively thereafter. The base year is determined by the completion date of new construction or the date of change of ownership. Any base year appeal must be made within four years of the change of ownership or new construction date.

No assurance can be given that property tax appeals in the future will not significantly reduce the City’s property tax revenues.

Natural Calamities
General. Natural disasters, such as seismic events, flooding, landslides or wildfires, could affect economic activity in the City, and could have a negative impact on City finances. There can be no assurance that the occurrence of any natural calamity would not cause substantial interference to and costs for the City or impact the Leased Property.

Seismic. Like much of the State, the City is located in a seismically active area of California. If there were to be an occurrence of severe seismic activity in the area of the City, such an occurrence may adversely affect economic activity in the City, and could have a negative impact on City finances. The City could be at risk from strong ground motion and secondary effects related to a seismic event, including ground failure and seismically induced flooding caused by dam failures.

Extreme Heat and Wildfires. Many areas of California have suffered from major wildfires in recent years, including numerous wildfires in northern California in 2020 and in 2021. In addition to their direct impact on health and safety and property damage in California, the smoke from many of these wildfires has impacted the quality of life throughout the State, and the City and may have short-term and future impacts on commercial activity in the City. The fires have been driven in large measure by drought conditions, extreme heat and low humidity. Experts -49-
expect that California will continue to be subject to more extreme heat and wildfire conditions year over year as a result in changing weather patterns due to climate change.

The City is not located within a Fire Hazard Severity Zone as established by Cal Fire (https://egis.fire.ca.gov/FHSZ). However, it may still be materially adversely impacted by these types of events. For example, most or all of the City is at risk because they lie within dam inundation areas from the Don Pedro and New Exchequer dams. The City would experience catastrophic damage if Don Pedro Dam were to breach.

Droughts. California is subject to droughts from time-to-time. For example, on April 1, 2015, for the first time in California’s history, Governor Edmund G. Brown directed the State Water Resources Control Board to implement mandatory water reductions in cities and towns across California to reduce water usage by 25%. Although California is not currently in a drought, drought may reoccur in the future, and have a material adverse impact on the economic activity in the City, which in turn could have a material adverse impact on the City’s General Fund finances. For example, new development in the City is required by law to use at least 20% less water than existing development.

Climate Change. City finances may be negatively impacted by climate change. Local impacts of climate change are not definitive, but parcels in the City could experience changes to local and regional weather patterns; increased risk of flooding from severe weather events including heavy rain, hail and thunderstorms; and water restrictions resulting from future drought conditions. See, for example, the discussions above regarding extreme heat, wildfires and droughts.

Pandemic Diseases
In recent years, the COVID-19 pandemic impacted governments, businesses and people in a manner having negative effects on global and local economies. In response to the pandemic, the City took actions to activate its emergency operations center, temporarily close all nonessential City services, introduced teleworking as and where appropriate, implemented daily screening of all employees, and abided by all state and federal guidelines and orders.

Although the COVID-19 pandemic is now officially over, the City cannot predict the impact that COVID-19 or another future pandemic or other health event may have on the City’s General Fund. There can be no assurances that the spread of future pandemics or other health events, such as declining business and travel activity, will not materially adversely impact the financial condition of the City and the City’s General Fund. In addition, the City may experience increased personnel costs and/or reduced revenues due to any such situation and the related impact on economic and other activity in and around the City.

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. The City maintains insurance coverage for loss resulting from cyber security incidents, however 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 the administration of the Bonds. The City is also reliant on other entities and service -50-
providers in connection with the administration of the Bonds, including without limitation the County tax collector for the levy and collection of property taxes, the Trustee, and the dissemination agent. No assurance can be given that the City and/or the other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners.

Limitations on Remedies Available to Bond Owners
The ability of the City to comply with its covenants under the Lease may be adversely affected by actions and events outside of the control of the City, and may be adversely affected by actions taken (or not taken) by voters, property owners, taxpayers or payers of assessments, fees and charges. See “CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS” above. Furthermore, any remedies available to the owners of the Bonds upon the occurrence of an event of default under the Lease or the Indenture are in many respects dependent upon judicial actions, which are often subject to discretion and delay and could prove both expensive and time consuming to obtain.

In addition to the limitations on Bondowner remedies contained in the Lease and the Indenture, the rights and obligations under the Bonds, the Lease and the Indenture may be subject to the following: the United States Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect; usual equity principles which may limit the specific enforcement under State law of certain remedies; the exercise by the United States of America of the powers delegated to it by the Federal Constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the Owners of the Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation or modification of their rights.

The opinion to be delivered by Bond Counsel, concurrently with the issuance of the Bonds, will include a qualification that the rights of the owners of the Bonds and the enforceability of the Bonds and the Indenture, the Lease and the Site Lease may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in accordance with principles of equity or otherwise in appropriate cases. See “APPENDIX E — FORM OF OPINION OF BOND COUNSEL.”
Secondary Market for Bonds
There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that any Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then-prevailing circumstances. Such prices could be substantially different from the original purchase price.
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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 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 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”) that must be satisfied subsequent to the issuance of the Bonds in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. 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.

Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a 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 Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “bond premium” for purposes of federal income taxes and State of California personal income taxes.

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 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 Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Bonds who purchase the Bonds after the initial offering of a substantial amount of such maturity. Owners of such Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering to the public at the first price at which a substantial amount of such Bonds is sold to the public.

Under the Tax Code, bond premium is amortized on an annual basis over the term of the Bond (said term being the shorter of the Bond’s maturity date or its call date). The amount of bond premium amortized each year reduces the adjusted basis of the owner of the Bond for purposes of determining taxable gain or loss upon disposition. The amount of bond premium on a Bond is amortized each year over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized Bond premium is not deductible for federal income tax purposes. Owners of premium 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 Bonds. -52-
California Tax Status. In the further opinion of Bond Counsel, interest on the 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 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 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment.

The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the Bonds, or as to the consequences of owning or receiving interest on the Bonds, as of any future date. Prospective purchasers of the 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 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 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 Bonds, the ownership, sale or disposition of the Bonds, or the amount, accrual or receipt of interest on the Bonds.

CERTAIN LEGAL MATTERS
Jones Hall, A Professional Law Corporation, Bond Counsel, will render an opinion with respect to the validity of the Bonds, the form of which is set forth in “APPENDIX E – FORM OF OPINION OF BOND COUNSEL.” Certain legal matters will also be passed upon for the City and the Authority by Jones Hall, A Professional Law Corporation, as Disclosure Counsel. Certain legal matters will be passed upon for the City by the City Attorney, and for the Underwriter by its counsel, Stradling Yocca Carlson & Rauth LLP.

LITIGATION
Except as may otherwise be set forth in this Official Statement, to the best knowledge of the City, there is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending and notice of which has been served on and received by the City or, to the knowledge of the City, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of the Lease, the Site Lease or the Indenture, or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially adversely affect the consummation of the transactions contemplated by the -53-
Lease, the Site Lease or the Indenture, or the financial conditions, assets, properties or operations of the City, including but not limited to the payment and performance of the City’s obligations under the Lease.

The City is subject to claims, actions, and lawsuits arising in the normal course of business. At this time, the City does not believe any of the lawsuits are likely to be resolved in a manner that would result in liability to the City in excess of its existing insurance coverage.

However, no assurance can be given that an adverse outcome in any pending or future litigation against the City would not result in a material adverse effect upon the financial condition of the City and its ability to pay the Lease Payments securing the Bonds.

RATING
S&P Global Ratings (“S&P”), a division of Standard & Poor’s Financial Services LLC has assigned its municipal bond rating of “__” to the Bonds. This rating reflects only the views of S&P, and an explanation of the significance of this rating, and any outlook assigned to or associated with this rating, should be obtained from S&P. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. The City has provided certain additional information and materials to the rating agency (some of which does not appear in this Official Statement). There is no assurance that this rating will continue for any given period of time or that this rating will not be revised downward or withdrawn entirely by the rating agency, if in the judgment of the rating agency, circumstances so warrant. Any such downward revision or withdrawal of any rating on the Bonds may have an adverse effect on the market price or marketability of the Bonds.

CONTINUING DISCLOSURE
The City will covenant for the benefit of owners of the Bonds to provide certain financial information and operating data by not later than nine months after the end of the City’s fiscal year, or April 1, of each year (based on the City’s current fiscal year-end of June 30), commencing April 1, 2025, with the report for the 2023-24 fiscal year (the “Annual Report”) and to provide notices of the occurrence of certain listed events.

These covenants have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5), as amended (the “Rule”). The specific nature of the information to be contained in the Annual Report or the notices of listed events by the City is set forth in “APPENDIX D – Form of Continuing Disclosure Certificate.” A review of the City’s prior compliance with its continuing disclosure obligations under the Rule during the past 5 years reveals that _____________. [Underwriter to provide.] The City has retained NHA Advisors, LLC to serve as the dissemination agent for its outstanding bonded indebtedness which are subject to the Rule.

MUNICIPAL ADVISOR
The City and the Authority have retained NHA Advisors LLC, of San Rafael, California, as municipal advisor (the “Municipal Advisor”) in connection with the offering of the Bonds. All financial and other information presented in this Official Statement has been provided by the City -54-
and the Authority from their records, except for information expressly attributed to other sources.

The Municipal Advisor takes no responsibility for the accuracy or completeness of the data provided by the City, Authority or others and has not undertaken to make an independent verification or does not assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The fee of the Municipal Advisor is contingent upon the successful closing of the Bonds.

UNDERWRITING
Oppenheimer & Co. Inc., as underwriter (the “Underwriter”), has entered into a Bond Purchase Agreement with the Authority and the City under which it will purchase the Bonds at a purchase price of $________________, which is equal to the par amount of the Bonds, less an Underwriter’s discount of $____________.

The Underwriter will be obligated to take and pay for all of the Bonds if any are taken. The Underwriter intends to offer the Bonds to the public at the offering prices set forth on the inside cover page of this Official Statement. After the initial public offering, the public offering price may be varied from time to time by the Underwriter.

CONTINGENT FEES
In connection with the issuance of the Bonds, fees payable to the following professionals involved in the offering are contingent upon the issuance and delivery of the Bonds: Jones Hall, A Professional Law Corporation, as Bond Counsel and Disclosure Counsel; NHA Advisors LLC, as municipal advisor; Stradling Yocca Carlson & Rauth LLP, as counsel to the Underwriter; and U.S. Bank Trust Company, National Association, as Trustee.

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

TURLOCK PUBLIC FINANCING AUTHORITY
By:

Executive Director

CITY OF TURLOCK
By:

City Manager
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APPENDIX A

AUDITED FINANCIAL STATEMENTS
FOR FISCAL YEAR ENDING JUNE 30, 2023
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APPENDIX B

GENERAL INFORMATION ABOUT THE CITY OF TURLOCK

AND THE COUNTY OF STANISLAUS
The following information concerning the County of Stanislaus (the “County”) and the City of Turlock (the “City”) is included only for the purpose of supplying general information regarding the area. The Bonds are not a debt of the County, the City, the State of California (the “State”) or any of its political subdivisions, and neither the County, the City, the State nor any of its political subdivisions is liable therefor. The City and the Underwriter take no responsibility for the accuracy or completeness of such information.

General
The City. The City is located in the heart of California's Central Valley. The City is the second largest city in the County with a population which has grown steadily from 13,992 in 1970 to over 70,000 today. The City is approximately 135 miles from San Francisco and 94 miles from Sacramento. The City’s square mileage is approximately 16.91. The City was incorporated in 1908 and to utilizes a Council-Manager form of government. The City Council is made up of five members who set policy and set up the City budget. The City Council appoints a Mayor, City Manager, City Treasurer, City Clerk and members of other commissions.

The County. The County is located approximately 90 minutes southeast from both the City of San Francisco and Silicon Valley. Stanislaus County covers approximately 1,521 square miles and reaches from the Sierra Nevada foothills to California’s coastal range. It is located in the geographic center of the State.

Population
The following table lists population estimates for the City, the County and the State for the last five years, as of January 1 each year.

CITY OF TURLOCK, COUNTY OF STANISLAUS, STATE OF CALIFORNIA Population Estimates
Years 2020 through 2024, as of January 1
Year
City of
Turlock
Stanislaus
County
State of
California
2020 72,078 552,878 39,538,223
2021 71,441 551,342 39,327,868
2022 71,228 548,215 39,114,785
2023 70,885 545,753 39,061,058
2024 71,273 548,744 39,128,162
Source: California Department of Finance, Demographic Research Unit.

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Industry and Employment
The unemployment rate in Stanislaus County was 6.3 percent in September 2024, down from a revised 7.0 percent in August 2024, and above the year-ago estimate of 5.9 percent. This compares with an unadjusted unemployment rate of 5.3 percent for California and 3.9 percent for the nation during the same period.

The following table shows the unemployment rate in Stanislaus County for the years shown.

STANISLAUS COUNTY
Civilian Labor Force, Employment and Unemployment
Calendar Years 2019 through 2023
(March 2023 benchmark)
2019 2020 2021 2022 2023
Civilian Labor Force (1) 242,500 242,000 239,700 240,800 244,900 Employment 227,700 215,500 219,700 227,600 229,200
Unemployment 14,800 26,500 20,000 13,300 15,800
Unemployment Rate 6.1% 11.0% 8.3% 5.5% 6.4%
Wage and Salary Employment:(2)
Agriculture 14,900 14,500 14,000 13,900 12,700
Mining, Logging and Construction 10,500 9,800 10,700 11,300 10,800 Manufacturing 21,500 21,300 22,000 23,000 24,300
Wholesale Trade 6,200 5,900 5,600 5,600 5,400
Retail Trade 22,800 21,900 23,000 23,100 22,800
Transportation, Warehousing, Utilities 8,700 9,000 9,100 10,100 10,800 Information 1,000 800 800 800 800
Financial Activities 5,300 5,100 4,900 5,000 4,900
Professional and Business Services 15,300 15,100 15,400 15,200 14,600 Leisure and Hospitality 19,200 15,800 18,200 20,500 20,900 Other Services 5,900 5,100 5,500 6,000 6,100
Federal Government 800 900 700 700 700
State Government 2,100 2,100 2,000 2,100 2,200
Local Government 27,400 25,900 25,700 27,000 28,300
Total all Industries (3) 196,300 187,700 192,600 199,900 202,200 (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) Columns may not sum to totals due to rounding.

Source: State of California Employment Development Department. [Remainder of page intentionally left blank]
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The following table lists, in alphabetical order, the largest manufacturing and nonmanufacturing employers within the County as of October 2024.

COUNTY OF STANISLAUS
Major Employers
As of October 2024
(In Alphabetical Order)
Employer Name Location Industry
Amazon Fulfillment Ctr Patterson Mail Order Fulfillment Service Bartles & Jaymes Co Modesto Wineries (mfrs)
Behavioral Health & Recovery Modesto Mental Health Services Conagra Brands Inc Oakdale Food Products (whls)
Duarte Nursery Hughson Nurserymen
Duarte Nursery Inc Hughson Nurserymen
E & J Gallo Winery Modesto Wineries (mfrs)
Emanuel Medical Ctr Turlock Hospitals
Foster Farms Turlock Poultry Processing Plants (mfrs)
Frito-Lay Inc Modesto Potato Chips Corn Chips/Snacks (mfrs) Health Services Agency Modesto Clinics
Macdonald Group At PMZ Real Modesto Real Estate
Memorial Medical Ctr Modesto Hospitals
Modesto Bee Modesto Newspapers (publishers/Mfrs)
Oak Valley Hospital District Oakdale Health Care Management Pacific Southwest Contnr LLC Modesto Corrugated & Solid Fiber Boxes (mfrs) Patterson City Sheriff Ofc Modesto City Government-Executive Offices Stanislaus County Ofc of Edu Modesto Home Health Service Stanislaus County Welfare Dept Modesto Government Offices-County Storer Coachways Modesto Buses-Charter & Rental
Sysco Central California Modesto Grocers-Wholesale
Temsa Turlock Nonclassified Establishments
Turlock Irrigation District Turlock Utility Contractors United States Postal Svc Modesto Post Offices
Walmart Modesto Department Stores
Source: State of California Employment Development Department, extracted from The America’s Labor Market Information System (ALMIS) Employer Database, 2025 1st edition.
[Remainder of page intentionally left blank]
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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, the County, the State, and the United States for the period 2021 through 2025.

CITY OF TURLOCK, STANISLAUS COUNTY,

STATE OF CALIFORNIA AND UNITED STATES

EFFECTIVE BUYING INCOME
As of January 1, 2021 through 2025
Year Area
Total Effective
Buying Income
(000’s Omitted)
Median Household
Effective
Buying Income
2021 City of Turlock $1,679,369 $54,225
Stanislaus County 12,472,918 55,452
California 1,290,894,604 67,956
United States 9,809,944,764 56,790
2022 City of Turlock $1,862,296 $61,001
Stanislaus County 13,889,615 63,128
California 1,452,426,153 77,058
United States 11,208,582,541 64,448
2023 City of Turlock $1,832,234 $60,414
Stanislaus County 14,125,584 63,716
California 1,461,799,662 77,175
United States 11,454,846,397 65,326
2024 City of Turlock $2,078,280 $69,547
Stanislaus County 15,843,489 71,567
California 1,510,708,521 80,973
United States 11,987,185,826 67,876
2025 City of Turlock $2,102,344 $69,265
Stanislaus County 15,349,499 69,398
California 1,557,429,767 82,725
United States 12,525,577,707 69,687
Source: Claritas, LLC.

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Commercial Activity
A summary of historic taxable sales within the City and the County during the past five years in which data is available is shown in the following tables.

Total taxable sales during the first two quarters of calendar year 2024 in the City were reported to be $964,385,469, a 4.25% increase over the total taxable sales of $925,090,930 reported during the comparable two quarters of calendar year 2023.

CITY OF TURLOCK
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions Calendar Years 2019 through 2023 (Dollars in Thousands) Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2019 1,211 $1,081,041 1,937 $1,357,324
2020 1,318 1,049,359 2,100 1,312,598
2021 1,204 1,309,839 1,941 1,612,263
2022 1,171 1,348,017 1,948 1,687,205
2023 1,114 1,646,690 1,852 1,947,814
Source: State Department of Tax and Fee Administration.

Total taxable sales during the first two quarters of calendar year 2024 in the County were reported to be $6,117,922,615, a 1.81% decrease in the total taxable sales of $6,230,965,722 reported during the comparable two quarters of calendar year 2023.

COUNTY OF STANISLAUS
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions Calendar Years 2019 through 2023 (Dollars in Thousands) Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2019 7,442 $6,456,679 12,084 $9,661,772
2020 8,329 6,882,397 13,500 10,018,240
2021 7,848 8,695,930 12,854 12,336,565
2022 7,903 8,659,163 13,158 12,972,355
2023 7,641 8,702,247 12,837 12,680,032
Source: State Department of Tax and Fee Administration.

B-6
Construction Activity
Construction activity in the City and the County for the past five years for which data is available is shown in the following tables.

CITY OF TURLOCK
Building Permit Valuation
For Calendar Years 2019 through 2023
(Dollars in Thousands)(1)
2019 2020 2021 2022 2023
Permit Valuation
New Single-family $24,195.0 $28,569.7 $26,892.6 $20,347.3 $38,306.1 New Multi-family 0.0 0.0 1,329.4 527.0 663.5
Res. Alterations/Additions 5,187.3 2,279.8 4,532.0 6,414.6 8,188.2 Total Residential 29,382.3 30,849.5 32,754.0 27,288.9 47,157.8 New Commercial 18,233.0 12,943.7 103,131.4 7,330.0 34,851.9 New Industrial 21,977.6 700.0 0.0 0.0 1,300.0
New Other 2,059.9 3,841.5 4,350.7 4,140.3 5,364.5
Com. Alterations/Additions 27,864.5 10,842.6 7,231.0 22,728.2 55,979.5 Total Nonresidential 70,135.0 28,327.8 114,713.1 34,198.5 97,495.9 New Dwelling Units
Single Family 103 114 95 71 156
Multiple Family 0 0 2 3 8
TOTAL 103 114 97 74 164
(1) Totals may not foot due to rounding.

Source: Construction Industry Research Board, Building Permit Summary.

STANISLAUS COUNTY
Building Permit Valuation
For Calendar Years 2019 through 2023
(Dollars in Thousands)(1)
2019 2020 2021 2022 2023
Permit Valuation
New Single-family $141,972.9 $117,995.9 $138,915.1 $217,803.9 $270,120.0 New Multi-family 33,278.3 19,128.6 18,152.6 12,867.1 6,394.3 Res. Alterations/Additions 176,519.4 36,671.9 31,153.3 40,236.7 35,460.9 Total Residential 351,770.6 173,796.4 188,221.0 270,907.7 311,975.2 New Commercial 96,200.9 97,980.1 65,798.9 131,558.5 165,228.6 New Industrial 12,626.4 30,302.6 17,429.8 120.0 1,442.0 New Other 87,441.2 30,777.1 30,371.3 54,393.4 112,108.4 Com. Alterations/Additions 54,449.5 104,465.8 68,270.3 155,867.6 141,622.9 Total Nonresidential 250,718.0 263,525.6 181,870.3 341,939.5 420,401.9 New Dwelling Units
Single Family 684 569 646 842 1,041
Multiple Family 10 178 110 107 85
TOTAL 694 739 756 949 1,126
(1) Totals may not foot due to rounding.

Source: Construction Industry Research Board, Building Permit Summary.

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APPENDIX C

SUMMARY OF CERTAIN PROVISIONS OF

PRINCIPAL LEGAL DOCUMENTS
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APPENDIX D

FORM OF CONTINUING DISCLOSURE CERTIFICATE
$____________

TURLOCK PUBLIC FINANCING AUTHORITY
Lease Revenue Bonds, Series 2025
(Streets Improvements)
This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the City of Turlock (the “City”) in connection with the issuance by the Authority of the bonds captioned above (the “Bonds”). The Bonds are being issued under an Indenture of Trust dated as of January 1, 2025 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The City hereby 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 Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual 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 nine months after the end of the City’s fiscal year, or April 1, of each year (based on the City’s current fiscal year-end of June 30). “Dissemination Agent” means NHA Advisors LLC, 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 and the Authority in connection with the issuance of the Bonds. “Participating Underwriter” means Oppenheimer & Co. Inc., the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

D-2
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, 2025, with the report for Fiscal Year 2023-24, 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 certificate 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. (c) With respect to each Annual Report, the Dissemination Agent shall:
(i) determine each year prior to the Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and
(ii) if the Dissemination Agent is other than the 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) Audited Financial Statements of the City 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 final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.

D-3
(b) To the extent not contained in the audited financial statements filed pursuant to the preceding clause (a), the Annual Report shall contain information showing:
(i) the principal amount of Bonds outstanding and the balance in each fund under the Indenture, as of June 30 preceding the the Annual Report; and (ii) updates to the substance of the information contained in the following tables in the Official Statement:
(1) Table 1 – Statements of Revenues, Expenditures and
Changes in General Fund Balance
(2) Table 2 – General Fund Balance Sheets
(3) Table 6 – Assessed Valuations of All Taxable Property (4) Table 7 – Principal Property Taxpayers (top 10 only) (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. (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.

D-4
(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 trustee or the change of name of a trustee, 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 definition of “financial obligation,” see clause (f)).
(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 definition of “financial obligation,” see clause (f)). (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 Listed Events described in subsection (a)(8) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Indenture.
(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. (d) For the purposes of the event identified in (a)(12) above, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person.
(e) 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 D-5
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. (f) 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 Municipal Securities Rulemaking Board consistent with the Rule.

Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of 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 such 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:
(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 Indenture for amendments to the Indenture 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 financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

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If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the 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. In the event of a failure of the City 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 Indenture, and the sole remedy under this Disclosure Certificate in the 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 it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Bond owners 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.

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Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Section 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.

Section 15. Governing Law. This Disclosure Certificate shall be governed by the laws of the state of California.

Date: ________________, 2025

CITY OF TURLOCK
By
Name:_____________
Title:_____________
ACCEPTED AND AGREED:

NHA Advisors LLC,
As Dissemination Agent
By
Authorized Representative
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APPENDIX E

FORM OF OPINION OF BOND COUNSEL
[Closing Date]
Board of Directors
Turlock Public Financing Authority
156 S Broadway
Turlock, California 95380
OPINION: $__________ Turlock Public Financing Authority Lease Revenue Bonds, Series 2025 (Streets Improvements) Members of the Board of the Directors:

We have acted as bond counsel to the Turlock Public Financing Authority (the “Authority”) in connection with the issuance by the Authority of its Lease Revenue Bonds, Series 2025 (Streets Improvements) in the aggregate principal amount of $_________ (the “Bonds”), under an Indenture of Trust dated as of January 1, 2025 (the “Indenture”), between the Authority and U.S.

Bank Trust Company, National Association, as trustee, and under the provisions of Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the California Government Code (the “Bond Law”). The Bonds are secured by Revenues as defined in the Indenture, consisting primarily of lease payments made by the City of Turlock (the “City”) under a Lease Agreement dated as of January 1, 2025 (the “Lease”) between the Authority as lessor and the City as lessee. We have examined the Indenture, the Lease, the Bond Law and such certified proceedings and other papers as we deem necessary to render this opinion.

Regarding questions of fact material to our opinion, we have relied on representations of the Authority contained in the Indenture and the City contained in the Lease, and on the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Regarding certain questions of law material to our opinion, we have assumed the correctness of certain legal conclusions contained in the written opinions of the city attorney/general counsel to the City/Authority, and others, without undertaking to verify the same by independent investigation.

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

1. The Authority is a joint exercise of powers agency, duly organized and existing under the laws of the State of California, with power to enter into the Indenture and the Lease, to perform the agreements on its part contained therein and to issue the Bonds.

2. The Bonds constitute legal, valid and binding special obligations of the Authority enforceable in accordance with their terms and payable solely from the sources provided therefor in the Indenture.

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3. The Indenture and the Lease have been duly approved by the Authority and constitute the legal, valid and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms.

4. The Indenture establishes a valid first and exclusive lien on and pledge of the Revenues (as that term is defined in the Indenture) and other funds pledged thereby for the security of the Bonds, in accordance with the terms of the Indenture.

5. The City is a municipal corporation duly organized and existing under the laws of the State of California, with power to enter into the Lease and to perform the agreements on its part contained therein. The Lease has been duly approved by the City and constitutes a legal, valid and binding obligation of the City enforceable against the City in accordance with its terms.

6. 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 Authority and the City comply with all requirements of the Internal Revenue Code of 1986, as amended, which must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Authority and the City have covenanted in the Indenture, the Lease and in other instruments relating to the Bonds to comply with each of such requirements, and the Authority and the City have full legal authority to make and comply with such covenants. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds.

7. Interest on the Bonds is exempt from personal income taxation imposed by the State of California.

It should be noted however that 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 and the Indenture 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 opinions are 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 any assumptions expressed herein, 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 F

DTC AND THE BOOK-ENTRY ONLY SYSTEM
The following description of the Depository Trust Company (“DTC”), the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.

Neither the issuer of the Bonds (the “Issuer”) nor the trustee appointed with respect to the Bonds (the “Agent”) take any responsibility for the information contained in this Appendix.

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

1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. 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 F-2
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 ___. 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 F-3
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.

City Council Staff Report
December 10, 2024
From: Isaac Moreno, Finance Director
Prepared by: Isaac Moreno, Finance Director
Agendized by: Reagan M. Wilson, City Manager

1. ACTION RECOMMENDED:

Resolution 2024-XXX: Approving a Recognized Obligation Payment Schedule for the fiscal period from July 1, 2025 through June 30, 2026 (ROPS 25-26) pursuant to Health and Safety Code Section 34177 and taking related actions

2. DISCUSSION OF ISSUE:

Pursuant to California Health and Safety (HSC) Code Section 34177, the Successor Agency must prepare a Recognized Obligation Payment Schedule (ROPS) listing the anticipated payments for enforceable obligations to be made during each specified fiscal period. Beginning with fiscal year 2016-17, the Successor Agency has prepared an annual ROPS for a 12-month period (prior to 2016-17 the ROPS was prepared semi-annually for six-month time periods).

After the Successor Agency Board approves a ROPS, it is then forwarded to an Oversight Board for approval. Until July 2018, the Oversight Board was made up of representatives of taxing entities whose boundaries were within the geographical boundaries of the former Turlock Redevelopment Agency. The members of the Turlock Successor Agency Oversight Board included a representative from Turlock Unified School District, Turlock Irrigation District, Stanislaus County, Yosemite Community College District, City of Turlock, the employees of the former Turlock Redevelopment Agency, and an at-large community member.

Beginning in July 2018 and in accordance with dissolution law, the various Oversight Boards within Stanislaus County were collapsed into one county-wide Oversight Board representing all the previous individual Oversight Boards within the County. The Dissolution Law stated the make-up of this new County-wide Oversight Board. The Countywide Oversight Board will be meeting on January 2025 to consider approving the individual ROPS as submitted by each successor agency.

Assuming both the Turlock Successor Agency Board and the County-wide Oversight Board approve the ROPS 25-26, the approved ROPS will then be submitted to the California Department of Finance (DOF) for their review and approval. Health and Safety Code (HSC) Section 34177 requires the submittal to DOF and the local County Auditor-Controller no later than February 1, 2025. In addition, a copy of the Oversight Board-approved ROPS must be posted on the Successor Agency’s website.

The DOF may eliminate or modify any item on the ROPS before approving it. The DOF must make its determination regarding the enforceable obligations and the amount and funding source for each enforceable obligation listed on the ROPS 25-26 no later than April 15, 2025. Within five business days of the DOF’s determination, the Successor Agency Agenda Staff Report
12/10/2024
may request to “meet and confer” with the DOF on disputed items. The meet and confer period may vary, but an untimely submission of ROPS 25-26 may result in a meet and confer period of less than 30 days.

The County Auditor-Controller may object to the inclusion of any item on the ROPS that is not demonstrated to be an enforceable obligation and may object to the funding source proposed for any item. The County Auditor-Controller must provide notice of its objections to the DOF, the Successor Agency and the Oversight Board at least 60 days before disbursements from the Redevelopment Property Tax Trust Fund (“RPTTF”) are required to be made.

The County Auditor-Controller is required to make RPTTF disbursements to the Successor Agency pursuant to the DOF-approved ROPS 25-26 on June 1, 2025 (to fund enforceable obligation payments from July 1, 2025 through December 31, 2025) and January 1, 2026 (to fund enforceable obligation payments from January 1, 2026 through June 30, 2026).

3. BASIS OF RECOMMENDATION:

Pursuant to HSC Section 34177, in order to make payments on enforceable obligations, the Successor Agency is required to prepare a Recognized Obligation Payment Schedule (“ROPS”) for specified fiscal periods. Each ROPS must be approved by the Oversight Board, submitted to the County Auditor-Controller, the State Controller, as well as the State Department of Finance (“DOF”).

4. FISCAL IMPACT / BUDGET AMENDMENT:

Preparation of a Recognized Obligation Payment Schedule will allow the Successor Agency to pay enforceable obligations of the former redevelopment agency for the period July 1, 2025 through June 30, 2026. The ROPS will also be forwarded on to the Countywide Oversight Board for their approval prior to submission to the California Department of Finance.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

8. ALTERNATIVES:

None recommended at this time as the preparation of a Recognized Obligation Payment Schedule is required by law in order for the Successor Agency to continue to pay obligations of the former Turlock Redevelopment Agency.

Agenda Staff Report
12/10/2024

9. ATTACHMENTS:

1. Draft Resolution ROPS 25-26

2. ROPS Schedule 25-26

BEFORE THE SUCCESSOR AGENCY TO THE

TURLOCK REDEVELOPMENT AGENCY
IN THE MATTER OF APPROVING } RESOLUTION NO. SA-RDA-2024-_____ A RECOGNIZED OBLIGATION PAYMENT }
SCHEDULE FOR THE FISCAL PERIOD }
FROM JULY 1, 2025 THROUGH JUNE 30, 2026 }
(ROPS 25-26) PURSUANT TO HEALTH }
AND SAFETY CODE SECTION 34177 AND }
TAKING RELATED ACTIONS }
}
WHEREAS, pursuant to Health and Safety Code (“HSC”) Section 34177(o), the Successor Agency to the Turlock Redevelopment Agency (the “Successor Agency”) must prepare a Recognized Obligation Payment Schedule listing the anticipated payments for enforceable obligations to be made by the Successor Agency during the fiscal period from July 1, 2025 through June 30, 2026 (“ROPS 25- 26”) and submit ROPS 25-26 to the oversight board having jurisdiction over the Successor Agency for approval; and
WHEREAS, pursuant to HSC Section 34179(j), commencing on and after July 1, 2018, the Stanislaus Countywide Oversight Board (the “Oversight Board”) has jurisdiction over the Successor Agency; and
WHEREAS, pursuant to HSC Section 34177(l)(2)(B), at the same time that the Successor Agency submits ROPS 25-26 to the Oversight Board for approval, the Successor Agency must submit a copy of such ROPS 25-26 to the State Department of Finance (the “DOF”), the County administrative officer, and the County Auditor-Controller; and
WHEREAS, pursuant to HSC Section 34177(l)(2)(C) and Section 34177(o)(1), the Successor Agency must: (i) submit the Oversight Board-approved ROPS 25-26 to the DOF, the Office of the State Controller, and the County Auditor-Controller no later than February 1, 2025, and (ii) post a copy of the Oversight Board-approved ROPS 25-26 on the Successor Agency’s website;

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE

TURLOCK REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS:

Section 1. The above recitals are true and correct and are a substantive part of this Resolution.

Section 2. ROPS 25-26, substantially in the form attached hereto as Exhibit A, is hereby approved. The Executive Director of the Successor Agency, in consultation with the Successor Agency’s legal counsel, may modify ROPS 25-26 as the Executive Director or the Successor Agency’s legal counsel deems necessary or advisable.

Section 3. Staff is hereby authorized and directed to submit a copy of ROPS 25-26 to the Oversight Board for approval and, at the same time, transmit a copy of ROPS 25-26 to the DOF, the County Auditor-Controller and the County administrative officer as designated by the County.

Section 4. Staff is hereby authorized and directed to submit a copy of Oversight Boardapproved ROPS 25-26 to the DOF, the Office of the State Controller, and the County Auditor-Controller.

If the Oversight Board has not approved ROPS 25-26
Resolution No. SA-RDA-2024-____

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Turlock City CouncilDecember 10, 2024

Turlock City Council
December 10, 2024