Ukiah City Council
October 16, 2024

Together for Better
2 | P a g e
resolution and documentation and approval that Bank Counsel shall prepare a draft of.

Financial Reporting • Audited annual financial statements due 270 days of fiscal year end • Adopted annual budget due 30 days of adoption
• Additional reporting requirements that are typical of a Credit Facility of this type
Material Change Any change (whether material or not) in the amount to be financed or a material change in the financial condition, or prospects of the City may constitute a repricing event and Umpqua may, at its option and in its sole discretion, terminate this Term Sheet and/or the Interest Rate may be adjusted.

Additional Conditions
Periodic financial and collateral reporting by the City, as well as representations and warranties of the City regarding its status and ability to repay and related matters, and covenants and conditions that are appropriate for a Credit Facility of the scope and nature proposed herein will be determined as part of Umpqua’s normal underwriting and approval process. The Credit Facility will be subject to a default rate equal to the proposed interest rate + 3.0% should an event of default occur and continue.

PDFs of all executed and other documents listed on the Closing Index prepared by Umpqua shall be provided to the Bank no later than 24 hours before the time of the requested wire; provided, that if any documents can only be signed after receipt of the wire those documents shall be provided immediately after receipt of the wire.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT ANY MATERIAL CHANGE

SHALL OCCUR IN THE FINANCIAL MARKETS AFTER THE DATE OF THIS TERM SHEET, BUT BEFORE CLOSING,

INCLUDING BUT NOT LIMITED TO ANY GOVERNMENTAL ACTION OR OTHER EVENT WHICH MATERIALLY

ADVERSELY AFFECTS THE EXTENSION OF CREDIT BY BANKS, LEASING COMPANIES OR OTHER LENDING INSTITUTIONS, BANK MAY MODIFY THE INDICATIVE PRICING DESCRIBED ABOVE.

Sincerely,
Anastasia Efstathiu
VP/Relationship Manager
Public Finance - Southern Region
Please pursue underwriting and approval of a commitment for the described Credit Facility.

Borrower
By:

Printed Name:

Title:

Daniel Buffalo
Finance Director, City of Ukiah
Attachment 2

4881-2220-3627.2

NOTE PURCHASE AGREEMENT
by and between

CITY OF UKIAH, CALIFORNIA
and

UMPQUA BANK
City of Ukiah, California
2024-25 Tax and Revenue Anticipation Note
Dated as of _______, 2024
Attachment 3

Table of Contents
Page
i
ARTICLE I DEFINITIONS .............................................................................................................1 Section 1.01 Definitions....................................................................................................1 Section 1.02 Construction .................................................................................................5 ARTICLE II NOTES .......................................................................................................................6 Section 2.01 Initial Note Portion; Commitment to Purchase Note Portions.....................6 Section 2.02 Purchase Notice ...........................................................................................6 Section 2.03 No Note Rating; DTC; CUSIP .....................................................................7 Section 2.04 Note ..............................................................................................................7 Section 2.05 Interest..........................................................................................................7 Section 2.06 Alternative Rates ..........................................................................................8 Section 2.07 Illegality .......................................................................................................8 Section 2.08 Increased Costs ............................................................................................8 Section 2.09 Compensation ............................................................................................10 Section 2.10 Voluntary Termination of Unutilized Commitment ................................... 11 Section 2.11 Prepayments ............................................................................................... 11 Section 2.12 Security Interest ......................................................................................... 11 Section 2.13 Method and Place of Payment ................................................................... 11 Section 2.14 Net Payment ............................................................................................... 11 Section 2.15 Transfers of the Note ..................................................................................12 Section 2.16 Bank Records .............................................................................................12 ARTICLE III CONDITIONS PRECEDENT ................................................................................12 Section 3.01 Conditions to the Bank’s Entering Into Agreement ...................................12 Section 3.02 Conditions to Purchase ..............................................................................13 ARTICLE IV REPRESENTATIONS OF THE CITY ...................................................................14 Section 4.01 Valid Existence...........................................................................................14 Section 4.02 Authorization and Validity .........................................................................15 Section 4.03 Compliance with Laws and Contracts .......................................................15 Section 4.04 Litigation ....................................................................................................15 Section 4.05 No Event of Default ...................................................................................15 Section 4.06 Projections and Budget Material ................................................................15 Section 4.07 Accurate and Complete Disclosure ............................................................15 Section 4.08 Regulatory Approvals ................................................................................15 Section 4.09 Prospective Change in Law .......................................................................16 Section 4.10 Sovereign Immunity...................................................................................16 Section 4.11 Priority of Pledge .......................................................................................16 Section 4.12 Resolution ..................................................................................................16 Section 4.13 Reserved .....................................................................................................16 Section 4.14 Note ............................................................................................................16 Section 4.15 Usury ..........................................................................................................16 ARTICLE V COVENANTS OF THE CITY .................................................................................16 Section 5.01 Notice of Default........................................................................................16 Section 5.02 Compliance With Laws ..............................................................................16 Attachment 3

Table of Contents (continued)
Page
ii
Section 5.03 Resolution ..................................................................................................17 Section 5.04 No Impairment ...........................................................................................17 Section 5.05 Budgets; Financial Statements; Reports, Certificates and Other Information ................................................................................................17 Section 5.06 Inspection Rights .......................................................................................18 Section 5.07 Use of Proceeds..........................................................................................18 Section 5.08 Existence ....................................................................................................18 Section 5.09 Indebtedness and Liens ..............................................................................18 Section 5.10 Assignments ...............................................................................................18 Section 5.11 Sanctions Concerns and Anti-Corruption Laws .........................................18 Section 5.12 Further Assurances .....................................................................................19 Section 5.13 Certain Information ....................................................................................19 Section 5.14 Accuracy of Information ............................................................................19 Section 5.15 No Immunity ..............................................................................................19 Section 5.16 Deposit Relationship ..................................................................................19 ARTICLE VI EVENTS OF DEFAULT; REMEDIES ...................................................................20 Section 6.01 Events of Default .......................................................................................20 Section 6.02 Remedies ....................................................................................................21 Section 6.03 No Waiver; Cumulative Remedies .............................................................21 ARTICLE VII MISCELLANEOUS ..............................................................................................22 Section 7.01 Amendments ..............................................................................................22 Section 7.02 Assignments ...............................................................................................22 Section 7.03 Governing Law; Waiver of Jury Trial; Waiver of Special Damages; Sovereign Immunity...................................................................................22 Section 7.04 Severability ................................................................................................23 Section 7.05 Counterparts ...............................................................................................23 Section 7.06 Expenses ....................................................................................................23 Section 7.07 Indemnification ..........................................................................................23 Section 7.08 Term of the Agreement ..............................................................................25 Section 7.09 Notice .........................................................................................................25 Section 7.10 Holidays .....................................................................................................25 Section 7.11 Survival ......................................................................................................25 Section 7.12 USA PATRIOT ACT NOTIFICATION .....................................................25 Section 7.13 No Advisory or Fiduciary Relationship .....................................................26 Section 7.14 No Liability ................................................................................................26 Attachment 3

4881-2220-3627.2
i
EXHIBIT A – FORM OF PURCHASE NOTICE ..................................................................... A-1 EXHIBIT B – LIST OF INFORMATION PROVIDED BY THE CITY TO UMPQUA BANK PURSUANT TO SECTION 4.07 ...................................................................... B-1 Attachment 3

4881-2220-3627.2
This NOTE PURCHASE AGREEMENT, dated as of _________, 2024, is entered into by and between the CITY OF UKIAH, CALIFORNIA, a [general law city] existing under and by virtue of the laws of the State of California (the “City”), and UMPQUA BANK, an Oregon state chartered bank (including its successors and assigns, the “Bank”).

W I T N E S S E T H:

WHEREAS, the City desires to sell its City of Ukiah, California 2024-25 Tax and Revenue Anticipation Note (together with the portions thereof, the “Note”) in anticipation of its receipt of Revenues (as defined herein) in order to support its cash flow needs; and WHEREAS, the Bank is willing, on the terms and conditions contained herein, to purchase the Note as further described herein from the City; and NOW, THEREFORE, in consideration of the respective agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS
Section 1.01 Definitions. The following terms have the meanings indicated below or in the referenced Section of this Agreement, unless the context shall clearly indicate otherwise:
“Agreement” means this Note Purchase Agreement, as amended, modified and supplemented from time to time.
“Applicable Lending Office” means, in the case of any Note Portion, the office of the Bank at which the Note is carried on the books and records of the Bank as set forth in Section 7.09 herein.
“Authorized Representative” means any of the following officers of the City: the City Manager, the Director of Finance, or any of their designees, or any individual designated in writing to the Bank as an Authorized Representative.
“Authorizing Law” means California Government Code Sections 53850 to 53858 (inclusive). “Bank” has the meaning assigned to that term in the introductory paragraph of this Agreement.
“Borrowing Availability” means, at any time, the Maximum Amount, minus the aggregate principal amount of outstanding Note Portions hereunder. “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in San Francisco, California are authorized or required by law to remain closed. “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement, or (c) compliance by the Attachment 3

4881-2220-3627.2
2 Bank (or by the Applicable Lending Office of the Bank) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued. “City Council” means the City Council of the City.
“Commitment Termination Date” means June 29, 2025, unless terminated earlier as provided herein.
“Default” means the occurrence of any event or the existence of any circumstances that, with the passage of time, the giving of notice, or both, would become an Event of Default. “Default Rate” means the Interest Rate plus 3.00% per annum as more particularly described in Section 2.05(b) hereof.
“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
“Dollars” and “$” means the lawful currency of the United States of America. “Effective Date” means _____, 2024.
“Event of Default” has the meaning assigned to that term in Section 6.01 hereof. “Federal Funds Rate” means, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a business day, for the next preceding business day) by the Federal Reserve Bank of New York or, if such rate is not so published for any day which is a business day, the average of the quotations for such day on such transactions received by the Bank from three federal funds brokers of recognized standing selected by it. “Fiscal Year” means each twelve-month period commencing on July 1 and ending on June 30.
“General Fund” means the fund of the City into which Revenues are received and/or deposited.
“Governmental Authority” means the government of the United States of America, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

Attachment 3

4881-2220-3627.2
3 [“Grant” means [TO COME].]
“Indebtedness” means, without duplication, (a) all indebtedness (including principal and interest) of the City for borrowed money or for the deferred purchase price of property; (b) all liabilities secured by any Lien on any property owned by the City, whether or not such liabilities have been assumed by the City; (c) the aggregate amount required to be capitalized under leases under which the City is the lessee; and (d) all Contingent Obligations of the City. As used in this definition, the term “Contingent Obligation” means, as to the City, any obligation of the City guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly including, without limitation, any obligation of the City, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the holder of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming the City is required to perform thereunder) as determined by the City in good faith.
“Indemnitee” has the meaning assigned to that term in Section 7.07(a) hereof. “Interest Invoice” has the meaning assigned to that term in Section 2.05(b) hereof. “Initial Note Portion” means $___________ purchased on the Effective Date as described in Section 2.01(a) hereof.
“Interest Payment Date” means the first Business Day of each month, and date that any Note Portion is prepaid hereunder.
“Interest Period” means, with respect to any Note Portion, the period from and including the related Note Portion Date to but not including the first calendar day of the immediately succeeding month and, thereafter, the period from including the first day of each calendar month to and including the last day of such calendar month or, if earlier, to but not including the applicable Maturity Date.
“Interest Rate” means, with respect to any Note Portion, the sum of (a) the Federal Funds Rate, plus (b) 1.50%; provided however, that no time shall the Interest Rate be less than 4.00%; provided further however that at no time shall the Interest Rate paid hereunder exceed 10.0%. “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind Attachment 3

4881-2220-3627.2
4 or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement).
“Margin Stock” has the meaning provided in Regulation U of the Board of Governors of the Federal Reserve System.
“Maturity Date” means June 30, 2025, unless such date occurs earlier as provided herein. “Maximum Amount” means, on any date, an amount equal to $10,000,000, subject to the provisions of Section 2.01(c) hereof.
“Note” means the City of Ukiah, California 2024-25 Tax and Revenue Anticipation Note, as further described in Section 2.04 hereof.
“Note Portion” means an undivided beneficial interest in the Note and includes the Initial Note Portion.
“Notice” or “notice” means any form of written communication or a communication by means of electronic mail, facsimile device, telegraph or cable and confirmed telephonically. “Notice Office” means the office of the Bank as set forth in Section 7.09 herein, or such other office or mail code as the Bank may hereafter designate in writing as such to the City. Any Notice of a change in the Notice Office shall become effective on the fifth calendar day after the delivery of Notice thereof to the City.
“Obligations” means all amounts owing to the Bank pursuant to the terms of this Agreement and the Note.
“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.
“Overadvance” means the amount by which the aggregate principal amount of all Note Portions then outstanding exceeds the Borrowing Availability. “Payment Office” means the office of the Bank as set forth in Section 7.09 herein, or such other office or account as the Bank may hereafter designate in writing as such to the City. Any Notice of a change in the Payment Office shall become effective on the fifth calendar day after the delivery of Notice thereof to the City.
“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or a political subdivision or an agency or instrumentality thereof.
“Pledged Revenues” has the meaning assigned to that term in Section 2.10 hereof. “Purchase Date” means, (a) with respect to the Initial Note Portion, the Effective Date, and (b) with respect to future Note Portions, the date, which shall be a Business Day, on which the Bank is required to purchase such Note Portion as set forth in the applicable Purchase Notice.

Attachment 3

4881-2220-3627.2
5 “Purchase Notice” has the meaning assigned to that term in Section 2.02 hereof. “Rate Adjustment Date” means the first day of each month. “Related Documents” means the Note and the Resolution.
“Resolution” means Resolution No. ______ adopted by the City Council of the City on, October 16 2024, as amended, modified and supplemented from time to time. “Revenues” means all legally available taxes, income, revenue, cash receipts, and other moneys of the City attributable to the City’s Fiscal Year 2024-25. “Revenues” shall include amounts received and collected by the City from [GRANTS]. “Sanction(s)” means any international economic sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority. “Section 5.05 Documents” means the documents required by Section 5.05 hereof. “SOFR” means the secured overnight financing rate which is published by the Board of Governors of the Federal Reserve System and available at www.newyorkfed.org. “State” means the State of California.
“Taxes” has the meaning assigned to that term in Section 2.13 hereof. “Unutilized Commitment” means, on the Effective Date, $__________, and, thereafter at any time, means $__________ less the aggregate principal amount of all Note Portions purchased by the Bank.

Section 1.02 Construction. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (d) all references herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement.

Attachment 3

4881-2220-3627.2
6 ARTICLE II
NOTES
Section 2.01 Initial Note Portion; Commitment to Purchase Note Portions. (a) On the basis of the representations, warranties and covenants contained herein, but subject to the terms and conditions herein set forth, the Bank hereby agrees to purchase from the City, and the City hereby agrees to sell to the Bank Note Portions from time to time on a revolving basis up to the Borrowing Availability at a purchase price of 100% of the principal amount thereof. The initial Note Portion (the “Initial Note Portion”) purchased by the Bank hereunder is $__________. The wiring instructions to the Bank for the purposes of wiring the proceeds of each Note portion to the City are as follows:
__________
Account Number:

Routing Number:
(b) Subject to and upon the terms and conditions set forth herein, including but not limited to, the provisions of Section 2.11(a) hereof, the Bank agrees, at any time and from time to time prior to the Commitment Termination Date at the written request of the City, to purchase additional Note Portions issued by the City in any aggregate principal amount, provided such principal amount may not exceed the Unutilized Commitment at such time. (c) Within the limits of this Section 2.01, the City may borrow, repay pursuant to Section 2.11 hereof and reborrow under this Section 2.01(c) provided that the maximum amount that may be outstanding at any time hereunder is $10,000,000 and the aggregate amount of Note Portions ever issued hereunder, when added to the interest payable thereon, shall never exceed eighty-five percent (85%) of the estimated amount of the estimated uncollected taxes, income, revenue, cash receipts and other moneys of the City anticipated to be received for or accrued to the General Fund during Fiscal Year 2024-25 that will be available for the payment of the interest on and the principal of the Note. Upon any prepayment of the related Note Portion, the Borrowing Availability shall be reinstated as set forth in the definition thereof.

Section 2.02 Purchase Notice.
(a) Whenever the City desires for the Bank to purchase a Note Portion hereunder, it shall give the Bank at its Notice Office prior written notice of such purchase no later than five (5) days preceding the applicable Purchase Date. Each such notice (each a “Purchase Notice”) shall be in the form of Exhibit A attached hereto, appropriately completed to specify the aggregate principal amount of the Note Portion to be purchased and the applicable Purchase Date (which shall be a Business Day).
(b) No later than 12:00 p.m. California time on the applicable Purchase Date, so long as the conditions precedent to such purchase as set forth in Section 3.02 are satisfied at such time on such date, the Bank will make available to the order of the City the principal amount of the Note Portion in Dollars and in immediately available funds.

Attachment 3

4881-2220-3627.2
7 Section 2.03 No Note Rating; DTC; CUSIP. So long as the Bank owns the Note, such Note shall not be (i) assigned a separate rating by any rating agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) offered pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number by Standard & Poor’s CUSIP Service
Section 2.04 Note. The City’s obligation to pay the principal of, and interest on, the Note Portions purchased by the Bank shall be evidenced by a City of Ukiah, California 2024-25 Tax and Revenue Anticipation Note in the form of a note duly executed and delivered by the City substantially in the form attached to the Resolution appropriately completed in conformity herewith (as the same may be amended from time to time, the “Note”). The Note shall (i) be registered in the name of the Bank and be dated the Effective Date; (ii) be in a principal amount equal to an amount not to exceed $10,000,000 (subject to the provisions Section 2.01(c) hereof) and be payable in the principal amount of the Note Portions evidenced thereby, including the Initial Note Portion; (iii) mature, with respect to each Note Portion evidenced thereby, on June 30, 2025; (iv) bear interest at the Interest Rate; and (v) be entitled to the benefits of this Agreement and the Resolution. The Bank will note on the principal log attached to the Note the amount of each Note Portion purchased by the Bank and each principal payment in respect thereof. Failure to make any such notation shall not affect the City’s obligations in respect of the Note Portions.

Section 2.05 Interest. The City agrees to accrue and pay interest in respect of the unpaid principal amount of the Note as follows:
(a) The City agrees to accrue interest in respect of the unpaid principal amount of each Note Portion from the date the proceeds thereof are made available to the City until the earliest of (i) the date such Note Portion is paid in full, or (ii) the Maturity Date, in each case, at a rate per annum which shall be equal to the Interest Rate. (b) Overdue principal and, to the extent permitted by law, overdue interest in respect of each Note Portion shall bear interest at a rate equal to 3.00% per annum in excess of the Interest Rate for such Note Portion (the “Default Rate”). (c) Interest shall be payable (i) on each Interest Payment Date for the interest accrued on the Note from and including the preceding Interest Payment Date to but excluding such Interest Payment Date as set forth in an invoice of the Bank (each an “Interest Invoice”) delivered to the City no later than ___ (___) Business Days prior to such Interest Payment Date; provided that failure of delivery of an Interest Invoice shall not affect the City’s obligations in respect of such interest; provided further that to the extent that the interest set forth in an Interest Invoice is either below or above the actual interest amount, the difference shall be either credited or debited in the next succeeding Interest Invoice and, in the case of a deficiency, as long as the City pays such interest pursuant to the provisions of the following paragraph, such interest shall not be considered overdue; and (ii) in respect of each Note Portion, on any prepayment (on the amount prepaid), on the Maturity Date and, after the Maturity Date, on demand. (d) All computations of interest shall be made on a 30/360 basis.

Attachment 3

4881-2220-3627.2
8 Section 2.06 Alternative Rates. If the Bank has reasonably determined that (i) the administrator of the Federal Funds Rate, or any relevant agency or authority for such administrator of the Federal Funds Rate (or any substitute index which replaces the Federal Funds Rate (the Federal Funds Rate or such replacement, the “Benchmark”)), has announced that such Benchmark will no longer be provided, (ii) any relevant agency or authority has announced that such Benchmark is no longer representative, or (iii) any similar circumstance exists such that such Benchmark has become permanently unavailable or ceased to exist, the Bank will (x) replace such Benchmark with a replacement rate or (y) if any such circumstance applies to fewer than all tenors of such Benchmark used for determining an interest period hereunder, discontinue the availability of the affected interest periods. In the case of the Federal Funds Rate, such replacement rate will be SOFR. In the case of the replacement of a rate other than the Federal Funds Rate, the Bank may add a spread adjustment reasonably selected by the Bank, taking into consideration any selection or recommendation of a replacement rate by any relevant agency or authority, and evolving or prevailing market practice. In connection with the selection and implementation of any such replacement rate, the Bank may make any technical, administrative or operational changes that the Bank decides, in its reasonable opinion, may be appropriate to reflect the adoption and implementation of such replacement rate. The Bank’s internal records of applicable interest rates shall be determinative in the absence of manifest error.

Section 2.07 Illegality. If the Bank determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Bank to make, maintain or fund Advances whose interest is determined by reference to the Federal Funds Rate, or to determine or charge interest rates based upon the Federal Funds Rate, then, on notice thereof by the Bank to City, any obligation of the Bank to purchase make or continue Advances with reference to the Federal Funds Rate shall be suspended until the Bank notifies City that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, City shall, upon demand from the Bank convert the interest on all Advances to Advances that bear interest at the Alternate Rate, either on the last day of the Interest Period therefor in the case of Advances, if the Bank may lawfully continue to maintain such Advances to such day, and if the Bank may not lawfully continue to maintain Advances through the last day of the Interest Period therefor, then immediately upon demand. Upon any such conversion, City shall also pay accrued interest on the amount so converted on the date of such conversion
Section 2.08 Increased Costs. (a) If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive, or any change in the interpretation, promulgation, implementation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with Dodd-Frank Wall Street Reform and Consumer Protection Act, or promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) pursuant to Basel III or any successor Basel accord regardless of the date enacted, adopted or issued, or compliance by the Bank with any request or directive of any such authority, central bank or comparable agency:

Attachment 3

4881-2220-3627.2
9 (i) subjects the Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to the Bank hereunder or with respect to the Note; or
(ii) imposes or increases or deems applicable any reserve, assessment, compulsory loan, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Bank; or (iii) imposes any other condition on the Bank the result of which is to increase the cost to the Bank with respect to this Agreement, the Note or its making, maintenance or funding of the loans or any security therefor, or reduces any amount receivable by the Bank with respect to this Agreement, the Note, or the making, maintenance of funding of any loan, or requires the Bank to make any payment calculated by reference to any amount received with respect to this Agreement, the Note, or the making, maintenance or funding of any loan, by an amount deemed material by the Bank;
and the result of any of the foregoing is to increase the cost to the Bank with respect to this Agreement, the Note, or the making, maintenance or funding of the loans or to reduce the return received by the Bank in connection with the same, then, to the extent permitted by law, within thirty (30) days of demand by the Bank, City shall pay the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction in amount received thereafter. (b) If the Bank determines the amount of capital or liquidity required or expected to be maintained by the Bank or any corporation controlling the Bank is increased as a result of a Change, then, within thirty (30) days of demand by the Bank, City shall, to the extent permitted by law, pay the Bank the amount necessary to compensate for any shortfall in the future rate of return on the portion of such increased capital or liquidity which the Bank determines is attributable to this Agreement or the Note, as the case may be, hereunder (after taking into account the Bank’s policies as to capital adequacy) during the remaining term of the Agreement. (c) In connection with any costs imposed upon City by the Bank pursuant to this Section, the Bank shall (i) promptly notify City of such costs and (ii) provide City with a certificate as to such increased cost, increased capital or reduction in return incurred by the Bank as a result of any event mentioned in clause (a) or (b) of this Section 2.08 setting forth, in reasonable detail , the basis for such calculation and the amount of such calculation submitted by the Bank to City which calculation shall be conclusive (absent manifest error) as to the amount thereof. In making the determinations contemplated by the above referenced certificate, the Bank may make such reasonable estimates, assumptions, allocations and the like that the Bank in good faith determines to be appropriate.
(d) Any and all payment obligations of City under this Agreement or the Note shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment, then City shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax or Other Tax, then the sum payable by City shall be increased as necessary so that after such deduction or withholding has been made Attachment 3

4881-2220-3627.2
10 (including such deductions and withholdings applicable to additional sums payable under Section 2.08(c) hereof) the Bank receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(e) The Bank shall timely pay to the relevant Governmental Authority in accordance with applicable law or at the option of the Bank timely reimburse it for the payment of, any Other Taxes.
(f) To the extent permitted by law, City shall indemnify the Bank, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes attributable to amounts payable under Section 2.08(c) hereof) payable or paid by such Bank or required to be withheld or deducted from a payment to the Bank and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes and Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to City by the Bank shall be conclusive absent manifest error. (g) As soon as practicable after any payment of Taxes by City to a Governmental Authority pursuant to this Section 2.08(g), the City shall deliver to the Bank the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Bank.
(h) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.08 (including by the payment of additional amounts pursuant to Section 2.08(c) hereof), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.08 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).

Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.

Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph (h) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Section 2.09 Compensation. The City shall compensate the Bank, upon its written request (which request shall set forth the basis for requesting such compensation and shall, absent manifest error, be final and conclusive and binding on all the parties hereto), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Bank to Attachment 3

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11 fund its Note Portions) which the Bank may sustain (i) if for any reason (other than a default by the Bank) a purchase of a Note Portion does not occur on a date specified therefor in a Purchase Notice (whether or not withdrawn by the City), or (ii) as a consequence of any other default by the City to pay the principal of and interest on the Note Portions when required by the terms of this Agreement and the Note.

Section 2.10 Voluntary Termination of Unutilized Commitment. Upon at least five (5) Business Days’ prior notice to the Bank at its Notice Office, the City shall have the right, without premium or penalty, to terminate the Unutilized Commitment in whole or in part, in integral multiples of $100,000.

Section 2.11 Prepayments. (a) The City shall have the right to prepay any Note Portion, without premium or penalty, in whole or in part from time to time on any day; provided however, that if such date is not a Business Day, then such prepayment shall occur on the next succeeding Business Day; provided further however, that prior to any prepayment, the City shall provide notice to the Bank at least five (5) Business Days prior to such prepayment date. With respect to each prepayment of the Note pursuant to this Section 2.11, (i) the City shall designate the Note Portions which are to be prepaid and the specific draw dates applicable thereto and the amount or amounts to be prepaid, and (ii) each prepayment shall be in any amount, as determined by the City. (b) Overadvances. In the event that any calculation of the Borrowing Availability hereunder results in an Overadvance, the City shall, within ten (10) days to repay to the Bank any Overadvance. Overadvances constitute Obligations that are evidenced by the Note and entitled to all of the benefits of the Resolution and the Resolution.

Section 2.12 Security Interest. Pursuant to the Resolution, the City has pledged all Revenues (collectively, the “Pledged Revenues”) to the payment of the principal of and interest on the Note. The pledge is valid and binding in accordance with the terms of the Resolution, and the Pledged Revenues shall immediately be subject to the pledge, and the pledge shall constitute a first lien and security interest which shall immediately attach to the Pledged Revenues and be effective, binding, and enforceable against the City, its successors, creditors, and all others asserting the rights therein, to the extent set forth, and in accordance with, the Resolution irrespective of whether those parties have notice of the pledge and without the need for any physical delivery, recordation, filing, or further act.

Section 2.13 Method and Place of Payment. All payments under this Agreement or the Note shall be made to the Bank not later than 12:00 Noon (California time) on the date when due and shall be made in Dollars in immediately available funds at the Payment Office. Whenever any payment to be made hereunder or under the Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during such extension.

Section 2.14 Net Payment. All payments made by the City hereunder or under the Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any Attachment 3

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12 jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding any tax imposed on or measured by the net income of the Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Applicable Lending Office of the Bank is located) and all interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”). If any Taxes are so levied or imposed, the City agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under the Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in the Note.

The City will furnish to the Bank, within forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the City. To the extent permitted by law, the City hereby agrees to indemnify and hold harmless the Bank, and reimburse the Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by the Bank.

Section 2.15 Transfers of the Note. Unless the City shall otherwise consent in writing, the Bank shall not transfer the Note to any Person; provided, however, that the Bank may assign the Note to a wholly-owned subsidiary of the Bank without prior notice to the City so long as the delivery of payments hereunder remains unaffected.

Section 2.16 Bank Records. All transactions relating to the Unutilized Commitment and the Note Portions including, without limitation, prepayments, repayments, interest charges and reductions and terminations of the Unutilized Commitment and the Note Portions shall be reflected in the books and records of the Bank, which records shall be conclusive and binding upon the City absent manifest error.

ARTICLE III

CONDITIONS PRECEDENT
Section 3.01 Conditions to the Bank’s Entering Into Agreement. It shall be a condition precedent to the Bank’s entering into this Agreement and purchasing the Initial Note Portion that all proceedings taken in connection with the transactions contemplated hereby and all documents incident thereto, including the Related Documents, shall be in form and substance satisfactory to the Bank and that the conditions enumerated in this Section 3.01 have been fulfilled to the satisfaction of the Bank. Delivery by the Bank of fully executed signature pages to this Agreement shall constitute acknowledgment and acceptance by the Bank that all such conditions have been met or waived.
(a) Representations. On the Effective Date, (i) there shall exist no Event of Default or Default; (ii) all representations and warranties made by the City herein or in any of the Related Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time; and (iii) each of the Related Documents to which the City is a party, as amended (if applicable), is in full force and effect and has not been amended, modified or changed.
(b) Documents. On or prior to the Effective Date, the Bank shall have received, in form and substance satisfactory to the Bank, the following:

Attachment 3

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13 (i) True and complete executed originals of this Agreement and the Note executed by an Authorized Representative;
(ii) The Resolution certified as of the Effective Date by the Secretary of the Board of Directors;
(iii) The signature and incumbency certificate, dated the Effective Date, of the signatories of the City executing this Agreement and the Note; (iv) A certificate of an Authorized Representative dated the Effective Date, confirming that the 2024-25 budget has been approved by the City Council and making the representations set forth in Section 3.01(a) with respect to the City; (v) Executed copies of the legal opinion of the City Attorney to the City, which shall be in form and substance satisfactory to the Bank; (vi) A copy of the City’s annual comprehensive financial report (“ACFR”) for the City’s Fiscal Year 2022-23 Fiscal Year; (vii) If the Fiscal Year 2024-25 budget is changed before the Effective Date, a synopsis of the meeting at which the Board of Directors approved such changes to the annual budget for the City’s Fiscal Year 2024-25 certified by an Authorized Representative; and (viii) Such further documentation, certificates or opinions as the Bank may reasonably request in connection with the matters arising under this Agreement and the Related Documents.
(c) Absence of Material Adverse Change. The Bank shall be satisfied that, on the Effective Date, no material adverse change in or effect upon the financial condition of the City shall have occurred since June 30, 2023 or the City’s ability to perform its obligation under this Agreement and the Related Documents. In addition, on or prior to the Effective Date, no change shall have occurred in any law, rule or regulation or in any interpretation thereof that, in the opinion of counsel to the Bank, would make it illegal for the Bank to execute and deliver this Agreement or for the City to execute, deliver and perform under the terms of this Agreement and the Note. (d) Payment. The City shall have made arrangements for the payment of the fees and expenses of counsel to the Bank as provided in Section 7.06 hereof. (e) Other Matters. All other legal matters pertaining to the execution and delivery of this Agreement and the Related Documents shall be satisfactory to the Bank, and the Bank shall have received such other statements, certificates, agreements, documents and information with respect to the City and matters contemplated by this Agreement as the Bank may reasonably request.

Section 3.02 Conditions to Purchase. The obligation of the Bank to purchase a Note Portion (other than the Initial Note Portion) on any day is subject to the satisfaction of the following conditions on such date:

Attachment 3

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14 (a) Unutilized Commitment. The Unutilized Commitment shall not have expired or been terminated on or prior to such day.
(b) Purchase Notice. The Bank shall have timely received the required Purchase Notice duly completed by an Authorized Representative, with respect to such Note Portion.
(c) No Default; Representations and Warranties. At the time such Note Portion is to be purchased and also after giving effect thereto:
(i) no Default or Event of Default shall have occurred and be continuing;
(ii) except as otherwise provided in clause (iii) hereinbelow, all representations and warranties contained herein shall be true, correct and complete in all material respects with the same effect as though such representations and warranties had been made on and as of such date except to the extent a representation or warranty relates specifically to an earlier date, in which case, such representation and warranty shall have been true and correct as of such earlier date; and
(iii) (1) the City certifies as of the applicable Purchase Date that a true, correct and complete copy of each of the Section 5.05 Documents provided on or prior to such Purchase Date has been furnished to the Bank; (2) the City certifies that the information contained in such Section 5.05 Documents (excluding any budget materials or any projected Revenues included in the statement required by Section 5.05(d)) provided on or prior to such Purchase Date was accurate as of the respective dates of such information; (3) an Authorized Representative represents as of the Purchase Date that, to his or her actual knowledge, without any investigation, the information contained in the Section 5.05 Documents (excluding any budget materials or any projected Revenues included in the statement required by Section 5.05(d)) is complete in all material respects with respect to the Revenues; and (4) the City certifies on each Purchase Date that the amounts borrowed and to be borrowed hereunder, when added to the interest payable thereon, do not exceed eighty-five percent (85%) of the estimated amount of the estimated uncollected taxes, income, revenue, cash receipts and other moneys of the City anticipated to be received for or accrued to the General Fund during Fiscal Year 2024-25 that will be available for the payment of the interest on and the principal of the Note.

ARTICLE IV

REPRESENTATIONS OF THE CITY
The City makes the following representations and warranties to the Bank as of the date hereof, the Effective Date and as of each Purchase Date:

Section 4.01 Valid Existence. The City is a [general law city] duly organized and existing under and by virtue of the laws of the State and has the necessary power and authority to execute and deliver this Agreement and the Related Documents, to perform its obligations hereunder and thereunder.

Attachment 3

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15 Section 4.02 Authorization and Validity. The execution, delivery and performance by the City of this Agreement, the Note and the other Related Documents have been duly authorized by proper proceedings of the City, and no further approval, authorization or consents are required by law or otherwise. To the best of the City’s knowledge, this Agreement, the Note and the Resolution constitute the legal, valid and binding obligations of the City enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally and principles of equity and public policy.

Section 4.03 Compliance with Laws and Contracts. Neither the execution and delivery by the City of this Agreement, the Note and the Resolution, nor the consummation of the transactions herein and therein contemplated, nor compliance with the provisions hereof or thereof will (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the City, (b) result in any breach of, or default under the provisions of any material indenture, resolution, instrument or agreement to which the City is a party or is subject, or by which it or its property is bound, or (c) conflict with or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, instrument or agreement.

Section 4.04 Litigation. Other than has been previously disclosed in writing to the Bank, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending with service of process accomplished or, to the knowledge of the City, threatened against or affecting the City (a) wherein an unfavorable decision, ruling or finding would materially adversely affect (i) the transactions contemplated by or the validity of this Agreement, the Note or any of the other Related Documents, or (ii) the City’s ability to perform its obligations hereunder or under the Note, or the other Related Documents; or (b) which in any way contests the existence, organization or powers of the City or the titles of the officers of the City to their respective offices.

Section 4.05 No Event of Default. No Event of Default or Default has occurred and is continuing.

Section 4.06 Projections and Budget Material. The City represents that the proposed budget for Fiscal Year 2024-25 in the form considered by the Board of Directors at its meeting on _______, 2024, was prepared on the basis of information and estimates that the City believed on the Effective Date to be reasonable.

Section 4.07 Accurate and Complete Disclosure. The City hereby certifies as of the Effective Date that true, correct and complete copies of the documents listed in Exhibit B have been made available to the Bank. The City also certifies that the information contained in the documents listed in Exhibit B was accurate as of the respective dates of such information. The City hereby certifies that it has not failed to disclose any material information relating to the Revenues of which the City has actual knowledge, without any investigation, where such omission would reasonably be expected to impact the Bank’s decision to enter into the Note Purchase Agreement.

Section 4.08 Regulatory Approvals. Each authorization, consent, approval, license or formal exemption from or filing, declaration or registration with, any court, governmental agency or regulatory authority (federal, state or local), required to be obtained by the City in connection Attachment 3

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16 with the City’s execution and delivery of, and performance under this Agreement, the Note and the other Related Documents has been obtained or made and is in full force and effect.

Section 4.09 Prospective Change in Law. To the knowledge of the City, there is no amendment, or proposed amendment certified for placement on a ballot, to the Constitution of the State or any published administrative interpretation of the Constitution of the State or any State law, or any legislation which has passed either house of the State legislature or is under consideration by any conference or similar committee, or any published judicial decision interpreting any of the foregoing, the effect of which is to invalidate, eliminate or materially reduce the Revenues.

Section 4.10 Sovereign Immunity. Under California law and subject to Section 7.03(d) hereto, the City cannot assert sovereign immunity as a defense to the enforcement of its obligations under this Agreement and the Note.

Section 4.11 Priority of Pledge. The Resolution provides the Bank with a valid pledge of the Pledged Revenues, the priority of which is set forth in the Resolution, and the Bank is not required to take any further action to perfect or maintain this pledge.

Section 4.12 Resolution. The Resolution is in full force and effect. The Resolution has not been amended or supplemented except by such amendments or supplements as have previously been delivered to the Bank.

Section 4.13 Reserved.

Section 4.14 Note. As of the Effective Date, the Note has been duly and validly issued under the Resolution and is entitled to the benefits thereof.

Section 4.15 Usury. The terms of this Agreement, the Note and the other Related Documents regarding the calculation and payment of interest and fees do not violate any applicable usury laws.

ARTICLE V

COVENANTS OF THE CITY
During the term of this Agreement, and until the Obligations are paid in full, including full payment of the Note, unless the Bank shall otherwise consent in writing, the City covenants and agrees as follows:

Section 5.01 Notice of Default. As soon as practicable but in any event not more than five (5) Business Days after an Authorized Representative of the City shall have obtained knowledge of the occurrence of an Event of Default or Default provide to the Bank the written statement of an Authorized Representative setting forth the details of each such Event of Default or Default and, to the extent the City has made any determination with respect thereto, the action which the City proposes to take with respect thereto.

Section 5.02 Compliance With Laws. The City shall comply with all laws, rules and regulations, and with all final orders, writs, judgments, injunctions, decrees or awards to which it Attachment 3

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17 may be subject; provided, however, that the City may contest the validity or application thereof and appeal or otherwise seek relief therefrom, and exercise any and all of the rights and remedies which it may have with regard thereto, so long as such acts do not affect the City’s power and authority to execute and deliver this Agreement, to perform its obligations and pay all amounts payable by it hereunder or under the Note, or to execute and deliver the other Related Documents and to perform its obligations thereunder.

Section 5.03 Resolution. The City agrees that it will perform and comply with each and every covenant and agreement required to be performed or observed by it in the Resolution, each of which covenants and agreements are, by this reference, incorporated into this Agreement in their entirety together with all defined terms and construction provisions necessary for a correct understanding thereof. The City shall not amend, modify, terminate or grant, or permit the amendment, modification, termination or grant of, any waiver under, or consent to, or permit or suffer to occur any action or omission which results in, or is equivalent to, an amendment, termination, modification, or grant of a waiver under the Resolution which would materially impair the ability of the City to perform its obligations under this Agreement without the prior written consent of the Bank.

Section 5.04 No Impairment. The City will not take any action that would materially impair the City’s ability to perform its obligations under this Agreement, the Note and the other Related Documents.

Section 5.05 Budgets; Financial Statements; Reports, Certificates and Other Information.

The City shall provide or cause to be provided to the Bank copies of:
(a) As soon as available, and in any event no later than thirty (30) days after the adoption thereof, a copy of the City’s annual budget for the City’s Fiscal Year 2024-25, as said budget shall have been adopted by the Board of Directors; (b) As soon as available, and in any event no later than 270 days after June 30, 2024, the City’s ACFR for Fiscal Year ending June 30, 2024 together with an opinion of the independent accountants who conducted the audit of the financial statements of the City contained in the ACFR, which opinion shall contain no qualifications other than qualifications relating to the implementation of rules issued by the Government Accounting Standards Board (the failure to comply with which would not, in the opinion of the Bank in its sole discretion, individually or in the aggregate, have a material impact on any financial statement line item); (c) Concurrently with the furnishing of the financial statements described under Section 5.05(b) hereof, a certificate signed by an Authorized Representative stating that (i) the City has complied with all of the terms, provisions and conditions of this Agreement and the other Related Documents, (ii) to the best of his/her knowledge, the City has kept, observed, performed and fulfilled each and every covenant, provision and condition of this Agreement and the other Related Documents on the City’s part to be performed, and (iii) no Default or Event of Default has occurred or, if such Default or Event of Default has occurred, specifying the nature of such Default or Event of Default, the period of its existence, the nature and status thereof and any remedial steps taken or proposed to correct such Default or Event of Default; Attachment 3

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18 (d) As soon as available and, in any event, within ten (10) Business Days after adoption by the Board of Directors of any changes to the Fiscal Year 2024-25 annual budget for the City, including, but not limited to, all interim budget reports, if any, but only to the extent that such changes relate to Revenues;
(e) Promptly, notice of any action, suit or proceeding known to it at law or in equity or by or before any governmental instrumentality, entity or other agency which, if adversely determined, would materially impair the ability of the City to carry out its obligations under this Agreement, the Note or any other Related Document or any other document, instrument or agreement required hereunder or thereunder, or would materially and adversely affect its assets or financial condition;
(f) Promptly, notice of any matter or event which may result in a material adverse change in the City’s financial condition or operations; and (g) Promptly, upon the request of the Bank, any additional information reasonably requested by the Bank.

Section 5.06 Inspection Rights. At any reasonable time and from time to time the City shall permit the Bank or any agents or representatives thereof to examine and make copies of the records and books of account related to the Revenues and the transactions contemplated by this Agreement, the Note and the other Related Documents, to visit the City’s properties and to discuss its affairs, finances and accounts with any of its officers and independent accountants.

Section 5.07 Use of Proceeds. The City shall use the proceeds of each Note Portion solely for the cash flow needs of the City for Fiscal Year 2024-25. Without limiting the preceding sentence, the City agrees that no part of the proceeds of any Note Portion will be used by the City to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock.

Section 5.08 Existence. The City shall maintain its legal existence and shall not merge or consolidate with or into any other Person.

Section 5.09 Indebtedness and Liens. The City shall not create or suffer to exist any Indebtedness secured by a Lien upon, or with respect to, any of the Pledged Revenues, except as permitted pursuant to the Resolution.

Section 5.10 Assignments. The City shall not assign, transfer or otherwise convey any interest in the Pledged Revenues without the prior written consent of the Bank.

Section 5.11 Sanctions Concerns and Anti-Corruption Laws. (a) Sanctions Concerns. Neither the City, nor, to the knowledge of the City, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list Attachment 3

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19 enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.
(b) Anti-Corruption Laws. The City has conducted its business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

Section 5.12 Further Assurances. From time to time hereafter, the City will execute and deliver such additional instruments, certificates or documents, and will take all such actions as the Bank may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the Related Documents or for the purpose of more fully perfecting or renewing the Bank’s rights with respect to the Pledged Revenues.

Section 5.13 Certain Information. The City shall not include in any amendment or supplement to any offering or disclosure document with respect to any Indebtedness, whether offered publicly or private, any information concerning the Bank that is not supplied in writing, or otherwise consented to, by the Bank expressly for inclusion therein, other than the Bank’s name and a brief description of this Agreement, which may be included in such offering or other document without the Bank’s prior written consent.

Section 5.14 Accuracy of Information. The City agrees that it shall provide the Bank with true, correct and complete copies of the Section 5.05 Documents. The City also agrees that the information contained in the Section 5.05 Documents (excluding any budget materials or any projected Revenues included in the statement required by Section 5.05(d)) will be accurate as of the respective dates of such information. The ______________ agrees that, to his or her actual knowledge, without any investigation, the information contained in the Section 5.05 Documents (excluding any budget materials or any projected Revenues included in the statement required by Section 5.05(d)) will be complete in all material respects with respect to the Revenues.

Section 5.15 No Immunity. The City agrees that under California law and subject to Section 7.03(d) hereto it cannot assert sovereign immunity as a defense to the enforcement of its obligations under this Agreement or the Note.

Section 5.16 Deposit Relationship. The City agrees that no later than 90 days after the closing hereof, it shall establish a new operating account at the Bank, and that it shall transfer $2,000,000.00 to be held at the Bank; provided, further however, that no later than 180 days after the closing hereof, the City shall transfer an amount such that no less than an average of $4,500,000 in the aggregate shall be held at the Bank while any amounts are due and owing hereunder; provided, that the Bank provides an earnings credit rate for all analyzed accounts of 1.1% to offset monthly banking services fees as to be set forth in the applicable account control agreement sot be executed upon such transfer. If the City fails to comply with this Section 5.16, the sole remedy of the Bank shall be to charge the City a $25,000 fee.

Attachment 3

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20 ARTICLE VI
EVENTS OF DEFAULT; REMEDIES
Section 6.01 Events of Default. Each of the following events shall constitute an “Event of Default” hereunder:
(a) Payments. The City shall default in the payment when due of any principal of or interest on the Note, and, with respect to such interest, such default shall continue unremedied for five (5) or more days.
(b) Representations Untrue. Any representation, warranty, certification or statement made by the City in this Agreement or in the Resolution shall (in any such case) have been incorrect or untrue in any material respect when made or deemed to have been made. (c) Covenant Defaults.
(i) The City shall default in the due performance on or observance of any term, covenant or agreement contained in Sections 5.01, 5.03, 5.04, 5.08, 5.09, 5.10 and 5.15 of this Agreement.
(ii) The City shall default in the due performance on or observance of any term, covenant or agreement contained in Section 5.05 of this Agreement and such default, if capable of being remedied, shall remain unremedied for thirty (30) days after written notice thereof shall have been given to the City by the Bank.
(iii) The City shall default in the due performance or observance of any material term, covenant or agreement contained herein or incorporated herein (other than those described in Section 5.16 hereof or in other provisions of this Section 6.01) and such default, if capable of being remedied, shall remain unremedied for sixty (60) days after written notice thereof shall have been given to the City by the Bank.
(d) Reserved.
(e) Reserved.
(f) Invalidity; Repudiation.
(i) Any material provision of this Agreement, the Note, the Authorizing Law or the Resolution is declared to be null and void by a final non-appealable judgment of court of competent jurisdiction; or
(ii) The City, pursuant to official action on the part of its Board of Directors, shall deny that it has any or further liability or obligation under this Agreement, the Note, the Authorizing Law or the Resolution.
(g) Insolvency, Etc. The City shall become insolvent or admit in writing its inability to pay its debts as they mature or shall declare a moratorium on the payment of its debts or apply for, consent to or acquiesce in the appointment of a trustee, custodian, liquidator or Attachment 3

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21 receiver for itself or any substantial part of its property, or shall take any action to authorize or effect any of the foregoing; or in the absence of any such application, consent or acquiescence, a trustee, custodian, liquidator or receiver shall be appointed for it or for a substantial part of its property or revenues and shall not be discharged within a period of ninety (90) days; or the State or any other Governmental Authority having jurisdiction over the City imposes a debt moratorium, debt restructuring, or comparable restriction on repayment when due and payable of the principal of or interest on any debt by the City; or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding shall be instituted by or against the City (or any action shall be taken to authorize or effect the institution by it of any of the foregoing) and if instituted against it, shall be consented to or acquiesced in by it, or shall not be dismissed within a period of ninety (90) days. (h) Pledge, Etc. The pledge of the Pledged Revenues created by the Resolution shall fail to provide the Bank, as Note holder, with the security interest in the Pledged Revenues purported to be provided, or the Bank, as Note holder, shall cease to have a valid security interest in the Pledged Revenues.
(i) Resolution Default. The City shall default in the due performance or observance of any material term, covenant or agreement contained in the Resolution and the same shall not have been cured within any applicable cure period. (j) Certain Unsatisfied Judgments. A judgment or court order for the payment of money in excess of $1,000,000 shall be rendered against the City that is payable from the City’s General Fund, and such judgment or court order shall continue unsatisfied and in effect for a period of sixty (60) consecutive days without being vacated, discharged, satisfied, or stayed or bonded pending appeal.
(k) Cross-Default. The City default pursuant to the provisions of any other loan or debt agreement between it and the Bank.

Section 6.02 Remedies. If any Event of Default shall have occurred and be continuing, the interest on any Note Portion outstanding shall automatically accrue interest at the Default Rate, and the Bank may by Notice to the City take any or all of the following actions, without prejudice to the rights of the Bank to enforce its claims against the City (provided, that, if an Event of Default specified in Section 6.01(g) shall occur, the result which would occur upon the giving of Notice by the Bank to the City as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such Notice): (i) declare the Unutilized Commitment terminated, whereupon the Unutilized Commitment shall forthwith terminate immediately; (ii) declare the principal of and any accrued interest in respect of the Note and all other Obligations owing then Outstanding hereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the City; and/or (iii) exercise any other rights or remedies the Bank may have under the Resolution, at law or in equity.

Section 6.03 No Waiver; Cumulative Remedies. No failure or delay on the part of the Bank in exercising any right, power or privilege hereunder, under the Note or under any other Related Document and no course of dealing between the City and the Bank shall operate as a Attachment 3

4881-2220-3627.2
22 waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder, under the Note or under any other Related Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights, powers and remedies herein, under the Note or in any other Related Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Bank would otherwise have. No notice to or demand on the City in any case shall entitle the City to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Bank to any other or further action in any circumstances without notice or demand.

ARTICLE VII

MISCELLANEOUS
Section 7.01 Amendments. No provision of this Agreement may be amended, modified, changed, waived, discharged or terminated orally, unless by an instrument in writing signed by the parties hereto.

Section 7.02 Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the City and the Bank and their respective successors, endorsees and assigns, except that neither party hereto may assign or transfer their respective rights or obligations hereunder without the prior written consent of the other party except as provided in Section 2.14 hereof. The Bank may grant a participation to any financial institution in all or any part of, or any interest (undivided or divided) in, the Bank’s rights and benefits under this Agreement, the Note and the other Related Documents and, to the extent of that participation, such participant shall, except as set forth in the following clause (ii), have the same rights and benefits against the City hereunder and the Note as it would have had if such participant were a direct party hereto; provided that (i) no such participation shall affect the obligations of the Bank to purchase Note Portions as herein provided; (ii) the City shall be required to deal only with the Bank with respect to any matters under this Agreement and no such participant shall be entitled to enforce directly against the City any provision hereunder; (iii) no participant shall be entitled to recover amounts hereunder in excess of any amounts to which the Bank is entitled to recover hereunder; and (iv) such participant shall not be any Person registered as an investment company under the Investment Company Act of 1940, as amended.
(b) Notwithstanding the foregoing provisions of this Section 7.02(a), (i) the Bank may assign and pledge all or any portion of the amounts owing to it with respect to the Note to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; and (ii) any payment in respect of such assigned amounts owed with respect to the Note made by the City to the Bank in accordance with the terms thereof shall satisfy the City’s obligations thereunder in respect of such assigned obligation to the extent of such payment. No such assignment shall release the Bank from its obligations hereunder.

Section 7.03 Governing Law; Waiver of Jury Trial; Waiver of Special Damages; Sovereign Immunity.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to choice of law doctrine.

Attachment 3

4881-2220-3627.2
23 (b) The City, to the extent permitted by law, and the Bank (by its acceptance hereof) hereby voluntarily, knowingly, irrevocably and unconditionally waive any right to have a jury participate in resolving any dispute (whether based on contract, tort, or otherwise) between the City and the Bank arising out of or in any way related to this Agreement, the Note and the other related documents. This provision is a material inducement to the Bank to provide the financing evidenced by this Agreement. To the extent such waiver is not enforceable, the District hereby consents to the adjudication of any and all such matters pursuant to Judicial Reference as provided in Section 638 of the California Code of Civil Procedure, and the judicial referee shall be empowered to hear and determine any and all issues in such Reference whether fact or law. (c) The City waives, to the extent not prohibited by law, any right the undersigned may have to claim or recover from the Bank in any legal action or proceeding any special, exemplary, punitive or consequential damages.
(d) The Bank hereby recognizes that the procedural requirements applicable to commencing an action against the City differ from requirements applicable to nongovernmental entities.

Section 7.04 Severability. If any provision of this Agreement shall be held or deemed to be or shall in fact be illegal, inoperative or unenforceable by a court of competent jurisdiction the same shall not affect any other provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever.

Section 7.05 Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument.

Section 7.06 Expenses. The City shall pay the reasonable fees and costs of counsel for the Bank in an amount equal to $25,000; provided, however, that counsel for the Bank shall submit a W-9 and an invoice for payment at least five (5) Business Days prior to the Effective Date. The City shall also pay (a) all reasonable out-of-pocket expenses of the Bank, including reasonable fees and expenses of counsel retained by the Bank in connection with any waiver or consent hereunder or under any Related Documents or any amendment hereof or thereof, and (b) if any Default or Event of Default occurs, all out-of-pocket expenses incurred by the Bank, including the fees and disbursements of counsel and experts retained by the Bank in connection with such Default or Event of Default and collection and other enforcement proceedings resulting therefrom.

The City shall also pay the fees associated with the filing of reports with the California Debt and Investment Advisory Commission in connection with the Agreement and Note.

Section 7.07 Indemnification.
(a) To the extent permitted by law, the City agrees to indemnify and hold harmless the Bank and its officers, directors, employees and their agents (each, an “Indemnitee”) from and against any and all claims, damages, penalties, actions, losses, liabilities, judgments, suits and reasonable costs or expenses (including, without limitation, reasonable attorney’s fees and expenses) whatsoever which an Indemnitee may incur (or which may be claimed against an Indemnitee by any person or entity whatsoever) by reason of or in connection with any action, Attachment 3

4881-2220-3627.2
24 proceeding or investigation (whether or not the Bank is a party thereto) arising from the entering into and/or performance of this Agreement or any Related Document or the use of the proceeds of the Note or the consummation of any transactions contemplated herein or in any Related Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such action, proceeding or investigation (but excluding any such claims, damages, penalties, actions, losses, liabilities, judgments, suits and reasonable costs or expenses, to the extent incurred by reason of the negligence or willful misconduct of the Indemnitee).
(b) Promptly after receipt by an Indemnitee of notice of the commencement of any action, proceeding or investigation in respect of which indemnity or reimbursement may be sought as provided above (each, an “Indemnified Claim”), such Indemnitee will notify the City in writing of the receipt or commencement thereof, but the failure of an Indemnitee to notify the City with respect to a particular action, proceeding or investigation shall not relieve the City from any obligation or liability which it may have pursuant to this Section 7.07 with respect to such action, proceeding or investigation, or which it may have otherwise than pursuant to this Agreement with respect to any action, proceeding, or investigation.
(c) The City shall be entitled, at its own expense, to participate in and control the defense of any action, proceeding or investigation with counsel reasonably satisfactory to such Indemnitee. Notwithstanding the preceding sentence, an Indemnitee will be entitled to employ counsel separate from counsel for the City and from any other party in such action, proceeding or investigation and to participate in the action, proceeding, or investigation, and the City shall bear the fees and expenses of such separate counsel (and shall pay such fees and expenses as and when incurred), only if either (i) the Indemnitee shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or additional to those available to the City, or (ii) the City shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the City shall have notice of the institution of any such action, proceeding or investigation. Each Indemnitee shall cause its counsel to cooperate with the City in the defense of any action, proceeding or investigation to the extent consistent with its professional responsibilities. The City shall not be liable for the settlement by any Indemnitee of any action, proceeding or investigation effected without its consent, which consent will not be unreasonably or untimely withheld. The City shall not settle or compromise any action, proceeding or investigation, or permit a default or consent to the entry of any judgment with respect thereto, unless such settlement, compromise, default or consent includes, as an unconditional term thereof, the giving by the party other than the City thereto of an unconditional general release to all Indemnitees from all liability in respect of such action, proceeding, or investigation.
(d) To the extent permitted by law, the City agrees to indemnify and hold the Bank and its officers, directors, employees and their agents harmless (on a net after-tax basis) from any present or future claim or liability for stamp, transfer, documentary, excise or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with the execution, delivery and performance of, or any payment made under, this Agreement, the Note and the other Related Documents, or any amendment thereto.

Attachment 3

4881-2220-3627.2
25 Section 7.08 Term of the Agreement. The obligation of the Bank to purchase Note Portions under this Agreement shall terminate on the Commitment Termination Date. Except for the City’s obligations to indemnify the Bank and each Indemnitee, this Agreement shall terminate when all Obligations have been paid in full.

Section 7.09 Notice. Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the City or the Bank shall be deemed to have been sufficiently given or filed for all purposes, if any, when delivered by hand or three (3) Business Days after being sent by registered mail, return receipt requested, postage prepaid, and if given electronically shall be deemed given when transmitted (receipt electronically confirmed by the recipient thereof):

If to the City:

City of Ukiah California
[------]
Attention:

Phone:

E-mail:

If to the Bank:

Umpqua Bank
Phone:

Email:
or to such other address, telephone number or facsimile number as one party hereto shall notify the other party hereto.

Section 7.10 Holidays. Except as otherwise provided herein, whenever any payment or action to be made or taken hereunder shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action.

Section 7.11 Survival. All representations, warranties, covenants and agreements of the City contained in this Agreement as amended or supplemented from time to time or made in writing in connection herewith shall survive the execution and delivery hereof shall continue in full force and effect until payment in full of the Obligations, it being understood that the agreements of the City found in Sections 2.07, 2.08, 2.13 and 7.06 hereof shall survive the termination of this Agreement and payment in full of the Obligations.

Section 7.12 USA PATRIOT ACT NOTIFICATION. The following notification is provided to the City pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C.

Section 5318:

Attachment 3

4881-2220-3627.2
26 IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this means for the City: When the City opens an account, if the City is an individual the Bank will ask for the City’s name, taxpayer identification number, residential address, date of birth, and other information that will allow the Bank to identify the City, and if the City is not an individual the Bank will ask for the City’s name, taxpayer identification number, business address, and other information that will allow the Bank to identify the City. The Bank may also ask, if the City is an individual to see the City’s driver’s license or other identifying documents, and if the City is not an individual to see the City’s legal organizational documents or other identifying documents.

Section 7.13 No Advisory or Fiduciary Relationship. In connection with all aspects of the transactions contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any Related Document), the City acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the services regarding this Agreement provided by the Bank and any Affiliate thereof are arm’s-length commercial transactions between the City, on the one hand, and the Bank and its Affiliates, on the other hand, (ii) the City has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the City is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the Related Documents; (b) (i) the Bank and its Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the City, or any other Person and (ii) neither the Bank nor any of its Affiliates has any obligation to the City with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Related Documents; and (c) the Bank and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the City, and neither the Bank nor any of its Affiliates has any obligation to disclose any of such interests to the City. To the fullest extent permitted by law, the City, hereby waives and releases any claims that it may have against the Bank or any of its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

Section 7.14 No Liability. The City agrees that none of the bank, its officers, directors, employees and their agents shall have any liability or responsibility for the acts or omissions of the City in respect of its use of this agreement or any amounts made available by the bank hereunder. The Bank agrees that none of the City, its officers, Directors, employees and their agents shall have any liability or responsibility for the acts or omissions of the Bank in respect of the performance of the Bank’s obligations under this Agreement. (Signature pages follow)
Attachment 3

4881-2220-3627.2
S-1
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed and delivered this Agreement, effective as of the day and year first above written.

CITY OF UKIAH, CALIFORNIA
By: _____________________________________
Name:

Title:
-Signature PageNote Purchase Agreement
Attachment 3

4881-2220-3627.2
S-2
UMPQUA BANK, an Oregon state chartered bank
By: _____________________________________
Name: ____________________________________
Title: _____________________________________
-Signature PageNote Purchase Agreement
Attachment 3

4881-2220-3627.2
A-1

EXHIBIT A

FORM OF

PURCHASE NOTICE
[insert date]

UMQUA BANK,
Attention: [insert contact]
Ladies and Gentlemen:

The undersigned, City of Ukiah, California, California (the “City”), refers to the Note Purchase Agreement, dated as of _______, 2024 (as amended from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), between the undersigned and Umpqua Bank (the “Bank”), and hereby gives you notice, irrevocably, pursuant to Section 2.01(b) of the Agreement, that the undersigned hereby desires to sell to the Bank, and requests that the Bank purchase, the Note Portion described below:
(i) The Purchase Date is _________________;
(ii) The aggregate principal amount of the Note Portion to be purchased is _______; (iii) The wire instructions are as follows:

ABA# _________
Account # ___________
Account Name: City of Ukiah, California
Name and address of bank:
____________________________
____________________________
The City hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Purchase Date before and after giving effect to the purchase and sale of the Note Portion described in this Purchase Notice:
(A) The Unutilized Commitment has not expired or been terminated; (B) (i) No Default or Event of Default has occurred and is continuing, (ii) except as otherwise provided in clause (iii) hereinbelow, all representations and warranties contained in the Agreement and in the other Related Documents are true, correct and complete in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof except to the extent a representation or warranty relates specifically to an earlier date, in which case, such representation and warranty shall have been true and correct as of Attachment 3

4881-2220-3627.2
A-2
such earlier date, and (iii) (1) the City certifies as of the Purchase Date that a true, correct and complete copy of each of the Section 5.05 Documents provided on or prior to the Purchase Date has been furnished to the Bank; (2) the City certifies that the information contained in the Section 5.05 Documents (excluding any budget materials or any projected Revenues included in the statement required by Section 5.05(d)) provided on or prior to the Purchase Date was accurate as of the respective dates of such information; (3) an Authorized Representative represents as of the Purchase Date that to his or her actual knowledge, without any investigation, that the information contained in the Section 5.05 Documents (excluding any budget materials or any projected Revenues included in the statement required by Section 5.05(d)) is complete in all material respects with respect to the Revenues; and (4) the City hereby certifies that the amounts borrowed and to be borrowed hereunder, when added to the interest payable thereon, do not exceed eighty-five percent (85%) of the estimated amount of the estimated uncollected taxes, income, revenue, cash receipts and other moneys of the City anticipated to be received for or accrued to the General Fund during Fiscal Year 2024-25 that will be available for the payment of the interest on and the principal of the Note.

Very truly yours,

CITY OF UKIAH, CALIFORNIA
By: ______________________________________
Name: ____________________________________
Title: _____________________________________
Attachment 3

4881-2220-3627.3
B-1

EXHIBIT B

LIST OF INFORMATION PROVIDED BY THE CITY TO UMPQUA BANK PURSUANT TO SECTION 4.07

1. City’s ACFR for the Fiscal Year 2022-23.

2. City’s Budget for the Fiscal Year 2024-25.

Attachment 3

Agenda Item No: 14.b.

MEETING DATE/TIME: 10/16/2024

ITEM NO: 2024-681

AGENDA SUMMARY REPORT
SUBJECT: Receive Updates on City Council Committee and Ad Hoc Assignments, and, if Necessary, Consider Modifications to Assignments and/or the Creation/Elimination of Ad Hoc(s).

DEPARTMENT: City Clerk PREPARED BY: Kristine Lawler, City Clerk PRESENTER: Mayor Dueñas and Various Councilmembers
ATTACHMENTS:

1. 2024 City Council Special Assignments and Ad Hocs
Summary: City Council members will provide reports and updates on their committee and ad hoc assignments. If necessary, the Council may consider modifications.

Background: City Council members are assigned to a number of committees and ad hoc activities. These assignments are included as Attachment 1.

Discussion: Previously, the City Council discussed having more time allocated to reporting on committee and ad hoc activities. Often, the Council Reports section of the regular agenda is rushed due to impending business (i.e., public hearings), and not enough time is afforded for reports beyond community activities.

In an effort to foster regular updates on committee and ad hoc assignments, this item is being placed on the agenda to provide the City Council members an expanded opportunity to report on assignments and modify assignments as necessary.

Recommended Action: Receive report(s). The Council will consider modifications to committee and ad hoc assignments along with the creation/elimination ad hoc(s).

BUDGET AMENDMENT REQUIRED: No
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: N/A
DIVERSITY-EQUITY INITIATIVES (DEI): N/A
CLIMATE INITIATIVES (CI): N/A
GENERAL PLAN ELEMENTS (GP): N/A

2024 CITY COUNCIL SPECIAL ASSIGNMENT LIST

LOCAL / UKIAH VALLEY MTG DATE/TIME MEETING LOCATION MAILING ADDRESS/CONTACT COMMITTEE FUNCTION ASSIGNED TO PRINCIPAL STAFF SUPPORT City Broadband Project TBD TBD
Civic Center
300 Seminary Ave.

Ukiah, CA 95482
to evaluate the Request for Proposal (RFP) for the Internet Service Provider (ISP) for the California's Public Utilities Commission (CPUC) Last Mile Broadband
Orozco
Jim Robbins, Grants Manager, 463-6708;
[email protected]
Investment Oversight Committee Varies
Civic Center
300 Seminary Ave.

Ukiah, CA 95482
Civic Center
300 Seminary Ave.

Ukiah, CA 95482
Reviews City investments, policies, and strategies
Crane
Orozco - Alternate
Alan Carter, Treasurer
Dan Buffalo, Director of Finance; 463-6220
[email protected]
Disaster Council
Shall meet a minimum of
once a year at a time and
place designated upon
call of the chair
Place designated upon call of the chair or, if
she/he is unavailable or unable to call such
meeting, the first vice chair and then the City
Manager or her/his designee.

Office of Emergency Management
300 Seminary Ave.

Ukiah, CA 95482
467-5720 - Traci Boyl
Develop any necessary emergency and mutual aid plans, agreements, ordinances, resolutions, rules, and regulations.

Orozco
Duenas- Alternate
Traci Boyl, City Manager's Office Management
Analyst; 467-5720; [email protected]
Greater Ukiah Business & Tourism
Alliance (GUPTA)
4th Monday of month,
10 a.m.
200 S School St.

Ukiah, CA 95482
200 S School St.

Ukiah, CA 95482
Promotes tourism and works to strengthen and promote the historic downtown and businesses within the greater Ukiah area
Marianne Davison - Community
Services Department Staff
Duenas - Alternate
Shannon Riley, Deputy City Manager;
467-5793 [email protected]
Mendocino County Inland Water and
Power Commission (IWPC)
2nd Thursday of month,
6:00 p.m.

Civic Center
300 Seminary Avenue
conference room 5
IWPC Staff
P.O. Box 1247
Ukiah, CA 95482
391-7574 - Candace Horsley
Develops coordination for water resources and current water rights: Potter Valley project - Eel River Diversion
Rodin
Orozco - Alternate
Sean White, Director of Water Resources;
463-5712 [email protected]
North Coast Opportunities (NCO) 4th Wednesday of
month, 2 p.m. Alternating locations - Ukiah and Lakeport Governing Board Chair
North Coast Opportunities
413 North State Street
Ukiah, CA 95482
Assist low income and disadvantaged people to become self reliant Burgess Jake Burgess, Community Services Supervisor;
463-6201
[email protected]
Sun House Guild ex officio 2nd Tuesday of month,
4:30 p.m.

Sun House
431 S. Main St.

Ukiah, CA
431 S. Main Street
Ukiah, CA 95482
467-2836
Support and expand Grace Hudson Museum Duenas
Neil Davis - Alternate
David Burton, Museum Director; 467-2836
[email protected]
Ukiah Valley Basin Groundwater
Sustainability Agency (GSA)
2nd Thursday of month,
1:30 p.m.

Board of Supervisors Chambers; 501 Low
Gap Road
Ukiah, CA
County Executive Office
501 Low Gap Rd., Rm. 1010
Ukiah, CA 95482
463-4441
GSA serves as the Groundwater Sustainability Agency in the Ukiah Valley basin
Crane
Duenas- Alternate
Sean White, Director of Water Resources;
463-5712 [email protected]

MENDOCINO COUNTY MTG DATE/TIME MEETING LOCATION MAILING ADDRESS/CONTACT COMMITTEE FUNCTION ASSIGNED TO PRINCIPAL STAFF SUPPORT City Selection Committee Called as required by the
Clerk of the Board
BOS Conference Room
501 Low Gap Rd. Rm. 1090
Ukiah, CA
C/O: BOS
501 Low Gap Rd., Rm 1090
Ukiah, CA 95482
463-4441
Makes appointments to LAFCO and Airport Land Use Commission (Mayor - Primary; Vice Mayor - Alternate)
Mayor Duenas
Vice Mayor Crane - Alternate
Kristine Lawler, City Clerk; 463-6217
[email protected]
Economic Development & Financing
Corporation (EDFC)
2nd Thursday of month,
2:00 p.m.

Primarily 631 S. Orchard Street
(location varies)
Executive Director
631 South Orchard Avenue
Ukiah, CA 95482
467-5953
Multi-agency co-op for economic development and business loan program Riley (appointed 12/19/18)
Shannon Riley, Deputy City Manager;
467-5793 [email protected]
Library Advisory Board
3rd Wednesdays of
alternate months; 1:00
p.m.

Various Mendocino County Libraries Ukiah County Library 463-4491 Review library policy and activities Sher
Rodin - Alternate
Kristine Lawler, City Clerk; 463-6217;
[email protected]
Mendocino County 1st District Liaison Monthly; TBD
Civic Center Annex
conference room #5
411 West Clay St.

Ukiah, CA 95482
Civic Center
300 Seminary Ave.

Ukiah, CA 95482
To coordinate activities and policy development with the City's 1st District Supervisor
Rodin
Crane- Alternate
Sage Sangiacomo, City Manager;
463-6221; [email protected]
Mendocino County 2nd District Liaison 1st Wednesdays of month, 8:00 a.m.

Civic Center Annex
conference room #5
411 West Clay St.

Ukiah, CA 95482
Civic Center
300 Seminary Ave.

Ukiah, CA 95482
To coordinate activities and policy development with the County's 2nd District Supervisor
Rodin
Duenas - Alternate
Shannon Riley, Deputy City Manager;
467-5793 [email protected]
Mendocino Council of Governments
(MCOG)
1st Monday of month,
1:30 p.m.

Board of Supervisors Chambers
501 Low Gap Road
Ukiah, CA
Executive Director
367 N. State Street, Ste. 206
Ukiah, CA 95482
463-1859
Plan and allocate State funding, transportation, infrastructure and project County wide
Duenas
Sher - Alternate
Tim Eriksen, Public Works Director/City Engineer;
463-6280 [email protected]
Mendocino County Airport Land Use
Commission As needed
BOS Conference Room
501 Low Gap Rd., Rm. 1090,
Ukiah, CA
Mendocino County Executive Office
501 Low Gap Rd. Rm. 1010
Ukiah, CA 95482
To formulate a land use compatibility plan, provide for the orderly growth of the airport and the surrounding area, and safeguard the general welfare of the inhabitants within the vicinity
Liaisons: Owen/Schlatter
Greg Owen, Airport Manager; 467-2855;
[email protected]
Craig Schlatter, Director of Community
Development; 463-6219;
[email protected]
Mendocino County Local Area
Formation Commission (LAFCO)
1st Monday of month,
9:00 a.m. Board of Supervisors Chambers
Executive Director
200 S. School Street, Ste. 2
Ukiah, CA 95482
463-4470
Required by legislation - planning spheres of influence, annexation, service areas, and special districts
Rodin
Crane - Alternate for both city seat
members on Commission
Craig Schlatter, Director of Community
Development; 463-6219;
[email protected]
Updated: 6/6/2024
ATTACHMENT 1

2024 CITY COUNCIL SPECIAL ASSIGNMENT LIST

MENDOCINO COUNTY
Continued MTG DATE/TIME MEETING LOCATION MAILING ADDRESS/CONTACT COMMITTEE FUNCTION ASSIGNED TO PRINCIPAL STAFF SUPPORT Mendocino Solid Waste Management
Authority (MSWMA)
3rd Thursday of every
other month (varies),
10:00 a.m.

Willits Council Chambers
Solid Waste Director
3200 Taylor Drive
Ukiah, CA 95482
468-9710
County-wide Solid Waste JPA Crane
Sher - Alternate
Tim Eriksen, Public Works Director/City Engineer;
463-6280 [email protected]
Mendocino Transit Authority (MTA)
Board of Directors
Last Wednesday of
month, 1:30 p.m.

Alternating locations - Ukiah Conference
Center or Fort Bragg, or Point Arena
Executive Director
241 Plant Road
Ukiah, CA 95482
462-1422
County-wide bus transportation issues and funding Sher
Duenas - Alternate
Tim Eriksen, Public Works Director/City
Engineer; 463-6280 [email protected]
Mendocino Youth Project JPA Board of
Directors
3rd Wednesday of
month, 7:45 a.m. 776 S. State Street Conference Room
Mendocino Co. Youth Project
776 S. State Street, Ste. 107
Ukiah, CA 95482
707-463-4915
Targets all youth with a focus on drug and alcohol prevention, healthy alternatives and empowering youth to make healthy choices Cedric Crook, Police Chief
Duenas - Alternate
Cedric Crook, Police Chief; 463-6771;
[email protected]
Russian River Flood Control District
(RRFCD) Liaison
1st Monday of month,
5:30 p.m.
151 Laws Ave.,Suite D
Ukiah, CA
151 Laws Ave., Ukiah, CA 95482;
[email protected]; 462-5278
Proactively manage the water resources of the upper Russian River for the benefit of the people and environment of Mendocino County White/Orozco Sean White, Director of Water Resources;
463-5712 [email protected]
Ukiah Players Theater Board of
Directors
3rd Tuesday of month,
6:00 p.m
1041 Low Gap Rd
Ukiah, CA 95482
462-1210
1041 Low Gap Rd
Ukiah, CA 95482
462-1210
To oversee the activities, organization and purpose of the Ukiah Players Theater
Greg Owen, Airport Manager
(appointed 12/19/18)
Kristine Lawler, City Clerk; 463-6217
[email protected]
Ukiah Unified School District (UUSD)
Committee Quarterly 511 S. Orchard, Ste. D
Ukiah, CA 95482
511 S. Orchard
Ukiah, CA 95482
Information exchange with UUSD Board Chair, Mayor, Superintendent, and City Manager
Duenas
Rodin - Alternate
Sage Sangiacomo, City Manager
Cedric Crook, Police Chief
Sage Sangiacomo, City Manager; 463-6221
[email protected]

REGIONAL MTG DATE/TIME LOCATION MAILING ADDRESS/CONTACT COMMITTEE FUNCTION ASSIGNED TO PRINCIPAL STAFF SUPPORT Great Redwood Trail Agency Bi-monthly, 3rd
Thursdays, 10:30 a.m. Various Locations - announced
419 Talmage Road, Suite M
Ukiah, CA 95482
463-3280
Provides a unified and revitalized rail infrastructure meeting the freight and passenger needs of the region
Rodin
Duenas - Alternate
Neil Davis, Community Services Director
467-5764 [email protected]
League of California Cities Redwood
Empire Legislative Committee
Prior to Division
Meetings, meets 3x in
person and then via
conference call
Various locations that are announced
Redwood Empire League President;
Public Affairs Program Manager
(916) 658-8243
Elected city officials and professional city staff attend division meetings throughout the year to share what they are doing and advocate for their interests in Sacramento
Duenas
Orozco - Alternate
Sage Sangiacomo, City Manager; 463-6221
[email protected]
Russian River Watershed Association
(RRWA)
4th Thursday of month,
9:00 a.m. (only 5 times a
year)
Windsor Town Hall
Russian River Watershed Association
2235 Mercury Way, Suite 105
Santa Rose, CA 95407
[email protected]
707-508-3670 (message only)
Consider issues related to Russian river - plans projects and funding requests
Rodin
Sher - Alternate
Tim Eriksen, Public Works Director/City Engineer;
463-6280 [email protected]
Northern California Power Agency
(NCPA) - Commission
4th Thursday of month,
9:00 a.m. (see NCPA
calendar)
Roseville, CA
and other locations
651 Commerce Drive
Roseville, CA 95678
916-781-4202
Pool of State and local power utilities developing and operating power generation, providing scheduling and related energy services and providing regulatory and legislative support.

Crane - Commissioner
Sher - City Council Alternate
Sauers - Alternate and Commissioner in
absence of Commissioner Crane
Cindi Sauers - Electric Utility Director;
463-6286 [email protected]
Northern California Power Agency
(NCPA) – Lodi Energy Center (LEC)
Appointment
2nd Monday of month,
10:00 AM
Lodi, CA and other locations
651 Commerce Drive
Roseville, CA 95678
916-781-4299
Committee oversees the operation, maintenance and expenditures of the LEC 300 MW generating project.

Sauers – Project Participate
Appointee
Cindy Sauers, Electric Utility Director,
463-6286, [email protected]
Transmission Agency of Northern
California (TANC)
4th Wednesday of
month, 10 a.m. 35 Iron Point Circle Suite 225 Folsom, CA 35 Iron Point Cir #225
Folsom, CA 95630
916-852-1673; [email protected]
Provide electric transmission to its Member utilities through transmission line ownership or contract arrangements.

Crane
Sauers - Alternate
Cindi Sauers - Electric Utility Director;
463-6286 [email protected]

STANDING COMMITTEES MTG DATE/TIME LOCATION MAILING ADDRESS/CONTACT COMMITTEE FUNCTION ASSIGNED TO PRINCIPAL STAFF SUPPORT Diversity and Equity TBD Virtual Meeting Room
(link to be created)
Civic Center
300 Seminary Ave.

Ukiah, CA 95482
Improve diversity and equity in the City’s workforce and municipal services Orozco/Duenas Traci Boyl, City Manager's Office Management
Analyst; 467-5720; [email protected]
Fire Executive Committee
2nd Tue, every other
month beginning in
January; 5:00 p.m.

Ukiah Valley Conference Center,
200 S. School Street
Ukiah, CA
Civic Center
300 Seminary Ave.

Ukiah, CA 95482
[email protected]
Per the recently adopted agreement between the City of Ukiah and the Ukiah Valley Fire Protection District Orozco/Sher
Doug Hutchison, Fire Chief; 463-6263;
[email protected]
Countywide Oversight Board to the
RDA Successor Agencies
4th Thursday of January,
4:00 p.m.; meets annually
Ukiah Valley Conference Center,
200 S. School Street
Ukiah, CA
City of Ukiah
ATTN: City Clerk
300 Seminary Ave.

Ukiah, CA 95482
Oversee and direct the Successor Agencies of the former redevelopment agencies
Crane
Dan Buffalo, Director of Finance; 463-6220
[email protected]
Kristine Lawler, City Clerk; 463-6217,
[email protected]
Water Executive Committee
(Ukiah Valley Water Authority)
1st Tue of each month
at 6:00 p.m.

Ukiah Valley Conference Center,
200 S. School Street
Ukiah, CA
City of Ukiah
ATTN: Sean White
300 Seminary Ave.

Ukiah, CA 95482
Oversight of UVWA; set annual budget for the combined water system; Manage rates and collect levies; modify existing water rights for the provision of water service; mediation and dispute resolution; Crane/Orozco
Sean White, Director of Water Resources;
463-5712 [email protected]
Updated: 6/6/2024

COMMITTEE ASSIGNED TO PRINCIPAL STAFF SUPPORT
Electric Grid Operational Improvements Crane/Orozco Cindy Sauers, Electric Utility Director; 463-629586 [email protected]
Trench Cut Policy Development Crane Tim Eriksen, Public Works Director/City Engineer; 463- 6280 [email protected]
Advance Planning & Policy for Sphere of Influence
(SOI), Municipal Service Review (MSR), Annexation,
Tax Sharing, Detachment, and Out of Area Service
Agreements
Crane/Rodin
Craig Schlatter, Community Development Director
463-6219 [email protected]
UVSD/ City Relations
Ad hoc committee to address specific issues with the Ukiah Valley Sanitation District, including discussion of overall sewer system service delivery policies, operating policy revisions, potential revisions to the current Operating Agreement, and cost sharing
Crane/Orozco
Dan Buffalo, Director of Finance;
463-6220 [email protected]
Sean White, Water Resources Director
463-5712 [email protected]
Orr Street Bridge Corridor Rodin/Sher Tim Eriksen, Public Works Director/City Engineer; 463- 6280 [email protected]
Complete Streets Rodin/Crane
Tim Eriksen, Public Works Director/City Engineer; 463-
6280 [email protected]
Shannon Riley, Deputy City Manager
467-5793 [email protected]
Neil Davis, Community Services Director
467-5764 [email protected]
Special Districts (Water District Consolidation) Orozco/Crane Shannon Riley, Deputy City Manager 467-5793 [email protected]
Corp Yard Planning Crane/Orozco Jason Benson, Senior Civil Engineer 463-6284 [email protected]
Mendocino County Courthouse Project and Reuse Sher/Orozco Shannon Riley, Deputy City Manager 467-5793 [email protected]
Climate Action Plan
Will coordinate with the Community Development Director to identify and assign representation to each of the identified categories, and also coordinate with the Community
Development Director and the Climate Action Plan Working Group related to other outreach efforts during the development of the draft municipal Climate Action Plan related to the 2040 General Plan
Sher/Duenas
Craig Schlatter, Community Development Director
463-6219 [email protected]
City's 150-Year Anniversary Planning Orozco/Rodin Shannon Riley, Deputy City Manager 467-5793 [email protected]
Zoning Reform
(previously was the Community Development Fee Review
ad hoc)
function is to explore creation of a new ministerial zoning permit and identify additional zoning streamlining and reform efforts to provide better and more consistent development outcomes Crane/Orozco
Craig Schlatter, Community Development Director
463-6219 [email protected]
Community Health Needs Assessment (CHNA)
Steering Committee
assist in the creation of the 2025 CHNA Report for the
communities served by the three Adventist Health hospitals in Mendocino County. providing insight, identifying, gathering and analyzing the health needs of our community. Additionally Rodin/Sher
Jeremy Malin, NP
Director of Community Health Analytics
Adventist Health Howard Memorial
Adventist Health Ukiah Valley
Adventist Health Mendocino Coast
978-289-3330; [email protected]
Parks & Recreation Special District Exploration Rodin/Orozco Neil Davis, Community Services Director 467-5764 [email protected]
Downtown Zoning code Crane/Rodin Craig Schlatter, Community Development Director 463-6219 [email protected]
TOT 3% Tax Measure Material Development Rodin/Sher Shannon Riley, Deputy City Manager 467-5793 [email protected]
City Council Handbook Review and Update Sher Kristine Lawler, City Clerk 463-6217; [email protected]
2024 AD HOC COMMITTEES
Updated: 7/19/2024