Ukiah City Council
June 3, 2026

City Council
Regular Meeting
AGENDA
(to be held both at the physical and virtual locations below) Civic Center Council Chamber ♦ 300 Seminary Avenue ♦ Ukiah, CA 95482 To participate or view the virtual meeting, go to the following link: https://us06web.zoom.us/j/82177376290 Or you can call in using your telephone only:
• Call (toll free) 1-888-788-0099
• Enter the Access Code: 821 7737 6290
• To Raise Hand enter *9
• To Speak after being recognized: enter *6 to unmute yourself Alternatively, you may view the meeting (without participating) by clicking on the name of the meeting at www.cityofukiah.com/meetings.

June 3, 2026 - 5:15 PM

1. ROLL CALL

2. PLEDGE OF ALLEGIANCE

URGENCY ITEM

a. Consider Authorizing the City Manager to Negotiate and Execute Addendum No. 9 to the Ukiah Municipal Valley Course Lease Agreement with Tayman Park Golf Group, Inc.

Recommended Action: Authorize the City Manager to negotiate final terms and execute Addendum No. 9 to the Ukiah Valley Golf Course Lease Agreement with Tayman Park Golf Group, Inc. (TPGG).

Attachments:

1. TPGG DRAFT COU 1617-112-A9

3. AB 2449 NOTIFICATIONS AND CONSIDERATIONS

4. PROCLAMATIONS/INTRODUCTIONS/PRESENTATIONS

4.a. Acknowledgements:
• June as California Mountain Biking Month
• June as Immigrant Heritage Month

• June as Lesbian, Gay, Bisexual, Transgender, Queer, Intersex, Asexual, Two-Spirit, Plus (LGBTQIA2S+) Pride Month
Recommended Action: Recognize acknowledgements.

Attachments:

1. June 2026 Acknowledgements

4.b. Presentation on the Annual Ukiah Airport Day, June 6, 2026.

Recommended Action: Receive Presentation.

Attachments:

1. 2026 Airport Day Flyer

5. PETITIONS AND COMMUNICATIONS

6. APPROVAL OF MINUTES

6.a. Approval of the Minutes for the May 20, 2026, Regular Meeting.

Recommended Action: Approve the minutes for the May 20, 2026, Regular Meeting.

Attachments:

1. 2026-05-20 Draft Minutes

7. RIGHT TO APPEAL DECISION
Persons who are dissatisfied with a decision of the City Council may have the right to a review of that decision by a court. The City has adopted Section 1094.6 of the California Code of Civil Procedure, which generally limits to ninety days (90) the time within which the decision of the City Boards and Agencies may be judicially challenged.

8. CONSENT CALENDAR
The following items listed are considered routine and will be enacted by a single motion and roll call vote by the City Council.

Items may be removed from the Consent Calendar upon request of a Councilmember or a citizen in which event the item will be considered at the completion of all other items on the agenda. The motion by the City Council on the Consent Calendar will approve and make findings in accordance with Administrative Staff and/or Planning Commission recommendations.

8.a. Report to Council Regarding the 2026 Conflict of Interest Code Biennial Notice, and Direct the City Clerk to Amend the Conflict of Interest Code per Guidelines Provided by the Fair Political Practices Commission (FPPC), Conduct a 45-day Public Notice Period, and if Necessary, Schedule a Public Hearing to Consider Adoption of the Amended Conflict of Interest Code.

Recommended Action: Receive the 2026 Conflict of Interest Code Biennial Notice and direct City Clerk to amend the Conflict of Interest Code per the FPPC guidelines, seek review from the City Attorney, provide a 45-day public comment period for the suggested modifications, and if necessary, schedule a public hearing to consider adoption of the amended Conflict of Interest Code.

Attachments:

1. 2026 Local Agency Biennial Notice

8.b. Adoption of Resolution Calling for the Holding of a General Municipal Election to be Held on November 3, 2026, and to Consolidate and Request the County Elections Official to Conduct Said Election with the Statewide General Election.

Recommended Action: Adopt the resolution calling for the holding of a General Election November 3, 2026; to consolidate said Election with the Statewide General Election pursuant to Election Code §10403; and request the Board of Supervisors of the County of Mendocino to request the County Elections Official to Conduct the Municipal Election of the City of Ukiah on Tuesday, November 3, 2026, pursuant to Election Code §10002.

Attachments:

1. Resolution - Call for Election 2026

8.c. Consider Adoption of a Resolution Authorizing the Renewal of the City’s Tax and Revenue Anticipation Note (TRAN) Program for Fiscal Year 2026-27; and Authorize Staff to Negotiate and Execute Corresponding Agreements and Documents.

Recommended Action:

1. Adopt the Resolution authorizing the issuance and sale of the City of Ukiah FY 2026-27 Tax and Revenue Anticipation Note in an amount not to exceed $10,000,000, to be drawn upon if needed.

2. Approve the substantially final form of the Note Purchase Agreement.

3. Authorize the City Attorney to finalize the Note Purchase Agreement and related financing documents, subject to approval as to form.

4. Authorize the City Manager to execute the final financing documents on behalf of the City following completion of negotiations and final legal review.

5. Authorize the Finance Director and other authorized officers to take all additional actions necessary to implement and administer the financing program.

Attachments:

1. Redline - Ukiah 2026-27 TRAN Authorizing Resolution

2. Redline - Ukiah 2026-27 TRAN Note Purchase Agreement

8.d. Approval of Real Property Purchase Agreement and Lease between the City of Ukiah and the Willow County Water District for the Property Located at 151 Laws Avenue, APN 003-420-47; Authorization for the City Manager to Negotiate and Execute the Agreement and Any Related Documents Necessary to Implement the Transaction; and Approve Corresponding Budget Amendment.

Recommended Action: Approve the Real Property Purchase Agreement and Lease and Lease Pending Close of Escrow Agreement between the City of Ukiah and the Willow County Water District for the property located at 151 Laws Avenue, APN 003-420-47 in substantial form; direct the City Attorney to finalize the agreements; authorize the City Manager to negotiate and execute the agreements and any related documents necessary to implement the transaction; and approve the corresponding budget amendment.

Attachments:

1. Purchase Agreement with Lease Pending Close of Escrow (clean)

2. Lease Pending Close of EscrowClean

8.e. Approval of Budget Amendment for SHN Consulting Engineers & Geologists, Inc. for Compaction Testing in the Amount of $31,557.90.

Recommended Action: Approve budget amendment for SHN Consulting Engineers & Geologists, Inc. for compaction testing in the amount of $31,557.90.

Attachments:

1. SHN Invoices

9. AUDIENCE COMMENTS ON NON-AGENDA ITEMS
The City Council welcomes input from the audience. If there is a matter of business on the agenda that you are interested in, you may address the Council when this matter is considered. If you wish to speak on a matter that is not on this agenda that is within the subject matter jurisdiction of the City Council, you may do so at this time. In order for everyone to be heard, please limit your comments to three (3) minutes per person and not more than ten (10) minutes per subject. The Brown Act regulations do not allow action to be taken on audience comments in which the subject is not listed on the agenda.

10. COUNCIL REPORTS

11. CITY MANAGER/CITY CLERK REPORTS

12. PUBLIC HEARINGS (5:30 PM)

12.a. Conduct a Public Hearing to Receive Public Comment; Discuss Final Grantee Performance Under State Community Development Block Grant 22-CDBG-PL-20038; Adopt Resolution Confirming Project Closeout and Reimbursement of Grant Expenses from the California Department of Housing and Community Development; and Approve any Corresponding Budget Amendments Required as Part of the Grant Closeout Process.

Recommended Action: 1) Receive report from Staff on final performance related to State Community Development Block Grant 22-CDBG-PL-20038; 2) conduct a public hearing to receive public comment; 3) adopt a Resolution acknowledging accomplishments, confirming activity completion, and confirming approval of grant reimbursement funds from the State; and 4) approve any corresponding budget amendments required as part of the grant closeout process.

Attachments:

1. Resolution_2022-51

2. Standard-Agreement-22-CDBG-PL-20038

3. 2026-Housing-Conditions-Survey-Report_Adopted_5-20-2026

4. Closeout-Draft-Resolution

13. UNFINISHED BUSINESS

14. NEW BUSINESS

14.a. Presentation by PFM Asset Management LLC Regarding the City’s Investment Portfolio and Consideration of Revisions to the City’s Investment Policy.

Recommended Action: Receive the presentation from PFM Asset Management LLC regarding the City’s investment portfolio and adopt the revised Statement of Investment Policy.

Attachments:

1. Quarterly Investment Report - CITY OF UKIAH CALIFORNIA - 20260331_final

2. PFMAM Presentation to Ukiah_City_Council_June 2026

3. Ukiah_Investment Policy Approved 5-21-25_REVIEW 2026

4. Ukiah IP 2026 Review Memo_final

14.b. 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).

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

Attachments:

1. 2026 City Council Special Assignments & Ad Hocs

15. CLOSED SESSION - CLOSED SESSION MAY BE HELD AT ANY TIME DURING THE MEETING

15.a. Conference with Legal Counsel – Anticipated Litigation (Government Code Section 54956.9(d)(4))
Initiation of litigation (1 case)

15.b. Conference with Legal Counsel – Anticipated Litigation (Government Code Section 54956.9(d)(2))
Significant exposure to litigation (2 cases)

15.c. Conference with Legal Counsel – Existing Litigation (Government Code Section 54956.9(d)(1))
Name of case: Vichy Springs Resort v. City of Ukiah, Et Al; Case No. SCUK-CVPT-2018-70200

15.d. Conference with Legal Counsel – Existing Litigation (Government Code Section 54956.9(d)(1))
Name of case: Vichy Springs Resort, Inc v. City of Ukiah, et al.; Case No. 24-cv-07106-JSC

15.e. Conference with Real Property Negotiators
(Cal. Gov't Code Section 54956.8)
Property: APN Nos: 001-020-78-00, 001-030-01, 001-090-01 Negotiator: Maya Simerson, Senior Management Analyst, City Manager’s Office and Jake Burgess, Community Services Director
Negotiating Parties: Tayman Park Golf Group
Under Negotiation: Price & Terms of Agreement

15.f. Conference with Real Property Negotiators
(Cal. Gov't Code Section 54956.8)
Property: APN Nos: 170-030-05; 170-030-03; 170-010-05; 170-020-07; 170-020-11; 170-040- 03; 170-020-08
Negotiator: Sage Sangiacomo, City Manager
Negotiating Parties: Project Ovis LLC
Under Negotiation: Price & Terms of Payment

15.g. Conference with Real Property Negotiators
(Cal. Gov't Code Section 54956.8)
Property: APN Nos: 151 Laws Ave, Ukiah, CA, 95482; APN 003-420-47 Negotiators: Sage Sangiacomo, City Manager; Dan Buffalo, Finance Director; Jared Walker, Water Resources Director
Negotiating Parties: Willow County Water District Board, Ukiah City Council Under Negotiation: Property Acquisition, Price & Terms of Payment

15.h. Conference with Labor Negotiator (54957.6)
Agency Designated Representative: Sage Sangiacomo, City Manager Employee Organizations: All bargaining units
Unrepresented Employee: Police Chief and City Attorney

16. ADJOURNMENT
Please be advised that the City needs to be notified 72 hours in advance of a meeting if any specific accommodations or interpreter services are needed in order for you to attend. The City complies with ADA requirements and will attempt to reasonably accommodate individuals with disabilities upon request. Materials related to an item on this Agenda submitted to the City Council after distribution of the agenda packet are available for public inspection at the front counter at the Ukiah Civic Center, 300 Seminary Avenue, Ukiah, CA 95482, during normal business hours, Monday through Friday, 8:00 am to 5:00 pm. Any handouts or presentation materials from the public must be submitted to the clerk 48 hours in advance of the meeting; for handouts, please include 10 copies.

I hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the bulletin board at the main entrance of the City of Ukiah City Hall, located at 300 Seminary Avenue, Ukiah, California, not less than 72 hours prior to the meeting set forth on this agenda.

Araceli Sandoval, Deputy City Clerk
Dated: 5/29/26

Agenda Item No: a.

MEETING DATE/TIME: 6/3/2026

ITEM NO: 2026-1016

AGENDA SUMMARY REPORT
SUBJECT: Consider Authorizing the City Manager to Negotiate and Execute Addendum No. 9 to the Ukiah Municipal Valley Course Lease Agreement with Tayman Park Golf Group, Inc.

DEPARTMENT: City Manager /
Admin PREPARED BY: Maya Simerson, Senior Management Analyst, Jake Burgess, Community Services Director PRESENTER: Maya Simerson, Sr Management Analyst & Jake
Burgess, Community Services Director
ATTACHMENTS:

1. TPGG DRAFT COU 1617-112-A9
Summary: Council will consider authorizing the City Manager to negotiate and execute Addendum No. 9 to the Ukiah Municipal Golf Course Lease Agreement with Tayman Park Golf Group (TPGG), establishing water cost protections for TPGG, creating a funding mechanism for future water infrastructure improvements, and providing time to develop a long-term operating agreement that supports irrigation system modernization, sustainable water use, and repayment of City investments.

Background: The City of Ukiah owns the Ukiah Valley Golf Course (UVGC), which has been operated by Tayman Park Golf Group (TPGG) since 2006, and under the current lease agreement (Lease) since 2012.

Over the course of the Lease between the City and TPGG, several amendments and addenda have been approved to address operational and financial challenges, particularly those associated with increasing water costs and drought conditions. The Lease is currently set to expire on September 30, 2026.

The Golf Course remains an important recreational and economic asset for the community, as well as providing a green space and a fire buffer in the urban and Western Hills interface. The Golf Course faces a challenge in that its long-term viability is closely tied to the availability and affordability of irrigation water. The City's ongoing investments in recycled water infrastructure presents an opportunity to reduce water costs and improve sustainability at the Golf Course.

Neither the City nor the operator is interested in entering into a long-term agreement at this point in time. Staff has been working with TPGG to identify a transition strategy that maintains stable operations while recycled water infrastructure improvements are designed and implemented. The proposed Addendum No. 9 to the Lease, attached hereto as Attachment 1, is intended to bridge the gap between current operations and a future long-term operating agreement supported by a more sustainable irrigation system.

This item is time-sensitive because the current lease expires on September 30, 2026, and action is needed to ensure continuity of operations and safeguard this important community asset while long-term solutions are developed.

This Addendum, along with the continued partnership and support of the Ukiah Men’s and Women’s Golf Clubs, perpetuates the successful relationships that have been established to support the facility both now and into the future.

Discussion: The proposed Addendum No. 9 includes several key provisions designed to balance operational certainty for TPGG with the City's long-term infrastructure objectives.

Protection from Water Cost Volatility
The Addendum establishes a continued maximum annual City contribution of $180,000 toward water utility expenses. The Addendum also provides TPGG with a reduction in their CIP contributions, and the ability to use the reduced contribution in the amount of $25,000 towards water utility costs if needed, and if approved by the City.

Funding Mechanism for Future Water and Recycled Water Improvements The Addendum implements a Golf Course Support Fee (GCSF), directing revenues into a dedicated capital account for water-related improvements and expenses. These funds will accumulate over the term of the Addendum and can be used to support water utility costs, the second part of the two part recycled water connection improvements to the course, and potentially also support irrigation system improvement costs. The GCSF will be collected for each daily paid round of golf played and a percentage of the current rate for each annual pass sold, in the amount of $3.00 per round of golf purchased, or at a cost of an additional 7.5% of an annual membership.

All GCSF’s collected and shall be paid by TPGG into a new Capital Improvement Project, CIP Account #2, to be held at the Savings Bank of Mendocino County. Funds in this account are to be dedicated by TPGG for water-related expenses, including the cost of water utilities and improvements to the water distribution system.

Recycled Water Infrastructure Transition
The City will continue advancing the first part of the recycled water connection, which will connect recycled water to the Golf Course's primary irrigation distribution system. This primary location supplies water to about two-thirds of the Golf Course property. Revenue generated through the GCSF will assist in funding the second part of the connection that would expand recycled water use throughout the course.

The addendum aligns operational incentives with the City's broader recycled water objectives and helps reduce long-term reliance on potable water supplies.

Time to Develop a Long-Term Solution
The proposed extension term from October 1, 2026 through June 30, 2029 provides the City with approximately 33 months to evaluate recycled water performance, refine operational requirements, and negotiate a comprehensive long-term lease structure.

Staff anticipates that a future agreement will address:
• Long-term operational responsibilities;
• Irrigation system modernization and capital investment needs; • Sustainable funding mechanisms for infrastructure improvements; • Repayment of City investments associated with recycled water infrastructure; and • Long-term financial sustainability of golf course operations.

The proposed addendum is intended to serve as a transitional agreement while these issues are fully evaluated and negotiated.

The proposed Addendum continues the reduced lease payment structure that is currently in place with TPGG and a continued City contribution toward annual water utility costs. However, it also creates a dedicated funding source through the Golf Course Support Fee that can be accumulated and applied toward future water and recycled water infrastructure improvements.

Over time, successful implementation of recycled water improvements is expected to reduce irrigation costs, improve operational sustainability, and support future repayment of City investments through a long-term operating agreement.

After consultation with active stakeholders, and from experience managing this Lease, Staff recommends that the City Council authorize the City Manager to negotiate final terms and execute Addendum No. 9 with Tayman Park Golf Group, Inc. The proposed Addendum provides operational stability, protects the operator against water cost uncertainty, establishes a funding mechanism for future water and recycled water infrastructure improvements, and creates the necessary time and flexibility to develop a comprehensive longterm agreement that supports both sustainable golf course operations and the City's broader water management objectives.

Recommended Action: Authorize the City Manager to negotiate final terms and execute Addendum No. 9 to the Ukiah Valley Golf Course Lease Agreement with Tayman Park Golf Group, Inc. (TPGG).

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: Yes / No GRANT: Yes / No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: COU No. 1617-112-A9 COORDINATED WITH: Frank Johnson,Tayman Park Golf Group, Ukiah Men’s Golf Club, Sage Sangiacomo, City Manager and Darcy Vaughn, Assistant City Attorney
STRATEGIC PLAN (SP):SP 1C - Encourage and support an environmentally sustainable and resilient community by embracing new technology, setting policy, and evaluating critical infrastructure.SP 2B - Identify and/or develop funding for essential and vital infrastructure for the long-term.

GENERAL PLAN ELEMENTS (GP):GP-A4 - Public Facilities, Services, and Infrastructure Element

1 Attachment #1
COU No. 1617-112-A9
ADDENDUM NO. 9 TO THE UKIAH MUNICIPAL GOLF COURSE LEASE AGREEMENT;
This Agreement (“Addendum 9” or “Addendum”) entered in Ukiah, California on this _ day of ______________, 2026, but effective as of September 30, 2026 (“Effective Date”), is executed by and between the City of Ukiah (“Lessor” or “City”), a general law municipal corporation, and Tayman Park Golf Group, Inc. (“Lessee” or “TPGG”), a corporation in good standing under the laws of the State of California. Lessor and Lessee are sometimes hereinafter referred to collectively as the “Parties” and individually as “Party.” RECITALS:

1. On July 1, 2012, Lessor and Lessee entered into a Municipal Golf Course Lease Agreement (“Lease” or “Agreement”) for the golf course located at 599 Park Blvd, Ukiah, CA and further described in the Lease (“Leased Premises” or “UVGC”). The Lease has since been amended by Addendum 1, dated July 1, 2016, Addendum 2, dated July 1, 2017, Addendum 3, dated March 13, 2018, Addendum 4, dated October 17, 2018, Addendum 5, dated October 2, 2019, Addendum 6, dated April 1, 2020, Addendum 7, dated September 2, 2020, and Addendum 8, dated July 1, 2021. The Lease, as amended by the foregoing addenda, except as amended in this Addendum 9, shall remain in full force and effect.

2. At the inception of the Lease, the shareholders of Lessee, Tayman Park Golf Group, Inc., were James W. Stewart, who held a 95% interest, and Frank Johnson (“Johnson”), who held a 5% interest.

3. Paragraph 24 of the Lease provides that Lessee may not make a change in the majority ownership or control of Lessee without first procuring the written consent of Lessor at its sole discretion.

4. James W. Stewart, whose interest in Lessee was held by Mr. Stewart and his wife, Estherina Stewart, under their revocable trust (“the Trust”), has sold all of the Trust’s interest in Lessee to his co-shareholder, Johnson, effective as of December 31, 2022 (the “Change in Ownership”). Johnson has entered a loan agreement with the Trust (“Stock Purchase Loan”) under which he will pay the purchase price for the stock over a term of years.

AGREEMENT:

1. Extension of Term. The term of the Agreement is extended for an additional nine (9) months, from October 1, 2026 through June 30, 2027. If Phase 1 of the recycled water connected is completed, an automatic twenty-four (24) month extension (“Extension”) will initiate from July 1, 2027- June 30, 2029. During that Extension, TPGG may terminate the Agreement at their sole discretion after giving the City at least six (6) months’ written notice.

2 Attachment #1

2. Rent. The reduced rent of forty-thousand dollars ($40,000) per annum stays in effect for the duration of this Addendum.

3. Golf Course Support Fee. TPGG shall initiate the Golf Course Support Fee (GCSF), as approved in Addendum 3 to this Agreement, for each daily paid round of golf played and a percentage of the current rate for each annual pass sold, all due no later than fifteen (15) days after the end of the month during which the fees were collected and shall be paid into a new Capital Improvement Project, CIP Account #2, to be held at the Savings Bank of Mendocino County.

Funds in this account are to be dedicated for water-related expenses, including the cost of water utilities and improvements to the water distribution system. The amount of these fees is amended from Addendum 3 to be $3 per round, including annual membership rounds, and 7.5% of standard current amount charged for each annual pass sold after the effective date of this Addendum. The City reserves the right to increase this GCSF at its sole discretion during the term of this Addendum. The GCSF may be increased in one dollar ($1) increments on all paid daily play rounds, and/or in one (1%) percent or two (2%) percent increments on all fees for annual passes and other non-daily rates collected. Such percentage adjustments will be rounded to the nearest dollar. This Addendum 9 will serve as public notice of such a fee increase.

4. Recycled Water Connection. City will provide funding for and will facilitate the connection of a recycled water distribution line to the portion of UVGC irrigation system distribution station located in the main pumphouse, as Phase 1 of the recycled water connection. Funding and implementation of Phase 2 of the connection of the UVGG irrigation system to recycled water will be accomplished through GCSF revenue.

5.Utility Expenses. City will pay up to $180,000 of water utility expenses for the term of this Addendum. TPGG will be responsible for any water utility expenses above that amount. However, with approval from the City, TPGG may use the Capital Improvement Project (CIP) Account #1 and/or any amount accumulated in CIP Account #2 funds towards water utility costs that accrue over the base amount of $180,000 each year. After water utility costs are met, any remaining allocated funds from the City are to be dedicated to the Phase 2 recycled water connection and any unused funds from either CIP fund are to be used per their respective purposes.

6. TPGG CIP. The TPGG CIP will be reduced to a flat $25,000 per year for the remainder of this Term and Extension, and, on City approval, may be used towards water utility expenses should the amount the City has provided, and the amount of the reserves in the CIP#2 account, have already been exhausted.

7. Recycled Water Phase 1 & 2 Connection. Should the City complete both phases of the recycled water connection, connecting the full course to recycled water, during the term of this addendum either party can initiate the negotiation of new contract terms.

8. Rounds Reports and Golf Support Fee Payments. TPGG will prepare and transmit to the City a monthly “rounds report” to include the date range, number of rounds, each category of fee collected for the round, and total fees in each category of fee for the month. A second monthly report for annual memberships sold must also be included with the number of memberships sold list by category. The monthly rounds reports must be received in the formats shown in Attachment

3 Attachment #1
1 to this Addendum, or their equivalent. Each monthly rounds report must be delivered to the City no later than fifteen (15) days after the end of the month when the fees were collected. a. TPGG will prepare a summary of fees collected and pay the portion constituting the GCSF to the CIP Account #2. The GCSF Summary Sheet, in the format as shown in Attachment 2 to this Addendum, shall accompany the rounds reports and reconcile the rounds report and annual membership reports to the amount contributed to the CIP#2 fund. b. The total of GCSF paid monthly will be added to the monthly Revenue Report provided to the City by TPGG’s accounting department.

TPGG is responsible for providing the City a copy of the monthly bank statement for the CIP#2 account.
c. City staff, or its designee, may initiate an audit of the rounds report at any time. TPGG will cooperate with such rounds report audit by providing access to any documentation or information reasonably requested for use in conducting the audit. d. If TPGG fails to deliver a monthly rounds report or fails to make a monthly GCSF payment within fifteen (15) days after the end of the month covered by the report, TPGG will be considered in breach of the Agreement. For the purposes of this section, if such breach is not cured within thirty (30) days of month end, then the City may, at its sole discretion, terminate this Agreement and/or pursue all other legal and equitable remedies.

9. TPGG Required Improvements to Cart Paths from Addendum 3. Section 10B of Addendum 3 is deleted in its entirety as the condition precedent did not occur.

10. Conditions for Consent to Change in Controlling Ownership of Lessee. a. As a condition of Lessor’s prior written approval of any future loan that is secured by personal property, including trade fixtures, located or installed on the Leased Premises, Lessee shall provide Lessor with security approved by Lessor.
b. Subject to the terms and conditions described in Section 9.a of this Addendum, Lessor hereby confirms its consent to this Change in Ownership of Lessee, reserving all rights under the Lease which require the consent of Lessor to any further change in ownership of Lessee. c. Subject to this consent, Lessee and Lessor hereby agree that the Lease remains in full force and effect between the Parties in accordance with its terms.

THEREFORE, this Addendum 9 to the Ukiah Municipal Golf Course Lease is made and entered on the Effective Date.

4 Attachment #1

CITY OF UKIAH TAYMAN PARK GOLF GROUP,
INC.
__________________________ ______________________________ Sage Sangiacomo, City Manager Frank R. Johnson, President _ ATTEST:

Kristine Lawler, City Clerk Approved as to form: Approved as to form:
______________________
David J. Rapport, City Attorney Mark L. Gladden Esq.

Agenda Item No: 4.a.

MEETING DATE/TIME: 6/3/2026

ITEM NO: 2026-966

AGENDA SUMMARY REPORT
SUBJECT: Acknowledgements:
• June as California Mountain Biking Month
• June as Immigrant Heritage Month
• June as Lesbian, Gay, Bisexual, Transgender, Queer, Intersex, Asexual, Two-Spirit, Plus (LGBTQIA2S+) Pride Month
DEPARTMENT: City Clerk PREPARED BY: Araceli Sandoval, Deputy City Clerk PRESENTER: Mayor Sher
ATTACHMENTS:

1. June 2026 Acknowledgements
Summary: City Council will recognize several important people, causes, and community observances through acknowledgements.

Background: While the City reserves formal proclamations for unique milestones and extraordinary achievements, acknowledgements allow the City to consistently recognize the many organizations, professions, cultures, and causes that strengthen the Ukiah community throughout the year.

Discussion: For the month of June 2026, the City of Ukiah recognizes (Attachment 1):
• June as California Mountain Biking Month, celebrating the recreational, health, environmental, and economic benefits of mountain biking and acknowledging the contributions of local riders and organizations in promoting trail stewardship, outdoor recreation, and tourism throughout the community.
• June as Immigrant Heritage Month, celebrating the cultural, civic, and economic contributions of immigrants and recognizing the important role immigrant communities play in strengthening the diversity, prosperity, and shared values of our community. • June as Lesbian, Gay, Bisexual, Transgender, Queer, Intersex, Asexual, Two-Spirit, Plus (LGBTQIA2S+) Pride Month, celebrating the diversity, resilience, and contributions of the LGBTQIA2S+ community, affirming the City’s commitment to equity and inclusion, and recognizing the 2026 theme, “We All Belong,” which emphasizes unity, visibility, and belonging for all.

The City of Ukiah extends its appreciation to all individuals contributing to these efforts and recognizes the many dedicated professionals whose behind-the-scenes work, commitment, and expertise strengthen and serve the community.

Recommended Action: Recognize acknowledgements.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A

PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: N/A GRANT: N/A
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Diversity and Equity Standing Committee STRATEGIC PLAN (SP): SP 3C - Instill diversity, equity, and inclusion as essential core elements of policymaking, accountability, and delivery of City services.

GENERAL PLAN ELEMENTS (GP): N/A

City Council Acknowledgements for June 3, 2026.

The City of Ukiah recognizes several important national and community observances that reflect the community’s values of inclusion, wellness, cultural diversity, and civic engagement.

The City acknowledges June as California Mountain Biking Month, celebrating the recreational, health, environmental, and economic benefits of mountain biking and acknowledging the contributions of local riders and organizations in promoting trail stewardship, outdoor recreation, and tourism throughout the community.

The City of Ukiah recognizes June as Immigrant Heritage Month, celebrating the cultural, civic, and economic contributions of immigrants and recognizing the important role immigrant communities play in strengthening the diversity, prosperity, and shared values of our community.

The City acknowledges June as Lesbian, Gay, Bisexual, Transgender, Queer, Intersex, Asexual, Two-Spirit, Plus (LGBTQIA2S+) Pride Month, celebrating the diversity, resilience, and contributions of the LGBTQIA2S+ community, affirming the City’s commitment to equity and inclusion, and recognizing the 2026 theme, “We All Belong,” which emphasizes unity, visibility, and belonging for all.

The City of Ukiah extends its appreciation to all individuals contributing to these efforts and remains committed to fostering a vibrant, inclusive, and engaged community.

Recognized by the City Council of the City of Ukiah
June 3, 2026
Attachment 1

Agenda Item No: 4.b.

MEETING DATE/TIME: 6/3/2026

ITEM NO: 2026-983

AGENDA SUMMARY REPORT
SUBJECT: Presentation on the Annual Ukiah Airport Day, June 6, 2026.

DEPARTMENT: Airport PREPARED BY: Greg Owen, Airport Manager PRESENTER: Greg Owen, Airport Manager
ATTACHMENTS:

1. 2026 Airport Day Flyer
Summary: Council will receive a presentation on the Ukiah Airport's annual Ukiah Airport Day, taking place on June 6, 2026.

Background: In 2008, the Ukiah Airport Staff and Airport tenants wanted to invite the citizens of Ukiah to come out and enjoy the Airport. The first Airport Day was held on June 20, 2009. The most recent Airport Day was June 7, 2025.

Discussion: The Ukiah Airport Day is a free event put on by Airport Staff and volunteers. The event allows everyone to come out and get an up-close look at the many different types of aircraft that use our Airport.

Attachment 1 is the Airport Day Flyer detailing the activities of the day.

Recommended Action: Receive Presentation.

BUDGET AMENDMENT REQUIRED:No
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.:N/A
COORDINATED WITH: N/A
STRATEGIC PLAN (SP): N/A
GENERAL PLAN ELEMENTS (GP): GP-A3 - Mobility Element (Airport Promotion).

Attachment 1

AGENDA ITEM 6a

CITY OF UKIAH

CITY COUNCIL MINUTES
Regular Meeting

CIVIC CENTER COUNCIL CHAMBERS
300 Seminary Avenue, Ukiah, CA 95482
Virtual Meeting Link: https://us06web.zoom.us/j/81998296451 May 20, 2026
5:15 p.m.

1. ROLL CALL
Ukiah City Council met at a Regular Meeting on May 20, 2026, having been legally noticed on May 15, 2026. The meeting was held in person and virtually at the following link:
https://us06web.zoom.us/j/81998296451. Mayor Sher called the meeting to order at 5:15 p.m. Roll was taken with the following Councilmembers Present: Douglas F. Crane, Mari Rodin, Heather Criss, Juan V. Orozco, and Susan Sher. Staff Present: Sage Sangiacomo, City Manager; Darcy Vaughn, Assistant City Attorney; and Araceli Sandoval, Deputy City Clerk.

MAYOR SHER PRESIDING.

2. PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Councilmember Criss.

3. AB 2449 NOTIFICATIONS AND CONSIDERATIONS
There were no AB 2449 notifications or considerations.

4. PROCLAMATIONS/INTRODUCTIONS/PRESENTATIONS
No proclamation, introduction, or presentation items were placed on the agenda.

5. PETITIONS AND COMMUNICATIONS
Deputy City Clerk, Araceli Sandoval, stated that no communications had been received.

6. APPROVAL OF MINUTES
a. Approval of the Minutes for the May 6, 2026, Regular Meeting. b. Approval of the Minutes for the May 12, 2026, Special Joint Meeting.

Motion/Second: Orozco/Criss to approve Regular meeting minutes of May 6, 2026, and the Special joint meeting minutes of May 12, 2026, as submitted. Motion carried by the following roll call votes:

AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None. ABSENT: None. ABSTAIN: None.

7. RIGHT TO APPEAL DECISION
Mayor Sher read the right to appeal.

8. CONSENT CALENDAR
a. Report of Disbursements for the Month of April 2026 – Finance. b. Approval of a Budget Amendment for the Server Room Project in the Amount of $487,633 – Police.

City Council Minutes for May 20, 2026, Continued:

c. Adoption of Resolution (2026-37) Making Appointments to the 2026 Measure P Oversight Committee – City Clerk.
d. Consideration of Approval of Contract Amendment (2425-199-A3) with Rincon Consultants, Inc. in the Amount of $86,600, Adding Additional Services for the Purpose of Providing California Environmental Quality Act (CEQA) Professional Consulting Services and Geographic Information System (GIS) Support Pertaining to the City's Reorganization – City Manager. e. Consider Adoption of Resolution (2026-38) Authorizing Submittal of a Program Income Only Application (2526-222ga) to the California Department of Housing and Community Development for Funding under the HOME Investment Partnerships Program; and if Selected, the Execution of a Standard Agreement (252-222gb), Any Amendments Thereto, and of Any Related Documents Necessary to Participate in the HOME Investment Partnerships Program, as well as Authorization of the Corresponding Budget Amendments – Community Development.
f. Annual Report on Mobilehome Park Rent Stabilization Program; Consideration to Authorize Use of Account Reserves for FY 25-26 Administrative Costs; Adoption of Resolution (2026-39) Updating Program Fees for FY 26-27; and Authorization to Waive Invoicing the Mobilehome Parks – City Clerk.

Motion/Second: Criss/Rodin to approve Consent Calendar Items 8a-8f, as submitted. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None.

ABSENT: None. ABSTAIN: None.

9. AUDIENCE COMMENTS ON NON-AGENDA ITEMS
No public comments were received.

10. COUNCIL REPORTS
Presenters: Councilmember Rodin and Mayor Sher.

11. CITY MANAGER/CITY CLERK REPORTS
No City Manager/City Clerk reports were received.

12. PUBLIC HEARINGS (5:30 PM)
a. Possible Adoption of an Urgency Ordinance Adopting Modifications to Ukiah City Code by Amending Chapter 2, Article 17, to Update Off-Street Parking Regulations.

Presenters: Jesse Davis, Chief Planning Manager and Craig Schlatter, Community Development Director.

PUBLIC HEARING OPENED AT 5:49 P.M.

No public comment was received.

PUBLIC HEARING CLOSED AT 5:49 P.M.

Motion/Second: Rodin/Criss to introduce and adopt an urgency ordinance by title only. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None.

ABSENT: None. ABSTAIN: None.

Deputy City Clerk, Araceli Sandoval, read the ordinance title into the record.

City Council Minutes for May 20, 2026, Continued:

Motion/Second: Rodin/Criss to introduce and adopt an urgency ordinance amending Ukiah City Code Chapter 2, Article 17, to update the City's off-street parking regulations. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None. ABSENT:

None. ABSTAIN: None.

ORDINANCE NO. 1268

URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF UKIAH AMENDING ARTICLE 17, CHAPTER 2, DIVISION 9 OF THE CITY CODE REGULATING OFF STREET PARKING AND LOADING IN THE CITY.

13. UNFINISHED BUSINESS
No proclamation, introduction, or presentation items were placed on the agenda.

14. NEW BUSINESS
a. Presentation and Direction to Staff Regarding the Ukiah Regional Airport Business Plan and One-Page Business Plan.

Presenter: Greg Owen, Airport Manager.

No public comment was received.

Motion/Second: Rodin/Criss to receive and file the Ukiah Regional Airport Business Plan and OnePage Business Plan; and to Staff to utilize the plans as guiding documents for airport development, grant applications, and budgeting. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None. ABSENT: None. ABSTAIN: None. b. Receive a Report on Current Efforts and Strategic Direction of the City of Ukiah's Geographic Information System (GIS) Services.

Presenters: Mariam Garcia, GIS Analyst, Jesse Davis, Chief Planning Manager, and Craig Schlatter, Community Development Director.

No public comment was received.

Motion/Second: Criss/Rodin to receive report on current efforts and strategic direction of the City of Ukiah’s Geographic Information System (GIS) services. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None. ABSENT: None. ABSTAIN:

None.
c. Receive and Accept the 2026 City of Ukiah Housing Conditions Survey, Funded by a State Community Development Block Grant Planning Grant, and Provide Additional Direction to Staff as Necessary.

Presenters: Jim Robbins, Housing and Grants Manager, Andrea Trincado, Project and Grant Administrator, and Craig Schlatter, Community Development Director.

No public comment was received.

Motion/Second: Criss/Orozco to receive and accept the completed 2026 Housing Conditions Survey, funded by a State Community Development Block Grant Planning Grant. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None. ABSENT:

None. ABSTAIN: None.

City Council Minutes for May 20, 2026, Continued:

d. Requesting Approval for the Acquisition of Real Property at 701 South Orchard Ave and Authorization for the City Manager to Negotiate and Execute a Purchase Agreement to Benefit the Electric Utility Department in the Amount of $329,000, Plus Closing Costs and Find the Project Categorically Exempt from the California Environmental Quality Act Pursuant to CEQA Guidelines § 15301 (Existing Facilities).

Presenters: Maya Simerson, Senior Management Analyst and Cindy Sauers, Electric Utility Director.

No public comment was received.

Motion/Second: Crane/Rodin to find that the acquisition of real property at 701 South Orchard Ave is categorically exempt from CEQA pursuant to Guidelines §15301(b), Class 1 (Existing Facilities).

Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES:

None. ABSENT: None. ABSTAIN: None.

Motion/Second: Crane/Rodin to approve the acquisition of real property at 701 South Orchard Ave and authorize the City Manager to negotiate and execute a Purchase Agreement (2526-220) with D&J Investments Inc. in the amount of $329,000, plus closing costs, and approve the corresponding budget amendment. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None. ABSENT: None. ABSTAIN: None. e. Presentation of the Fiscal Year 2026–27 Electric Utility Department Draft Budget and FiveYear Capital Improvement Plan.

Presenters: Cindy Sauers, Electric Utility Director and Olga Keough, Finance Controller No public comment was received.

Electric Utility – Cindy Sauers, Electric Utility Director Electric Distribution (7:06 p.m.)
Electric Technical Services (7:09 p.m.)
Electric Administration (7:17 p.m.)
Presentation was received.
f. 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).

Presenter: Mayor Sher and Vice Mayor Orozco.

THE CITY COUNCIL ADJOURNED TO CLOSED SESSION AT 7:35 P.M.

15. CLOSED SESSION
a. Conference with Legal Counsel – Anticipated Litigation (Government Code Section 54956.9(d)(4))
Initiation of litigation (1 case)
b. Conference with Legal Counsel – Anticipated Litigation (Government Code Section 54956.9(d)(2))
Significant exposure to litigation (2 cases)

City Council Minutes for May 20, 2026, Continued:

c. Conference with Legal Counsel – Existing Litigation
(Government Code Section 54956.9(d)(1))
Name of case: Nui Rising Moon Trust v. City of Ukiah, et al.; Case No. 3:25-cv-08320 d. Conference with Legal Counsel – Existing Litigation
(Government Code Section 54956.9(d)(1))
Name of case: Vichy Springs Resort v. City of Ukiah, Et Al; Case No. SCUK-CVPT-2018-70200 e. Conference with Legal Counsel – Existing Litigation
(Government Code Section 54956.9(d)(1))
Name of case: Vichy Springs Resort, Inc v. City of Ukiah, et al.; Case No. 24-cv-07106-JSC f. Conference with Real Property Negotiators
(Cal. Gov't Code Section 54956.8)
Property: APN Nos: 001-020-78-00, 001-030-01, 001-090-01 Negotiator: Maya Simerson, Senior Management Analyst, City Manager’s Office and Jake Burgess, Community Services Director
Negotiating Parties: Tayman Park Golf Group
Under Negotiation: Price & Terms of Agreement
g. Conference with Real Property Negotiators
(Cal. Gov't Code Section 54956.8)
Property: APN Nos: 170-030-05; 170-030-03; 170-010-05; 170-020-07; 170-020-11; 170-040-03; 170-020-08
Negotiator: Sage Sangiacomo, City Manager
Negotiating Parties: Project Ovis LLC
Under Negotiation: Price & Terms of Payment
h. Conference with Labor Negotiator (54957.6)
Agency Designated Representative: Sage Sangiacomo, City Manager Employee Organizations: All bargaining units
Unrepresented Employee: Police Chief and City Attorney
No action reported; direction provided to Staff.

16. ADJOURNMENT
There being no further business, the meeting adjourned at 9:15 p.m. ________________________________
Araceli Sandoval
Deputy City Clerk

Agenda Item No: 8.a.

MEETING DATE/TIME: 6/3/2026

ITEM NO: 2026-790

AGENDA SUMMARY REPORT
SUBJECT: Report to Council Regarding the 2026 Conflict of Interest Code Biennial Notice, and Direct the City Clerk to Amend the Conflict of Interest Code per Guidelines Provided by the Fair Political Practices Commission (FPPC), Conduct a 45-day Public Notice Period, and if Necessary, Schedule a Public Hearing to Consider Adoption of the Amended Conflict of Interest Code.

DEPARTMENT: City Clerk PREPARED BY: Kristine Lawler, City Clerk PRESENTER: Kristine Lawler, City Clerk
ATTACHMENTS:

1. 2026 Local Agency Biennial Notice
Summary: The City Council will receive the 2026 Conflict of Interest Code Biennial Notice, as directed by the Fair Political Practices Commission (FPPC), and consider directing the City Clerk to amend the Conflict of Interest Code per the FPPC guidelines, seek review from the City Attorney, open a 45-day public comment period, and if necessary, schedule a public hearing for consideration of adopting the amended Conflict of Interest Code.

Background: The Political Reform Act requires every local government agency to review its Conflict of Interest Code biennially. A Conflict of Interest Code tells public officials, governmental employees, and consultants what financial interests they must disclose on their Statement of Economic Interests (a.k.a. Form 700).

Discussion: The FPPC has prepared a 2026 Local Agency Biennial Notice form (Attachment 1) for local agencies to complete and submit to the code reviewing body, which in this case is the Ukiah City Council, by October 1, 2026. The FPPC directs that the first step in making any amendments is to get direction from the legislative body to the clerk to pursue making the amendments and initiating a 45-day notice.

Staff has determined that the following substantial amendments are necessary:
• Add new positions
• Revise/update the titles of existing positions
• Delete titles of positions that have been abolished and/or positions that no longer make or participate in making governmental decisions
The FPPC has provided guidelines to help determine what positions and interests are required on the Conflict of Interest Code, and which are not necessary. The City Clerk will work with Human Resources and use these guidelines to modify the existing list, then – per FPPC guidelines – provide a 45-day public comment period for the suggested amendments, and if requested by an employee or public member, schedule a public hearing and/or bring the amended Conflict of Interest Code to the Council for adoption.

The recommended action for this agenda item is to receive the 2026 Conflict of Interest Code Biennial Notice and direct City Clerk to:
• Amend the Conflict of Interest Code per the FPPC guidelines,

• Seek review from the City Attorney,
• Provide a 45-day public comment period for the suggested changes, and • If requested, schedule a public hearing and/or bring the amended Conflict of Interest Code to the Council for adoption.

Recommended Action: Receive the 2026 Conflict of Interest Code Biennial Notice and direct City Clerk to amend the Conflict of Interest Code per the FPPC guidelines, seek review from the City Attorney, provide a 45-day public comment period for the suggested modifications, and if necessary, schedule a public hearing to consider adoption of the amended Conflict of Interest Code.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: N/A
STRATEGIC PLAN (SP): N/A
GENERAL PLAN ELEMENTS (GP): N/A

www.fppc.ca.gov
FPPC Advice: [email protected] (866.275.3772)

2026 Local Agency Biennial Notice
Name of Agency:

Mailing Address:

Contact Person: Phone No.

Email: Alternate Email:

Accurate disclosure is essential to monitor whether officials have conflicts of interest and to help ensure public trust in government. The biennial review examines current programs to ensure that the agency’s code includes disclosure by those agency officials who make or participate in making governmental decisions.

This agency has reviewed its conflict of interest code and has determined that (check one BOX):

An amendment is required. The following amendments are necessary:
(Check all that apply.)
Include new positions
Revise disclosure categories
Revise the titles of existing positions
Delete titles of positions that have been abolished and/or positions that no longer make or participate in making governmental decisions
Other (describe)
The code is currently under review by the code reviewing body.

No amendment is required. (If your code is over five years old, amendments may be necessary.)
Verification (to be completed if no amendment is required) This agency’s code accurately designates all positions that make or participate in the making of governmental decisions. The disclosure assigned to those positions accurately requires that all investments, business positions, interests in real property, and sources of income that may foreseeably be affected materially by the decisions made by those holding designated positions are reported. The code includes all other provisions required by Government Code Section 87302.
__________________________________________ _________________________ Signature of Chief Executive Officer Date
All agencies must complete and return this notice regardless of how recently your code was approved or amended. Please return this notice no later than October 1, 2026, or by the date specified by your agency, if earlier, to:
(PLACE RETURN ADDRESS OF CODE REVIEWING BODY HERE)
PLEASE DO NOT RETURN THIS FORM TO THE FPPC.

Attachment 1

Agenda Item No: 8.b.

MEETING DATE/TIME: 6/3/2026

ITEM NO: 2026-791

AGENDA SUMMARY REPORT
SUBJECT: Adoption of Resolution Calling for the Holding of a General Municipal Election to be Held on November 3, 2026, and to Consolidate and Request the County Elections Official to Conduct Said Election with the Statewide General Election.

DEPARTMENT: City Clerk PREPARED BY: Kristine Lawler, City Clerk PRESENTER: Kristine Lawler, City Clerk
ATTACHMENTS:

1. Resolution - Call for Election 2026
Summary: The City Council will consider adopting a resolution that will call for an election to be held on November 3, 2026, for city council candidates, and to request the County Elections Official to conduct the municipal election in consolidation with the statewide general election.

Background: The City of Ukiah historically has consolidated its elections with Mendocino County. The estimated cost for providing these election services, based on the invoice received for the 2022 election, is $20,000, depending on how many cities consolidate with the County, and other variables that are unknown at this time. This cost will be budgeted accordingly in the Fiscal Year 2026-2027 Elections budget.

Discussion: In order to conduct an election on November 3, 2026, the City Council must adopt the resolution (Attachment 1) calling for the holding of a general municipal election November 3, 2026, pursuant to Elections Code §10403, and contracting with the County of Mendocino for election services pursuant to Elections Code §10002. The election is necessary to fill the vacancies created by the expiration of three Council terms: Mari Rodin, Juan V. Orozco, and Susan Sher.

Recommended Action: Adopt the resolution calling for the holding of a General Election November 3, 2026; to consolidate said Election with the Statewide General Election pursuant to Election Code §10403; and request the Board of Supervisors of the County of Mendocino to request the County Elections Official to Conduct the Municipal Election of the City of Ukiah on Tuesday, November 3, 2026, pursuant to Election Code §10002.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: FY 26-27 $20,000
FINANCING SOURCE: 10012500.52100 - City Clerk Contracted Services REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: N/A
STRATEGIC PLAN (SP): N/A
GENERAL PLAN ELEMENTS (GP): N/A

ATTACHMENT 1

RESOLUTION NO. 2026-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH, CALIFORNIA, CALLING FOR THE HOLDING OF A GENERAL MUNICIPAL ELECTION ON NOVEMBER 3, 2026, FOR THE ELECTION OF CITY COUNCIL CANDIDATES; TO CONSOLIDATE SAID ELECTION

WITH THE STATEWIDE GENERAL ELECTION HELD ON THE SAME DATE PURSUANT TO ELECTIONS CODE §10403; AND REQUESTING THE BOARD OF SUPERVISORS OF THE

COUNTY OF MENDOCINO TO REQUEST THE COUNTY ELECTIONS OFFICIAL TO

CONDUCT THE MUNICIPAL ELECTION OF THE CITY OF UKIAH ON TUESDAY, NOVEMBER 3, 2026, PURSUANT TO ELECTIONS CODE §10002.

WHEREAS,

1. The City Council of the City of Ukiah has determined to call a Municipal Election to be held on Tuesday, November 3, 2026, to fill three (3) City Council positions; and

2. Elections Code §10403 authorizes the City Council of the City of Ukiah (“City”) to request the Mendocino County Board of Supervisors to consolidate a municipal election with the statewide election scheduled for November 3, 2026; and

3. Elections Code §10002 authorizes the Elections Official of the County of Mendocino to render specified services relating to the conduct of an election to any city or district which has by resolution requested the Board of Supervisors to permit the County Elections Official to render the services, subject to requirements set forth in that section; and

4. Pursuant to Elections Code §10403(3), the City Council acknowledges that the consolidated election will be held and conducted in the manner prescribed in Elections Code §10418.

NOW, THEREFORE, BE IT RESOLVED that:

1. A municipal election shall be held on November 3, 2026, to fill three (3) City Council positions; and

2. Pursuant to the above cited provisions, the Board of Supervisors of the County of Mendocino is hereby requested to permit the County Elections Official to perform and render all services and proceedings incidental to and connected with the conduct of the November 3, 2026, Municipal Election of the City of Ukiah with the cooperation and assistance of the City Clerk of the City of Ukiah, such services to include, but not be limited to, the following:
a. Establish precinct boundaries to coincide with Statewide Election. b. Designate polling locations and appoint election officers. c. Notify election officers of their appointment and instruct inspectors concerning their duties. d. Appoint and pay election officers.
e. Arrange for the availability of polling locations, all supplies necessary for casting ballots, and setting up voting booths, if necessary.
f. Publish lists of precincts, election officers, dates and times polling locations will be open. g. Verify signatures appearing on candidates’ nomination papers; h. Provide sample ballots to each voter.
i. Receive absent voter applications, accept absent voter ballot returns, retain custody of absent voter ballot, and count absent voter ballots.

ATTACHMENT 1

j. Provide Certificate of County Elections Official as to result of the Canvass, for approval by the City Council.
k. Provide a detailed accounting of services rendered, including any hidden Excel formulas.

BE IT FURTHER RESOLVED, the City Clerk shall be responsible for:
a. Publication of Notice of Election.
b. Publication of Candidate Information as required by law. c. Distribution and receipt of nomination papers.
d. Receipt of Candidate Statements and printing deposits. e. Receive campaign statements and disclosure statements as required by law.

BE IT FURTHER RESOLVED, in consideration of the services rendered by the County Elections Official and described herein, the City of Ukiah agrees to pay the actual direct costs reasonably attributable to the City's Municipal Election, and a ten percent (10%) charge for associated overhead based upon a detailed invoice prepared by the County Elections Official and presented to the City for payment, and payment for services due shall be made after billing is submitted by the County of Mendocino.

THE FOREGOING RESOLUTION WAS ADOPTED at a regular meeting of the Ukiah City Council held on the 3rd day of June 2026, by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________________
Susan Sher, Mayor
ATTEST:
___________________________________
Araceli Sandoval, Deputy City Clerk

Agenda Item No: 8.c.

MEETING DATE/TIME: 6/3/2026

ITEM NO: 2026-968

AGENDA SUMMARY REPORT
SUBJECT: Consider Adoption of a Resolution Authorizing the Renewal of the City’s Tax and Revenue Anticipation Note (TRAN) Program for Fiscal Year 2026-27; and Authorize Staff to Negotiate and Execute Corresponding Agreements and Documents.

DEPARTMENT: Finance PREPARED BY: Dan Buffalo, Finance Director PRESENTER: Dan Buffalo, Finance Director
ATTACHMENTS:

1. Redline - Ukiah 2026-27 TRAN Authorizing Resolution

2. Redline - Ukiah 2026-27 TRAN Note Purchase Agreement Summary: Staff recommends renewal of the City’s Tax and Revenue Anticipation Note (TRAN) with Umpqua Bank for FY 2026-27 to ensure continued access to short-term capital in support of the City’s infrastructure program. Maintaining access to this revolving line of credit remains essential as the City undertakes multiple large-scale grant-funded projects. With continued uncertainty and delays in reimbursements from the State and other grantors, the TRAN provides a reliable and cost-effective financing mechanism to meet cash flow needs without depleting reserves.

Renewing the TRAN preserves the City’s flexibility to address timing mismatches between expenditures and revenue collection and is a prudent fiscal strategy that supports the uninterrupted progress of critical capital improvements.

Because certain terms of the financing documents continue to be negotiated between the City Attorney and counsel for Umpqua Bank, Staff further recommends that the City Council authorize the City Attorney to finalize the Note Purchase Agreement and related financing documents, subject to approval as to form, and authorize the City Manager to negotiate and execute the final agreements on behalf of the City.

Background: In October 2025, the City Council approved a resolution authorizing the issuance of a $10 million revolving line of credit with Umpqua Bank in the form of a Tax and Revenue Anticipation Note to be repaid from fiscal year 2025-26 revenues. If needed, the FY 2025-26 TRAN was available to provide critical short-term liquidity to bridge the gap between expenditures, particularly for large infrastructure projects such as Phase 4 of the Recycled Water System, and the receipt of revenues including grant reimbursements and property taxes.

The structure was designed to align with the City’s cash flow cycles, allowing the City to draw on funds as needed and repay within the same fiscal year. The agreement included a provision for renewal, contingent upon annual Council authorization.

During FY 2025-26, the City utilized the line of credit to assist with interim cash flow needs associated with major capital and grant-funded projects. The City drew approximately $4.5 million under the facility and subsequently repaid the outstanding balance in full during the fiscal year. Total interest incurred in connection with the borrowing was approximately $19,329. The financing facility successfully provided short-term liquidity support while allowing the City to avoid depleting reserves during periods of delayed reimbursement and uneven project cash flow timing.

The structure was designed to align with the City’s cash flow cycles, allowing the City to draw on funds as needed and repay within the same fiscal year. The agreement included a provision for renewal, contingent upon annual Council authorization.

The successful utilization and repayment of the FY 2025-26 TRAN demonstrated the effectiveness of the facility as an important financial management tool as the City advances multiple large-scale capital and infrastructure projects.

Discussion: Staff is proposing execution of a new FY 2026-27 Tax and Revenue Anticipation Note with Umpqua Bank, again structured to provide up to $10,000,000 in revolving financing at any given time, with the ability to reborrow amounts as long as the total outstanding balance does not exceed 85% of the City’s anticipated uncollected tax, income, and other revenues for FY 2026-27.

The facility will allow the City to cover expenditures for key projects and other grant-funded capital improvements, without depleting reserves.

Because certain provisions of the financing documents remain under review by the City Attorney and counsel for Umpqua Bank, Staff recommends that the City Council authorize the City Attorney to finalize the agreements and related financing documents, subject to approval as to form, and authorize the City Manager to execute the final documents once negotiations by the parties are complete. Should there be any material or significant changes to the final financing documents from the substantially final form presented to the City Council here, Staff will return to the City Council and provide an update after the documents have been executed.

Key elements of the financing structure include:
• Amount: Maximum $10,000,000 revolving facility, with reborrowing allowed under certain conditions, as authorized by the Resolution (Attachment 1) and the Note Purchase Agreement (Attachment 2). • Term: Maturity on June 30, 2027. The City retains the ability to renew the Note annually by adopting a new resolution and entering into a new Note Purchase Agreement each fiscal year, if necessary. • Interest Rate: Variable rate structure tied to the Federal Funds Rate plus 1.50%, subject to a minimum rate of 4.00% and a maximum rate of 10.00%, as further described in the Note Purchase Agreement. • Fees: Umpqua Bank has agreed to continue waiving the annual loan fee of $25,000 associated with the facility due to the City maintaining additional banking relationships and operating accounts with the Bank. In addition, Umpqua Bank will continue providing an Earnings Credit Rate (ECR) to offset monthly banking service fees.
• Repayment Source: General Fund revenues or revenues from the fund in which temporary cash flow is needed, supplemented by grant reimbursements.
• Payment Structure: Revolving loan with required monthly interest payments. Any outstanding principal balance shall be due no later than June 30, 2027. • Renewal Costs:
o There are no additional costs associated with the City’s financial advisor or the Bank. o Bank Counsel (Nixon Peabody) has indicated that legal document preparation costs associated with the renewal are expected to remain capped at approximately $12,500 annually. The Finance Director, after consultation with the City Attorney, has determined these costs to be reasonable given the due diligence and updated documentation required for annual renewals.

The flexible interest-only repayment structure ensures that the City incurs borrowing costs only when funds are actually drawn, providing a prudent and cost-effective approach to managing cash flow fluctuations.

Benefits of the Financing

• Liquidity for Critical Projects: The revolving note provides immediate access to up to $10 million, ensuring that the City can continue major infrastructure and grant-funded projects without interruption. • Prudent Cash Flow Management: The financing assists the City in addressing timing differences between expenditures and receipt of revenues such as grants, taxes, and reimbursements. • Cost-Effective Structure: The City incurs interest costs only on amounts actually borrowed. • Low Administrative Costs: Continued waiver of the annual loan fee and the Earnings Credit Rate structure provide additional financial benefits to the City. • Flexibility: The revolving nature of the facility and annual renewal structure provide ongoing flexibility as the City’s infrastructure and financing needs evolve.

Potential Risks
• Variable Interest Rate Exposure: Because the interest rate is tied to the Federal Funds Rate, future increases in rates could increase borrowing costs.
• Repayment Obligation: Any outstanding balance must be repaid no later than June 30, 2027. Delays in anticipated revenues or grant reimbursements could require temporary use of reserves or alternative financing.
• Dependence on Future Revenues: The financing structure assumes timely receipt of revenues and reimbursements.
• Impact on Future Borrowing Capacity: While the Note provides short-term liquidity, the City must continue to monitor its overall debt and borrowing profile.

This financing solution provides the City with an effective tool to address short-term liquidity needs while ensuring continuity of major infrastructure and capital projects. Staff will continue to actively monitor interest rates, grant reimbursement timing, and cash flow needs throughout the fiscal year.

Timing
Upon Council adoption of the proposed resolution, City Staff, the City Attorney, Bank Counsel, and Columbia Bank, as successor in name to Umpqua Bank, will finalize the Note Purchase Agreement and related financing documents in anticipation of closing the FY 2026-27 Notes in early July 2026 in order to maintain liquidity options for the upcoming fiscal year.

Note Purchase Agreement
To proceed with the issuance of the FY 2026-27 Notes, the City Council must adopt the proposed Resolution and approve the substantially final form of the Note Purchase Agreement. As referenced in the Resolution, Staff recommends that the City Council authorize the City Attorney to finalize the Note Purchase Agreement and related financing documents, subject to approval as to form, and authorize the City Manager to execute and deliver the final agreements and related documents on behalf of the City.

The Note Purchase Agreement is between the City and Columbia Bank, as successor in name to Umpqua Bank. The Agreement establishes the terms under which the Bank will provide the revolving financing, including the interest rate mechanism, repayment terms, representations and warranties of the parties, and conditions precedent to funding.

Financial Impact
A budget amendment may be required to reflect any interest expenditures incurred during FY 2026-27 if draws are made under the renewed Note. The borrowing and repayment of principal are considered balance sheet transactions and do not directly impact revenues or expenditures.

Alternatives
Do not renew the Note. This would eliminate an important liquidity management tool and may require the use

of reserves or alternative financing mechanisms if grant reimbursements or other anticipated revenues are delayed.

Recommended Action:

1. Adopt the Resolution authorizing the issuance and sale of the City of Ukiah FY 2026-27 Tax and Revenue Anticipation Note in an amount not to exceed $10,000,000, to be drawn upon if needed.

2. Approve the substantially final form of the Note Purchase Agreement.

3. Authorize the City Attorney to finalize the Note Purchase Agreement and related financing documents, subject to approval as to form.

4. Authorize the City Manager to execute the final financing documents on behalf of the City following completion of negotiations and final legal review.

5. Authorize the Finance Director and other authorized officers to take all additional actions necessary to implement and administer the financing program.

BUDGET AMENDMENT REQUIRED: No
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: David Rapport, City Attorney
STRATEGIC PLAN (SP): N/A
GENERAL PLAN ELEMENTS (GP): N/A

4896-3938-2681.24896-3938-2681.3
1 City of Ukiah
Issuance Resolution
2026-27 TRANs
NP DRAFT 45/2428
RESOLUTION NO. ______

A RESOLUTION OF THE COUNCIL OF THE CITY OF UKIAH

PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR
2026-27 AND THE ISSUANCE AND SALE OF THE CITY OF UKIAH
2026-27 TAX AND REVENUE ANTICIPATION NOTE AND

APPROVING THE EXECUTION OF A NOTE PURCHASE

AGREEMENT RELATING TO SUCH NOTE AND AUTHORIZING

OTHER ACTIONS IN CONNECTION THEREWITH
WHEREAS, pursuant to Sections 53850 to 53858, both inclusive, of the California Government Code, being Article 7.6, Chapter 4, Part 1, Division 2, Title 5 thereof (the “Law”), the City Council (the “Council”) of the City of Ukiah (the “City”) has found and determined that at least $10,000,000 is needed by the City in Fiscal Year 2026-27 to satisfy obligations of the City payable from the General Fund of the City (the “General Fund”) during Fiscal Year 2026-27 before the receipt of taxes, income, revenue, cash receipts and other moneys of the City to be received for or accrued to the General Fund during Fiscal Year 2026-27 will be available for such purpose, and that it is necessary that at least such sum be borrowed for such purpose by the issuance of a temporary note in anticipation of such receipt; and WHEREAS, the City intends to initially borrow up to $10,000,000 to be outstanding at any time for such purpose by the issuance and sale of its 2026-27 Tax and Revenue Anticipation Note (as defined more particularly in Section 3 hereof, the “Note”), which such principal may be repaid and reborrowed up to a principal amount that, when added to the interest payable thereon and to all previous principal amounts borrowed, in the aggregate, does 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 2026-27 that will be available for the payment of the interest on and the principal of the Note (such amount, the “Maximum Amount”); and WHEREAS, it appears, and the Council hereby finds and determines, that the total principal amount of the Note, when added to the interest payable thereon, will 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 2026-27 that will be available for the payment of the interest on and the principal of the Note; and
WHEREAS, no money has heretofore been borrowed by the City in anticipation of the receipt of, or payable or secured by, any taxes, income, revenue, cash receipts or other moneys of the City to be received for or accrued to the General Fund during Fiscal Year 2026-27; and WHEREAS, in compliance with Government Code Section 8855, the City has previously adopted a local debt policy and the Council hereby finds and determines that the Note will be issued in conformance with said policy; and
Attachment 1

4896-3938-2681.24896-3938-2681.3
2 City of Ukiah
Issuance Resolution
2026-27 TRANs
WHEREAS, the City wishes to authorize the issuance of the Note (to be issued in portions) to be purchased by Columbia Bank (as successor in name to Umpqua Bank and including its successor and assigns, the “Bank”) in an amount not to exceed the Maximum Amount from the City in accordance with a note purchase agreement by and between the City and the Bank, as originally executed and as they may be amended from time to time in accordance with its terms (the “Note Purchase Agreement”); and WHEREAS, pursuant to Government Code Section 5852.1, the Council has obtained from the Bank certain good faith estimates of (a) the true interest cost of the Note, (b) the finance charge of the Note, (c) the amount of proceeds received for the sale of the Note, less the finance charge and any reserves or capitalized interest paid or funded with the proceeds of the Note, and (d) the total payment amount calculated to the final maturity of the Note, and such estimates are disclosed and set forth in Exhibit C attached hereto; and WHEREAS, pursuant to the Law, certain taxes, income, revenue, cash receipts and other moneys of the City which will be received for or accrued to the General Fund during Fiscal Year 2026-27 can and will be pledged for the payment of the principal of and interest on the Note; and WHEREAS, pursuant to the Law and this Resolution, the City has pledged all Revenues (as such terms are defined in the Note Purchase Agreement) to the payment of the principal of and interest on the Note.

NOW THEREFORE, the City Council of the City of Ukiah does hereby resolve, find, and determine as follows:

Section 1. Recitals. All of the recitals hereinabove set forth are true and correct, and the Council so finds and determines and the Council further finds and determines that all acts, conditions and things required by law to exist, to have occurred and to have been performed precedent to the issuance and sale of the Note do exist, have occurred and have been performed in regular and due time, form and manner as required by law, and that the Council is empowered under the Law to issue and sell the Note as provided herein.

Section 2. Defined Terms. Unless otherwise defined herein, capitalized terms used in this Resolution shall have the meanings given such terms in the Note Purchase Agreement.

Section 3. Issuance of Note.
a. Solely for the purpose of anticipating taxes, income, revenue, cash receipts and other moneys of the City to be received for or accrued to the General Fund during Fiscal Year 2026-27, the City hereby determines at this time to and shall borrow up to the initial principal sum of $10,000,000 by the issuance of the Note under the Law, designated the “City of Ukiah 2026-27 Tax and Revenue Anticipation Note.”
b. The Note is subject to optional prepayment, without premium, prior to the maturity date thereof, in accordance with the terms of the Note Purchase Agreement; and each draw thereupon can be prepaid without premium or penalty. Amounts repaid under the Note may Attachment 1

4896-3938-2681.24896-3938-2681.3
3 City of Ukiah
Issuance Resolution
2026-27 TRANs
be reborrowed in an amount not to exceed $10,000,000 at any time; provided, however, that such additional principal amount, when added to the interest payable thereon and to all previous principal amounts borrowed under the Note, does not exceed the Maximum Amount. c. The Note shall be dated the date of issuance thereof and shall mature and be payable as provided in the Note Purchase Agreement. Interest on the Note shall be calculated upon the amount of principal outstanding for each Interest Period (as such term is defined in the Note Purchase Agreement), in no event to exceed ten percent (10%) per annum The principal amount of the Note (including the portions purchased by the Bank thereof) and the then applicable interest rate shall be noted by the Bank on the form of the Note in accordance with the Note Purchase Agreement and shall not exceed the Maximum Amount. d. The Note shall be issued in the name of the City and registered in the name of the Bank, as the registered owner thereof (together with any of the Bank’s successors or assigns as permitted in the Note Purchase Agreement, the “Owner”), and shall be evidenced by a single note. The Bank shall have the right to sell or transfer the Note or to otherwise directly or indirectly transfer or assign any interest in the Note only to the extent permitted in the Note Purchase Agreement. The City shall be entitled to treat the Bank as the “Owner” of the Note as indicated therein and as the absolute owners of the Note for all purposes under this Resolution and for purposes of payment of principal of and interest on such Note, notwithstanding any notice to the contrary received by the City.
e. The City Manager, the Director of Finance or their authorized designees (each an “Authorized Representative”), each acting alone, are hereby authorized and directed to provide any notices or other directions of the City to the Bank pursuant to the Note Purchase Agreement.
f. An Authorized Representative will maintain or cause to be maintained, at his or her office in Ukiah, California, sufficient books for the registration of the Note.

Section 4. Form of Note. The Note shall be issued without coupons and shall be substantially in the form thereof set forth in Exhibit A attached hereto and incorporated herein, together with such changes, additions, and deletions thereto as deemed necessary and as approved by an Authorized Representative before the execution, authentication and delivery of the Note.

Section 5. Execution of Note. Each Authorized Representative (including officials acting in this position on an interim basis) acting alone are authorized to execute the Note by their manual or facsimile signature, and the City Clerk (including officials acting in this position on an interim basis) is hereby authorized to countersign the Note by manual or facsimile signature. The Note shall not be valid, however, unless and until an Authorized Representative (including the person acting in such position on an interim basis) shall have manually authenticated such Note by executing the Certificate of Authentication printed thereon.

Section 6. Use of Proceeds of Note. The City shall, immediately upon receiving the proceeds of the sale of the Note or portions thereof, deposit in the General Fund all amounts Attachment 1

4896-3938-2681.24896-3938-2681.3
4 City of Ukiah
Issuance Resolution
2026-27 TRANs
representing the proceeds of the Note received from such sale, and such proceeds shall be used for the purpose specified in the Note Purchase Agreement or otherwise permitted by applicable law.

Section 7. Security for Note; Security Interest.
a. The City hereby pledges all Revenues (as that term is defined in the Note Purchase Agreement) excluding moneys which, when received by the City, will be encumbered for a special purpose (collectively, the “Pledged Revenues”) to the payment of the principal of and interest on the Note. The Note shall be equally and ratably secured by the Pledged Revenues.

This pledge is valid and binding in accordance with the terms of this 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 this Resolution irrespective of whether those parties have notice of the pledge and without the need for any physical delivery, recordation, filing, or further act.
b. Subject to written consent from the Bank, nothing in this Resolution shall prohibit the City from issuing additional tax and revenue anticipation notes payable from the Pledged Revenues or other available funds on a basis subordinate to the Note (“Subordinate Notes”); provided that with respect to any such Subordinate Notes, the City shall not, prior to the payment in full of the Note, (i) make any scheduled payments of principal of or interest on such Subordinate Notes prior to the payment of principal of or interest on the Note, (ii) make any prepayment thereof, or (iii) issue any such Subordinate Notes that have a maturity date earlier than the stated maturity date of the Note.

Section 8. Sale of Note. The Note Purchase Agreement, in the form thereof set forth in Exhibit B attached hereto and incorporated herein, is hereby approved, and the Authorized Representatives, or their designee, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Bank the Note Purchase Agreement in said form (which Note Purchase Agreement shall contain the maturity date and the interest rates and the prepayment provisions for the Note), with such changes as such Authorized Representative may require, deem necessary, or approve upon consultation with the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof; provided however, the maximum rate of interest on the Note shall not exceed 10.00%, for the utilized portion of the Note.

Section 9. Further Actions. Each Authorized Representative is hereby authorized and directed to execute and deliver the Note to the Bank in accordance with the Note Purchase Agreement, and the City Manager, the Director of Finance, and the City Clerk are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, including but not limited to an agreement relating to the breakage fee related to the Note, which they, or any of them, may deem necessary or advisable in order to consummate the Attachment 1

4896-3938-2681.24896-3938-2681.3
5 City of Ukiah
Issuance Resolution
2026-27 TRANs
lawful issuance and delivery of the Note in accordance with this Resolution, and all actions heretofore taken by such officers with respect to the sale and issuance of the Note are hereby approved, confirmed and ratified. Any authority delegated under this Resolution to a specified official (including officials acting in these positions on an interim basis) of the City may also be exercised by the specified official’s authorized designee.

Section 10. Resolution to Constitute Contract. It is hereby covenanted and warranted by the City that all representations and recitals contained in this Resolution are true and correct, and that the City, and its appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy and collection and deposit of the Revenues (as defined in the Note Purchase Agreement) pledged hereunder in accordance with the Law and with this Resolution and for carrying out the provisions of this Resolution. It is hereby further covenanted and warranted by the City that the provisions of the Note and of this Resolution shall constitute a contract between the City and the Owner, and such provisions shall be enforceable by mandamus or any other appropriate suit, action or proceeding at law or in equity in any court of competent jurisdiction; provided, that notwithstanding any other provision hereof to the contrary, upon the City’s failure to observe, or refusal to comply with, the covenants contained herein, no one other than the Owner or former Owner of the Note shall be entitled to exercise any right or remedy under this Resolution on the basis of the City’s failure to observe, or refusal to comply with, such covenants.

Section 11. Amendments. This Resolution may be amended by a supplemental resolution adopted by the Council with the written consent of the Owners of one hundred percent (100%) of the principal amount of the Note outstanding.

Section 12. Severability. If any one or more of the provisions of this Resolution shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the decision, finding, order or decree of which becomes final, none of the remaining provisions of this Resolution shall be affected thereby, and such provisions shall be valid and enforceable to the fullest extent permitted by applicable law.

Section 13. Effective Date. This Resolution shall take effect from and after its adoption.

Section 14. Certification. The City Clerk shall certify as to the adoption of this Resolution.

Attachment 1

4896-3938-2681.24896-3938-2681.3
6 City of Ukiah
Issuance Resolution
2026-27 TRANs
DISQUALIFIED:

NOES:
_______________
Mayor
ATTEST:

AYES:
_______________
City Clerk
ABSENT:

ADOPTED this 3rd day of June 2026, by the following vote:

Attachment 1

A-1

MATURITY DATE
As set forth in the Note
Purchase Agreement

INTEREST RATE
July 1, 2026 June 30, 2027

DATED DATE
REGISTERED OWNER: COLUMBIA BANK (including its successors and assigns) PRINCIPAL AMOUNT: UP TO $10,000,000 TO BE OUTSTANDING AT ANY

TIME AND NOT TO EXCEED THE MAXIMUM

AMOUNT (AS DEFINED HEREIN)
FOR VALUE RECEIVED, the City of Ukiah, California (“City”) acknowledges itself indebted to and promises to pay to the Registered Owner hereof (together with any of its successors and assigns as permitted under the Note Purchase Agreement (defined below), the “Bank”), at the office of the City, the principal sum stated above, in lawful money of the United States of America, on the dates and in the amounts, together with interest on the principal amount outstanding hereunder from time to time, calculated upon the amount of principal outstanding for each Interest Period (as such term is defined in the Note Purchase Agreement) at the rate or rates per annum set forth above and computed on the basis set forth in that certain Note Purchase Agreement (the “Note Purchase Agreement”) by and between the City and the Bank dated as of July 1, 2026 in like lawful money from the date hereof until payment in full of said principal sum. Interest hereon shall be payable to the Registered Owner at the address shown on the registration books of the City; provided that the address may be changed pursuant to the terms of the Note Purchase Agreement, and at such other times as may be required under the Note Purchase Agreement. The principal of and interest at maturity on this Note shall be payable only to the Registered Owner and in the manner provided in the Note Purchase Agreement. This Note is subject to a default rate upon the occurrence of an Event of Default, as

EXHIBIT A

FORM OF NOTE
R-__

ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. THIS NOTE IS NON-NEGOTIABLE AND

THE OWNER HEREOF HAS THE RIGHT TO SELL OR TRANSFER THE NOTE OR TO

OTHERWISE DIRECTLY OR INDIRECTLY TRANSFER OR ASSIGN ANY INTEREST IN

THE NOTE ONLY TO THE EXTENT PERMITTED BY THE NOTE PURCHASE AGREEMENT.

CITY OF UKIAH
2026-27 Tax and Revenue Anticipation Note
Attachment 1

provided in the Note Purchase Agreement. Upon payment in full of this Note, this Note shall be surrendered for cancellation.

It is hereby certified, recited and declared that this Note is entitled “City of Ukiah 2026-27 Tax and Revenue Anticipation Note” (the “Note”), and is authorized and issued under and pursuant to the authority of Article 7.6, Chapter 4, Part 1, Division 2, Title 5 of the Government Code of the State of California and in accordance with Resolution No. 2026-[__] adopted by the City Council of the City on June 3, 2026 (together with the Note Purchase Agreement appended thereto, the “Resolution”), and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Note have existed, happened and been performed in regular and due time, form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the City does not exceed any limit prescribed by the Constitution or laws of the State of California. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Resolution.

The Note is subject to optional and mandatory prepayment prior to the maturity date thereof, in accordance with the terms of the Note Purchase Agreement. Amounts repaid under this Note may be reborrowed in an amount not to exceed $10,000,000 at any time pursuant to the terms of the Note Purchase Agreement; provided, however, that such additional principal amount, when added to the interest payable thereon and to all previous principal amounts borrowed under the Note, does 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 2026-27 that will be available for the payment of the interest on and the principal of the Note (such amount, the “Maximum Amount”).

Pursuant to the Resolution, the City has pledged all Revenues to the payment of the principal of and interest on the Note. The Note shall be equally and ratably secured by the Pledged Revenues. The Note is a general obligation of the City and is payable from the Pledged Revenues and the income derived from the investment of moneys held in the accounts as provided in the Resolution. The principal of the Note and the interest thereon shall constitute a first lien and charge on such Pledged Revenues, and shall be payable therefrom, and to the extent not so paid from any other moneys of the City lawfully available therefor.

This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the [Director of Finance] [City Manager] of the City, or their designee.

A-2
City of Ukiah
Issuance Resolution
2026-27 TRANs
Attachment 1

A-3
City of Ukiah
Issuance Resolution
2026-27 TRANs
IN WITNESS WHEREOF, the City of Ukiah has caused this Note to be executed by the manual or facsimile signature of its [Director of Finance][City Manager] and countersigned by the manual or facsimile signature of the City Clerk, all as of the [first day of July 2026].

Countersigned:

By:

Its: City Clerk

CITY OF UKIAH
By:

CERTIFICATE OF AUTHENTICATION
This Note is the City of Ukiah, California 2026-27 Tax and Revenue Anticipation Note described in the within mentioned Resolution.

Date of Authentication: ____________, 2026
[Authorized Representative]
Its: [Director of Finance][City Manager]
Attachment 1

A-4
City of Ukiah
Issuance Resolution
2026-27 TRANs

INTEREST RATE

AMOUNT OF

PRINCIPAL

DATE PAID

DATE TO
WHICH

INTEREST
PAID

NOTATION

MADE BY
NOTE

PORTION
AMOUNT

TRANSACTION ON
2026-27 Tax and Revenue Anticipation Note

REMAINING

MAXIMUM
AMOUNT
Attachment 1

4896-3938-2681.24896-3938-2681.3
B-1

EXHIBIT B

FORM OF NOTE PURCHASE AGREEMENT
[TO BE ATTACHED]
Attachment 1

EXHIBIT C

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Note authorized by this Resolution. Such good faith estimates have been provided to the City by Columbia Bank.

Estimated Principal Amount. Columbia Bank has informed the City that, based on the City’s financing plan and current market conditions, the good faith estimate of the aggregate principal amount of the Note is $10,000,000 (the “Estimated Principal Amount”).

True Interest Cost. Columbia Bank has informed the City that the good faith estimate of the true interest cost of the Note, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Note, is [5.830]%.

Finance Charge. Columbia Bank has informed the City that the good faith estimate of the finance charge for the Note, which means the sum of all fees and charges paid to third parties for costs in connection with the issuance and sale of the Note (the “Finance Charge”), is $12,500.

The City has stated that all costs of issuance will be paid from funds on hand and not from proceeds of the Note.

Amount of Proceeds to be Received. Columbia Bank has informed the City that the good faith estimate of the amount of proceeds of the Note expected to be received by the City, less the Finance Charge, and any reserves or capitalized interest paid or funded with proceeds of the Note, is $[9,987,500].

Total Payment Amount. Columbia Bank has informed the City that the good faith estimate of the total payment amount, which means the sum total of all principal and interest payments made for the Note, plus the Finance Charge, not paid with proceeds of the financing, calculated to the final maturity of the Note, is $[10,583,000], assuming a $10,000,000 draw on the closing date.

The foregoing estimates constitute good faith estimates only. The estimates above may differ from the actual amounts due to (a) the actual dated date of the Note being different from the date assumed for purposes of such estimates, (b) the actual aggregate principal amount of the Note being different from the Estimated Principal Amount, (c) the actual interest rate on the Note, (d) the actual amortization of the debt service on the Note being different from the amortization assumed for purposes of such estimates, (e) other market conditions, or (f) alterations in the City’s financing plan, or a combination of such factors. The actual dated date of the Note and the actual aggregate principal amount of the Note will be determined by the City based on market conditions and other factors.

C-1
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Attachment 1

4914-7071-9641.24914-7071-9641.3
NP DRAFT 45/2428

NOTE PURCHASE AGREEMENT
by and between

CITY OF UKIAH, CALIFORNIA
and

COLUMBIA BANK
City of Ukiah, California
2026-27 Tax and Revenue Anticipation Note
Dated as of July 1, 2026
Attachment 2

Table of Contents
Page
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 6
Section 2.04 Note 7
Section 2.05 Interest 7
Section 2.06 Alternative Rates 7
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 14
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
i
Attachment 2

Table of Contents (continued)
Page
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 26
Section 7.13 No Advisory or Fiduciary Relationship 26
Section 7.14 No Liability 26
EXHIBIT A – FORM OF PURCHASE NOTICE A-1
EXHIBIT B – LIST OF INFORMATION PROVIDED BY THE CITY TO COLUMBIA BANK PURSUANT TO SECTION 4.07 B-1
ii
Attachment 2

4914-7071-9641.24914-7071-9641.3
This NOTE PURCHASE AGREEMENT, dated as of July 1, 2026, is entered into by and between the CITY OF UKIAH, CALIFORNIA, a general law municipal corporation existing under and by virtue of the laws of the State of California (the “City”), and COLUMBIA BANK, an Oregon corporation and state chartered bank authorized to conduct banking in the State of California (as successor in name to Umpqua Bank and 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 2026-27 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 by the City Manager 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.

Attachment 2

4914-7071-9641.24914-7071-9641.3
2 “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 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, 2026, 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 July 1, 2026.
“Event of Default” has the meaning assigned to that term in Section 6.01 hereof. “Excluded Taxes” means Taxes on the Bank’s overall net income, franchise Taxes, and branch profits Taxes, in each case imposed by the jurisdiction (or a political subdivision thereof) under the laws of which it is organized or in which an applicable office is located. “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 Attachment 2

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3 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. “Grant” means an award of funds to the City in furtherance of a public purpose, which is paid from monies deposited in the treasury of the City, and which is not required to be repaid except upon default by the City, including, but not limited to, amounts received in connection with the City’s Recycled Water Project, Phase IV.
“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.
“Indemnified Taxes” means Taxes imposed on or with respect to any payment made by or on account of any obligation of the Bank under any Related Document, other than Excluded Taxes and Other Taxes.

Attachment 2

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4 “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 $0 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 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, 2027, 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 2026-27 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.

Attachment 2

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5 “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.
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Related Document. “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 2.102.12 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. “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. 2026-[__] adopted by the City Council of the City on June 3, 2026, 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 2026-27. “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.

Attachment 2

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6 “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 2.132.14 hereof. “Unutilized Commitment” means, on the Effective Date, $10,000,000, and, thereafter at any time, means $10,000,000 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.

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 $0. The wiring instructions to the Bank for the purposes of wiring the proceeds of each Note portion to the City are to be set forth in each Purchase Notice (as defined below).
(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 Attachment 2

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7 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 2026-27 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.

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 2026-27 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, 2027; (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:

Attachment 2

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8 (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 three (3) 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.

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 Attachment 2

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9 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:
(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 Attachment 2

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10 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 (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.

Attachment 2

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11 (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 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.

Attachment 2

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12 (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 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.

Attachment 2

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13 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:
(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 SecretaryCity Clerk of the City Council;
(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 2026-27 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 2024-25 Fiscal Year; Attachment 2

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14 (vii) If the Fiscal Year 2026-27 budget is changed before the Effective Date, a synopsis of the meeting at which the City Council approved such changes to the annual budget for the City’s Fiscal Year 2026-27 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, 2025 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:
(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 Attachment 2

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15 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 2026-27 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.

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, Attachment 2

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16 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 as 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 2026-27 in the form considered by the Ukiah City Council at its meeting on June 3, 2026, 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 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.

Attachment 2

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17 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 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 Attachment 2

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18 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 knowingly 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) The Bank acknowledges receipt of a copy of the City’s annual budget for the City’s Fiscal Year 2026-27, as said budget was adopted by the City Council; (b) As soon as available, and in any event not later than nine months following the end of the City’s fiscal year (based on the City’s current fiscal year-end of June 30, the City’s ACFR for Fiscal Year ending June 30, 2025 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; (d) As soon as available and, in any event, within ten (10) Business Days after adoption by the City Council of any changes to the Fiscal Year 2026-27 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 known to the City which may result in a material adverse change in the City’s financial condition or operations; and Attachment 2

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19 (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 2026-27. 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; provided, however, this provision does not prevent the City from annexing all or any portion of another local government entity, participate in a Joint Powers Agreement under the California Joint Exercise of Powers Act (Cal. Gov. Code § 6500 et seq.).

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 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 Attachment 2

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20 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 privateprivately, 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 City’s Director of Finance 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 sotto 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.

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.

Attachment 2

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21 (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 City Council, 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 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 Attachment 2

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22 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 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.

Attachment 2

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23 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. (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 Attachment 2

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24 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 and the Bank mutually waive, to the extent not prohibited by law, any right they may have to claim or recover from the other party 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 non-governmental 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 $12,500; 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, and not the result of the express terms of this Agreement and the parties compliance with those terms, the City agrees to indemnify and hold harmless the Bank and its officers, directors, and 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, 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 Attachment 2

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25 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.

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 Attachment 2

4914-7071-9641.24914-7071-9641.3
26 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
300 Seminary Avenue
Ukiah, CA 95482
Attention: Daniel Buffalo
Phone: 707-463-6220
E-mail: [email protected]
If to the Bank:

Columbia Bank
2998 Douglas Blvd., Ste 145
Roseville, CA 95611
Attention: Anastasia Efstathiu
Phone: 916-774-3923
Email: [email protected]
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 2

4914-7071-9641.24914-7071-9641.3
27 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 2

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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: Daniel Buffalo
Title: Director of Finance
-Signature PageNote Purchase Agreement
Attachment 2

4914-7071-9641.24914-7071-9641.3
S-2
COLUMBIA BANK, an Oregon state chartered
bank
By:

Name: Anastasia Efstathiu
Title: VP, Relationship Manager
-Signature PageNote Purchase Agreement
Attachment 2

4914-7071-9641.24914-7071-9641.3
A-1

EXHIBIT A

FORM OF

PURCHASE NOTICE
[insert date]

COLUMBIA BANK,
Attention: Anastasia Efstathiu
Ladies and Gentlemen:

The undersigned, City of Ukiah, California, California (the “City”), refers to the Note Purchase Agreement, dated as of July 1, 2026 (as amended from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), between the undersigned and Columbia 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 Attachment 2

4914-7071-9641.24914-7071-9641.3
A-2
as of 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 2026-27 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 2

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B-1

EXHIBIT B

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

1. City’s ACFR for the Fiscal Year 2024-25.

2. City’s Budget for the Fiscal Year 2026-27.

Attachment 2

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Attachment 2

Agenda Item No: 8.d.

MEETING DATE/TIME: 6/3/2026

ITEM NO: 2026-969

AGENDA SUMMARY REPORT
SUBJECT: Approval of Real Property Purchase Agreement and Lease between the City of Ukiah and the Willow County Water District for the Property Located at 151 Laws Avenue, APN 003-420-47; Authorization for the City Manager to Negotiate and Execute the Agreement and Any Related Documents Necessary to Implement the Transaction; and Approve Corresponding Budget Amendment.

DEPARTMENT: Finance PREPARED BY: Dan Buffalo, Finance Director, Jared Walker, Water Resources Director/UVWA General Manager
PRESENTER: Dan Buffalo, Finance Director
ATTACHMENTS:

1. Purchase Agreement with Lease Pending Close of Escrow (clean)

2. Lease Pending Close of EscrowClean
Summary: City Council will consider approving the Real Property Purchase Agreement and Lease (Attachment 1) and the Lease Pending Close of Escrow Agreement (Attachment 2) between the City of Ukiah and the Willow County Water District for the property located at 151 Laws Avenue (APN 003-420-47) in substantial form; direct the City Attorney to finalize the agreements; authorize the City Manager to negotiate and execute the agreements and any related documents necessary to implement the transaction; and approve a corresponding budget amendment.

Background: The Willow County Water District currently owns the office building located at 151 Laws Avenue in Ukiah. The property has been identified as a suitable facility to support public operations, utility administration, and interagency coordination activities associated with the City of Ukiah and the Ukiah Valley Water Authority (UVWA).

The City and the District previously evaluated a lease-purchase installment financing structure under which the City would amortize the acquisition cost over a five-year term through lease payments with a bargain purchase option at the conclusion of the agreement. City Council approved such a financing structure. Following additional discussions, the District determined that it would prefer to proceed with a direct purchase and sale transaction rather than a long-term lease financing arrangement.

As a result, the parties negotiated a revised structure consisting of:
• A Real Property Purchase Agreement establishing the terms and conditions for the ultimate sale and transfer of the property to the City; and
• A temporary Lease Pending Close of Escrow agreement allowing the City to immediately occupy and utilize the property pending completion of escrow and final transfer of title.

Since assuming operational, managerial, and financial responsibilities from Willow County Water District in 2025, City staff has utilized the facility in support of those functions without a formal lease arrangement or rental payments. As the parties now move toward a formalized real property transaction and transfer of ownership, the interim lease arrangement is intended to establish formal occupancy rights, clarify operational responsibilities, and provide valuable consideration to the District during the escrow and transaction

completion period.

An independent appraisal prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) determined the fair market value of the property to be approximately $500,000. The proposed purchase price is based upon the appraised value.

Discussion: Revised Transaction Structure
The proposed transaction differs from the prior lease-purchase arrangement previously presented to Council.

Rather than financing the acquisition over a five-year lease amortization schedule, the revised structure contemplates a direct purchase transaction with interim occupancy through a short-term lease arrangement pending close of escrow.

Under the Real Property Purchase Agreement (Attachment 1), the City agrees to purchase the property for $500,000. The Purchase Agreement requires the City to open escrow within five days of the effective date and deposit $250,000 toward the purchase price. The remaining $250,000 balance would be paid at closing, anticipated to occur on or before December 1, 2026, subject to City Council appropriation of the remaining funds and satisfaction of escrow conditions.

The Purchase Agreement also establishes procedures relating to title review, inspections, escrow administration, closing costs, possession, and allocation of responsibilities between the parties. The Purchase Agreement further provides that the City may terminate the transaction during specified due diligence periods if title or inspection conditions are not acceptable.

Lease Pending Close of Escrow
Because the City intends to begin utilizing the facility prior to completion of escrow, the parties have also negotiated the Lease Pending Close of Escrow agreement (Attachment 2). This Lease Agreement allows the City to immediately occupy and utilize the property while escrow and final transaction activities are completed.

The Lease Agreement establishes a monthly lease payment of $4,257 during the interim occupancy period.

The City would be responsible for utilities, maintenance, repairs, insurance, and operational control of the property during the lease term.

The lease remains in effect until escrow closes under the Purchase Agreement. If escrow does not close by December 31, 2026, the lease terminates unless extended by mutual written agreement of the parties. The Lease Agreement also establishes a termination payment provision intended to compensate the District if the transaction fails to close after occupancy has occurred.

The Lease Agreement is necessary to provide the City with legal possession and operational authority over the property prior to transfer of title while protecting the interests of both parties during the interim period.

Operational Use of the Property
The property is anticipated to support utility administration and related governmental operations associated with the City’s utility and water service functions. The Lease Agreement provides the City with exclusive occupancy and operational control during the lease term and following acquisition.

The ability to immediately occupy the property allows the City and UVWA to begin operational planning and utilization of the facility without delaying activities until the final close of escrow.

California Surplus Land Act Considerations
Because the transaction involves disposition of publicly owned property between public agencies, the Willow County Water District was required to evaluate the transaction under the California Surplus Land Act (Government Code §§54220–54234).

Staff has been advised that the Willow County Water District has completed the applicable Surplus Land Act review and associated procedural requirements related to the proposed transaction, including any required

determinations, notices, and filings associated with the disposition of the property.

Financial Considerations
The total purchase price for the property is $500,000.

The City is anticipated to deposit the first $250,000 installment into escrow prior to June 30, 2026, with the remaining $250,000 balance to be appropriated and paid at closing. Pending close of escrow, monthly lease payments of $4,257 would be made under the interim Lease Agreement.

A budget amendment is necessary to appropriate the initial installment funding within Fund 205 for the current fiscal year. The second installment and subsequent internal borrowing and repayment plan will be budgeted in fiscal year 2026-27.

The acquisition is anticipated to be financed through a combination of available reserves and internal borrowing, and paid out of fund 205, the City's utility billing and revenue collection fund. The associated costs of the acquisition and repayment of any internal borrowing are anticipated to be allocated through the City’s Indirect Cost Allocation Plan over a maximum period of five years. The Finance Director shall prepare internal borrowing documents for Council consideration after close of escrow and per the City's debt management and budget policies.

The transaction costs, lease payments, and acquisition costs are anticipated to be allocated through the City’s Utility Billing Fund, which supports centralized billing, collection, and related utility administrative services provided to the City’s utilities and participating agencies and organizations.

Staff recommends Council approve the Real Property Purchase Agreement and Lease and the Lease Pending Close of Escrow Agreement between the City of Ukiah and the Willow County Water District for the property located at 151 Laws Avenue, APN 003-420-47 in substantial form; direct the City Attorney to finalize the agreements; authorize the City Manager to execute the Agreements and any related documents necessary to implement the transaction; and approve the associated budget amendment.

Recommended Action: Approve the Real Property Purchase Agreement and Lease and Lease Pending Close of Escrow Agreement between the City of Ukiah and the Willow County Water District for the property located at 151 Laws Avenue, APN 003-420-47 in substantial form; direct the City Attorney to finalize the agreements; authorize the City Manager to negotiate and execute the agreements and any related documents necessary to implement the transaction; and approve the corresponding budget amendment.

BUDGET AMENDMENT REQUIRED: Yes
CURRENT BUDGET AMOUNT: 20513300.80200.18521: $0
PROPOSED BUDGET AMOUNT: 20513300.80200.18521: $250,000
FINANCING SOURCE: Fund reserves and internal borrowing, indirect cost allocation REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: City Manager's Office, Water Resources Department, City Attorney's Office STRATEGIC PLAN (SP): N/A
GENERAL PLAN ELEMENTS (GP): N/A

1 REAL PROPERTY PURCHASE AGREEMENT AND LEASE
This Real Property Purchase Agreement (“Agreement”) is made in Ukiah, California between Willow County Water District (“Seller” or “District”) and the City of Ukiah (“Buyer” or “City”). Seller and Buyer are at times collectively referred to below as the “Parties” or individually as a “Party.”
Seller is the owner of that certain real property located at 151 Laws Avenue in Ukiah, California, also known as Mendocino County Assessor’s Parcel Number (“APN.”) 003-420-47 (the “Property”), being substantially as described herein in Exhibit "A" attached hereto and made a part hereof. Buyer desires to purchase the Property from Seller and lease the Property pending close of escrow as further provided herein.

I

PURCHASE AGREEMENT

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Buye and Buyer hereby agrees to purchase the Property from Seller.

Pending close of escrow, as further provided herein Sellor agrees to lease the Property to Buyer and Buyer agrees to lease the Property from Seller, pending close of escrow, pursuant to the Lease Agreement attached hereto as Exhibit B.

2. Purchase Price: Buyer agrees to pay and Seller agrees to accept from Buyer Five Hundred Thousand, Dollars ($500,000) as the full purchase price for the Property.

3. Condition of Title: Title to the Premises shall be free and clear of all liens, except for taxes not yet due, and all leases, easements and encumbrances not approved by Buyer.

4. Escrow: Buyer shall open escrow with a title company of its choice within five (5) days from the effective date of this Agreement and deposit with the title company $250,000, which shall be applied toward the total purchase price. The parties shall deliver escrow instructions to the escrow agent within 14 days from the effective date of this Agreement, which shall include the following:
a. Closing Date: Escrow shall close on or before December 1, 2026. b. Preliminary title report and title insurance: Buyer shall have 10 days from the Effective Date to approve a preliminary title report. If Buyer disapproves the report, it must provide written notice of such disapproval to Seller. Buyer shall have no further obligations under this Agreement and shall be entitled to the return of any money or documents deposited with the escrow agent, if it gives Seller timely written notice that it disapproves of title as set forth in a preliminary title report.

If Buyer fails to provide such timely written notice, it shall be deemed to have waived all objections to title. The title company must issue prior to closing a CLTA title insurance policy in the amount of the total purchase price, listing only those exceptions approved by Buyer.

Attachment 1

2 c. Inspections and Condition of Premises: Buyer is purchasing the Property in its AS IS condition without any representation or warranty from Seller as to its condition. Buyer shall have 30 days from the Effective Date to obtain and approve any inspections of the Premises as it deems necessary. Seller shall provide Buyer and its inspectors with reasonable access to the Premises for inspection purposes. If Buyer disapproves of a timely inspection report, it must provide written notice of such disapproval to Seller. Buyer shall have no further obligations under this Agreement and shall be entitled to the return of any money or documents deposited with the escrow agent, if it gives Seller timely written notice that it disapproves of a timely inspection report, a copy of which it has provided to Seller. If Buyer fails to provide such timely written notice, it shall be deemed to have waived all objections to the condition of the Premises. d. Seller Disclosures: Seller discloses the following information it has concerning the condition of the Property and the Easement.
(1) Flood Hazard Area Disclosure: The Property and the Easement or a portion thereof are located within a Federal Emergency Management Agency (FEMA) "Special Flood Hazard Area." (2) Geologic Hazard Zone: The Property is not located within a Special Studies Zone as designated under Public Resources Code §§ 2021-2625.
e. Closing costs: Buyer shall pay all escrow and title insurance costs of said conveyance.

Real property taxes, assessments and insurance premiums, if any, shall be prorated between the parties from the date the deed is recorded in the official records of Mendocino County. All prorations shall be made on the basis of a 365-day year or 30 day month as applicable. f. Payment of purchase: Buyer shall deposit by check or by wire transfer the balance of the purchase price prior to close of escrow, unless the City Council fails to appropriate the $250,000 balance of the purchase price plus Buyer’s share of closing costs and escrow fees prior to the Closing Date.

6. Right of Possession: Buyer's right of possession shall commence upon Close of Escrow.

Pending Close of Escrow Buyer shall have possession of the Property under the Lease (Exhibit B).

7. Force Majeure: The time for performing any condition under this Agreement shall be extended, and the obligations of Buyer suspended, by the number of days during which the performance of that condition is prevented due to fire, flood, unusual weather events, strikes, labor disputes, shortages, utility curtailments, power failures, explosions, civil disturbances, the time required to satisfy government regulatory requirements beyond the minimum periods permitted by law, acts of God, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties or any other reason beyond the reasonable control of the Buyer.

8. Notice: Whenever notice is permitted or required under this Agreement, it shall be deemed given when personally served by personal delivery, fax or overnight courier, or when deposited in the United States mail with proper first class postage affixed thereto and addressed as follows:

Attachment 1

3 BUYER: SELLER:

City of Ukiah Willow County Water District
Attention: Attention
Ukiah Civic Center 151 Laws Avenue
300 Seminary Ave. Ukiah, CA 95482
Ukiah, CA 95482
Either party may change its official address by giving notice as provided in this paragraph. 9 Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile or electronic signatures will have the same legal effect as original signatures.

10. Waivers. No waiver of any breach of any covenant or provision contained herein will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision contained herein. No extension of time for performance of any obligation or act will be deemed an extension of time for performance of any other obligation or act except those of the waiving party, which will be extended by a period of time equal to the period of the delay.

11. Successors and Assigns. This Agreement may not be assigned by either Party in whole or in part without the prior written consent of the other Party. This Agreement is binding upon and inures to the benefit of the Parties’ permitted successor and assigns.

12. Entire Agreement. This Option Agreement constitutes the entire contract between the parties hereto and may not be modified except by an instrument in writing signed by the party to be charged.

13. Time of Essence. LESSEE and LESSOR hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation, and provision hereof.

14. Construction. The Parties agree and their respective advisors believe that this Agreement is the product of all of their efforts, that it expresses their agreement and that it should not be interpreted in favor of or against either party.

15. Governing Law. The Parties expressly agree that this Agreement will be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. The Parties mutually consent to jurisdiction and venue in the courts of Mendocino County and waive any objections to the jurisdiction or venue of such courts. THE PARTIES

WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY

JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF

THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE OR ANY EMERGENCY OR STATUTORY REMEDY.

Attachment 1

4 16. Paragraph Headings. The paragraph headings contained herein are for convenience and reference only and are not intended to define or limit the scope of this Agreement.

17. Recordation of Memorandum of Lease and Option. Promptly upon the request of Buyer, Seller agrees to execute and acknowledge a “Memorandum of Lease, in form satisfactory to Buyer and sufficient for recording in the Official Records of Mendocino County.

18. No Third-Party Beneficiaries. This Agreement is solely enforceable by LESSOR AND LESSEE. No other parties are intended to have standing to interpret or enforce this Agreement.

WHEREFORE, this Agreement is made and entered on the Effective Date.

BUYER SELLER

CITY OF UKIAH WILLOW COUNTY WATER DISTRICT

By: ________________________ By: __________________________ Sage Sangiacomo, City Manager

ATTEST:
___________________________
Kristine Lawler, City Clerk
Attachment 1

1 LEASE AGREEMENT
This Lease Pending Close of Escrow (“Lease”) is made in Ukiah, California, on _________, 2026 (“Effective Date”) between the Willow County Water District, (“Lessor” or “District”) and the City of Ukiah (“Lessee” or “City”). Lessor and Lessee are at times collectively referred to below as the “Parties” or individually as a “Party.” Lessor is the owners of that certain real property located at 151 Laws Avenue in Ukiah, California, also known as Mendocino County Assessor’s Parcel Number (“APN.”) 003-420-47 (the “Property”), being substantially as described herein in Exhibit "A" attached hereto and made a part hereof. Lessee desires to lease the Property from Lessor, pending close of escrow under that certain REAL PROPERTY PURCHASE AGREEMENT AND LEASE.

LEASE AGREEMENT

1. Lease. Starting on the Commencement Date, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the real property and improvement located thereon described in Exhibit A, together with rights, privileges, easements, servitudes and appurtenances thereto, hereafter called the “Leased Premises” or the “Property”)

2. Definitions. In addition to the terms defined elsewhere in this Agreement, the following definitions shall apply throughout this Agreement.
(a) “Commencement Date” means __________ 1, 2026.
(b) “Lease” means this Lease
(c) “Escrow” means the escrow established with the Escrow Company for the purpose of conveying the Property from the Seller to Buyer under the Real Property Sales Agreement.
(d) “Escrow Company” means Redwood Empire Title Company. (e) “Term” means the term of this Lease.
(f) “Real Property Sales Agreement means the REAL PROPERTY PURCHASE AGREEMENT AND LEASE between the Lessor and Lessee, dated _________, 2026. 4 Term of Lease. This Lease shall commence upon opening escrow in accordance with the the Real Property Sales Agreement and shall continue thereafter until escrow closes as provided in the Real Property Sales Agreement.

5. Lease Payments: Starting on the Commencement Date rent for the Leased Premises shall be $4257.00 per month due on the first day of each month and delinquent if not paid by the 10th day of the month.

6. Use. Lessee shall have the exclusive occupation and use of the Property during the term of the Lease, including the right to sublease or license the use of any portion of the Property.

7. Utilities. Lessee shall be responsible for securing and paying for all utility services at the Property, including water, sewer electricity and solid waste collection and disposal.

Attachment 2

2 9. Maintenance, Repair and Improvements. Lessee shall be responsible for all costs associated with the occupation and use of the Property and its maintenance and repair. Lessee shall have the right without Lessor’s approval to make capital improvements at its discretion. All such work shall comply with applicable law including the California Building Code and the California Environmental Quality Act (“CEQA”).

10. Insurance. At all times during the term hereof Lessee shall produce and continue in force pooled risk coverage equivalent to Comprehensive General or Commercial Liability Insurance, and Workers’ Compensation and Employer’s Liability Insurance. Lessor shall be named as an additional insured under the pooled risk coverage.

11. Delivery and Quiet Enjoyment. Lessor shall deliver the Property on the Commencement Date free of any parties in possession not approved by Lessee and shall provide Lessee with quiet enjoyment without interference thereafter during the Term.

12. Title. Lessor warrants further that no third party has superior title or interest in the Property, and that no prior or existing interest shall interfere with the terms of this Lease or encumber title prior to close of escrow under the Real Property Sales Agreement. Lessor shall not interfere with Lessee’s right to quiet enjoyment of the Premises. Lessor represents and warrants to Lessee that as of the Effective Date, and throughout the lease term, there will be no monetary liens of any type whatsoever encumbering the Leased Premises.

13. Indemnification, Defense and Hold Harmless Obligations. Except for the sole negligence or willful misconduct of Lessor, their employees and agents, and to the extent permitted by law, Lessee agrees to indemnify, defend and hold harmless Lessor from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring on the Property or caused by Lessee’s use of the Property. If any action or proceeding is brought against Lessor by reason of any such claim, then Lessee, upon notice from Lessor, shall refer the claim to its pooled risk administrator, currently the California Intergovernmental Risk Authority (“CIRA”) for defense and indemnification.

14. Lessee Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee:
(a) Any failure by Lessee to make any payment to or on behalf of Lessor required hereunder as and when due, where such failure continues for ten (10) days after written notice from Lessor to Lessee.
(b). A failure by Lessee to observe and perform any other provision of this Agreement to be observed or performed by Lessee, where such failure continues for thirty (30) days after written notice thereof from Lessor to Lessee; provided, however, that if the nature of such default is such that the same cannot reasonably be cured within such thirty (30) day period, Lessee shall not be deemed to be in default if Lessee shall within such period commence such cure and thereafter diligently prosecute the same to completion.

15. Termination.

Attachment 2

3 Upon failure of escrow to close on or before December 31, 2026, as provided in the Real Property Purchase Agreement this Lease shall terminate, unless the Lessor and Lessee agree in writing to extend the lease. City shall pay District a termination fee equal to twelve months of lease payments as provided in Section 5. The Parties agree that such payment represents liquidated damages in lieu of all other actual damages to Lessor. The Parties agree such liquidated damages are reasonable under the circumstances existing of the Effective Date of this agreement.

16. Surrender of Premises. Upon expiration or termination of this Agreement, Lessee shall quit and surrender the Premises to Lessor.

17. Miscellaneous provisions.

17.1 Notices. Except as otherwise expressly provided herein, any written notice required by this Agreement shall be deemed given and received when personally served by personal delivery, overnight delivery or email or 48 hours after being placed in the United States mail with proper first-class postage prepaid, and addressed as follows:

To Lessee: To Lessor:

Attention: Sage Sangiacomo Willow County Water District Ukiah Civic Center __________________
300 Seminary Ave. Ukiah, CA. 95482
Ukiah, CA. 95482 Email: __________
Email: [email protected]
Any party hereto may give notice of an address change under the provisions of this paragraph and thereafter all notices shall be given to that address.

17.2 Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile or electronic signatures will have the same legal effect as original signatures.

17.3 Waivers. No waiver of any breach of any covenant or provision contained herein will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision contained herein. No extension of time for performance of any obligation or act will be deemed an extension of time for performance of any other obligation or act except those of the waiving party, which will be extended by a period of time equal to the period of the delay.

17.4 Successors and Assigns. This Agreement may not be assigned by either Party in whole or in part without the prior written consent of the other Party. This Agreement is binding upon and inures to the benefit of the Parties’ permitted successor and assigns.

17.5 Entire Agreement. This Option Agreement constitutes the entire contract between the parties hereto and may not be modified except by an instrument in writing signed by the party to be charged.

Attachment 2

4 17.6 Time of Essence. Lessee and Lessor hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation, and provision hereof.

17.7 Construction. The Parties agree and their respective advisors believe that this Agreement is the product of all of their efforts, that it expresses their agreement and that it should not be interpreted in favor of or against either party.

17.8 Governing Law. The Parties expressly agree that this Agreement will be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. The Parties mutually consent to jurisdiction and venue in the courts of Mendocino County and waive any objections to the jurisdiction or venue of such courts. THE PARTIES

WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY

JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF

THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE OR ANY EMERGENCY OR STATUTORY REMEDY.

17.9 Paragraph Headings. The paragraph headings contained herein are for convenience and reference only and are not intended to define or limit the scope of this Agreement.

17.10 Recordation of Memorandum of Lease. Promptly upon the request of Lessee, Lessor agrees to execute and acknowledge a “Memorandum of Lease, Option” in form satisfactory to Lessee and sufficient for recording in the Official Records of Mendocino County.

17.11 No Third-Party Beneficiaries. This Agreement is solely enforceable by Lessor AND Lessee. No other parties are intended to have standing to interpret or enforce this Agreement.

WHEREFORE, this Agreement is made and entered on the Effective Date.

Lessee Lessor

CITY OF UKIAH WILLOW COUNTY WATER DISTRICT

By: ________________________ By: __________________________ Sage Sangiacomo, City Manager

ATTEST:
___________________________
Kristine Lawler, City Clerk
Attachment 2

5 EXHIBIT A

LEGAL DESCRIPTION
Attachment 2

6 Attachment 2

Agenda Item No: 8.e.

MEETING DATE/TIME: 6/3/2026

ITEM NO: 2026-978

AGENDA SUMMARY REPORT
SUBJECT: Approval of Budget Amendment for SHN Consulting Engineers & Geologists, Inc. for Compaction Testing in the Amount of $31,557.90.

DEPARTMENT: Public Works PREPARED BY: Seth Strader, Public Works Management Analyst II PRESENTER: Tim Eriksen, Director of Public Works/City
Engineer
ATTACHMENTS:

1. SHN Invoices
Summary: Council will consider approval of a budget amendment for SHN Consulting Engineers & Geologists, Inc. for compaction testing in the amount of $31,557.90.

Background: SHN Consulting Engineers & Geologists, Inc. (SHN) is a local engineering company that specializes in compaction and material testing for construction projects. Compaction and material testing services are needed to ensure the roadway has a solid foundation that will resist destabilization and cracking, promoting a longer life. SHN has performed testing services on many City projects, including the Downtown Streetscape Projects, Phase 1 and 2, the Clara Reconstruction Project, Dora Reconstruction and Rehabilitation Project, and many more. SHN has performed these services to Staff's satisfaction.

Discussion: Staff is requesting a budget amendment in the amount of $31,557.90 for services performed by SHN for compaction and materials on the Downtown Streetscape Project Phase 2 and the Urban Core Project. See Attachment 1 for a copy of these invoices. This work was done prior to the asphalt roadway being paved to verify compaction to ensure a longer-lasting life of the roadway.

This requested budget amendment is funded by the Gas Tax Revenue Fund, which is a fund paid by the State monthly that is used towards engineering and construction services that maintain, rehabilitate or improve roadways within the City.

Recommended Action: Approve budget amendment for SHN Consulting Engineers & Geologists, Inc. for compaction testing in the amount of $31,557.90.

BUDGET AMENDMENT REQUIRED: YES
CURRENT BUDGET AMOUNT: 50024220.80230.18435: $0; 50024620.80230.18234: $0 PROPOSED BUDGET AMOUNT: 50024620.80230.18435: $18,843.75; 50024620.80230.18234: $12,714.15 FINANCING SOURCE: Gas Tax Revenue Fund
REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Andrew Stricklin, Senior Engineer and Tim Eriksen, Director of Public Works/City Engineer
STRATEGIC PLAN (SP):

GENERAL PLAN ELEMENTS (GP): GP-A4 - Public Facilities, Services, and Infrastructure Element.

Invoice
Project Manager Leif Wanta

JASON BENSON

CITY OF UKIAH
300 SEMINARY AVE.

UKIAH, CA 95482
July 31, 2025
Invoice No: 126466
SHN CONSULTING ENGINEERS & GEOLOGISTS, INC.
707-441-8855
812 W. Wabash Ave.

Eureka, CA 95501
Tax ID# 94-2571944
Project 420038 DOWNTOWN STREETSCAPE (LDW)
Professional Services for the Period Ending June 30, 2025 Billing Group 300 PHASE 2 (PW)
Professional Services
Hours Rate Amount
Bemish, Daniel 5.00 110.00 550.00
Bemish, Daniel 4.00 205.00 820.00
Bemish, Daniel 8.00 215.00 1,720.00
Bemish, Daniel 4.00 240.00 960.00
Bemish, Daniel 2.00 265.00 530.00
Wanta, Leif 7.50 120.00 900.00
Wanta, Leif 8.00 205.00 1,640.00
Wanta, Leif 12.00 215.00 2,580.00
Wanta, Leif 3.00 230.00 690.00
Wanta, Leif 7.00 240.00 1,680.00
Totals 60.50 12,070.00
Total Labor 12,070.00
Unit Billing
6/11/2025 Mileage 50.0 Units @ 0.95 47.50
6/12/2025 Mileage 53.0 Units @ 0.95 50.35
6/25/2025 Mileage 50.0 Units @ 0.95 47.50
6/26/2025 Mileage 54.0 Units @ 0.95 51.30
6/27/2025 Mileage 50.0 Units @ 0.95 47.50
6/11/2025 Nuclear Density Testing (W) 1.0 Unit @ 100.00 100.00 6/12/2025 Nuclear Density Testing (W) 1.0 Unit @ 100.00 100.00 6/26/2025 Nuclear Density Testing (W) 1.0 Unit @ 100.00 100.00 6/27/2025 Nuclear Density Testing (W) 1.0 Unit @ 100.00 100.00 Total Units 644.15 644.15
Billing Group Total $12,714.15
Total Project Invoice Amount $12,714.15
SHN - All invoices are due upon receipt. A late charge of 1.5% will be added to any unpaid balance after 30 days.

ATTACHMENT 1

Invoice
Project Manager Leif Wanta

JASON BENSON

CITY OF UKIAH
300 SEMINARY AVE.

UKIAH, CA 95482
August 31, 2025
Invoice No: 126864
SHN CONSULTING ENGINEERS & GEOLOGISTS, INC.
707-441-8855
812 W. Wabash Ave.

Eureka, CA 95501
Tax ID# 94-2571944
Project 420038 URBAN CORE (LDW)
Professional Services for the Period Ending July 31, 2025 Billing Group 300 PHASE 2 (PW)
Professional Services
Hours Rate Amount
Wanta, Leif 3.50 120.00 420.00
Wanta, Leif 2.00 205.00 410.00
Totals 5.50 830.00
Total Labor 830.00
Unit Billing
7/30/2025 Comp. Curve D1557/C216 (W) 1.0 Unit @ 325.00 325.00 7/30/2025 Mileage 50.0 Units @ 0.95 47.50
7/30/2025 Nuclear Density Testing (W) 1.0 Unit @ 100.00 100.00 Total Units 472.50 472.50
Billing Group Total $1,302.50
Total Project Invoice Amount $1,302.50
Outstanding Invoices
Number Date Balance
126466 7/31/2025 12,714.15
Total 12,714.15
SHN - All invoices are due upon receipt. A late charge of 1.5% will be added to any unpaid balance after 30 days.

Invoice
Project Manager Leif Wanta

JASON BENSON

CITY OF UKIAH
300 SEMINARY AVE.

UKIAH, CA 95482
September 30, 2025
Invoice No: 127206
SHN CONSULTING ENGINEERS & GEOLOGISTS, INC.
707-441-8855
812 W. Wabash Ave.

Eureka, CA 95501
Tax ID# 94-2571944
Project 420038 URBAN CORE (LDW)
Professional Services for the Period Ending August 31, 2025 Billing Group 300 PHASE 2 (PW)
Professional Services
Hours Rate Amount
Bemish, Daniel 15.00 110.00 1,650.00
Bemish, Daniel 29.00 205.00 5,945.00
Bemish, Daniel 10.00 230.00 2,300.00
Wanta, Leif 6.00 120.00 720.00
Wanta, Leif 9.00 205.00 1,845.00
Totals 69.00 12,460.00
Total Labor 12,460.00
Reimbursable Expenses
Outside Expenses
8/6/2025 B OF A VISA #4375 (Bemish) Friedmans 38.80
Total Reimbursables 38.80 38.80
Unit Billing
8/6/2025 Mileage 50.0 Units @ 0.95 47.50
8/8/2025 Mileage 55.0 Units @ 0.95 52.25
8/9/2025 Mileage 56.0 Units @ 0.95 53.20
8/11/2025 Mileage 50.0 Units @ 0.95 47.50
8/12/2025 Mileage 60.0 Units @ 0.95 57.00
8/13/2025 Mileage 50.0 Units @ 0.95 47.50
8/8/2025 Nuclear Density Testing (W) 1.0 Unit @ 100.00 100.00 8/9/2025 Nuclear Density Testing (W) 1.0 Unit @ 100.00 100.00 8/11/2025 Nuclear Density Testing (W) 1.0 Unit @ 100.00 100.00 8/12/2025 Nuclear Density Testing (W) 1.0 Unit @ 100.00 100.00 8/13/2025 Nuclear Density Testing (W) 1.0 Unit @ 100.00 100.00 Total Units 804.95 804.95
Billing Group Total $13,303.75
Total Project Invoice Amount $13,303.75
Outstanding Invoices
Number Date Balance
126466 7/31/2025 12,714.15
126864 8/31/2025 1,302.50
Total 14,016.65
SHN - All invoices are due upon receipt. A late charge of 1.5% will be added to any unpaid balance after 30 days.

Project 420038 URBAN CORE (LDW) Invoice 127206
SHN - All invoices are due upon receipt. A late charge of 1.5% will be added to any unpaid balance after 30 days. Page 2

Invoice
Project Manager Leif Wanta

ANDREW STRICKLIN

CITY OF UKIAH
300 SEMINARY AVE.

UKIAH, CA 95482
October 31, 2025
Invoice No: 127591
SHN CONSULTING ENGINEERS & GEOLOGISTS, INC.
707-441-8855
812 W. Wabash Ave.

Eureka, CA 95501
Tax ID# 94-2571944
Project 420038 URBAN CORE (LDW)
Professional Services for the Period Ending September 30, 2025 Billing Group 300 PHASE 2 (PW)
Professional Services
Hours Rate Amount
Wanta, Leif 1.00 120.00 120.00
Totals 1.00 120.00
Total Labor 120.00
Billing Group Total $120.00
Total Project Invoice Amount $120.00
Outstanding Invoices
Number Date Balance
126466 7/31/2025 12,714.15
126864 8/31/2025 1,302.50
127206 9/30/2025 13,303.75
Total 27,320.40
SHN - All invoices are due upon receipt. A late charge of 1.5% will be added to any unpaid balance after 30 days.

Invoice
Project Manager Leif Wanta

ANDREW STRICKLIN

CITY OF UKIAH
300 SEMINARY AVE.

UKIAH, CA 95482
January 28, 2026
Invoice No: 128610
SHN CONSULTING ENGINEERS & GEOLOGISTS, INC.
707-441-8855
812 W. Wabash Ave.

Eureka, CA 95501
Tax ID# 94-2571944
Project 420038 URBAN CORE (LDW)
Professional Services for the Period Ending December 31, 2025 Billing Group 300 PHASE 2 (PW)
Professional Services
Hours Rate Amount
Bemish, Daniel 2.50 110.00 275.00
Bemish, Daniel 8.00 205.00 1,640.00
Bemish, Daniel .50 230.00 115.00
Wanta, Leif 2.50 120.00 300.00
Wanta, Leif 8.00 205.00 1,640.00
Totals 21.50 3,970.00
Total Labor 3,970.00
Unit Billing
12/5/2025 Mileage 50.0 Units @ 0.95 47.50
12/5/2025 Nuclear Density Testing (W) 1.0 Unit @ 100.00 100.00 Total Units 147.50 147.50
Billing Group Total $4,117.50
Total Project Invoice Amount $4,117.50
Outstanding Invoices
Number Date Balance
126466 7/31/2025 12,714.15
126864 8/31/2025 1,302.50
127206 9/30/2025 13,303.75
127591 10/31/2025 120.00
Total 27,440.40
SHN - All invoices are due upon receipt. A late charge of 1.5% will be added to any unpaid balance after 30 days.

Law Offices Of

RAPPORT AND MARSTON
An Association of Sole Practitioners
405 W. Perkins Street
Ukiah, California 95482
e-mail: [email protected]
David J. Rapport (707) 462-6846
Darcy Vaughn FAX 462-4235

M E M O R A N D U M
TO: Members of City Council and all City Legislative Bodies FROM: Darcy Vaughn, Assistant City Attorney
DATE: June 9, 2026
SUBJECT: Application of Brown Act to Workshops and to Procedural Requirements for Special Meetings
_________________________________________________________________________

INTRODUCTION
You have asked:

1. Is there a Brown Act exemption that would apply to the workshop (“June 11 Workshop”) to be held on June 11, 2026, at the Alex Rorabaugh Center, by City staff for members of the public to ask questions about annexation of the Sapling area and discuss related issues with staff?

2. If there is no exemption that applies, and the City Council opted to hold the June 11 Workshop as a special meeting of the Council to discuss annexation with members of the public:
a. Does the special meeting have to be held at a location that is within the City’s jurisdiction?
b. What procedural requirements would apply at the meeting? For example, could the meeting have an informal format, or would a structured meeting be required?

CONCLUSION

1. There is no Brown Act exemption that would apply to the Annexation Workshop to be held on June 11, 2026, at the Alex Rorabaugh Center by City staff. 2a. Any meeting of the City Council must be held at a location in the City’s jurisdiction. 2b. A Brown Act meeting need not be formal or conventional, but is still subject to the usual notice and agenda requirements. If the City Council does vote on an action item, the usual public Correspondence Received for Agenda Section 10. Council Reports

To: Members of City Council and Legislative Bodies Page 2 Subject: Application of Brown Act to Workshops and to Procedural Requirements for Special Meetings
Date: June 5, 2026
voting requirements apply.

ANALYSIS
A meeting, as defined by the Brown Act, is “any congregation of a majority of the members of a legislative body at the same time and place to hear, discuss or deliberate upon any item that is within the subject matter jurisdiction of the legislative body” Govt Code § 54952.2(a). The key elements for a meeting are quorum and discussion, hearing or deliberation of issues; the meeting needs not to be formally convened in order to be subject to the act. That means that “informal”, “discussion,” or “informational” gatherings of a quorum of the members of a board are within the scope of the Act as meetings.

Brown Act Exemptions and Application to June 11 Workshop There are, however, a number of exemptions to the Brown Act requirements that would otherwise apply to a gathering of a quorum of the members of a legislative body. It is my opinion that none of those exemptions apply to the particular facts and circumstances of the proposed June 11 Workshop meeting organized and hosted by City staff to discuss annexation of the Sapling area with members of the public.

The Brown Act exemptions to meeting requirements are as follows:

Conferences and Retreats.

The Brown Act exempts conferences and similar gatherings, which are open to the public, that involve issues of interest to the public or to public agencies of the type represented by the legislative body in question, so long as the majority of the members of the legislative body do not discuss among themselves, other than as part of the scheduled program, any specific issues which are within the subject matter jurisdiction of the legislative body. Govt. Code § 54952.2(c)(2).

Community Meetings.

When a majority of a legislative body attends an open and publicized meeting organized to address a topic of local community concern by a person or organization, other than the local agency, the legislative body is not deemed to be conducting a meeting, so long as the members in attendance do not discuss among themselves, other than as part of the scheduled program, issues of a specific nature related to the subject matter jurisdiction of the body. Govt. Code § 54952.2(c)(3). This exception applies to attendance at a meeting conducted by a private individual, or private organization, so long as the meeting concerns issues of local interest and is open to the public and well publicized in advance.

Correspondence Received for Agenda Section 10. Council Reports

To: Members of City Council and Legislative Bodies Page 3 Subject: Application of Brown Act to Workshops and to Procedural Requirements for Special Meetings
Date: June 5, 2026
Meetings of Other Legislative Bodies.

When a majority of the legislative body attends an open and noticed meeting of another legislative body of the same or a different local agency, the legislative body is not deemed to be conducting a meeting, so long as the members in attendance do not discuss, among themselves, other than as part of the scheduled meeting, issues of a specific nature related to the subject matter jurisdiction of the body. Govt. Code § 54952.2(c)(4). For example, a majority of a planning commission may attend a meeting of the city council for the same city without treating such attendance as a meeting of the planning commission under the Brown Act.

Social or Ceremonial Occasions.

Attendance by a majority of the members of the legislative body at a purely social or ceremonial occasion is not deemed to be a meeting, so long as the members do not discuss among themselves specific business within the jurisdiction of the body. Govt.

Code § 54952.2(c)(5).

Standing Committee.

A majority of the parent body may attend an open and noticed meeting of a standing committee so long as the members who are not members of the standing committee and which cause a majority of the parent body to be present, attend only as observers. Govt.

Code § 54952.2(c)(6).

It is clear that the June 11 Workshop does not involve a meeting of a standing committee of the City Council, nor is it a social or ceremonial occasion. The Workshop does not involve a meeting of another legislative body of the City or other local agency; it is a meeting of the public with City staff, which is not a governing body of the City, nor a board or commission of the City. The Community Meeting exemption would not apply in this instance as the June 11 Workshop has not been organized by a person or organization “other than the local agency” but has, in fact, been organized by City staff.1
Whether the June 11 Workshop could be considered a conference or similar requires additional analysis. The California Attorney General (“AG”) issued an opinion analyzing both exemptions in the context of a Ventura Chamber of Commerce breakfast event at which the Ventura mayor would deliver a “State of the City Address” to paying members of the Chamber and of the public.
1 In contrast, the City Attorney’s office advised that a quorum of the City Council could attend a workshop hosted by the Inland Water and Power Commission under the “Meetings of Other Legislative Bodies” and “Community Meeting” exemptions.

Correspondence Received for Agenda Section 10. Council Reports

To: Members of City Council and Legislative Bodies Page 4 Subject: Application of Brown Act to Workshops and to Procedural Requirements for Special Meetings
Date: June 5, 2026
The AG opinion begins the analysis noting that the Brown Act contains an exception to its definition of “meetings” that applies to conferences or other similar gatherings open to the public that involve discussion of issues of general interest to the public or to public agencies of the type represented by the legislative body. In analyzing whether the gathering of the Ventura city council at the Chamber of Commerce event would fall within this exception, the AG looked to common definitions of “conference” to define the term as one that involves multiple presentations facilitating an exchange of ideas between multiple parties. The AG distinguished the “State of the City” event as one that involved a single speech by a single official regarding the conditions of a single city. Since the event was narrowly focused on the city rather than more broadly faceted, the AG concluded that the event would not fit into the Brown Act’s exception for conferences. 2024 CAL. AG LEXIS 5, *17-18, 2024 Cal. Op. Atty Gen. No. 23-102.

In addition, the AG considered the legislative history of section 54952.2(c)(2), noting that an earlier version of the exception would have applied to “general conferences, conventions, symposia, speeches, classes, and seminars . . . that involve a discussion of broad issues, and that are attended by a broad spectrum of officials from a variety of government agencies.” The change by the Assembly to the current language, according to the Attorney General’s analysis, means that a qualifying event does not need to be attended by a broad spectrum of officials from a variety of government agencies. “But it also means that the exception applies only to conferences and to gatherings that are similar to conferences. That narrowed reference appears to include broadly faceted events like conventions, but not narrowly focused events like the chamber of commerce speech at issue here.” Id. at 18-19.

Finally, the AG concluded that even if the event could be considered a conference, it did not qualify for that exemption as it did not involve “a discussion of issues of general interest to the public or to public agencies of the type represented by the legislative body” as required under section 54952.2(c)(2). The AG stated that the phrase “of general interest to the public,” “is most reasonably read as being of general interest to the public as a whole, not just to those members of the public who happen to live or work within the territorial jurisdiction of the legislative body.” Id. at 19-20. Likewise, the AG concluded that while the Ventura State of the City address would be of general interest to the members of the Ventura city council, it was doubtful whether it would also be of general interest to other city councils. Id. at 21-22.

While the format of the June 11 Workshop has not been finalized, the most likely arrangement will involve a panel of staff members presenting on their areas of expertise within the general topic of the City’s proposed annexation of the Sapling area. The presentations will be followed by an opportunity for members of the public to ask questions and provide comments to City staff on the issue of annexation of the Sapling area. These questions and comments will likely be subject to the per-person duration limits used for public comment at City Council meetings.

Correspondence Received for Agenda Section 10. Council Reports

To: Members of City Council and Legislative Bodies Page 5 Subject: Application of Brown Act to Workshops and to Procedural Requirements for Special Meetings
Date: June 5, 2026
Rather than being a broadly-faceted event involving multiple speakers on multiple topics of interest to the general public, the June 11 Workshop is, like the Ventura State of the City event, a narrowly-focused event dealing solely with the issue of annexation of the Sapling area. While this issue is certainly of interest to the members of the public who happen to live or work within the City limits and in the Sapling area, it is not an issue of general interest to the public. As such, the conference exemption does not apply. As there is no applicable Brown Act exemption that applies to the June 11 Workshop, it is a meeting to which Brown Act requirements apply. With this in mind, I will review certain Brown Act requirements that would apply to the June 11 Workshop should a quorum of the City Council attend the Workshop.

Brown Act Requirements for Meeting Locations
The Brown Act is quite explicit that regular and special meetings of a legislative body must be held at a location within the territorial jurisdiction of the local agency. Govt Code § 54954(b). As such, the June 11 Workshop, which will be located at the Alex Rorabaugh Center and outside the City Limits, cannot be held as a special meeting of the City Council at that location. There are exceptions to Section 54954(b), none of which apply here. I list them below for your review.

A legislative body may hold a regular or special meeting at a location outside the territory over which the local agency exercises jurisdiction to do the following:
• Comply with state or federal law or court order, or attend a judicial or administrative proceeding to which the local agency is a party.
• Inspect real or personal property which cannot be conveniently brought within the boundaries of the territory over which the local agency exercises jurisdiction provided that the topic of the meeting is limited to items directly related to the real or personal property.
• Participate in meetings or discussions of multiagency significance that are outside the boundaries of a local agency’s jurisdiction. However, any meeting or discussion held pursuant to this subdivision shall take place within the jurisdiction of one of the participating local agencies and be noticed by all participating agencies as provided for in this chapter.
• Meet in the closest meeting facility if the local agency has no meeting facility within the boundaries of the territory over which the local agency exercises jurisdiction, or at the principal office of the local agency if that office is located outside the territory over which the agency exercises jurisdiction.
• Meet outside their immediate jurisdiction with elected or appointed officials of the United States or the State of California when a local meeting would be impractical, solely to discuss a legislative or regulatory issue affecting the local agency and over which the federal or state officials have jurisdiction.

Correspondence Received for Agenda Section 10. Council Reports

To: Members of City Council and Legislative Bodies Page 6 Subject: Application of Brown Act to Workshops and to Procedural Requirements for Special Meetings
Date: June 5, 2026
• Meet outside their immediate jurisdiction if the meeting takes place in or nearby a facility owned by the agency, provided that the topic of the meeting is limited to items directly related to the facility.
• Visit the office of the local agency’s legal counsel for a closed session on pending litigation, when to do so would reduce legal fees or costs.

Govt. Code § 54954(b)(1)(7).

Informal Meetings and Procedural Requirements for Brown Act Meetings While procedural requirements apply to every Brown Act meeting – for example, the notable requirement that all votes by the legislative body are public (Govt. Code § 54953(d) – there is no requirement that all meetings be formal or proceed as a series of action items. As the California Attorney General states in a guidance publication from the Attorney General’s Office and titled The Brown Act: Open Meetings for Legislative Bodies:

The definition of the term ‘meeting’ contained in [Government Code] section 54952.2(a) includes any congregation of a majority of the members of a body at the same time and place to hear, discuss or deliberate on any issue under the subject matter jurisdiction of the body. This definition makes it clear that the body need not take any action in order for a gathering to be defined as a meeting. A gathering is a meeting if a majority of the members of the body merely receive information or discuss their views on an issue.

The Brown Act: Open Meetings for Legislative Bodies (2003), page 8. Informal meetings, informational meetings, and meetings held for the purpose of discussion are decidedly meetings within the definition provided in the Brown Act. 42 Ops.Cal.Atty.Gen. (1963) 61, 67.

California case law comports with this acknowledgment that a Brown Act meeting need not involve formal action taken on action items nor be a conventional meeting at all. A “meeting” is not limited to those legislative sessions in which a legislative body decides upon a particular course of action, but also includes sessions conducted for the “collective acquisition and exchange of facts preliminary to the ultimate decision.” Sacramento Newsp. Guild v. Sacramento Co. Bd. of Supervisors (1968) 263 Cal. App. 2d 41, 47-48. Furthermore, lack of a conventional meeting format does not render a congregation of the majority of members of a legislative body something other than a meeting. “As operative criteria, formality and informality are alien to the law’s design, exposing it to the very evasions it was designed to prevent. Construed in the light of the Brown Act’s objectives, the term ‘meeting’ extends to informal sessions or conferences . . . designed for the discussion of public business.” Id., 263 Cal. App. 2d at 50-51.

Correspondence Received for Agenda Section 10. Council Reports

To: Members of City Council and Legislative Bodies Page 7 Subject: Application of Brown Act to Workshops and to Procedural Requirements for Special Meetings
Date: June 5, 2026
As such, an informal, special meeting of the City Council could be held for the purpose of allowing the public to discuss with the City Council, and for the City Council to discuss amongst themselves before the public, issues relevant to the proposed annexation. The agenda could consist of a single, non-action item, with a brief, general description of the item, for example, discussion of proposed annexation options. Notice and posting of the agenda would follow Brown Act requirements for special meetings.

Please let me know if you have additional questions or concerns on this topic.

Correspondence Received for Agenda Section 10. Council Reports

Agenda Item No: 12.a.

MEETING DATE/TIME: 6/3/2026

ITEM NO: 2026-967

AGENDA SUMMARY REPORT
SUBJECT: Conduct a Public Hearing to Receive Public Comment; Discuss Final Grantee Performance Under State Community Development Block Grant 22-CDBG-PL-20038; Adopt Resolution Confirming Project Closeout and Reimbursement of Grant Expenses from the California Department of Housing and Community Development; and Approve any Corresponding Budget Amendments Required as Part of the Grant Closeout Process.

DEPARTMENT: Community
Development PREPARED BY: Jim Robbins, Housing and Grants Manager PRESENTER: Jim Robbins, Housing and Grants Manager
ATTACHMENTS:

1. Resolution_2022-51

2. Standard-Agreement-22-CDBG-PL-20038

3. 2026-Housing-Conditions-Survey-Report_Adopted_5-20-2026

4. Closeout-Draft-Resolution
Summary: Council is requested to conduct a public hearing to receive a report from Staff on performance and accomplishments from State Community Development Block Grant # 22-CDBG-PL-20038; receive public comment related to the City's performance on this grant project; adopt a Resolution acknowledging project accomplishments and confirming activity completion; and approve any corresponding budget amendments required as part of the grant closeout process.

Background: On June 15, 2022, the Ukiah City Council adopted Resolution No. 2022-41 (Attachment 1) authorizing the submittal of a State Community Development Block Grant (CDBG) application in response to the 2022 CDBG Notice of Funding Availability (NOFA) issued by the State Department of Housing and Community Development (HCD). The authorizing Resolution for application included the project “City of Ukiah Housing Conditions Survey.”
The City was awarded $99,689 in State CDBG Activity funds for the Housing Conditions Survey project, which included no additional Program Income. The City executed Standard Agreement 22-CDBG-PL-20038 on September 8, 2023 (Attachment 2). Awarded activities consisted of the following:
“City of Ukiah Housing Conditions Survey”
The draft 2026 Housing Conditions Survey Report was presented to Council on May 20, 2026, for review acceptance. The Survey was approved by Council in a unanimous vote on that date (Attachment 3).

The purpose of this item is for the City Council to conduct a public hearing and receive public comment regarding the work completed, the Housing Conditions Survey Report, under City of Ukiah 22-CDBG-PL20038. It is also for the Council to receive a report from Staff and discuss final Grantee (City of Ukiah) performance related to grant activities.

Discussion: City of Ukiah 22-CDBG-PL-20038 grant deliverables, along with their status of implementation (performance) at completion, are listed below:

1. Updated estimate of housing units in the City by Census Tract Block Group, focusing on the seven LMI block groups. – Completed.

2. Final draft of survey format to be used to conduct the survey. – Completed.

3. Training instructions on how to conduct a windshield survey. – Completed.

4. Quarterly and annual activity reports on survey progress, successes, and challenges – Completed.

5. Final Housing Conditions Survey Report. – Completed at the May 20, 2026, City Council Meeting.

6. City Council meeting project closeout Resolution – In progress (will be completed if Council adopts Resolution authorizing closeout).

City of Ukiah (Grantee) Community Development Department and Housing Services Division staff successfully implemented the CDBG-funded Housing Conditions Survey between December 2023 and May 2026. All $99,689 in CDBG grant funds were expended by the City, representing an expenditure rate of 100%, and all reimbursements have been received from HCD.

Staff recommends Council receive this report, conduct a public hearing to receive public comment on the City’s performance related to 22-CDBG-PL-20038, and adopt a Resolution acknowledging accomplishments, confirming activity completion, and confirming receipt of grant reimbursement funds from the State (Attachment 4).

Recommended Action: 1) Receive report from Staff on final performance related to State Community Development Block Grant 22-CDBG-PL-20038; 2) conduct a public hearing to receive public comment; 3) adopt a Resolution acknowledging accomplishments, confirming activity completion, and confirming approval of grant reimbursement funds from the State; and 4) approve any corresponding budget amendments required as part of the grant closeout process.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: $99,689
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: state grant 22-CDBG-PL-20038
REVENUE: No GRANT: Yes
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Craig Schlatter, Community Development Director STRATEGIC PLAN (SP): SP 1A - Build neighborhoods that provide access for all to a compatible balance of housing, employment, commercial, medical, education, and recreational resources.

GENERAL PLAN ELEMENTS (GP): GP-A8 - Housing Element (2019-2027).

ATTACHMENT 1

2026

CITY OF UKIAH

HOUSING CONDITIONS

SURVEY REPORT
Adopted by the Ukiah City Council: May 20, 2026
This survey and report were made possible by a Community Development Block Grant from the California Department of Housing and Community Development, grant # 22-CDBG-PL-20038.

Attachment 3

Acknowledgements
The 2026 City of Ukiah Housing Conditions Survey was made possible by a Community Development Block Grant from the California Department of Housing and Community Development, grant # 22-CDBGPL-20038.

Special Thanks to County of Mendocino GIS Office and Planning and Building Services Department staff for providing the residential address data on which the report was based.

The Housing Conditions Survey was implemented by City of Ukiah Community Development Department staff, and the Housing Conditions Survey Report was written by department staff.

City Of Ukiah Community Development Department Staff
Craig Schlatter, Director of Community Development
Matt Keizer, Chief Building Official
Jim Robbins, Housing and Grants Manager
Andrea Trincado, Project and Grants Administrator
Tom Hoover, Building Inspector II
Shane Baarts, Code Enforcement Inspector II
Elizabeth Frausto, Community Development Technician I
Leiloni Shine, Housing and Grants Specialist
Mariam Garcia, GIS Analyst
City Of Ukiah Staff
Sage Sangiacomo, City Manager
Shannon Riley, Deputy City Manager
David Rapport, City Attorney
City of Ukiah City Council
Susan Sher, Mayor
Juan Orozco, Vice Mayor
Heather Criss, Councilmember
Mari Rodin, Councilmember
Douglas Crane, Councilmember

1 City of Ukiah
2026 Housing Condition Survey Report

1. Executive Summary
The 2026 Housing Condition Survey provides a comprehensive curb-side “windshield” evaluation of exterior structural conditions for residential units located within designated low- to moderateincome (LMI) census tract block groups in the City of Ukiah (defined as the number of households with gross incomes less than 80% of the Area Median Income, AMI, for Mendocino County). The survey establishes a current, data-driven assessment of housing conditions within areas of Ukiah with a majority of low- and moderate-income households.

This report builds upon the methodology established in the 2008 Housing Condition Survey, the last such survey conducted by the City, with refinements to the scoring criteria and field procedures. These updates improve clarity and consistency in exterior-only assessments while maintaining comparability with prior reporting efforts.

Findings are organized by Census Tract Block Group rather than by geographic Zones, as presented in the 2008 report. The 2026 survey focuses specifically on the seven LMI census block groups, providing greater analytical precision. Also unique to this 2026 report is a survey of the population of 3,201 residential units across these census block groups, providing an in-depth analysis of housing conditions in Ukiah. The results will inform rehabilitation prioritization, funding allocation, and long-term housing policy planning.

Analysis indicates that housing conditions across the study area generally fall within the Moderate to Substantial condition categories when averaged at the block group level. While many homes exhibit routine aging consistent with Ukiah’s climate and the age of the housing stock, several areas show concentrated patterns of deferred maintenance.

The survey data demonstrates:
• A measurable presence of moderate exterior deficiencies, including aging roofing materials, deteriorated paint, minor settlement cracking, and worn trim. • Concentrations of substantial condition ratings within specific block groups, indicating a higher incidence of visible structural deterioration and cumulative deferred maintenance. • Variation among block groups, reflecting differences in housing age, density, tenancy patterns, and reinvestment levels.

2 Overall, the findings confirm that housing deterioration is present within the City’s LMI neighborhoods at levels that justify continued and targeted rehabilitation assistance. While widespread critical failure conditions were not predominant, the cumulative impact of moderate and substantial deficiencies suggests that proactive intervention will help prevent further decline and higher-cost structural rehabilitation in the future.

The 2026 survey provides a baseline for prioritizing rehabilitation funding, targeting outreach to areas with higher concentrations of substantial conditions, and supporting future CDBG and housing-related grant applications. It also establishes a framework for ongoing monitoring of neighborhood-level housing trends to ensure that public investment is directed where need is most acute.

The 2026 Housing Condition Survey directly supports implementation of the City’s adopted Housing Element (2019–2027) by advancing Goal H1: Policies 1-1 and 1-4, as well as Implementation Program 1a:

Goal H-1: Conserve, rehabilitate, and improve the existing housing stock to provide adequate, safe, sustainable, and decent housing for all Ukiah residents.

Policy 1-1: Encourage the rehabilitation of existing residential units.

Policy 1-4: Promote increased awareness among property owners and residents of the importance of property maintenance to long-term housing quality.

Implementation Program 1a: Emphasize rehabilitation of mobile homes, detached single-family dwelling units, and lower-income multifamily housing projects. Prioritize funding for health and safety repairs, energy efficiency improvements, and ADA accommodations. Assist in completing the rehabilitation of at least 25 lower income housing units in the planning period.

As reflected in the Housing Element’s emphasis on maintaining safe, decent, and sustainable housing and expanding rehabilitation efforts, this report provides the data-driven foundation necessary to target rehabilitation programs, deploy Housing Trust Fund resources, and prioritize CDBG investments consistent with adopted policy objectives.

2. Background
The City of Ukiah is the county seat and primary population and service center for Mendocino County, located along the U.S. Highway 101 corridor in the Ukiah Valley. Ukiah is a compact city (approximately 7 square miles) with a 2020 Census population of 16,607, which contributes to relatively close proximity between residential neighborhoods, schools, parks, employment areas, and community facilities.

Ukiah’s development pattern includes a historic downtown and older in-town neighborhoods (generally characterized by smaller lots, mature street trees, a connected street grid, and a higher share of older housing stock), as well as more recent subdivisions that include a mix of singlefamily homes, duplexes, and multi-family developments. This range of development eras is

3 relevant to housing condition analysis because building age, construction type, and past reinvestment patterns often influence the prevalence of observable exterior maintenance needs.

2.1 Climate and Weathering Impacts on Housing Conditions Ukiah’s Mediterranean climate—characterized by hot, dry summers and cool, wet winters—has a measurable long-term impact on exterior housing conditions. Seasonal temperature extremes, concentrated winter precipitation, and periodic drought cycles collectively contribute to material aging and deferred maintenance patterns observed throughout the study area.

Summers in Ukiah are typically hot and dry, with daytime high temperatures exceeding 90°F and occasional heat events reaching above 100°F. Extended summer heat and ultraviolet (UV) exposure accelerate the deterioration of exterior finishes, including fading and peeling paint, cracking and warping of wood siding, and premature aging of roofing materials and sealants.

Repeated expansion and contraction from daily temperature swings further contribute to material fatigue over time.

Winter rainfall, particularly during heavy storm events, increases the risk of roof and gutter deterioration, flashing failure, and water intrusion. Where drainage systems are inadequate, prolonged moisture exposure can lead to wood rot, pest damage, foundation settlement, and visible exterior siding decay. Although freeze–thaw cycles are limited compared to colder climates, occasional freezing temperatures may exacerbate cracking in concrete, stucco, and masonry where moisture is present.

Extended drought periods common to Northern California also affect housing conditions by causing soil shrinkage around foundations, minor settlement cracking, vegetation loss, and increased wildfire exposure risk. In lower-income areas where routine maintenance may be deferred, these climate-related stressors can compound over time.

Overall, Ukiah’s weather patterns contribute to gradual but cumulative exterior deterioration, particularly in older housing stock. These environmental factors provide important context when interpreting moderate and substantial condition classifications within the 2026 survey’s low- to moderate-income census block groups.

2.2 Demographics and Income Context
Recent U.S. Census estimates indicate that the median household income for the City of Ukiah is approximately $66,000 (2020–2024 ACS). This citywide figure reflects a broad range of household incomes across diverse neighborhoods and housing types.

The census block groups included in the 2026 Housing Condition Survey are designated as low- to moderate-income (LMI) areas for purposes of federal Community Development Block Grant (CDBG) eligibility. Under federal criteria, this designation means that at least 51 percent of households within each block group earn at or below 80 percent of Area Median Income (AMI). This classification is a technical funding threshold used to determine program eligibility and does not characterize the full range of income levels or housing types present within these neighborhoods.

4 For federal CDBG eligibility, “low- to moderate-income” (LMI) is defined relative to the Area Median Income (AMI) for the relevant county. In the Mendocino County area (which includes Ukiah), lowincome thresholds are generally set at 80 percent of AMI. Based on 2021 HUD income limit tables, the 80 percent AMI level for a typical household sized four in Mendocino County was approximately $75,100, reflecting the income cutoff used to determine LMI status for block group eligibility in this survey.

While median household incomes within the surveyed block groups are generally lower than the overall citywide median, these areas include a mix of homeowners and renters, varying property conditions, and long-established residential neighborhoods. Income levels are one of several factors that can influence the pace and scale of exterior home maintenance, particularly given increasing costs of construction materials, skilled labor, insurance, and utilities.

3. Methodology

3.1 Survey Scope
The 2026 Housing Condition Survey evaluated all residential units within designated low- and moderate-income (LMI) census tract block groups in the study area (115.1, 115.2, 115.4, 115.5, 116.1, 116.2, and 116.3). These block groups met 2022 federal LMI eligibility criteria. The 2022 data was used because it was the most current information available at the time the Community Development Block Grant (CDBG) grant application was submitted.

Each unit was assessed using standardized criteria generally consistent with prior reporting periods to ensure comparability, with updates made to clarify and strengthen the evaluation methodology.

Unlike the 2008 Housing Condition Survey, which sampled random residences citywide to estimate overall conditions, the 2026 survey assessed the population of residential units within the eligible census tract block groups. The 2008 survey relied on statistical samples, which introduced a margin of error. In contrast, the 2026 survey eliminated sampling error within the study area by conducting a survey of the population.

3.2 Geographic Reorganization
The previous study, funded by a City of Ukiah Redevelopment grant, surveyed residential units citywide in three Zones (North, Middle and South). For 2026, results are reorganized by low- to moderate-income U.S. Census Tract Block Groups, allowing for more granular geographic precision within the study area and more accurate data from which to draw conclusions.

3.3 Surveyors
The Community Development Department deployed a unique and innovative approach to conducting surveys. First, staff in the Code Enforcement and Building Inspections Divisions of the Department were trained by CDBG/Housing Division staff in how to conduct housing conditions

5 “windshield” surveys. Next, through preliminary surveying efforts, the team worked together to develop a standardized survey methodology and approach. After this approach was wellunderstood by all housing conditions surveyors, code enforcement division personnel took the lead in completing surveys, while also identifying potential code issues. If code issues were identified that required immediate attention, code enforcement personnel communicated these properties to the building inspections and housing divisions, for outreach related to the City’s CDBG Housing Rehabilitation program. Several properties were identified for housing rehabilitation assistance through these efforts.

This approach enabled the City to use multiple personnel (6) within three divisions of the department to survey the entire population of housing units in the LMI census tract block groups. It also identified units needing code enforcement action and connected LMI households to funding assistance through the CDBG-funded housing rehabilitation.

3.4 Surveyor Training
Prior to fieldwork, staff reviewed the 2008 Housing Condition Survey template and report to understand historical scoring methodology and classification thresholds.

Staff consulted with the City of Ukiah Chief Building Official/Chief Code Enforcement Officer to evaluate each scoring category and determine whether updates were necessary to reflect observable conditions and modern building practices.

Based on this review, certain scoring elements were broadened to improve clarity and field application. The revised guidelines for scoring emphasize observable exterior aging, material deterioration, and modernization rather than conditions that are difficult to evaluate from a curbside vantage point.

Each unit received a condition score based on established evaluation criteria. For each Block Group, the following calculations were applied:
• Total Score (Block Group) = Sum of all unit scores within the block • Number of Units (Block Group) = Total surveyed units within the block • Average Block Group Score = Total Score ÷ Number of Units This weighted approach ensures averages accurately reflect block group-level conditions based on total unit count.

3.5 Scoring Methodology
Each housing unit received a structural condition score based on five major categories:

Foundation, Roofing, Siding/Stucco, Windows, and Electrical. Scores reflect graduated levels of deterioration.

6 Total structural scores were calculated by summing category scores for each unit. Units were classified using the established structural thresholds: Sound (9 or less); Minor (10–15); Moderate (16–39); Substantial (40–55); Dilapidated (56).

For Block Group analysis, block group-level averages were calculated as Total Score divided by the Number of Units surveyed within each block group.

Additional information was gathered on each location, such as: vacancy status, whether the home was for sale at the time of the survey, construction type (stucco, wood framed, modular, etc. structure type (single family with garage, duplex, multi-family, etc.), frontage improvements (sidewalk, curb, gutter, etc.) along with the condition of the pavement and sidewalk in front of the residence. These sections were mainly yes or no options; however, the assessment of the pavement and sidewalk provided an option to rate the condition as good, poor, or missing.

7

8 4. Housing Unit Condition Analysis & Summary
A total of 3,201 units were surveyed across 7 Census Tract Block Groups. Block group-level units ranged from 223 to 701 units. Block groups are defined by the boundaries that were established as part of the 2020 census. The following maps show the boundaries of the census block groups that were studied as part of this survey.

4.1 Structural Condition Categories
Foundation
Foundation conditions reflect structural aging and observable performance indicators. The 2026 revisions emphasize aging in place and visible integrity rather than crack identification alone.

Foundation scoring is based on the following ranges:
• 0–5: New
• 6–10: Aging in place
• 11–15: 20+ years of age
• 16–25: No foundation or major structural failure
This scale allows surveyors to distinguish between normal age-related wear and significant structural deficiencies.

Roofing
Roofing scores capture progressive deterioration, including weathering, tarping, delamination, and replacement need, allowing clearer differentiation between moderate aging and critical failure.

Roofing was evaluated using the following scale:
• 0: New
• 1–5: Weathered
• 6–10: Heavy weathering
• 11–15: Tarped, damaged, or section failure
• 16–20: No spark arrester or visible delamination
• 21–25: Needs replacement
This expanded range provides greater clarity in identifying roofs approaching failure versus those experiencing normal aging.

9 Siding / Stucco
Exterior wall conditions were evaluated along a continuum of deterioration, including weathering, rot, separation, and replacement thresholds.

Siding and stucco scoring criteria include:
• 0: New
• 1–5: Light weathering
• 6–10: Heavy weathering or signs of rot
• 11–15: Dry rot, material separation, or stucco breakage • 16–20: Needs replacement
This structure allows surveyors to distinguish between cosmetic aging and material failure requiring rehabilitation.

Windows
Window scoring emphasizes modernization and material type rather than isolated pane damage, providing a more accurate reflection of long-term condition.

Window evaluation is based on:
• 0: New
• 1–4: Vinyl replacement windows
• 5–9: Original aluminum or wood-framed windows
• 10: In need of replacement or single-pane
This approach reflects both modernization status and energy-efficiency implications.

Electrical
Electrical evaluation focuses on observable service panel condition and modernization.

Interior wiring systems were not assessed.

Electrical scoring is as follows:
• 0: New
• 1–5: Meter face visible or panel unidentifiable
• 6–10: Main panel requires replacement
This component evaluates visible service adequacy and modernization status only, consistent with the exterior-only survey methodology.

10 Structural Scoring Classification
Total structural points are aggregated and classified as follows:
• Sound: 9 or less
• Minor Deterioration: 10–15
• Moderate Deterioration: 16–39
• Substantial Deterioration: 40–55
• Dilapidated: 56
A dilapidated unit is defined as one that appears structurally unsound, exhibits nonexistent maintenance, and may require major rehabilitation or reconstruction.

5. Block Group-Level Condition Summary
Detailed block group level summaries by category follow:

Table 1 below summarizes survey coverage by Census Block.

Census Block
ID
Units
Surveyed
Total
Score
Average Score Condition
115.1 414 12,403 29.88 Moderate Deterioration
115.2 701 25102 35.68 Moderate Deterioration
115.4 223 10,308 46.22 Substantial Deterioration
115.5 289 9,351 32.36 Moderate Deterioration
116.1 632 26,668 42.20 Substantial Deterioration
116.2 472 15,195 32.19 Moderate Deterioration
116.3 470 11,792 25.09 Moderate Deterioration

11 Examples: Housing Units in Sound Condition

12 Example: Housing Unit in a Condition of Minor Deterioration

13 Example: Housing Unit in a Condition of Moderate Deterioration Example: Housing Unit in a Condition of Substantial Deterioration

14 Example: Housing Unit in Dilapidated Condition

15 6. Block Group-Level Condition Analysis
Detailed block group-level summaries by category follow:

Census Tract Block Group 115.1

16 Location and Boundaries
Census Block Group 115.1 is located in the north-central portion of Ukiah. The block group is largely bounded by U.S. Highway 101 to the north and east, with a small segment extending east of the highway. State Street forms the primary western boundary, and the southern edge transitions into adjacent residential neighborhoods south of Empire Drive. This positioning places the block group at a key interface between residential areas, the commercial corridor, and highway-oriented uses.

Neighborhood Character
Block Group 115.1 reflects a character of mixed land uses. Along State Street, the area includes a commercial corridor consisting of retail, service-oriented businesses, and office uses. Portions of the block group also contain light industrial and commercial service sites, particularly closer to the Highway 101 corridor.

Residential areas are interspersed between commercial and institutional uses, consisting primarily of single-family homes with some duplexes and small multi-family structures. The street pattern west of the highway follows a more traditional grid, while parcels near the highway corridor are more irregular in configuration.

Institutional and Community Assets
A notable feature within this block group is the Redwood Empire Fairgrounds, a significant regional facility that hosts community events, agricultural exhibitions, and large public gatherings. The Fairgrounds serve as both a community anchor and an emergency gathering location during regional incidents.

The block group also includes several educational facilities, including small charter schools and early childhood education centers. These institutional uses contribute to daytime activity and neighborhood foot traffic and reinforce the area’s role as a mixed residential and communityserving district.

Housing Stock and Age
Housing within 115.1 reflects a mix of early- to mid-20th-century construction and post-war construction. Structures near State Street tend to be older and smaller in footprint, while areas closer to Highway 101 reflect later development and commercial adjacency. The age and varied construction periods contribute to a range of exterior material types and maintenance conditions.

Survey Results and Summary of Findings
Census Block Group 115.1 includes 414 surveyed residential units. Overall condition ratings were:

Sound: 4 (1.0%); Minor Deterioration: 0 (0.0%); Moderate Deterioration: 307 (74.2%); Substantial:
103 (24.9%).

17 Condition 115.1
Sound 4
Minor Deterioration 0
Moderate Deterioration 307
Substantial 103
Dilapidated 0
414
Foundations were largely classified as “Aging in Place” (259 units; 62.6%), with 155 units (37.4%) rated “New.”
Roofing showed 2 units (0.5%) with visible conditions consistent with higher-level repair need (tarping/damaged sections, delamination/no spark arrester, or replacement).

Roof Condition
New (Score 0) 5
Weathered (Score 1-5) 221
Heavily Weathered (Score 6-10) 186
Tarped/Damaged Section (Score 11-15) 2
No Spark Arrester, Delamination (Score 16-20) 0
Needs Replacement 0
414
Siding/stucco conditions indicated 4 units (1.0%) with dry rot/separation or in need of replacement.

Foundation Condition
New (Score 0-5) 155
Aging in Place (Score 6-10) 259
20+ Years of Age (Score 11-15) 0
No Foundation/Major Failure (Score 16-25) 0
414
Siding/Stucco
New (Score 0) 4
Light Weathering (Score 1-5) 305
Heavy Weathering (Score 6-10) 101
Dry Rot, Seperation, Stucco Break (Score 11-15) 4
Needs Replacement (Score 16-20) 0
414

18 Window conditions indicated 100 units (24.2%) likely needing replacement; an additional 303 units (73.2%) showed older window systems.

Electrical panel observations suggest 3 units (0.7%) where meter panel replacement may be needed.

Housing unit Construction type included 396 wood (95.6%), 15 masonry (3.6%), 1 mobile, 0 modular, and 2 other.

Housing structure types were dominated by Multi-Family (216 units; 52.2%), followed by Single Family with Attached Garage (84 units; 20.3%).

Frontage improvements were generally present on most parcels (e.g., curbs/sidewalks/drainage/paved driveways present at 185 locations; 44.7%).

At the time of the curbside survey, 0 units were observed vacant and 0 units were posted for sale. 0 garage conversions and 0 ADUs were identified in the windshield survey of CTBG 115.1 Windows
New (Score 0) 5
Vinal Replacements (Score 1-4) 6
Old Aluminum/Original Wood Framing (Score 5-9) 303
Needs Replacement (Score 10) 100
414
Electrical 115.1
New (Score 0) 5
Meter Face Unidentifiable (Score 1-5) 406
Replace Meter Panel (Score 6-10) 3
414

19 Census Tract Block Group 115.2

20 Location and Boundaries
Census Block Group 115.2 is located on the west side of central Ukiah. The block group is generally bounded by Empire Drive to the north, West Smith Street to the south, Bush Street to the west, and State Street to the east. This places the area immediately adjacent to the downtown core and within one of Ukiah’s long-established residential neighborhoods.

Neighborhood Character
The area is characterized by a traditional grid street pattern, mature street trees, sidewalks, and smaller residential parcels. The western border of State Street is a commercial area that leads to the downtown area to the south. Its proximity to downtown supports walkability and access to commercial services, schools, parks, and civic facilities. Low Gap Road is a major street that runs through the center of this area, Mendocino County offices are located within this census block group, and the high school and recreational parks are located within close proximity to the west of this census block area.

The neighborhood contains a mix of single-family detached homes, duplexes, and small multifamily buildings. Residential density is moderate relative to more suburban areas of the city, reflecting incremental development over many decades. Rental and owner-occupied units are interspersed throughout the block group.

Housing Stock and Age
A significant portion of the housing stock in this area was constructed in the early to mid-20th century. Architectural styles and materials reflect these periods, including wood-frame construction, lap siding, stucco exteriors, and composition roofing. Due to the age of many structures, routine exterior maintenance plays an important role in preserving building integrity.

Survey Results and Summary of Findings
Census Block Group 115.2 includes 701 residential units surveyed. Overall condition ratings were:

Sound: 11 (1.6%); Minor: 36 (5.0%); Moderate: 496 (70.8%); Substantial: 124 (17.7%); Dilapidated:
34 (4.9%).

Condition 115.2
Sound 11
Minor 36
Moderate 496
Substantial 124
Dilapidated 34
701

21 Foundation conditions were predominantly stable, with 4 units (0.6%) flagged for major foundation failure/no foundation. 605 units were classified as “aging in place” and 49 as “20+ years of age.” Foundation Condition 115.2
New (Score 0-5) 45
Aging in Place (Score 6-10) 605
20+ Years of Age (Score 11-15) 49
No Foundation/Major Failure (Score 16-25) 2
701
Roofing showed 175 units (25.0%) with visible conditions consistent with higher-level repair need (tarping/damaged sections, delamination/no spark arrester, or replacement).

Roof Condition 115.2
New (Score 0) 4
Weathered (Score 1-5) 374
Heavy Weathering (Score 6-10) 148
Tarped Damaged Section (Score 11-15) 122
No Spark Arrester, Delamination (Score 16-20) 43
Needs Replacement (Score 21-25) 10
701
Siding/stucco conditions indicated 65 units (9.3%) with dry rot/separation or replacement-level deterioration.

Siding/Stucco 115.2
New (Score 0) 6
Light Weathering (Score 1-5) 416
Heavy Weathering (Score 6-10) 220
Dry Rot, Separation, Stucco Break (Score 11-15) 52
Needs Replacement (Score 16-20) 13
701

22 Window conditions indicated 213 units (30.4%) likely needing replacement; an additional 299 units (42.7%) showed older window systems.

Windows 115.2
New (Score 0) 3
Vinal Replacements (Score 1-4) 186
Old Aluminum/Original Wood Framing (Score 5-9) 299
Needs Replacement (Score 10) 213
701
Electrical panel observations suggest 182 instances (26.8%) where meter panel replacement may be needed. (Note: electrical tallies are observation-based and may not equal total units in areas with multi-meter configurations.).

Electrical 115.2
New (Score 0) 7
Meter Face Unidentifiable (Score 1-5) 512
Replace Meter Panel (Score 6-10) 182
701
Housing unit Construction type included 694 wood (99.0%) 3 masonry, 0 mobile, 2 modular, and 2 other.

Housing structure types were dominated by Single Family with Attached Garage (316 units;

45.1%), followed by Multi-Family (144 units; 20.5%).

Frontage improvements were generally present on most parcels (e.g., curbs/sidewalks/drainage/paved driveways present at 693 locations; 98.9%).

At the time of the curbside survey, 4 units were observed vacant and 3 units were posted for sale. 22 garage conversions and 10 ADUs were identified in the windshield survey of CTBG 115.2.

23 Census Tract Block Group 115.4

24 Location and Boundaries
Census Block Group 115.4 is centrally located within the eastern portion of Ukiah, west of U.S.

Highway 101 and generally south of Block Group 115.1. The block group extends eastward from the traditional downtown grid toward Perkins Street and adjacent residential corridors. Its location places it between the historic core of the city and the more highway-oriented commercial development patterns to the east.

Neighborhood Character
Block Group 115.4 reflects a predominantly residential character with moderate density. The street network follows a traditional grid pattern in the western portion, transitioning into more varied parcel configurations toward the eastern edges. Residential uses are the dominant land use; however, the block group benefits from proximity to major commercial corridors along Perkins Street and State Street.

Housing types include single-family detached homes, duplexes, and a meaningful concentration of multi-family residential developments. Compared to 115.1, this block group contains a higher proportion of multi-dwelling units, contributing to greater overall residential density.

Commercial and Mixed-Use Interface
While primarily residential, 115.4 is influenced by its adjacency to commercial areas along Perkins Street, one of Ukiah’s primary east-west corridors. Retail, service businesses, and neighborhoodserving commercial uses are located near the northern and eastern edges of the block group. This proximity provides convenient access to goods and services but also introduces transitional land use patterns between residential and commercial parcels.

Civic and Community Features
Block Group 115.4 benefits from its central location and access to public facilities and communityserving institutions within short walking or driving distance. The area is situated near schools, neighborhood parks, and public infrastructure that support daily residential life. The established grid pattern and infrastructure (curbs, sidewalks, gutters in many segments) reflect its longstanding role within the city’s developed core.

Housing Stock and Age
The housing stock in 115.4 is largely mid-century in origin, with significant construction occurring between the 1940s and 1970s, supplemented by later infill and apartment development. Exterior materials commonly include stucco, wood siding, and composition roofing typical of that era. The presence of multi-family housing introduces variations in building scale and maintenance cycles compared to predominantly single-family neighborhoods.