Sausalito-Marin City Sanitary District

NEW ISSUE ■ FULL BOOK-ENTRY RATINGS: S&P: “AA+” Fitch: “AA-” See “RATINGS” In the opinion of Hawkins Delafield & Wood LLP, San Francisco, California, Bond Counsel, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In addition, in the opinion of Bond Counsel, under existing statutes, interest on the Bonds is exempt from personal income taxes imposed by the State of California. See “TAX MATTERS. ” $33,630,000 MARIN PUBLIC FINANCING AUTHORITY (SAUSALITO-MARIN CITY SANITARY DISTRICT) 2017 REVENUE BONDS Dated: Date of Delivery Due: April 1, as shown on inside cover The bonds captioned above (the “Bonds”) are being issued by the Marin Public Financing Authority (the “Authority”) pursuant to resolutions adopted by the boards of directors of the Authority on March 9, 2017 and Sausalito-Marin City Sanitary District (the “District”) on February 13, 2017; an Installment Sale Agreement dated as of April 1, 2017 (the “Installment Sale Agreement”), between the Authority, as seller, and District, as purchaser; and an Indenture of Trust dated as of April 1, 2017 (the “Indenture”), by and between the Authority and U.S. Bank National Association, as trustee (the “Trustee”). See “THE BONDS - Authority for Issuance.” The Bonds are being issued to provide funds to (i) finance certain capital improvements to the District’s wastewater system; (ii) provide a debt service reserve for the Bonds through the purchase of a debt service reserve insurance policy, and (iii) pay the costs of issuing the Bonds. See “FINANCING PLAN.” The Bonds will bear interest at the rates shown on the inside cover page of this Official Statement, payable semiannually on April 1 and October 1 of each year (each, an “Interest Payment Date”), commencing on October 1, 2017, and will be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple of $5,000. With respect to any Interest Payment Date, the “Record Date” is the 15th calendar day of the preceding month, whether or not that day is a “Business Day” (as defined in the Indenture). The Bonds will be issued in book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Purchasers of the Bonds will not receive certificates representing their interests in the Bonds. Payments of the principal of and interest on the Bonds will be made to DTC, which is obligated in turn to remit such principal, premium, if any, and interest to its participants for subsequent disbursement to the beneficial owners of the Bonds. See “THE BONDS - General Provisions” and “APPENDIX F - DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The Bonds are subject to optional redemption and mandatory sinking fund redemption before maturity. See “THE BONDS - Redemption.” The Bonds are payable from and secured by a lien on “Net Revenues” (as defined in this Official Statement) of the wastewater system. The District is obligated to make payments of Net Revenues to the Authority under the Installment Sale Agreement (“Installment Payments”), and the Authority is, in turn, required under the Indenture to use the Installment Payments to pay interest on and principal of the Bonds. See “SECURITY FOR THE BONDS.” In the Installment Sale Agreement, the District is also obligated under a rate covenant to fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the District during each Bond Year. See “SECURITY FOR THE BONDS - Rate Covenant.” The Bonds will be secured by Net Revenues on a parity with certain outstanding obligations of the District. The District may issue or incur additional obligations and bonds on parity with or subordinate to the Installment Payments if the conditions set forth in the Installment Sale Agreement are met. See “SECURITY FOR THE BONDS - Parity Obligations; Issuance by District of Additional Debt.” The Bonds are special, limited obligations of the Authority and are not secured by a legal or equitable pledge of, or charge or lien upon, any property of the Authority or any of its income or receipts, except the Revenues (consisting principally of Installment Payments received from the District). Neither the full faith and credit of the Authority nor its members (including the District) is pledged for the payment of the Bonds and no tax or other source of funds other than the Revenues is pledged to pay the Bonds. The Bonds do not constitute a debt, liability or obligation of the Authority or any member of the Authority (including the District) in violation of any constitutional or statutory debt limitation or for which any such entity is obligated to levy or pledge any form of taxation or for which any such entity has levied or pledged any form of taxation. The Authority has no taxing power. The obligation of the District to pay Installment Payments under the Installment Sale Agreement is secured solely by the Net Revenues of the District. The full faith and credit of the District is not pledged for the payment of the Installment Payments and no tax or other source of funds other than the Net Revenues is pledged to pay the Installment Payments. The Installment Payments do not constitute a debt, liability or obligation of the District in violation of any constitutional or statutory debt limitation. MATURITY SCHEDULE _____ (see inside cover)_____ This cover page contains certain information for quick reference only and is not a summary of information about the Bonds. Investors should read this entire Official Statement to obtain information essential to the making of an informed investment decision relating to the purchase of any Bonds. See “BOND OWNERS’ RISKS.” The Bonds are offered when, as and if issued and received by the Underwriter and subject to the approval as to their legality by Hawkins Delafield & Wood LLP, San Francisco, California, as Bond Counsel. Certain legal matters will also be passed upon for the Authority and District by Hawkins Delafield & Wood LLP, as Disclosure Counsel. Certain legal matters will be passed upon for the Authority by Byers/Richardson, -Sonoma, California, as Authority Counsel, and for the District by Meyers Nave Riback Silver & Wilson, PLC, Oakland, California, as District Counsel. It is anticipated that the Bonds will be delivered in book-entry form through the facilities of DTC on or about April 7, 2017. The date of this Official Statement is March 21, 2017. MATURITY SCHEDULE $24,020,000 Serial Bonds (Base CUSIPt: 567820) Maturity Principal Interest CUSIPt (April 1) Amount Rate Price Yield Suffix 2018 $820,000 3.00% 102.080 0.87% AA3 2019 825,000 4.00 105.694 1.09 AB1 2020 855,000 4.00 107.906 1.29 AC9 2021 890,000 4.00 109.712 1.48 AD7 2022 930,000 4.00 110.843 1.72 AE5 2023 985,000 4.00 111.823 1.90 AF2 2024 1,025,000 4.00 112.419 2.08 AGO 2025 1,065,000 4.00 112.878 2.23 AH8 2026 1,105,000 4.00 112.860 2.40 AJ4 2027 1,150,000 4.00 112.896 2.53 AK1 2028 1,195,000 4.00 111.587 2.67 (C) AL9 2029 1,245,000 4.00 110.755 2.76 (C) AM7 2030 1,295,000 4.00 109.566 2.89 (C) AN5 2031 1,345,000 4.00 107.854 3.08 (C) AP0 2032 1,400,000 4.00 106.701 3.21 (C) AQ8 2033 1,455,000 4.00 105.216 3.38 (C) AR6 2034 1,515,000 4.00 104.697 3.44 (C) AS4 2035 1,575,000 4.00 104.267 3.49 (C) AT2 2036 1,640,000 4.00 103.925 3.53 (C) AU9 2037 1,705,000 4.00 103.754 3.55 (C) AV7 $9,610,000 4.00% Term Bond due April 1, 2042; Price 101.981; Yield 3.76%(c); CUSIPf No.: 567820AW5 t CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. CUSIP data in this Official Statement is provided by CGS. CUSIP numbers are provided for convenience of reference only. Neither the District nor the Authority assumes any responsibility for the accuracy of these CUSIP data. The CUSIP number for a specific maturity is subject to being changed after delivery of the Bonds as a result of various subsequent actions, including a refunding in whole or in part or as the result of the procurement of a secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. (c| Yield calculated to the first optional redemption date of April 1, 2027 at par. MARIN PUBLIC FINANCING AUTHORITY SAUSALITO-MARIN CITY SANITARY DISTRICT District Board of Directors Dan J. Rheiner, President William F. H. Ring, Vice President Ann Arnott, Director Don Beers, Director James DeLano, Director District Staff Jeffrey Kingston, General Manager Helen Lei, Office Manager/Board Secretary Kevin Rahman, Associate Engineer Jorge Omar Arias-Montez, Operations Superintendent Authority Board of Directors Mark Williams Jeffrey Kingston Susan McGuire Helen Lei Municipal Advisor Bartle Wells Associates Berkeley, California Bond Counsel and Disclosure Counsel Hawkins Delafield & Wood TUP San Francisco, California Authority Counsel Byers/Richardson Sonoma, California District Counsel Meyers Nave Riback Silver & Wilson, PLC Oakland, California Trustee U.S.

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