Disclosures
Issuer Disclosures
California Municipal Public Financing Authority is a public agency and a public debt issuer. This page states what the Authority is, what its obligations are and are not, how it is compensated, and what it reports to the State and to the market.
The Authority
California Municipal Public Financing Authority (the “Authority,” doing business as CalMuni PFA) is a joint exercise of powers authority formed under the Joint Exercise of Powers Act, California Government Code section 6500 and following. The Authority is a public agency. It issues tax-exempt and taxable obligations on behalf of qualified California public agencies and other qualified borrowers, and administers the financings it issues.
The Authority holds no general fund, levies no tax, and has no taxing power. It is governed by a Board of Directors that meets in public. The Board roster and posted meeting agendas are on the About & Governance page.
Limited Obligations
Obligations issued by the Authority are limited obligations. They are payable solely from the revenues, payments, or other amounts pledged by the borrower under the related financing documents, and from funds held under the applicable indenture or trust agreement.
Obligations issued by the Authority are not a debt, liability, or general obligation of the Authority, of the State of California, or of any member agency of the Authority, and are not secured by the faith and credit or the taxing power of the Authority, the State, or any member agency. Neither the Authority nor any member agency pledges any of its own funds to the repayment of an obligation issued for a borrower.
The Authority does not guarantee, insure, or otherwise credit-enhance any obligation it issues. Repayment depends on the borrower and on the security the borrower pledges.
The Authority Is the Issuer, Not Your Municipal Advisor
CalMuni PFA is the issuer. It is not your agency's municipal advisor. The Authority's municipal advisor and bond counsel are engaged by, and act for, the Authority.
The Authority is not registered as a municipal advisor with the Securities and Exchange Commission or the Municipal Securities Rulemaking Board, does not hold itself out as a municipal advisor, and does not undertake a fiduciary duty to a borrower or to any other party in connection with a financing. Nothing on this website and no communication from the Authority or its administrative agents should be construed as municipal advisory services, a recommendation, or advice on which a borrower, its governing body, or any investor should rely.
A borrower is responsible for its own decision to finance, for the terms it accepts, and for the accuracy of the information it provides. Each borrower is free to retain, and is encouraged to consider retaining, its own municipal advisor, counsel, and other professionals. Borrowers should consult their own advisors before entering into any financing.
Professionals Engaged by the Authority
The Authority's Board of Directors has engaged a municipal advisor and bond counsel to administer the Authority's programs and to act as its administrative agents. Those professionals are retained by, compensated by, and act on behalf of the Authority. They do not act as advisors to, and owe no duty to, a borrower, a member agency, an investor, or any other party, unless separately engaged by that party under a written agreement.
The Authority's disclosure for purposes of the independent registered municipal advisor exemption under SEC Rule 15Ba1-1(d)(3)(vi), where applicable to a particular financing, is available from the Authority on request and is posted with the materials for the relevant transaction.
Fees and Compensation
The Authority charges fees in connection with the financings it issues and administers. Those fees compensate the Authority for issuance, program administration, and the post-issuance obligations it carries for the life of a financing, and they fund the professionals the Authority engages.
The Authority's fees are customarily paid from the proceeds of the financing or by the borrower, are disclosed to the borrower before the transaction is approved, and are set out in the Authority's adopted fee schedule. Because the Authority is compensated in connection with financings it closes, a borrower should understand that the Authority has a financial interest in completing a transaction. This is a further reason a borrower should rely on its own advisors rather than on the Authority when deciding whether, when, and how much to finance.
Conflicts of Interest
The Authority has adopted a Conflict of Interest Code under the Political Reform Act, California Government Code section 87100 and following. Members of the Board of Directors and designated staff file annual Statements of Economic Interests (FPPC Form 700) and are subject to the disqualification requirements of that Act and to Government Code section 1090.
Board members who serve as officials of California public agencies may participate in or be affiliated with agencies that borrow through the Authority. Any such interest is disclosed on the record and handled under the Authority's Conflict of Interest Code and applicable law.
Continuing Disclosure
Where a financing is subject to SEC Rule 15c2-12, the borrower, and not the Authority, is the obligated person responsible for continuing disclosure. Annual reports and notices of listed events are filed with the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access system at emma.msrb.org. The Authority administers and monitors those obligations as part of its program administration, but does not assume them.
Official statements, indentures, and other transaction documents for the Authority's financings are available on EMMA and from the Authority on request.
California Debt Transparency Reporting
The Authority reports its debt to the California Debt and Investment Advisory Commission under Government Code section 8855, including the Report of Proposed Debt Issuance, the Report of Final Sale, and the Annual Debt Transparency Report. The Authority has adopted a debt management policy as that section requires.
As a joint powers authority that issues obligations for projects located outside the boundaries of its member agencies, the Authority also files the annual report required of such authorities under Government Code section 6599.1.
The Authority is audited by an independent certified public accountant each fiscal year under Government Code section 6505, and files its annual reports with the State Controller's Office.
Affiliations
The Authority is administered by principals of Weist Law, which serves as its general counsel and bond counsel, and of CalMuni Advisors, an SEC- and MSRB-registered municipal advisor that serves as its financial advisor. Their fees on any financing are disclosed to the borrower before the financing is approved. An agency may engage CalMuni Advisors or any independent advisor for optional advisory services.
Open Meetings and Public Records
The Authority is subject to the Ralph M. Brown Act, California Government Code section 54950 and following. Board meetings are open to the public, regular-meeting agendas are posted at least 72 hours in advance, and minutes are posted after the Board adopts them.
The Authority's records are public and may be requested under the California Public Records Act, Government Code section 7920.000 and following. Meeting agendas and notices are on the About & Governance page.
No Offer of Securities
This website is provided for general information about the Authority and its programs. It is not an offer to sell or a solicitation of an offer to buy any security, and it is not a substitute for the official statement, limited offering memorandum, or other disclosure document prepared for a financing. Any offering of the Authority's obligations is made only by the applicable offering document.
Information on this website speaks only as of the date it is posted. The Authority undertakes no obligation to update website content, and website content is not incorporated by reference into any offering document or continuing disclosure filing. Nothing on this website constitutes legal, tax, accounting, financial, or municipal advisory advice.
