Resolution No. 96951
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RESOLUTION NO. 9695
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING THE CONVERSION OF THE INTEREST
RATE PERIOD FOR VERNON NATURAL GAS FINANCING
AUTHORITY REVENUE BONDS; APPROVING A DISCLOSURE'
DOCUMENT IN CONNECTION WITH SUCH BONDS; AND
AUTHORIZING AND APPROVING OTHER DOCUMENTS AND
AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION
WITH THE CONVERSION OF SUCH BONDS OF THE AUTHORITY
WHEREAS, the City of Vernon (the "City") owns and operates a
Inatural gas distribution system (the "Gas System") for supplying
natural gas to the municipal electric system owned and operated by the
City for supplying the inhabitants, businesses and industries within
the City with electricity (the "Electric System") and has expanded the
operations of the Gas System to provide natural gas to businesses and
industries within the City; and
WHEREAS, the Gas System provides natural gas, and the
Electric System provides electricity, at rates which promote economic
development within the City; and
WHEREAS, the Vernon Natural Gas Financing Authority (the
"Authority") has been established as a separate entity under the
California Joint Exercise of Powers Act to undertake projects and
programs that promote economic development within the City; and
WHEREAS, such projects and programs include, among other
things, the Authority's issuance of bonds pursuant to any applicable
bond law, providing credit facilities and liquidity facilities for
such bonds, the entry into interest rate swap agreements with respect
to such bonds, the entry into agreement's with respect to the purchase
of natural gas by the Authority and the sale of natural gas to the
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WON
IlCity; and
WHEREAS, the Authority has issued, and there remains
outstanding, its Variable Rate Revenue Bonds (Vernon Gas Project), 2006
Series B (the "Series B Bonds") and its Variable Rate Revenue Bonds
(Vernon Gas Project), 2006 Series C (the "Series C Bonds") in an
aggregate principal amount of $207,4-95,000; and
WHEREAS, the Series B Bonds and the Series C Bonds were
issued pursuant to an Indenture of Trust (the "Master Indenture"),
dated as of June 1, 2006, between the Authority and The Bank of New
York Mellon Trust Company, N.A., as successor trustee (the "Trustee"),
as supplemented by the First Supplemental Indenture of Trust (the
"First Supplemental Indenture"), dated as of June 1, 2006, between the
Authority and the Trustee; and
WHEREAS, the Series B Bonds and the Series C Bonds were
issued in a Weekly Interest Rate Period as provided in the First
Supplemental Indenture; and
WHEREAS, the Authority and Citibank, N.A. have entered into a
Standby Bond Purchase Contract with respect to the Series B Bonds (the
"Series B Standby Agreement") and a separate Standby Bond Purchase
Contract with respect to the Series C Bonds (the "Series C Standby
Agreement"); and
WHEREAS, the City and Morgan Stanley Capital Services Inc.
("Morgan Stanley") have entered into certain interest rate swap
transactions relating to the City's 2004 Revenue Bonds (the
"Transactions"); and
WHEREAS, the City has determined to terminate the
Transactions and in connection therewith may enter into a Termination
Agreement with Morgan Stanley (such Termination Agreement, in the form
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presented to this meeting with such changes, insertions and deletions
as are made pursuant to this Resolution, being referred to herein as
the "Termination Agreement") and to make any payments due from the City
in connection with the Termination Agreements; and
WHEREAS, the Authority has determined to Convert the Interest
Rate Period for the Series B Bonds and Series C Bonds from a Weekly
Interest Rate Period to a Long -Term Interest Rate Period to the
respective maturities of such Bonds so that the Series B Bonds and
Series C Bonds shall be Fixed Rate Bonds; and
WHEREAS, in connection with the Conversion of the Series B
Bonds and the Series C Bonds to Fixed Rate Bonds, there has been
prepared a disclosure document in the form of a Preliminary Reoffering
Memorandum (such Preliminary Reoffering Memorandum in the form
presented concurrently herewith as Exhibit A, with such changes,
insertions and deletions as are made pursuant to this Resolution,'being
referred to herein as the "Preliminary Reoffering Memorandum"); and
WHEREAS, in connection with the Conversion of the Series B
Bonds and the Series C Bonds to Fixed Rate Bonds, there has been
prepared a Bond Purchase Contract (such Bond Purchase Contract in the
form presented concurrently herewith as Exhibit B, with such changes,
linsertions and deletions as are made pursuant to this Resolution, being
(referred to herein as the "Bond Purchase Contract"); and
WHEREAS, in connection with the Conversion of the Series B
Bonds and the Series C Bonds to Fixed Rate Bonds, there has been
prepared a form ofresolution to be considered by the Board of
Directors of the Authority (such resolution in the form presented
concurrently herewith as Exhibit E, being referred to herein as the
"Authority Resolution"); and
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WHEREAS,.in connection with the Conversion of the Series B
Bonds and the Series C Bonds to Fixed Rate Bonds, the City has been
advised it may be in the City's best interests to terminate the
Insurance Policy for the Series B Bonds and the Series C Bonds and the
and the 2006 Reserve Financial Guaranty and in connection therewith
may enter into a Cancellation Agreement with MBIA Insurance
Corporation, the Authority, the Trustee, and Citigroup Global Markets
Inc. as the owner of the Series B Bonds and the Series C Bonds (under
the Bond Purchase contract) upon the Conversion of such Bonds to Fixed
Rate Bonds (such Cancellation Agreement, in the form presented to this
meeting with such changes, insertions and deletions as are made
pursuant to this Resolution, being referred to herein as the
"Cancellation Agreement") and to make any payments due from the City
in connection with the Cancellation Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The Conversion of the Series B Bonds and the
Series C Bonds to Fixed Rate Bonds is hereby approved; provided that
none of the Series B Bonds or the Series C Bonds shall bear interest
as Fixed Rate Bonds at a rate in excess of eight percent per year.
Each of the Mayor, the Mayor Pro-Tem, the City Administrator, the
Treasurer, the�City Clerk and the City Attorney of the City shall
continue as an Authorized City Representative (each an "Authorized
City Representative") for all purposes of the Indenture. Each
Authorized City Representative is authorized and directed, acting
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1 singly, to take all actions and, in the name of, and on behalf of,
2 the City, to deliver all notices, directives, instruments,
3 certificates and any other document required or convenient in
4 completing the Conversion of the Series B Bonds and the Series C Bonds
5 to Fixed Rate Bonds.
6 SECTION 3: The Preliminary Reoffering Memorandum, in
7 substantially the form presented concurrently herewith as Exhibit A
8 and made a part hereof as though set forth in full herein, be and the
9 same is hereby approved. Each of the Authorized City Representatives,
10 acting singly, is hereby authorized to deliver to the Authority
11 Appendices A and B to the Preliminary Reoffering Memorandum and to
12 approve such changes, insertions and deletions to the forms of
13 Appendices A and B to the Preliminary Reoffering Memorandum presented
14 concurrently herewith as Exhibit A as may be deemed appropriate by the
15 approving officer. The delivery of the Preliminary Reoffering
16 Memorandum to Citigroup Global Markets Inc. is hereby authorized and
17 approved. The preparation of a final Reoffering Memorandum (the
18 "Reoffering Memorandum") in connection with the Conversion of the
19 Series B Bonds and the Series C Bonds to Fixed Rate Bonds is hereby
20 authorized and approved. The Reoffering Memorandum shall be in
21 substantially the form of the Preliminary Reoffering Memorandum, with
22 such changes, insertions and deletions as may be deemed appropriate by
23 the Authorized City Representative executing the Reoffering
24 Memorandum. Each of the Authorized City Representatives, acting
25 singly, is hereby authorized to execute the Reoffering Memorandum in
26 the name of, and on behalf of, the City. The delivery of the
27 Reoffering Memorandum to Citigroup Global Markets Inc. for
28 distribution to buyers of the Series B Bonds and the Series C Bonds as
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Fixed Rate Bonds is hereby authorized and approved. Each of the
Authorized City Representatives, acting singly, is hereby authorized
to approve and execute any amendment or supplement to the Reoffering
Memorandum contemplated by the Bond Purchase Contract in the name of,
and on behalf of, the City, and thereupon to cause such amendment or
supplement to be delivered to Citigroup Global'Markets Inc. The use
of the Preliminary Reoffering Memorandum and the Reoffering Memorandum
in connection with the offering and sale of the Series B Bonds and
Series C Bonds as Fixed Rate Bonds is hereby authorized and approved.
Each of the Authorized City Representatives, acting singly, is hereby
authorized to determine that the Preliminary Reoffering Memorandum and
the Reoffering Memorandum is deemed final for purposes of Rule 15c2-
12.
SECTION 4: The Bond Purchase Contract, in substantially the
form presented concurrently herewith as Exhibit B and made a part
hereof as though set forth in full herein, be and the same is hereby
approved. Each of the Authorized City Representatives, acting singly,
.is hereby authorized to execute the Bond Purchase Contract in the
name of, and on behalf of, the City, and to deliver the Bond Purchase
Contract to Citigroup Global Markets Inc with such changes, insertions
and deletions from the form of the Bond Purchase Contract presented
concurrently herewith as Exhibit B as may be deemed appropriate by the
officer executing the Bond Purchase Contract; provided that the fee to
be paid Citigroup Global Markets Inc in connection with the offering
of the Series B Bonds and Series C Bonds as Fixed Rate Bonds shall not
exceed one percent (10) of the principal amount of the Series B Bonds
and Series C Bonds purchased under the Bond Purchase Contract.
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SECTION 5: The Continuing Disclosure Agreement, in
substantially the form included in the Preliminary Reoffering
Memorandum presented concurrently herewith as Exhibit A, be and the
same is hereby approved. Each of the Authorized City Representatives,
Ilacting singly, is hereby authorized to execute the Continuing
Disclosure Agreement in the name of, and on behalf of, the City, and
to deliver the Continuing Disclosure Agreement to the Trustee with
such changes, insertions and deletions from the form of the Continuing
Disclosure Agreement.included in the Preliminary Reoffering Memorandum
presented concurrently herewith as Exhibit A as may be deemed
appropriate by the officer executing the Continuing Disclosure
jAgreement.
SECTION 6: The termination of the Transactions is hereby
authorized and approved. The Termination Agreement, in substantially
the form presented concurrently herewith as Exhibit C and made a part
hereof as though set forth in full herein, be and the same is hereby
approved. Each of the Authorized City Representatives, acting singly,
is hereby authorized to execute the Termination Agreement in the name
of, and on behalf of, the City, and deliver the Termination Agreement
to Morgan Stanley in the form presented to the meeting with such
changes, insertions and deletions as may be approved by the Authorized
City Representative executing the same, said execution being
conclusive evidence of such approval.
SECTION 7: In connection with such Termination Agreements,
the City intends to issue its Electric System Revenue Bonds, 2008
Taxable Series A (the "2008 Revenue Bonds"). There has been prepared a
disclosure document with respect to the 2008 Revenue Bonds in the form
of a Preliminary Official Statement (the "Preliminary Official
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Statement"). The Preliminary Official Statement, in substantially the
form presented concurrently herewith as Exhibit D and made a part
hereof as though set forth in full herein, be and the same is hereby
Ilapproved. Each of the Authorized City Representatives, acting singly,
Ilis hereby authorized to deliver the Preliminary Official Statement RBC
lDain Rauscher, Inc in the form presented concurrently herewith as
lExhibit D with such changes, insertions and deletions from the forms
of the Preliminary Official Statement presented concurrently herewith
as Exhibit D as may be deemed appropriate by the Authorized City
Representative determining that the Preliminary Official Statement is
deemed final for purposes of Rule 15c2-12. The preparation of a final
Official Statement (the "Official Statement") in connection with the
2008 Revenue Bonds is hereby authorized and approved. The Official
Statement shall be in substantially the form of the Preliminary
Official Statement, with such changes, insertions and deletions as may
be deemed appropriate by the Authorized City Representative executing
the Official Statement. Each of the Authorized City Representatives,
acting singly, is hereby authorized to execute the Official Statement
in the name of, and on behalf of, the City. The delivery of the
Official Statement to RBC Dain Rauscher, Inc. for distribution to
buyers of the 2008 Revenue Bonds is hereby authorized and approved.
Each of the Authorized City Representatives, acting singly, is hereby
authorized to approve and execute any amendment or supplement to the
Official Statement contemplated by any bond purchase contract (the
"2008 Bond Purchase Contract"), relating to the 2008 Revenue Bonds
approved by this Council, in the name of, and on behalf of, the City,
and thereupon to cause such amendment or supplement to be delivered to
RBC Dain Rauscher, Inc. The use of the Preliminary Official Statement
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and the Official Statement in connection with the offering and sale of
the 2008 Revenue Bonds is hereby authorized and approved. Each of the
lAuthorized City Representatives, acting singly, is hereby authorized
Ito determine that the Preliminary Official Statement and the Official
(Statement is deemed final for purposes of Rule 15c2-12.
SECTION 8: The termination of the Insurance Policy for the
Series B Bonds and the Series C Bonds, and the termination of the 2006
Reserve Financial Guaranty, is hereby authorized and approved. Each
of the Authorized City Representatives, acting singly, is hereby
authorized to determine if it is in the City's the best interest to
terminate the Insurance Policy for the Series B Bonds and the Series C
Bonds and the 2006 Reserve Financial Guaranty and, if such
determination is made, to take whatever action is necessary or
convenient in terminating the Insurance Policy for the Series B Bonds
and the Series C Bonds and the 2006 Reserve Financial Guaranty. The
Cancellation Agreement, in substantially the form presented
concurrently herewith as Exhibit F and made a part hereof as though
set forth in full herein, be and the same is hereby approved. Each of
the Authorized City Representatives, acting singly, is hereby
authorized to execute the Cancellation Agreement in the name of, and
on behalf of, the City, and deliver the Cancellation Agreement to the
other parties thereto, in the form presented to the meeting with such
changes, insertions and deletions as may be approved by the Authorized
City Representative executing the same, said execution being
conclusive evidence of such approval.
SECTION 9: Each Authorized City Representative and any
other proper official, officer or employee of the City,Lacting singly,
be and each of them hereby is authorized to execute and deliver any
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land all documents and instruments and to do and cause to be done any
land all acts and things necessary or convenient in carrying out the
transactions contemplated by this Resolution and the documents and
instruments approved or authorized by this Resolution, including,
1without limitation, entering into any agreements with respect to
continuing disclosure required by Rule 15c2-12, the termination of the
Series B Standby Agreement and the Series C Standby Agreement, the
termination of the Transactions, the making any determinations or
submission of any documents or reports which are required by any rule
for regulation of any governmental entity in connection with the
(Conversion of the Series B Bonds and the Series C Bonds to Fixed Rate
Bonds, the sale of the Series B Bonds and the Series C Bonds as Fixed
(Rate Bonds and the offering of the 2008 Revenue Bonds and the
authorization, execution, delivery of, and performance by the City of
its obligations under, the documents and instruments approved or
authorized by this Resolution.
SECTION 10: The Authority Resolution, and all transactions,
documents and actions approved or authorized by the Authority
Resolution, and the performance of the Authority's and the City's
obligations under, the transactions, documents and instruments
approved or authorized by the Authority Resolution and the other
actions contemplated by the Authority Resolution are hereby
authorized, approved, ratified, and confirmed.
SECTION 11: All actions heretofore taken by any committee of
(this City Council, or any official, officer, employee, representative
or agent of the City, in connection with the Conversion of the Series
B Bonds and the Series C Bonds to Fixed Rate Bonds, or the
authorization, execution, delivery, or performance of the City's
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1 obligations under, the transactions, documents and instruments
2 approved or authorized by this Resolution and the other actions
3 contemplated -by this Resolution, are hereby ratified, approved and
4 confirmed. r
5 SECTION 12: Capitalized terms used herein and not otherwise
6 defined shall have the meanings given such terms in the Master
7 Indenture and the First Supplemental Indenture.
8 SECTION 13: The City Clerk of the City of Vernon shall
9 certify to the passage of this resolution, and thereupon and
10 thereafter the same shall be in full force and effect.
11 APPROVED AND ADOPTED this 18th day of August, 2008.
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Name: Hilario Gonzales
14
Title: M-a� / Mayor Pro-Tem
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16 ATTEST:
17"",a
18 M NUELA GIRO , City Clerk
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1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES )
3
4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution No. 9695, was
6 duly adopted by the City Council of the City of Vernon at a regular
7 meeting of the City Council duly held on Monday, August 18, 2008, and
8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
9 Vernon.
10
11 02�
MANUELA 12 GIRO , City Clerk
13 (SEAL)
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INDEX OF EXHIBITS TO RESOLUTION NO. 9695
(PRESENTED CONCURRENTLY WITH RESOLUTION AND A PART THEREOF)
EXHIBIT A
FORM PRELIMINARY REOFFERING MEMORANDUM
EXHIBIT B
FORM BOND PURCHASE CONTRACT
EXHIBIT C
FORM MORGAN STANLEY SWAP TERMINATION
AGREEMENT
EXHIBIT D
FORM 2008 ELECTRIC BONDS PRELIMINARY OFFICIAL
STATEMENT
EXHIBIT E
FORM RESOLUTION NO. VNGFA-0010 - A
RESOLUTION OF THE BOARD OF DIRECTORS OF
THE VERNON NATURAL GAS FINANCING
AUTHORITY APPROVING THE CONVERSION OF
THE INTEREST RATE PERIOD FOR AUTHORITY
REVENUE BONDS; APPROVING A DISCLOSURE
DOCUMENT IN CONNECTION WITH SUCH BONDS;
AND AUTHORIZING AND APPROVING OTHER
DOCUMENTS AND AUTHORIZING CERTAIN OTHER
ACTIONS IN CONNECTION WITH THE
CONVERSION OF SUCH BONDS
EXHIBIT F FORM MBIA CANCELLATION AGREEMENT
FORM PRELIMINARY REOFFERING EXHIBIT A
MEMORANDUM
PRELIMINARY REOFFERING MEMORANDUM DATED AUGUST 2008
REMARKETING; NOT A NEW ISSUE
FULL BOOK -ENTRY ONLY
Ratings - Moody's: A2
S&P: AA
(See "RATINGS." herein)
In connection with the issuance of the 2006 B and C Bonds, Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the
Authority, previously delivered its opinion dated June 27, 2006, to the effect that, based on an analysis of existing laws,
regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and
compliance with certain covenants, interest on the 2006 B and C Bonds is excluded from gross income for federal income tax
purposes under Section 103 ofthe Internal Revenue Code of 1986 and is exempt from State oj'California personal income taxes.
In such opinion, Bond Counsel observed that interest on the 2006 B and C Bonds was not a specific preference item for purposes
of the federal individual or corporate alternative minimum taxes, although Bond Counsel observed that such interest is included
in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expressed no
opinion regarding any other tax consequences related to the ownership or disposition of; or the accrual or receipt of interest on,
the 2006 B and C Bonds. See "TAX MATTERS" herein.
$207,495,000
VERNON NATURAL GAS FINANCING AUTHORITY
(CALIFORNIA)
Variable Rate Revenue Bonds (Vernon Gas Project)
$103,765,000
2006 Series B
$103,730,000
2006 Series C
Date of Initial Issuance: June 27, 2006 Price 100% Due: August 1, as shown on inside front cover
This cover page contains certain information for general reference only. It is not intended to be a summary
of the security or terms of this issue. Investors are advised to read the entire Reoffering Memorandum to obtain
information essential to the making of an informed investment decision. Capitalized terms used on this cover page
not otherwise defined shall have the meanings set forth in Appendix D attached hereto.
The Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds (Vernon Gas Project), 2006
Series B (the "2006 Series B Bonds") and 2006 Series C (the "2006 Series C Bonds" and together with the 2006
Series B Bonds, the "2006 B and C Bonds") were issued by the Vernon Natural Gas Financing Authority (the
"Authority") as variable rate bonds on June 27, 2006 pursuant to an Indenture of Trust, as supplemented by a First
Supplemental Indenture of Trust (the "Indenture"), each dated as of June 1, 2006 and each between the Authority
and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee").
The Authority has determined to convert the 2006 B and C Bonds to Fixed Rate Bonds under the Indenture
with the interest rate fixed to maturity. As Fixed Rate Bonds, the 2006 B and C Bonds are not subject to mandatory
or optional tender for purchase.
The 2006 B and C Bonds are payable solely from and secured by the Trust Estate pledged under the
Indenture, which consists primarily of payments to be made by the City of Vernon, California (the "City") pursuant
to the Natural Gas Purchase Agreement (the "Gas Supply Agreement"), between the Authority and the City.
Amounts to be paid by the City under the Gas Supply Agreement are special obligations payable solely from
arnounts in the Light and Power Fund as an Operating and Maintenance Expense of the City's Electric System, and
the obligation of the City to make such payments from such amounts is absolute and unconditional. See
"SECURITY AND SOURCES OF PAYMENT."
Interest on the 2006 B and C Bonds is payable on each February 1 and August 1, commencing February 1,
2009. The 2006 B and C Bonds are issuable in fully registered form, in denominations of $5,000 and integral
multiples of $5,000. The 2006 B and C Bonds are registered in the name of Cede & Co., as nominee of The
Depository Trust Company ("DTC") under the book -entry only system maintained by DTC. While DTC is the
securities depository for the 2006 B and C Bonds, principal of and interest on the 2006 B and C Bonds will be
OHS West:260486794.2
payable by the Trustee to DTC, which is obligated in Cum to remit such payments to its DTC participants for
subsequent disbursement to beneficial owners of the 2006 B and C Bonds, as more fully described herein.
MBIA Insurance Corporation (the "Insurer") has issued a separate financial guaranty insurance policy
insuring the scheduled payments when due of principal of and interest on (but not premium on) each Series of the
2006 Series B and C Bonds.
[MBIA LOGO]
The 2006 B and C Bonds are special obligations of the Authority. The 2006 B and C Bonds are
payable by the Authority solely from, and secured solely by a pledge of, the Trust Estate pursuant to
Indenture. The 2006 B and C Bonds are not secured by a legal or equitable pledge of, or lien or charge upon,
any property of the Authority or any of its income or receipts except the Trust Estate, which pledge is subject
to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and
conditions set forth therein. Neither the faith and credit nor the taxing power of the State of California, the
Authority, the City, or any other public agency is pledged to the payment of the 2006 B and C Bonds, and the
issuance of the 2006 B and C Bonds shall not directly, indirectly or contingently obligate the Authority, the
State of California or any political subdivision thereof, including the City, to levy or pledge any form of
taxation or to make any appropriation for the payment of the 2006 B and C Bonds.
Citi
Dated:
OHS West:260486794.2
[Red Herring language]
This Preliminary Reoffering Memorandum and the information contained herein are subject to completion or
amendment without notice. These securities may not be sold nor may offers to buy be accepted prior to the time the
Reoffering Memorandum is delivered in final form. Under no circumstances shall this Preliminary Reoffering
Memorandum constitute an offer to sell or a solicitation of an offer to buy nor shall there by any sale of these
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
OHS West:260486794.2
$103,765,000
VERNON NATURAL GAS FINANCING AUTHORITY
(CALIFORNIA)
Variable Rate Revenue Bonds (Vernon Gas Project), 2006 Series B
$33,545,0000 Serial Bonds
Maturity Principal Interest
(August 1) Amount Rate Yield
2009 $6,180,000 % %
2010 6,430,000
2011 6,640,000
2012 7,020,000
2013 7,275,000
$70,220,000 _% Term Bond due August 1, 2021 Price
$103,730,000
VERNON NATURAL GAS FINANCING AUTHORITY
(CALIFORNIA)
Variable Rate Revenue Bonds (Vernon Gas Project), 2006 Series C
$33,525,0000 Serial Bonds
Maturity Principal Interest
(August 1)
Amount Rate Yield
2009
$6,180,000 % %
2010
6,425,000
2011
6,635,000
2012
7,015,000
2013
7,270,000
$70,205,000 _% Term Bond due August 1, 2021 Price _%
OHS West:260486794.2
No dealer, broker, salesperson or other person has been authorized by the Authority or the Underwriter to
give any information or to make any representations other than those contained herein and, if given or made, such
other information or representation must not be relied upon as having been authorized by any of the foregoing. This
Reoffering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of the 2006 B and C Bonds by any person in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Statements contained in this Reoffering Memorandum that include forecasts, estimates or matters of
opinion, whether or not expressly stated as such, are intended solely as such and are not to be construed as
representations of fact. The information set forth herein has been furnished by the Authority, the City, the Insurer,
the Guarantor and other sources that are believed to be reliable, but is not guaranteed as to accuracy or completeness,
and is not to be construed as a representation by the Underwriter. With respect to the information set forth under
"BOND INSURANCE", no representation is made by the Authority, the City or the Underwriter as to the accuracy
or adequacy of such information, or that any information referred to therein as being incorporated in this Reoffering
Memorandum by reference is correct. Such information has not been independently verified or confirmed by the
Authority, the City or the Underwriter.
The information and expressions of opinions herein are subject to change without notice, and neither the
delivery of this Reoffering Memorandum nor any sale made hereunder shall create, under any circumstances, any
implication that there has been no change in the affairs of the Authority, the City, the Insurer or the Guarantor since
the date hereof. This Reoffering Memorandum, including any supplement or amendment hereto, is intended to be
deposited with one or more repositories.
The Underwriter has provided the following sentence for inclusion in this Reoffering Memorandum. The
Underwriter has reviewed the information in this Reoffering Memorandum in accordance with, and as part of, its
responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this
transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
CAUTIONARY STATEMENTS REGARDING
FORWARD -LOOKING STATEMENTS IN
THIS REOFFERING MEMORANDUM
Certain statements included or incorporated by reference in this Reoffering Memorandum and the
Appendices hereto constitute "forward -looking statements." Such statements are generally identifiable by the
terminology used such as "plan," "expect," "estimate," "budget" or other similar words. Such forward -looking
statements include, but are not limited to, certain statements contained in Appendix A to this Reoffering
Memorandum under the captions "SUMMARY OF OPERATING RESULTS —Management's Discussion of
Operating Results," "DEVELOPMENTS IN THE CALIFORNIA ENERGY MARKETS" and "RATE
REGULATION." Forward -looking statements in this Reoffering Memorandum are subject to risks and
uncertainties, including particularly those relating to natural gas costs and availability, wholesale and retail electric
energy and capacity prices, federal and state legislation and regulations, competition and industry restructuring, and
the economy of the service area of the City's Electric System.
The achievement of any results or the realization of other expectations contained in such forward -looking
statements involve known and unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by such forward -looking statements. Neither the City nor the Authority plans to issue any
updates or revisions to those forward -looking statements.
OHS West:260486794.2
CITY OF VERNON
City Council
Leonis C. Malburg, Mayor
Hilario Gonzalez, Mayor Pro Tem
William J. Davis, Councilmember
W. Michael McCormick, Councilmember
Thomas A. Ybarra, Councilmember
City Officials
Eric T. Fresch, City Administrator
Jeff A. Harrison, City Attorney
Rory Burnett, Finance Director
Sharon Duckworth, City Treasurer
Manuela Giron, City Clerk
VERNON NATURAL GAS FINANCING AUTHORITY
Board of Directors
Leonis C. Malburg, Chairman
Hilario Gonzalez, Vice Chairman
Thomas A. Ybarra, Secretary
William J. Davis, Member
W. Michael McCormick, Member
Officers
Manuela Giron, Executive Director
Thomas A. Ybarra, Secretary
SPECIAL SERVICES
Orrick, Herrington & Sutcliffe LLP
Los Angeles, California
Bond Counsel
Bond Logistix, LLC
Los Angeles, California
Financial Consultant
The Bank of New York Mellon Trust Company, N.A.
Los Angeles, California
Trustee
OHS West:260486794.2
TABLE OF CONTENTS
Page
INTRODUCTION.....................................:................................................................................................. 1
Purpose of Reoffering Memorandum............................................................................................. 1
Conversion of the 2006 B and C Bonds......................................................................................... 1
Authority for Issuance of the 2006 B and C Bonds........................................................................ 2
Other 2006 Bonds and Other Obligations...................................................................................... 2
TheAuthority................................................................................................................................. 2
The City and the Electric System................................................................................................... 2
GasSupply Acquisition.................................................................................................................. 3
Guarantee of Gas Supplier Payment Obligations........................................................................... 3
Security and Sources of Payment................................................................................................... 4
BondInsurance............................................................................................................................... 4
Debt Service Reserve Fund............................................................................................................ 4
OtherMatters.................................................................................................................................. 4
THE 2009 LONG-TERM PERIOD............................................................................................................ 5
General........................................................................................................................................... 5
Effects of Failed Conversion on August 3, 2009, and Thereafter .................................................. 5
THE2006 B AND C BONDS..................................................................................................................... 6
General........................................................................................................................................... 6
Determination of the Long -Term Interest Rate..............................................................................
7
Conversion from Long -Term Interest Rate Period.........................................................................
8
Additional Conditions to Conversion.............................................................................................
8
Failureto Meet Conditions.............................................................................................................
9
Tender and Purchase of 2006 B and C Bonds During 2009 Long -Term Period
............................ 9
Source of Funds for Purchase of 2006 B and C Bonds................................................................
10
Redemption Provisions.................................................................................................................
10
BOOK -ENTRY ONLY SYSTEM............................................................................................................ 12
ACQUISITIONOF GAS SUPPLY.......................................................................................................... 15
Financing...................................................................................................................................... 15
Acquisition and Delivery of Gas Supply...................................................................................... 15
Guarantee of Payment Obligations of the Gas Supplier............................................................... 16
SwapAgreement.......................................................................................................................... 17
Saleof Gas to the City .................................................................................................................. 17
SECURITY AND SOURCES OF PAYMENT......................................................................................... 18
Pledge Effected by the Indenture................................................................................................. 18
Application of Amounts in Revenue Fund................................................................................... 20
RateCovenant.............................................................................................................................. 21
Other Parties Secured by the Trust Estate.................................................................................... 21
Debt Service Reserve Fund.......................................................................................................... 22
Debt Service Reserve Fund Surety Bond..................................................................................... 23
BondInsurance............................................................................................................................. 23
OHS West:260486794.2
Deleted: OHS Wesr.260472363.1
11 41612-1 JRH/JRH
TABLE OF CONTENTS
(continued)
Page
ParityObligations......................................................................................................................... 24
Limitationson Remedies.............................................................................................................. 24
BONDINSURANCE................................................................................................................................ 24
ThePolicies.................................................................................................................................. 25
MBIAInsurance Corporation ....................................................................................................... 25
Regulation.................................................................................................................................... 26
Financial Strength Ratings of the Insurer..................................................................................... 26
MBIA Financial Information........................................................................................................ 26
Incorporation of Certain Documents by Reference...................................................................... 27
THEAUTHORITY................................................................................................................................... 28
LITIGATION.......................................................................................................................................28
TAXMATTERS....................................................................................................................................... 29
RATINGS.......................................................................................................................................30
REMARKETINGAGREEMENT............................................................................................................ 31
CONTINUINGDISCLOSURE................................................................................................................ 31
BASIC FINANCIAL STATEMENTS....................................................................................................... 31
APPENDIX A — CITY OF VERNON ELECTRIC SYSTEM................................................................ A-1
APPENDIX B — AUDITED FINANCIAL STATEMENTS OF THE CITY OF VERNON FOR
THE FISCAL YEARS ENDED JUNE 30, 2007 AND JUNE 30, 2006..................... B-1
APPENDIX C — CERTAIN DEFINITIONS........................................................................................... C-1
APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE ......................... D-1
APPENDIX E — OPINION OF BOND COUNSEL.................................................................................E-1
APPENDIX F — SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY .............................. F-1
APPENDIX G — CONTINUING DISCLOSURE AGREEMENT......................................................... G-1
Deleted: OHS West:260472363,1 1
41612-1 JRH/JRH J
I- - ---- _ _.. _ -- - - - - _ ., - _ _ --11- - -
OHS West:260486794.2
REOFFERING MEMORANDUM
$207,495,000
VERNON NATURAL GAS FINANCING AUTHORITY
(CALIFORNIA)
Variable Rate Revenue Bonds (Vernon Gas Project)
$103,765,000 $103,730,000
2006 Series B 2006 Series C
INTRODUCTION
This Introduction is qualified in its entirety by reference to the more detailed information included and
referred to elsewhere in this Reoffering Memorandum. The offering of the 2006 B and C Bonds is made only by
means of the entire Reoffering Memorandum, Capitalized terms used in this Reoffering Memorandum and not
otherwise defined shall have the respective meanings assigned to them in Appendix C attached hereto.
Purpose of Reoffering Memorandum
The purpose of this Reoffering Memorandum (which includes the cover page and the appendices attached
hereto) is to provide information concerning the Conversion to Fixed Rate Bonds of $103,765,000 aggregate
principal amount of Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds (Vernon Gas Project),
2006 Series B (the "2006 B Bonds") and $103,730,000 aggregate principal amount of Vernon Natural Gas
Financing Authority Variable Rate Revenue Bonds (Vernon Gas Project), 2006 Series C (the "2006 C Bonds" and
together with the 2006 B Bonds, the "2006 B and C Bonds"). The 2006 B and C Bonds were issued by the Vernon
Natural Gas Financing Authority (the "Authority") on June 27, 2006 pursuant to an Indenture of Trust, as
supplemented by a First Supplemental Indenture of Trust (the "Indenture"), each dated as of June 1, 2006 and each
between the Authority and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the
"Trustee").
Conversion of the 2006 B and C Bonds
The Authority, at the direction of the City of Vernon (the "City"), has determined to convert the 2006 B
and C Bonds from beating interest in the Weekly Interest Rate Period to Fixed Rate Bonds, that is Bonds in a Long -
Term Interest Rate Period to maturity. Fixing the interest rate on the 2006 B and C Bonds permits the Authority to
avoid the market disruption and increased interest rates currently affecting weekly interest rate securities. The
proceeds of the remarketing of the 2006 B and C Bonds as Fixed Rate Bonds will be applied to the payment of the
Purchase Price of the 2006 B and C Bonds tendered for purchase in connection with such Conversion.
As Fund Rate Bonds, the 2006 B and C Bonds are not subject to mandatory tender for purchase nor may
the 2006 B and C Bonds be tendered for purchase at the option of the Owner. As Fixed Rate Bonds, the 2006 B and
C Bonds are subject to optional and mandatory redemption prior to maturity. See "THE 2006 B AND C BONDS —
Redemption Provisions."
Authority for Issuance of the 2006 B and C Bonds
The 2006 B and C Bonds were issued by the Authority on June 27, 2006 pursuant to (i) Article 4 of the
Joint Exercise of Powers Act, constituting Chapter 5 of Division 7 of Title 1 of the California Government Code (the
"Joint Powers Act"), and (ii) the Indenture.
OHS West:260486794.2
Other 2006 Bonds and Other Obligations
Simultaneously with the issuance of the 2006 B and C Bonds, the Authority issued, and there remains
outstanding under the Indenture, $179,650,000 aggregate principal amount of Variable Rate Revenue Bonds
(Vernon Gas Project), 2006 Series A (the "2006A Bonds" and, together with the 2006 B and C Bonds, the "2006
Bonds"). The 2006 Bonds, and any other Bonds issued pursuant to the Indenture, are equally and ratably payable
from the amounts in the Revenue Fund and are equally and ratably secured by the pledge of the Trust Estate under
the Indenture.
Under the Indenture, the Authority may incur obligations payable from the Revenue Fund on a parity basis
with the 2006 Bonds, including agreements relating to Liquidity Facilities and Qualified Swap Agreements. See
"SECURITY AND SOURCES OF PAYMENT — Other Parties Secured by Trust Estate" and "— Parity Obligations."
Concurrently with the Conversion of the 2006 B and C Bonds, the City expects to issue approximately
$100 million of new revenue bonds (the "2008 Electric Revenue Bonds") payable from, and secured by a pledge of,
the net revenues of the City's municipal electric system (the "Electric System"). The City contemplates issuing the
2008 Electric Revenue Bonds under a new indenture (the "2008 Indenture") and applying a portion of the net
proceeds of the 2008 Electric Revenue Bonds to the payment of Termination Payments due upon termination of
certain interest rate swap transactions (including one related to the 2006 B and C Bonds), the costs of Converting the
2006 B and C Bonds to Fixed Rate Bonds, and the financing of certain existing Electric System assets. The City
may in the future issue other bonds and incur other obligations payable from the Electric System net revenues under
the 2008 Indenture, or other indentures or issuing instruments or contracts.
The Authority
The Authority is serving as a conduit issuer of the 2006 B and C Bonds on behalf the City. As described
below, the 2006 B and C Bonds are special obligations of the Authority payable only from the Trust Estate pledged
under the Indenture which consists primarily of amounts to be paid by the City from its Light and Power Department
Fund (the "Light and Power Fund"). See "THE AUTHORITY" and "SECURITY AND SOURCES OF
PAYMENT."
The City and the Electric System
The City is a chartered city of the State of California (the "State"), consisting of approximately 5.2 square
miles and located in Los Angeles County, approximately four miles southeast of downtown Los Angeles. The City
was established in 1905 with the objective of promoting industrial activity. There are approximately 1,800
businesses located in the City employing approximately 50,000 persons. The City is almost exclusively industrial,
with an estimated resident population of 110 as of January 1, 2008.
Pursuant to California law and its Charter, the City has established its Light and Power Department, which
is responsible for the operation of the City's municipal electric system (the "Electric System"). All revenues of the
Electric System are credited to, and all expenses of the Electric System are payable from, the Light and Power Fund.
The function of the Electric System is to supply electricity to the businesses, industries and residents of the City.
The Electric System has been in operation since 1933. For the Fiscal YearendedJune 30, 2008, the Electric System
provided approximately 1,232 million kilowatt hours ("kWh") of electricity to 1,692 customers, using a total of
1,959 meters, almost all of which are commercial and industrial entities. See APPENDIX A — "CITY OF VERNON
ELECTRIC SYSTEM."
Gas Supply Acquisition
The Authority applied a portion of the proceeds of the original issuance of the 2006 Bonds to purchase a
fifteen -year prepaid supply of natural gas (the "Gas Supply") from Citigroup Energy Inc. (the "Gas Supplier")
pursuant to an Agreement for the Purchase and Sale of Natural Gas, dated as of June 27, 2006 (the "Gas Purchase
Agreement"), between the Authority and the Gas Supplier. The Authority's rights under the Gas Purchase
Agreement, including the Gas Supply and the Guarantee (as described below under "— Guarantee of Gas Supplier Deleted• OHS west:260472363�
41612-1 JRH/JRH
pHS_West:260486794.2 2
Payment Obligations"), were assigned, sold and transferred to the City, and purchased by the City, pursuant to the
Natural Gas Purchase Agreement, dated as of June 1, 2006 (the "Gas Supply Agreement") between the Authority
and the City. As consideration for such assignment, sale and transfer, the City has agreed to make the Bond
Payments, the Qualified Swap Payments, the Bank Payments and the Additional Gas Payments and to pay various
other fees and expenses relating to the 2006 Bonds. The City's payment obligations under the Gas Supply
Agreement are special obligations payable solely from amounts in the Light and Power Fund and the obligations to
snake such payments from such amounts are absolute and unconditional, regardless of whether gas is actually
provided to the City under the Gas Supply Agreement.
Upon receipt of Electric System Revenues, the City deposits all such amounts into the Light and Power
Fund. The City has covenanted in the Gas Supply Agreement to apply the moneys in the Light and Power Fund to
the payment of Operation and Maintenance Expenses then due and payable, which include the Bond Payments, the
Qualified Swap Payments, the Bank Payments, the Additional Gas Payments and all other amounts due under the
Gas Supply Agreement, before applying such moneys to any other purpose set forth in the City Bond Indenture.
The amounts due from the City to the Authority, including the Bond Payments, the Qualified Swap
Payments, the Bank Payments and the Additional Gas Payments, are not secured by a legal or equitable
pledge of, or lien or charge upon, any property of the City or any of its income or receipts but are payable
only from amounts in the Light and Power Fund. Neither the faith and credit nor the taxing power of the
State, the City or any other public agency is pledged to the payment of amounts due under the Gas Supply
Agreement, and the execution and delivery of the Gas Supply Agreement do not directly, indirectly or
contingently obligate the City, the State or any political subdivision thereof to levy or'pledge any form of
taxation or to make any appropriation for the payments due thereunder.
For a further description of the City's obligations under the Gas Supply Agreement, see "SECURITY AND
SOURCES OF PAYMENT — The Gas Supply Agreement."
Guarantee of Gas Supplier Payment Obligations
Under certain circumstances, the Gas Supplier may be obligated to make a payment to the Authority in lieu
of gas required to be delivered under the Gas Purchase Agreement and upon the termination of the Gas Purchase
Agreement prior to its stated termination date. All amounts payable by the Gas Supplier under the Gas Purchase
Agreement, including any amount payable by the Gas Supplier upon any such early termination of the Gas Purchase
Agreement, is guaranteed by Citigroup Inc. (the "Guarantor") pursuant to the Guarantee (the "Guarantee"), from the
Guarantor to the Authority. See "ACQUISITION OF GAS SUPPLY — Guarantee of Payment Obligations of the
Gas Supplier."
Security and Sources of Payment
The 2006 B and C Bonds are payable solely from and secured solely by the Trust Estate pledged therefor
under the Indenture, including primarily payments to be [Wade by the City from amounts in the Light and Power
Fund pursuant to the Gas Supply Agreement.
The 2006 B and C Bonds are special obligations of the Authority. The 2006 B and C Bonds are
payable by the Authority solely from, and secured solely by a pledge of, the Trust Estate pursuant to the
Indenture. The 2006 B and C Bonds are not secured by a legal or equitable pledge of, or lien or charge upon,
any property of the Authority or any of its income or receipts except the Trust Estate, which pledge is subject
to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and
conditions set forth in the Indenture. Neither the faith and credit nor the taxing power of the State, the
Authority, the City, or any other public agency is pledged to the payment of the 2006 B and C Bonds, and the
issuance of the 2006 B and C Bonds shall not directly, indirectly or contingently obligate the Authority, the
State or any political subdivision thereof, including the City, to levy or pledge any form of taxation or to
make any appropriation for the payment of the 2006 B and C Bonds.
Deleted: OHS West:26047236 1.
`41612-1 JRH/JRH
PHS_West:260486-794_2 3
For a further description of the security for and sources of payment of the 2006 B and C Bonds, see
"SECURITY AND SOURCES OF PAYMENT."
Bond Insurance
Payment of the principal of and interest on each Series of the 2006 Series B and C Bonds when due is
insured by a separate financial guaranty insurance policy (collectively, the "Policies") issued by MBIA Insurance
Corporation (the "Insurer") simultaneously with the delivery of the 2006 B and C Bonds. See "BOND
INSURANCE" and "RATINGS" herein.
Debt Service Reserve Fund
Pursuant to the Indenture, the Debt Service Reserve Fund is required to be maintained in an amount equal
to the Debt Service Reserve Requirement. As of August , 2008, the sum of $37,520,496 was on deposit in the
Debt Service Reserve Fund, satisfying the Debt Service Reserve Requirement. Amounts on deposit in the Debt
Service Reserve Fund will be applied to make up any deficiency in the Debt Service Fund for the payment when due
of principal of or interest on the 2006 B and C Bonds and any other Bonds issued under the Indenture. See
"SECURITY AND SOURCES OF PAYMENT— Debt Service Reserve Fund."
Other Matters
The summaries of and references to all documents, statutes, reports and other instruments referred to herein
do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its
entirety by reference to each document, statute, report or instrument.
Attached to this Reoffering Memorandum as Appendix D are summaries of certain provisions of the
Indenture. Copies of the Indenture, the Gas Supply Agreement and the Gas Purchase Agreement are available for
inspection at the offices of the Trustee, and copies of the Indenture will be provided by the Trustee upon request and
payment of duplication costs.
THE 2006 B AND C BONDS
General
The 2006 B and C Bonds are dated June 27, 2006 and will mature on August 1 in the years and in the
principal amounts set forth on the inside front cover of this Reoffering Memorandum, subject to prior redemption as
described herein under "Redemption Provisions." The 2006 B and C Bonds were issued as fully registered Bonds in
book -entry form only and were registered, in the name of Cede & Co., as nominee of DTC. The 2006 B and C
Bonds may be purchased only in denominations of $5,000 and integral multiples of $5,000 (each, an "Authorized
Denomination').
The 2006 B and C Bonds will bear interest, payable on each February 1 and August 1, commencing
February 1, 2009 (each, an "Interest Payment Date"), at the rates set forth on the inside front cover of this
Reoffering Memorandum. Interest will be computed on the basis of a 360-day year based on twelve 30-day months.
If an hnterest Paymeni Date is not a Business Day, the interest payment will be made on the next succeeding
Business Day, with the same force and effect as if made on the stated Interest Payment Date, and no interest will
accrue for the intervening period.
Principal of and interest on the 2006 B and C Bonds will be paid by the Trustee from moneys in the Debt
Service Fund. So long as records of ownership of the 2006 B and C Bonds are maintained through the Book -Entry
Only System described below, all payments to the Beneficial Owners of the 2006 B and C Bonds, including
payments of principal and interest, will be made in accordance with the procedures described below under "BOOK -
ENTRY ONLY SYSTEM."
Deleted: OHS W UQ60472363.1
�41612-1 JRH/JRH JI
HS West:260486794.2 4
In the event the Book -Entry Only System is discontinued, principal of the 2006 B and C Bonds would be
payable upon presentation of the 2006 B and C Bonds to the Trustee at its Principal Office by the Owners thereof,
and interest on the 2006 B and C Bonds would be payable on each Interest Payment Date by the Trustee by check
mailed on the date on which interest is due to the Owners of the 2006 B and C Bonds at the close of business on the
Record Date in respect of such Interest Payment Date at the registered addresses of Owners as they appear on the
registration books maintained by the Trustee.
The Record Date with respect to any Interest Payment Date for the 2006 B and C Bonds as Fixed Rate
Bonds (whether or not the 2006 B and C Bonds are in a Book -Entry Only System) is the fifteenth day of the month
immediately preceding the Interest Payment Date.
Redemption Provisions
Mandatory Sinking Fund Redemption. The 2006 B Bonds maturing on August 1, 2021 are subject to
mandatory sinking fund redemption, in part, by lot, from Sinking Fund Installments on each date set forth below, at
a redemption price equal to the principal amount of the 2006 B Bonds to be redeemed, without premium. Sinking
Fund Installments for such 2006 B Bonds shall be due on the following dates and in the following amounts:
Sinking Fund
Installment Due Date
(August 1)
Sinking Fund
Installment
2014
$ 7,575,000
2015
7,895,000
2016
8,195,000
2017
8,565,000
2018
8,925,000
2019
9,290,000
2020
9,705,000
2021 *
10,070,000
* Final Maturity
The 2006 C Bonds maturing on August 1, 2021 are subject to mandatory sinking fund redemption, in part,
by lot, from Sinking Fund Installments on each date set forth below, at a redemption price equal to the principal
amount of the 2006 C Bonds to be redeemed, without premium. Sinking Fund Installments for such 2006 C Bonds
shall be due on the following dates and in the following amounts:
Sinking Fund
Installment Due Date
Sinking Fund
(August 1)
Installment
2014
$ 7,575,000
2015
7,895,000
2016
8,190,000
2017
8,565,000
2018
8,920,000
2019
9,285,000
2020
9,705,000
2021*
10,070,000
* Final Maturity
Deleted: OHS West26NM63.1
41612-1 JRH/JRH
OHS West:26048679C.2 5
In the event any 2006 B Bonds and/or 2006 C Bonds maturing on August I, 2021 are purchased by the City
or the Authority and surrendered for cancellation or redeemed at the option of the Authority, the remaining Sinking
Fund Installments for the 2006 B Bonds and/or 2006 C Bonds, as applicable, shall be reduced, in an aggregate
amount equal to the principal amount of such 2006 B Bonds and 2006 C Bonds so surrendered and redeemed, as
directed in writing by the City, and in the absence of such direction, as proportionately as possible in integral
multiples of the applicable Authorized Denominations.
Optional Redemption. The 2006 B and C Bonds maturing prior to August 1, 2021 are not subject to
redemption at the option of the Authority. The 2006 B and C Bonds maturing on and after August 1, 2021 are
subject to redemption at the option of the Authority, in whole or on part, on any day on and after February 1, 2017,
at the following redemption prices (expressed as a percentage of the principal amount of the 2006 B and C Bonds to
be redeemed) plus unpaid, accrued interest, if any, to the redemption date:
Redemption Period Redemption
(Dates Inclusive) Price
February 1, 2017 to January 31, 2018 101%
February 1, 2018 and thereafter 100
Notice of Redemption. In the event any 2006 B and C Bonds are called for redemption, the Trustee shall
give notice, in the name of the Authority, of the redemption of such 2006 B and C Bonds, which notice shall be
mailed, by first class mail, postage prepaid, not more than sixty (60) nor less than thirty (30) days before the
redemption date to the Owners of the 2006 B and C Bonds to be redeemed (in whole or in part) at their addresses
appearing in the Bond Register. Such notice shall specify the Series and maturity date of the 2006 B and C Bonds to
be redeemed, the redemption date and the place or places where amounts due upon such redemption shall be payable
and, if less than all of the 2006 B and C Bonds of any Series and maturity are to be redeemed, the letters and
numbers or other distinguishing marks of such 2006 B and C Bonds to be so redeemed, and, in the case of 2006 B
and C Bonds to be redeemed in part only, such notice shall also specify the respective portions of the principal
amount thereof to be redeemed. Such notice shall further state that on the date scheduled for redemption and
provided sufficient funds are deposited with the Trustee therefor, interest on the 2006 B and C Bonds to be
redeemed shall cease to accrue and be payable.
Receipt of such notice shall not be a condition precedent to the redemption of 2006 B and C Bonds and
failure of any Owner of a 2006 B and C Bond to receive any such notice or any insubstantial defect in such notice
shall not affect the validity of the proceedings for the redemption of 2006 B and C Bonds. Any defect in such notice
given to the Owners of less than all of the 2006 B and C Bonds to be redeemed shall not affect the validity of the
proceedings for the redemption of the 2006 B and C Bonds as to which the notice of redemption did not contain
such defect.
Partial Redemption of 2006 B and C Bonds. If less than all of the Outstanding 2006 B and C Bonds of a
Series and maturity shall be called for redemption, and subject to the procedures of DTC with respect to selection of
2006 B and C Bonds for redemption as described under "BOOK -ENTRY ONLY SYSTEM", the particular 2006 B
and C Bonds or portions thereof to be redeemed shall, subject to any limitations with respect thereto contained in the
Indenture, be selected at random by the Trustee in such manner as the Trustee in its discretion may deem fair and
appropriate; provided, however, that the portion of any 2006 B and C Bond of a denomination greater than the
minimum Authorized Denomination for the 2006 B and C Bonds shall be redeemed in part only in a principal
amount such that the portion of such 2006 B and C Bond which is not redeemed shall be in an Authorized
Denomination and that, in selecting portions of 2006 B and C Bonds for redemption, the Trustee shall treat each
2006 B and C Bond as representing that number of Bonds of the minimum Authorized Denomination which is
obtained by dividing the principal amount of such 2006 B and C Bond by the minimum Authorized Denomination.
SO LONG AS THE ONLY REGISTERED OWNER OF THE 2006 B and C BONDS IS CEDE & CO., AS
NOMINEE OF DTC, SUCH SELECTION WILL, HOWEVER, BE MADE BY DTC. If a portion of a 2006 B and
C Bond is called for redemption, a new 2006 B and C Bond of the same Series in a principal amount equal to the
unredeemed portion thereof will be issued to the Owner upon surrender thereof.
OHS_West:260486794.2 6-
(Deleted: OHS 7Q 26047236 1.1
41612-I JRH/JRH
BOOK -ENTRY ONLY SYSTEM
The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the 2006 B
and C Bonds (within this section, the "Securities"). The Securities have been issued as fully -registered securities
registered in the name of Cede & Co. (DTC's partnership nominee) and will be issued in such other name as may be
requested by an authorized representative of DTC. One fully -registered Security certificate has been issued for each
Subseries of the Securities and deposited with DTC.
DTC, the world's largest depository, is a limited -purpose trust company organized under the New York
Banking Law, a "banking organization within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-U.S. equity issues, corporate and
municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct
Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales
and other securities transactions in deposited securities, through electronic computerized book -entry transfers and
pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The
Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants
of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and
Emerging Markets Clearing Corporation, (respectively, NSCC, FICC, and EMCC, also subsidiaries of DTCC), as
well as by the New York Stock Exchange, Inc., the American Stock Exchange, LLC, and the National Association
of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S.
securities brokers and dealers, banks, and trust companies, and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant either directly or indirectly ("Indirect Participants"). DTC has
Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities
and Exchange Commission. More information about DTC can be found at www.dtcc.com and.www.dtc.org.
Purchases of Securities under the DTC system must be made by or through Direct Participants, which will
receive a credit for Securities on DTC's records. The ownership interest of each actual purchaser of each Security
(`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to
receive written confirmations providing details of the transaction, as well as periodic statements of their holdings,
from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect
Participants acting of behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Securities, except in the event that'use of the book -entry system for the Securities is
discontinued.
To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in
the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such
other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose
accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to
be redeemed. Deleted: OHS West:260472363.1 1
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,(NHS West:260486794.2 7
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities
unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC
mails an Onmibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Securities are credited
on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments, and payments on account of any redemption permitted under the Indenture,
on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and
corresponding detail information from the Authority or the Trustee, on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC (nor its
nominee), the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of redemption proceeds, principal and interest to Cede & Co. (or such other nominee as may
be requested by an authorized representative of DTC) is the responsibility of the Trustee, disbursement of such
payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Securities at any time by
giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a, successor
depository is not obtained, Security certificates are required to be printed and delivered.
The Authority may decide to discontinue use of the system of book -entry only transfers through DTC (or a
successor securities depository). hi that event, Security certificates will be printed and delivered to DTC.
THE AUTHORITY, THE UNDERWRITER AND THE TRUSTEE WILL HAVE NO RESPONSIBILITY
OR OBLIGATION TO ANY DIRECT PARTICIPANT, ANY INDIRECT PARTICIPANT OR ANY
BENEFICIAL OWNER, OR ANY OTHER PERSON NOT SHOWN ON THE REGISTRATION BOOKS OF THE
TRUSTEE AS BEING A REGISTERED OWNER OF THE 2006 B and C BONDS, WITH RESPECT TO: (1) THE
ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT
PARTICIPANT; (2) THE PAYMENT OF ANY AMOUNT DUE BY DTC TO ANY DIRECT PARTICIPANT, BY
ANY DIRECT PARTICIPANT TO ANY INDIRECT PARTICIPANT, OR BY ANY DIRECT OR INDIRECT
PARTICIPANT TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OF OR
INTEREST ON THE 2006 B and C BONDS; (3) THE DELIVERY OF ANY NOTICE BY DTC TO ANY DIRECT
PARTICIPANT, BY ANY DIRECT PARTICIPANT TO ANY INDIRECT PARTICIPANT, OR BY ANY
DIRECT OR INDIRECT PARTICIPANT TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR
PERMITTED TO BE GIVEN TO REGISTERED OWNERS UNDER THE TERMS OF THE INDENTURE; (4)
THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY
PARTIAL REDEMPTION OF THE 2006 B and C BONDS; OR (5) ANY CONSENT GIVEN OR ACTION
TAKEN BY DTC AS REGISTERED OWNER.
The information in this section concerning DTC and DTC's book -entry system has been obtained fi•om
sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof.
ACQUISITION OF GAS SUPPLY
Financing
A portion of the proceeds of the original issuance of the 2006 Bonds were used by the Authority to finance
the cost of acquiring the Gas Supply from the Gas Supplier pursuant to the Gas Purchase Agreement and to pay the
costs of issuing the 2006 Bonds.
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,NHS West260486794.2 $
Acquisition and Delivery of Gas Supply
General. Under the terns of the Gas Purchase Agreement, the Authority acquired an aggregate of
approximately 89,441,000 MMBtu of natural gas to be delivered by the Gas Supplier in specified Monthly
Quantities for each month for fifteen years, commencing August 1, 2006 (the "Contract Term"). The Monthly
Quantity of gas for each month will be delivered by the Gas Supplier ratably each day of such month (the "Daily
Quantities") to the Delivery Point on the pipeline facilities of the Southern California Gas Company (the
"Transporter").
Assignment of Rights by the Authority to the City. Pursuant to the Gas Supply Agreement and in
consideration of the obligations of the City to make certain payments thereunder, including the Bond Payments, the
Qualified Swap Payments, the Bank Payments and the Additional Gas Payments, the Authority has assigned to the
City all of its rights and interests in and to the Gas Supply and Gas Purchase Agreement, and all lights and interests
of the Authority in and to the Guarantee. Consequently, references in this section to "Purchaser" shall be deemed to
be references to the City, as assignee of the Authority. See "The Gas Supply Agreement" in this section.
Delivery Obligation. Each day during the tern of the Gas Purchase Agreement, the Gas Supplier is
required to schedule and deliver on a Finn basis the Daily Contract Quantity for such day to the Delivery Point. In
the event the Gas Supplier fails to deliver such quantity of gas, including for reasons of Force Majeure, and to the
extent such quantity of gas is not otherwise delivered as an Additional Interval Quantity under the terms of the Gas
Purchase Agreement, the Gas Supplier is required to pay to the Purchaser the Replacement Cost (as defined in the
Gas Purchase Agreement) in respect thereof.
Delivery Points. Except as may otherwise be agreed to by the Gas Supplier and the Purchaser under the
terns of the Gas Purchase Agreement, the Delivery Point for gas delivered under the Gas Purchase Agreement shall
be any existing or future Southern California border receipt points into Transporter's system. hi the event that
Transporter establishes any City Gas Tariff Delivery Restriction, the parties may agree to provide for the least
disproportionate economic impact on each party of such City Gas Tariff Delivery Restriction (the "Mitigation
Measures"). If the parties fail, after good faith efforts, to reach agreement as to the Mitigation Measures, the Gas
Supplier may elect to terminate the Gas Purchase Agreement unless the Purchaser agrees to assume all such
additional costs. See "Early Termination of the Gas Purchase Agreement"in this section.
Early Termination of the Gas Purchase Agreement. The Purchaser may, by written notice to the Gas
Supplier, terminate the Gas Purchase Agreement prior to the end of the Contract Tenn in the event that (a) any
amount due and owing to the Purchaser by the Gas Supplier under the Gas Purchase Agreement is not paid on or
before ten (10) Days after notice of such failure is given by the Purchaser, (b) the Gas Supplier fails to deliver the
Daily Contract Quantity for a cumulative total of thirty (30) or more days in a 12-month period (excluding any
period during which such delivery failure is caused by Force Majeure), (c) any Seller Bankruptcy or Guarantor
Bankruptcy occurs and is continuing, or (d) the Gas Supplier fails to provide to the Purchaser an Alternate
Guarantee or other credit support as and when required under the terms of the Gas Purchase Agreement. hi addition
to the foregoing, the Gas Purchase Agreement may be terminated by the Gas Supplier following the adoption of any
City Gas Tariff Delivery Restriction and the failure by the Gas Supplier and the Purchaser to agree to restrictions on
the use of certain border receipt points on Transporter's system and/or other measures to mitigate the additional cost
thereof, or for Purchaser to agree to bear all such costs.
Payment Due Upon Early Termination. In connection with any early termination of the Gas Purchase
Agreement as described above, the Gas Supplier shall pay to the Purchaser on the date of such termination the
Replacement Cost (determined as provided in the Gas Purchase Agreement) for prepaid gas, if any, not delivered
prior to the termination of the Gas Purchase Agreement, plus an amount equal to the retraining value of the Gas
Purchase Agreement. Such amount shall constitute liquidated damages for all gas not delivered under the Gas
Purchase Agreement.
Guarantee of Gas Supplier's Payment Obligations. All payment obligations of the Gas Supplier under the
Gas Purchase Agreement, including the amount payable by the Gas Supplier upon early termination thereof as
described above, are guaranteed by the Guarantor under the Guarantee. See "Guarantee of Payment Obligations of
PHS West260486794.2 9
Deleted: OHS West:260472363.1
41612-1 JRH/JRH
the Gas Supplier" in this section. The Gas Supplier may substitute an Alternate Guarantee upon approval by the
Purchaser and the Insurer, and shall provide an Alternate Guaranty or other credit support for its payment
obligations under the Gas Purchase Agreement as described in the Gas Purchase Agreement in the event the Credit
Ratings of the Guarantor are withdrawn or reduced below the minimum levels specified in the Gas Purchase
Agreement.
Guarantee of Payment Obligations of the Gas Supplier
Obligations Guaranteed. All payment obligations of the Gas Supplier under the Gas Purchase Agreement
are guaranteed by the Guarantor pursuant to a Guarantee. In case of the failure of the Gas Supplier punctually to
pay any such amounts due, the Guarantor has agreed upon written demand by the Purchaser to cause any such
payment to be made when -and as the same become due and payable, as if such payment were made by the Gas
Supplier. Subject to the City's rights with respect thereto pursuant to the Gas Supply Agreement, the Guarantee and
all rights of the Purchaser thereunder were assigned to the Trustee under the Indenture as part of the Trust Estate.
Nature of Guarantor's Obligations. The Guarantee is an irrevocable, unconditional, continuing obligation
of the Guarantor, irrespective of the validity, regularity or enforceability of the obligations of the Gas Supplier under
the Gas Purchase Agreement, the absence of any action to enforce the same, any waiver or consent by the Purchaser .
with respect to any provisions thereof, the rendering of any judgment against the Gas Supplier or any action to
enforce the same or any other matter which would release a guarantor. The Guarantor has waived diligence,
presentment, demand of payment (except as described in the foregoing paragraph), any right to require a proceeding
against the Gas Supplier, protest or notice with respect to the obligations of the Gas Supplier or the amounts payable
by the Gas Supplier under the Gas Purchase Agreement and all demands whatsoever, and has covenanted that the
Guarantee will not be discharged except by complete payment of the obligations of the Gas Supplier. The
Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment made by the
Gas Supplier to the Purchaser is rescinded or must otherwise be restored or returned by the Purchaser upon the
insolvency, bankruptcy or reorganization of the Gas Supplier, all as though such payment had not been made.
Certain Information Regarding the Guarantor. [TO BE UPDATED BY CITIGROUP INC.] Citigroup hie.
is a Delaware holding company whose wholly -owned subsidiaries include Citigroup Energy hie. For further
information regarding Citigroup hie., reference is made to (i) the Annual Report on Form 10-K of Citigroup, hie.
and its subsidiaries for the year ended December 31, 2007, filed by. Citigroup Inc. with the Securities and Exchange
Commission (the "SEC") and (ii) the Form 8-Ks filed by Citigroup Inc. with the SEC on January 15, January 17,
January 18, January 22, January 25, January 30, February 1, February 29 and March 5 of 2008. Further information
regarding Citigroup Inc. subsequent to December 31, 2007, will be included in the Form 10-Qs (quarterly), Form
10-Ks (annually), and any Form 8-Ks subsequently filed by Citigroup Inc. with the SEC. Copies of such material
may be obtained, upon payment of a duplicating fee, by writing to the SEC at 100 F Street, N.E., Washington, D.C.
20549. In addition, such reports are available at the SEC's web site (http://www.see.gov).
Swap Agreement
Contemporaneously with the issuance of the 2006 B and C Bonds, the Authority entered into an interest
rate swap agreement in the form of an ISDA Master Agreement, dated as of June 27, 2006, including the Schedule
and Credit Support Annex thereto (the "Master Agreement") with Citibank, N.A., New York (the "Swap
Counterparty"). Pursuant to the Master Agreement, the Authority entered into five separate interest rate swap
transactions with the Swap Counterparty (one relating to the 2006 B and C Bonds, and one relating to each of the
four Subseries of the 2006A Bonds). Each such transaction was evidenced by a Confirmation entered into under and
governed by the Master Agreement (the Master Agreement, together with each such Confirmation, the "Swap
Agreement"), with the notional amount and tern of each such transaction being the same as the principal amount
and tern of the related Series or Subseries of 2006 Bonds. The Authority is required to make periodic payments
thereunder based on a fixed rate and such notional amount, and in return, the Swap Counterparty is required to make
periodic payments based on a variable rate of interest equal to a percentage of one -month LIBOR and such notional
amount. The amounts payable by each party on any date under the Swap Agreement will be netted against any
payments to be received from the other party thereunder on the same date. The Swap Agreement is a Qualified _ _ _
Swap Agreement under the Indenture. All amounts due from the Authority under the Swap Agreement, including Deleted: OHS Wea:260472363.1 j
41612-1 JRH/JRH
PHS West:260486794.2 10
Net Payments and Termination Payments, are payable from Revenues deposited to the Qualified Swap Payments
Fund in the order of priority set forth in the Indenture and described below under "SECURITY AND SOURCES OF
PAYMENT — Application of Amounts in the Revenue Fund."
Sale of Gas to the City
General. Pursuant to the Gas Supply Agreement, the Authority has assigned, transferred and sold to the
City all of its right, title and interest in and to the Gas Purchase Agreement, including the Gas Supply purchased
thereunder, and the Guarantee. The City will take delivery of such gas in accordance with the Gas Purchase
Agreement and shall take title to each MMBtu of such gas at the Delivery Point. The City will have sole
responsibility for transporting the purchased gas from the Delivery Point, including arranging for such transportation
and paying all costs associated therewith. So long as no event of default exists with respect to the Gas Supply
Agreement, the City will exercise all of the rights of the Authority under the Gas Purchase Agreement and the
Guarantee.
Consideration for Gas. In consideration for the assignment by the Authority to the City of all of the
Authority's right, title and interest in and to the Gas Purchase Agreement and the Guarantee, the City has agreed
under the Gas Supply Agreement to make the Bond Payments, the Qualified Swap Payments, the Bank Payments
and the Additional Gas Payments, and to pay various other fees and expenses relating to the 2006 Bonds. Such
payments shall be made by the City solely from amounts on deposit in the Light and Power Fund.
Unconditional Obligations. The Gas Supply Agreement provides that the obligations of the City to make
the payments required thereunder, including the Bond Payments, the Qualified Swap Payments, the Bank Payments
and the Additional Gas Payments, and to perform and observe the other agreements on its part contained therein, are
absolute and unconditional, irrespective of any defense or any rights of setoff, recoupment or counterclaim it might
otherwise have against the Authority or any other person, and that the City shall pay absolutely net the payments
required by the Gas Supply Agreement as prescribed therein, free of any deductions and without abatement,
diminution or setoff. See "SECURITY AND SOURCES OF PAYMENT --Tie Gas Supply Agreement."
Grant of Security Interest to Trustee. Pursuant to the Indenture and subject to the priorities established
thereunder, the Authority granted to the Trustee for the benefit of the Owners and the other parties secured under the
Indenture a security interest in and to the Authority's right, title and interest in and to (i) the Gas Supply Agreement
(other than the Reserved Rights), including the right to receive the Bond Payments, the Qualified Swap Payments,
the Bank Payments and the Additional Gas Payments from the City, and (ii) all amounts paid by the Guarantor
under and pursuant to the Guarantee.
Use of Gas by the City. At the time the 2006 Bonds were issued, the City anticipated using the Gas Supply
primarily as fuel for the generation of electricity at the Malburg Generating Station (the "MGS"). Since that time
the City has sold the MGS (see APPENDIX A — "CITY OF VERNON ELECTRIC SYSTEM — [Cross -Reference to
Recent Sale]"), the City expects to use the Gas Supply to serve customers of its Gas Utility with excess Gas Supply
being sold into the market. hi connection with the acquisition of the Gas Supply, the City entered into a commodity
price hedge relating to approximately 25% of the Monthly Quantities required to be delivered by the Gas Supplier
(the "Commodity Price Hedge"). The Commodity Price Hedge effectively converted the fixed price of the portion
of the Gas Supply to which the Commodity Hedge relates to a variable market index price determined monthly.
For a description of the Electric System, including further information with respect to the use of gas by the
City, the City's gas procurement program, and its monitoring and hedging of gas prices, see APPENDIX A — "CITY
OF VERNON ELECTRIC SYSTEM."
SECURITY AND SOURCES OF PAYMENT
Pledge Effected by the Indenture
Trust Estate. The 2006 B and C Bonds are special obligations of the Authority. The principal of and _
interest on the 2006 B and C Bonds are payable solely from and secured solely by a lien on and security interest in Deleted: OHS West:.260472363.1
41612-I JRH/JRH
,OHS West260486794.2 11
the Trust Estate pledged therefor under the Indenture, which consists of: (i) the Revenues; (ii) all amounts on deposit
in the Funds and Accounts held by the Trustee under the Indenture, other than the Rebate Fund, including the
investments, if any, thereof; (iii) all of the Authority's right, title and interest in and to the Gas Supply Agreement,
other than Reserved Rights; and (iv) subject to the rights of the City in the Gas Purchase Agreement and the
Guarantee pursuant to the Gas Supply Agreement, all of the Authority's right, title and interest in and to the Gas
Purchase Agreement and the Guarantee. The pledge of the Trust Estate in the Indenture is subject to the provisions
of the Indenture permitting the application thereof for the purposes and on the terns and conditions set forth therein.
The pledge of the Trust Estate pursuant to the Indenture secures the 2006 Bonds and any other Bonds which the
Authority may issue on a parity basis under the Indenture.
For a summary of certain provisions of the Indenture, see APPENDIX D — "SUMMARY OF CERTAIN
PROVISIONS OF THE INDENTURE."
Revenues. "Revenues" is defined in the Indenture to mean (i) all Bond Payments, Bank Payments and all
Qualified Swap Payments paid by the City pursuant to the Gas Supply Agreement; (ii) all Net Payments and
Termination Payments paid by the Swap Counterparty to the Authority pursuant to each Qualified Swap Agreement,
which Termination Payments are not used to fund a replacement Qualified Swap Agreement; (iii) subject to the
rights of the City under the Gas Supply Agreement prior to the occurrence of an Event of Default thereunder, all
amounts paid by the Gas Supplier pursuant to the Gas Purchase Agreement; and (iv) all amounts paid by Guarantor
or any other Person pursuant to, or in connection with, the Guarantee.
The 2006 B and C Bonds are special obligations of the Authority. The 2006 B and C Bonds are
payable by the Authority solely from, and secured solely by a pledge of, the Trust Estate pursuant to the
Indenture. The 2006 B and C Bonds are not secured by a legal or equitable pledge of, or lien or charge upon,
any property of the Authority or any of its income or receipts except the Trust Estate, which pledge is subject
to the provisions of the Indenture permitting the application thereof for he purposes and on the terms and
conditions set forth therein. Neither the faith and credit nor the taxing power of the State, the Authority, the
City or any other public agency is pledged to the payment of the 2006 B and C Bonds, and the issuance of the
2006 B and C Bonds shall not directly, indirectly or contingently obligate the Authority, the State or any
political subdivision thereof, including the City, to levy or pledge any form of taxation or to make any
appropriation for the payment of the 2006 B and C Bonds.
Bond Payments, Bank Payments and Swap Payments. The City has covenanted pursuant to the Gas Supply
Agreement to pay to the Trustee, as assignee of the Authority, as a Bond Payment on or before each date provided in
or pursuant to the Indenture for the payment of principal of (whether at maturity or upon redemption or, acceleration),
and/or interest on the Outstanding Bonds, until the principal of and interest on the Bonds shall have been fully paid
or provision for the payment thereof shall have been made in accordance with the hidenture, a sum equal to the
amount then payable as principal (whether at maturity or upon redemption or acceleration) and interest on the Bonds
as provided in the Indenture. Notwithstanding the foregoing, with respect to any Sinking Fund Installment, the City
shall make monthly Bond Payments during the year prior to the date such Sinking Fund Installment is due in an
amount equal to 1/12 (one -twelfth) of the amount of such Sinking Fund Installment, such payments to be deposited
by the Trustee into the Debt Service Fund. In addition, the City has covenanted to pay to the Trustee, as assignee of
the Authority, as a Qualified Swap Payment on or before each date provided in or pursuant to the Swap Agreement
for the payment of any amount by the Authority, including without limitation Net Payments and Termination
Payments, all amounts payable by the Authority on such date. The City has also covenanted pursuant to the Gas
Supply Agreement to pay certain other amounts and fees refetTed to as "Additional Gas Payments."
The obligations of the City to make the payments required under the Gas Supply Agreement, including the
Bond Payments, the Qualified Swap Payments, the Bank Payments and the Additional Gas Payments, and to
perform and observe the other agreements on its part contained therein are absolute and unconditional, itrespective
of any defense or any tights of setoff, recoupment or counterclaim the City might otherwise have against the
Authority or any other person, and the City shall pay from the revenues of the Electric System absolutely net the
payments required by the Gas Supply Agreement as prescribed therein, free of any deductions and without
abatement, diminution or setoff.
Deleted: OHS West.260472363.1
41612-1 JRH/JRH
PHS West:2604867942 12
Nature of City's Payment Obligations. The payment obligations of the City under the Gas Supply
Agreement, including the obligation to make the Bond Payments, the Swap Payments, the Bank Payments and
Additional Gas Payments, do not constitute a charge against the general credit of the City but are special obligations
payable only from amounts in the City's Light and Power Fund as an Operation and Maintenance Expense of the
Electric System. Upon receipt of Electric System Revenues, the City deposits all such amounts into the City's Light
and Power Fund, from which it pays Operation and Maintenance Expenses. The City has covenanted in the Gas
Supply Agreement to apply the moneys in the Light and Power Fund to the payment of Operation and Maintenance
Expenses then due and payable, which the City has represented and warranted include the Bond Payments, the
Qualified Swap Payments, the Bank Payments, Additional Gas Payments and all other amounts due under the Gas
Supply Agreement, before applying such moneys to any other purpose. For information relating to the City's
Electric System, see APPENDIX A — "CITY OF VERNON ELECTRIC SYSTEM."
The amounts due from the City to the Authority, including the Bond Payments, the Qualified Swap
Payments, the Bank Payments and Additional Gas Payments, are not secured by a legal or equitable pledge
of, or lien or charge upon, any property of the City or any of its income or receipts but are payable only from
amounts in the Light and Power Fund. Neither the faith and credit nor the taxing power of the State, the
City or any other public agency is pledged to the payment of amounts due under the Gas Supply Agreement,
and the execution and delivery of the Gas Supply Agreement do not directly, indirectly or contingently
obligate the City, the State or any political subdivision thereof to levy or pledge any form of taxation or to
make any appropriation for the payments due thereunder.
Application of Amounts in Revenue Fund
Pursuant to the Indenture, the Authority will deposit, or cause to be deposited, in the Revenue Fund all
Revenues and all other amounts received by the Authority in connection with the Gas Supply Agreement, the Gas
Purchase Agreement and the Guarantee promptly upon receipt thereof. Moneys in the Revenue Fund will be applied
as set forth below. The Trustee will transfer moneys from the Revenue Fund to the following funds and accounts in
the following order of priority, amounts and times (except that if on any date a transfer is to be made to ,the Debt
Service Fund, the Credit Enhancement Fund (but only with respect to a transfer relating to reimbursement for
payment of principal of or interest on Bonds or payment of a Facility Fee) and/or, with respect to a Net Payment, the
Qualified Swap Fund, there are insufficient moneys in the Revenue Fund to make all such transfers, then such
transfers will be made ratably based on the amount due each such fund):
(a) On each when a Rebate Requirement is due pursuant to the Tax Agreement with respect to any
Bonds, to the Rebate Fund, the amount necessary to make the amount available in the Rebate Fund equal the Rebate
Payment payable on such date;
(b) on each Interest Payment Date and each other date when interest on the Bonds is due and payable,
to the Interest Account in the Debt Service Fund, an amount equal to the interest payable on the Outstanding Bonds
on such date;
(c) on the first day of each month (or if such date is not a Business Day, on the preceding Business
Day), to the Principal Account an amount equal to one -twelfth of the principal amount of the Outstanding Bonds
scheduled to mature on the next succeeding August 1 which are not payable from Sinking Fund Installments, plus an
amount equal to one -twelfth of the Sinking Fund Installments due with respect to the Outstanding Bonds on the next
succeeding August 1;
(d) on each date on which the principal of Outstanding Bonds is, due and payable upon acceleration, to
the Principal Account, an amount equal to the principal of the Outstanding Bonds coming due on such date;
(e) on each date on which (i) any amounts are due under a Bank Agreement relating to the
reimbursement or payment of principal of or interest on Bonds, to the Credit Enhancement Fund in an amount equal
to the amounts coming due under such Bank Agreement on such date, and (ii) any Facility Fee is due, to the Credit
Enhancement Fund in an amount equal to the amount of such Facility Fee corning due on such date;
Deleted: OHS West:260472363.1
41612-1 JRH/JRH
OHS West:260486794.2 I3
(f) on each date the Authority is required to make a Net Payment under a Qualified Swap Agreement,
to the Qualified Swap Fund an amount equal to the amount coming due under the Qualified Swap Agreement on
such date;
(g) after each withdrawal of moneys from the Debt Service Reserve Fund and on each Debt Service
Reserve Valuation Date, to the Debt Service Reserve Fund an amount such that, after the deposit of such amount in
the Debt Service Reserve Fund, the amount on deposit in such Fund shall be at least equal to the Debt Service
Reserve Requirement, including amounts necessary to reinstate any Reserve Financial Guaranties on deposit in the
Debt Service Reserve Fund;
(h) on each date the Authority is required to make a Termination Payment under a Qualified Swap
Agreement, to the Qualified Swap Fund an amount equal to the amount coming due under the Qualified Swap
Agreement on such date; and
(i) on each date any amounts are due and payable under a Bank Agreement, to the extent not paid
above, to the Credit Enhancement Fund, in an amount equal to such previously unpaid amounts, without duplication,
coming due under such Bank Agreement on such date.
Rate Covenant
Pursuant to the Gas Supply Agreement, the City has covenanted that it will at all times fix, prescribe and
collect rates and charges for the Electric System during each Fiscal Year which shall provide Electric System
Revenues sufficient, together with other available funds, to pay when due the Operation and Maintenance Expenses,
including all payments required of the City under the Gas Supply Agreement (which includes the Bond Payments,
the Qualified Swap Payments, the Bank Payments and the Additional Gas Payments), and all other payments which
are a charge or lien on the Electric System Revenues as the same become due and payable.
Other Parties Secured by the Trust Estate
Under the terms of the Indenture, the Trust Estate is pledged equally and ratably to the payment of (i) the
principal of and interest on the 2006 Bonds and any additional Bonds issued pursuant to the terms of the Indenture,
(ii) all amounts due and payable by the Authority pursuant to any Bank Agreement, and (iii) all amounts due from
the Authority pursuant to the Swap Agreement and any other Qualified Swap Agreement entered into by the
Authority. See APPENDIX D — "SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — The
Indenture."
As described under "ACQUISITION OF GAS SUPPLY — Swap Agreement" herein, the City entered into
the Swap Agreement in connection with the issuance of the 2006 Bonds. Under the terms of the Indenture, the
Authority has pledged the Trust Estate to secure the payment by the Authority of any amounts owed by it under the
Swap Agreement, which pledge is on a parity with the pledge of the Trust Estate made by the Authority under the
Indenture to secure the Bonds. Amounts received by the Authority under the Swap Agreement constitute
"Revenues" under the Indenture. The obligation of the Swap Counterparty to make payments under the Swap
Agreement does not affect the Authority's obligation under the Indenture for the payment of the Bonds. Neither the
Owners of the Bonds, nor any other person other than the Swap Counterparty, the City and the Authority will have
any rights under the Swap Agreement. Under certain circumstances, the Swap Agreement is subject to early
termination prior to the maturity of the 2006 B and C Bonds, in which event the City could be obligated to make a
substantial payment to the Swap Counterparty. Amounts due from the Authority upon any early termination of a
transaction under the Swap Agreement are subordinate as to payment from the amounts in the Revenue Fund to the
payment of amounts due with respect to the Bonds.
Debt Service Reserve Fund
As of August _, 2008, the sum of $37,520,496 was on deposit in the Debt Service Reserve Fund which
sum satisfied the Debt Service Reserve Requirement. The Debt Service Reserve Fund is required to be maintained
in an amount equal to the "Debt Service Reserve Requirement," which is defined in the Indenture to mean, as of any
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PHS West:260486794.2 ]4
date of calculation, an amount equal to the least of (a) ten percent (10%) of the initial offering price to the public of
the Bonds as determined under the Code, or (b) the greatest amount of debt service on the Outstanding Bonds in any
Fiscal Year during the period commencing with the Fiscal Year in which the determination is being made and
terminating with the last Fiscal Year in which any Outstanding Bond is due, or (c) one hundred twenty-five percent
(125%) of the sum of the debt service for all Fiscal Years during the period commencing with the Fiscal Year in
which such calculation is made (or if appropriate, the first full Fiscal Year following the issuance of any Bonds) and
terminating with the last Fiscal Year in which any debt service on an Outstanding Bond is due, divided by the
number of such Fiscal Years, all as computed and determined by the Authority and specified in writing to the
Trustee; provided, however that in determining debt service with respect to any Bonds that constitute Variable Rate
Bonds, the interest rate on such Bonds for any period as to which such interest rate has not been established shall be
assumed to be (i) with respect to Bonds which are tax-exempt, the ten year historical average of the BMA Index
(now the SIFMA Swap Index) ending with the week preceding the date of calculation, and (ii) with respect to Bonds
which are not tax-exempt, the ten year historical average of one -month LIBOR ending with the month preceding the
date the calculation is made, or if one -month LIBOR is not available for such period, another similar rate or index
selected by the Authority.
Pursuant to the Indenture, in lieu of the required deposits and transfers of money to the Debt Service
Reserve Fund, the City may cause to be deposited in the Debt Service Reserve Fund a Reserve Financial Guaranty
or Guaranties in an amount equal to the difference between the Debt Service Reserve Requirement and the sums, if
any, then on deposit in the Debt Service Reserve Fund or being deposited in such Fund concurrently with such
Reserve Financial Guaranty or Guaranties. "Reserve Financial Guaranty" is defined in the Indenture to mean a
policy of municipal bond insurance or surety bond issued by a municipal insurer or a letter of credit issued by a bank
or other institution if the obligations insured by such insurer or issued by such bank or other institution, as the case
may be, have ratings at the time of issuance of such policy or surety bond or letter of credit in the highest rating
category (without regard to qualifiers) by S&P and Moody's and, if rated by A.M. Best & Company, also in the
highest rating category (without regard to qualifiers) by A.M. Best & Company. Any Reserve Financial Guaranty
must be acceptable to the Insurer.
The Trustee shall draw upon or otherwise take such action as is necessary in accordance with the terms of
the Reserve Financial Guaranties to receive payments with respect thereto (including the giving of notice as required
thereunder): (i) on any date on which moneys will be required to be withdrawn from the Debt Service Reserve Fund
and applied to the payment of principal of or interest on any Bonds and such withdrawal cannot be met by amounts
on deposit in the Debt Service Reserve Fund; (ii) on the first Business Day which is at least ten (10) days prior to the
expiration date of each Reserve Financial Guaranty, in an amount equal to the deficiency which would exist in the
Debt Service Reserve Fund if such Reserve Financial Guaranty expired, unless a substitute Reserve Financial
Guaranty with an expiration date not earlier than 180 days after the expiration date of the expiring Reserve Financial
Guaranty is acquired prior to such date or the City deposits funds in the Debt Service Reserve Fund before such date
so that the amount in the Debt Service Reserve Fund on such date (without regard to such expiring Reserve
Financial Guaranty) is at least equal to the Debt Service Reserve Requirement.
Bond Insurance
Payment of the principal of and interest on each Series of. the 2006 Series B and C Bonds when due is
insured by the Policies issued by the Insurer simultaneously with the delivery of the 2006 B and C Bonds. See
"BOND INSURANCE."
hi the event the Authority fails to snake regularly scheduled payments of the principal of and interest on
any 2006 B and C Bonds when the same become due, any owner of such 2006 B and C Bonds shall have recourse
against the Insurer for such payments. There can be no assurance that the Insurer will have sufficient revenues to
enable it to make timely payments on such 2006 B and C Bonds. See "RATINGS." Moreover, the Policies do not
insure the principal of or interest on the 2006 B and C Bonds coming due by reason of acceleration or optional
redemption, nor do they insure the payment of and redemption premium payable upon the optional redemption of
the 2006 B and C Bonds.
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;JHS West:260486794.2 15
Under no circumstances can the maturities of the 2006 B and C Bonds be accelerated except with the
consent of the Insurer, unless the Insurer has defaulted on its obligations under a Policy. Furthermore, so long as the
Insurer performs its obligations under the Policies, the Insurer may direct, and must consent to, any remedies that the
Trustee exercises under the Indenture.
Parity Obligations
2006 A Bonds. The 2006 A Bonds were issued as Variable Rate Bonds. Between March 31, 2008 and
April 4, 2008, the Authority converted the Interest Rate Period for each Subseries of the 2006 A Bonds from an
ARS Interest Rate Period to a Long -Term Interest Rate Period ending on August 2, 2009, on which date the 2006 A
Bonds are subject to mandatory tender for purchase. If the Authority can obtain a [Liquidity Facility] for the 2006 A
Bonds on acceptable terms, the Authority intends to Convert the 2006 A Bonds to a Weekly Interest Rate Period
commencing on August 3, 2008. If the Authority cannot so convert the 2006 A Bonds to a Weekly Interest Rate
Period, the Authority intends to convert the 2006 A Bonds to Fixed Rate Bonds on August 3, 2009. No assurances
can be given as to the ability of the City to convert the 2006 A Bonds as described in this paragraph.
Additional Bonds. In addition to the 2006 Bonds, the Authority may issue additional Bonds secured under
the Indenture. Any such additional Bonds shall only be issued for one of the following purposes: (i) prepaying all of
the costs of acquiring additional natural gas under the Gas Purchase Agreement which gas is sold to the City
pursuant to the Gas Supply Agreement; or (ii) refunding an Outstanding Bond or Bonds.
Other Parity Obligations. The pledge of the Trust Estate under the Indenture also secures the payment of
all amounts due from the Authority under any Bank Agreement and any Qualified Swap Agreement. Such pledge is
on parity with the pledge of the Trust Estate made under the Indenture to secure the payments due in respect of the
Bonds.
See APPENDIX D — "SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE."
Limitations on Remedies
The rights of the Owners of the 2006 B and C Bonds are subject to the limitations on legal remedies against
public entities in the State. Additionally, enforceability of the rights and remedies of the Owners of the 2006 B and
C Bonds, and the obligations incurred by the Authority and the City, may become subject to the following: the
Federal Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
relating to or affecting the enforcement of creditor's rights generally, now or hereafter in effect; equity principles
which may limit the specific enforcement under State law of certain remedies; the exercise by the United States of
America of the powers delegated to it by the Constitution; and the reasonable and necessary exercise, in appropriate
situations, of the police powers inherent in the sovereignty of the State and its governmental bodies in the interest of
serving.a significant and legitimate public purpose. Bankruptcy proceedings, or the exercise of powers by the
federal or State government, if initiated, could subject the Owners of the 2006 B and C Bonds to judicial discretion
and interpretation of their tights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation,
or modification of their rights.
BOND INSURANCE
The following information has been furnished by the Insurer for use in this Reoffering Memorandum
Reference is made to Appendix Ffor a specimen of the Policies with respect to the 2006 B and C Bonds.
The Insurer does not accept any responsibility for the accuracy or completeness of this Reoffering
Memorandum or any information or disclosure contained herein, or omitted herefrom,.other than with respect to the
accuracy of the information regarding the Policies and the Insurer set forth under the heading "BOND
INSURANCE". Additionally, the Insurer makes no representation regarding the 2006 B and C Bonds or the
advisability of investing in the 2006 B and C Bonds.
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PHS.West260486794.2 16
The Policies
The Policies unconditionally and irrevocably guarantee the full and complete payment required to be made
by or on behalf of the Authority to the Trustee or its successor of an amount equal to (i) the principal of (either at the
stated maturity or by an advancement of maturity pursuant to a mandatory sinking fund payment) and interest on,
the 2006 B and C Bonds as such payments shall become due but shall not be so paid (except that in the event of any
acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration
resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund
payment, the payments guaranteed by the Policies shall be made in such amounts and at such times as such
payments of principal would have been due had there not been any such acceleration, unless the Insurer elects in its
sole discretion, to pay in whole or in part any principal due by reason of such acceleration); and (ii) the
reimbursement of any such payment which is subsequently recovered from any Owner of the 2006 B and C Bonds
pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable
preference to such Owner within the meaning of any applicable bankruptcy law (a "Preference").
The Policies do not insure against loss of any prepayment premium which may at any time be payable with
respect to any 2006 B and C Bonds. The Policies do not, under any circumstance, insure against loss relating to: (i)
optional or mandatory redemptions (other than mandatory sinking fund redemptions); (ii) any payments to be made
on an accelerated basis; (iii) payments of the purchase price of 2006 B and C Bonds upon tender by an owner
thereof; or (iv) any Preference relating to (i) through (iii) above. The Policies also do not insure against nonpayment
of principal of or interest on the 2006 B and C Bonds resulting from the insolvency, negligence or any other act or
omission of the Trustee or any other paying agent for the 2006 B and C Bonds.
Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by
registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the
Trustee or any owner of a 2006 B and C Bond the payment of an insured amount for which is then due, that such
required payment has not been made, the Insurer on the due date of such payment or within one business day after
receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with U.S. Bank
Trust National Association, in New York, New York, or its successor, sufficient for the payment of any such insured
amounts which are then due. Upon presentment and surrender of such 2006 B and C Bonds or presentment of such
other proof of ownership of the 2006 B and C Bonds, together with any appropriate instruments of assignment to
evidence the assignment of the insured amounts due on the 2006 B and C Bonds as are paid by the Insurer, and
appropriate instruments to effect the appointment of the Insurer as agent for such owners of the 2006 B and C Bonds
in any legal proceeding related to payment of insured amounts on the 2006 B and C Bonds, such instruments being
in a form satisfactory to U.S. Bank Trust National Association, U.S. Bank Trust National Association shall disburse
to such owners or the Trustee payment of the insured amounts due on such 2006 B and C Bonds, less any amount
held by the Trustee for the payment of such insured amounts and legally available therefor.
MBIA Insurance Corporation
The Insurer is the principal operating subsidiary of MBIA Inc., a New York Stock Exchange listed
company (the "Company"). The Company is not obligated to pay the debts of or claims against the Insurer. The
Insurer is domiciled in the State of New York and licensed to do business in and subject to regulation under the laws
of all 50 states, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern
Mariana Islands, the Virgin Islands of the United States and the Territory of Guam. The Insurer, either directly or
through subsidiaries, is licensed to do business in the Republic of France, the United Kingdom, Mexico and the
Kingdom of Spain and is subject to regulation under the laws of those jurisdictions.
The principal executive offices of the Insurer are located at 113 King Street, Armonk, New York 10504 and
the main telephone number at that address is (914) 273-4545.
Regulation
As a financial guaranty insurance company licensed to do business in the State of New York, the Insurer is
subject to the New York Insurance Law which, among other things, prescribes minimum capital requirements and
PHS West260486794.2 17
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41612-1 JRWJRH
contingency reserves against liabilities for the Insurer, limits the classes and concentrations of investments that are
made by the Insurer and requires the approval of policy rates and forms that are employed by the Insurer. State law
also regulates the amount of both the aggregate and individual risks that may be insured by the Insurer, the payment
of dividends by the Insurer, changes in control with respect to the Insurer and transactions among the Insurer and its
affiliates.
The Policies are not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of
the New York Insurance Law.
Financial Strength Ratings of the Insurer
The Company's and the Insurer's current financial strength ratings from the major rating agencies are
summarized below:
Agency
Ratings
(The Company/The Insurer)
Outlook
S&P
AA -/AAA
Negative outlook
Moody's
Aa3/Aaa
Negative outlook
Fitch
AA/AAA
Rating watch negative
Rating withdrawal
requested by the Insurer
Each rating of the Insurer should be evaluated independently. The ratings reflect the respective rating
agency's current assessment of the creditworthiness of the Insurer and its ability to pay claims on its policies of
insurance. Any further explanation as to the significance of the above ratings may be obtained only from the
applicable rating agency.
The above ratings are not recommendations to buy, sell or hold the 2006 B and C Bonds, and such ratings
may be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal
of any of the above ratings may have an adverse effect on the market price of the 2006 B and C Bonds. The Insurer
does not guaranty the market price of the 2006 B and C Bonds nor does it guaranty that the ratings on the 2006 B
and C Bonds will not be revised or withdrawn.
MBIA Financial Information
As of December 31, 2006, the Insurer had admitted assets of $11.0 billion (audited), total liabilities of $6.9
billion (audited), and total capital and surplus of $4.1 billion (audited) determined in accordance with statutory
accounting practices prescribed or permitted by insurance regulatory authorities. As of December 31, 2007, the
Insurer had admitted assets of $11.4 billion (unaudited), total liabilities of $7.7 billion (unaudited), and total capital
and surplus of $3.7 billion (unaudited) determined in accordance with statutory accounting practices prescribed or
permitted by insurance regulatory authorities.
For further information concerning the Insurer, see the consolidated financial statements of the Insurer and
its subsidiaries as of December 31, 2007 and December 31, 2006 and for each of the three years in the period ended
December 31, 2007, prepared in accordance with generally accepted accounting principles, included in the Animal
Report on Form 10-K of the Company for the year ended December 31, 2007 and the consolidated financial
statements of the Insurer and its subsidiaries as of December 31, 2007 and for the twelve month periods ended
December 31, 2007 and December 31, 2006 included in the Annual Report on Form 10-K of the Company for the
quarter ended December 31, 2007, which are hereby incorporated by reference into this Reoffering Memorandum
and shall be deemed to be a part hereof.
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QHS West260486794.2
Copies of the statutory financial statements filed by the Insurer with the State of New York Insurance
Department are available over the Internet at the Company's web site at http://www.mbia.com and at no cost, upon
request to the Insurer at its principal executive offices.
Incorporation of Certain Documents by Reference
The following documents filed by the Company with,'the Securities and Exchange Commission (the
"SEC") are incorporated by reference into this Reoffering Memorandum:
(1) The Company's Annual Report on Form 10-K for the year ended December 31, 2007.
t - - - J Formatted: Bullets and Numbering
Any documents, including any financial statements of the Insurer and its subsidiaries that are included
therein or attached as exhibits thereto, filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of the Company's most recent Quarterly Report on Form 10-Q or Annual Report on
Form 10-K, and prior to the termination of the offering of the 2006 B and C Bonds offered hereby shall be deemed
to be incorporated by reference in this Reoffering Memorandum and to be a part hereof from the respective dates of
filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by
reference herein, or contained in this Reoffering Memorandum, shall be deemed to be [modified or superseded for
purposes of this Reoffering Memorandum to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Reoffering Memorandum.
The Company files annual, quarterly and special reports, information statements and other information with
the SEC under File No. 1-9583. Copies of the Company's SEC filings (including (1) the Company's Annual Report
on Form 10-K for the year ended December 31, 2007, (2) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 are available (i) over the Internet at the
SEC's web site at http://www.sec.pov; (ii) at the SEC's public reference room in Washington D.C.; (iii) over the
Internet at the Company's web site at http://www.mbia.com; and (iv) at no cost, upon request to the Insurer at its
principal executive offices.
In the event the Insurer were to become insolvent, any claims arising under a policy of financial guaranty
insurance are excluded from coverage by the California Insurance Guaranty Association, established pursuant to
Article 14.2 (commencing with Section 1063) of Chapter 1 of Part 2 of Division 1 of the California Insurance Code.
THE AUTHORITY
The Joint Powers Act authorizes "public agencies" such as the City and the Redevelopment Agency of the
City of Vernon (the "Redevelopment Agency") to enter into an agreement to establish an agency to exercise any
power common to the contracting parties. Pursuant to such authority, the City and the Redevelopment Agency have
entered into the Joint Exercise of Powers Agreement, dated as of April 1, 2006 (the "Joint Powers Agreement") to
create and establish the Authority. The Authority is a public entity separate from its members. The Authority has
no substantial assets which have not been transferred, assigned and pledged to the Trustee under the Indenture to
secure the Bonds. The Authority serves as a conduit issuer in connection with the 2006 Bonds and the Authority's
obligations to make payments in connection with the Bonds is limited to the Trust Estate pledged under the
Indenture. See "SECURITY AND SOURCES OF PAYMENT."
The Authority was created for the purpose of undertaking projects and programs that promote economic
development within the City, including the promotion of opportunities for the creation or retention of employment,
the stimulation of economic activity, and an increase of the tax base. Such projects and programs include assisting
the City in procuring natural gas for use as fuel for electric generating units which are part of the Electric System on
terms and conditions approved by the City. Pursuant to the Joint Powers Act and the Joint Powers Agreement, the
Authority has any and all powers necessary or convenient in accomplishing the aforementioned purposes for which
it was created, which are authorized by law to each of the City and the Redevelopment Agency and separately to the
Authority, including all powers which are incidental to express powers. Without limiting the generality of the
PHS West:260486794.2 19
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41612-1 JRHIJRH
preceding sentence, the Authority has the power to make and enter into contracts, including, but not limited to (i)
agreements to purchase or sell natural gas, (ii) forward contracts, futures contracts, puts, calls, options or other
contracts related to the purchase of natural gas, (iii) hedging agreements relating to bonds issued by the Authority or
investments, as authorized under California law, including, but not limited to, interest rate swap agreements, and (iv)
contracts and agreements relating to credit enhancement and/or liquidity support for bonds, as well as the power to
issue bonds and to pledge any Authority property or revenues as security for such bonds.
The business, activities and affairs of the Authority are managed and conducted by its Board of Directors.
The Board of Directors consists of five directors. A vacancy in the office of a Director, whether by resignation or
removal, is filled by the appointment of a successor by a resolution adopted by a majority vote of the remaining
directors in office; however, no Director so appointed shall become a Director if the City Council of the City objects
to such appointment within fifteen days of the receipt by the City Clerk of the City of the resolution appointing such
Director. The present Directors and the expiration of their current terms of office are as follows:
Name of Director End of Term as Director
Leonis C. Malburg
April 1, 2011
Hilario Gonzales
April 1, 2013
Thomas A. Ybana
'April 1, 2010
William J. Davis
April 1, 2009
W. Michael McCormick
April 1, 2012
LITIGATION
There is no controversy or litigation of any nature now pending or threatened restraining or enjoining, or
seeking to restrain or enjoin, the Conversion of the 2006 B and C Bonds or the execution, delivery and performance
of any of the documents related to such Conversion, or in any way contesting or affecting the validity thereof or any
proceedings of the City or the Authority taken with respect to the issuance or sale thereof or the execution, delivery
and performance of any of the documents related to the Conversion of the 2006 B and C Bonds.
TAX MATTERS
In connection with the issuance of the 2006 B and C Bonds, Orrick, Herrington & Sutcliffe LLP, Bond
Counsel to the Authority ("Bond Counsel"), previously delivered its final approving opinion dated June 27, 2006 in
the form attached hereto as Appendix E, to the effect that, based on an analysis of existing laws, regulations, rulings
and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance
with certain covenants, interest on the 2006 B and C Bonds is excluded from gross income for federal income tax
purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code") and is exempt from State of
California personal income taxes. Bond Counsel was of the further opinion that interest on the 2006 B and C Bonds
is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes,
although Bond Counsel observed that such interest is included in adjusted current earnings when calculating
corporate alternative minimum taxable income.
2006 B and C Bonds purchased, whether at original issuance or otherwise, for an amount higher than their
principal amount payable at maturity (or, in some cases, at their earlier call date) ("Premium 2006 B and C Bonds")
will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium
in the case of bonds, like the Premium 2006 B and C Bonds, the interest on which is excluded from gross income for
federal income tax purposes. However, the amount of tax-exempt interest received, and a Beneficial Owner's basis
in a Premium 2006 B and C Bond, will be reduced by the amount of amortizable bond premium properly allocable
to such Beneficial Owner. Beneficial Owners of Premium 2006 B and C Bonds should consult their own tax
advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances.
The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross
income for federal income tax purposes of interest on obligations such as the 2006 B and C Bonds. The Authority
PHS West:260486794.2 20
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41612-1 JRH/JRH
and the City have made certain representations and covenanted to comply with certain restrictions, conditions and
requirements designed to ensure that interest on the 2006 B and C Bonds will not be included in federal gross
income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the
2006 B and C Bonds being included in gross income for federal income tax purposes, possibly from the date of
original issuance of the 2006 B and C Bonds. The opinion of Bond Counsel assumed the accuracy of these
representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform
any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters
coming to Bond Counsel's attention after the date of issuance of the 2006 B and C Bonds may adversely affect the
value of, or the tax status of interest on, the 2006 B and C Bonds.
The interest rate mode and certain requirements and procedures contained or referred to in the Indenture,
the Tax Agreement, and other relevant documents may be changed and certain actions (including, without limitation,
defeasance of 2006 Bonds) may be taken or omitted under the circumstances and subject to the terms and conditions
set forth in such documents. Bond Counsel expressed no opinion as to any 2006 Bond or the interest thereon if any
such change occurs or action is taken or omitted upon the advice or approval of Bond Counsel other than Orrick,
Herrington & Sutcliffe LLP.
Although the opinion of Bond Counsel stated that interest on the 2006 B and C Bonds is excluded from
gross income for federal income tax purposes and is exempt fiom State of California personal income taxes, the
ownership or disposition of, or the accrual or receipt of interest on, the 2006 B and C Bonds may otherwise affect a
Beneficial Owner's federal, state or local tax liability. The nature and extent of these other tax consequences depend
upon the particular tax status of the Beneficial Owner or the Beneficial Owner's other items of income or deduction.
Bond Counsel expressed no opinion regarding any such other tax consequences.
Future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause
interest on the 2006 B and C Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to
or exempted from state income taxation, or otherwise prevent Beneficial Owners from realizing the full current
benefit of the tax status of such interest. The introduction or enactment of any such future legislation, clarification
of the Code or court decisions may affect the market price for, or marketability of, the 2006 B and C Bonds.
Prospective purchasers of the 2006 B and C Bonds should consult their own tax advisers regarding any pending or
proposed federal or state tax legislation, as to which Bond Counsel expressed and expresses no opinion.
The opinion of Bond Counsel was based on legal authority as of June 27, 2006, covered certain matters not
directly addressed by such authorities, and represented Bond Counsel's judgment as to the proper treatment of the
2006 Band C Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service ("IRS") or
the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about activities of
the Authority or the City since June 27, 2006 or about the effect of future changes in the Code, the applicable
regulations, the interpretation thereof or the enforcement thereof by the IRS. The Authority and the City have
covenanted, however, to comply with the requirements of the Code.
Bond Counsel's engagement with respect to the 2006 B and C Bonds ended with the issuance of the 2006 B
and C Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the Authority, the City or the
Beneficial Owners regarding the tax-exempt status of the 2006 B and C Bonds in the event of an audit examination
by the IRS. Under current procedures, parties other than the Authority and its appointed counsel, including the
Beneficial Owners, would have little, if any, right to participate in the audit examination process. Moreover,
because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult,
obtaining an independent review of IRS positions with which the Authority legitimately disagrees may not be
practicable. Any action of the IRS, including but not limited to selection of the 2006 B and C Bonds for audit, or the
course or result of such audit, or an audit of bonds presenting similar tax issues, may affect the market price for, or
the marketability of, the 2006 B and C Bonds and may cause the Authority, the City or the Beneficial Owners to
incur significant expense.
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OHS West:260486794.2 21
RATINGS
Moody's and S&P have assigned the 2006 B and C Bonds the ratings of "AT' and "AA," respectively,
which ratings are based on the delivery of the Policies by the Insurer guaranteeing the scheduled payment of
principal of and interest on the 2006 B and C Bonds when due. The 2006 B and C Bonds have also been assigned
underlying ratings of "A3" and "BBB+" by Moody's and S&P, respectively. The ratings reflect only the respective
views of such Rating Agencies and any explanation of the significance of such ratings may be obtained only from
such Rating Agencies as follows: Moody's Investors Service, 7 World Trade Center at 250 Greenwich Street, New
York, New York 10007; and Standard & Poor's, 55 Water Street, New York, New York 10041. There is no
assurance that the ratings will remain in effect for any given period of time or that they will not be revised
downward or withdrawn entirely by such Rating Agencies; or either of them, if, in their respective judgments,
circumstances so warrant. Any downward revision or withdrawal of any rating may have an adverse effect on the
market price of the 2006 B and C Bonds.
Moody's, S&P and Fitch have each released statements on the health of the financial guaranty industry that
cite financial guarantor's exposure to subprime mortgage risk as an area of stress for the financial guaranty industry.
In various releases, the Rating Agencies have each outlined the processes that they intend to follow in evaluating the
effect of this risk on their respective ratings of financial guarantors. For some financial guarantors, the result of such
evaluations could be a rating affirmation, a change in rating outlook, a review for downgrade, or a downgrade.
Potential investors are directed to the Rating Agencies for additional information on their respective evaluations of
the financial guaranty industry and individual financial guarantors, including the Insurer. As of the date of this
Reoffering Memorandum, Moody's has placed MBIA's "AT' rating on review for a possible downgrade, and S&P
has placed the Insurer's "AA" rating on CreditWatch with negative implications. See `BOND INSURANCE."
CONTINUING DISCLOSURE
Pursuant to a Continuing Disclosure Agreement, dated as of August 1, 2008 (the "Continuing Disclosure
Agreement"), between the City and the Trustee, the City has covenanted to provide certain financial information and
operating data relating to the City by not later than 180 days following the end of the City's Fiscal year, which
Fiscal Year presently ends June 30 (the "Annual Report"), and to provide notices of the occurrence of certain
enumerated events, if material, under federal securities law. The Annual Report will be filed by or on behalf of the
City with each nationally recognized municipal securities information repository and with the appropriate state
repository, if any (collectively, the "Repositories"). The notices of material events will be filed by the City with the
Municipal Securities Rulemaking Board and the Repositories. The specific nature of the information to be
contained in the Annual Report and the notices of material events is set forth in Appendix G herein. These
covenants have been made to, among other things, assist the Underwriter in complying with Rule 15c2-12 of the
Securities and Exchange Commission (the "Rule"). As of the date hereof, neither the Authority nor the City has
ever failed to comply in all material respects with any previous undertakings with respect to the provision of annual
reports or notices of material events as required by the Rule.
UNDERWRITING
Citigroup Global Markets Inc. (the "Underwriter") has agreed, subject to certain conditions, to purchase the
2006 B and C Bonds at a price of equal to the par amount of the 2006 B and C Bonds). The Authority has agreed to
pay a fee of $ to the Underwriter in connection with the sale of the 2006 B and C Bonds as Fixed
Rate Bonds. The Underwriter is obligated to purchase all of the 2006 B and C Bonds if any 2006 B and C Bonds are
purchased.
BASIC FINANCIAL STATEMENTS
The audited Basic Financial Statements of the City, as of June 30, 2007 and June 30, 2006, are included in
Appendix B to this Reoffering Memorandum. The Basic Financial Statements were audited by Macias Gini &
O'Connell LLP, Los Angeles, California, independent accountants (the "Independent Accountants") as stated in
their reports appearing in Appendix B. The consent of the Independent Accountants to the inclusion of the audited
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financial statements of the City for the Fiscal Years ended June 30, 2007 and June 30, 2006 as Appendix B to this
Reoffering Memorandum was not requested and the Independent Accountants have not consented to such inclusion.
The financial statements set forth in Appendix B include the City's General Fund and all other funds of the
City, in addition to the Light and Power Fund through which the operations of the Electric System are accounted.
The financial statements relating to the Light and Power Fund are included in the Basic Financial Statements and
presented as a major proprietary fund. The payments to be made by the City pursuant to the Gas Supply Agreement
are special obligations of the City payable solely from amounts in the Light and Power Fund and are not payable
from any other property of the City or any of its other income or receipts.
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PHS West:260486794.2 23 _ _ _
The execution and delivery of this Reoffering Memorandum has been duly authorized by the Authority and
approved by the City.
VERNON NATURAL GAS FINANCING
AUTHORITY
By: _
Title:
Approved by:
CITY OF VERNON, CALIFORNIA
By: _
Title:
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OHS West:260486794.2 24
APPENDIX A
CITY OF VERNON ELECTRIC SYSTEM
GENERAL
The City of Vernon (the "City") established its Electric System in 1933 through the acquisition of the
existing electric distribution system within the City and the construction of a diesel generating station at Station A
(located at 2715 East 50th Street, Vernon, California) ("Station A"). The City operates the Electric System through
its Light and Power Department with all revenues of the Electric System being credited to, and all expenses of the
Electric System being payable from, the Light and Power Fund. The Electric System serves all electric users within
the City. hi keeping with the character of the City, the Electric System serves primarily industrial and commercial
customers. During the Fiscal Year ended June 30, 2008, the Electric System served 1,692 customers, supplied
approximately 1,232 million kWhs of electric energy and had a peak demand of approximately 206 megawatts
("MW"). See "RETAIL ENERGY SALES" below.
Certain capitalized terns used in this Appendix are defined in the forepart of the Reoffering Memorandum
of which this Appendix is a part or in Appendix C to the Reoffering Memorandum.
CITY PLAN TO OPTIMIZE RESOURCE UTILIZATION
Historically, the City supplied only a modest portion of its customers' load requirements from its own
generation resources. The Electric System relied first on a partial requirements wholesale power contract with the
Southern California Edison Company ("Edison") and then on a combination of wholesale power contracts. See
"POWER SUPPLY RESOURCES" below. Due to changes in the California electric industry such as the now -
abandoned deregulation of the California electric energy markets, unprecedented volatility of energy prices in 2000-
2001 and the blackouts and power interruptions due to inadequate supplies of electric energy, the City determined it
was in the best interests of its mostly industrial and commercial customers to establish a significant generation
resource connected directly to the City's distribution system. This would mitigate any dependence on imported
energy to maintain electric service within the City without exposing the Electric System to overdependence on a
single source of power. The City commenced development of the Malburg Generating Station (the "MGS"), a 120
MW base load, 134 full load combined cycle electric generation plant located at Station A designed to provide
approximately 60% of the City's expected requirements for base load electric power. The MGS commenced
commercial operation in October 2005 [and has been operating as a base load generation resource for the City since
such date.]
In 2006, the City entered into a Gas Supply Agreement with the Authority, pursuant to which the City
acquired the right to the Gas Supply. See "ACQUISITION OF GAS SUPPLY" in the forepart of the Reoffering
Memorandum.
After the commencement of cormmercial operation of the MGS, the City reviewed its portfolio of Electric
System resources in light of the City's ultimate objective in having the Electric System serve as part of the economic
stabilization and development program for its industrial and commercial customer base. The City had already
commenced a program of acquiring and realigning properties within the City to assemble parcels of land consistent
with the requirements of prospective industrial and commercial customers. In addition, the City continued its
program of providing superior municipal services to support both existing and new industrial residents such as fire
and police services, community health services and infrastructure improvements and modernization. The City also
studied options to optimize the benefits of the existing Electric System resources and to serve projected Electric
System requirements in light of the current state of, and anticipated developments in, the California electric markets.
After reviewing the available alternatives, the City determined to sell its transmission assets outside of City
boundaries and rely on the California transmission system controlled by the California Independent System Operator
("CAISO") to provide for transmission of the energy the City needed to import. The City determined that private
ownership and operation of the MGS, with the City retaining the right to the capacity and energy of the facility,
provided the City with a resource base that was consistent with its original plan for significant "behind the meter"
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generation with less operational risk than City ownership, while affording the City an opportunity to fund a portion
of its economic development program.
IMPLEMENTATION OF RESOURCE OPTIMIZATION PLAN
On December 13, 2007, the City entered into an Amended and Restated Purchase and Sale Agreement (the
"Bicent Agreement"), with Bicent (California) Power LLC ("Bicent"), which is an affiliate of Bicent Holdings and
Natural Gas Partners, to sell to Bicent the MGS and the economic burdens and benefits of the City's interests in 22
MW from the Hoover Darn Uprating Project. This transaction closed on April 10, 2008.
Bicent has agreed to sell the capacity and the energy of the MGS to the City on the terns set forth in a
Power Purchase Tolling Agreement, by and between the City and Bicent, dated as of April 10, 2008 (the "PPTA").
In addition, Bicent has acquired the benefits and burdens of the City's interest in the Hoover Uprating Project
(described below) on the terns set forth in the Hoover Contract for Differences, between Bicent (California) Hoover
LLC, a Delaware limited liability company (`BCH") and the City, dated as of April 10, 2008 (the "Hoover
Differences Contract"). Pursuant to the Bicent Agreement, Bicent has assigned its rights and obligations with
respect to the MGS to its affiliate, Bicent (California) Malburg LLC, a Delaware limited liability company ("BCM")
See "POWER SUPPLY RESOURCES — Malburg Generating Station — Power Purchase Tolling Agreement."
Pursuant to the Bicent Agreement, Bicent has assigned its rights and obligations with respect to the economic
benefits and burdens of the Hoover Uprating Project to its affiliate, BCH. See "POWER SUPPLY RESOURCES —
Hoover Uprating Program — Hoover Contract for Differences."
hi a separate transaction, the City entered into a Purchase and Sale Agreement on September 28, 2007 with
the Transmission Agency of Northern California for the purchase of the City's interest in the California Oregon
Transmission Project (the "TANC Agreement"). This transaction closed on April 3, 2008.
Additionally, in a separate transaction, the City sold its interests in the Mead-Adelanto Transmission
Project and the Mead -Phoenix Transmission Project pursuant to a Purchase and Sale Agreement dated, as of
December 13, 2007, with Starwood Energy Infrastructure Fund, L.P. (the "Stanwood Agreement"). This transaction
closed on April 22, 2008.
The City used the proceeds from the sale of the Electric System assets described above, and other available
funds, to redeem all outstanding Electric System revenue bonds, provide funds for economic development in the
City, and increase the Electric System's cash reserves. Approximately $39,250,000 of such reserves will be used by
the City to make a portion of the payments under the PPTA over the first four years of the contract and $37,520,496
has been used to fund the Debt Service Reserve Requirement for the Bonds.
After the completion of the transmission facility sales, the City no longer owns any transmission facilities
outside of the City and no longer receives Transmission Revenue Requirements ("TRR" ).
As more fully described below, the Electric System also includes ownership interests or capacity rights in
other electric facilities and an electric distribution system. The City continues to own these facilities and rights. The
City currently operates and maintains the Electric System facilities located within the City, except that Petrelli
Electric hrc. currently maintains the City's electric distribution system under contract with the City.
MANAGEMENT
The Electric System is operated and maintained through the City's Light and Power Department which is
governed by the City Council. The Light and Power Department is managed by the Director of Light and Power
whose duties include overseeing the operation and maintenance of the Electric System's generation, transmission
and distribution facilities, metering, power purchasing, scheduling, billing and settlements. The Director of Light
and Power reports to the City Administrator. The Director of Light and Power is also responsible for the
management of the City's Gas System.
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City Council
The current members of the City Council are as follows:
Leonis C. Malburg, Mayor, was fast elected to the City Council in 1956 and was first appointed as Mayor
in 1974. Mr. Malburg was born in the City and is the grandson of the City's founding father, John B. Leonis.
Hilario Gonzalez, Mayor Pro Tempore, was first appointed to the City Council in 1974 and has been a
resident of the City since 1952.
William J. Davis, Council Member, was first elected to the City Council in 1981. Mr. Davis was born in
Manila, Philippines and came to the United States in 1969. Prior to retiring, Mr. Davis worked at Edison.
W. Michael McCormick, Council Member, was first elected to the City Council in 1974 and has been a
resident of the City since 1969. Prior to retiring, Mr. McCormick worked at the Safeway treat processing plant in
the City.
Thomas A. Ybarra, Council Member, was first elected to the City Council in 1966. After serving with the
U.S. Anny's 20th Infantry Regiment of the 6th Infantry Division in Korea, Mr. Ybarra worked for the American
Can Company in the City for over 30 years.
City Officials
The following are brief resumes of the senior Light and Power management personnel whom are
responsible for Electric System operations.
Donal O'Callaghan, the Director of Light and Power, and Gas Departments, provides overall direction,
structure, conduct, control and reporting of the Electric System and the Gas System. Prior to joining the City in
March, 2005, Mr. O'Callaghan was employed by the City of Santa Clara as a Project Manager assigned to the Pico
Power Project, 154 MW combined cycle power plant. In addition, Mr. O'Callaghan has held positions in various
locations throughout North America for the past seven years as a Project Manager for several companies including
NEPCO/ENRON and S & B Engineers in which he was responsible for management of the construction and
operation of several power plants. Mr. O'Callaghan received a Bachelor of Science Degree from the University of
Ulster, Jordanstown in 1981 and is a member of the Mechanical Engineers Institute and the Chartered Engineers
Institute. Mr. O'Callaghan has 29 years of global experience in the power industry including engineering, power
generation, transmission, distribution, operations, commissioning/startup, facility and projects management.
Peter Hervish is the Technical Services Manager of the Light and Power Department responsible for
engineering and operations support. Mr. Hervish has over 25 years of experience in the power industry spanning all
facets of power plant engineering and maintenance. Prior to joining the City in April-2005, Mr. Hervish held several
positions at Progress Energy, Inc., including Manager of Plant Maintenance and Construction Projects and Lead
Engineer. Prior to his tenure at Progress Energy, Mr. Hervish held several positions at what is now
Siemens/Westinghouse Power Corporation and at Foster -Wheeler Corporation, including Site Installation and
Commissioning Manager, Consortium Site Manager, Project Manager Latin America and Senior Plant Thermal
Systems Engineer. Mr. Hervish holds a Bachelor of Science degree and a Masters degree from the State University
of New York. During his tenure at Siemens/Westinghouse and Foster -Wheeler, Mr. Hervish was granted several
patents and published a number of articles on engineering and plant maintenance/operations.
Carlos Fandino is the Transmission and Distribution Operations and Maintenance Manager of the Light and
Power Department. Mr. Fandino has over 17 years of experience in the Light and Power ,Department and is
responsible for the day-to-day operations of the electric transmission and distribution facilities. Mr. Fandino holds a
Bachelor of Science Degree in Engineering from the University of Woodbury, magna cum laude.
Krishna Nand has been the Environmental Compliance Manager for the Light and Power Department since
March 2005. Dr. Nand has over 40 years of experience in the area of environmental impacts and permit compliance.
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Prior to joining the City, Dr. Nand worked for 20 years at Parsons Engineering, Inc. where he achieved the position
of Senior Project Manager. While at Parsons Engineering, hic., Dr. Nand was the Application for Certification
Project Manager for the MGS as well as the repowering projects at the Haynes Electrical Generating Station and the
Valley Electrical Generation Station of the Los Angeles Department of Water and Power and for the Glenann
Electrical Generation Station of the City of Pasadena Water and Power Department. Dr. Nand holds a Masters of
Science and a PhD in Physics, as well as a Bachelor of Science in Physics, Chemistry, and Mathematics, from the
University of Lucknow, India.
POWER SUPPLY RESOURCES
General
The Electric System's current power supply resources consist of: (i) the PPTA; (ii) a long -tern power
purchase contract with the Southern California Public Power Authority ("SCPPA") with respect to a portion of
SCPPA's interest in the Palo Verde Nuclear Generating Station ("PVNGS"); (iii) two small gas generating units (the
"H. Gonzales Generating Station") at Station A used for reserve purposes; and (iv) a long-term tern contract with
American Electric Power. The City also owns the Johnson & Heinz Diesel Plant consisting of five diesel generator
units installed in 1933, which is currently used only for emergency purposes. [Add discussion of development of
900 MW plant and wind farm land acquisition as appropriate.]
The power supply resources of the Electric System for the past five Fiscal Years are described in the
following table.
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OHS West:260486794.2
CITY OF VERNON
ELECTRIC SYSTEM
POWER SUPPLY RESOURCES
Fiscal Year Ended June 30
2004
2005
2006
2007
2008
Short -Term Contracts tlr
Actual Energy
376,996
401,460
522,181
438,270
664,941
Percentage of Total Energy
28.15%
29,33%
32.54%
25.86%
37.66%
Long -Term Contracts (2)
Actual Energy
857,600
868,000
356,000
245,600
245,600
Percentage of Total Energy
64.04%
63.42%
22.18%
14.49%
13.91 %
SCPPA Palo Verde
Actual Energy
78,785
79,168
65,888
81,260
77,017
Percentage of Total Energy
5.88%
5.78%
4.11%
4.79%
4.36%
Hoover Upgrade
Actual Energy
25,752
20,004
24,993
24,732
24,061
Percentage of Total Energy
1.92%
1.46%
1.56%
1.46%
1.36%
MGS and other City -Owned
Generation (3)
Actual Energy(4)
0
0
635,782
904,839
754,108
Percentage of Total Energy
0.00%
0.00%
39.62%
53.39%
42.71 %
Total Energy
1,339,133
1,368,632
1,604,844
1,694,701
1,765,727
"' Tenn of less than one year.
(2) Term of one year or longer.
(3) Megawatt hours ("MWhs").
(4) As discussed above in the caption "IMPLEMENTATION OF RESOURCE OPTIMIZATION PLAN," the City
has sold the MGS and entered into a long term contract with the purchaser for 100% of the output from the
Station. See "Malburg Generating Station —Power Purchase Tolling Agreement" below. In addition, there was
a reduction in actual energy due to shutdown in September, 2007. See "Malburg Generating Station —
Operation of Facility to Date."
Malburg Generating Station
Description of Facility. The MGS is a 120 MW base load/134 MW full load combined cycle, natural gas -
fired, electric power plant located at Station A. The MGS achieved commercial operation in October 2005. The
MGS includes two Siemens (formerly Alstom) GTXI00 natural gas -fired combustion turbine generators ("CTGs")
known as Malburg Units 1 and 2. Hot exhaust gases fiom the CTGs are directed to two parallel heat recovery steam
generators ("HRSGs"). Steam from the HRSGs are directed to a steam turbine generator ("STG") known as
Malburg Unit 3. The HRSGs include duct burners to increase steam output and achieve higher levels of power
output from the steam turbine in selected modes of operation. The CTGs are each equipped with an evaporative
inlet air cooler/filter to cool combustion turbine inlet air and achieve higher levels of power- from the CTGs in
selected modes of operation. The exhaust gases from each HRSG are released to the atmosphere through a 110-foot
high stack. Each CTG and the STG are separate electric generators. Each generator, rated at 13.2 kilo -volts ("kVs"),
is connected to the existing 66 kV bus at the Vernon Substation, located at Station A, through three separate 13.2/66
kV generator step up transformers.
The MGS also includes a new staff parking area, electrical equipment building, cooling tower, condenser, a
gas metering and pressure regulating station, fuel gas compressor skid, water storage tank, and water treatment and
wastewater treatment facilities. There are also pipelines for gas supply, water supply, and wastewater discharge.
The City has [entered into a lease with/provided a license to] Bicent with respect to the land on which the MGS and
related facilities are located.
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Air emission control technology employed at the MGS consists of dry low nitrogen oxide combustors in
the CTGs, with a selective catalytic and CO reduction system in the HRSGs to achieve the Best Available Control
Technology/Lowest Available Emission Rate requirements of the local air quality management district. The MGS
consumes water for cooling tower makeup, steam cycle makeup, the CTG inlet air evaporative cooler, fire protection,
and domestic uses. Reclaimed water supplied by the Central Basin Municipal Water District is the primary source
used for cooling tower makeup and steam cycle makeup. Wastewater discharge from the MGS is discharged to the
existing sanitation districts of the Los Angeles County sewer system via a clarifier and oily water separator. The
MGS is fueled entirely by pipeline quality natural gas. A new looped 10-inch diameter, 1 300-foot long, lateral
natural gas pipeline delivers natural gas to Station A from the local natural gas distribution system of the City. The
City system, in tum, is interconnected to a line at the Spence Street station of the Southern California Gas Company
("SoCal Gas Company"). While the SoCal Gas Company line is rated at a maximum allowable operating pressure
of 720 pounds per square inch gauge ("psig"), SoCal Gas Company does not guarantee the delivery pressure.
During times of the year when the delivery pressures are less than the required minimum CTG inlet pressure
requirement of 378 psig, three new 50 percent natural gas compressors boost the natural gas pressure to the
minimum required. See "NATURAL GAS PROCUREMENT" below.
Since October 2005, the City has operated the MGS as a base -load resource to provide energy to serve the
City's electric utility customers. There have been no significant forced outages at the facility since commercial
operations began in October 2005, other than as described below. The MGS is operating with a capacity factor
between 60% and 85%, and has had an availability factor of between 90% and 981/o. The Malburg Generating
Station operates 7 days per week and generally 24 hours per day.
Operation of Facility to Date. The City has been operating the MGS since commercial operation
commenced in 2005. Except for a 71 day shutdown in September, 2007 due to; equipment failure, the facility has
operated consistently as a baseload plant within warranted heat rates and emissions. The equipment failure was
covered by warranty at no cost, including replacement power, to the City. In the Fiscal Year ended June 30, 2008,
the MGS provided 754,108 megawatt -hours ("MWhs") of energy to the City. As described under
"IMPLEMENTATION OF RESOURCE OPTIMIZATION PLAN," the City has sold the MGS to Bicent, which has
assigned its rights to the MGS to BCM. The sale closed on April 10, 2008. Pursuant to the PPTA, the City has
contracted for the capacity and energy of the facility.
Power Purchase Tolling Agreement. Pursuant to the PPTA, the City acquired all of the capacity and
energy of the MGS for a fifteen year term. The tern can be extended by Bicent for an additional five years. The
City will dispatch the MGS and will be the Scheduling Coordinator for the transmission of MGS energy over the
CAISO — controlled transmission grid. The City has the right to designate a portion of the MGS capacity and
associated energy to provide resource adequacy for the Electric System and ancillary services. The City's right to
send dispatch notices for the MGS over CAISO-controlled transmission facilities will be subject to any requirements
the City has set for the use of the MGS for resource adequacy or ancillary services and to the operational constraints
of the MGS.
The City is to pay a fixed capacity charge under the PPTA based on the per kilowatt demonstrated capacity
of the MGS. The fixed capacity payments escalate over the term of the PPTA. The amount of MGS capacity on
which the capacity payments is subject to periodic testing and adjustment. If the MGS is not available for specified
hours during specified times of the year, the amount of the capacity payment is adjusted.
The City is to pay a fixed amount (subject to escalation) for each MWh of electricity produced by MGS. hi
addition, a change in the heat rate of MGS from the standards specified in the PPTA trigger an adjustment to the,
energy charge. If the heat rate improves, BCM will be entitled to additional payments from the City. If the heat rate
deteriorates, the City will be entitled to payments from BCM.
The City will be responsible for supplying the MGS with natural gas. To the extent the City fails to
provide sufficient natural gas, BCM will be excused from providing energy fiom the MGS in response to dispatched
notices from the City. Except as otherwise provided in the PPTA with respect to scheduled outages and events of
force majeure, in the event a dispatch notice to deliver energy cannot be met by the MGS, BCM may provide
substitute energy. The amount of substitute energy is limited by California law to fifteen percent of the total : OHS West.26o472363.t
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MGS or with substitute energy, then BCM is obligated to pay the City the costs of replacement energy in accordance
with the PPTA. [Do we need to describe how Vernon dispatches energy from MGS?]
Payments due from the parties under the PPTA are to be made monthly in arrears and payments due from
the parties on any date are to be netted against each other.
Scheduled outages are limited to three hundred thirty-six hours in any contract year except for major
overhauls which pen -nit additional hours of scheduled outage. No scheduled outage is permitted from June 1
through October 31 of each year.
BCM has covenanted in the PPTA to operate, inspect, maintain and repair the MGS in accordance with
applicable law, required permits and good utility practices.
A party's obligation to perform pursuant to the PPTA, other than the obligation to make payments, are to
be suspended when such performance is prevented by an event of force majeure. If the party cannot resume
performance within six months due to the event of force majeure, the other party may terminate the PPTA with no
payment obligation other than for accrued amounts.
The PPTA limits the amount of BCM's debts secured by a security interest in, or mortgage on, the MGS.
The City has a security interest in and mortgage on the MGS to secure amounts owed to it under the PPTA. The
City's. security interest and mortgage is subordinate to the security interest and mortgage granted by BCM to lenders
in connection with its financing of the purchase of the MGS. Under the PPTA, BCM is to take the actions specified
in the PPTA to establish and continue the City's security interest in, and mortgage on, the MGS.
Events of default under the PPTA applicable to both parties are: a failure to make a payment due
thereunder within ten days of notice; any materially false or misleading representation or warranty; unexcused
failure to perform a material covenant or obligation (other than those constituting a separate event of default) within
fifteen days of notice; a bankruptcy event.(as defined in the PPTA); or a merger, transfer of assets or consolidation
occurs and the resulting surviving or transferee entity fails to assume obligations under the PPTA to the satisfaction
of the other party. Events of default under the PPTA with respect to BCM are to be: unless otherwise excused
under the PPTA, failure of MGS to maintain capacity at specified a level for a specified time; failure to provide
required credit support; BCM sells, or enters into a contract to sell, capacity or energy of the MGS to an entity other
than the City; or. BCM assigns the PPTA in violation of its terms. Upon the occurrence of an event of default, the
non -defaulting party can designate an early termination date for the PPTA with all events of default other than a
failure to pay amounts due under the PPTA or a bankruptcy event requiring an opportunity to cure. If an early
termination date for the PPTA is established, the defaulting party is to pay the other party its economic loss, if any,
as a result of such termination plus costs.
SCPPA Palo Verde Nuclear Generating Station Interest
General. PVNGS is located approximately 50 miles west of Phoenix, Arizona. PVNGS consists of three
nuclear electric generating units (numbered 1, 2 and 3), with a design electrical rating of 1,333 MWs (unit 1), 1,336
MWs (unit 2)" and 1,269 MWs (unit 3). PVNGS's combined dependable capacity is 3,872 MWs and its combined
maximum capacity is 3,938 MWs. Each PVNGS generating unit is designed for a 40-year life and operates under
40-year Full -Power Operating Licenses from the Nuclear Regulatory Commission (the "NRC") expiring in 2024,
2025 and 2027, respectively. Arizona Public Service Company ("Arizona Public Service") is the operating agent for
PVNGS. After the construction and maintenance discussed below is complete, the PVNGS generating units will
have a design electrical rating of 3,938 MWs and a combined dependable capacity of 3,872 MWs. For the fiscal
year ended June 30, 2008, PVNGS provided over 77,000 MWhs of energy to the Electric System. The City has a
4.90% generation entitlement interest in the 5.91% ownership share of PVNGS that belongs to SCPPA through its
"take -or -pay" power contract with SCPPA (totaling approximately 11 MWs of dependable capacity), a joint powers
authority in which the City participates. Co -owners of PVNGS include Arizona Public Service; the Salt River
Project Agricultural Improvement and Power District, a political subdivision of the State of Arizona, (the "Salt
River Project"); Edison; El Paso Electric Company; Public Service Company of New Mexico; SCPPA; and the City _
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Construction and Maintenance. As a result of stress corrosion cracking, the owners of PVNGS approved
the replacement of two steam generators in each of its generating units, to provide for the continued use of the units
to the end of their projected 40-year life. In 2003, generating unit 2 underwent a replacement of steam generators
and low-pressure turbine rotors, which resulted in an increase in power output of 68 MWs. hi 2005, generating unit
1 underwent a similar replacement, which resulted in an increase in power output of 71 MWs. The steam generators
for generating unit 3 also experienced stress corrosion cracking and are expected to be replaced together with the
low-pressure turbine rotors in 2008. A power output increase similar to generating units 1 and 2 is expected. Due to
anticipated cracks, the PVNGS owners approved the replacement of the reactor vessel heads in all three generating
units beginning in 2009. In February 2007, the NRC increased the monitoring of PVNGS by placing it into
Category 4 of regulation for nuclear power units, making it one of the most monitored nuclear power plants in the
United States. The decision was made after the NRC discovered that electrical relays in a diesel generator did not
function during tests in July and September of 2006. Management and operational changes are being implemented
at PVNGS.
PVNGS's cooling water reservoirs and evaporation ponds show significant degradation. Such degradation,
if not remedied, could allow liquid discharge in violation of PVNGS's aquifer protection permit and thereby impact
the continuous operation of PVNGS. PVNGS constructed a new water reservoir and put it into service in 2007. The
owners of PVNGS have approved the relining of the prior cooling water reservoir and relining is in progress. The
current evaporation ponds are almost full and the owners of PVNGS have approved the construction of a new
evaporation pond, which is required to expand capacity for the storage of waste water.
The City is responsible for its share of the costs of all the items described above.
Decommissioning Costs. Without extension of the operating licenses, the PVNGS generating units will be
decommissioned shortly after the operating licenses expire. The owners of PVNGS have created external accounts
to fund the costs of decommissioning PVNGS. Based on a 2004 estimate, which is the most recent estimate of
decommissioning costs, the City estimates that its share of the amount required for decommissioning PVNGS is
100% funded. Such estimates are based on certain assumptions as to decommissioning costs and investment returns.
No assurance or guarantee can be given that anticipated investment will be sufficient to fully fund the City's share of
decommissioning PVNGS costs.
Nuclear Waste Storage and Disposal. Generally, federal and state efforts to provide adequate interim and
long-term storage facilities for low-level and high-level nuclear waste have proven unsuccessful to date. Although
federal and state efforts continue with respect to such storage and disposal facilities, the City is not able to predict
the schedule for the permanent disposal of radioactive wastes generated at PVNGS. Arizona Public Service, which
currently stores spent nuclear fuel in on -site pools near the units, has advised the City (through SCPPA) that until a
permanent repository for high-level nuclear waste is developed by the federal government becomes available,
additional on -site spent fuel storage is required by using dry casks similar to those currently used at 18 other nuclear
plants. Since the spent fuel pools ran out of storage capacity, an Independent Spent Fuel Storage Installation was
built to provide additional spent fuel storage at the site while awaiting permanent disposal at a federally developed
facility. The installation uses dry cask storage and was designed to accept all spent fuel generated by PVNGS
during its lifetime. As of June 30, 2007, 54 casks, each containing 24 spent fuel assemblies, have been put into
storage in the Independent Spent Fuel Storage Installation.
Arizona Public Service ships all of its low-level radioactive waste to available disposal sites in Utah and
South Carolina. In August 1995, a storage facility for low-level radioactive materials was opened at PVNGS to
allow temporary on -site storage in case the disposal sites are not available. Arizona Public Service estimates that the
storage facility has sufficient storage capacity to store up to nine years of low-level radioactive waste produced at
PVNGS and that it could be expanded to allow for additional storage of low-level waste until the end of operation of
PVNGS.
Hoover Uprating Program
General. The City participated in the Hoover Uprating Project. The Hoover Uprating Project consists
principally of the uprating of the capacity of 17 generating units at the hydroelectric power plant (the "Hoover Deleted: OHS West260472363.1 l
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Plant") of the Hoover Darn, located approximately 25 miles from Las Vegas, Nevada. Modern insulation
technology made it possible to "uprate" the nameplate capacity of the existing generators. The U.S. Bureau of
Reclamation (the `Bureau") owns and operates the Hoover Dam facility and the United States Department of
Energy Western Area Power Association markets the power from the facility. The City has a Contract for Electrical
Services (the "CES") with Western pursuant to which the City made an upfront payment for its share of the
construction cost of the Hoover Upgrading Project, is entitled to approximately 22 MWs of capacity (calculated
based on 1.1% of t,951 MWs of total contingent capacity) and 28,000 MWhs of associated energy amorally from
the Hoover Upgrading Project through 2017. The City is responsible for its share of the operating costs of the
facility.
Drought Conditions. Due to recent drought conditions and low lake levels, the City's capacity entitlement
at the Hoover Plant was reduced to 17 MWs (calculated based on 1.1% of 1,546 MWs available capacity.)
Environmental Considerations. The lower Colorado River has been included in a critical Habitat
Designated Area which required the Bureau of Reclamation to prepare and file with the United States Fish and
Wildlife Service a Biological Assessment on the effect of its operations of the lower Colorado River on endangered
species therein. Thereafter, the United States Fish and Wildlife Service'issued a Biological and Conference Opinion
regarding the Bureau of Reclamation's operations and outlined remedial actions to be taken to correct adverse
effects to endangered species. Such remedial actions could affect the operation of the Hoover Plant, which would in
turn affect the Hoover Plant customers, such as the City. The City believes that any effect on future operations will
be minor; however there is a possibility that a "worst -case" scenario could reduce the Hoover Plant customers'
available capacity from the Hoover Plant by approximately 75%. The Hoover Plant customers, such as the City,
together with certain other parties, are working on a plan in cooperation with the Bureau of Reclamation and the
United States Fish and Wildlife Service to mitigate operational scenarios that would negatively affect the Hoover
Plant customers and the other parties.
Hoover Contract for Differences. At the time of the closing of the sale of the MGS (See
"IMPLEMENTATION OF RESOURCE OPTIMIZATION PLAN"), the City entered into the Hoover Differences
Contract with BCH. The Hoover Differences Contract generally provides for the City's swapping the economic
benefits and burdens under the CES for fixed energy and capacity payments. For each month through September
2017, a monthly payment (the "Monthly Swap Payment") is to be determined. The Monthly Swap Payment is
calculated by netting the City payments for capacity and energy under the CES for the month against specified fixed
(subject to escalation) energy and capacity prices. To such netted amount certain credits under the CES are added
and certain payments under the CES are subtracted. If the resulting Monthly Swap Payment is a positive number,
the City is to pay this amount to BCH. If the resulting Monthly Swap Payment is a negative number, BCH is to pay
the absolute value of this amount to the City. '
Payments wider the Hoover Differences Contract are to be made monthly and amounts due from each of
the parties under the Hoover Differences Contract for any month are to be netted against each other.
Events of default under the Hoover Differences Contract applicable to both parties are: a failure to make a
payment due thereunder within ten days of notice; any materially false or misleading representation or warranty;
unexcused failure to perform a material covenant or obligation (other than those constituting a separate event of
default) within fifteen days of notice; a bankruptcy event (as defined in the Hoover Differences Contract); or a
merger, transfer of assets or consolidation occurs and the resulting surviving or transferee entity fails to assume
obligations under the Hoover Differences Contract to the satisfaction of the other party. Events of default under the
Hoover Differences Contract with respect to City are to be: a tennination of the CES by the City or a termination of
the CES due to a default or any other action by the City.
Upon the occurrence of an event of default, the non -defaulting party can designate an early termination date
for the Hoover Differences Contract with all events of default other than a failure to pay amounts due under the .
Hoover Differences Contract or a bankruptcy event requiring an opportunity to cure. If an early termination date for
the Hoover Differences Contract is established, the non -defaulting party is to calculate an amount equal to the
present value of its loss or gain (exclusive of costs) resulting from the termination of the Hoover Differences
Contract. Any such loss (plus costs) is to be paid by the defaulting party to the non -defaulting party. Any such gain Deleted: GHS west.260472363.1
(less costs) is to be paid by the non -defaulting party to the defaulting party. 41612-1 JRWJRH
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If the CES is terminated by Western other than as a result of a default or other action by the City, the
Hoover Differences Contract will automatically terminate and no payments by either party will be due as a result of
such termination.
Power Purchase Agreements
Long -Term Power Contracts. The City has one fixed -price contract with American Electric Power for the
purchase of power for the on -peak period. The amount of power to be delivered under such contract decreases over
time from [50] MWs on -peak at the beginning of calendar year 2008 to 25 MWs on -peak by the end of calendar year
2010. This contract is in the form of the Western Systems Power Pool power purchase agreement.
Short -'Perm Power Contracts. The City expects to provide power for the Electric System's load
requirements that are not met from its own resources (including the power purchased from Bicent pursuant to the
PPTA) or from the long-term power purchase contract described above tlu-ough short -tern power purchases. The
cost of power under such contracts will vary depending on then existing market conditions, which can be affected by
a number of factors.
Reserve Generating Facilities
H. Gonzales Generating Station. The City owns the H. Gonzales Generating Station consisting of two gas
turbine units located at Station A with each unit having a net capacity of 5.5 MW. The two units are used for
peaking purposes and are not expected to be used more than 500 hours per year. Each of the units are restricted to
run on natural gas for no more than six hours per day or on diesel fuel for no more than five hours per day.
Johnson & Heinz Diesel Plant. The City owns the Johnson & Heinz Diesel Plant consisting of five diesel
generator units installed in 1933. Each unit has a net capacity of 3.5 MW for a total net capacity for the plant of
17.5 MW. One of the units is currently inoperable. The other four units are currently usedonlyfor emergency
purposes. These units operate very few hours per year with an operational restriction of 199 hours each per year.
The Johnson & Heinz Diesel Plant is located at the City's existing Station A.
TRANSMISSION RESOURCES
The City had an undivided percentage ownership interest in the Mead -Phoenix Transmission Project, an
approximately 250-mile, 500 kV AC transmission line extending from Phoenix, Arizona to Boulder City, Nevada,
and related facilities and equipment. The City had an undivided percentage ownership interest in the Mead-
Adelanto Transmission Project, an approximately 200-mile, 500 kV AC transmission line extending from Adelanto,
California to Boulder City, Nevada, and related facilities and equipment. The City also had an undivided percentage
ownership interest in the California -Oregon Transmission Project, a 339 mile, 500 kV AC transmission line between
southern Oregon and central California.
As more particularly described under "IMPLEMENTATION OF RESOURCE OPTIMIZATION PLAN"
above, the City entered into agreements to sell all of its transmission assets. Pursuant to the TANC Agreement, the
City sold its interests in the California -Oregon Transmission Project. Pursuant to the Starwood Agreement, the City
sold its interests in the Mead-Adelanto Transmission Project and the Mead -Phoenix Transmission Project. To the
extent the City does not satisfy its load requirements from generation resources located in the City, the City will
arrange for transmission of electric energy through the CAISO.
Due to the transfer of its transmission assets, the City is no longer a Participating Transmission Owner
("PTO") in the CAISO and will no longer receive a Transmission Revenue Requirement from the CAISO.
INTERCONNECTION AND DISTRIBUTION FACILITIES
The Electric System is interconnected with the Edison system at the Laguna Bell substation. The City
owns the facilities for the distribution of electric power within the city limits of the City, which includes
approximately 30 miles of 66kV power lines (of which approximately 5% are underground), and approximately 125Deleted: OHS West:260472363.1
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miles of 7kV power lines (of which approximately 15% are underground). The Electric System has eight active t
primary substations, three of which are dedicated customer substations and five are regular distribution substations.
The City is implementing a multi -year Electric System Distribution System Master Plan to replace older facilities
and to upgrade the distribution system. See "CAPITAL REQUIREMENTS".
NATURAL GAS PROCUREMENT
Since 1988, the City has provided for the acquisition and delivery of natural gas to Station A to serve the
H. Gonzales gas units. The City obtains the natural gas for the MGS and the H. Gonzales Station through its Gas
Department.
Gas Supply Agreement. As described under "ACQUISITION OF GAS SUPPLY" in the forepart of this
Reoffering Memorandum, in June 2006, the Vernon Natural Gas Financing Authority (the "Authority") purchased a
fifteen -year prepaid supply of natural gas (the "Gas Supply") from Citigroup Energy Inc. (the "Gas Supplier")
pursuant to an agreement for the purchase and sale of natural gas (the "Gas Purchase Agreement"), between the
Authority and the Gas Supplier. The Gas Supplier's payment obligations under the Gas Purchase Agreement are
guaranteed by its parent, Citigroup, Inc. pursuant to a Guarantee dated as of June 27, 2006 (the "Guarantee"). The
Gas Purchase Agreement provides for monthly volumes with an average of approximately 16,000 MMBtu/d
(October to June) and 17,300 MMBtu/d (July to September), with the price fixed at approximately $6.45 per
MMBtu. The City has entered into a commodity price swap agreement with Societe Generale so that the price of
25% of the gas purchased under the Gas Purchase Agreement is at the NGI/SoCal index. Pursuant to the Natural
Gas Purchase Agreement, dated as of June 1, 2006, by and between the Authority and the City (the "Gas Supply
Agreement"), the Authority assigned, sold and transferred to the City the Authority's rights under the Gas Purchase
Agreement and the Guarantee.
The City has covenanted in the Gas Supply Agreement to apply the moneys in the Light and Power Fund to
the payment of Operation and Maintenance Expenses then due and payable, which include the Bond Payments, the
Qualified Swap Payments, the Bank Payments, the Additional Gas Payments and all other amounts due under the
Gas Supply Agreement, before applying such moneys to any other put -pose set forth in the Indenture, including
payment of debt service with respect to obligations payable from Electric System net revenues. Under certain
circumstances, the swap agreements may be terminated and the Authority may be required to make payments to the
swap providers. In the event of early termination of any of the swap agreements, there can be no assurance that
(i) the Authority will receive any termination payment payable to the Authority by the respective swap providers,
(ii) the Authority or the City will have sufficient amounts to pay any termination payment payable to the respective
swap providers, or (iii) the Authority will be able to obtain a replacement swap agreement with comparable terns.
Note 7 in the financial statements of the City for fiscal year ended June 30, 2007 contains a more comprehensive
discussion with regard to the swap agreements. See APPENDIX B — "AUDITED FINANCIAL STATEMENTS OF
THE CITY FOR THE FISCAL YEARS ENDED JUNE 30, 2007 AND JUNE 30, 2006."
Power Purchase Toll Agreement for MGS. As part of the sale of the MGS, the City entered into the PPTA,
pursuant to which the City acquired the rights to the capacity and energy of the MGS for the term of the PPTA. See
"POWER SUPPLY RESOURCES — Malburg Generating Station — Power Purchase Tolling Agreement." Pursuant
to the PPTA, the City has the right to dispatch the MGS but must provide the natural gas necessary to produce the
electric energy. Due to restrictions stemming from the tax-exempt financing for the Gas Supply, the City is not able
to use the Gas Supply as the fuel delivered to the MGS pursuant to the PPTA. As a consequence, the City'plans to
utilize the Gas Supply to serve retail customers of City's Gas System (other than MGS) by selling the gas to the Gas
Department and to sell any excess gas in the market. The City expects to apply the proceeds of the sale of the Gas
Supply to pay for power and energy for the Electric System under power purchase contracts other than power
purchase contracts in place at the time of the sale of the MGS. The City would then apply amounts in the Light and
Power Fund to the purchase from the market of the gas necessary to operate the MGS.
RECENT DEVELOPMENTS AFFECTING THE POWER SUPPLY
The City relied on power purchase contracts to.provide over percent of the energy delivered by
the Electric System in the Fiscal Year ended June 30, 2008 [How do we calculate Hoover/PV/AEP/ST/Etc.?]. The
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City anticipates relying on power purchase contracts to provide for any growth in its customer load. A number of
actions have recently been taken by government officials and regulators which have an impact of the amount of
power the City must have available to have resource adequacy and the nature of generation resources which the City
must include in its resource base. Certain elements of these actions are described below.
Resource Adequacy
On February 9, 2006, the CAISO filed with FERC its Market Redesign and Technology Upgrade
("MRTU") tariff amendment to implement a comprehensive overhaul of the electricity markets administered by the
CAISO. The MRTU is intended, among other things, to ensure that the CAISO has sufficient capacity available to
maintain reliability on the CAISO grid. The MRTU requires that all scheduling coordinators for all load -serving
entities ("LSEs"), which include the City, meet standards concerning forward capacity and energy procurements to
meet their load requirements. On September 21, 2006, FERC issued an order conditionally accepting the CAISO's
MRTU filing.
In September 2005, the Governor signed into law AB-380, which requires the California Public Utilities
Commission (the "CPUC") to establish resource adequacy requirements for all LSEs within the CPUC's jurisdiction.
Municipally -owned utilities such as the City's Electric System, were not included in AB-380. In addition, AB-380
requires publicly -owned utilities to procure adequate resources to meet their peak demands and reserves. hi October
2005, the CPUC issued a decision stating that LSEs under its jurisdiction would be required, by June 2006, to
demonstrate that they have acquired capacity sufficient to serve their forecast retail customer load plus a 15-17%
reserve margin. [Did AB-380 also require Energy Comm. to adopt resource adequacy requirement for
municipalities?]
On March 13, 2006, the CAISO filed with FERC a tariff amendment to establish an Interim Reliability
Requirements Program (the "IRR Program"). The IRR Program incorporates the CPUC's resource adequacy
requirements into the CAISO Tariff and maintains these requirements until the MRTU Tariff amendment is
implemented. The CAISO's FERC filing would impose the IRR Program requirements on LSEs that are not CPUC
jurisdictional entities such as the City. On May 12, 2006, FERC approved, for the most part, the CAISO's IRR
Program filing. 11
The City is unable at this time to predict the impact of these filings and decisions on the City and the
California electric utility industry generally. However, due to system requirements, a systematic regular planning
process to meet these requirements, and successful implementation of a strategic resource plan, the City believes it
has sufficient power resources to satisfy the system capacity requirements as required by MRTU, AB-380 and the
IRR Program.
Resource Mix
SB-1368 (Chapter _ of the Laws of 200) provides for a restriction on the negotiation of contracts with
potential baseload fossil fuel electric generating resources that exceed the rate of emissions for greenhouse gases for
existing combined -cycle natural gas baseload generation and seeks to allow the California State Energy Resources
and Conservation and Development Commission (the "CEC") to establish a regulatory framework necessary to
enforce the greenhouse gas emission performance standard for publicly -owned utilities. The CEC adopted
regulations establishing the same standards as were adopted by the CPUC with respect to California's investor -
owned utilities (the "IOUs") under SB-1368.
SB-1037 requires that each publicly owned electric utility prior to procuring new energy generation
resources, first acquire all available energy efficiency, demand reduction, and renewable resources that are cost
effective, reliable and feasible. SB-1037 also requires each municipal electric utility to report annually to its
customers and to the CEC its investment in energy efficiency and demand reduction programs.
SB-1078 requires that the California IOUs adopt a renewable portfolio standard ("RPS") to meet a
minimum of 1 % of retail energy sales needs each year from renewable resources and to meet a goal of 20% of their
retail energy needs from renewable energy resources by the year 2017. SB-107 advances this date to 2010. Deleted: OHS West:260472363.1
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SB-1078 also directed the State's municipal electric utilities to implement and enforce a RPS that recognizes the
intent of the Legislature to encourage development of renewable resources, taking into consideration the impact of a
utility's standard on rates, reliability, financial resources, and the goal of environmental improvement. The City has
adopted an RPS as required by SB-1078.
SB-107, which accelerates the State's RPS to require retail sellers of electricity (excluding municipal
utilities) to procure at least 20% of their retail sales from renewable power by 2010 instead of 2017. Municipal
utilities are requested by the legislation to similarly accelerate their RPS goals.
Since the implementation of SB-1078, the CPUC and the CEC have taken a number of actions that have
had an impact on the renewable energy goals set by the legislation. These actions seek primarily to accelerate the
time line for meeting the renewable resource development goals and to provide additional standards for future
extension of the goals. hi order to overcome the challenges associated with meeting accelerated renewable portfolio
goals, the CPUC and the CEC supported the implementation of a renewable energy certificate trading system to
meet the accelerated renewable portfolio goals, but that system is not yet in effect. Proceedings at the CPUC are in
progress that are investigating the potential use of tradable renewable energy certificates for use by Community
Choice Aggregators and Energy Service Providers in order to facilitate meeting the. accelerated renewable portfolio
goal. Pursuant to SB-1078, the CEC collaboratively with the Western Governors' Association and the Western
Electricity Coordinating Council has undertaken the development and establishment of the Western Renewable
Energy Generation Information System, which will be used to ensure the integrity of renewable energy certificates
and prevent the double counting of the certificates. The tracking system has been operational since late 2007.
AB-2021 is intended to enable the State to meet its goal of reducing total forecasted electrical consumption
by ten percent over the next ten years. AB-2021 requires municipal electric utilities on or before September 30,
2007 and by June 1 of every third year thereafter, to identify all potentially achievable cost-effective electricity
efficiency savings and to establish annual targets for energy efficiency savings and demand reduction over the next
10 years and to report those targets to the CEC within 60 days of adoption. hi accordance with AB-2021, the City
adopted energy efficiency "goals" or targets.
SB-1 (also known as the "California Solar Initiative") requires municipal utilities to establish a program
supporting the stated goal of the legislation to install 3,000 MW of photovoltaic energy in California. Municipal
utilities are also required to establish eligibility criteria in collaboration with the CEC for the funding of solar energy
systems receiving ratepayer funded incentives, which would be established through a public process no later than
January 1, 2008. The City established its energy efficiency and solar photovoltaic program and goals in accordance
with the California Solar Initiative. The legislation gives a municipal utility the choice of selecting an incentive
based on the installed capacity, starting at $2.80 per watt, or based on the energy produced by the solar energy
system, measured in kilowatt-hours. Incentives would be required to decrease at a minimum average rate of 7% per
year. Municipal utilities also have to meet certain reporting requirements regarding the installed capacity, number
of installed systems, number of applicants, and awarded incentives.
CAPITAL REQUIREMENTS
The City expects capital requirements for the Electric System for the five Fiscal Years ended June 30, 2008
through 2012 to aggregate approximately $ million. The capital requirements consist primarily of upgrades,
improvements and extensions of the Electric System's distribution system, switchyards and transmission
interconnection facilities. The City expects to fund these requirements from funds in the Light and Power Fund and
the proceeds of approximately $40,000,000 principal amount of the City's Electric System revenue bonds expected
to be issued in Fiscal Year 20. See "REVENUE OBLIGATIONS — Electric System Revenue Bonds." The
following table lists the expected annual capital requirements for the Electric System for the five Fiscal Years ended
June 30, 2008 through 2012:
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Capital Requirements
Fiscal Year (in thousands)
2008 $ 10,500
2009 9,400
2010 9,300
2011 10,600
2012
Total $
RETAIL ENERGY SALES
Customers, Retail Energy Sales Revenues and Demand
The average number of customers, retail kWh sales and revenues derived from retail sales, by classification
of service, and peak demand during the five Fiscal Years June 30, 2004-2008, are listed below.
CITY OF VERNON
ELECTRIC SYSTEM
CUSTOMERS, RETAIL SALES, REVENUES AND DEMAND
Fiscal Years Ended June 30
2004 2005 2006 2007
2008
Number of Customers:
Residential 26 30 29 28
26
Commercial 1,020 995 1,048 1,150
1,012
Industrial 858 837 810 707
577
Other 157 182 161 81
77
Total Customers(l) 2 061 2.044 2.048 1966
1,692
Kilowatt -Hour Sales (in Millions)
Residential
0.1
0.1 0.1
0.1
0.1
Commercial
280.4
258.2 296.2
331.1
344.4
Industrial
898.5
852.5 848.1
842.3
876.1
Other
12.7
12.8 12.6
11.7
11.4
Total kWh Retail Sales
1.191.7
1,123.6 1,157.0
1.1 55.2
1. 332.0
Revenues from Sale of Retail Energy
($000's):
Residential
$ 7
$ 7 $ 8
$ g
$ 7
Commercial
24,329
22,955 29,063
29,446
31,978
Industrial
63,838
63,190 65,600
66,751
71,829
Other
891
1,208 1,345
1,206
1,223
Total Revenues from Sale of Energy(2)
89 067
87,360 96,016
97 411
105 037
Peak Retail Demand (MW)
194.4
195.9 195.1
206.3
206.0
Some businesses have more than one meter. The City considered each meter to be a customer
in the Fiscal
Years ended June 30, 2004-2007. For the Fiscal Year
ended June 30, 2008, the
City based the number of
customers on the number of customer accounts, rather than the number of meters.
(2) Excludes 2.85% AB 1890 public benefit
surcharge pursuant to Section 385 of the
California Public Utilities
Code.
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Largest Customers
The Electric System's ten largest customers (by electricity usage) for the Fiscal Year ended June
30, 2008 accounted for approximately 34.6% of the Electric System's energy sales for such period, and
the Electric System's 15 largest customers accounted for approximately 41.6% of the Electric System's
energy sales for such period. The table below sets forth such ten largest customers (by electricity usage)
for the Fiscal Year ended June 30, 2008.
CITY OF VERNON
ELECTRIC SYSTEM
TEN LARGEST CUSTOMERS
For Fiscal Year Ended June 30, 2008
In Vernon
Business Name
Since
Type of Business
Matheson Tri-Gas
2006
Chemical Processing
Owens Illinois Inc.
1944
Container Packaging
Clougherty Packing Co.
1944
Food Processing
Rehrig Pacific Co.
1973
Plastic Products
Overhill Farms, Inc.
1991
Food Processing
Service Packing (United Food Group) 1974
Food Processing
PABCO Paper Products Co.
1957
Building Materials
Exide Techonologies
1964
Environmental Recycling
U.S. Growers Cold Storage, Inc.
1974
Cold Storage
PWP Industries
2001
Plastic Products
ELECTRIC RATES
General
The Electric System's retail rates are established by the City Council and are not subject to regulation by
the California Public Utility Commission or any other state agency. See "RATE REGULATION" herein. The
Electric System provides no free service. The retail rates include a 3% surcharge for payments in lieu of franchise
tax to the City's General Fund and the 2.85% public benefits surcharge under AB 1890. [Please provide explanation
of how this is paid.]
Prior to the addition of the AB 1890 public benefits surcharge to the rates in 1998, the rates had not been
adjusted by the City Council since 1984. Since July 1, 2000, the rates have been increased six times as indicated in
the table below.
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CITY OF VERNON
ELECTRIC SYSTEM
PERCENTAGE CHANGE IN
ELECTRIC RATES
Average Percent Increase
Effective Date
in Rate
December 1, 2007
5.00%
November 1, 2006
5.00
June 1, 2005
4.70
November 1, 2003
3.00
May 1, 2001
19.00
October 1, 2000
9.75
July 1, 2000
16.00
The City has established a Fuel Cost Adjustment Billing Factor (the "FCABF") in connection with the cost
of natural gas related to power generation and purchases. The FCABF went into effect on July 1, 2008 and will be
added to all retail customer bills based on electrical consumption. The FCABF will add an amount to each retail bill
to recover the excess over $7.50 per MMBtu the City pays for natural gas and the embedded cost of natural gas in
power purchased by the City.
The table below sets forth the average billing price per kilowatt-hour of the Electric System's various
customer classes for the periods indicated.
CITY OF VERNON
ELECTRIC SYSTEM
AVERAGE BILLING PRICE
(CENTS PER KILOWATT-HOUR)
Fiscal Year Ended June 30,
2004
2005
2006
2007
2008
Residential
4.96
5.06
5.58
5.57
5.72
Commercial
9.86
8.89
8.46
8.64
9.29
Industrial
6.81
7.41
7.74
7.70
8.20
Other
11.03
9.44
10.64
10.01
10.73
Weighted Average
7.47
7.78
7.95
7.98
8.53
All electric bills are due and payable on the date of billing and become delinquent 20 days thereafter. If
such bills remain unpaid on the 35th day after billing, all electric services are subject to termination until all fees,
charges, penalties and the entire delinquent balance have been paid.
The City considers its write offs for uncollectible accounts to be low by electric utility industry standards
for urban areas. The write offs for uncollectible accounts have been less than 0.1 % over the last five Fiscal Years.
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CITY OF VERNON
ELECTRIC SYSTEM
UNCOLLECTIBLE
ACCOUNTS
Fiscal Year
Uncollectible
Percent of
Ended June 30
Revenues
Gross Billings
2004
$48,435
0.054%
2005
46,499
0.053
2006
55,971
0.057
2007
70,774
0.068
2008
79,246
0.073
REVENUE OBLIGATIONS
Electric System Revenue Bonds
As of June 30, 2007, the City had $271,450,000 principal amount of revenue bonds outstanding payable
from the net revenues of the Electric System. The City has redeemed all of the 2004 Revenue Bonds with a portion
of the proceeds of the sale of certain Electric System assets and does not have any outstanding revenue bonds. See
"CITY PLAN TO OPTIMIZE RESOURCE UTILIZATION."
Concurrently with the Conversion of the 2006 B and C Bonds to Fixed Rate Bonds, the City expects to
issue approximately $100 million of new revenue bonds (the "2008 Electric Revenue Bonds") payable from, and
secured by a pledge of, the net revenues of the Electric System. The City contemplates issuing the 2008 Electric
Revenue Bonds under a new indenture (the "2008 Indenture") and applying a portion of the net proceeds of the 2008
Electric Revenue Bonds to the payment of Termination Payments due upon termination of certain interest rate swap
transactions (see "Interest Rate Swap Agreements" below), the costs of Converting the 2006 B and C Bonds to
Fixed Rate Bonds, and the financing of certain existing Electric System assets. The City may in the future issue
other bonds and incur other obligations payable from the Electric System net revenues under the 2008 Indenture, or
other indentures or issuing instruments or contracts.
Interest Rate Swap Agreements
In connection with certain of the 2004 Revenue Bonds, the City entered into three interest rate swap
transactions with Morgan Stanley Capital Services Inc. ("Morgan Stanley"). For more information concerning these
swap transactions, see Note 7, `BOND INTEREST RATE SWAP AGREEMENTS — Variable to Fixed Swap —
2004 Series A Bonds," "—Variable to Fixed Swap — 2004 Series B Bonds" and "Variable to Fixed Swap — 2004
Taxable Series D Bonds," in the Basic Financial Statements, City of Vernon, for the Fiscal Year Ended June 30,
2007 included in Appendix B.
As described under "ACQUISITION OF GAS SUPPLY — Swap Agreement" in the forepart of this
Reoffering Memorandum, in connection with the acquisition of the Gas Supply under the Gas Supply Agreement,
the Authority has entered into five interest rate swap transactions with Citibank, N.A. New York (one relates to the
2006 B and C Bonds and one relates to each of the four Subseries of the 2006A Bonds). The Authority is to make
its payments under such interest rate swap transactions from Revenues paid by the City under the Gas Supply
Agreement.
The City anticipates terminating all of the swap transactions with Morgan Stanley and the swap transaction
with Citibank, N.A. New York related to the 2006 B and C Bonds upon issuance of the 2008 Electric Revenue
Bonds. The City expects to pay any Termination Payments required of the City on such termination from the
proceeds of the 2008 Electric Revenue Bonds. There can be no assurances given that the City will have sufficient
funds to terminate such interest rate swap transactions as currently planned.
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Natural Gas Commodity Price Swap
In July 2006, the City entered into a natural gas commodity price swap transaction with Societe G6nerale
with a notional amount equal to twenty-five percent of the monthly quantity of natural gas supplied under the Gas
Purchase Agreement. Under this swap transaction, the City receives a fixed price and pays a variable price based on
an indexed price of natural gas. For more information concerning this swap transaction, see Note 7, "BOND
INTEREST RATE SWAP AGREEMENTS — Natural Gas Commodity Swap" in the Basic Financial Statements,
City of Vernon, for the Fiscal Year Ended June 30, 2007 included in Appendix B.
Power Sales Contract with SCPPA for PVNGS
As described under "POWER SUPPLY RESOURCES — SCPPA Palo Verde Nuclear Generating Station
Interest," the City has a 4.90% entitlement interest (11.03 MW) in SCPPA's ownership interest in the PVNGS. The
City has entered into a power sales contract with SCPPA (the "PVNGS Contract"), which provides the City with its
share of capacity and energy from PVNGS. Under the PVNGS Contract, the City is obligated to pay its share of
SCPPA costs associated with PVNGS, including operation and maintenance costs and debt service on SCPPA bonds
issued for the project. The City's payment obligations under the PVNGS Contract are on a "take -or -pay" basis, that
is the City is required to make the payments whether or not the output of PVNGS is interrupted, suspended or
terminated. The City's payment obligations under the PVNGS Contract are required to be treated as operation and
maintenance expenses under the 2008 Indenture and any future electric revenue bond indenture or contract. The
PVNGS Contract provides that under certain circumstances, the City's share of entitlement to the output of PVNGS
and its related payment obligations can be increased to compensate for failures by other SCPPA participants in
PVNGS to meet their obligations under contracts with SCPPA in connection with the project. As of June 30, 2008,
SCPPA had $ principal amount of bonds outstanding for PVNGS and the City had a 4.90% entitlement to
SCPPA's ownership interest in PVNGS.
Gas Supply Agreement with the Authority
As described above, the Authority has acquired the Gas Supply from the Gas Supplier pursuant to the Gas
Purchase Agreement. Pursuant to the Gas Supply Agreement, the Authority assigned, sold and transferred to the
City the Authority's rights under the Gas Purchase Agreement and the Guarantee. Under the Gas Supply Agreement,
the City is obligated to make certain payments, including payments sufficient to pay when due debt service on the
Authority's bonds issued in connection with the Gas Supply, certain swap agreements the Authority has entered into,
and payments to the Gas Supplier under the Gas Purchase Agreement. The City's payment obligations under the
Gas Purchase Agreement are on a "take -or -pay" basis, that is the City is required to make the payments whether or
not the supply of gas under the Gas Purchase Agreement is interrupted, suspended or terminated. The City's
payment obligations under the Gas Supply Agreement are required to be treated as operation and maintenance
expenses under the 2008 Indenture and any future electric revenue bond indenture or contract. As of August ,
2008, the Authority had $387,145,000 principal amount of bonds outstanding for the Gas Supply and had five
interest rate swap transactions and one commodity price swap transaction. The City intends to cause the Authority
to terminate the interest rate swap transaction relating to the 2006 B and C Bonds and to pay any amount due the
counterparty as a result of such termination from the proceeds of the 2008 Bonds. See "ACQUISITION OF GAS
SUPPLY" in the forepart of this Reoffering Memorandum. In the Fiscal Year ended June 30, [20071, the City paid
$[35,302,661] under the Gas Supply Agreement.
SUMMARY OF OPERATING RESULTS
A summary of operating results for the City's Electric System for the five Fiscal Years 2003 through 2007,
as well as for the nine month periods ended March 31, 2007 and 2008 is shown in the following table. This
summary was prepared by the City from information derived from its audited annual financial statements for Fiscal
Years 2003 through 2007 and from unaudited information for the nine month periods ended March 31, 2007 and
2008.
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CITY OF VERNON
ELECTRIC SYSTEM
SUMMARY OF OPERATING RESULTS
Fiscal Years Ended June 30(j)
2003 2004 2005 2006 2007
Operating Revenues:
Electric Sales(') $101,393,301 $107,052,500 $110,484,896 $132,565,018 $138,057,770
Total Operating Revenues $101,393,301 $107,052,500 $110,484,896 $132,565,018 $138,057,770
Operating Expenses:
Cost of Sales
$80,683,554
$88,755,276
$88,592,068
$127,551,769
$111,946,823
In Lieu of Franchise Tax
2,728,886
2,686,035
2,622,352
2,788,933
1 3,147,704
Total OperatingExpenses(4)
$83,412,440
$91,441,311
$91,214,420
$130,340,702
$115,094,527
Operating Income
$17,980,861
$15,611,189
$19,270,476
$2,224,316
$22,963,243
Nonoperating Revenues
(Expenses):
Investment Income
$3,843,381
$2,837,609
$5,221,357
$4,128,341
$6,967,225
Realized Gains/Losses on
Investments
$914,764
InterestExpense(s)
(1,194,634)
(9,179,326)
(28,226,626)
Other Non -Recurring Income
4,170,000(6)
7,148,889(7)
(3,550,000)(8)
(5,257,580)(9)
1,036,42700)
Total Nonoperating Revenue
(Expense), Net
$8,928,145
$9,986,498
$476,723
($10,308,565)
($20,222,974)
Nine -Month Period
Income Before Operating
Transfers from (to) General
Fund") $26,909,006 $25,597,687 $19,747,199 ($8,084,249) $2,740,269
Operating Transfers from (to)
General Fundt�)) (7,314,305) (2,837,609) (2,858,437) 24,421,474 5,205,246
NetIncome(4) $19,594,701 $22,760,078 $16,888,762 $16,337,225 $7,945,515
(') Derived from the Audited Financial Statements of the City of Vernon for June 30, 2007 and prior years.
(') Unaudited.
(;) Includes all operating income.
t4) Excludes depreciation and amortization.
s) For the Fiscal Year 2003-04, interest on outstanding Electric System revenue bonds was capitalized.
In the Fiscal Year 2004-05, interest on the 2004 Electric Revenue Bonds (except 2004 Taxable Series D) was capitalized.
In the Fiscal Year 2005-06, interest on the 2004 Electric Revenue Bonds (except 2004 Taxable Series D) was capitalized until October
2005.
In the Fiscal Year 2006-07, includes interest expense on Series 2004 Electric Revenue Bonds and the Bonds.
(6) Represents payment received by the City in connection with suspension of interest rate swap.
(7) Represents funds received from legal settlement.
(8) Represents payment for legal settlement to Enron.
(9) Primarily represents a legal settlement payment to Mirant Americas Energy Marketing, LP for $15,000,000 in July 2006 and for a legal
settlement from Resource Management International, Inc. for $7,400,000 on November 1, 2006.
(1)0) Represents net payments received by the City in connection with suspension of interest rate swaps.
t)) For the Fiscal Years ended June 30, 2003 through 2005, includes investment income on certain Electric System funds and capital gains
on certain securities sold during the Fiscal Year. For the Fiscal Year ended June 30, 2003, includes amounts paid to the City from the
suspension of an interest rate swap.
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Management's Discussion of Operating Results
[NEED TO UPDATE] The information discussed under this heading relates to the information contained
in the table above, "SUMMARY OF OPERATING RESULTS." The Electric System's operating income increased
by approximately $20.7 million in the Fiscal Year ended June 30, 2007 to $22.9 million. Retail energy sales
increased $4 million to $97.3 million in the Fiscal Year ended June 30, 2007, primarily as a result of the rate
increases of 4.70% in June, 2005 and 5% in November,.2006. Wholesale energy sales increased by $2.3 million in
Fiscal. Year ended June 30, 2007 to $26.7 million. Operating expenses declined $15.2 million in the Fiscal Year
ended June 30, 2007, primarily due to a reduction in energy costs of approximately $10 million. Interest Expense
increased significantly in the Fiscal Year ended June 30, 2007, primarily as a result of treating as City interest, the
interest on the Authority's 2006 Bonds issued to prepay a 15 year supply of natural gas for the MGS.
EMPLOYEE RELATIONS
[NEED TO UPDATE] As of June 30, 2008, _ full-time equivalent City employees were assigned to the
Electric System. Additionally, other City personnel provide support services to the Electric System as required,
including the City' Finance Department and the City Attorney. All of the City's employees, including those assigned
to the Electric System, are non -union. There have been no strikes or other work stoppages against the City within
the last twenty years.
Retirement benefits to City employees, including those assigned to the Electric System, are provided
through the City' s participation in the California Public Employees Retirement System ("CaIPERS"), an agent
multiple -employer retirement system that acts as a common investment and administrative agent for participating
public entities within the State of California.
The State -required City employee salary contributions of 7% for miscellaneous employees and 9% for
safety members are subsidized by the City. The City is required to contribute the remaining amounts necessary to
fund the benefits for its members, using the actuarial basis adopted by the CaIPERS Board of Administration.
The City' s total contribution to CaIPERS for the year ended June 30, 2007 was $4,919,700. City
contribution rates as a percentage of covered payroll were 7.284% for miscellaneous plan members and 18.789% for
safety plan members. The City' s contribution was made in accordance with actuarially determined requirements.
The most recent actuarial valuation performed as of June 30 2005, indicated the City had no unfunded pension
benefit obligation. The City has contributed its annual pension cost payments with respect to all employees as
required by CALPERS and estimates that it will not have any unfunded pension liability as of the next actuarial
valuation. See Note 10, "PENSION" in the Basic Financial Statements, City of Vernon, for the Fiscal Year Ended
June 30, 2007 included in Appendix B.
The City Council approved a post -employment benefit plan for all employees with 20 years of service who
retire at 60 or after 30 years or more of service to the City. The plan pays for qualified employees' medical and
dental insurance premiums and claims from age 60 to 65. Funding of the plan is on a pay-as-you-go basis. During
the Fiscal Year ended June 30, 2007, approximately 352 employees (306 current employees and 46 retired
employees) were eligible to receive benefits. Amounts paid for premiums for the Fiscal Year ended June 30, 2007
totaled $62,898. See Note 13, "POSTEMPLOYMENT BENEFITS" in the Basic Financial Statements, City of
Vernon, for the Fiscal Year Ended June 30, 2007 included in Appendix B.
INSURANCE
The City has obtained various insurance policies that provide coverage for "Special Form Perils" against
direct physical loss or damage, including earthquake and flood, to all real and personal property of the City. The
policy limits for perils other than earthquake and flood are $150 million per occurrence with deductibles of up to
$100,000 per occurrence. The earthquake and flood portion of the policies have limits of $50 million per occurrence
with a 5% deductible. Due to increasing premiums and limitations on available coverage, the City expects to reduce
and possibly eliminate, earthquake and flood insurance coverage. The City has also obtained various insurance
policies that provide general liability, automobile liability and employment benefits liability coverage with policy
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limits of $20 million per occurrence and in the annual aggregate, with a deductible of $2 million. The City has a
workmen's compensation insurance policy with a $50 million limit and a $1 million deductible amount.
Deductibles and amounts in excess of policy limits are self -insured. There have been no significant
reductions of coverage from the prior year. There have been no settlements exceeding insurance coverage for each
of the Fiscal Years ending 2005, 2006 and 2007. See Note 9 "RISK MANAGEMENT" in the Basic Financial
Statements, City of Vernon, for the Fiscal Year Ended June 30, 2007 included in Appendix B.
RATE REGULATION
The City sets rates, fees and charges for electric service provided at retail within its boundaries. The
authority of the City to impose and collect rates and charges for retail electric service is not subject to the general
regulatory jurisdiction of the CPUC. Currently neither the CPUC nor any other regulatory authority of the State of
California nor the FERC reviews such rates and charges. The CEC is authorized to evaluate rate policies for electric
energy as related to the goals of the Energy Resources Conservation and Development Act and to make
recommendations to the Governor, the Legislature and publicly owned electric utilities.
DEVELOPMENTS IN THE CALIFORNIA ENERGY MARKETS
Background; California Electric Market Deregulation
Financial Difficulties of the IOUs and Certain Other Market Participants. In 1996, California partially
deregulated its electric energy market. An independent system operator of the transmission system, the CAISO, was
established, as well as an independent power exchange, the California Power Exchange (the "PX"). The PX was
originally established to permit power generators to sell power on a competitive spot -market basis; however, the PX
has ceased all power exchange operations and filed for bankruptcy protection.
As a consequence of partial deregulation, the California IOUs sold a large portion of their generation
resources. As a result, three major IOUs in California, Pacific Gas & Electric Company ("PG&E"), San Diego
Gas & Electric Co. ("SDG&E") and Edison, were net buyers of electricity. Following the partial deregulation of the
California energy markets, the IOUs were purchasing electricity at fluctuating short-term and spot wholesale prices
while the retail prices that they could charge their residential and small business customers were capped at specified
levels. During portions of 2000 and 2001, the market price of electricity in California significantly exceeded such
capped retail prices, resulting in the deterioration of the creditworthiness of PG&E and Edison and PG&E declared,
bankruptcy. Certain other marketers, power suppliers and power plant developers experienced downgrades of their
credit ratings. PG&E emerged from bankruptcy on April 12, 2004. The credit ratings of PG&E and Edison have
improved since the dislocations of the California energy markets in 2000 and 2001.
State and Federal Investigations. State of California and federal authorities are conducting investigations
and other proceedings concerning various aspects of the California energy markets. These include, for example,
investigations by FERC into alleged overcharging for the sale of electricity (including sales by municipal utilities)
(the "Refund Cases") and alleged manipulation of the electricity market (the Gaming Crisis"). The City participated
in these investigations, but all involvement of the City has been terminated. See "LITIGATION —California Energy
Market Refund Dispute" herein for a discussion of the Refund Cases.
Shortages and Volatility. During 2000 and 2001, California experienced extreme fluctuations in the prices
and supplies of natural gas and electricity in much of the State. Licenses for new power plants have been issued by
the CEC, construction on several power plants has been completed and construction of additional power plants is
underway. Progress on new transmission line projects within California has been slow. There also has been a
substantial rise in the cost of natural gas, which is the fuel source for many of California's electric generating units.
State agencies have issued warnings that further power shortages are possible for Southern California. As a result of
the foregoing and other factors, no assurance can be given that measures undertaken during the last several years,
together with measures to be taken in the future, will prevent the recurrence of shortages, price volatility or other
energy problems that have adversely affected the City and other California electric utilities in the recent past.
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State Environmental Legislation
In addition to recent legislation affecting the Electric System, described under the caption "RECENT
DEVELOPMENTS AFFECTING THE POWER SUPPLY," a number of bills affecting the electric utility industry
have been enacted by the California Legislature. In general, these bills provide for reduced greenhouse gas emission
standards and greater investment in energy -efficient and environmentally friendly generation alternatives through
more stringent renewable resource portfolio standards and Executive Orders signed by the Governor. The following
is a brief summary of certain of these measures.
Greenhouse Gas Emissions. In its 2003 Integrated Energy Policy Report, the CEC recommended that
utilities account for the cost of greenhouse gas emission reductions in utility procurement decisions. In
December 2004, the CPUC also established an $8-$25/ton CO2 fossil fuel adder for the IOUs to reflect the amount
of carbon dioxide that would be emitted by a fossil fuel electric generating unit. The adder represents an estimate of
future costs associated with the purchase of carbon dioxide offsets and fmancial risk associated with potential future
regulation of greenhouse emissions.
Executive Order S-3-05 places an emphasis on efforts to reduce greenhouse gas emissions by establishing
statewide greenhouse gas reduction targets. The targets are: (i) a reduction to 2000 emissions levels by 2010; (ii) a
reduction to 1990 levels by 2020; and (iii) a reduction to 80% below 1990 levels by 2050. Executive Order S-3-05
also called for the California Environmental Protection Agency to lead a multi -agency effort to examine the impacts
of climate change on California and develop strategies and mitigation plans to achieve the targets. Executive Order
S-06-06 directs the State to meet a 20% biomass utilization target within the renewable generation targets of 2010
and 2020 for the contribution to greenhouse gas emission reduction.
SB-1686 (Chapter_ of the Laws of 2006) authorizes the Wildlife Conservation Board (the "WCB") to
take into account the potential of forestlands to beneficially reduce or sequester greenhouse gas emissions when it
prioritizes funds available for proposed acquisitions. SB-1686 also specifies that the WCB may use policies,
protocols and other relevant information developed by the California Climate Action Registry in determining a
project's potential to reduce or sequester greenhouse gas emissions. AB-1925 (Chapter _ of the Laws of 2006)
requires the CEC to develop a cost effective strategy for the geologic sequestration and management of industrial
carbon dioxide.
The Global Warming Solutions Act of 2006 (Chapter _ of the Laws of 2006) (the "GWSA") prescribes a
statewide cap on global warning pollution with a goal of reaching 1990 greenhouse gas emission levels by 2020 and
80% below 1990 levels by 2050. In addition, the GWSA establishes a mandatory reporting program to the Air
Resources Board ("ARB") for significant greenhouse gas emissions and requires the ARB to adopt regulations for
significant greenhouse gas emission sources (allowing ARB to design a cap and trade program) and gives ARB the
authority to enforce such regulations beginning in 2012.
Impact of Developments on the City
The effect of these developments in the California energy markets on the Electric System cannot be fully
ascertained at this time. Also, volatility in energy prices in California may return due to a variety of factors which
affect both the supply and demand for electric energy in the western United States. These factors include, but are
not limited to, the adequacy of generation resources to meet peak demands, the availability and cost of renewable
energy, the impact of greenhouse emission legislation and regulations, fuel costs and availability, weather effects on
customer demand, transmission congestion, the strength of the economy in California and surrounding states and
levels of hydroelectric generation within the region (including the Pacific Northwest). Price volatility for electric
energy may contribute to greater volatility in the Electric System's revenues from the sale (and purchase) of electric
energy and, therefore, could materially affect the financial condition of the Electric System. The City has power
supply contracts and other arrangements relating to its system supply of power which are of specified durations.
The City undertakes resource planning activities and plans for its resource needs in order to mitigate against such
price volatility and its spot market rate exposure. See "POWER SUPPLY RESOURCES" herein.
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Future Regulation
The electric industry is subject to recurrent reform. States routinely consider major changes to the way in
which they regulate the electric industry. Recently, both further deregulation and forms of additional regulation
have been proposed for an industry that has been highly regulated throughout its history. The City is unable to
predict at this time the impact that any such considerations will have on the operations and finances of the Electric
System or the electric utility industry generally.
OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY
Energy Policy Act of 1992
The Energy Policy Act made fundamental changes in the federal regulation of the electric utility industry,
particularly in the area of transmission access under Sections 211, 212 and 213 of the Federal Power Act. The
purpose of these changes, in part, was to bring about increased competition in the electric utility industry.
As amended by the Energy Policy Act, Sections 211, 212 and 213 of the Federal Power Act provide FERC
authority, upon application by any electric utility, federal power marketing agency or other person or entity
generating electric energy for sale or resale, to require a transmitting utility to provide transmission services
(including any enlargement of transmission capacity necessary to provide such services) to the applicant at rates,
charges, terms and conditions set by FERC based on standards and provisions in the Federal Power Act. Under the
Energy Policy Act, electric utilities owned by municipalities and other public agencies which own or operate electric
power transmission facilities which are used for the sale of electric energy at wholesale are "transmitting utilities"
subject to the requirements of Sections 211, 212 and 213. The Energy Policy Act specifically denies FERC the
authority to mandate "retail wheeling" under which a retail customer located in one utility's service area could
obtain power from another utility or from a non -utility power generator.
Federal Energy Legislation
The Energy Policy Act of 2005 ("EPACT 2005") addresses a wide array of energy matters that could affect
the entire electric utility industry, including the Electric System. It expands FERC's jurisdiction to require open
access transmission of municipal utilities that sell more than four million megawatt hours of energy and to order
refunds under certain circumstances for municipal utilities that sell more than eight million megawatt hours of
energy. EPACT 2005 requires that FERC conclude its investigation into the allegations of overcharges during the
California energy crisis in 2000 and 2001 and submit a report to Congress. It also provides for mandatory reliability
standards to increase system reliability and minimize blackouts, criminal penalties for manipulative energy trading
practices and the repeal of the Public Utility Holding Company Act of 1935, which prohibited certain mergers and
consolidations involving electric utilities. EPACT 2005 also requires the creation of an electric reliability
organization to establish and enforce, under FERC supervision, mandatory reliability standards to increase system
reliability and minimize blackouts. Failure to comply with such mandatory standards exposes a utility to significant
fines and penalties by such electric reliability organization.
Under EPACT 2005, by February 2007 IOUs were required to offer each of its customer classes a time -
based rate schedule to enable customers to manage energy use through advanced metering and communications
technology. It authorizes FERC to exercise eminent domain powers to construct and operate transmission lines if
FERC determines a state has unreasonably withheld approval. EPACT 2005 contains provisions designed to
increase imports of liquefied natural gas and incentives to support renewable energy technologies, including a new
two-year program for tax credit bonds for local governments, such as the City, to finance certain renewable energy
facilities. EPACT 2005 also extends for 20 years the Price -Anderson Act, which concerns nuclear power liability
protection, and provides incentives for the construction of new nuclear plants.
The City is unable to predict at this time the impact that EPACT 2005 will have on the operations and
finances of the Electric System or the electric utility industry generally.
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Other General Factors
The electric utility industry in general has been, or in the future may be, affected by a number of factors
which could impact the financial condition and competitiveness of many electric utilities and the level of utilization
of generating and transmission facilities. In addition to the factors discussed herein, such factors include, among
others, (a) effects of compliance with rapidly changing environmental, safety, licensing, regulatory and legislative
requirements, (b) changes resulting from conservation and demand -side management programs on the timing and
use of electric energy, (c) changes resulting from a national energy policy, (d) effects of competition from other
electric utilities, (including increased competition resulting from mergers, acquisitions, and "strategic alliances" of
competing electric (and natural gas) utilities and from competitors transmitting less expensive electricity from much
greater distances over an interconnected system) and new methods of producing low-cost electricity, (e) the repeal
of certain federal statutes that would have the effect of increasing the competitiveness of many IOU's, (f) increased
competition from independent power producers and marketers, brokers and federal power marketing agencies,
(g) "self -generation" or "distributed generation (such as microturbines and fuel cells) by industrial and commercial
customers and others, (h) issues relating to the ability to issue tax-exempt obligations, including severe restrictions
on the ability to sell to nongovernmental entities electricity from generation projects and transmission line service
from transmission projects financed with outstanding tax-exempt obligations, (i) effects of inflation on the operating
and maintenance costs of an electric utility and its facilities, 0) changes from projected future load requirements,
(k) increases in costs and uncertain availability of capital, (1) shifts in the availability and relative costs of different
fuels (including the cost of natural gas), (m) sudden and dramatic increases in the price of energy purchased on the
open market that may occur in times of high peak demand in an area of the country experiencing such high peak
demand, such as has occurred in California, (n) inadequate risk management procedures and practices with respect
to, among other things, the purchase and sale of energy and transmission capacity, (o) other legislative changes,
voter initiatives, referenda and statewide propositions, (p) effects of changes in the economy, population and
demand of customers in the City's service area, (q) effects of possible manipulation of the electric markets and
(r) natural disasters or other physical calamities, including, but not limited to, earthquakes. Any of these factors (as
well as other factors) could have an adverse effect on the financial condition of any given electric utility and likely
will affect individual utilities in different ways.
The City cannot predict what effects such factors will have on its business operations and financial
condition, but the effects could be significant. This Reoffering Memorandum includes a brief discussion of certain
of these factors. This discussion does not purport to be comprehensive or definitive, and these matters are subject to
change subsequent to the date hereof. Extensive information on the electric utility industry is available from the
legislative and regulatory bodies and other sources in the public domain, and potential purchasers of the 2006B & C
Bonds should obtain and review such information.
Environmental Issues
Electric utilities are subject to continuing environmental regulation. Federal, state and local standards and
procedures which regulate the environmental impact of electric utilities are subject to change. These changes may
arise from continuing legislative, regulatory and judicial action regarding such standards and procedures.
Consequently, there is no assurance that any City facility will remain subject to the regulations currently in effect,
will always be in compliance with future regulations or will always be able to obtain all required operating permits.
An inability to comply with environmental standards could result in additional capital expenditures to comply,
reduced operating levels or the complete shutdown of individual electric generating units not in compliance.
There is concern by the public, the scientific _community and Congress regarding environmental damage
resulting from the use of fossil fuels. Congressional support for the increased regulation of air, water and soil
contaminants is building, and there are a number of pending or recently enacted legislative proposals which may
affect the electric utility industry. The above -mentioned concerns and Congressional support have led to an
increased level of environmental enforcement by the Environmental Protection Agency and state and local
authorities. Increased environmental regulation under the provisions of the federal Clean Air Act have created
certain barriers to new facility development and modification of existing facilities. The additional costs, including
time, human resources, uncertainty and delay, could affect the rate of return relating to investment in power project
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development. As such, there may be additional costs for purchased power from affected resources. Moreover, these
additional costs may upset existing cost assumptions for utilities.
The City cannot predict at this time whether any additional legislation or rules will be enacted which will
affect the Electrical System's operations, and if such laws or rules are enacted, what the costs to the City might be in
the future because of such action.
A number of studies have been conducted regarding the potential long-term health effects resulting from
exposure to electric and magnetic fields ("EMF") created by high voltage transmission and distribution equipment as
well as by electrical appliances, computers, and other electrical devices. Additional studies are being conducted to
determine the relationship between EMF and certain adverse health effects, if any. At this time, it is not possible to
predict the extent of the costs and other impacts, if any, which the EMF concern may have on electric utilities,
including the Electric System.
CONSTITUTIONAL LIMITATIONS ON TAXES
Articles XIIIC and XIIID of the State Constitution
Proposition 218, a State ballot initiative known as the "Right to Vote on Taxes Act," was approved by the
voters of the State of California on November 5, 1996. Proposition 218 added Articles XIIIC and XIIID to the State
Constitution. Article XIIID creates additional requirements for the imposition by most local governments (including
the City) of general taxes, special taxes, assessments and "property -related" fees and charges. Article XIIID
explicitly exempts fees for the provision of electric service from the provisions of such article. Nevertheless,
Proposition 218 could indirectly affect some California municipally -owned electric utilities. For example, to the
extent Proposition 218 reduces a city's general fund revenues, that city could seek to increase the transfers from its
electric utility to its general fund.
Article XIIIC expressly extends the people's initiative power to reduce or repeal previously -authorized
local taxes, assessments, and fees and charges. The terms "fees and charges" are not defined in Article XIIIC,
although the California Supreme Court held in Bighorn -Desert View Water Agency v. Verjil, 39 Cal.4th 205 (2006),
that the initiative power described in Article XIIIC may apply to a broader category of fees and charges than the
property -related fees and charges governed by Article XIIID. Moreover, in the case of Bock v. City Council of
Lompoc, 109 Cal.App.3d 52 (1980), the Court of Appeal determined that electric rates are subject to the initiative
power. Thus, even electric service charges (which are expressly exempted from the provisions of Article XIIID)
might be subject to the initiative provision of Article XIIIC, thereby subjecting such fees and charges imposed by
the City to reduction by the electorate. The City believes that even if the electric rates of the City are subject to the
initiative power, under Article XIIIC or otherwise, the electorate of the City would be precluded from reducing
electric rates and charges in a manner adversely affecting the payment of the 2006B & C Bonds by virtue of the
"impairment of contracts clause" of the United States and California Constitutions.
Future Initiatives
Articles XIIIC and XIIID, were each adopted pursuant to measures qualified for the ballot pursuant to
California's constitutional initiative process. From time to time other initiative measures could be adopted by
California voters. The adoption of any such initiatives [night place limitations on the ability of the City to increase
revenues or to increase appropriations.
SEISMIC ACTIVITY
The City is located in a. region of seismic activity. The principal earthquake fault in the Los Angeles area is
the San Andreas Fault, which extends an estimated 700 miles from north of the San Francisco area to the Salton Sea.
The San Andreas Fault is about 35 miles north of the Los Angeles Civic Center.
In April 2008, the Uniform California Earthquake Rupture Forecast (the "Forecast") was issued by the
Working Group on California Earthquake Probabilities (the "Working Group"). Organizations sponsoring the Deleted: OHS West:260472363.1
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Working Group include the U.S. Geological Survey, the California Geological Survey and the Southern California
Earthquake Center. According to the Forecast, the probability of a magnitude 6.7 or larger earthquake over the next
30 years striking the greater Los Angeles area is 67%. For the entire California region, the fault with the highest
probability of generating at least one magnitude 6.7 quake or larger is the San Andreas Fault (59% in the next 30
years). Earthquake probabilities for many parts of the State are similar to those in previous studies; but the new
probabilities calculated for the Elsinore and San Jacinto Faults in southern California are about half those previously
determined. For the far northwestern part of the State, a major source of earthquakes is the offshore 750-mile-long
Cascadia Subduction Zone, the southern part of which extends about 150 miles into the State. For the next 30 years
there is a 10% probability of a magnitude 8 to 9 quake somewhere along that zone. Such quakes occur about once
every 500 years on average. There are hundreds of other faults throughout Southern California that could also cause
damaging earthquakes.
It is impossible to accurately predict the cost or effect of a major earthquake on the Electric System or to
predict the effect of such an earthquake on the Electric System's ability to provide continued uninterrupted service
to its customers. See "INSURANCE."
LITIGATION
At any given time, including the present, there are lawsuits, administrative proceedings, claims and
disputes, including those currently in litigation, that arise in the normal course of the City's activities. Such matters
could, if determined adversely to the City, affect expenditures by the City, and in some cases, its revenues. The
City's management and the City Attorney are of the opinion that none of such other pending actions are likely to
have a material adverse effect on the City's ability to pay the 2006 B & C Bonds when due.
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APPENDIX B
AUDITED FINANCIAL STATEMENTS OF THE CITY OF VERNON
FOR THE FISCAL YEARS ENDED JUNE 30, 2007 AND JUNE 30, 2006
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APPENDIX C
The following are certain definitions of terms used in this Reoffering Memorandum and defined
in the Indenture, the Gas Purchase Agreement or the Gas Supply Agreement..
CERTAIN DEFINITIONS
"Additional Gas Payment" means any payment to be made by the City, on behalf of the Authority, on or
before each date provided in or pursuant to the Gas Purchase Agreement for the payment'of any amount by the
Authority other than the Prepayment, including without limitation Imbalance Charges (as defined in the Gas
Purchase Agreement), taxes, and indemnification payments, all amounts payable by the Authority on such date
under the Gas Purchase Agreement other than the Prepayment. The City will make all Additional Gas Payments for
the account of the Authority directly to the party entitled to such payment.
"Auction Rate" means a variable interest rate detennined in accordance with certain auction procedures
"Bankruptcy" shall be deemed to have occurred with respect to a Person if such Person (a) files a petition
for relief under Title I of the United States Code, as amended, and any successor statute or statutes having
substantially the same function or any other insolvency law or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its
debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer
or other pleading denying the material allegations of any such proceeding filed against it; (b) takes any .corporate
action to authorize or effect any of the foregoing actions; (c) generally fails to pay, or admits in writing its inability
to pay, its debts as such debts become due; (d) applies for, seeks or consents to, or acquiesces in, the appointment of
a custodian, receiver, trustee, examiner, liquidator or similar official for it or for any material portion of its assets;
(e) benefits from or is subject to the entry of an order for relief under any bankruptcy or insolvency law; (f) makes
an assignment for the benefit of creditors; (g) fails, within sixty (60) days after the commencement of any
proceeding against it seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any present or future statute, law or regulation, to have such proceeding dismissed, or to have all
orders or proceedings thereunder affecting the operations or the business of the Person stayed; or (h) fails, within
sixty (60) days after the appointment, without the consent or acquiescence of the Person, of any custodian, receiver,
trustee, examiner, liquidator or similar official for it or for any material portion of its assets, to have such
appointment vacated.
"BMA Index" means the "BMA Municipal Swap Index" announced by Municipal Market Data on the rate
determination date and based upon the weekly interest rate resets of Tax -Exempt variable rate issues included in a
database maintained by Municipal Market Data which meets specified criteria established by the BMA. The BMA
Index shall be based upon current yields of high -quality weekly adjustable variable rate demand bonds which are
subject to tender "upon seven days notice, the interest on which is Tax -Exempt and not subject to any personal
alternative minimum tax" or similar tax under the Code unless all tax-exempt securities are subject to such tax.
"Bond Insurer Event of Insolvency" means the occurrence and continuance of one or more of the following
events: (a) the issuance, under Article 74 of the Insurance Law of New York or any successor provision thereof (or
any other law to which the Insurer is at the time subject), of an order for relief, rehabilitation, reorganization,
conservation, liquidation or dissolution of the Insurer that is not dismissed within ninety (90) days; (b) the
commencement by the Insurer of a voluntary case or other proceeding seeking an order for relief, liquidation
supervision, rehabilitation, conservation, reorganization or dissolution with respect to itself or its debts under the
laws of the state of incorporation or formation of the Insurer or any bankruptcy, insolvency or other similar law now
or hereafter in effect including, without limitation, the appointment of a trustee, receiver, liquidator, conservator,
custodian or other similar official for itself or any substantial part of its property; (e) the consent of the Insurer to
any relief referred to in the preceding clause (b) in an involuntary case or other proceeding commenced against it;
(d) the making by the Insurer of an assignment for the benefit of creditors; (e) the failure of the Insurer generally to
pay its debts or claims as they become due; provided that any failure by the Insurer to make payment on any
financial guaranty insurance policy (i) that is being contested in good faith or (ii) with respect to which thirty (30)
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days have not elapsed, shall not constitute a failure by the Insurer generally to pay its debts or claims as they become
due; (f) the Insurer shall admit in writing its inability to pay its debts when due; or (g) the initiation by the Insurer in
writing of any actions to authorize any of the foregoing.
"Bond Payment" means any payment to be made by the City to the Trustee, as assignee of the Authority's
rights with respect thereto, at the times and in an amount sufficient to pay the principal of and interest on the 2006
Bonds on or before the date on which the same becomes due and payable.
"Bond Register" means the registration books for the ownership of Bonds maintained by the Trustee.
"Bonds" means the 2006 B and C Bonds, the 2006 A Bonds and any other Series of bonds issued and
outstanding under the terms of the Indenture.
"Book -Entry Bonds" means Bonds registered in the name of a nominee of DTC or any successor Securities
Depository for the Bonds, or a nominee thereof, as the registered owner thereof.
"British Thermal Unit" or "Btu" means the international BTU, also called the BTU (IT).
"Business Day" means any day other than (i) a Saturday or Sunday or (ii) a day on which banks located
(A) in the city in which the Principal of the Trustee is located, (B) in the Authority in which drawings under the
applicable Liquidity Facility are to be honored is located, (C) in the city in which the Principal Office of the Tender
Agent at which the 2006 Bonds may be tendered for purchase by the owners thereof is located, or (D) in the city in
which the Principal Office of the Underwriter is located, or (iii) a day on which The New York Stock Exchange is
closed.
"City Bond Indenture" means the Indenture of Trust, dated as of December 1, 2004, between the City and
The Bank of New York Trust Company, N.A., as the same may be amended and supplemented, relating to certain
bonds previously issued by the City.
"City Gas Tariff' means Southern California Gas Company Gas Tariff GW-VRN, as the same may be
amended or replaced from time to time.
"City Gas Tariff Delivery Restriction" means the adoption or imposition by Transporter after the Effective
Date of the Gas Purchase Agreement of any amendment, supplement or other modification of the City Gas Tariff
(including the tariffs or rules of general applicability to customers of Transporter) that (A) changes the availability
of transportation, the form of transportation or the rate structure applicable to transportation to one or more border
delivery or receipt points on Transporter's system, such that Gas Supplier's ability to deliver (or the terms of such
delivery), or Purchaser's ability to receive (or the terms of such receipt), gas under the Gas Purchase Agreement at
any such delivery or receipt point is materially restricted or (B) changes the availability of transportation, the form
of transportation or the rate structure applicable to transportation from a Delivery Point to City, other than any such
change which is generally applicable to all receipt points on Transporter's System.
"Code" means the Internal Revenue Code of 1986, as amended from time to time. Each reference to a
section of the Code in the Indenture shall be deemed to include the applicable United States Treasury Regulations
thereunder and also includes all amendments and successor provisions unless the context clearly requires otherwise.
"Conversion," "Convert" or "Converted" means or refers to a conversion of a Series of the 2006 Bonds
from one Interest Rate Period to another Interest Rate Period as provided in the Indenture.
"Credit Facility" means a policy of insurance, a letter of credit, a stand-by purchase agreement, revolving
credit agreement or other credit arrangement pursuant to which a Credit Provider provides credit and/or liquidity
support with respect to. the payment of interest, principal, Redemption Price or Purchase Price of any Bonds but
shall not include a Reserve Financial Guaranty.
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"Credit Provider" means, as of any time, any entity providing a municipal bond insurance policy, bank or
other financial institution or organization which is then providing a Credit Facility for some or all of the Bonds.
"Credit Rating" means, with respect to a Person, any public rating of the senior, unsecured, unenhanced
indebtedness or deposits of such Person from any Rating Agency.
"Daily Interest Rate" means a variable interest rate which is reset by the remarketing agent on a daily basis.
".`Debt Service Reserve Fund" means the Vernon Natural Gas Financing Authority Revenue Bonds (Vernon
Gas Project) Debt Service Reserve Fund established pursuant the Indenture.
"Debt Service Reserve Requirement" means, as of any date of calculation, an amount equal to the least of
(a) ten percent (10%) of the initial offering price to the public of the Bonds as determined under the Code, or (b) the
greatest amount of debt service on the Outstanding Bonds in any Fiscal Year during the period commencing with the
Fiscal Year in which the determination is being made and terminating with the last Fiscal Year in which any
Outstanding Bond is due, or (c) one hundred twenty-five percent (125%) of the sum of the debt service for all Fiscal
Years during the period corninencing with the Fiscal Year in which such calculation is made (or if appropriate, the
first full Fiscal Year following the execution and delivery of any Bonds) and terminating with the last Fiscal Year in
which any debt service on an Outstanding Bond is due, divided by the number of such Fiscal Years, all as computed
and determined by the Authority and specified in writing to the Trustee; provided, however that determining debt
service with respect to any Bonds that constitute variable rate Bonds, the interest rate on such Bonds for any period
as to which such interest rate has not been established shall be assumed to be (i) with respect to Bonds which are
tax-exempt, the ten year historical average of the BMA Index ending with the week preceding the date of calculation,
and (ii) with respect to Bonds which are not tax-exempt, the ten year historical average of the One Month USD
LIBOR Rate ending with the month preceding the date the calculation is made or if the One Month USD LIBOR
Rate is not available for such period, another similar rate or index selected by the Authority.
"Debt" means with respect to any Person, all items that would be classified as a liability in accordance with
generally accepted accounting principles, including, without limitation, (a) indebtedness or liability for borrowed
money, or for the deferred purchase price of property or services (including trade obligations); (b) obligations as
lessee under leases which should have been, or should be, recorded as capital leases in accordance with generally
accepted accounting principles; (c) current liabilities in respect of unfunded benefits under employee benefit,
retirement or pension plans; (d) all guarantees, endorsements (other than for collection or deposit in the ordinary
course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds to
invest in any other Person or otherwise to assure a creditor against loss; (e) obligations secured by any mortgage,
lien, pledge, security interest or other charge or encumbrance on property, whether or not the obligations have been
assumed and (f) obligations of such Person under Interest Rate Protection Agreements.
2007. "Debt Service Reserve Valuation Date" means the Business Day preceding each July 1, commencing July 1,
"Electric Service" means the services, commodities and products furnished, made available or provided by
the Electric System.
"Electric System" means the electrical energy generation, transmission and distribution system of the City
established pursuant to Ordinance No. 1022 of the City (codified as Section 2.91 of the City's Administrative Code)
and referred to in the City Administrative Code as the Vernon Electric System, comprising all electric generation,
transmission and distribution facilities and all general plant facilities related thereto now owned by the City and all
other facilities properties, structures or works for the generation, transmission or distribution of electricity hereafter
acquired by the City, including all contractual rights for electricity or the transmission thereof, together with all
additions, betterments, extensions or improvements to such facilities, properties, structures or works or any part
thereof, and any additional contract rights for electricity or the transmission thereof, hereafter acquired.
"Electric System Revenues" mean: (i) all Bond Payments, all Bank Payments and all Qualified Swap
' Payments paid by the City pursuant to the Supply Agreement; (ii) all Net Payments and Termination Payments paid
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by the counterparty to the Authority pursuant to each Qualified Swap Agreement; (iii) during such time as a Supply
Agreement Event of Default shall have occurred and is continuing: (A) all amounts paid by the Gas Supplier
pursuant to the Gas Purchase Agreement; (B) all amounts paid by Citigroup Inc. or any other Person pursuant to, or
in connection with, the Guarantee, including all collateral, letters of credit and other security in connection with the
Guarantee or the Gas Purchase Agreement; and (C) all amounts received in connection with the Authority's security
interest in, and pledge of the City's interest in, the Purchased Gas, the Gas Purchase Agreement and the Guarantee.
"Event of Insolvency" means, with respect to any Person, the occurrence of one or more of the following
events:
(a) the issuance, under the laws of any state or under the laws of the United States of America, of an
order of rehabilitation, liquidation or dissolution of such Person;
(b) the commencement by or against such Person of a case of other proceeding seeking
liquidation, reorganization or other relief with respect to the such Person or its debts under any
bankruptcy, insolvency or other similar state or federal law now or hereafter in effect, including,
without limitation, the appointment of a trustee, receiver, liquidator, custodian or other similar
official for such Person or any substantial part of its property or there shall be appointed or
designated with respect to it, an entity such as an organization, board, commission, authority,
agency or body to monitor, review, oversee, recommend or declare a financial emergency or
similar state of financial distress with respect to it or there shall be declared by it or by any
legislative or regulatory body with competent jurisdiction over it, the existence of a state of
financial emergency or similar state of financial distress in respect of it;
(c) the making of an assignment for the benefit of creditors by such Person
(d) the failure of such Person to generally pay its debts as they become due;
(e) the declaration of a moratorium with respect to the payment of the debts of such Person;
(f) such Person shall admit in writing its inability to pay its debts when due; or
(g) the initiation of any actions to authorize any of the foregoing by or on behalf of such
Person.
"Favorable Opinion of Bond Counsel" means, with respect to any action requiring such an opinion, an
opinion of Bond Counsel to the effect that such action shall not, in and of itself, adversely affect the tax-exempt
status of interest on the Bonds or such portion thereof as shall be specified in the provisions of the Indenture
requiring such an opinion.
"Firm" means the parties may only interrupt performance of their obligations to deliver or receive gas
under the Gas Purchase Agreement to the extent such performance is excused as a Force Majeure under the Gas
Purchase Agreement.
"First Supplemental Indenture" means the First Supplemental Indenture of Trust, dated as of June 1, 2006,
between the Authority and the Trustee.
"Fiscal Year" means the period beginning on July 1 of each year and ending on the next succeeding June
30, or any other twelve-month period selected and designated as the official Fiscal Year of the Authority.
"Fitch" means Fitch, Inc., or any successor thereto.
"Gas Purchase Agreement" means the Agreement For Purchase and Sale of Natural Gas, dated as of Deleted: OHS west:26o472363.1
June 27, 2006 between the Authority and the Gas Supplier, as the same may be amended and supplemented. Ded t e : OHS H
OHS_ West:260486794.2 C-tl
"Gas Supply Agreement" means the Natural Gas Purchase Agreement, dated as of June 1, 2006 between
the Authority and the City, as the same may be amended and supplemented.
"Generally Accepted Accounting Principles" means generally accepted accounting principles applied on a
consistent basis set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants applicable to a government -owned utility applying all statements and
interpretations issued by the Governmental Accounting Standards Board and statements and pronouncements of the
Financial Accounting Standards Board which are not in conflict with the statements and interpretations issued by the
Governmental Accounting Standards Board or in such other statements by such other entity as may be approved by
a significant segment of the accounting profession, that are applicable to the circumstances as of the date of
determination.
"Guarantee" means the Guarantee, dated the date of issuance and delivery of the 2006 Bonds, from
Citigroup hic. to the Authority, as the same may be supplemented and amended, and shall include any successor or
additional guarantee, surety or other security for the obligations of Citigroup hic. thereunder and/or the obligations
of the Gas Supplier under the Gas Purchase Agreement.
"Independent Certified Public Accountant" means any firm of certified public accountants selected by the
Authority which is independent pursuant to the Statement on Auditing Standards No. 1 of the American Institute of
Certified Public Accountants.
"Interest Rate Protection Agreement" means the 2006 Swap Agreement or any other interest rate swap, cap
or collar agreement or similar arrangement between the Authority or the City and a financial institution, providing
for the transfer or mitigation of interest rate risks either generally or under specific contingencies, which in the case
of the City shall only include any such agreement under which the obligations of the City are payable solely from
the Electric System Revenues.
"Light and Power Fund" means the Light and Power Department Fund established pursuant to Ordinance
No. 950 of the City (codified as Section 2.65 of the City Administrative Code) and shall include any successor or
replacement fund established by the City for the collection of revenues and the payment of expenses of the Electric
System.
"Long -Term Interest Rate" means a tenri, non -variable interest rate established in the manner described
under "THE 2006 B and C BONDS - Determination of the Long -Tenn Interest Rate."
"Master Indenture" means the Indenture of Trust, dated as of June 1, 2006, between the Authority and the
Trustee.
"Maximum Rate" means the rate of 12% per annum, calculated for each Interest Rate Period as provided in
the First Supplemental Indenture.
"MMBtu" means one million (1,000,000) Btu.
"Moody's" means Moody's Investors Service, Inc., or any successor thereto.
"Net Payment" means with respect to a Qualified Swap Agreement, the amount payable by the Authority
on each scheduled payment date under such Qualified Swap Agreement net of the amount payable by the
counterparty under such Qualified Swap Agreement on such scheduled payment date.
"Operation and Maintenance Expenses" mean the costs paid or incurred by the City for operating and
maintaining the Electric System including, but not limited to (a) all costs of electric energy and power generated or
purchased by the City for resale, costs of transmission, fuel supply and water supply in connection with the
foregoing; (b) all costs and expenses of management of the Electric System; (c) all costs and expenses of
maintenance and repair, and other expenses necessary or appropriate in the judgment of the City to maintain and
preserve, the Electric System in good repair and working order; (d) all administrative costs of the several Deleted• OHS Wes[.260472363.1
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departments of the City that are charged directly or apportioned to the operation or maintenance of the Electric
System, such as salaries and wages (including retirement benefits) of employees, overhead, taxes (if any) and
insurance premiums; (e) payments in -lieu of taxes to the City or any other public agency in connection with the
Electric System; (f) all costs, expenses and charges of the City required to be paid by ittocomply with the terms of
any Issuing Instrument authorizing the issuance of Obligations (as such terms are defined in the City Bond
Indenture), such as compensation, reimbursement and indemnification of the trustee, remarketing agent, broker -
dealer or auction agent or fees and expenses of Independent Certified Public Accountants and other consultants;
(g) the fees, expenses and indemnification of Credit Providers and Reserve Guaranty Providers (as such terms are
defined in the City Bond Indenture); (h) all amounts required to be paid by the City under contracts with a joint
powers agencies for the purchase of capacity, rights in an electric generating station or electric transmission facilities,
transmission capability or any other commodity right, or service in connection with the Electric System which
contracts require payments to be made by the City thereunder to be treated as operation and maintenance expenses
of the Electric System; (i) all deposits to be made to a rebate fund established with respect to Bonds issued under the
City Bond Indenture to provide for any rebate to the United States required to maintain the tax-exempt status of
interest on bonds issued under the City Bond Indenture; 0) any cost or expense paid by the City to comply, with
requirements of law applicable to the Electric System or the City's ownership or operation thereof or in any capacity
with respect thereto or any activity in connection therewith, including without limitation the Public Benefits uses
required by Section 385 of the California Public Utilities Code; and (k) any other cost or expense which, in
accordance with Generally Accepted Accounting Principles, is to be treated as a cost of operating or maintaining the
Electric System; but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor
and amortization of intangibles. Except as provided in clause (d) or clause (e) of this paragraph, no transfer of
Electric System Revenues to the City shall constitute an Operation and Maintenance Expense.
"Outstanding" when used as of any particular time with respect to Bonds, means, except with respect to
Bonds owned or held by or for the account of the Authority or the City, all Bonds theretofore or thereupon being
issued by the Authority, except (a) Bonds- theretofore cancelled or surrendered for cancellation; (b) Bonds paid or
deemed to be paid pursuant to Article IX of the Master Indenture; and (c) Bonds in lieu of or in substitution for
which replacement Bonds have been issued.
"Owner" means, with respect to a Bond, the registered owner of such Bond as set forth in the Bond
Register.
"Participants" means, with respect to a Securities Depository for Book -Entry Bonds, those participants
listed in such Securities Depository's book -entry system as having an interest in such Bonds.
"Permitted Minimum Bond Insurer Rating" means a debt, claims paying or financial strength rating by
Moody's of Aa3 (or its equivalent) or higher, by S&P of AA- (or its equivalent) or higher and by Fitch of AA- (or
its equivalent) or higher.
"Person" means an individual, corporation, firm, association, partnership, trust or other legal entity or
group of entities, including a governmental entity or any agency or political subdivision thereof.
"Prepayment" means the prepayment of the purchase price of the Gas Supply using the proceeds of the
2006 Bonds.
"Prime Rate" means the rate established by the Bank from time to time as its prime rate; the Bank may lend
to its customers at rates that are at, above or below the Prime Rate.
"Purchase Date" means the date on which 2006 Bonds are to be purchased pursuant to an optional or
mandatory tender.
"Purchase Price" means the purchase price to be paid to the Owners of 2006 Bonds purchased pursuant to
the terms of the Indenture, which shall be equal to the principal amount thereof tendered for purchase, plus accrued
interest from the immediately preceding Interest Accrual Date to the Purchase Date (if the Purchase Date is not a
date between a Record Date and the related Interest Payment Date, both dates inclusive).
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"Principal Office" means, (i) with respect to the remarketing agent, the address for the remarketing agent
designated in the Remarketing Agreement; and (ii) with respect to the Tender Agent, the office thereof designated in
writing to the Authority, the Trustee and the Underwriter.
"Public Finance Contract" means (i) any contract with a Qualified Counterparty providing for payments
based on levels of, or changes in, interest rates, currency exchange rates, stock or other indices, (ii) any contract with
a Qualified Counterparty to exchange cash flows or a series of payments, or (iii) any contract with a Qualified
Counterparty to hedge payment, currency, rate spread or similar exposure, including but not limited to interest, any
interest rate swap agreement, currency swap agreement, forward payment conversion agreement or futures contract,
any contract providing for payments based on levels of, or changes in, interest rates, currency exchange rates, stock
or other indices, any contract to exchange cash flows or a series of payments, or any contract, including, without
limitation, an interest rate floor or cap, or an option, put or call, to hedge payment, currency, rate, spread or similar
exposure, between the Authority and a Qualified Counterparty.
"Purchased Gas" means the natural gas purchased by the Authority from the Gas Supplier pursuant to the
Gas Purchase Agreement and sold by the Authority to the City pursuant to the Supply Agreement.
"Qualified Counterparty" means, with respect to a Public Finance Contract, an entity as to which one of the
following criteria are satisfied at the time of entering into the applicable Public Finance Contract and each
transaction thereunder: (i) the long-term, unenhanced obligations of the entity are rated at least A3 by Moody's and
A- by S&P; or (ii) the obligations of the entity under the applicable contract are unconditionally guaranteed by an
entity the long-term, unenhanced obligations of which are rated at least A3 by Moody's and A- by S&P.
"Qualified Swap Agreement" means: (i) the 2006 Swap Agreement; and (ii) a Public Finance Contract
between the Authority and a Qualified Counterparty with the consent of the Insurer and as to which the Authority's
payment obligations are payable as Swap Payments.
"Qualified Swap Fund" means the Vernon Natural Gas Financing Authority Revenue Bonds (Vernon Gas
Project) Qualified Swap Fund established pursuant to the Indenture.
"Qualified Swap Payment" means any payment to be made by the City to the Trustee, as assignee of the of
the Authority's rights with respect thereto, in satisfaction of all amounts payable by the Authority pursuant to each
Qualified Swap Agreement, including the 2006 Swap Agreement, on or before the date such payment is due,
including without limitation Net Payments and Termination Payments.
"Rating Agency" means Moody's, Fitch or S&P.
"Record Date" means the Business Day immediately preceding the next Interest Payment Date.
"Reserved Rights" means the Authority's rights under the Supply Agreement to payment of certain fees
and expenses and to notices, indemnities, consultations, approvals, consents and opinions.
"S&P" means Standard & Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., or
any successor thereto.
"Securities Depository" means a trust company or other entity which provides a book -entry system for the
registration of ownership interests of Participants in securities and which isactingas security depository for Book -
Entry Bonds.
"Series" means Bonds issued at the same time or sharing some other common term or characteristic and
designated in the Supplemental Indenture pursuant to which such Bonds were issued as a separate series of Bonds.
"Subseries" means one or more of the four Series of the 2006 A Bonds.
West:260472363.1
Deleet�- &HS
41612-1 JRH/JRH
-J
OH.S West260486794.2 C_7
"Supply Agreement Event of Default" means the occurrence and continuation of one or more of the events
of default under the Supply Agreement.
"Termination Payment" means, with respect to a Qualified Swap Agreement, including the 2006 Swap
Agreement, the amount payable by or to the Authority as, a result of the termination of such Qualified Swap
Agreement prior to its scheduled expiration date, and any other amount due under such Qualified Swap Agreement
which is not a Net Payment. Termination Payments received by the Authority shall be used to fund a Qualified
Replacement Swap unless the Credit Provider otherwise agrees, in which case such 'Termination Payments shall be
Revenues.
"2006 Swap Agreement" means the transaction entered into pursuant to that certain Master Agreement,
dated as of June 27, 2006, as supplemented by the Schedule and the Credit Support Annex thereto, and evidenced by
the five Confirmations, each dated June 27, 2006, and each between the Authority and Citibank, N.A., New York.
"Trust Estate" means, subject to the provisions of the hrdenture permitting the application thereof for the
purposes and on the terms and conditions set forth therein (i) the Electric System Revenues; (ii) all amounts on
deposit in the funds and accounts held by the Trustee under the Indenture, other than the Rebate Fund, including the
investments, if any, thereof; (iii) all of the Authority's right, title and interest in and to the Supply Agreement other
than Reserved Rights; and (iv) subject to the rights of the City in the Gas Purchase Agreement and the Guarantee
pursuant to the Supply Agreement, all of the Authority's right, title and interest in and to the Purchased Gas, the Gas
Purchase Agreement and the Guarantee.
"Variable Rate Bonds" means any Bond, the interest rate on which to the maturity' thereof is not established
at a rate which is not subject to fluctuation or subsequent adjustment, either at the time of issuance of such Bond or
some subsequent date.
"Weekly Interest Rate" means a variable interest rate reset on a weekly basis.
"Weekly Interest Rate Period" means each period during which Weekly Interest Rates are in effect.
De OHS West:260472363.1 l
41612-1 JRH/JRH
0HS We.t:260486794.2 C-8
APPENDIX D
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
The following is a brief summary of certain provisions of the Indenture not previously discussed in this
Reoffering Memorandum. Such summary is not intended to be definitive, and reference is made to the Indenture in
its entirety for the complete terms thereof. Capitalized terms used in this summary which are not otherwise defined
in this Reoffering Memorandum have the meanings ascribed to such terms in the Indenture.
Authorization of Bonds. The Master hndenture provides certain terms and conditions upon which Bonds
of the Authority to be designated as "Vernon Natural Gas Financing Authority Revenue Bonds (Vernon Gas
Project)" may be issued from time to time as authorized by Supplemental Indentures. The aggregate principal
amount of Bonds which may be executed, authenticated and delivered under the Indenture is not limited except as
may hereafter be provided in the Indenture or as may be limited by law.
Bonds Constitute Special Bonds. The Bonds shall not constitute a charge against the general credit of the
Authority but shall constitute and evidence special obligations of the Authority payable as to principal, Redemption
Price and interest solely from the Revenues and the other funds pledged therefor under the Master Indenture and,
with respect to any particular Series of Bonds, from such other sources as shall be specified in the Supplemental
Indenture authorizing the issuance of such Series. The Purchase Price for the Bonds of any Series which are Tender
Bonds shall be payable from such sources as are specified in the Supplemental Indenture authorizing the issuance of
such Series. The provisions of the Indenture shall not preclude the payment or redemption of Bonds, at the election
of the Authority, from any other legally available funds. The Bonds are not secured by a legal or equitable pledge of,
or lien or charge upon, any property of the Authority or any of its income or receipts except the Revenues and the
other funds pledged therefor pursuant to the Indenture, which pledge is subject to the provisions of the Indenture
permitting the application of the Revenues and such other funds for the purposes and on the terns and conditions set
forth in the Indenture. Neither the faith and credit nor the taxing power of the State, the Authority, the City or any
other public agency is pledged to the payment of the principal, Redemption Price or Purchase Price of, or the interest
on, the Bonds. The issuance of the Bonds shall not directly, indirectly or contingently obligate the Authority, the
State or any political subdivision thereof, including the City, to levy or pledge any form of taxation or to make any
appropriation for the payment of the Bonds. The payment of the principal, Redemption Price or Purchase Price of,
or interest on, the Bonds does not constitute a debt, liability or obligation of the State or any public agency,
including the City (other than the special obligation of the Authority as provided in the Indenture).
No Recourse on Bonds. None of the members of the Authority, the members of the Board of Directors of
the Authority, any person executing a Bond, or any officer or employee of the Authority shall be liable personally
for the principal, Redemption Price or Purchase Price of, or interest on, the Bonds or be subject to any personal
liability or accountability by reason of the issuance of the Bonds or in respect of any undertaking by the Authority
under the Indenture.
Indenture to Constitute Contract. In consideration of the purchase and acceptance of each Bond issued
under the Indenture by those who shall own the same from time to time, the provisions of each Bond and the
provisions of the Indenture applicable to such Bond, and unless otherwise provided in the Supplemental Indenture
authorizing such Bond, the provisions of the Act and any other laws of the State applicable to such Bond or the
Indenture shall be deemed to be and shall constitute a contract between the Authority and the Owner of such Bond.
General Provisions for Issuance of Bonds. All (but not less than all) the Bonds of each Series shall be
upon the receipt by the Trustee of the following items (upon which the Trustee may conclusively rely in determining
whether the conditions precedent for the issuance and authentication of such Series of Bonds have been satisfied):
An executed counterpart of the Master Indenture, as amended to the date of the initial delivery of such Series of
Bonds, and an executed counterpart of the Supplemental Indenture authorizing the issuance of such Series of Bonds,
which Supplemental Indenture shall specify the specific terms of such Series of Bonds, including the purpose of
issuing such Series which shall be one of the following: (i) making the Prepayment, (ii) paying the cost of additional
gas under the Acquisition Agreement to be sold to the City under the Agreement, and (iii) refunding all or a portion
of the Outstanding Bonds; (b) an Opinion of Bond Counsel to the effect that the Master Indenture, as amended and
I I.- - -- - - --- -- - ... _-13-1---
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OHS West:260486794.2
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supplemented to the date of issuance of such Series of Bonds, constitutes the valid and binding Bonds of the
Authority; (c) with respect to any Bonds other than the 2006 Series Bonds, the Trustee shall have received the
written request of an Authorized City Representative to issue such Series of Bonds for the purpose and, in the
principal amount set forth in the Supplemental Indenture authorizing such Series; (d) with respect to any each Series
of Bonds other than the 2006 Series Bonds, any necessary Amendments to the Security Documents;.and (e) such
further documents, moneys and securities as are required by the Supplemental Indenture authorizing the issuance of
such Series of Bonds. After the original issuance of Bonds of any Series, no Bonds of such Series shall be issued
except in lieu of or in substitution for other Bonds of such Series pursuant to the Indenture.
Bank Bonds. Notwithstanding any other provision contained in the Indenture to the contrary, Bonds which
are Bank Bonds shall have terms and conditions, including terms of maturity, payment, prepayment and interest rate,
as shall be specified in the applicable Bank Agreement and Supplemental Indenture.
Termination of Book -Entry Prouram. In the event that the resignation or removal of a Securities
Depository has become effective pursuant to Section 3.04(g), then the Authority shall thereupon discontinue the
current book -entry program for the Book -Entry Bonds with such Securities Depository. In such event, the Authority
shall cause the Trustee to obtain from the former Securities Depository a list showing the interests of the Participants
in the Book -Entry Bonds and shall cause such Book -Entry Bonds to be surrendered to the Trustee on or before the
date any replacement Bonds are to be issued. Furthermore, in such event the Authority determines to use a
substitute Securities Depository, the Authority shall so notify the Trustee. If, prior to the termination of the current
Securities Depository's book -entry system for the Book -Entry Bonds, the Authority fails to identify another
qualified Securities Depository to replace the current Securities Depository, then the Book -Entry Bonds shall no
longer be required to be registered in the name of a Securities Depository or its Nominee and the Authority shall
issue, and the Trustee shall authenticate, replacement Bonds in the appropriate amounts and in whatever name or
names the Owners of the Book -Entry Bonds shall designate pursuant to the Representation Letter with the former
Securities Depository. In the event the Authority determines that the Beneficial Owners of the Bonds shall be able
to obtain physical Bonds through a Securities Depository, the Authority may notify the Participants identified by the
Securities Depository as having an interest in the Bonds of the availability of such physical Bonds and the Trustee
shall authenticate, transfer and exchange Bonds as required by the Securities Depository in the appropriate names
and amounts, which shall be in Authorized Denominations.
Bond Register. The Trustee shall keep or cause to be kept, at its Principal Office, the Bond Register for
the registration and transfer of the Bonds of each Series which shall at all titres be open to inspection during regular
business hours by the Authority, and, upon presentation for such purpose, the Trustee shall, under such reasonable
regulations as it may prescribe, register or transfer or cause to be registered or transferred on said Bond Register,
Bonds of each Series as provided in the Indenture.
The Authority and the Trustee may rely on the address of the Owner of each Bond as it appears on the
Bond Register for any and all purposes. It shall be the duty of the Owner of each Bond to give written notice to the
Trustee of any change in the Owner's address so that the Bond Register may be revised accordingly.
Interchangeability of Bonds. Upon surrender of a Bond at the Principal Office of the Trustee, together
with a written instrument of transfer satisfactory to the Trustee and duly executed by the Owner or the Owner's
attorney duly authorized in writing, may, at the option of the Owner thereof, and upon payment by such Owner of
any charges which the Trustee may make as provided in the Indenture, be exchanged for an equal aggregate
principal amount of Bonds of the same Series, Subseries (if applicable), terns and maturity of any other Authorized
Denominations; provided that the Trustee shall not be required to make any such exchange within fifteen days of the
selection of Bonds for redemption or with respect to any Bonds selected for redemption.
Negotiability, Transfer and Registry. Each Bond shall be transferable only upon the Bond Register,
upon surrender thereof, together with a written instrument of transfer satisfactory to the Trustee, duly executed by
the Owner or the Owner's attorney duly authorized in writing; provided that the Trustee shall not be required to
make any such transfer within fifteen days of the selection of Bonds for redemption or with respect to any Bonds
selected for redemption. Upon the transfer of any Bond, the Authority shall execute and the Trustee shall
authenticate, deliver and register in the Bond Register in the name of the transferee a new Bond or Bonds of the Deleted: OHS west:260472363.1 1
same aggregate principal amount, Series, Subseries (if applicable), terms and maturity as the surrendered Bond. 41612-1 JRH/JRH
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OHS West260486794.2
Regulations With Respect to Exchanges and Transfers. Subject to the terms of a Representation Letter
with a Securities Depository for Book -Entry Bonds, in all cases in which the privilege of exchanging Bonds or
transferring Bonds is exercised, the Authority shall execute and the Trustee shall authenticate and deliver Bonds in
accordance with the provisions of the Indenture relating to such Bonds. All Bonds surrendered in any such
exchanges or transfers shall forthwith be delivered to the Trustee and cancelled by the Trustee. Unless the
Supplemental Indenture relating to such Bonds provides that such transfer or exchange shall be made without charge
to the Owner, for every such exchange or transfer of Bonds, whether temporary or definitive, the Authority or the
Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be
paid and any other cost incurred by the Authority or the Trustee with respect to such exchange or transfer.
Bonds Mutilated, Destroyed, Stolen or Lost. Subject to the terms of a Representation Letter with a
Securities Depository for Book -Entry Bonds, if any Bond becomes mutilated or is lost, stolen or destroyed, the
Authority may execute and the Trustee shall authenticate and deliver a new Bond of like date of Series, Subseries (if
applicable), maturity, principal amount and terms as the Bond so mutilated, lost, stolen or destroyed; provided that
(i) in the case of such mutilated Bond, such Bond is first surrendered to the Trustee, (ii) in the case of any such lost
stolen or destroyed Bond, there is first furnished evidence of such loss, theft or destruction satisfactory to the
Trustee together with indemnity satisfactory to the Trustee, (iii) all other reasonable requirements of the Authority
and the Trustee are complied with, and (iv) expenses in connection with such transaction are paid by the Owner.
Any Bond surrendered for exchange shall be cancelled. Any such new Bond issued pursuant to the Indenture in
substitution for a Bond alleged to be destroyed, stolen or lost shall constitute original additional contractual Bonds
on the part of the Authority, whether or not the Bond so alleged to be destroyed, stolen or lost be at any time
enforceable by anyone, and shall be equally payable from the Trust Estate on a parity with and entitled to equal and
proportionate benefits with, all other Bonds.
Pledge of Trust Estate. Subject to the application thereof on the terns and conditions provided in the
Indenture, to secure the Secured Obligations according to their respective tenor, purport and effect, the Authority
hereby irrevocably grants a lien on and a security interest in, and pledges, the Trust Estate to the Trustee, for the
benefit of the Owners of the Outstanding Bonds, including Bank Bonds, each issuer of a Bank Agreement, each
issuer of a Debt Service Reserve Fund Surety Bond and each counterparty under a Qualified Swap Agreement. The
lien on and security interest in and pledge of the Trust Estate granted and made in the Indenture shall constitute a
first pledge of and charge and lien upon the Trust Estate, shall immediately attach and be effective, binding, and
enforceable against the Authority, its successors, purchasers of any of the Trust Estate, creditors, and all others
asserting rights tin the Indenture to the extent set forth in, and in accordance with, the Indenture, irrespective of
whether those parties have notice of the lien on, security interest in and pledge of the Trust Estate and without the
need for any physical delivery, recordation, filing or further act. The grant of a lien on and security interest in, and
pledge of, the Trust Estate pursuant to the Indenture is made pursuant to Chapter 5.5 of Division 6 of Title 1
(commencing with Section 5450) of the Government Code of the State.
Funds. The Indenture or upon redemption or upon acceleration, of the Secured Obligations, there are
hereby establishes the following funds, to be held and maintained by the Trustee and applied as provided in the
Indenture: the Vernon Natural Gas Financing Authority Revenue Bonds (Vernon Gas Project) Revenue Fund; the
Vernon Natural Gas Financing Authority Revenue Bonds (Vernon Gas Project) Rebate Fund; the Vernon Natural
Gas Financing Authority Revenue Bonds (Vernon Gas Project) Debt Service Fund, consisting of the Interest
Account and the Principal Account; the Vernon Natural Gas Financing Authority Revenue Bonds (Vernon Gas
Project) Redemption Fund; the Vernon Natural Gas Financing Authority Revenue Bonds (Vernon Gas Project) Debt
Service Reserve Fund; the Vernon Natural Gas Financing Authority Revenue Bonds (Vernon Gas Project) Credit
Enhancement Fund; and the Vernon Natural Gas Financing Authority Revenue Bonds (Vernon Gas Project)
Qualified Swap Fund.
Revenue Fund. The Revenue Fund is described under "SECURITY AND SOURCES OF PAYMENT -
Application of Amounts in the Revenue Fund."
Rebate Fund. The Trustee shall apply amounts in the Rebate Fund to the payment when due of the Rebate
Requirements as provide in the Indenture. Within the Rebate Fund, the Trustee shall maintain such accounts as shall
be directed by the Authority as necessary in order for the Authority and the City to comply with the terns and
Deleted: OHS West:260472363.1.1�
requirements of the Tax- Agreement. Subject to the transfer provisions provided in the Indenture, all money at any 41612-1 JRH/JRH
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OHS West:260486794.2
time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate
Requirement, for payment to the United States of America, and none of the Authority, the City or the Owners shall
have any rights in or claim to such moneys. All amounts deposited into or on deposit in the Rebate Fund shall be
governed by the Indenture, by the tax covenants of the Agreement and by the Tax Agreement.
Debt Service Fund. The Trustee shall apply amounts in the Principal Account to the payment when due of
the principal and Sinking Fund Installment redemption (or payment at maturity) of the Outstanding Bonds. The
Trustee shall apply amounts in the Interest Account to the payment when due of interest on the Outstanding Bonds.
In the event that Bonds of a Series, Subseries (if applicable) and maturity for which Sinking Fund Installments are
established are purchased or redeemed at the option of the Authority and such purchased or optionally redeemed
Bonds are deposited with the Trustee for credit against any such Sinking Fund Installments not less than forty-five
(45) days prior to the due date for any Sinking Fund Installment for such Bonds, such deposit shall satisfy (to the
extent of 100% of the principal amount of such Bonds) any obligation of the Authority to make a payment to the
Trustee with respect to such Sinking Fund Installments.
Redemption Fund. Moneys in the Redemption Fund shall be applied to the payment when due of the
Redemption Price of the Bonds to be redeemed and, except as otherwise provided in the Indenture, shall be used
only for that purpose. If, after all of the Bonds designated for redemption on a specified date have been redeemed
and cancelled, there are moneys remaining in the Redemption Fund with respect to the Bonds to be redeemed on
such date, said moneys shall be transferred to the Accounts in the Debt Service Fund specified by the Authority;
provided, however, that if said moneys are part of the proceeds of Bonds said moneys shall be applied as provided in
the Supplemental Indenture authorizing the issuance of such Bonds.
Debt Service Reserve Fund. If on any date on which the principal of or, in connection with a redemption
from Sinking Fund Installments the Redemption Price of, or interest on, Bonds is due, the amount in the applicable
Account in the Debt Service Fund available for such payment is less than the amount of the principal and
Redemption Price of and interest on the Bonds due on such date, the Trustee shall apply amounts from the Debt
Service Reserve Fund to the extent necessary to make good the deficiency.
In the event of the refunding of one or more Bonds (or portions thereof), the Trustee shall, upon the written
direction of an Authorized Authority Representative, withdraw from the Debt Service Reserve Fund any or all of the
amounts on deposit tin the Indenture (excluding Reserve Financial Guaranties) and deposit such amounts with itself
as Trustee to be held for the payment of the principal or Redemption Price, if any, of, and interest on, the Bonds (or
portions thereof) being refunded; provided that such withdrawal shall not be made unless (a) immediately thereafter
the Bonds (or portions thereof) being refunded shall be deemed to have been paid pursuant to the Indenture, and (b)
the amount remaining in the Debt Service Reserve Fund after such withdrawal, taking into account any deposits to
be made in the Debt Service Reserve Fund in connection with such refunding, shall not be less than the Debt Service
Reserve Requirement.
In lieu of the deposits and transfers to the Debt Service Reserve Fund required by the Indenture, the
Authority may cause to be deposited in the Debt Service Reserve Fund a Reserve Financial Guaranty or Reserve
Financial Guaranties in an amount equal to the difference between the Debt Service Reserve Requirement and the
sums, if any, then on deposit in the Debt Service, Reserve Fund or being deposited in such Fund concurrently with
such Reserve Financial Guaranty or Guaranties. The Trustee shall draw upon or otherwise take such action as is
necessary in accordance with the terms of the Reserve Financial Guaranties to receive payments with respect to the
Reserve Financial Guaranties (including the giving of notice as required under the Indenture) on any date on which
moneys shall be required to be withdrawn from the Debt Service Reserve Fund and applied to the payment of
principal or Redemption Price of, or interest on, any Bonds and such withdrawal cannot be met by amounts on
deposit in the applicable accounts in the Debt Service Reserve Fund and as otherwise provided in the Indenture.
If at any time the obligations insured or issued by a Reserve Guaranty Provider shall no longer maintain the
required ratings set forth in the definition of "Reserve Financial Guaranty" in the Indenture, the Authority shall
provide or cause to be provided cash or a substitute Reserve Financial Guaranty meeting such requirements to the
extent necessary to satisfy the Debt Service Reserve Requirement with either cash, qualified Reserve Financial
Guaranties or a combination thereof.
Deleted: OHS West:260472363.1
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I , - - D-4
OHS West:260486794.2
Credit Enhancement Fund. Subject to the priorities established in the Indenture, moneys in the Credit
Enhancement Fund shall be applied to the payment of the amounts that are due and payable under each Bank
Agreement to the extent not paid as principal of or interest on related Bank Bonds and, except as otherwise provided
in the Indenture, shall be used only for that purpose. If, after the payment of all amounts that are due and payable
under each Bank Agreement, there are moneys remaining in the Credit Enhancement Fund, said moneys shall be
transferred to the Accounts in the Debt Service Fund specified by the Authority; provided, however, that if said
moneys are part of the proceeds of Bonds said moneys shall be applied as provided in the Supplemental Indenture
authorizing the issuance of such Bonds.
Oualified Swau Fund. Moneys in the Qualified Swap Fund shall be applied to the payment of the
amounts that are due and payable by the Authority under each Qualified Swap Agreement, including Net Payments
or Termination Payments, and, except as otherwise provided in the Indenture, shall be used only for that pm -pose. If
after the payment of all amounts that are due and payable by the Authority under each Qualified Swap Agreement
there are moneys remaining in the Qualified Swap Fund, said moneys shall be transferred to the Accounts in the
Debt Service Fund specified by the Authority; provided, however, that if said moneys are part of the proceeds of
Bonds said moneys shall be applied as provided in the Supplemental Indenture authorizing the issuance of such
Bonds.
Investment of Certain Funds. In the absence of any written investment directions from an Authorized
City Representative, the Trustee shall, unless otherwise provided in the Indenture, invest moneys in the Funds and
Accounts held by the Trustee under the Indenture, other than the Rebate Fund, in money market funds described in
clause (d) of the definition of "Permitted Investments." Moneys held in the Revenue Fund, the Debt Service Fund
the Redemption Fund, the Credit Enhancement Fund and the Qualified Swap Fund shall be invested and reinvested
by the Trustee to the fullest extent practicable in securities described in clauses (a) through (c) of the definition of
"Permitted Investments" in the Indenture which mature not later than such times as shall be necessary to provide
moneys when reasonably expected to be needed for payments to be made from such Funds. Moneys held in the
Debt Service Reserve Fund shall be invested and reinvested by the Trustee to the fullest extent practicable in
securities described in clauses (a), (b), (c), (g), 0) and (m) of the definition of "Permitted Investments" in the
Indenture which mature, or which may be drawn upon, not later than such times as shall be necessary to provide
moneys when reasonably expected to be needed for payments to be made from such Fund, but, except for
investments which permit the Trustee to make withdrawals without penalty, at any time upon not more than two
Business Days notice, to provide moneys for payments to be made from such Fund to the Debt Service Fund, not
later than five years from the time of such investment. Moneys held in the Rebate Fund may be as provided in the
Tax Agreement.
Interest or other income (net of that which (i) represents a return of accrued interest paid in connection with
the purchase of any investment or (ii) is required to effect the amortization of any premium paid in connection with
the purchase of any investment) earned on any moneys or investments in the Funds created under the Indenture shall
be transferred to the Interest Account; provided that no such transfer shall be made from the Debt Service Reserve
Fund to the extent the amount remaining in the Debt Service Reserve Fund would be less than the Debt Service
Reserve Requirement. In making an investment in any Permitted Investments with moneys in any Fund established
under the Indenture, the Trustee may combine such moneys with moneys in any other Fund but solely for the
purposes of making such investment in such Permitted Investments and provided that any amount so combined shall
be separately accounted for.
COVENANTS OF THE AUTHORITY
Compliance with Indenture. The Authority covenants not to issue any bonds, notes, debentures, or other
evidences of indebtedness or incur any payment obligations, payable out of or secured by a pledge or assignment of
the "Trust Estate or any portion thereof, nor shall it create or cause to be created any lien or charge on the Trust
Estate or any portion thereof prior to or on a parity with the lien of the pledge made pursuant to the Indenture to
secure the payment of the Secured Obligations; provided, however, that nothing contained in the Indenture shall
prevent the Authority from issuing, if and to the extent permitted by law, bonds, notes, or other evidences of
indebtedness payable out of, or secured by a pledge and assignment of, the Revenues to be derived on and after such
date as the pledge of the Revenues made pursuant to the Indenture shall be discharged and satisfied as provided in
the Indenture or payable from and secured by Revenues on a basis which shall be, and shall be expressed, to be in all
.- - -
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OHS West:260486794.2
Deleted: OHS West260472363.1
41612-1 JRH/JRH
respects junior and subordinate in all respects to the payment of amounts then due with respect to the Secured
Obligations or otherwise payable under the Indenture.
Security Documents. The Authority shall receive and forthwith deposit in the Revenue Fund all amounts
payable to it pursuant to the Security Documents or payable to it pursuant to any other contract related to its interest
in the Security Documents. The Authority shall enforce or cause to be enforced the provisions of the Security
Documents and duly perform its covenants and agreements under the Indenture. The Authority shall not waive any
provision of any Security Document or take any action to interfere with or impair the pledge and assignment under
the Indenture of Revenues and the assignment to the Trustee of rights under the Security Documents assigned to the
Trustee under the Indenture, or the Trustee's enforcement of any such rights under the Indenture, or consent or agree
to or permit any rescission of or amendment to, or otherwise take any action under or in connection with, any
Security Document which shall in any manner materially impair or materially adversely affect the rights of the
Authority under the Indenture, in each case without the prior written consent of each Provider; however, nothing in
the Indenture shall be construed so as to prohibit any other amendment of the Security Documents.
Payment of Principal and Interest. The Authority shall punctually pay, but only from the Trust Estate, the
principal of and interest on every Bond issued under the Indenture at the times and places and in the manner
provided in the Indenture and in the Bonds according to the true intent and meaning thereof. All such payments
shall be made by the Trustee as provided in the Indenture. When and as paid in full, all Bonds shall be delivered to
the Trustee and shall forthwith be cancelled by the Trustee, who shall deliver a certificate evidencing such
cancellation to the Authority and, if requested, the City the Trustee may retain or destroy such cancelled Bonds.
Extension or Funding of Claims for Interest. hi order to prevent any accumulation of claims for interest
after maturity, the Authority covenants not to, directly or indirectly, extend or assent to the extension of the time for
the payment of any claim for interest on any of the Bonds, and not to, directly or indirectly, be a party to or approve
any such arrangement by purchasing or funding such claims or in any other manner. In case any such claim for
interest shall be extended or funded, whether or not with the consent of the Authority, such claim for interest so
extended or funded shall not be entitled, in case of default under the Indenture, to the benefits of the Indenture,
except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for
interest which shall not have been so extended or funded.
Arbitrage Covenants. The Authority covenants with all Persons who hold or at any time held Bonds that
the Authority will not directly or indirectly use the proceeds of any of the Bonds or any other funds of the Authority
or permit the use of the proceeds of any of the Bonds or any other funds of the Authority or take or omit to take any
other action which will cause any of the Bonds to be "arbitrage bonds" or otherwise subject to federal income
taxation by reason of Sections 103 and 141 through 150 of the Code and any applicable regulations promulgated
thereunder. To that end the Authority covenants to comply with all covenants set forth in the Tax Agreement, which
is incorporated in the Indenture by reference as though fully set forth in the Indenture.
Notwithstanding any provisions of the Indenture or the Agreement, if the City shall provide to the
Authority and the Trustee an Opinion of Bond Counsel that any specified action required under the Indenture, the
Agreement or the Tax Agreement which respect to the Tax -Exempt nature of interest on the Bonds is no longer
required or that some further or different action is required to maintain the Tax -Exempt status of interest on the
Bonds, the City, the Trustee and the Authority may conclusively rely on such opinion in complying with the
requirements of its tax covenants and the covenants under the Indenture shall be deemed to be modified to that
extent.
Further Assurances. Whenever and so often as requested so to do by the Trustee, the Authority covenants
to promptly execute and deliver or cause to be executed and delivered all such other and further instruments,
documents or assurances, and promptly do or cause to be done all such other and further things, as may be necessary
or reasonably required in order to further and more fully vest in the Trustee and the Owners all of the rights,
interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them by the
Indenture and to perfect and maintain as perfected such rights, interests, powers, benefits, privileges and advantages.
Amendments Permitted. (a) Subject to the provisions of sections (d) and (e) below and to the receipt of
the consent of the Insurer, the provisions of the Indenture and the rights and obligations of the Authority and of the
I- ---- -- -- -... ..- - _D-6--
- OHS West:260486794.2 _ -
Deleted: OHS West:260472363.1
41612-1 JRH/JRH
Owners of the Outstanding Bonds and of the Trustee may be modified, amended or supplemented by a
Supplemental Indenture or Supplemental Indentures, with the written consent of each Credit Provider whose consent
is required by a Supplemental Indenture or a Credit Agreement, when the written consent of the Owners of at least a
majority in aggregate principal amount of the Bonds then Outstanding shall have been filed with the Trustee; or if
less than all of the Outstanding Bonds are affected, the written consent of the Owners of at least a majority in
aggregate principal amount of all affected Outstanding Bonds; provided that if such modification, amendment or
supplement shall, by its terms, not take effect so long as any Bonds of any particular Series and maturity remain
Outstanding, and, with respect to Bonds which are Tender Bonds if the conditions of section (d) below are satisfied
the consent of the Owners of such Bonds shall not be required and such Bonds shall not be deemed to be
Outstanding for the purpose of any the calculation of Outstanding Bonds for purposes of the Indenture. No such
modification, amendment or supplement shall (1) reduce the aforesaid percentage of Bonds the consent of the
Owners of which is required to effect any such modification, amendment or supplement without the consent of the
Owners of all of the Bonds then Outstanding; or (2) modify the rights or Bonds of the Trustee without the consent of
the Trustee.
It shall not be necessary for the consent of the Owners to approve the particular form of any Supplemental
Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Prior to the entry into any
Supplemental Indenture by the Authority and the Trustee for any of the purposes of this Section, the Authority shall
cause notice of the proposed Supplemental Indenture to be mailed, by first class mail, postage prepaid, to the
Owners of all Outstanding Bonds (or the affected Outstanding Bonds) at their addresses appearing on. the Bond
Register. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that
copies thereof are on file at the office of the Trustee for inspection by each Owner of an Outstanding Bond.
Whenever, at any time after the date of the mailing of notice of the proposed entry into a Supplemental
Indenture pursuant to this subsection, the Authority shall, have received an instrument or instruments in writing
executed in accordance with the Indenture by or on behalf of the Owners of not less than a majority in aggregate
principal amount of the Bonds then Outstanding, or if less than all of the Outstanding Bonds are affected, by the
Owners of not less than a majority in aggregate principal amount of the affected Outstanding Bonds, which
instrument or instruments shall refer to the proposed Supplemental Indenture described in the notice of the proposed
Supplemental Indenture and shall consent to such Supplemental Indenture in substantially the form referred to in
such notice, thereupon, but not otherwise, the Authority and the Trustee may enter into such Supplemental Indenture
in substantially such form, without liability or responsibility to any Owner of any Bond, whether or not such Owner
shall have consented thereto.
(b) The Indenture may be supplemented from time to time and at any time by a Supplemental
Indenture or Supplemental Indentures, which the Authority and the Trustee may enter into with the consent of each
Credit Provider whose consent is required by a Supplemental Indenture or a Credit Agreement but without the
consent of the Owner of any Bond, to provide for the issuance of a Series of additional Bonds or refunding Bonds in
accordance with the terms and conditions of the Indenture, and establishing the terns and conditions thereof,
including the rights of any Credit Provider for such additional Bonds or refunding Bonds, which may include
permitting such Credit Provider to act for and on behalf of the Owners of such Bonds for any or all purposes of the
Indenture except that no such Credit Provider shall be authorized to extend the fixed maturity of any Bond, or
reduce the principal amount thereof, or reduce the amount of any Sinking Fund Installment therefor, or extend the
due date of any such Sinking Fund Installment, or reduce the rate of interest on any Bond or extend the time of
payment of interest thereon, without the consent of the Owner of each Bond so affected; or except as otherwise
provided with respect to a Bond constituting a Tender Bond in the Supplemental Indenture authorizing such Bond
and subject to the satisfaction of the conditions of section (f) below, reduce the Redemption Price due on the
redemption of any Bond or change the date or dates when any Bond is subject to redemption.
(c) The Indenture and the rights and obligations of the Authority, the Trustee and the Owners of the
Outstanding Bonds may also be modified, amended or supplemented by a Supplemental Indenture, which the
Authority and the Trustee may enter into with the consent of each Credit Provider whose consent is required by a
Supplemental Indenture or a Credit Agreement but without the consent of any Owners of Bonds (but with the
consent of any affected Trustee), so long as such modification, amendment or supplement shall not materially,
adversely affect the interests of the Owners of the Outstanding Bonds, including without limitation, for any one or
more of the following purposes: to add to the covenants and agreements of the Authority contained in the Indenture
I,. -----......--- _.- --.....- __-- -- --D-7"
OFIS West260486794.2
Deleted: OHS Wes1:260472363.1
41612-1 JRH/JRH
other covenants and agreements thereafter to be observed, to pledge, provide or assign any security for the Secured
Obligations (or any portion thereof), or to surrender any right or power in the hdenture reserved to or conferred
upon the Authority; to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or
of curing or correcting any defective provision, contained in the Indenture, or in regard to matters or questions
arising under the Indenture, as the Authority may deem necessary or desirable; or to modify, amend or supplement
the Indenture in such manner as to permit the qualification of the Indenture under the Trust Indenture Act of 1939,
as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions
as may be permitted by said act or similar federal statute.
(d) Notwithstanding anything to the contrary in the Indenture, the provisions of the Indenture may
also be modified, amended or supplemented, including amendments which would otherwise be described in section
(a) above, without the consent of the Owners of Bonds constituting Tender Bonds if either (i) the effective date of
such Supplemental Indenture is a date on which such Bonds are subject to mandatory tender for purchase pursuant
to the Indenture or (ii) the notice described in section (a) above is given to Owners of such Bonds at least thirty (30)
days before the effective date of such Supplemental Indenture, and on or before such effective date, the Owners of
such Bonds have the right to demand purchase of such Bonds pursuant to the Indenture.
(e) If the Supplemental Indenture authorizing the issuance of a Series of Bonds provides that a Credit
Provider for all or any portion of the Bonds of such Series shall have the right to consent to Supplemental Indentures
which require the consent of the Owners of the Bonds of such Series pursuant to the Indenture, then for the purposes
of sending notice of any proposed Supplemental hdenture and for determining whether the Owners of the requisite
percentage of Bonds have consented to such Supplemental Indenture, but subject to the provisions of subsection (b)
of the Indenture, references to the Owners of such Bonds shall be deemed to be to the applicable Credit Provider.
The First Supplemental Indenture provides that the Insurer has the right to consent to Supplemental Indentures
which require the consent of the Owners of the 2006 Bonds.
(f) For purposes of the Indenture, it shall not be necessary that consents of the Owners of any
particular percentage of Outstanding Bonds of any affected Series be obtained but it shall be sufficient if the consent
of the Owners of a majority in aggregate principal amount of the combination of affected Outstanding Bonds shall
be obtained.
(g) For purposes of the Indenture, Bonds owned or held by or for the account of the Authority or the
City, or any funds of the Authority or the City, shall not be deemed Outstanding for the purpose of consent or other
action or any calculation of Outstanding Bonds, and neither the Authority nor the City shall be entitled with respect
to such Bonds to give any consent or take any other action provided for in the Indenture as an Owner of Bonds. At
the time of any consent or other action taken under the Indenture, the Authority shall furnish the Trustee a certificate
upon which the Trustee may rely, describing all Bonds so to be excluded.
Effect of Supplemental Indenture. Upon the Authority and the Trustee entering into any Supplemental
Indenture pursuant to the Indenture, the Indenture shall be deemed to be modified, amended or supplemented in
accordance therewith, and the respective rights, duties and obligations under the Indenture of the Authority, the
Trustee and all Owners of Outstanding Bonds shall thereafter be determined, exercised and enforced subject in all
respects to such modification, amendment and supplement, and all the terms and conditions of any such
Supplemental Indenture shall be deemed to be part of the terms and conditions of the Indenture for any and all
purposes. Upon the Authority and the Trustee entering into any Supplemental Indenture pursuant to the Indenture,
no Owner of any Bond shall have any right to object to the entry into such Supplemental Indenture by the Authority
and the Trustee, or to object to any of the terms and provisions contained tin the Indenture or the operation thereof
or in any manner to question the propriety of the entry into such Supplemental Indenture, or to enjoin or restrain the
Authority or the Trustee from entering into the same or to enjoin or restrain the Authority or the Trustee from taking
any action pursuant to the provisions thereof whether or not such Owner gave his consent to such Supplemental
Indenture.
Discharge of Indenture. If the Authority shall pay, or cause to be paid, or there shall otherwise be paid, to
the Owners of all Bonds the principal amount or Redemption Price, if applicable, of the Bonds, and interest due on
the Bonds, at the times and in the manner stipulated in the Indenture and in the Indenture, together with all other Deleted: OHS West:260472363.1
sums payable by the Authority under the Indenture and the Bank Agreements, including all fees and expenses of the 41612-1 JRH/JRH
OHS West:260486794.2
Trustee, then and in that case the Indenture, and the pledge of and lien on the Trust Estate under the Indenture and
all covenants, agreements and obligations of the Authority contained in the Indenture, shall cease and terminate and
shall be completely discharged and satisfied and the Authority shall be released therefrom and the Trustee shall
assign and transfer to or upon the order of the City all property and all funds (in excess of the amounts required for
the foregoing) then held by the Trustee under the Indenture free and clear of any liens or encumbrances pursuant to
the Indenture and shall execute such documents as may be reasonably required by the Authority in this regard.
Bonds Deemed Paid. (a) Bonds (or portions of Bonds) for the payment or redemption of which moneys
shall have been set aside and shall be held in trust by the Trustee (through deposit pursuant to a deposit of funds for
such payment or redemption or otherwise) at the maturity or redemption date thereof, as applicable, shall be deemed
to have been paid within the meaning and with the effect expressed in section (c) below.
(b) Any Outstanding Bond (or any portion thereof such that both the portion thereof which is deemed
paid and the portion which is not deemed paid pursuant to the hndenture shall be in an Authorized Denomination)
shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the
effect expressed in subsection (c) below (except as provided in section (d) below) if (i) in case said Bond (or portion
thereof) is to be redeemed on any date prior to maturity, the Authority shall have given the Trustee irrevocable
instructions to give notice of redemption of such Bond (or portion thereof) on said date as provided in the Indenture,
(ii) there shall have been deposited with the Trustee either moneys constituting Available Amounts in an amount
which shall be sufficient, or Defeasance Securities purchased with Available Amounts, the principal of and the
interest on which when due shall provide moneys which, together with the other moneys, if any, held by the Trustee
for such purpose, shall be sufficient, in each case as evidenced by an Accountant's Certificate, to pay when due the
principal amount of, and any redemption premiums on, said Bond (or, portion thereof) and interest due and to
become due on said Bond (or portion thereof) on and prior to the redemption date or maturity date thereof, as the
case may be, and (iii) if such Bond (or portion thereof) is not to be paid or redeemed within 60 days of the date of
the deposit required by (ii) above, the Authority shall have given the Trustee, in form satisfactory to it, instructions
to mail, as soon as practicable, by first class snail, postage prepaid, to the Owner of such Bond, at the last address, if
any, appearing upon the Bond Register, a notice that the deposit required by (ii) above has been made with the
Trustee and that said Bond (or the applicable portion thereof) is deemed to have been paid in accordance with the
Indenture and stating such maturity or redemption date upon which moneys are to be available for the payment of
the principal amount of, and any redemption premiums on, said Bond. Any notice given pursuant to clause (iii) of
this section (b) with respect to Bonds which constitute less than all of the Outstanding Bonds of any Series,
Subseries and maturity shall specify the letter and number or other distinguishing mark of each such Bond. Any
notice given pursuant to clause (iii) of this subsection (b) with respect to less than the full principal amount of a
Bond shall specify the principal amount of such Bond which shall be deemed paid pursuant to the Indenture and
notify the Owner of such Bond that such Bond must be surrendered as provided in the Indenture. The receipt of any
notice required by the Indenture shall not be a condition precedent to any Bond being deemed paid in accordance
with the Indenture and the failure of any Owner to receive any such notice shall not affect the validity of the
proceedings for the payment of Bonds in accordance with the Indenture. Neither Defeasance Securities nor moneys
deposited with the Trustee pursuant to the Indenture, nor principal or interest payments on any such Defeasance
Securities, shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the
principal amount of, and any redemption premiums on, said Bonds and the interest thereon; provided that any cash
received from principal or interest payments on such Defeasance Securities deposited with the Trustee, (A) to the
extent such cash shall not be required at any time for such payment, as evidenced by an Accountant's Certificate
shall be paid over upon the written direction of an Authorized Authority Representative, including a transfer to the
Authority free and clear of any trust, lien, pledge or assignment securing said Bonds, and (B) to the extent such cash
shall be required for such payment at a later date, shall, to the extent practicable, at the written direction of an
Authorized Authority Representative, be reinvested in Defeasance Securities maturing at times and in amounts
which together with the other funds to be available to the Trustee for such purpose, shall be sufficient to pay when
due the principal amount of, and any redemption premiums on, said Bonds and the interest to become due on said
Bonds on and prior to such redemption date or maturity date thereof, as the case may be, as evidenced by an
Accountant's Certificate.
(c) Upon the deposit with the Trustee, in trust, at or before maturity or the applicable redemption date,
of money or Defeasance Securities in the necessary amount (as provided in the Indenture) to pay or redeem a Bond
(or a portion thereof), and to pay the interest thereto to such maturity or redemption date, as applicable, and making leted: OHS West:.260472363.1
41612-1 JRH/JRH
._ _ ..._ .... - - ...... D-9
---
OHS West:260486794.2
provision for the giving of the notices required by the Indenture, all liability of the Authority in respect of such
Bonds shall cease, terminate and be completely discharged, and the pledge of and lien on the Trust Estate under the
Indenture and all covenants, agreements and obligations of the Authority contained in the Indenture for the benefit
of such Bond (or the applicable portion thereof) shall cease and terminate and shall be completely discharged and
satisfied and the Authority shall be released therefrom except that the Authority shall remain liable for such payment
but only from, and the Owners shall thereafter.be entitled only to payment (without interest accrued thereon after
such redemption date or maturity date, as applicable) out of, the money and Defeasance Securities deposited with
the Trustee for their payment as provided in the Indenture; provided that no Bond which constitutes a Covered
Tender Bond shall be deemed to be paid within the meaning of the Indenture unless the Purchase Price of such Bond,
if tendered for purchase in accordance with the Indenture, could be paid when due from such moneys or Defeasance
Securities (as evidenced by an Accountant's Certificate) or a Bank Facility is provided in connection with such
Purchase Price.
(d) Notwithstanding the termination, satisfaction and discharge of the Indenture in respect of any
Bonds, those provisions of the Indenture relating to the maturity of the Bonds, interest payments and dates thereof,
tender and exchange provisions, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen
Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds; compliance by the Authority of the tax
covenants contained in the Indenture and the duties of the Trustee in connection with all of the foregoing, shall
remain in effect and shall be binding upon the Authority, the Trustee and the Owners and the Trustee shall continue
to be obligated to hold in trust any monies and investments then held by the Trustee for the payment of the principal
or Redemption Price of, and interest on, the Bonds, to pay to the Owners, but only from the monies and investments
so held by the Trustee, the principal or Redemption Price of, and interest on, the Bonds as and when such payment
becomes due.
(e) Prior to the defeasance of any Bond constituting a Variable Rate Bond becoming effective under
the Indenture, the Trustee shall have received a Rating Confirmation from each Rating Agency.
(f) Nothing in the Indenture shall prevent the Authority from substituting for the Defeasance
Securities held for the payment or redemption of Bonds (or portions thereof) other Defeasance Securities which
together with the moneys held by the Trustee for such purpose, as evidenced by an Accountant's Certificate, shall be
sufficient to pay when due the principal amount of, and any redemption premiums on, the Bonds (or portions
thereof) to be paid or redeemed, and the interest due on the Bonds (or portions thereof) to be paid or redeemed at the
times established with the initial deposit of Defeasance Securities for such purpose; provided that the Authority shall
deliver to the Trustee a Favorable Opinion of Bond Counsel with respect to such substitution.
(g) If there shall be deemed paid pursuant to the Indenture less than the full principal amount of a
Bond, the Authority shall execute and the Trustee shall authenticate and deliver, upon the surrender of such Bond,
without charge to the Owner of such Bond, a new Bond or Bonds for the principal amount of the Bond so
surrendered which is deemed paid and another new Bond or Bonds for the balance of the principal amount of the
Bond so surrendered, in each case of like Series, Subseries maturity and other terns, and in any of the Authorized
Denominations.
Events of Default. Each of the following shall constitute an Event of Default under the Indenture: if
default shall be made in the payment of the interest on any Outstanding Bond when and as the same shall become
due and payable, whether on an Interest Payment Date or otherwise; if default shall be made in the payment of the
principal or Redemption Price of any Outstanding Bond when and as the same shall become due and payable,
whether at the stated maturity thereof, or upon proceedings for redemption thereof or upon the maturity thereof by
declaration; if default shall be made by the Authority in the performance or observance of any other of the covenants,
agreements or conditions on its part in the Indenture or in the Outstanding Bonds contained, and such default shall
continue for a period of 60 days after written notice thereof to the Authority by the Trustee or to the Authority and to
the Trustee by a Credit Provider or the Owners of not less than 10% in principal amount of the Bonds Outstanding;
provided, however, if such default is such that it can be corrected by the Authority but not within the applicable
period specified above, it shall not constitute an Event of Default if corrective action is instituted by the Authority
within thirty (30) days of the Authority's receipt of the notice of the default required by this paragraph and diligently
pursued until the default is corrected but in no event shall this period exceed 120 days; an Agreement Event of {Deleted: OHS West:260472363.1�
Default shall have occurred and be continuing; or an Event of Default under the Insurance Agreement., 41612-t JRHi1RH
D-10
OHS West260486794.2
-
Right to Accelerate Maturity Upon Default. Notwithstanding anything contrary in the Indenture or in
the Bonds, upon the occurrence and continuance of an Event of Default, the Trustee may, with the consent of each
Credit Provider whose consent is required by a Supplemental Indenture or a Credit Agreement, and shall, at the
direction of the Owners of a majority in principal amount of Outstanding Bonds (other than Bonds owned by or on
behalf of the Authority or the City) by written notice to the Authority, with the consent of each Credit Provider
whose consent is required by a Supplemental Indenture or a Credit Agreement, declare the principal of the
Outstanding Bonds to be immediately due and payable, whereupon the principal of the Outstanding Bonds thereby
coming due and the interest thereon accrued to the date of payment shall, without further action, become and be
immediately due and payable.
Enforcement Proceedines. If an Event of Default under the Indenture shall happen and shall not have
been remedied, then and in every such case, the Trustee, by its agents and attorneys, may, with the consent of each
Credit Provider whose consent is required by a Supplemental Indenture or a Credit Agreement, proceed, and upon
the written request of the Owners of not less than a majority in principal amount of the Bonds at the time
Outstanding, with the consent of each Credit Provider whose consent is required by a Supplemental Indenture or a
Credit Agreement, shall proceed, to protect and enforce its rights and the rights of the Owners of the Outstanding
Bonds by a suit or suits in equity or at law, whether for damages or the specific performance of any covenant
contained in the Indenture, to enforce the security interest in, pledge of and lien on the Trust Estate granted pursuant
to the Indenture, or in aid of the execution of any power granted in the Indenture or any remedy granted under
applicable provisions of the laws of.the State, or for an accounting by the Authority as if the Authority were the
trustee of an express trust, or in the enforcement of any other legal or equitable right as the Trustee, being advised by
counsel, shall deem most effectual to enforce any of its rights or to perform any of its duties under the Indenture.
All rights of action under the Indenture may be prosecuted and enforced by the Trustee without the
possession of any of the Bonds or the production thereof in the trial or other proceedings, and any such suit or
proceedings instituted by the Trustee shall be brought in its own name as trustee of an express bust.
Upon commencing a suit at law or in equity or upon commencement of other judicial proceedings by the
Trustee to enforce any right under the Indenture, the Trustee shall be entitled to exercise any and all rights and
powers conferred in the Indenture and provided to be exercised by the Trustee upon the occurrence of any Event of
Default.
Regardless of the happening of an Event of Default, the Trustee shall have power to, but unless requested
in writing to proceed by the Owners of a majority in principal amount of the Bonds then Outstanding or a Credit
Provider (which has the authority to make such request pursuant to a Supplemental Indenture or a Credit
Agreement) and unless furnished with reasonable security and indemnity, shall be under no obligation to, institute
and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any
impairment of the security under the Indenture by any acts which may be unlawful or in violation of the Indenture
and such suits and proceedings as the Trustee may be advised shall be necessary or expedient to preserve or protect
its interests and the interests of the Owners of the Bonds.
If the Trustee or any Owner or Owners of Outstanding Bonds have instituted any proceeding to enforce any
tight or remedy under the Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Owner or Owners, then and in every such case the Authority,
the Trustee and the Owners shall, subject to any determination in such proceeding, be restored severally and
respectively to their former positions under the Indenture, and thereafter all rights and remedies of the Trustee and
the Owners shall continue as though no such proceeding had been instituted.
Remedies Not Exclusive. No remedy by the terms of the Indenture conferred upon or reserved to the
Trustee or the Owners of the Bonds is intended to be exclusive of any other remedy, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given under the Indenture or existing at
law or in equity or by statute whether effective on or after the effective date of the Master Indenture. The assertion
or employment of any right or remedy, under the Indenture or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.
.- - - -- - .... D-11
OHS West:260486794.2
Deleted: OHS West:260472363.1 1
41612-I JRH/JRH
Restriction on Owner's Action. Except as otherwise provided in paragraph (b) below, no Owner of any
Bond shall have any right to institute any suit, action or proceeding at law or inequityfor the enforcement of any
provision of the Indenture or the execution of any trust under the Indenture or for any remedy under the Indenture
unless such Owner shall have previously given to the Trustee written notice of the happening of an Event of Default
as provided in the Indenture, and the Owners of at least 25% in principal amount of the Bonds then Outstanding
shall have filed a written request with the Trustee, and shall have offered it reasonable opportunity, either to exercise
the powers granted in the Indenture or by the applicable laws of the State or to institute such action, suit or
proceeding in its own name, and unless such Owners shall have offered to the Trustee adequate security and
indemnity against the costs, expenses and liabilities to be incurred tin the Indenture or thereby, and the Trustee shall
have refused to comply with such request for a period of 60 days after receipt by it of such notice, request and offer
of indemnity, it being understood and intended that no one or more Owners of Bonds shall have any right in any
manner whatever by his or their action to affect, disturb or prejudice the pledge created by the Indenture, or to
enforce any right under the Indenture, except in the manner tin the Indenture provided; and that all proceedings at
law or in equity to enforce any provision of the Indenture shall be instituted, had and maintained in the manner
provided in the Indenture and for the ratable benefit of all Owners of the Outstanding Bonds, subject only to the
provisions of the Indenture relating to the extension of claims for interest on Bonds.
Nothing in the Indenture or in the Bonds contained shall affect or impair the obligation of the Authority,
which is absolute and unconditional, to pay on the respective due dates thereof and at the places in the Indenture
expressed, but solely from the Revenues and the other security pledged under the Indenture, the principal amount, or
Redemption Price if applicable, of the Bonds, and the interest thereon, to the respective Owners thereof, or affect or
impair the right, which is also absolute and unconditional, of any Owner to institute suit for the enforcement of any
such payment.
Notice of Default. The Trustee shall, within thirty (30) days after obtaining knowledge thereof, mail
written notice of the occurrence of any Event of Default of which the Trustee has knowledge to each Provider, each
Reserve Guaranty Provider and each Owner of Bonds then Outstanding at such Owner's address, if any, appearing
in the Bond Register.
Waivers. The Owners of not less than sixty percent in principal amount of the Bonds at the time
Outstanding, or their attorneys -in -fact duly authorized, may on behalf of the Owners of all of the Bonds, waive any
Event of Default and its consequences. No such waiver shall extend to any subsequent or Event of Default or impair
any right consequent thereon.
Providers. Except as limited by the Indenture with respect to reduction in principal amounts of Bonds or
the interest thereon and the modification of payment dates, a Supplemental Indenture authorizing a Series of Bonds
may provide that any Credit Provider providing a Credit Facility with respect to Bonds of such Series may exercise
any right under the Master Indenture or the Supplemental Indenture authorizing the issuance of such Series of Bonds
given to the Owners of the Bonds to which such Credit Facility relates in lieu of such Owners. The First
Supplemental Indenture provides that the Insurer may exercise any right under the Indenture given to the Owners of
the 2006 Bonds in lieu of such Owners.
Anything in the Indenture to the contrary notwithstanding, all provisions under the Indenture authorizing
the exercise of rights by a Provider with respect to Bonds, including without limitation actions relating to consents,
approvals, directions, waivers, appointments and requests, shall be deemed not to require or permit such consents,
approvals, directions, waivers, appointments, requests or other actions and shall be read as if the Provider were not
mentioned tin the Indenture (i) during any period during which there is a default by such Provider under the
applicable Bank Facility or (ii) after the applicable Bank Facility shall at any time for any reason cease to be valid
and binding on the Provider, or shall be declared to be null and void by final judgment of a court of competent
jurisdiction, or after the Bank Facility has been rescinded, repudiated or terminated (other than in accordance with
its terms), or after a receiver, conservator or liquidator has been appointed for the Provider; provided, however; that
the payment of amounts due or that may become due (including without limitation all indemnity payments) to the
Provider or any other Person identified under such Provider's Bank Agreement pursuant to the terms of the
Indenture and/or such Bank Agreement shall continue in full force and effect. The foregoing shall not affect any
other rights of a Provider. hi addition all provisions in the Indenture relating to the rights of a Provider shall be of
--- - ---- - ___-..--_D-12
----------
OHS West:260486794.2
Deleted: OHS West.260472363.1
41612-1 JRH/JRH
no force and effect if there is no Bank Facility of such Provider in effect and all amounts owing to the Provider
under the Bank Agreement have been paid.
Unclaimed Moneys. Anything in the Indenture to the contrary notwithstanding, any moneys held by the
Trustee in trust for the payment and discharge of any of the Bonds which remain unclaimed for two years after the
date when such Bonds have become due and payable, either at their stated maturity dates, tender for purchase or by
call for redemption, if such moneys were held by the Trustee at such date, or for two years after the date of deposit
of such moneys if deposited with the Trustee after the date when such Bonds, the Redemption Price or the Purchase
Price thereof became due and payable, shall, at the written request of an Authorized City Representative be repaid
by the Trustee to the City, as its absolute property and free and clear of any trust, lien, pledge or assignment securing
said Bonds, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners of such
Bonds shall look only to the Electric Revenues of the City available for such purpose for the payment of such
Bonds; provided, however, that before being required to make any such payment to the City, the Trustee shall, at the
expense of the Authority, mail, postage prepaid to the Owners of such Bonds, at the last address, if any, appearing
on the Bond Register a notice that said moneys remain unclaimed and that, after a date named in said notice, which
date shall be not less than 30 days after the date of the mailing of such notice, the balance of such moneys then
unclaimed shall be returned to the City.
2006 Series Bond Insurance Provisions
Insurer Deemed Owner. Notwithstanding any provision of the Indenture to the contrary, so long as the
Insurer is not in default in its payment obligations under the Insurance Policies, the Insurer shall at all times be
deemed the sole and exclusive Owner of the Outstanding 2006 Bonds for the purposes of all approvals, consents,
waivers, institution of any action and the direction of all remedies; provided, however, that the Insurer shall not be
deemed to be the sole and exclusive Owner of the Outstanding 2006 Bonds with respect to any amendment or
supplement to the Indenture which seeks to amend or supplement the Indenture to extend the maturity of or reduce
the amount of interest on or principal of any 2006 Bond or otherwise alter or impair the obligation of the Authority
to pay principal or interest at the time and place and at the rate and in the currency provided therein.
Third Party Beneficiary. The Insurer is explicitly recognized as being a third party beneficiary under the
Indenture and may enforce any right, remedy or claim conferred, given or granted under the Indenture.
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APPENDIX E
OPINION OF BOND COUNSEL
On June 27, 2006, Orrick, Herrington & Sutcliffe LLP, Bond Counsel, delivered its final approving opinion
with respect to the 2006 Bonds in the followingform:'
June 27, 2006
Board of Directors
Vernon Natural Gas Financing Authority
4305 Santa Fe Avenue
Vernon, California 90058
Re: Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds
(Vernon Gas Project), 2006 Series A. 2006 Series B and 2006 Series C
(Final Opinion)
Ladies and Gentlemen:
We have acted as bond counsel to the Vernon Natural Gas Financing Authority (the "Authority") in
connection with the issuance of $200,000,000 aggregate principal amount of its Variable Rate Revenue Bonds
(Vernon Gas Project), 2006 Series A, $115,440,000 aggregate principal amount of its Variable Rate Revenue Bonds
(Vernon Gas Project), 2006 Series B and $115,405,000 aggregate principal amount of its Variable Rate Revenue
Bonds (Vernon Gas Project), 2006 Series C (collectively, the "2006 Bonds"). The 2006 Bonds have been issued
pursuant to the provisions of Article 4 the Joint Exercise of Powers Act, constituting Chapter 5 of Division 7 of Title
1 the California Government Code, and an Indenture of Trust, as supplemented by the First Supplemental Indenture
of Trust (collectively, the "Indenture"), each dated as of June 1, 2006 and each between the Authority and The Bank
of New York Trust Company, N.A., as trustee (the "Trustee"). Capitalized terns not otherwise defined herein shall
have the meanings ascribed thereto in the Indenture.
In such connection, we have reviewed the Indenture, the Natural Gas Purchase Agreement (the
"Agreement"), dated as of June 1, 2006 between the Authority and the City of Vernon (the "City"), the Tax
Agreement, dated the date hereof, relating to the 2006 Bonds (the "2006 Tax Agreement"), certificates of the
Authority, the City, the Trustee and others, opinions of counsel to the Authority, the City, the Trustee and others,
and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth
herein.
The Indenture provides that the 2006 Bonds are special obligations of the Authority payable solely from the
Revenues, including payments by the City from pursuant to the Agreement, and the other funds pledged therefor
pursuant to the Indenture. The Indenture further provides that the 2006 Bonds are not secured by a legal or equitable
pledge of, or lien or charge upon, any property of the Authority or any of its income or receipts except the Revenues
and the other funds pledged therefor pursuant to the Indenture. The Agreement provides that the City's payment
obligations under the Agreement are special obligations payable solely from amounts in its Light and Power
Department Fund.
The interest rate mode for each respective Series of the 2006 Bonds and certain agreements, requirements
and procedures contained or referred to in the Indenture, the 2006 Tax Agreement and other relevant documents
may be changed and certain actions (including, without limitation, defeasance of 2006 Bonds) may be taken or
omitted under the circumstances and subject to the terms and conditions set forth in such documents. No opinion is
expressed herein as to any 2006 Bond or the interest thereon if any such change occurs or action is taken or omitted
upon the advice or approval of counsel other than ourselves.
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The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court
decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by
actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine or to inform
any person whether any such actions are taken or omitted or events do occur or any other matters come to our
attention after the date hereof. Our engagement with respect to the 2006 Bonds has concluded with their issuance,
and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and
signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by,
and validity against, any parties other than the Authority and, with respect to the Agreement, the City. We have
assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the
documents and certificates, and of the legal conclusions contained in the opinions, referred to in the second
paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the
Indenture, the Agreement and the 2006 Tax Agreement, including without limitation covenants and agreements
compliance with which is necessary to assure that future actions, omissions or events will not cause interest on the
2006 Bonds to be included in gross income for federal income tax purposes. We call attention to the fact that the
rights and obligations under the 2006 Bonds, the Indenture, the Agreement and the 2006 Tax Agreement and their
enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance,
moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the
exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public entities in
the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of
law, choice of forum or waiver provisions contained in the foregoing documents, nor do we express any opinion
with respect to the state or quality of title to or interest in any of the assets described in or as subject to the lien of the
Indenture or the accuracy of the description contained therein of, or the remedies available to enforce liens on, any
of such assets. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official
Statement or other offering material relating to the 2006 Bonds and express no opinion with respect thereto.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following
opinions:
I . The 2006 Bonds constitute valid and binding special obligations of the Authority.
2. The Indenture has been duly executed and delivered by, and constitutes the valid and binding
obligation of, the Authority. The Indenture creates a valid pledge, to secure the payment of the principal of and
interest on the 2006 Bonds, of the Trust Estate which pledge is on a parity with the pledge of the Trust Estate
securing the payment of amounts due under Bank Agreements and Net Payments due under Qualified Swap
Agreements and which pledge is subject to the provisions of the Indenture permitting the application of the Trust
Estate for the purposes and on the terms and conditions set forth therein.
3. The Agreement has been duly executed and delivered by, and constitutes a valid and binding
agreement of, the Authority and the City.
4. Interest on the 2006 Bonds is excluded from gross income for federal income tax purposes under
section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes.
Interest on the 2006 Bonds is not a specific preference item for purposes of the federal individual or corporate
alternative minimum taxes, although we observe that it is included in adjusted current earnings when calculating
corporate alternative minimum taxable income. We express no opinion regarding other tax consequences relating to
the ownership or disposition of, or the accrual or receipt of interest on, the 2006 Bonds.
Faithfully yours,
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APPENDIX F
SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY
FINANCIAL GUARANTY INSURANCE POLICY
MBIA Insurance Corporation
Armonk, New York 10504
Policy No. [NUMBER]
MBIA Insurance Corporation (the "Insurer"), in consideration of the payment of the premium and subject to the
terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the
following described obligations, the full and complete payment required to be made by or on behalf of the Issuer to
[PAYING AGENT/TRUSTEE] or its successor (the "Paying Agent") of an amount equal to (i) the principal of
(either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fund payment) and
interest on, the Obligations (as that term is defined below) as such payments shall become due but shall not be so
paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or
optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity
pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and
at such times as such payments of principal would have been due had there not been any such acceleration, unless
the Insurer elects in its sole discretion, to pay in whole or in part any principal due by reason of such acceleration);
and (ii) the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final
judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner
within. the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the
preceding sentence shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean:
[PAR]
[LEGAL NAME OF ISSUE]
Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or
certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent
or any owner of an Obligation the payment of an Insured Amount for which is then due, that such required payment
has not been made, the Insurer on the due date of such payment or within one business day after receipt of notice of
such nonpayment, whichever is later, will make a deposit of funds, in an account with U.S. Bank Trust National
Association, in New York, New York, or its successor, sufficient for the payment of any such Insured Amounts
which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of
ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment
of the Insured Amounts due on the Obligations as are paid by the Insurer, and appropriate instruments to effect the
appointment of the Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of
Insured Amounts on the Obligations, such instruments being in a form satisfactory to U.S. Bank Trust National
Association, U.S. Bank Trust National Association shall disburse to such owners, or the Paying Agent payment of
the Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the payment of such
Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment
premium which may at any time be payable with respect to any Obligation.
As used herein, the term 'owner" shall mean the registered owner of any Obligation as indicated in the books
maintained by the Paying Agent, the Issuer, or any designee of the Issuer for such purpose. The term owner shall
not include the Issuer or any party whose agreement with the Issuer constitutes the underlying security for the
Obligations.
Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk,
New York 10504 and such service of process shall be valid and binding.
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This policy is non -cancellable for any reason. The premium on this policy is not refundable for any reason
including the payment prior to maturity of the Obligations.
In the event the Insurer were to become insolvent, any claims arising under a policy of financial guaranty insurance
are excluded from coverage by the California Insurance Guaranty Association, established pursuant to Article 14.2
(commencing with Section 1063) of Chapter 1 of Part 2 of Division 1 of the California Insurance Code.
IN WITNESS WHEREOF, the Insurer has caused this policy to be executed in facsimile on its behalf by its duly
authorized officers, this [DAY] day of [MONTH, YEAR].
MBIA Insurance Corporation
President
Assistant Secretary
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APPENDIX G
CONTINUING DISCLOSURE AGREEMENT
The City of Vernon and the Bank of New York Mellon Trust Company, N.A. entered into a
Continuing Disclosure Agreement relating to the 2006 B and C Bonds in the following form:
THIS CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement"), executed and
entered into as of August 1, 2008, is by and between The Bank of New York Mellon Trust Company, N.A., a
national banking association duly organized and existing under and by virtue of the laws of the United States of
America, as Trustee (the "Trustee"), and the City of Vernon, a municipal corporation and chartered city organized
and existing under and by virtue of the Constitution of the State of California and its Charter (the "City").
WITNESSETH:
WHEREAS, the Vernon Natural Gas Financing Authority (the "Authority") has issued and there remains
outstanding $103,765,000 aggregate principal amount of Vernon Natural Gas Financing Authority Variable Rate
Revenue Bonds (Vernon Gas Project), 2006 Series B (the "2006 B Bonds") and $103,730,000 aggregate principal
amount of Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds (Vernon Gas Project), 2006
Series C (the "2006 C Bonds" and together with the 2006 B Bonds, the "2006 B and C Bonds"). The 2006 B and C
Bonds were issued by the Authority on June 27, 2006 pursuant to an Indenture of Trust, as supplemented by a First
Supplemental Indenture of Trust (the "Indenture"), each dated as of June 1, 2006 and each between the Authority
and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"); and
WHEREAS, the payment of the 2006 B and C Bonds are secured in part by certain payments to be made
by the City to the Authority under a Natural Gas Purchase Agreement, dated as of June 1, 2006, between the City
and the Authority, which payments are to be made by the City from the revenues of the City's electric system; and
WHEREAS, this Disclosure Agreement is being executed and delivered by the City and, the Trustee for the
benefit of the Owners and Beneficial Owners of the 2006 B and C Bonds and in order to assist the underwriter of the
2006 B and C Bonds in complying with S.E.C. Rule 15c2-12(b)(5);
NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained,
the parties hereto agree as follows:
Section 1. Definitions. In addition to the defmitions set forth in the Indenture, which apply to any
capitalized tern used in this Disclosure Agreement unless otherwise defined in this Section, the following
capitalized terms shall have the following meanings:
"Annual Report" means any Annual Report provided by the City pursuant to, and as described in,
Sections 2 and 3 hereof.
"Disclosure Representative" means the City Clerk, the Acting City Clerk, the City Administrator of the
City, or such other officer or employee of the City as the City shall designate in writing to the Trustee from time to
time.
"Dissemination Agent" means any Dissemination Agent, including any successor Dissemination Agent,
appointed or engaged in writing by the City pursuant to Section 6 hereof and which has filed with the Trustee a
written acceptance of such designation.
"Listed Events" means any of the events listed in subsection (a) of Section 4 hereof.
"National Repository" means any Nationally Recognized Municipal Securities Information Repository for
purposes of the Rule.
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"Official Statement" means the Reoffering Memorandum, dated [August _, 2008], relating to the
remarketing of the 2006 B and C, Bonds as Fixed Rate Bonds.
"Participating Underwriter" means any original underwriter of the 2006 B and C Bonds in connection
with the Conversion of the 2006 B and C Bonds to Fixed Rate Bonds required to comply with the Rule in
connection with the remarketing of the 2006 B and C Bonds as Fixed Rate Bonds.
"Repository means each National Repository and each State Repository.
"Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as the same may be amended from time to time.
"State Repository" means any public or private repository or entity designated by the State of California
as a state repository for the purpose of the Rule and recognized by the Securities and Exchange Commission. As of
the date of this Disclosure Agreement, there is no State Repository.
Section 2. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination
Agent to, not later than 180 days following the end of each Fiscal Year of the City (which Fiscal Year ends on
June 30), commencing with the report for the 2007-08 Fiscal Year, provide to each Repository an Annual Report
which is consistent with the requirements of Section 3 hereof. The Annual Report may be submitted as a single
document or as separate documents comprising a package, and may include by reference other information as
provided in Section 3 hereof; provided that the audited financial statements of the City may be submitted separately
from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if
not available by that date. If the City's Fiscal Year changes, it shall give notice of such change in the same manner
as for a Listed Event under subsection (f) of Section 4 hereof.
(b) Not later than 15 Business Days prior to the date specified in subsection (a) of this Section for the
providing of the Annual Report to the Repositories, the City shall provide the Annual Report to the Dissemination
Agent, if any, and the Trustee (if the Trustee is not the Dissemination Agent). If by such date, the Trustee has not
received a copy of the Annual Report, the Trustee shall contact the City and the Dissemination Agent, if any, (if the
Trustee is not the Dissemination Agent) to determine if the City is in compliance with the first sentence of this
subsection (b).
(c) If the Trustee is unable to confirm that an Annual Report has been provided to Repositories by the
date required in subsection (a) of this Section, the Trustee shall send a notice to the Municipal Securities
Rulernaking Board and each State Repository, if any, in substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall: .
0) determine each year prior• to the date for providing the Annual Report the name and
address of each National Repository and each State Repository, if any; and
(ii) file a report with the City and (if the Dissemination Agent is not the Trustee) the Trustee
certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was
provided and listing all the Repositories to which it was provided.
Section 3. Content of Annual Reports. The City's Annual Report shall contain or incorporate by
reference the following:
(a) Audited financial statements of the City's Electric System including a balance sheet, a
statement of revenues, expenses and changes in retained earnings, and a staternent of cash flows relating to
the City's Light and Power Fund prepared on the accrual basis of accounting. Such financial statements
may be included as part of the City's general purpose financial statements. If the Electric System's audited
financial statements are not available by the time the Annual Report is required to be filed pursuant to
subsection (a) of Section 2 hereof, the Annual Report shall contain unaudited financial statements in a
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format similar to the financial statements contained in the Official Statement, and the audited financial
statements shall be filed in the same manner as the Annual Report when they become available.
(b) An update of the information contained in the tables with the following headings
in Appendix A to the Official Statement for the most recently ended Fiscal Year:
(i) "CITY OF VERNON ELECTRIC SYSTEM POWER SUPPLY
RESOURCES";
(ii) "CITY OF VERNON ELECTRIC SYSTEM CUSTOMERS, RETAIL SALES,
REVENUES AND DEMAND";
(iii) "AVERAGE BILLING PRICE"; and
(iv) "CITY OF VERNON ELECTRIC SYSTEM SUMMARY OF OPERATING
RESULTS".
(c) In addition to any of the information expressly required to be provided under subsections
(a) and (b) of this Section, the City shall provide such further information, if any, as may be necessary to
make the specifically required statements, in the light of the circumstances under which they are made, not
misleading.
Any or all of the items listed above may be included by specific reference to other documents, including
official statements of debt issues of the City or related public entities, which have been submitted to each of the
Repositories or the Securities and Exchange Commission. If the document included by reference is a final official
statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify
each such other document so included by reference.
Section 4. Reporting of Significant Events. (a) Pursuant to the provisions of this Section, the City
shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2006 B
and C Bonds, if material:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties.
(4) Unscheduled draws on credit enhancements reflecting financial difficulties.
(5) Substitution of credit or liquidity providers, or their failure to perform.
(6) Adverse tax opinions or events affecting the tax-exempt status of the security.
(7) Modifications to rights of the Owners of the Bonds.
(8) Contingent or unscheduled Bond calls.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the securities.
(11) Rating changes.
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(b) The Trustee shall, within one Business Day of obtaining actual knowledge of the
occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person of the
event, and request that the City promptly notify the Trustee in writing whether or not to report the event
pursuant to subsection (f) of this Section. For purposes of this subsection (b), "obtaining actual knowledge
" means receipt of actual notice of any of such Listed. Events by a responsible officer of the Trustee's
Corporate Trust Department.
(c) Whenever the City obtains knowledge of the occurrence of a Listed Event, whether
because of a notice from the Trustee pursuant to subsection (b) of this Section or otherwise, the City shall
as soon as possible determine if such event would be material under applicable Federal securities law.
(d) If the City has determined that knowledge of the occurrence of a Listed Event would be
material under applicable Federal securities law, the City shall promptly notify the Trustee in writing. Such
notice shall instruct the Trustee to report the occurrence pursuant to subsection (f) of this Section.
(e) If in response to a request under subsection (b) of this Section, the City determines that
the Listed Event would not be material under applicable Federal securities law, the City shall so notify the
Trustee in writing and instruct the Trustee not to report the occurrence pursuant to subsection (f) of this
Section.
(f) If the Trustee has been instructed by the City to report the occurrence of a Listed Event,
the Trustee shall file a notice of such occurrence with the Municipal Securities Rulemaking Board and each
State Repository. Notwithstanding the foregoing, notice of Listed Events described in paragraphs (8) and
(9) of subsection (a) of this Section need not be given under this subsection any earlier than the notice (if
any) of the underlying event is given to Owners of affected 2006 B and C Bonds pursuant to the Indenture.
Section 5. Termination of Reporting Obligation. The City's obligations under this Disclosure
Agreement shall terminate upon the legal defeasance, prior redemption.or payment in full of all of the 2006 B and C
Bonds. If such termination occurs prior to the final maturity of the 2006 B and C Bonds, the City shall give notice
of such termination in the same manner as for a Listed Event under subsection (f) of Section 4 hereof.
Section6. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement and may discharge
any such Dissemination Agent, with or without appointing a successor Dissemination Agent; provided the Trustee
shall receive written notice of such appointment, engagement and discharge at the time thereof. The Dissemination
Agent may resign by providing thirty days written notice to the City.
Section 7. Amendment: Waiver. Notwithstanding any other provision of this Disclosure
Agreement, the City and the Trustee may amend this Disclosure Agreement (and the Trustee shall agree to any
amendment so requested by the City to the extent that such amendment does not adversely affect the Trustee), and
any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of subsection (a) of Section 2 hereof,
Section 3 hereof or subsection (a) of Section 4 hereof, it may only be made in connection with a change in
circumstances that arises from a change in legal requirements, change in law, or change in the identity,
nature or status of an obligated person with respect to the 2006 B and C Bonds, or type of business
conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of
Bond Counsel, have complied with the requirements of the Rule at the time of the primary offering of the
2006 B and C Bonds, after taking into account any amendments or interpretations of the Rule, as well as
any change in circumstances; and
(c) the proposed amendment or waiver (i) is approved by Owners of the 2006 B and C Bonds
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(ii) does not, in the opinion of the Trustee or Bond Counsel, materially impair the interests of the Owners or
Beneficial Owners.
If the annual financial information or operating data to be provided in the Annual Report is amended
pursuant to the provisions hereof, the annual financial information containing the amended operating data or
financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in
the type of operating data or financial information being provided.
If an amendment is made to the undertaking specifying the accounting principles to be followed in
preparing financial statements, the annual financial information for the year in which the change is made shall
present a comparison between the financial statements or information prepared on the basis of the new accounting
principles and those prepared on the basis of the former accounting principles. The comparison shall include a
qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting
principles on the presentation of the financial information, in order to provide information to investors to enable
them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison
shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories.
Section 8. Additional Information. Nothing in this Disclosure Agreement shall be deemed to
prevent the City from disseminating any other information, using the means of dissemination set forth in this
Disclosure Agreement or any other means of communication, or including any other information in any Annual
Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement.
If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in
addition to that which is specifically required by this Disclosure Agreement, the City shall have no obligation under
this Disclosure Agreement to update such information or include it in any future Annual Report or notice of
occurrence of a Listed Event.
Section 9. Default. In the event of a failure of the City, the Trustee or the Dissemination Agent to
comply with any provision of this Disclosure Agreement, the Trustee may (and, at the written direction of any
Participating Underwriter or the Owners of at least 25% of the aggregate principal amount of the Outstanding 2006
B and C Bonds, shall with indemnification satisfactory to it), or any Owner or Beneficial Owner of the 2006 B and
C Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the City, Trustee or the Dissemination Agent, as the case may be, to comply
with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be
deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event
of any failure of the City, the Trustee or the Dissemination Agent to comply with this Disclosure Agreement shall be
an action to compel performance.
Section 10. Duties, Immunities and Liabilities of Trustee and Dissemination Agent. Article VIII
of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were
(solely for this purpose) contained in the Indenture. The Dissemination Agent shall be entitled to the protections and
limitations from liability afforded to the Trustee thereunder. Neither the Trustee nor the Dissemination Agent shall
be responsible for the form or content of any Annual Report or notice of Listed Event. The Trustee and
Dissemination Agent shall receive reasonable compensation for its services provided under this Disclosure
Agreement. The Dissemination Agent (if other than the Trustee) shall have only such duties pursuant to this
Disclosure as are specifically set forth herein, and the City agrees to indemnify and save the Dissemination Agent,
its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur
arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses
(including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the
Dissemination Agent's gross negligence or willful misconduct. The obligations of the City under this Section shall
survive resignation or removal of the Dissemination Agent and payment of the 2006 Band C Bonds. Any company
succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor to
the Dissemination Agent hereunder without the execution or filing of any paper or any further act.
Section 11. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City,
the Trustee, the Dissemination Agent, the Participating Underwriter and Owners and Beneficial Owners from time -
Deleted: OHS West:260472363.1
to time of the 2006 B and C Bonds, and shall create no rights in any other person or entity. 4t61z-1 6/1RH
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Section 12. Governine Law. This Disclosure Agreement shall be interpreted governed by and
construed for all purposes in accordance with the laws of the State for contracts executed and to be performed in the
State.
Section 13. Counterparts. This Disclosure Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same instrument.
Deleted: OHS West :260472363.1
,. � 41612-1 JRH/JRH
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OHS West:260486794.2
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first
above written.
ATTEST:
Manuela Giron,
City Clerk
APPROVED AS TO FORM:
By:
Jeff A. Harrison, City Attorney
CITY OF VERNON
By:
Leonis C. Malburg, Mayor
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., AS TRUSTEE
By:
Authorized Signatory
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41612-1 JRH/JRH
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OHS West:260486794.2
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL
REPORT
Name of Issuer: Vernon Natural Gas Financing Authority
Name of Issue: Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds (Vernon Gas
Project), 2006 Series B and Vernon Natural Gas Financing Authority Variable Rate
Revenue Bonds (Vernon Gas Project), 2006 Series C (the "2006 B and C Bonds")
Date of Issuance: June 27, 2006
NOTICE IS HEREBY GIVEN that the City of Vernon (the "City") has not provided the Bank of New
York Mellon Trust Company, N.A., as successor trustee (the "Trustee") under an Indenture of Trust, as
supplemented by a First Supplemental Indenture of Trust, each dated as of June 1, 2006, each between the Issuer
and the Trustee, an Annual Report with respect to the above -named 2006 B and C Bonds as required Section 6.09(b)
of the Natural Gas Purchase Agreement, dated as of June 1, 2006, between the City rand the Issuer. [The City
anticipates that the Annual Report will be filed by .]
Dated:
The Bank of New York Mellon Trust Company, N.A.,
as Trustee, on behalf of the City of Vernon
By:
Name:
Title:
cc: City of Vernon
Vernon Natural Gas Financing Authority
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OHS West260486794.2
Deleted: OHS West:260472363.1
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FORM BOND PURCHASE CONTRACT EXHIBIT B
Stradling Yocca Carlson & Rauth
Draft of 8112108
BOND PURCHASE AGREEMENT
Vernon Natural Gas Financing Authority
Variable Rate Revenue Bonds (Vernon Gas Project),
2006 Series B and 2006 Series C
_, 2008
Vernon Natural Gas Financing Authority
c/o City of Vernon
4305 S. Santa Fe Avenue
Vernon, California 90058
Attention: City Attorney
To the Addressee:
The undersigned, Citigroup Global Markets Inc. (the "Underwriter"), offers to enter into the
following agreement with Vernon Natural Gas Financing Authority, a joint exercise of powers agency of
the State of California (the "Authority"), relating to the purchase by the Underwriter of the Authority's (i)
$103,765,000 Variable Rate Revenue Bonds (Vernon Gas Project), 2006 Series B (the "2006B Bonds"),
and (ii) $103,730,000 Variable Rate Revenue Bonds (Vernon Gas Project), 2006 Series C (the "2006C
Bonds and, together with the 2006B Bonds, the "Bonds").
This offer is made subject to your acceptance on or before 5:00 p.m., Pacific time on the date
hereof. Upon acceptance by the Authority of this offer, this Bond Purchase Agreement will be binding
upon the Authority and the Underwriter.
Each series of Bonds was issued and is secured under and pursuant to the Indenture of Trust,
dated June 1, 2006, between the Authority and The Bank of New York Mellon Trust Company, N.A., as
trustee (the "Trustee"), as supplemented and amended by the First Supplemental Indenture of Trust, dated
as of June 1, 2006, between the Authority and the Trustee (as supplemented, the "Indenture"). Capitalized
terms used herein and not defined shall have the meanings given to such terms in the Indenture.
Each series of Bonds is insured as to the payment of principal and interest when due by a
financial guaranty policy (collectively, the `Bond Insurance Policies") issued in connection with the
original issuance of the Bonds by MBIA Insurance. Corporation (the `Bond Insurer"). The Bond Insurer
also issued a debt service reserve fund surety bond (the "Reserve Surety Bond") to satisfy the Debt
Service Reserve Requirement when the Bonds were originally issued. Concurrently with the conversion
of the Bonds to Fixed Rate Bonds, the Authority will deposit $ into the Debt Service
Reserve Fund, as described in the Reoffering Memorandum.
The Bonds were initially issued as [Variable Rate Bonds] pursuant to a Resolution adopted by the
Authority on June 7, 2006, and are being converted to Fixed Rate Bonds pursuant to a Resolution adopted
by the Authority on August _, 2008 (collectively, the "Authority Resolutions"). The Bonds shall be
issued and secured under and pursuant to the Indenture and described in the Reoffering Memorandum (as
hereinafter defined). The Authority has previously issued its Variable Rate Revenue Bonds (Vernon Gas
Project), 2006 Series A (the "Other Parity Bonds"). The Other Parity Bonds were issued under and
pursuant to the Indenture and are secured thereunder by a lien on the Trust Estate on a parity with the lien
thereon securing the Bonds.
In connection with the initial issuance of the Bonds and the Other Parity Bonds, the Authority
entered into five interest rate swap transactions with Citibank, N.A. (the "Swap Counterparty") pursuant
Revised DOCSOC/1297095v1/-
to an ISDA Master Agreement, dated as of June 27, 2006, together with a Schedule, Credit Support
Annex and five separate Confirmations thereto, each between the Authority and the Swap Counterparty
(collectively, the "Swap Agreement"). Pursuant to the terms of the Indenture, periodic net payments
required to be made by the Authority under the Swap Agreement are required to be made in the same
manner and with the same priority as interest on the Bonds and the Other Parity Bonds, and any amount
due from the Authority upon early termination of the Swap Agreement is payable from and secured by a
lien on the Trust Estate under the Indenture subordinate to the lien thereon securing the Bonds and the
Other Parity Bonds.
At the direction of the Authority, the Trustee has given notice of mandatory tender to all holders
of the Bonds in connection with the conversion of the Bonds to Fixed Rate Bonds. Proceeds from the sale
of the Bonds will be used to pay the purchase price of the Bonds being tendered. The Bonds were
originally issued to (i) finance, together with a portion of the proceeds of the sale of the Other Parity
Bonds, the purchase of a prepaid supply of natural gas (the "Gas Supply") from Citigroup Energy, Inc.
(the "Gas Seller") pursuant to the Agreement for Purchase and Sale of Natural Gas, dated as of June 27,
2006 (the "Acquisition Agreement"), between the Authority and the Gas Seller, (ii) to pay the costs of the
premium for the Reserve Surety Bond, (iii) pay the premium for the Bond Insurance Policies, and (iv) pay
the costs of issuing the Bonds. All payment obligations of the Gas Seller under the Acquisition
Agreement will be guaranteed by Citigroup Inc. (the "Guarantor") pursuant to the Guarantee, dated as of
June 27, 2006, from the Guarantor to the Authority.
All rights of the Authority under the Gas Purchase Agreement were assigned by the Authority to
the City of Vernon, California (the "City") pursuant to a Natural Gas Supply Agreement, dated as of June
1, 2006 (the "Supply Agreement"), between the Authority and the City. Pursuant to the Supply
Agreement and as consideration for such assignment, the City agreed to pay to the Authority all amounts
due in respect of the Bonds and the Other Parity Bonds, the Swap Agreement and the Acquisition
Agreement, and any other amounts due and payable by the Authority pursuant to or in connection with
the foregoing. The City's payment obligations under the Supply Agreement are absolute and
unconditional, and are payable as an operating and maintenance expense of its electric generation,
transmission and distribution system (the `Electric System").
It is understood and agreed that the Bonds are special obligations of the Authority. The Bonds are
payable by the Authority solely from, and secured solely by a pledge of, the Trust Estate pursuant to the
Indenture. The Bonds are not secured by a legal or equitable pledge of, or lien or charge upon, any
property of the Authority or any of its income or receipts except the Trust Estate, which pledge is subject
to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and
conditions set forth in the Indenture. Neither the faith and credit nor the taxing power of the State of
California (the "State"), the Authority, the City, or any other public agency is pledged to the payment of
the Bonds, and the issuance of the Bonds shall not directly, indirectly or contingently obligate the
Authority, the State or any political subdivision thereof, including the City, to levy or pledge any form of
taxation or to make any appropriation for the payment of the Bonds.
Concurrently with and as a condition to the effectiveness of this Bond Purchase Agreement, the
City is executing and delivering to the Underwriter a Letter of Representation, dated the date hereof and
in the form attached as Exhibit A hereto (the "Letter of Representation"), wherein the City will make
certain representations and undertake certain obligations as described therein.
The Bonds, the Indenture, the Acquisition Agreement, the Guarantee, the Supply Agreement, the
Swap Agreement, the Reoffering Memorandum and this Bond Purchase Agreement, are collectively
referred to herein as the "Transaction Documents".
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1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis of
the respective representations, warranties and covenants herein and in the Letter of Representation, the
Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell to the
Underwriter, (i) all (but not less than all) of the 2006B Bonds at an aggregate purchase price of
$103,765,000 (which represents 100% of the aggregate principal amount of the 2006B Bonds) (the
"2006B Purchase Price"), and (ii) all (but not less than all) of the 2006C Bonds at an aggregate purchase
price of $103,730,000 (which represents 100% of the aggregate principal amount of the 2006C Bonds)
(the "2006C Purchase Price" and, together with the 2006B Purchase Price, the "Purchase Price"). The
Authority shall also pay the Underwriter a fee of $ in connection with the sale of the
2006 B and C Bonds.
The Bonds shall mature and subject to mandatory sinking fund redemption as set forth on
Schedule I attached hereto and may be optionally redeemed prior to maturity as described in the
Indenture.
2. Public Offering of the Bonds. The Underwriter intends to make an initial bona fide
public offering of the Bonds an offering price of 100% of the principal amount thereof.
3. Approval of Reoffering Memorandum and Other Documents. The Authority ratifies
and consents to the use by the Underwriter of the Preliminary Reoffering Memorandum, dated August _,
2008 (the "Preliminary Reoffering Memorandum") in connection with the proposed offering of the
Bonds.As soon as practicable, and in any event not later than the earlier of (i) the seventh business day
following the date hereof and (ii) the Closing Date, the Authority shall deliver to the Underwriter, in
sufficient quantity to enable the Underwriter to comply with all applicable rules of the Securities and
Exchange Commission and the Municipal Securities Rulemaking Board, an Reoffering Memorandum of
the Authority relating to the Bonds in the form of the Preliminary Reoffering Memorandum as amended
to conform to the terms of this Purchase Contract and to reflect the reoffering terms of the Bonds and with
such other changes as shall have been consented to by the Authority and the Underwriters (the
"Reoffering Memorandum"). The Authority approves the Reoffering Memorandum and consents to the
use of the Reoffering Memorandum by the Underwriter in connection with the sale of the Bonds (subject
to the right of the Authority to withdraw such consent for cause by written notice to the Underwriter in
accordance with the terms of this Bond Purchase Agreement).
4. Representations, Warranties and Covenants of the Authority. The ..Authority
represents and warrants to, and covenants with, the Underwriter that:
(a) The Authority is a joint exercise of powers agency of the State, organized under
the Joint Exercise of Powers Act, Section 6500 et seq. of the California Government Code (the "Act")
and was formed pursuant to that certain Joint Exercise of Powers Agreement (the "Joint Powers
Agreement"), dated as of April 1, 2006, by and between the City and the Redevelopment Agency of the
City of Vernon (the "Redevelopment Agency"), and the Joint Powers Agreement has not been amended
nor is the Authority in default under or in violation of any of the provisions contained therein, in the Act
or in any other law of the State applicable to it.
(b) Under the provisions of the Act and the Joint Powers Agreement, the Authority
has the power (i) to issue the Bonds for the purposes described in the Indenture, (ii) to execute and deliver
the Transaction Documents to which it is a party (the "Authority Documents") and (iii) to carry out and
consummate all transactions contemplated on the part of the Authority by each of the Authority
Documents.
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(c) The information contained in the Reoffering Memorandum (other than the
information contained therein under the captions "BOOK -ENTRY ONLY SYSTEM," "ACQUISITION
OF GAS SUPPLY - Guarantee of Payment Obligations of the Gas Supplier - Certain Information
Regarding the Guarantor", and `BOND INSURANCE" and in Appendix F thereto as to which no
representation is made), is, as of its date, and will be as of the Closing Date, true and correct in all
material respects and does not, as of its date, and will not, as of the Closing Date, contain any untrue
statement of a material fact or omit any material fact required to be stated therein or necessary to make
the statements made therein, in the light of the circumstances under which they were made, not
misleading.
(d) The Authority will not take or omit to take any action that will in any way cause
or result in the proceeds of the sale of the Bonds being applied in a manner other than as provided in the
Transaction Documents or as described herein or in the Reoffering Memorandum.
(e) The Authority has duly authorized and approved the execution and delivery of
this Bond Purchase Agreement.
(0 The Authority has or will have, prior to the Closing, authorized all necessary
action to be taken by it for: (i) the conversion of the Bonds to Fixed Rate Bonds in accordance with the
Indenture; (ii) the issuance and sale of the Bonds and the use of the net proceeds of the Bonds for the
purposes set forth herein and in the Reoffering Memorandum; (iii) the approval, execution, delivery and
performance by the Authority of the Authority Documents and to carry out, give effect to and
consummate the transactions contemplated on the part of the Authority herein and in the Reoffering
Memorandum; and (iv) the acceptance of the Letter of Representation.
(g) This Bond Purchase Agreement is, and when the other Authority Documents are
executed and delivered, such other Authority Documents will be, the legal, valid and binding obligations
of the Authority, enforceable in accordance with their respective terms, subject to any applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors'
rights generally from time to time in effect and to the availability of equitable remedies.
(h) Except as may be set forth in the Reoffering Memorandum, 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 or, to the knowledge of the Authority, threatened against or affecting the Authority or any
of its property (and, to the knowledge of the Authority, there is no meritorious basis therefor) wherein an
unfavorable decision, ruling or finding would adversely affect (i) the transactions contemplated herein or
in the other Transaction Documents or (ii) the validity or enforceability of the Authority Documents or
any other agreement or instrument by which the Authority is a party and which is used or contemplated
for use in the consummation of the transactions contemplated on the part of the Authority herein or in the
other Transaction Documents.
(i) Each series of Bonds, when issued, delivered and paid for as provided herein and
in the Indenture will have been duly authorized and issued and will constitute valid and binding
obligations of the Authority enforceable in accordance with their respective terms and entitled to the
benefits and security of the Indenture (subject to any applicable bankruptcy, reorganization, insolvency,
moratorium or other similar law affecting the enforcement of creditors' rights generally,, and further
subject to the availability of equitable remedies).
0) As of the date of this Bond Purchase Agreement, the Authority has not issued or
sold any Bonds, notes or other obligations for borrowed money with a lien on the Trust Estate prior to or
on ,a parity with the lien thereon created for the benefit of the Bonds, except for the Other Parity Bonds
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Revised DOCSOC/1297095vl/-
[and the Swap Agreement], and except for the lien and pledge created under the Indenture, the Authority
has not otherwise pledged or encumbered the Trust Estate.
(k) The Authority has not entered into any material transaction or incurred any
material liability other than in the ordinary course of business or as set forth in or contemplated by the
Reoffering Memorandum. The execution and delivery by the Authority of the Authority Documents and
the pledge of the Trust Estate under the Indenture do not and will not conflict with or constitute on the
part of the Authority a breach of or a default under (i) any existing law (including specifically the Act),
court or administrative regulation, decree, order, agreement, indenture, mortgage or lease by which the
Authority is or may be bound, or (ii) the Joint Powers Agreement.
(1) No default, event of default or event that, with notice or lapse of time, or both,
would constitute a default or an event of default under any Authority Document or any other material
agreement or material instrument to which the Authority is a party or by which it is or may be bound, or
to which any of its property is or may be subject, has occurred and is continuing.
(m) Any certificate signed by an authorized officer of the Authority and delivered to
the Underwriter shall be deemed a representation and warranty by the Authority to the The Authority
agrees to cooperate with the Underwriter and its counsel in any endeavor to qualify the Bonds for offering
and sale under the securities or "blue sky" laws of such jurisdictions of the United States as the
Underwriter may request; provided, however, that the Authority shall not be required with respect to the
offer or sale of the Bonds to file written consent to suit or to file written consent to service of process in
any jurisdiction. The Authority consents to the use by the Underwriter of the Preliminary Reoffering
Memorandum prior to the availability of the Reoffering Memorandum in obtaining such qualification,
subject to the right of the Authority to withdraw such consent for cause by written notice to the
Underwriter. By delivering to the Underwriter executed copies of the Reoffering Memorandum, the
Authority shall be deemed to have reaffirmed the representations, warranties and covenants set forth
above with respect to the Reoffering Memorandum.
(n) The Authority has not previously been in default and is not currently in default
with respect to any undertaking entered into under Rule 15c2-12.
(o) All consents, approvals, authorizations and orders of governmental or regulatory
authorities which are required for the consummation by the Authority of the transactions contemplated on
the part of the Authority by the Transaction Documents have been obtained.
(p) To the best of the Authority's knowledge, the Securities and Exchange
Commission has not issued, and is not threatening to issue, any order preventing or suspending the use of
the Preliminary Reoffering Memorandum or the Reoffering Memorandum.
5. Closing. At 8:00 a.m. Pacific time, on August _, 2008, or at such other time or on such
other date as shall have been mutually agreed upon in writing by the Authority and the Underwriter (the
"Closing Date"), the Authority will deliver, or cause to be delivered, to or for the account of the
Underwriter, the Bonds in definitive form duly executed by the Authority and authenticated by the
Trustee, together with the other documents hereinafter mentioned in Section 7, and the Underwriter will
accept such delivery and pay the Purchase Price of the Bonds.
[[The Authority will deliver the Bonds for the account of the Underwriter as hereinafter provided
against payment of the Purchase Price in immediately available funds at the offices of the Trustee in Los
Angeles, California. Such payment and delivery is herein called the "Closing." The Authority -will direct
the Trustee to deposit any and all of the Bonds, registered in the name of Cede & Co., in safekeeping with
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Revised DOCSOC/1297095v1/-
or for the benefit of The Depository Trust Corporation, New York, New York ("DTC"), subject to release
by the Trustee upon completion of the Closing, all in accordance with the "book -entry only" system
authorized under the Indenture and summarized in the Reoffering Memorandum.]]
6. Termination of Bond Purchase Agreement. The Underwriter shall have the right to
cancel its obligation to purchase the Bonds if, between the date hereof and the Closing Date:
(a) legislation shall be enacted, or actively considered for enactment by the
Congress, with an effective date prior to the Closing Date, or a decision by a court of the United States
shall be rendered, or a ruling or regulation by the Securities and Exchange Commission or other
governmental agency having jurisdiction of the subject matter shall be made, the effect of which is that (i)
the Bonds are not exempt from the registration, qualification or other requirements of the Securities Act
of 1933, as amended and as then in effect (the "1933 Act"), or the Securities Exchange Act of 1934, as
amended 'and as then in effect (the "1934 Act"), or (ii) the Indenture is not exempt from the registration,
qualification or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect
(the "TIA"); or
(b) a stop order, ruling or regulation by the Securities and Exchange Commission
shall be issued or made, the effect of which is that the issuance, offering or sale of the Bonds, as
contemplated herein or in the Reoffering Memorandum, is in violation of any provision of the 1933 Act,
the 1934 Act, or the TIA; or
(c) there shall occur any event which in the reasonable judgment of the Underwriter
either (i) makes untrue or incorrect in any material respect any statement or information contained in the
Reoffering Memorandum (other than any statement or information provided by the Underwriter) or (ii) is
not reflected in the Reoffering Memorandum but should be reflected therein in order to make the
statements and information contained therein not misleading in any material respect and, in either such
event, the Authority refuses to permit the Reoffering Memorandum to. be supplemented to correct or
supply such statement or information, or the effect of the Reoffering Memorandum as so corrected or
supplemented is, in the reasonable judgment of the Underwriter, to materially adversely affect the market
for,the Bonds or the sale, at the contemplated offering price or prices (or yield or yields), by the
Underwriter of the Bonds; or
(d) legislation shall be enacted by the Congress of the United States, or be introduced
for enactment by any committee of the Congress, or recommended to the Congress for passage by the
President of the United States, or favorably reported for passage to either House of the Congress by a
committee of such House to which such legislation has been referred for consideration, a decision shall be
rendered by a court of the United States or by the United States Tax Court, or a ruling or regulation shall
be made or proposed to be made by or on behalf of the Treasury Department of the United States, the
Internal Revenue Service or other governmental agency, in any case with respect to federal taxation upon
(i) revenues or other income of the general character to,be derived by the Authority or by any similar
body, or (ii) interest on the Bonds or similar obligations that, in the reasonable opinion of the
Underwriter, materially and adversely affects the market price of the Bonds or the market price generally
of obligations of the general character of the Bonds; or
(e) there shall occur any outbreak or escalation of hostilities, declaration by the
United States of a national emergency or war or other calamity or crisis the effect of which on financial
markets is such as to make it, in the sole judgment of the Underwriter, impractical or inadvisable to
proceed with the offering or delivery of the Bonds as contemplated by the Reoffering Memorandum
(exclusive of any amendment or supplement thereto); or
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(fl a general suspension of trading on the New York Stock Exchange is in force, the
effect of which on the financial markets of the United States is, in the reasonable judgment of the
Underwriter, to materially adversely affect the market for the Bonds or the sale, at the contemplated
offering price or prices (or yield or yields), by the Underwriter of the Bonds; or
(g) a general banking moratorium is declared by federal, California or New York
authorities, the effect of which on the financial markets of the United States is, in the reasonable judgment
of the Underwriter, to materially adversely affect the market for the Bonds or the sale, at the contemplated
offering price or prices (or yield or yields), by the Underwriter of the Bonds; or
(h) the Reoffering Memorandum is not executed, approved and delivered in
accordance with Section 4 above.
7. Conditions to the Underwriter's Obligations. In addition to such other conditions as
are set forth herein, the Underwriter's obligations under this Bond Purchase Agreement to purchase the
Bonds shall be subject to the receipt from Macias Gini & Company LLP, independent accountants,
simultaneously with the execution of this Bond Purchase Agreement, of a letter, dated the date hereof,
and addressed to the Authority, consenting to the use of its report on the financial statements of the City
included in the Reoffering Memorandum and to the references in the Reoffering Memorandum under the
heading "GENERAL PURPOSE FINANCIAL STATEMENTS" and in Appendix B to the Reoffering
Memorandum. The obligations of the Underwriter hereunder shall also be subject to the performance by
the Authority of its respective obligations to be performed hereunder at and prior to the Closing, to the
accuracy in all material respects, in the reasonable judgment of the Underwriter, of the representations
and warranties of the Authority herein and of the City in the Letter of Representation as of the date hereof
and as of the time of the Closing and, in the reasonable discretion of the Underwriter, to the following
conditions, including the delivery by the Authority of such documents as are enumerated herein in form
and substance reasonably satisfactory to Stradling Yocca Carlson & Rauth, a Professional Corporation,
counsel to the Underwriter:
(a) At the time of the Closing (i) each of the Transaction Documents shall be in full
force and effect in the form approved by the respective parties thereto and none of the foregoing
documents shall have been amended, modified or supplemented from the forms of such documents as of
the date hereof, except as contemplated by the Reoffering Memorandum or as may have been approved in
writing by the Underwriter, the Closing in all events, however, to be deemed such approval, (ii) the net
proceeds of the sale of the Bonds shall be deposited and applied as described in the Reoffering
Memorandum, (iii) the Authority shall have adopted, by all necessary action, the Authority Resolutions
and any additional resolution or similar approval which, in the opinion of Bond Counsel, may be
necessary in connection with the transactions contemplated herein and in the Reoffering Memorandum;
and (iv) the Bond Insurance Policies and the Reserve Surety Bond shall be in full force and effect.
(b) At the Closing, the Authority shall deliver the Bonds as provided in this Bond
Purchase Agreement.
(c) At or prior to the Closing, the Underwriter shall receive the following documents
in such number of counterparts as shall be mutually agreeable to the Underwriter and the Authority:
(1) The Letter of Representation, duly executed by the City, and accepted by
the Underwriter and the Authority;
(2) The Transaction Documents, each duly executed by the parties thereto;
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(3) An unqualified approving opinion of Orrick, Herrington & Sutcliffe
LLP, Bond Counsel, dated the Closing Date and addressed to (or with a letter permitting
reliance on such opinion by) the Authority, and the Underwriter, in substantially the form
attached as Appendix E to the Reoffering Memorandum;
(4) A supplemental opinion of Bond Counsel, dated the Closing Date,
addressed to (or with a letter permitting reliance on such opinion by) the Underwriter, in
form and substance satisfactory to the Underwriter, addressing, among other matters
compliance with the requirements of the Indenture relating to the conversion of the
Bonds to Fixed Rate Bonds
(5) An opinion of Bond Counsel to the effect that no facts came to the
attention of the attorneys in the firm rendering legal services in connection with the
execution and delivery of the Bonds which caused such attorneys to believe that the
Reoffering Memorandum as of its date and as of the Closing Date (except for any CUSIP
numbers, financial, accounting, statistical or economic or engineering or demographic
data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or
expressions of opinion, any management discussion and analysis, or any information
about book -entry, DTC, the Bond Insurer, the Bond Insurance Policies, the Reserve
Surety Bond, and the information contained in Appendices B and F included or referred
to therein, which are expressly excluded from the scope of such opinion and as to which
no opinion or view need be expressed) contained or contains any untrue statement of a
material fact or omitted or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading;
(6) Opinions of Orrick, Herrington & Sutcliffe LLP [[and Latham &
Watkins LLP]], each as counsel to the Authority, dated the Closing Date, addressed to the
Underwriter, in form and substance satisfactory to the Underwriter;
(7) Opinions of Eric T. Fresch, City Attorney, and Karns & Karabian, as
counsel to the City, each dated the Closing Date, addressed to the Underwriter, in form
and substance satisfactory to the Underwriter;
(8) An opinion of counsel to the Bond Insurer, dated the Closing Date,
addressed to the Authority, the City, the Trustee and the Underwriter, as to the
enforceability of the Bond Insurance Policies and the Reserve Surety Bond against the
Bond Insurer, in form and substance satisfactory to the Underwriter;
(9) A Certificate of the City, dated the Closing Date and signed by a duly
authorized officer of the City, to the effect that the representations and warranties of the
City set forth in the Letter of Representation are true and correct as of the Closing Date,
and covering such other matters as the Underwriter and its counsel may reasonably
request;
(10) A certificate of the Authority, dated the Closing Date and signed by a
duly authorized officer of the Authority, to the effect that the representations of Authority
contained in this Bond Purchase Agreement are true and correct as of the Closing Date,
and covering such other matters as the Underwriter and its counsel may reasonably
request;
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(11) [[Such opinions, certificates, documents or other instruments as are
required to be delivered by any party or its counsel at or prior to the Closing under the
terms of the Swap Agreement and the Acquisition Agreement, which shall in each case
be in form and substance satisfactory to the Underwriter]];
(12) A non -arbitrage certificate of the Authority in form and substance
satisfactory to the Underwriter;
(13) The Reoffering Memorandum executed on behalf of the Authority by a
duly authorized officer thereof,
(14) Certified copies of the Authority Resolution and any other resolution or
similar approval of the Authority authorizing the issuance, sale, execution and delivery of
the Bonds and authorizing or approving, the execution, delivery and performance of the
Authority Documents and authorizing the use of the Preliminary Reoffering
Memorandum and the Reoffering Memorandum by the Underwriter in connection with
the offering and sale of the Bonds;
(15) Incumbency certificates of the Authority and the City with respect to
those officers executing the Transaction Documents to which each is a party;
(16) A certified copy of the Joint Powers Agreement, together with certified
copies of each resolution or other action taken by the City and the Redevelopment
Agency authorizing or approving the same;
(17) Evidence that each of Moody's and S&P shall have issued ratings for the
Bonds of " " and " ", respectively;
(18) An officer's certificate of the Trustee setting forth the names and
specimen signatures of the officers of the Trustee executing the Indenture, and covering
such other matters as the Underwriter and its counsel may reasonably request;
(19) A certificate of an authorized officer of the Bond Insurer certifying the
correctness of the information in the Reoffering Memorandum relating to the Bond
Insurer
(20) Specimen copies of the Bond Insurance Policies;
(21) Such additional legal opinions, certificates, proceedings, instruments
and other documents as Counsel to the Underwriter or Bond Counsel may reasonably
request to evidence compliance by the Authority with legal requirements, the truth and
accuracy, as of the time of the Closing, of the representations and warranties of the
Authorityand the City contained herein and in the Letter of Representation, respectively,
and the due performance or satisfaction by the Authority at or prior to such time of all
agreements then to be performed and all conditions then to be satisfied by the Authority.
If the Authority shall be unable to satisfy the conditions to the obligations of the Underwriter
contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to purchase and
accept delivery of the Bonds shall be terminated for any reason permitted by this Bond Purchase
Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the Authority
9
Revised DOCSOC/1297095vl/-
shall be under further obligation hereunder; except that the obligation of the Authority to pay expenses, as
provided in Section 9 hereof, shall continue in full force and effect.
8. Survival of Representations, Warranties, Agreements, and Obligations. Each
respective representation, warranty and agreement of either the Authority or the Underwriter shall remain
operative and in full force and effect, regardless of any investigations made by or on behalf of the
Underwriter or the Authority and shall survive the Closing. The obligations of the Authority under
Section 9 hereof shall survive any termination of this Bond Purchase Agreement by the Underwriter
pursuant to its terms.
9. Expenses. Whether or not the transactions contemplated or described in this Bond
Purchase Agreement shall close, the Authority shall pay, to the extent not paid out of the proceeds of the
Bonds, any expenses incident to the performance of its obligations hereunder including but not limited to:
(i) the cost of the preparation and printing of 'the Transaction Documents; (ii) the cost of the preparation
and printing of the Preliminary Reoffering Memorandum and the Reoffering Memorandum, together with
a reasonable number of copies thereof and expenses incurred on behalf of the Authority's employees that
are incidental to implementing this Bond Purchase Agreement, including, but not limited to, meals,
transportation, lodging, and entertainment of those employees; (iii) the cost of the preparation and
printing of the definitive Bonds; (iv) the fees and disbursements of Bond Counsel, counsel to the
Underwriter, counsel to the Authority, the Authority's accountants and of any other experts or consultants
retained by the Authority, including the charges of each Rating Agency; (v) the cost of clearing and
delivery of the Bonds; (vi) the fees and expenses of the Trustee; and (vii) the costs of preparation of the
better of Representation.
10. Miscellaneous. Any notice or other communication to be given to the Authority under
this Bond Purchase Agreement shall be deemed given when delivered in person to the address set forth
above, or when mailed by certified mail, postage prepaid, and addressed to the address set forth above,
and any notice or other communication to be given to the Underwriter under this Bond Purchase
Agreement shall be deemed given when delivered in person to the address set forth below, or when
mailed by certified mail, postage prepaid, and addressed as follows:
Citigroup Global Markets Inc.
One Sansome Street, 28th Floor
San Francisco, California 94104
Attention: Alex Burnett, Managing Director
This Bond Purchase Agreement is made solely for the benefit of the Authority, the Underwriter
and the City (including their successors or permitted assigns) and no other person, including any
purchaser of the Bonds, shall acquire or have any right hereunder or by virtue hereof.
This Bond Purchase Agreement shall be governed by and construed in accordance with the laws
of the State of California.
The captions in this Bond Purchase Agreement are for convenience of reference only and shall
not define or limit any of the terms or provisions hereof.
(Signatures appear on the next page)
10
Revised DOCSOC/1297095v1/-
This Bond Purchase Agreement shall become effective upon your mutual acceptance hereof.
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By:
Name:
Title:
Accepted and agreed to as of
the date first above written:
VERNON NATURAL GAS FINANCING AUTHORITY
Manuela Giron
Executive Director
11
Revised DOCSOC/1297095vl/-
SCHEDULE 1
$103,765,000
VERNON NATURAL GAS FINANCING AUTHORITY
(CALIFORNIA)
Variable Rate Revenue Bonds (Vernon Gas Project), 2006 Series B
$33,545,0000 Serial Bonds
Maturity
Principal Interest
(August 1)
Amount Rate Yield
2009
$6,180,000 % %
2010
6,430,000
2011
6,640,000
2012
7,020,000
2013
7,275,000
$70,220,000 _% Term Bond due August 1, 2021 Price _%
$103,730,000
VERNON NATURAL GAS FINANCING AUTHORITY
(CALIFORNIA)
Variable Rate Revenue Bonds (Vernon Gas Project), 2006 Series C
$33,525,0000 Serial Bonds
Maturity
August 1)
Principal Interest
Amount Rate Yield
2009
$6,180,000 % %
2010
6,425,000
2011
6,635,000
2012
7,015,000
2013
7,270,000
$70,205,000 _% Term Bond due August 1, 2021 Price _%
S-1
Revised DOCSOC/1297095vl/-
APPENDIX A
FORM OF LETTER OF REPRESENTATION
August _, 2008
Vernon Natural Gas Financing Authority
c/o City of Vernon
4305 S. Santa Fe Avenue
Vernon, California 90058
Citigroup Global Markets Inc.
One Sansome Street, 28th Floor
San Francisco, California 94104
Ladies and Gentlemen:
The City of Vernon, California (the "City") delivers this Letter of Representation in order
to induce Citigroup Global Markets Inc., as underwriter (the "Underwriter"), and Vernon Natural
Gas Financing Authority (the "Authority") to enter into a Bond Purchase Agreement, dated the
date hereof (the "Bond Purchase Agreement"), relating to the purchase by the Underwriter from
the Authority of $103,765,000 aggregate principal amount of Vernon Natural Gas Financing
Authority Revenue Bonds (Vernon Gas Project), 2006 Series B (the "2006 Series B Bonds") and
$103,730,000 aggregate principal amount of Vernon Natural Gas Financing Authority Revenue
Bonds (Vernon Gas Project), 2006 Series C (the "2006 Series C Bonds" and, together with the
2006 Series B Bonds, the "Bonds").
The Bonds were issued and are secured under and pursuant to the Indenture of Trust,
dated June 1, 2006, between the Authority and The Bank of New York Mellon Trust Company,
N.A., as trustee (the "Trustee"), as supplemented and amended by the First Supplemental
Indenture of Trust, dated as of June 1, 2006, between the Authority and the Trustee (as
supplemented, the "Indenture"). Capitalized terms used herein and not otherwise defined shall
have the meanings given to such terms in the Bond Purchase Agreement or the Indenture, as
applicable.
At the direction of the Authority, the Trustee has given notice of mandatory tender to all
holders of the Bonds. Proceeds from the sale of the Bonds will be used to pay the purchase price
of the Bonds being tendered. The proceeds of the initial issuance of the Bonds were used,
pursuant to the terms of the Indenture, to (i) finance a portion of the cost of purchasing a fifteen -
year, prepaid supply of natural gas from Citigroup Energy, Inc. (the "Gas Seller") pursuant to an
Agreement for Purchase and Sale of Natural Gas, dated as of June 27, 2006, between the
Authority and the Gas Seller (the "Acquisition Agreement"), (ii) to pay the costs of the premium
for the Reserve Surety Bond, (iii) paying the premium for the Bond Insurance Policy obtained in
connection with the initial issuance of the Bonds and (iv) paying the costs of issuing the Bonds.
l . Representations and Warranties. In consideration of the execution and delivery of
the Bond Purchase Agreement, the City represents, warrants and covenants to and with the
Underwriter and the Authority that:
(a) The City is a municipal corporation and a chartered city duly organized
and existing under and by virtue of the Constitution and laws of the State of California (the
Appendix A — Page 1
Revised DOCSOC/1297095v1/-
"State"), and has all power and authority necessary to carry on the public utility business in which
it is engaged and to own and operate the Electric System and any other properties used by it in
such business.
(b) The information with respect to the City and its Electric System
contained in the Reoffering Memorandum is, as of the date hereof, and will be, as of the Closing
Date, true and correct in all material respects, and such information does not, as of the date
hereof, and will not, as of the Closing Date, contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements
made therein, in the light of the circumstances under which they were made, not misleading. The
City hereby consents to the use by the Underwriter of the Preliminary Reoffering Memorandum
and the Reoffering Memorandum in connection with the issuance and sale of the Bonds.
(c) The financial statements of the City contained or. incorporated by
reference in the Reoffering Memorandum present fairly, in all material respects, the financial
position of the City and the Electric System as of the dates indicated and the results of its
operations for the periods specified; ' and, except as otherwise stated in the Reoffering
Memorandum, said financial statements have been prepared in conformity with accounting
principles generally accepted in the United States applied on a consistent basis during the periods
involved.
(d) Between the date of the Preliminary Reoffering Memorandum and up to
the date hereof, the City will not, without the prior written consent of the Underwriter, take any
action, which would cause any adverse change of a material nature in the business, affairs,
financial position, results of operations or condition, financial or otherwise, of the City or the
Electric System. There has not been any material adverse change in the business, properties or
financial condition of the City or the Electric System from that set forth in or contemplated by the
Reoffering Memorandum.
(e) The City has not entered into any material transaction or incurred any
material liability in connection with the Electric System or payable from Electric Revenues
otherwise than in the ordinary course of business or as set forth in or contemplated by the
Reoffering Memorandum.
(f) This Letter of Representation and the Supply Agreement relating to the
Bonds (collectively, the "City Documents"), have each been duly authorized, executed and
delivered by the City, and assuming due authorization, execution and delivery thereof by the
other parties thereto, are legal, valid and binding obligations of the City enforceable in
accordance with their respective terms subject to any applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally
from time to time in effect and to the availability of equitable remedies.
(g) The execution and delivery by the City of this Letter of Representation
and the other City Documents, the consummation of the transactions contemplated herein and
therein and the fulfillment of the terms hereof and thereof, do not and will not result in a breach
of any of the terms and provisions of, or constitute a default under (i) any existing law, court or
administrative regulation, decree, order, agreement, indenture, mortgage or lease by which the
City is or may be bound, including the Indenture of Trust, dated as of December 1, 2004, as
amended, between the City and the Bank of New York Trust Company, N.A., relating to the
Electric System (the "Electric System Indenture"), or (ii) the City's charter, by-laws or other
documents or instruments pursuant to the City was organized.
Appendix A — Page 2
Revised DOCSOC/1297095v1/-
(h) To the best of the City's knowledge, the Securities and Exchange
Commission has not issued, and is not threatening to issue, any order preventing or suspending
the use of the Preliminary Reoffering Memorandum or Reoffering Memorandum.
(i) Except as may be set forth in the Reoffering Memorandum, 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 or, to the knowledge of the City, threatened against or
affecting the City or the Electric System (and, to the knowledge of the City, there is no
meritorious basis therefor) wherein an unfavorable decision, ruling or finding would adversely
affect (i) the transactions contemplated herein or in the Reoffering Memorandum, the Bond
Purchase Agreement or the Supply Agreement or (ii) the validity or enforceability of this Letter
of Representation or any other City Document, the Bonds, the Indenture, the Acquisition
Agreement or any other agreement or instrument to which the City is a party or which is used or
contemplated for use in the consummation of the transactions contemplated herein or in the
Reoffering Memorandum or the Indenture.
0) The City acknowledges the terms of the Bond Purchase Agreement as
they relate to it, and as consideration for the issuance of the Bonds by the Authority, the City
agrees to pay to the fees, costs and expenses required to be paid by the Authority pursuant to
Section 9 of the Bond Purchase Agreement (subject to the terms and conditions set forth therein).
(k) No default, event of default or event that, with notice or lapse of time, or
both, would constitute a default or an event of default under the Supply Agreement or any other
City Document has occurred and is continuing. The City has good and marketable fee simple title
to or a good and valid leasehold or similar interest in all real property and good and marketable
title to all other property comprising the Electric System.
(1) The City (i) has all necessary licenses and permits required to carry on
and operate all of the facilities, equipment and other property comprising the Electric System, and
(ii) has not received any notice of an alleged violation and, to the best knowledge of the City, the
City is not in violation of any zoning, land use or other similar law or regulation applicable to any
of its property comprising the Electric System that would materially adversely affect its
operations or financial condition.
(m) The City will not take or omit to take any action that will in any way
cause or result in the proceeds of the sale of the Bonds being applied in a manner other than as
provided in the Indenture or as described herein or in the Reoffering Memorandum.
(n) Any certificate signed by an authorized officer of the City and delivered
to the Underwriter shall be deemed a representation and warranty by the City to the Underwriter
as to the statements made therein.
(o) The City has not previously been in default and is not currently in default
with respect to any undertaking entered into under Securities and Exchange Commission Rule
15c2-12.
(p) All consents, approvals, authorizations and orders of governmental or
regulatory authorities which are required for the consummation by the City of the transactions
contemplated on the part of the City by the Indenture, the Reoffering Memorandum and the Bond
Purchase Agreement.
Appendix A — Page 3
Revised DOCSOC/1297095v1/-
(q) All payments to be made by the City under the Supply Agreement
constitute Operating and Maintenance Expenses (as defined in the Electric System Indenture) of
the Electric System.
2. Covenants and Agreements. The City covenants and agrees with the Authority
and the Underwriter that:
(a) During such period (not to exceed 90 days after the Closing Date) as the
Underwriter believes delivery of the Reoffering Memorandum is necessary or desirable in
connection with the sales of the Bonds by the Underwriter or dealers, if any, the City will advise
the Underwriter promptly of any proposal to amend or supplement the Reoffering Memorandum,
insofar as it shall be known to the City, and agrees not to effect any such amendment or
supplementation of the Reoffering Memorandum which is unsatisfactory in form and substance to
the Underwriter and its counsel; the City will also advise the Underwriter promptly of the
institution of any proceedings by the Securities and Exchange Commission or any other action or
event of which the City is aware and which'may affect the use of the Reoffering Memorandum in
connection with the sale and distribution of the Bonds.
(b) If, at any time prior to the completion of the sale of the Bonds by the
Underwriter when, in the judgment of the Underwriter or its counsel, it is necessary or desirable
to deliver an Reoffering Memorandum in connection with sales of the Bonds, an event occurs as a
result of which in the opinion of Underwriter or its counsel, the Reoffering Memorandum as then
amended or supplemented would include an untrue statement of a material fact or omit to state
any material fact necessary to make the statements made therein, in the light of the circumstances
under which they were made, not misleading, the City will prepare promptly an amendment or
supplement which will correct such statement or omission; provided that any such amendment or
supplement which is requested by the Underwriter more than 90 days after the Closing Date shall
be prepared at the Underwriter's expense.
(c) The City will assist, if necessary therefor, in the qualification of the
Bonds for sale and the determination of their eligibility for investment under the laws of such
jurisdictions as the Underwriter shall designate and will assist, if necessary therefor, in the
continuance of such qualifications in effect so long as required for the distribution of the Bonds;
provided, however, that the City shall not be required to qualify as a foreign corporation or to file
any consents to service of process under the laws of any state or to comply with any other
requirements in any jurisdiction where it is not now so qualified.
(d) The City will not take or omit to take any action which will in any way
cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in
the Indenture and described in the Reoffering Memorandum.
Appendix A — Page 4
Revised DOCSOC/1297095v1/-
3. Representations of the Authg t . The acceptance and confirmation of this Letter
of Representation by the Authority shall constitute a representation and warranty by the Authority
to the City and the Underwriter that the representations and warranties contained in Section 4 of
the Bond Purchase Agreement are' true as of the date hereof and will be true in all material
respects as of the Closing Date.
4. Delivery of Opinions, Certificates, Etc. The City will deliver or cause to be
delivered all opinions, certificates and other documents required to be delivered by it Bond
Purchase Agreement.
5. Continuing Effect. The representations and warranties of the City contained
herein, or in the certificates of officers of the City submitted to the Underwriter pursuant to the
Bond Purchase Agreement, and the agreements of the City and the Underwriter contained therein
shall remain operative and in full force and effect regardless of any investigation made by or on
behalf of the Authority or any of its officials or employees, the Underwriter or controlling person
thereof, or the City or any of its directors or officers or controlling persons, and shall survive the
delivery of the Bonds to the Underwriter. The City's agreement contained in Section 10) hereof
to pay expenses shall survive the termination of the Bond Purchase Agreement and this Letter of
Representation.
6. Miscellaneous.
(a) This Letter of Representation is made solely for the benefit of the
Authority and the Underwriter, and their respective successors and assigns, and no other person,
partnership, association or corporation shall acquire or have any right under or by virtue hereof.
The terms "successors" and "assigns" shall not include any purchaser of Bonds from the
Underwriter merely because of such purchase.
(b) The execution and delivery of this Letter of Representation by the City
shall constitute the City's approval of and consent to the Authority's entering into, acceptance
and execution of the Bond Purchase Agreement and performance thereunder.
(c) This Letter of Representation shall be governed by and construed in
accordance with the laws of the State of California.
(d) Any notice or other communication to be given to the City under this
Letter of Representation may be given by delivering the same in writing to the City of Vernon,
4305 S. Santa Fe Avenue, Vernon, California 90058, Attention: City Attorney. Any notice or
other communication to be given to the Authority or the Underwriter may be given by delivering
the same in writing at the address set forth in the Bond Purchase Agreement. The City, the
Authority and the Underwriter shall each be fully entitled to rely upon notice given pursuant to
this Section and to act thereon.
(e) This Letter of Representation shall become effective upon execution
thereof and the effectiveness of the Bond Purchase Agreement referred to herein. It shall
terminate upon termination of the Bond Purchase Agreement.
(f) This Letter of Representation may be executed in counterparts, each of
which shall be deemed to be an original and all of which, taken together, shall constitute one and
the same instrument. -
Appendix A — Page 5
Revised DOCSOC/1297095vl/-
Very truly yours,
CITY OF VERNON
M.
Leonis C. Malburg Mayor
ATTEST:
In
Manuela Giron, City Clerk
Accepted and confirmed as of the
date first above written
CITIGROUP GLOBAL MARKETS INC.
Lo
Name:
Title:
VERNON NATURAL GAS FINANCING AUTHORITY
Lo
Manuela Giron,
Executive Director
Appendix A — Page 6
Revised DOCSOC/1297095v1/-
FORM MORGAN STANLEY SWAP EXHIBIT C
TERMINATION AGREEMENT
TERMINATION AGREEMENT
Termination Agreement (this "Termination Agreement") dated as of August [ 1, 2008
between MORGAN STANLEY CAPITAL SERVICES INC. ("Party A") and CITYOF
VERNON ("Party B").
WHEREAS, Party A and Party B are parties to an ISDA Master Agreement, dated as of
December 2, 2004 (the "Master Agreement"), a Schedule to the Master Agreement and an ISDA
Credit Support Annex thereto, each dated as of December 2, 2004 (the "Schedule" and
collectively with the Master Agreement, the "Agreement");
WHEREAS, in accordance with the terms of the Master Agreement, Party A and Party B
have heretofore entered into a Transaction pursuant to two Confirmation (Reference Nos.
AUCTK and AUCTM), dated December 2, 2004 (the "Confirmations"), with initial Notional
Amounts equal to USD 90,150,000 and USD 83,575,000, respectively, and Termination Dates of
April 1, 2037 and April 1, 2029, respectively (the "Transactions"); and
WHEREAS, the parties have agreed to terminate their obligations under the Transactions;
NOW, THEREFORE, in consideration of the foregoing and other valuable consideration,
it is hereby agreed as follows:
1. Payment and Termination. (a) The Transactions are hereby terminated as of
August [ 1, 2008 (the "Termination Date"), and neither Party A nor Party B shall have any
obligations thereunder following the Termination Date; provided that neither Party A nor Party B
shall be obligated to, make regularly scheduled payments thereunder from and including
[ (the "Pricing Date") nor shall any such payment obligations accrue from the Pricing
Date. In full consideration of this Termination Agreement and in complete satisfaction of all
obligations of all of the parties in respect of the Transactions, Party [_j shall pay to Party [_]
on the Termination Date the amount of USD [ (the "Termination Amount") (which
includes all accrued but unpaid regularly scheduled payments under the Transaction). The
parties hereby acknowledge and agree that Party [I shall pay the Termination Amount to Party
[] notwithstanding Paragraph 5 of the Confirmation, which states that the Termination Amount
shall be determined pursuant to Section 6 of the Agreement.
(b) In the evenYthat Party B does not issue its [_ (collectively, the "Bonds")
on or prior to the Termination Date, (i) Party [I shall not be required to make the payment
specified in Section 1(a) of this Termination Agreement, (ii) the termination of the Transactions
shall be cancelled, (iii) the terms of the Transactions as set forth in the Confirmations shall
continue in full force and effect, (iv) Party A will determine its Loss, if any, in connection with
continuing the terms of the Transactions evidenced by the Confirmations, and (v) an amount
equal to the Loss will be payable by Party B to Party A on the Termination Date. "Loss" shall
mean an amount that Party A reasonably determines in good faith to be its total losses and costs
in connection with continuing the terms of the Transactions evidenced by the Confirmations,
including any loss of bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position and including any accrued but unpaid
regularly scheduled payments from the Pricing Date.
1
OHS West:260491062.1
2. Insurer Consent. By its execution hereof, MBIA Insurance Corporation consents
to the termination of the Transactions on the terms and conditions set forth herein and
acknowledges that if the Bonds are not issued on or prior to the Termination Date, the
Transactions shall continue in full force and effect and the Interest Rate Swap Insurance Policy
bearing Policy No. shall remain in full force and effect with respect to the
Transactions.
3. Representations. Each party hereto represents to the other party hereto that:
(a) it is duly organized and validly existing under the laws'of the jurisdiction
of its organization or incorporation;
(b) it has the power and authority to execute and deliver this Termination
Agreement;
(c) the person executing this Termination Agreement on its behalf is duly
authorized to do so;
(d) its execution, delivery and performance of this Termination Agreement do
not violate or conflict with any law applicable to it, any provision of its constitutional
documents, any order or judgment of any court or other agency of government applicable to it or
any of its assets or any contractual restriction binding on or affecting it or any of its assets;
(e) it has obtained all governmental and other consents, if any, that it is
required to obtain in connection with its execution and delivery of this Termination Agreement,
all such consents are in full force and effect and all conditions of any such consents have been
complied with;
(f) its obligations under this Termination Agreement constitute its legal, valid
and binding obligations, enforceable in accordance with their respective terms (subject to
applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting
creditors' rights generally and subject, as to enforceability, to equitable principles of general
application, regardless of whether enforcement is sought in a proceeding in equity or in law); and
(g) it has made its own independent decision to enter into this Termination
Agreement based upon its own judgment and upon advice from such advisors as it has deemed
necessary and no other party is acting as a fiduciary for or as an advisor to it in respect of this
Termination Agreement.
4. Documents to be Delivered. The following documents shall be delivered by Party
B to Party A promptly upon execution of this Termination Agreement:
(a) an opinion of counsel to Party B with respect to the enforceability of this
Termination Agreement against Party B;
(b) evidence reasonably satisfactory to Party A of the (i) authority of Party B
to enter into this Termination Agreement and (ii) the authority and genuine signature of the
individual signing this Termination Agreement on behalf of Party B to execute the same; and
(c) a certified copy of the resolution or resolutions (or the equivalent thereof)
of the governing body of Party B, certified by an appropriate official of Party B, pursuant to
which Party B is authorized to enter into this Termination Agreement.
2
OHS West:260491062.1
5. Governing Law. This Termination Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without reference to choice of law
doctrine.
6. Counterparts. This Termination Agreement may be executed in counterparts,
each of which shall be deemed an original.
3
OHS West:260491062.1
IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of
the date first above written.
MORGAN STANLEY CAPITAL SERVICES INC..
Un
CITY OF VERNON
Acknowledged and Agreed:
MBIA INSURANCE CORPORATION
4
OHS West:260491062.1
FORM 2008 ELECTRIC BONDS EXHIBIT D
PRELIMINARY OFFICIAL STATEMENT
0.
SA o
Orrick, Herrington & Sutcliffe LLP
Draft of 8111108
PRELIMINARY OFFICIAL STATEMENT DATED 2008
NEW ISSUE —FULL BOOK -ENTRY ONLY RATINGS: Moody's:
S&P: _
In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the City, interest on the 2008 Bonds is exempt
from State of California personal income taxes and is not excluded from gross income for federal income tax purposes under
Section 103 of the Internal Revenue Code of 1986 Bond Counsel expresses no opinion regarding any federal or other state tax
consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the 2008 Bonds. See "TAX
MATTERS" herein.
Dated: Date of Delivery
$[97,000,0001
CITY OF VERNON
Electric System Revenue Bonds
2008 Taxable Series A
Price: _% Due: June 1, as shown on inside cover
This cover page contains certain information for general reference only. It is not intended to be a summary of the
security or terms ofthis issue. Investors must read the entire Official Statement to obtain information essential to the making
of an informed investment decision. Capitalized terms used on this cover page not otherwise defined shall have the meanings
set forth herein.
The City of Vemon Electric System Revenue Bonds, 2008 Taxable Series A (the "2008 Bonds") are being issued by the
City of Vernon (the "City") pursuant to the City's Municipal Facilities Revenue Bond Law, constituting Article XI of the Vernon
City Code and an Indenture of Trust, as supplemented by a First Supplemental Indenture of Trust, each dated as of September 1,
2008 (collectively, the "Indenture"), each by and between the City and The Bank of New York Mellon Trust Company, N.A., as
trustee (the "Trustee").
The 2008 Bonds are being issued to provide funds (i) to finance certain investments made by the City in the acquisition
and construction of Electric System facilities; (ii) to make Termination Payments in connection with certain interest rate swap
transactions; (iii) to pay Conversion Costs for certain variable rate bonds; (iv) to fund a deposit to the Debt Service Reserve
Frmd; and (v) to pay costs of issuance of the 2008 Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" and "PLAN
OF FINANCE" herein.
The 2008 Bonds will be issued in fully registered form, registered in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, New York, ("DTC") under the book -entry only system maintained by DTC. While DTC
is the securities depository for the 2008 Bonds, principal of premium, if any, and interest on the 2008 Bonds will be payable by
the Trustee to DTC, which is obligated in turn to remit such payments to its DTC participants for subsequent disbursement to
beneficial owners of the 2008 Bonds, as more fully described herein. See APPENDIX D—"Book-Entry Only System."
The 2008 Bonds are subject to optional and mandatory redemption prior to maturity, as described herein.
Interest on the 2008 Bonds will be payable on each June 1 and December 1, commencing December 1, 2008.
MATURITY SCHEDULE
(See Inside Cover)
The 2008 Bonds are special obligations of the City. The principal of, premium, if any, and interest on the 2008 Bonds
are payable by the City solely from the Net Revenues of the City's Electric System and the other funds pledged therefor under
the Indenture.
The issuance of the 2008 Bonds does not directly, indirectly or contingently obligate the City to levy or pledge
any form of taxation or to make any appropriation for their payment. The 2008 Bonds are not secured by a legal or
equitable pledge of, or lien or charge upon, any property of the City or any of its income or receipts except the funds
OHS West260446387.2
pledged therefor pursuant to the Indenture. Neither the faith and credit nor the taxing power of the City, the State of
California (the "State") or any other public agency is pledged to the payment of the principal of, or premium, if any, or
interest on the 2008 Bonds. The 2008 Bonds do not constitute a debt, liability or obligation of the State or any public
agency (other than the special obligation of the City as provided in the Indenture).
The 2008 Bonds are offered, when, as and if issued and delivered to the Underwriter, subject to the approval of legality
by Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, Bond Counsel, and certain other conditions. Certain legal
matters will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, as counsel to the Underwriter, and for the
City by the City Attorney. It is expected that the 2008 Bonds will be available for delivery through the DTC's book -entry
system in New York, New York on or about _, 2008.
RBC CAPITAL MARKETS
Dated: , 2008
OHS West•.260446387.2
MATURITY SCHEDULE
$ Serial Series 2008 Bonds
Maturity Date Principal Interest
(June I) Amount Rate Yield
$ _% Term Series 2008 Bonds due 1, 20_ Yield:
OHS Wes[:260446387.2
No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to give
any information or to make any representations other than those contained herein and, if given or made, such other
information or representation must not be relied upon as having been authorized by any of the foregoing. This
Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale
of the 2008 Bonds by any person in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
Statements contained in this Official Statement that include forecasts, estimates or matters of opinion,
whether or not expressly stated as such, are intended solely as such and are not to be construed as representations of
fact. The information set forth herein has been furnished by the City and by other sources that are believed to be
reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed as representations by the
Underwriter. The information and expressions of opinions herein are subject to change without notice, and neither
the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any
implication that there has been no change in the affairs of the City since the date hereof. This Official Statement,
including any supplement or amendment hereto, is intended to be deposited with one or more repositories.
The Underwriter has provided the following sentence for inclusion in this Official Statement:
The Underwriter has reviewed the information in this Official Statement in accordance with, and
as part of, its responsibilities to investors under the federal securities laws as applied to the facts
and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or
completeness of such information.
IN CONNECTION WITH THE OFFERING OF THE 2008 BONDS, THE UNDERWRITER MAY
OVERALLOT OR EFFECT TRANSACTIONS THAT MAY STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE 2008 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
The City maintains a website. However, the information presented there is not part of this Official
Statement and should not be relied upon in snaking an investment decision with respect to the 2008 Bonds.
CAUTIONARY STATEMENTS REGARDING
FORWARD -LOOKING STATEMENTS IN
THIS OFFICIAL STATEMENT
Certain statements included or incorporated by reference in this Official Statement and the Appendices
hereto constitute "forward -looking statements." Such statements are generally identifiable by the terminology used
such as "plan," "expect," "estimate," "budget" or other similar words. Such forward -looking statements include, but
are not limited to, certain statements contained in the information under the captions ["PLAN OF FINANCE,"
"DEVELOPMENTS IN THE ENERGY MARKETS," "THE ELECTRIC SYSTEM" and "RATE REGULATION"]
in this Official Statement. Forward -looking statements in this Official Statement are subject to risks and
uncertainties, including particularly those relating to natural gas costs and availability, wholesale and retail electric
energy and capacity prices, federal and state legislation and regulations, competition and industry restructuring, and
the economy of the service area of the City's Electric System.
The achievement of any results or the realization of other expectations contained in such forward -looking
statements involve known and unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by such forward -looking statements. The City does not plan to issue any updates or revisions
to those forward -looking statements.
OHS West:260446387.2
CITY OF VERNON
City Council
Leonis C. Malburg, Mayor
Hilario Gonzalez, Mayor Pro Tem
William J. Davis, Councilmember
W. Michael McCormick, Councilmember
Thomas A. Ybarra, Councilmember
City Officers
Eric T. Fresch, City Administrator
Jeff A. Harrison, City Attorney
Manuela Giron, City Clerk
Samuel Kevin Wilson, Director of Community Services and Water
Lewis Pozzebon, Director of Environmental Health
Donal O'Callaghan, Director of Light and Power
Steve Towles, Chief Police
Mark Whitworth, Fire Chief
City Staff
Peter Hervish, Technical Services Manager, Light and Power Department
Krishna Nand, Environmental Compliance Manager, Light and Power Department
Carlos Fandino, Transmission and Distribution Manager, Light and Power Department
SPECIAL SERVICES
Orrick, Herrington & Sutcliffe LLP
Los Angeles, California
Bond Counsel
Bond Logistix, LLC
Los Angeles, California
Financial Consultant
The Bank of New York Trust Mellon Company, N.A.
Los Angeles, California
Trustee
OHS West:260446387.2
TABLE OF CONTENTS
Page
INTRODUCTION...........................................................................................................................................I
PURPOSE OF OFFICIAL STATEMENT............................................................................................
I
AUTHORITY AND USE OF PROCEEDS...........................................................................................
I
THECITY.............................................................................................................................................
I
THEELECTRIC SYSTEM...................................................................................................................2
SECURITY AND SOURCES OF PAYMENT FOR THE 2008 BONDS............................................2
DEBT SERVICE RESERVE FUND.....................................................................................................2
CONTINUING DISCLOSURE.............................................................................................................2
OTHERMATTERS...............................................................................................................................2
PLANOF FINANCE..........................................................................................................................................
3
ESTIMATED SOURCES AND USES OF FUNDS...........................................................................................4
THE2008 BONDS...........................................................................................................................................4
GENERAL................................:............................................................................................................
4
REDEMPTION OF 2008 BONDS........................................................................................................4
OPTIONAL REDEMPTION...............................................................:...................................4
SECURITY AND SOURCES OF PAYMENT FOR THE 2008 BONDS................................6.........................
6
PLEDGE EFFECTED BY THE INDENTURE.....................................................................................6
DEPOSIT AND APPLICATION OF REVENUES...............................................................................
7
RATECOVENANT..............................................................................................................................7
DEBTSERVICE RESERVE FUND.....................................................................................................8
EXPENSE STABILIZATION FUND...................................................................................................8
OUTSTANDING PARITY OBLIGATIONS........................................................................................9
ADDITIONAL PARITY OBLIGATIONS............................................................................................9
LIMITATIONSON REMEDIES........................................................................................................10
THEELECTRIC SYSTEM...............................................................................................................................10
GENERAL...........................................................................................................................................10
CITY PLAN TO OPTIMIZE RESOURCE UTILIZATION...............................................................10
IMPLEMENTATION OF RESOURCE OPTIMIZATION PLAN .....................................................
I I
MANAGEMENT.................................................................................................................................12
CITYCOUNCIL....................................................................................................................12
CITYOFFICIALS.................................................................................................................12
POWER SUPPLY RESOURCES........................................................................................................13
GENERAL.............................................................................................................................13
i
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MALBURG GENERATING STATION...............................................................................14
SCPPA PALO VERDE NUCLEAR GENERATING STATION INTEREST......................16
HOOVER UPRATING PROGRAM.....................................................................................17
POWER PURCHASE AGREEMENTS................................................................................19
RESERVE GENERATING FACILITIES............................................................................. 19
TRANSMISSION RESOURCES........................................................................................................19
INTERCONNECTION AND DISTRIBUTION FACILITIES...........................................................19
NATURAL GAS PROCUREMENT...................................................................................................20
RECENT DEVELOPMENTS AFFECTING THE POWER SUPPLY...............................................20
RESOURCE ADEQUACY....................................................................................................21
RESOURCEMIX..................................................................................................................21
CAPITALREQUIREMENTS.............................................................................................................23
RETAILENERGY SALES.................................................................................................................24
CUSTOMERS, RETAIL ENERGY SALES REVENUES AND DEMAND ........................24
LARGEST CUSTOMERS.....................................................................................................24
ELECTRICRATES.............................................................................................................................25
GENERAL.............................................................................................................................25
REVENUE OBLIGATIONS...............................................................................................................26
ELECTRIC SYSTEM REVENUE BONDS..........................................................................26
INTEREST RATE SWAP AGREEMENTS..........................................................................27
NATURAL GAS COMMODITY PRICE SWAP..................................................................27
POWER SALES CONTRACT WITH SCPPA FOR PVNGS...............................................27
GAS SUPPLY AGREEMENT WITH THE AUTHORITY..................................................27
SUMMARY OF OPERATING RESULTS.........................................................................................28
MANAGEMENT'S DISCUSSION OF OPERATING RESULTS.......................................30
EMPLOYEE RELATIONS................................................................................................................. 30
INSURANCE....................................................................................................................................... 30
RATEREGULATION........................................................................................................................31
SEISMICACTIVITY..........................................................................................................................31
DEVELOPMENTS IN THE CALIFORNIA ENERGY MARKETS...............................................................31
BACKGROUND; CALIFORNIA ELECTRIC MARKET DEREGULATION.................................31
STATE ENVIRONMENTAL LEGISLATION..................................................................................32
IMPACT OF DEVELOPMENTS ON THE CITY..............................................................................33
FUTUREREGULATION...................................................................................................................33
OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY.................................................33
ENERGY POLICY ACT OF 1992......................................................................................................33
u
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FEDERAL ENERGY LEGISLATION...............................................................................................33
OTHER GENERAL FACTORS..........................................................................................................34
ENVIRONMENTAL ISSUES.............................................................................................................35
CONSTITUTIONAL LIMITATIONS ON TAXES.........................................................................................35
ARTICLES XIIIC AND XIIID OF THE STATE CONSTITUTION.................................................35
FUTUREINITIATIVES ..................................... :................................................................................
36
TAXMATTERS.........................................................................................................................................36
TAX STATUS OF THE 2008 BONDS...............................................................................................37
SALE AND EXCHANGE OF 2008 BONDS......................................................................................37
FOREIGN INVESTORS.....................................................................................................................37
CIRCULAR230..................................................................................................................................37
POSSIBLE RECOGNITION OF TAXABLE GAIN OR LOSS UPON DEFEASANCE OF
THE2008 BONDS.................................................................................................................38
APPROVALOF LEGALITY...........................................................................................................................38
RATINGS.........................................................................................................................................38
UNDERWRITING.........................................................................................................................................38
FINANCIALSTATEMENTS...........................................................................................................................38
EXECUTION AND DELIVERY......................................................................................................................39
APPENDIX A AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE FISCAL
YEARS ENDED JUNE 30, 2007 AND JUNE 30, 2006.....................................................
A-1
APPENDIX B THE CITY OF VERNON.....................................................................................................B-I
APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE...................................C-1
APPENDIX D BOOK -ENTRY ONLY SYSTEM.......................................................................................
D-1
APPENDIX E PROPOSED FORM OF OPINION OF BOND COUNSEL.................................................E-1
APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT ................................................ F-1
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OFFICIAL STATEMENT
$[97,000,000]'
CITY OF VERNON
Electric System Revenue Bonds
2008 TAXABLE SERIES A
INTRODUCTION
This Introduction is qualified in its entirety by reference to the more detailed information included and
referred to elsewhere in this Official Statement. The offering of the 2008 Bonds to potential investors is made only
by means of the entire Oficial Statement. Terms used in this introduction and not otherwise defined shall have the
respective meanings assigned to them elsewhere in this Official Statement. See APPENDIX C—"SUMMARY OF
CERTAIN PROVISIONS OF THE INDENTURE" herein.
Purpose of Official Statement
The purpose of this Official Statement (which includes the cover page and the appendices attached hereto)
is to provide information concerning the sale and delivery by the City of Vernon, California (the "City") of its
$[97,000,000]' Electric System Revenue Bonds, 2008 Taxable Series A (the "2008 Bonds").
Authority and Use of Proceeds
The 2008 Bonds are being issued pursuant to the City of Vernon Municipal Facilities Revenue Bond Law,
constituting Article XI of the Vernon City Code, and an Indenture of Trust, as supplemented by a First Supplemental
Indenture of Trust, each dated as of September 1, 2008 (collectively, the "Indenture"), each by and between the City
and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee").
The 2008 Bonds are being issued to provide funds (i) to finance certain investments made by the City in the
acquisition and construction of facilities of the City's municipal electric system (the "Electric System"); (ii) to make
Termination Payments in connection with certain interest rate swap transactions; (iii) to pay Conversion Costs for
certain variable rate bonds; (iv) to fund a deposit to the Debt Service Reserve Fund; and (v) to pay costs of issuance
of the 2008 Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" and "PLAN OF FINANCE" herein.
The City
The City is a chartered city of the State of California (the "State"), consisting of approximately 5.2 square
miles and located in Los Angeles County, approximately four miles southeast of downtown Los Angeles. The City
was established in 1905 with a view of promoting industrial activity. There are approximately [1,800] businesses
located in the City employing more than [50,000] persons. The City is almost exclusively industrial, with an
estimated resident population of approximately [110] as of January 1, 2008. See APPENDIX B—"THE CITY OF
VERNON" herein.
The City is a developed industrial rail city, with major railroads, including Union Pacific ("UP") and the
Burlington Northern Santa Fe ("BNSF"), running through it. The City's northern borders include some of the
country's largest intermodal freight yards operated by UP and the BNSF. These 200-acre rail facilities handle 1.5
million containers and trucks on flatcars per year heading for domestic and world markets.
In addition to rail, the City has excellent freeway access with State Highway 710 adjacent to the City line
and State Highway 10 being less than 2 miles from the center of the City, affording easy access to major highways
in all directions. The City's location expedites the delivery of raw materials to City businesses and the distribution
of final products, particularly for non -foreign processed foods.
' Preliminary, subject to change
OHS West:260446387.2
In addition to the Electric System, the City owns and operates a water system (the "Water System") which
provides water service within the City and a natural gas system (the "Gas System") which currently provides natural
gas to the Electric System. The City operates each of the Electric System, the Water System and the Gas System as
distinct enterprises with the revenues and expenses of each enterprise separately accounted for by the City.
The Electric System
Pursuant to California law and the City's Charter, the City has established its Light and Power Department,
which is responsible for the operation of the City's Electric System. The function of the Electric System is to supply
the City's inhabitants and the businesses and industries within the City with electricity. The Electric System has
been in operation since 1933. For the Fiscal Year ended June 30, 2007, the Electric System provided approximately
1,185 million kilowatt hours ("kWh") of electricity to over 1,950 customers, almost all of which are commercial and
industrial entities. See "THE ELECTRIC SYSTEM" herein.
Security and Sources of Payment for the 2008 Bonds
The 2008 Bonds are special obligations of the City. The principal of, premium, if any, and interest on the
2008 Bonds are payable by the City solely from the Net Revenues of the City's Electric System and the other funds
pledged therefor under the Indenture.
The issuance of the 2008 Bonds shall not directly, indirectly or contingently obligate the City to levy
or pledge any form of taxation or to make any appropriation for their payment. The 2008 Bonds are not
secured by a legal or equitable pledge of, or lien or charge upon, any property of the City or any of its income
or receipts except the funds pledged therefor pursuant to the Indenture. Neither the faith and credit nor the
taxing power of the City, the State or any other public agency is pledged to the payment of the principal or
premium, if any, or interest on the 2008 Bonds. The 2008 Bonds do not constitute a debt, liability or
obligation of the State or any public agency (other than the special obligation of the City as provided in the
Indenture).
Debt Service Reserve Fund
Pursuant to the Indenture, the Debt Service Reserve Fund is required to be maintained in an amount equal
to the Debt Service Reserve Requirement. Amounts on deposit in the Debt Service Reserve Fund will be applied to
make up any deficiency in any account of the Debt Service Fund for the payment when due of principal or
redemption price of or interest on the Bonds issued under the Indenture, including the 2008 Bonds. See
"SECURITY AND SOURCES OF PAYMENT FOR THE 2008 BONDS —Debt Service Reserve Fund" herein.
Continuing Disclosure
The City has covenanted for the benefit of the holders and beneficial owners of the 2008 Bonds to provide
certain financial information and operating data relating to the City by not later than 180 days following the end of
the City's fiscal year (which currently begins on July 1 and ends on June 30 of each year (a "Fiscal Year") (the
"Annual Report"), commencing with the Annual Report for Fiscal Year 2007-08, and to provide notices of the
occurrence of certain enumerated events, if material. See "CONTINUING DISCLOSURE" herein. These
covenants have been made in order to assist the Underwriter in complying with Securities and Exchange
Commission Rule 15c2-12. The City has not failed to comply in any material respect with the terms of any prior
continuing disclosure undertaking. See APPENDIX F—"FORM OF CONTINUING DISCLOSURE
AGREEMENT" hereto.
Other Matters
The summaries of and references to all documents, statutes, reports and other instruments referred to herein
do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its
entirety by reference to each document, statute, report or instrument. The capitalization of any word not
OHS West260446387.2
conventionally capitalized or otherwise defined herein indicates that such word is defined in a particular agreement
or other document and, as used herein, has the meaning given to it in such agreement or document.
Attached to this Official Statement are summaries of certain provisions of the Indenture. Copies of the .
Indenture are available for inspection at the offices of the Trustee, and copies of the Indenture will be provided by
the Trustee upon request and payment of duplication costs.
PLAN OF FINANCE
A portion of the proceeds of the 2008 Bonds will be used to finance certain investments made by the City
in the acquisition and construction of Electric System facilities. These proceeds are expected to be deposited by the
City in a special fund to be applied to the acquisition of land by the City for such purposes as are consistent with the
City's economic development goals of promoting industrial development and employment within the City's
boundaries.
A portion of the proceeds of the 2008 Bonds will be used to make the Termination Payments associated
with terminating four interest rate swap transactions. Three of the transactions are between the City and Morgan
Stanley Capital Services Inc. and related to electric revenue bonds issued by the City in 2004 (the "2004 Bonds").
The 2004 Bonds have been redeemed by the City. The fourth interest rate swap transaction is a transaction between
the Vernon Natural Gas Financing Authority (the "Authority") and Citibank, N.A. New York. The City is obligated
to make payments with respect to such swap transaction under the Natural Gas Purchase Agreement (the "Gas
Supply Agreement"), dated as of June 1, 2006, between the City and the Authority. See "THE ELECTRIC
SYSTEM — Revenue Obligations — Interest Rate Swap Agreements."
A portion of the proceeds of the 2008 Bonds will be used to pay the Conversion Costs for the conversion to
fixed rate bonds of $207,495,000 aggregate principal amount of variable rate bonds of the Authority (the "2006 B
and C Bonds"). The City is obligated to make payments with respect to the 2006 B and C Bonds under the Gas
Supply. See "THE ELECTRIC SYSTEM — Revenue Obligations — Gas Supply Agreement with the Authority."
A portion of the proceeds of the 2008 Bonds will be used to fund a deposit to the Debt Service. Reserve
Fund and to pay costs of issuance of the 2008 Bonds. See" ESTIMATED SOURCES AND USES OF FUNDS."
OHS West:260446387.2
ESTIMATED SOURCES AND USES OF FUNDS
The estimated sources and uses of funds with respect to the 2008 Bonds as described under "PLAN OF
FINANCE" is set forth below.
2008 Bonds
SOURCES:
Bond Proceeds $
TOTAL SOURCES:
USES:
Swap Termination Payments $
Conversion Costs
Land Development Fund
Debt Service Reserve Fund
Underwriter's Discount
Costs of Issuance(')
TOTAL USES: $
Includes legal fees, fees of the Trustee, rating agency fees, financial and consulting fees, printing costs and
other miscellaneous expenses.
THE 2008 BONDS
The following is a summary of certain provisions of the 2008 Bonds. Reference is made to the 2008 Bonds
for the complete text thereof and to the Indenture for a more detailed description of such provisions. The discussion
herein is qualified by such reference. See APPENDIX C—"SUMMARY OF CERTAIN PROVISIONS OF THE
INDENTURE."
General
The 2008 Bonds will be issued in the aggregate principal amounts, will bear interest at the rates and will
mature in the years and amounts all as set forth on the inside cover page of this Official Statement. The 2008 Bonds
will be issued in denominations of $5,000 or any integral multiple thereof. The 2008 Bonds will be dated and shall
bear interest from their date of original issuance. Interest on the 2008 Bonds will be payable on each June I and
December 1, commencing December 1, 2008. The 2008Bonds of each Series will be registered in the name of
Cede & Co., the nominee of The Depository Trust Company, New York, New York ("DTC"), and held in DTC's
book -entry system. So long as the 2008 Bonds are held in the book -entry system, DTC or its nominee will be the
registered owner of the 2008 Bonds for all purposes of the Indenture. For purposes of this Official Statement, DTC
or its nominee, and its successors and assigns, are referred to as the "Securities Depository." So long as the 2008
Bonds are held in book -entry form through DTC, all payments with respect to principal of, premium, if any, and
interest on each 2008 Bond will be made pursuant to DTC's rules and procedures. See APPENDIX D—"BOOK-
ENTRY ONLY SYSTEM" hereto.
Redemption of 2008 Bonds
Optional Redemption.
The 2008 Bonds maturing on and after June 1, 20 are subject to redemption prior to their respective
stated maturities, at the option of the City, from any source of available funds, as a whole or in part on any date (by
such maturities as may be specified by the City and by lot within a maturity) on or after June 1, 20, at a
Redemption Price equal to the principal amount of 2008A Bonds called for redemption, plus accrued interest to the
date fixed for redemption, without premium.
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Mandatory Sinking Fund Redemption. The 2008 Bonds maturing on June 1, are subject to
redemption in part prior to their stated maturity date from mandatory sinking. fund payments on each June 1 on
or after June 1, 20 , at a redemption price equal to the principal amount of the 2008 Bonds of such maturity
to be redeemed without premium, in the amounts and on the dates set forth below:
Sinking Fund Principal Amount
Redemption Date to be
June 1 Redeemed
(maturity)
Notice of Redemption. The Trustee is to give notice of the redemption of any 2008 Bonds by first class
mail, postage prepaid, not more than sixty (60) nor less than thirty (30) days before the redemption date to the
Owners of any 2008 Bonds to be redeemed (in whole or in part) at their addresses appearing in the Bond Register.
Such notice shall specify the Series and maturity date of the 2008 Bonds to be redeemed, the redemption date and
the place or places where amounts due upon such redemption shall be payable and, if less than all of the 2008 Bonds
of any like maturity are to be redeemed, the letters and numbers or other distinguishing marks of such 2008 Bonds
so to be redeemed, and, in the case of 2008 Bonds to be redeemed in part only, such notice shall also specify the
respective portions of the principal amount thereof to be redeemed. Such notice is to further state that on such date
there shall become due and payable upon each 2008 Bond to be redeemed the Redemption Price thereof, or the
Redemption Price of the specified portions of the principal amount thereof to be redeemed in the case of 2008 Bonds
to be redeemed in part only, and that from and after such date interest on such 2008 Bond or the portion of such
2008 Bond to be redeemed shall cease to accrue and be payable.
Receipt of such notice shall not be a condition precedent to the redemption of 2008 Bonds and failure of
any Owner of a 2008 Bond to receive any such notice or any insubstantial defect in such notice shall not affect the
validity of the proceedings for the redemption of 2008 Bonds.
In the event that funds required to pay the Redemption Price of 2008 Bonds are not on deposit with the
Trustee at the time the notice with respect to any redemption of 2008 Bonds at the option of the City is given, such
notice shall state that such redemption is conditional upon the receipt by the Trustee, on or prior to the date fixed for
such redemption, of moneys sufficient to pay the Redemption Price of the 2008 Bonds to be redeemed, and that if
such moneys shall not have been so received said notice shall be of no force and effect and the City shall not be
required to redeem such 2008 Bonds. In the event a notice of redemption of 2008 Bonds contains such a condition
and such moneys are not so received, the redemption of 2008 Bonds as described in the conditional notice of
redemption shall not be made and the Trustee, within a reasonable time after the date on which such redemption was
to occur, is to give notice to the persons and in the manner in which the notice of redemption was given that such
moneys were not so received and that there shall be no redemption of 2008 Bonds pursuant to the conditional notice
of redemption.
Effect of Redemption. Notice of redemption having been given and moneys for the payment of the
redemption price being held by the Trustee, the 2008 Bonds so called for redemption will on the date fixed for
redemption designated in such notice, become due and payable at the redemption price specified in such notice,
interest on the 2008 Bonds to be redeemed will cease to accrue, said Bonds shall cease to be entitled to any lien,
benefit or security under the Indenture and the Owners thereof will have no rights except to receive payment of the
redemption price of and unpaid interest, if any, accrued to the date fixed for redemption on the 2008 Bonds.
Selection of 2008 Bonds to be Redeemed. Whenever provision is made in the Indenture for the redemption
of less than all of the 2008 Bonds of a maturity, the Trustee shall select the 2008 Bonds to be redeemed from all
2008 Bonds of such maturity subject to redemption and not previously called for redemption, by lot in any manner
which the Trustee in its sole discretion shall deem appropriate and fair.
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SECURITY AND SOURCES OF PAYMENT FOR THE 2008 BONDS
Pledge Effected by the Indenture
The 2008 Bonds are special obligations of the City. The principal of, premium, if any, and interest on the
2008 Bonds are payable solely from and secured solely by a lien and security interest in and pledge of the following
pursuant to the Indenture, which constitutes the Trust Estate: (i) the Net Revenues of the City's Electric System and
(ii) all amounts on deposit in the Debt Service Fund, the Debt Service Reserve Fund, the Redemption Fund and the
Expense Stabilization Fund established by the Indenture, including the investments, if any, thereof. The pledge of
the Trust Estate in the Indenture is subject to the provisions of the Indenture permitting the application thereof for
the purposes and on the terms and conditions set forth therein. The pledge of the Trust Estate pursuant to the
Indenture secures the 2008 Bonds and any other Bonds which the City may issue on a parity basis. The pledge of
the Net Revenues to secure the 2008 Bonds is on a parity with any other Parity Obligations which the City may issue
or incur in accordance with the Indenture.
"Net Revenues" is defined in the Indenture to mean, for any period of time, "Revenues" for such period
less Operation and Maintenance Expenses for such period. "Revenues" includes all gross income and revenue
received or receivable by the City from the ownership or operation of the Electric System, including all rates and
charges for the Electric Service and the other services and facilities of the Electric System, all proceeds of insurance
covering business interruption loss relating to the Electric System and all other income and revenue howsoever
derived by the City from the ownership or operation of the Electric System or otherwise arising from the Electric
System, including all net receipts pursuant to Public Finance Contracts entered into in connection with any
Obligations or program of investments relating to the Electric System and all income from the deposit or investment
of any money in the Light and Power Department Fund, but excluding (i) proceeds of taxes and (ii) refundable
deposits made to establish credit and advances or contributions in aid of construction and line extension fees.
"Operation and Maintenance Expenses" is defined in the Indenture to mean the costs paid or incurred by
the City for operating and maintaining the Electric System including, but not limited to (a) all costs of electric
energy and power generated or purchased by the City for resale, costs of transmission, fuel supply and water supply
in connection with the foregoing; (b) all costs and expenses of management of the Electric System; (c) all costs and
expenses of maintenance and repair, and other expenses necessary or appropriate in the judgment of the City to
maintain and preserve the Electric System in good repair and working order; (d) all administrative costs of the
several departments of the City that are charged directly or apportioned to the operation or maintenance of the
Electric System, such as salaries and wages (including retirement benefits) of employees, overhead, taxes (if any)
and insurance premiums; (e) payments in -lieu of taxes to the City or any other public agency in connection with the
Electric System, (f) all costs, expenses and charges of the City required to be paid by it to comply with the terms of
any Issuing Instrument authorizing the issuance of Parity Obligations, such as compensation, reimbursement and
indemnification of the trustee, or fees and expenses of Independent Certified Public Accountants and other
Consultants; (g) the fees, expenses and indemnification of Credit Providers and Reserve Financial Guaranty
Providers; (h) all amounts required to be paid by the City under contracts with joint powers agencies for the
purchase of capacity rights in an electric generating station or electric transmission facilities, transmission capability
or any other commodity right or service in connection with the Electric System, which contracts require payments to
be made by the City thereunder to be treated as operation and maintenance expenses of the Electric System; (i) all
deposits to be made to a rebate fund established with respect to Parity Obligations to provide for any required rebate
to the United States required to maintain the Tax -Exempt status of interest on such Parity Obligations; 0) any cost or
expense paid by the City to comply with requirements of law applicable to the Electric System or the City's
ownership or operation thereof or in any capacity with respect thereto or any activity in connection therewith,
including without limitation the public benefit uses required by Section 385 of the California Public Utilities Code;
and (k) any other costs or expense which, in accordance with Generally Accepted Accounting Principles, is to be
treated as a cost of operating or maintaining the Electric System; but excluding in all cases depreciation,
replacement and obsolescence charges or reserves therefor, and amortization of intangibles. Except as provided in
clause (d) or clause (e) of this paragraph, no transfer of Revenues to the City shall constitute an Operation and
Maintenance Expense.
"Obligations" is defined in the Indenture to include (a) obligations with respect to borrowed money and
includes bonds, notes or other evidences of indebtedness, installment purchase payments under any contract, and
OHS West260446387.2
lease payments under any financing or capital lease (determined to be such in accordance with Generally Accepted
Accounting Principles), which are payable from the Net Revenues, (b) obligations to replenish any debt service
reserve fund with respect to obligations of the City described in (a) above; (c) obligations secured by or payable
from any of the obligations of the City described in (a) above; (d) obligations payable from the Net Revenues and
entered into in connection with, relating to, or otherwise serving as a hedge with respect to, an obligation described
in (a), (b) or (c) above under any Public Finance Contract; and (e) Credit Provider Reimbursement Obligations.
"Public Finance Contract" is defined in the Indenture to mean (i) any contract providing for payments
based on levels of, or changes in, interest rates, currency exchange rates, stock or other indices, (ii) any contract to
exchange cash flows or a series of payments, or (iii) any contract to hedge payment, currency, rate spread or similar
exposure, including but not limited to interest, any interest rate swap agreement, currency swap agreement, forward
payment conversion agreement or futures contract, any contract providing for payments based on levels of, or
changes in, interest rates, currency exchange rates, stock or other indices, any contract to exchange cash flows or a
series of payments, or any contract, including, without limitation, an interest rate floor or cap, or an option, put or
call, to hedge payment, currency, rate, spread or similar exposure, between the City and a counterparty.
For definitions of certain other terms used herein, see APPENDIX C—"SUMMARY OF CERTAIN
PROVISIONS OF THE INDENTURE" herein.
The issuance of the 2008 Bonds shall not directly, indirectly or contingently obligate the City to levy
or pledge any'(form of taxation or to make any appropriation for their payment. The 2008 Bonds are not
secured by a legal or equitable pledge of, or lien or charge upon, any property of the City or any of its income
or receipts except the Trust Estate pledged pursuant to the Indenture which is subject to the provisions of the
Indenture permitting the application thereof for the purposes and on the terms and conditions set forth
therein. Neither the faith and credit nor the taxing power of the City, the State or any other public agency is
pledged to the payment of the principal of, or premium, if any, or interest on, the 2008 Bonds. The 2008
Bonds do not constitute a debt, liability or obligation of the State or any public agency (other than the special
obligation of the City as provided in the Indenture). The members of the City Council of the City, and the
officers and employees of the City, shall not be individually liable on the 2008 Bonds or in respect of any
undertakings by the City under the Indenture.
Deposit and Application of Revenues
Pursuant to the Indenture, the City will deposit or cause to be deposited all Revenues into the Light and
Power Department Fund upon receipt thereof. Without limiting the provisions of the Indenture regarding
investment of certain funds, the City will apply moneys in the Light and Power Department Fund for the following
purposes: to the payment of Operation and Maintenance Expenses, payment of amounts required to be paid
pursuant to the Indenture or the Issuing Instrument for any Parity Obligations, payment of amounts required to be
paid pursuant to the Issuing Instrument for any Subordinated Obligations, payment of Costs of Capital
Improvements, or to any other lawful purpose in connection with the Electric System, and to the extent permitted by
the Indenture, to transfers to the City's General Fund.
Rate Covenant
Pursuant to the Indenture, the City has covenanted, at all times, to fix, prescribe and collect rates and
charges for the Electric Service of the Electric System during each Fiscal Year which shall be at least sufficient to
yield: (a) Adjusted Revenues for such Fiscal Year at least equal to the sum of the following for such Fiscal Year:
(i) Operation and Maintenance Expenses; (ii) Adjusted Debt Service, and (iii) all other payments required to be paid
in such Fiscal Year to meet any other obligations of the City which are charges, liens or encumbrances upon or
payable from the Revenues (including Net Revenues), including all amounts owed to a Credit Provider under the
terns of its Credit Support Agreement and amounts owed to a Reserve Financial Guaranty Provider under the terns
of its Reserve Financial Guaranty; and (b) Adjusted Revenues less Operation and Maintenance Expenses for such
Fiscal Year equal to at least one hundred ten percent (110%) of Adjusted Debt Service for such Fiscal Year.
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OHS West:260446387.2
"Adjusted Revenues" is defined in the Indenture to mean, for any period of time, the Revenues for such
period less the amount of such Revenues which have been deposited in the Expense Stabilization Fund plus the
amount of withdrawals during such period from the Expense Stabilization Fund.
"Adjusted Debt Service" is defined in the Indenture to mean, for any period of time, the Debt Service for
such period minus the sum of the amount of such Debt Service with respect to Outstanding Parity Obligations to be
paid during such period from the proceeds of Parity Obligations or Subordinate Obligations as set forth in a
certificate of the City.
Debt Service Reserve Fund
The Debt Service Reserve Fund is required to be maintained in an amount equal to the Debt Service
Reserve Requirement. Upon the issuance of the 2008 Bonds, there will be deposited into the Debt Service Reserve
Fund from the proceeds of the 2008 Bonds an amount equal to the Debt Service Reserve Requirement for the 2008
Bonds ($ "). Amounts in the Debt Service Reserve Fund are to be used to pay principal and redemption
price of and interest on the Bonds then due and payable in the event of any insufficiency in the amount or deposit in
the Debt Service Fund available therefor.
Pursuant to the Indenture, in lieu of the required deposits and transfers of money to the Debt Service
Reserve Fund, the City may cause to be deposited in the Debt Service Reserve Fund a Reserve Financial Guaranty
or Guaranties in an amount equal to the difference between the Debt Service Reserve Requirement and the suns, if
any, then on deposit in the Debt Service Reserve Fund or being deposited in such fund concurrently with such
Reserve Financial Guaranty or Guaranties.
"Reserve Financial Guaranty" is defined in the Indenture to mean a policy of municipal bond insurance or
surety bond issued by a municipal bond insurer or a letter of credit issued by a bank or other institution if the
obligations insured by such insurer or issued by such bank or other institution, as the case may be, have ratings at the
time of issuance of such policy or surety bond or letter of credit in the highest rating category (without regard to
qualifiers) by S&P and Moody's and, if rated by A.M. Best & Company, also in the highest rating category (without
regard to qualifiers) by A.M. Best & Company.
The Trustee shall draw upon or otherwise take such action as is necessary in accordance with the terms of
the Reserve Financial Guaranties to receive payments with respect thereto (including the giving of notice as required
thereunder): (i) on any date on which moneys will be required to be withdrawn from the Debt Service Reserve Fund
and applied to the payment of principal or redemption price of, or interest on, any Bonds and such withdrawal
cannot be met by amounts on deposit in the Debt Service Reserve Fund; (ii) on the first Business Day which is at
least ten (10) days prior to the expiration date of each Reserve Financial Guaranty, in an amount equal to the
deficiency which would exist in the Debt Service Reserve Fund if such Reserve Financial Guaranty expired, unless a
substitute Reserve Financial Guaranty with an expiration date not earlier than 180 days after the expiration date of
the expiring Reserve Financial Guaranty is acquired prior to such date or the City deposits funds in the Debt Service
Reserve Fund before such date so that the amount in the Debt Service Reserve Fund on such date (without regard to
such expiring Reserve Financial Guaranty) is at least equal to the Debt Service Reserve Requirement.
Expense Stabilization Fund
Moneys shall be deposited in the Expense Stabilization Fund in such amounts, at such times and from such
sources as shall be determined by the City in its sole discretion. Moneys on deposit in the Expense Stabilization
Fund may be withdrawn by the City at any time no Event of Default exists under the Indenture and applied to any
lawful purpose in connection with the Electric System, including without limitation, payment of Operation and
Maintenance Expenses, payment of Debt Service on the 2008 Bonds or Parity Obligations, payment of principal of
premium or interest on Subordinated Obligations, payment of costs of capital improvements, payment of the costs of
issuance of Parity Obligations or Subordinated Obligations; provided, however, that if an Event of Default under the
Indenture shall have occurred and is continuing, the Trustee shall transfer all moneys in the Expense Stabilization
Fund to the Interest Account and the Principal Account of the Debt Service Fund as provided in the Indenture.
Preliminary, subject to change
8
OHS West:260446387.2 '
Outstanding Parity Obligations
Upon their issuance the 2008 Bonds will be the only revenue bonds of the City payable from the Electric
System Net Revenues. For a description of other obligations of the City payable from Electric System Revenues,
see
Additional Parity Obligations
The City has covenanted pursuant to the Indenture that it shall not issue any bond, note, or other evidence
of indebtedness payable from or secured by the Trust Estate on a basis which is: (i) in any manner prior or superior
to the lien on, pledge of and security interest in the Trust Estate securing the Outstanding Bonds pursuant to the
Indenture; or (ii) except for Parity Obligations with respect to the Net Revenues, in any manner on a parity with the
lien on, pledge of and security interest in the Trust Estate securing the Outstanding Bonds pursuant to the Indenture.
Nothing in the Indenture shall prevent the City from issuing Subordinate Obligations.
Pursuant to the Indenture, the City may, at any time and from time to time, issue any Additional Parity
Obligations, provided the City obtains or provides either
(x) a certificate or certificates, prepared by the City or at the City's option by a Consultant, showing:
(i) that the Adjusted Net Revenues for the applicable Calculation Period, which Calculation Period shall be selected
by the City in its sole discretion, shall have amounted to at least 1.25 times the Maximum Adjusted Annual Debt
Service on all Parity Obligations to be Outstanding immediately after the issuance of the proposed Additional Parity
Obligations; and (ii) that the Net Revenues for such applicable Calculation Period shall have amounted to at least
1.00 times the Maximum Adjusted Annual Debt Service on all Parity Obligations to be Outstanding immediately
after the issuance of the proposed Additional Parity Obligations; or
(y) a certificate or certificates, prepared by the City or at the City's option by a Consultant, showing:
(i) that the projected Adjusted Net Revenues during each of the five complete Fiscal Years beginning with the first
Fiscal Year following the issuance of such Parity Obligations in which interest thereon is not capitalized, in whole or
in part, from the proceeds of Parity Obligations or Subordinate Obligations, shall have amounted to at least 1.25
times the Maximum Adjusted Annual Debt Service on all Parity Obligations to be Outstanding during such Fiscal
Years; and (ii) that the projected Net Revenues during each of the five complete Fiscal Years beginning with the
first Fiscal Year following the issuance of such Parity Obligations in which interest thereon is not capitalized, in
whole or in part, from the proceeds of Parity Obligations or Subordinate Obligations, shall have amounted to at least
1.00 times the Maximum Adjusted Annual Debt Service on all Parity Obligations to be Outstanding during such
Fiscal Years..
For purposes of preparing such certificate or certificates, the City and any Consultant shall utilize and rely
on financial statements prepared by the City which have been audited by an Independent Certified Public
Accountant but may utilize and rely upon the books and records of the City or any unaudited financial statements
prepared by the City if audited financial statements for the particular Calculation Period selected by the City are not
available.
Notwithstanding the foregoing (and without satisfying the revenue tests above), the City may at any time
but subject to the applicable requirements of the Indenture: (i) issue or enter into an obligation or commitment
which is a Qualified Swap Agreement; (ii) issue Refunding Parity Obligations, provided that the Aggregate
Adjusted Annual Debt Service for all Parity Obligations to be Outstanding after the issuance of such Refunding
Parity Obligations, shall not exceed the Aggregate Adjusted Annual Debt Service for all Parity Obligations
Outstanding immediately prior to the issuance of such Refunding Parity Obligations in each Fiscal Year from the
date of issuance of such Refunding Parity Obligations to the last Fiscal Year in which any Parity Obligations
Outstanding immediately prior to and subsequent to the issuance of such Refunding Parity Obligations are scheduled
to remain Outstanding; and (iii) enter into Credit Support Instruments or otherwise become obligated for Credit
Provider Reimbursement Obligations with respect to Parity Obligations.
9
OHS West:260446387.2
See APPENDIX C—"SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE" herein. See
also APPENDIX C—"SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE" for the definition of
"Debt Service Adjustments and Assumptions to be used for purposes of determining Aggregate Adjusted Annual
Debt Service and Maximum Adjusted Annual Debt Service.
Limitations on Remedies
The rights of the Owners of the 2008 Bonds are subject to the limitations on legal remedies against cities in
the State. Additionally, enforceability of the rights and remedies of the Owners of the 2008 Bonds, and the
obligations incurred by the City, may become subject to the following: the Federal Bankruptcy Code and applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of
creditor's rights generally, now or hereafter in effect; equity principles which may limit the specific enforcement
under State law of certain remedies; the exercise by the United States of America of the powers delegated to it by
the Constitution; and the reasonable and necessary exercise, in appropriate situations, of the police powers inherent
in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate
public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or State government, if initiated,
could subject the Owners of the 2008 Bonds to judicial discretion and interpretation of their rights in bankruptcy or
otherwise, and consequently may entail risks of delay, limitation, or modification of their rights.
THE ELECTRIC SYSTEM
General
The City established its Electric System in 1933 through the acquisition of the existing electric distribution
system within the City and the construction of a diesel generating station at Station A (located at 2715 East 50th
Street, Vernon, California) ("Station A"). The City operates the Electric System through its Light and Power
Department with all revenues of the Electric System being credited to, and all expenses of the Electric System being
payable from, the Light and Power Fund. The Electric System serves all electric users within the City. In keeping
with the character of the City, the Electric System serves primarily industrial and commercial customers. During the
Fiscal Year ended June 30, 2008, the Electric System served 1,692 customers, supplied approximately 1,232 million
kWhs of electric energy and had a peak demand of approximately 206 megawatts ("MW"). See "THE ELECTRIC
SYSTEM — Retail Energy Sales" below.
City Plan to Optimize Resource Utilization
Historically, the City supplied only a modest portion of its customers' load requirements from its own
generation resources. The Electric System relied first on a partial requirements wholesale power contract with the
Southern California Edison Company ("Edison") and then on a combination of wholesale power contracts. See
"POWER SUPPLY RESOURCES" below. Due to changes in the California electric industry such as the now -
abandoned deregulation of the California electric energy markets, unprecedented volatility of energy prices in 2000-
2001 and the blackouts and power interruptions due to inadequate supplies of electric energy, the City determined it
was in the best interests of its, mostly industrial and commercial customers to establish a significant generation
resource connected directly to the City's distribution system. This would mitigate any dependence on imported
energy to maintain electric service within the City without exposing the Electric System to overdependence on a
single source of power. The City commenced development of the Malburg Generating Station (the "MGS"), a 120
MW base load, 134 full load combined cycle electric generation plant located at Station A designed to provide
approximately 60% of the City's expected requirements for base load electric power. The MGS commenced
commercial operation in October 2005 [and has been operating as a base load generation resource for the City since
such date.]
In 2006, the City entered into a Gas Supply Agreement with the Authority, pursuant to which the City
acquired the right to the Gas Supply. See "THE ELECTRIC SYSTEM — Revenue Obligations — Gas Supply
Agreement with the Authority."
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OHS West:260446387.2
After the commencement of commercial operation of the MGS, the City reviewed its portfolio of Electric
System resources in light of the City's ultimate objective in having the Electric System serve as part of the economic
stabilization and development program for its industrial and commercial customer base. The City had already
commenced a program of acquiring and realigning properties within the City to assemble parcels of land consistent
with the requirements of prospective industrial and commercial customers. In addition, the City continued its
program of providing superior municipal services to support both existing and new industrial residents such as fire
and police services, community health services and infrastructure improvements and modernization. The City also
studied options to optimize the benefits of the existing Electric System resources and to serve projected Electric
System requirements in light of the current state of, and anticipated developments in, the California electric markets.
After reviewing the available alternatives, the City determined to sell its transmission assets outside of City
boundaries and rely on the California transmission system controlled by the California Independent System Operator
("CAISO") to provide for transmission of the energy the City needed to import. The City determined that private
ownership and operation of the MGS, with the City retaining the right to the capacity and energy of the facility,
provided the City with a resource base that was consistent with its original plan for significant "behind the meter"
generation with less operational risk than City ownership, while affording the City an opportunity to fund a portion
of its economic development program.
Implementation of Resource Optimization Plan
On December 13, 2007, the City entered into an Amended and Restated Purchase and Sale Agreement (the
"Bicent Agreement"), with Bicent (California) Power LLC ("Bicent"), which is an affiliate of Bicent Holdings and
Natural Gas Partners, to sell to Bicent the MGS and the economic burdens and benefits of the City's interests in 22
MW from the Hoover Dam Uprating Project. This transaction closed on April 10, 2008.
Bicent has agreed to sell the capacity and the energy of the MGS to the City on the terms set forth in a
Power Purchase Tolling Agreement, by and between the City and Bicent, dated as of April 10, 2008 (the "PPTA").
In addition, Bicent has acquired the benefits and burdens of the City's interest in the Hoover Uprating Project
(described below) on the terms set forth in the Hoover Contract for Differences, between Bicent (California) Hoover
LLC, a Delaware limited liability company ("BCH") and the City, dated as of April 10, 2008 (the "Hoover
Differences Contract"). Pursuant to the Bicent Agreement, Bicent has assigned its rights and obligations with
respect to the MGS to its affiliate, Bicent (California) Malburg LLC, a Delaware limited liability company
("BCM"). See "POWER SUPPLY RESOURCES — Malburg Generating Station — Power Purchase Tolling
Agreement." Pursuant to the Bicent Agreement, Bicent has assigned its rights and obligations with respect to the
economic benefits and burdens of the Hoover Uprating Project to its affiliate, BCH. See "THE ELECTRIC
SYSTEM — Power Supply Resources — Hoover Uprating Program — Hoover Contract for Differences."
In a separate transaction, the City entered into a Purchase and Sale Agreement on September 28, 2007 with
the Transmission Agency of Northern California for the purchase of the City's interest in the California Oregon
Transmission Project (the "TANG Agreement"). This transaction closed on April 3, 2008.
Additionally, in a separate transaction, the City sold its interests in the Mead-Adelanto Transmission
Project and the Mead -Phoenix Transmission Project pursuant to a Purchase and Sale Agreement dated, as of
December 13, 2007, with Starwood Energy Infrastructure Fund, L.P. (the "Starwood Agreement"). This transaction
closed on April 22, 2008.
The City used the proceeds from the sale of the Electric System assets described above, and other available
funds, to redeem all outstanding Electric System revenue bonds, provide funds for economic development in the
City, and increase the Electric System's cash reserves. Approximately $39,250,000 of such reserves will be used by
the City to make a portion of the payments under the PPTA over the first four years of the contract and $37,520,496
has been used to fund the Debt Service Reserve Requirement for the Bonds.
After the completion of the transmission facility sales, the City no longer owns any transmission facilities
outside of the City and no longer receives Transmission Revenue Requirements ("TRR").
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OHS West:260446387.2
As more fully described below, the Electric System also includes ownership interests or capacity rights in
other electric facilities and an electric distribution system. The City continues to own these facilities and rights. The
City currently operates and maintains the Electric System facilities located within the City, except that Petrelli
Electric Inc. currently maintains the City's electric distribution system under contract with the City.
Management
The Electric System is operated and maintained through the City's Light and Power Department which is
governed by the City Council. The Light and Power Department is managed by the Director of Light and Power
whose duties include overseeing the operation and maintenance of the Electric System's generation, transmission.
and distribution facilities, metering, power purchasing, scheduling, billing and settlements. The Director of Light
and Power reports to the City Administrator. The Director of Light and Power is also responsible for the
management of the City's Gas System.
City Council
The current members of the City Council are as follows:
Leonis C. Malburg, Mayor, was first elected to the City Council in 1956 and was first appointed as Mayor
in 1974. Mr. Malburg was born in the City and is the grandson of the City's founding father, John B. Leonis.
Hilario Gonzalez, Mayor Pro Tempore, was first appointed to the City Council in 1974 and has been a
resident of the City since 1952.
William J. Davis, Council Member, was first elected to the City Council in 1981. Mr. Davis was born in
Manila, Philippines and came to the United States in 1969. Prior to retiring, Mr. Davis worked at Edison.
W. Michael McCormick, Council Member, was first elected to the City Council in 1974 and has been a
resident of the City since 1969. Prior to retiring, Mr. McCormick worked at the Safeway meat processing plant in
the City.
Thomas A. Ybarra, Council Member, was first elected to the City Council in 1966. After serving with the
U.S. Anmy's 20th Infantry Regiment of the 6th Infantry Division in Korea, Mr. Ybarra worked for the American
Can Company in the City for over 30 years.
City Officials
The following are brief resumes of the senior Light and Power management personnel whom are
responsible for Electric System operations.
Donal O'Callaghan, the Director of Light and Power, and Gas Departments, provides overall direction,
structure, conduct, control and reporting of the Electric System and the Gas System. Prior to joining the City in
March, 2005, Mr. O'Callaghan was employed by the City of Santa Clara as a Project Manager assigned to the Pico
Power Project, 154 MW combined cycle power plant. In addition, Mr. O'Callaghan has held positions in various
locations throughout North America for the past seven years as a Project Manager for several companies including
NEPCO/ENRON and S & B Engineers in which he was responsible for management of the construction and
operation of several power plants. Mr. O'Callaghan received a Bachelor of Science Degree from the University of
Ulster, Jordanstown in 1981 and is a member of the Mechanical Engineers Institute and the Chartered Engineers
Institute. Mr. O'Callaghan has 29 years of global experience in the power industry including engineering, power
generation, transmission, distribution, operations, commissioning/startup, facility and projects management.
Peter Hervish is the Technical Services Manager of the Light and Power Department responsible for
engineering and operations support. Mr. Hervish has over 25 years of experience in the power industry spanning all
facets of power plant engineering and maintenance. Prior to joining the City in April 2005, Mr. Hervish held several
positions at Progress Energy, Inc., including Manager of Plant Maintenance and Construction Projects and Lead
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Engineer. Prior to his tenure at Progress Energy, Mr. Hervish held several positions at what is now
Siemens/Westinghouse Power Corporation and at Foster -Wheeler Corporation, including Site Installation and
Commissioning Manager, Consortium Site Manager, Project Manager Latin America and Senior Plant Thermal
Systems Engineer. Mr. Hervish holds a Bachelor of Science degree and a Masters degree from the State University
of New York. During his tenure at Siemens/Westinghouse and Foster -Wheeler, Mr. Hervish was granted several
patents and published a number of articles on engineering and plant maintenance/operations.
Carlos Fandino is the Transmission and Distribution Operations and Maintenance Manager of the Light and
Power Department. Mr. Fandino has over 17 years of experience in the Light and Power Department and is
responsible for the day-to-day operations of the electric transmission and distribution facilities. Mr. Fandino holds a
Bachelor of Science Degree in Engineering from the University of Woodbury, magna cum laude.
Krishna Nand has been the Environmental Compliance Manager for the Light and Power Department since
March 2005. Dr. Nand has over 40 years of experience in the area of environmental impacts and permit compliance.
Prior to joining the City, Dr. Nand worked for 20 years at Parsons Engineering, Inc. where he achieved the position
of Senior Project Manager. While at Parsons Engineering, Inc., Dr. Nand was the Application for Certification
Project Manager for the MGS as well as the repowering projects at the Haynes Electrical Generating Station and the
Valley Electrical Generation Station of the Los Angeles Department of Water and Power and for the Glenarm
Electrical Generation Station of the City of Pasadena Water and Power Department. Dr. Nand holds a Masters of
Science and a PhD in Physics, as well as a Bachelor of Science in Physics, Chemistry, and Mathematics, from the
University of Lucknow, India.
Power Supply Resources
General
The Electric System's current power supply resources consist of: (i) the PPTA; (ii) a long-term power
purchase contract with the Southern California Public. Power Authority ("SCPPA") with respect to a portion of
SCPPA's interest in the Palo Verde Nuclear Generating Station ("PVNGS"); (iii) two small gas generating units (the
"H. Gonzales Generating Station") at Station A used for reserve purposes; and (iv) a long-term term contract with
American Electric Power. The City also owns the Johnson & Heinz Diesel Plant consisting of five diesel generator
units installed in 1933, which is currently used only for emergency purposes. [Add discussion of development of
900 MW plant and wind farm land acquisition as appropriate.]
The power supply resources of the Electric System for the past five Fiscal Years are described in the
following table.
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Short -Term Contracts
Actual Energy
Percentage of Total Energy
Long -Term Contracts (2)
Actual Energy
Percentage of Total Energy
SCPPA Palo Verde
Actual Energy
Percentage of Total Energy
Hoover Upgrade
Actual Energy
Percentage of Total Energy
MGS and other City -Owned
Generation (3)
Actual Energy(4)
Percentage of Total Energy
Total Energy
CITY OF VERNON
ELECTRIC SYSTEM
POWER SUPPLY RESOURCES
Fiscal Year Ended June 30
2004
2005
2006
2007
2008
376,996
401,460
522,181
438,270
664,941
28.15%
29.33%
32.54%
25.86%
37.66%
857,600
868,000
356,000
245,600
245,600
64.04%
63.42%
22.18%
14.49%
13.91%
78,785
79,168
65,888
81,260
77,017
5.88%
5.78%
4.11%
4.79%
4.36%
25,752
20,004
24,993
24,732
24,061
1.92%
1.46%
1.56%
1.46%
1.36%
0
0
635,782
904,839
754,108
0.00%
0.00%
39.62%
53.39%
42.71%
1,339,133
1,368,632
1,604,844
1,694,701
1,765,727
t" Term of less than one year.
(2) Term of one year or longer.
(3) - Megawatt hours ("MWhs").
(4) As discussed above in the caption "IMPLEMENTATION OF RESOURCE OPTIMIZATION PLAN," the City
has sold the MGS and entered into a long term contract with the purchaser for 100% of the output from the
Station. See "THE ELECTRIC SYSTEM - Power Supply Resources — Malburg Generating Station —Power
Purchase Tolling Agreement' below. In addition, there was a reduction in actual energy due to shutdown in
September, 2007. See "THE ELECTRIC SYSTEM — Power Supply Resources — Malburg Generating Station —
Operation of Facility to Date" below.
Malburg Generating Station
Description of Facility. The MGS is a 120 MW base load/134 MW full load combined cycle, natural gas -
fired, electric power plant located at Station A. The MGS achieved commercial operation in October 2005. The
MGS includes two Siemens (formerly Alstom) GTXI00 natural gas -fired combustion turbine generators ("CTGs")
known as Malburg Units 1 and 2. Hot exhaust gases from the CTGs are directed to two parallel heat recovery steam
generators ("HRSGs"). Steam from the HRSGs are directed to a steam turbine generator ("STG") known as
Malburg Unit 3. The HRSGs include duct burners to increase steam output and achieve higher levels of power
output from the steam turbine in selected modes of operation. The CTGs are each equipped with an evaporative
inlet air cooler/filter to cool combustion turbine inletairand achieve higher levels of power from the CTGs in
selected modes of operation. The exhaust gases from each HRSG are released to the atmosphere through a 110-foot
high stack. Each CTG and the STG are separate electric generators. Each generator, rated at 13.2 kilo -volts
("kVs"), is connected to the existing 66 kV bus at the Vernon Substation, located at Station A, through three
separate 13.2/66 kV generator step up transformers.
The MGS also includes a new staff parking area, electrical equipment building, cooling tower, condenser, a
gas metering and pressure regulating station, fuel gas compressor skid, water storage tank, and water treatment and
wastewater treatment facilities. There are also pipelines for gas supply, water supply, and wastewater discharge.
The City has [entered into a lease with/provided a license to] Bicent with respect to the land on which the MGS and
related facilities are located.
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Air emission control technology employed at the MGS consists of dry low nitrogen oxide combustors in
the CTGs, with a selective catalytic and CO reduction system in the HRSGs to achieve the Best Available Control
Technology/Lowest Available Emission Rate requirements of the local air quality management district. The MGS
consumes water for cooling tower makeup, steam cycle makeup, the CTG inlet air evaporative cooler, fire
protection, and domestic uses. Reclaimed water supplied by the Central Basin Municipal Water District is the
primary source used for cooling tower makeup and steam cycle makeup. Wastewater discharge from the MGS is
discharged to the existing sanitation districts of the Los Angeles County sewer system via a clarifier and oily water
separator. The MGS is fueled entirely by pipeline quality natural gas. A new looped 10-inch diameter, 1 300-foot
long, lateral natural gas pipeline delivers natural gas to Station A from the local natural gas distribution system of
the City. The City system, in turn, is interconnected to a line at the Spence Street station of the Southern California
Gas Company ("SoCal Gas Company"). While the SoCal Gas company line is rated at a maximum allowable
operating pressure of 720 pounds per square inch'gauge ("psig"), SoCal Gas Company does not guarantee the
delivery pressure. During times of the year when the delivery pressures are less than the required minimum CTG
inlet pressure requirement of 378 psig, three new 50 percent natural gas compressors boost the natural gas pressure
to the minimum required. See "THE ELECTRIC SYSTEM — NATURAL GAS PROCUREMENT" below.
Since October 2005, the City has operated the MGS as a base -load resource to provide energy to serve the
City's electric utility customers. There have been no significant forced outages at the facility since commercial
operations began in October 2005, other than as described below. The MGS is operating with a capacity factor
between 60% and 85%, and has had an availability factor of between 90% and 98%. The Malburg Generating
Station operates 7 days per week and generally 24 hours per day.
Operation of Facility to Date. The City has been operating the MGS since commercial operation
commenced in 2005. Except for a 71 day shutdown in September, 2007 due to equipment failure, the facility has
operated consistently as a baseload plant within warranted heat rates and emissions. The equipment failure was
covered by warranty at no cost, including replacement power, to the City. In the Fiscal Year ended June 30, 2008,
the MGS provided 754,108 megawatt -hours ("MWhs") of energy to the City. As described under "THE
ELECTRIC SYSTEM -- IMPLEMENTATION OF RESOURCE OPTIMIZATION PLAN," the City has sold the
MGS to Bicent, which has assigned its rights to the MGS to BCM. The sale closed on April 10, 2008. Pursuant to
the PPTA, the City has contracted for the capacity and energy of the facility.
Power Purchase Tolling Agreement. Pursuant to the PPTA, the City acquired all of the capacity and
energy of the MGS for a fifteen year term. The term can be extended by Bicent for an additional five years. The
City will dispatch the MGS and will be the Scheduling Coordinator for the transmission of MGS energy over the
CAISO — controlled transmission grid. The City has the right to designate a portion of the MGS capacity and
associated energy to provide resource adequacy for the Electric System and ancillary services. The City's right to
send dispatch notices for the MGS over CAISO-controlled transmission facilities will be subject to any requirements
the City has set for the use of the MGS for resource adequacy or ancillary services and to the operational constraints
of the MGS.
The City is to pay a fixed capacity charge under the PPTA based on the per kilowatt demonstrated capacity
of the MGS. The fixed capacity payments escalate over the term of the PPTA. The amount of MGS capacity on
which the capacity payments is subject to periodic testing and adjustment. If the MGS is not available for specified
hours during specified times of the year, the amount of the capacity payment is adjusted.
The City is to pay a fixed amount (subject to escalation) for each MWh of electricity produced by MGS. In
addition, a change in the heat rate of MGS from the standards specified in the PPTA trigger an adjustment to the
energy charge. If the heat rate improves, BCM will be entitled to additional payments from the City. If the heat rate
deteriorates, the City will be entitled to payments from BCM.
The City will be responsible for supplying the MGS with natural gas. To the extent the City fails to
provide sufficient natural gas, BCM will be excused from providing energy from the MGS in response to dispatched
notices from the City. Except as otherwise provided in the PPTA with respect to scheduled outages and events of
force majeure, in the event a dispatch notice to deliver energy cannot be met by the MGS, BCM may provide
substitute energy. The amount of substitute energy is limited by California law to fifteen percent of the total
contracted energy under the PPTA. In the event BCM cannot satisfy a dispatch notice to provide energy either from
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MGS or with substitute energy, then BCM is obligated to pay the City the costs of replacement energy in accordance
with the PPTA. [Do we need to describe how Vernon dispatches energy from MGS?]
Payments due from the parties under the PPTA are to be made monthly in arrears and payments due from
the parties on any date are to be netted against each other.
Scheduled outages are limited to three hundred thirty-six hours in any contract year except for major
overhauls which permit additional hours of scheduled outage. No scheduled outage is permitted from June 1
through October 31 of each year.
BCM has covenanted in the PPTA to operate, inspect, maintain and repair the MGS in accordance with
applicable law, required permits and good utility practices.
A party's obligation to perform pursuant to the PPTA, other than the obligation to make payments, are to
be suspended when such performance is prevented by an event of force majeure. If the party cannot resume
performance within six months due to the event of force majeure, the other party may terminate the PPTA with no
payment obligation other than for accrued amounts.
The PPTA limits the amount of BCM's debts secured by a security interest in, or mortgage on, the MGS.
The City has a security interest in and mortgage on the MGS to secure amounts owed to it under the PPTA. The
City's security interest and mortgage is subordinate to the security interest and mortgage granted by BCM to lenders
in connection with its financing of the purchase of the MGS. Under the PPTA, BCM is to take the actions specified
in the PPTA to establish and continue the City's security interest in, and mortgage on, the MGS.
Events of default under the PPTA applicable to both parties are: a failure to make a payment due
thereunder within ten days of notice; any materially false or misleading representation or warranty; unexcused
failure to perform a material covenant or obligation (other than those constituting a separate event of default) within
fifteen days of notice; a bankruptcy event (as defined in the PPTA); or a merger, transfer of assets or consolidation
occurs and the resulting surviving or transferee entity fails to assume obligations under the PPTA to the satisfaction
of the other party. Events of default under the PPTA with respect to BCM are to be: unless otherwise excused
under the PPTA, failure of MGS to maintain capacity at specified a level for a specified time; failure to provide
required credit support; BCM sells, or enters into a contract to sell, capacity or energy of the MGS to an entity other
than the City; or BCM assigns the PPTA in violation of its terms. Upon the occurrence of an event of default, the
non -defaulting party can designate an early termination date for the PPTA with all events of default other than a
failure to pay amounts due under the PPTA or a bankruptcy event requiring an opportunity to cure. If an early
termination date for the PPTA is established, the defaulting party is to pay the other party its economic loss, if any,
as a result of such termination plus costs.
SCPPA Palo Verde Nuclear Generating Station Interest
General. PVNGS is located approximately 50 miles west of Phoenix, Arizona. PVNGS consists of three
nuclear electric generating units (numbered 1•, 2 and 3), with a design electrical rating of 1,333 MWs (unit 1), 1,336
MWs (unit 2) and 1,269 MWs (unit 3). PVNGS's combined dependable capacity is 3,872 MWs and its combined
maximum capacity is 3,938 MWs. Each PVNGS generating unit is designed for a 40-year life and operates under
40-year Full -Power Operating Licenses from the Nuclear Regulatory Commission (the "NRC") expiring in 2024,
2025 and 2027, respectively. Arizona Public Service Company ("Arizona Public Service") is the operating agent for
PVNGS. After the construction and maintenance discussed below is complete, the PVNGS generating units will
have a design electrical rating of 3,938 MWs and a combined dependable capacity of 3,872 MWs. For the fiscal
year ended June 30, 2008, PVNGS provided over 77,000 MWhs of energy to the Electric System. The City has a
4.90% generation entitlement interest in the 5.91% ownership share of PVNGS that belongs to SCPPA through its
"take -or -pay" power contract with SCPPA (totaling approximately 11 MWs of dependable capacity), a joint powers
authority in which the City participates. Co -owners of PVNGS include Arizona Public Service; the Salt River
Project Agricultural Improvement and Power District, a political'subdivision of the State of Arizona, (the "Salt
River Project"); Edison; El Paso Electric Company; Public Service Company of New Mexico; SCPPA; and the City
of Los Angeles.
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Construction and Maintenance. As a result of stress corrosion cracking, the owners of PVNGS approved
the replacement of two steam generators in each of its generating units, to provide for the continued use of the units
to the end of their projected 40-year life. hi 2003, generating unit 2 underwent a replacement of steam generators
and low-pressure turbine rotors, which resulted in an increase in power output of 68 MWs. In 2005, generating unit
1 underwent a similar replacement, which resulted in an increase in power output of 71 MWs. The steam generators
for generating unit 3 also experienced stress corrosion cracking and are expected to be replaced together with the
low-pressure turbine rotors in 2008. A power output increase similar to generating units 1 and 2 is expected. Due to
anticipated cracks, the PVNGS owners approved the replacement of the reactor vessel heads in all three generating
units beginning in 2009. In February 2007, the NRC increased the monitoring of PVNGS by placing it into
Category 4 of regulation for nuclear power units, making it one of the most monitored nuclear power plants in the
United States. The decision was made after the NRC discovered that electrical relays in a diesel generator did not
function during tests in July and September of 2006. Management and operational changes are being implemented
at PVNGS.
PVNGS's cooling water reservoirs and evaporation ponds show significant degradation. Such degradation,
if not remedied, could allow liquid discharge in violation of PVNGS's aquifer protection permit and thereby impact
the continuous operation of PVNGS. PVNGS constructed a new water reservoir and put it into service in 2007. The
owners of PVNGS have approved the relining of the prior cooling water reservoir and relining is in progress. The
current evaporation ponds are almost full and the owners of PVNGS have approved the construction of a new
evaporation pond, which is required to expand capacity for the storage of waste water.
The City is responsible for its share of the costs of all the items described above.
Decommissioning Costs. Without extension of the operating licenses, the PVNGS generating units will be
decommissioned shortly after the operating licenses expire. The owners of PVNGS have created external accounts
to fund the costs of decommissioning PVNGS. Based on a 2004 estimate, which is the most recent estimate of
decommissioning costs, the City estimates that its share of the amount required for decommissioning PVNGS is
100% funded. Such estimates are based on certain assumptions as to decommissioning costs and investment returns.
No assurance or guarantee can be given that anticipated investment will be sufficient to fully fund the City's share of
decommissioning PVNGS costs.
Nuclear Waste Storage and Disposal. Generally, federal and state efforts to provide adequate interim and
long-term storage facilities for low-level and high-level nuclear waste have proven unsuccessful to date. Although
federal and state efforts continue with respect to such storage and disposal facilities, the City is not able to predict.
the schedule for the permanent disposal of radioactive wastes generated at PVNGS. Arizona Public Service, which
currently stores spent nuclear fuel in on -site pools near the units, has advised the City (through SCPPA) that until a
permanent repository for high-level nuclear waste is developed by the federal government becomes available,
additional on -site spent fuel storage is required by using dry casks similar to those currently used at 18 other nuclear
plants. Since the spent fuel pools ran out of storage capacity, an Independent Spent Fuel Storage Installation was
built to provide additional spent fuel storage at the site while awaiting permanent disposal at a federally developed
facility. The installation uses dry cask storage and was designed to accept all spent fuel generated by PVNGS
during its lifetime. As of June 30, 2007, 54 casks, each containing 24 spent fuel assemblies, have been put into
storage in the Independent Spent Fuel Storage Installation.
Arizona Public Service ships all of its low-level radioactive waste to available disposal sites in Utah and
South Carolina. In August 1995, a storage facility for low-level radioactive materials was opened at PVNGS to
allow temporary on -site storage in case the disposal sites are not available. Arizona Public Service estimates that the
storage facility has sufficient storage capacity to store up to nine years of low-level radioactive waste produced at
PVNGS and that it could be expanded to allow for additional storage of low-level waste until the end of operation of
PVNGS.
Hoover Uprating Program
General. The City participated in the Hoover Uprating Project. The Hoover Uprating Project consists
principally of the uprating of the capacity of 17 generating units at the hydroelectric power plant (the "Hoover
Plant") of the Hoover Dam, located approximately 25 miles from Las Vegas, Nevada. Modern insulation
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technology made it possible to "uprate" the nameplate capacity of the existing generators. The U.S. Bureau of
Reclamation (the "Bureau") owns and operates the Hoover Dam facility and the United States Department of
Energy Western Area Power Association markets the power from the facility. The City has a Contract for Electrical
Services (the "CES") with Western pursuant to which the City made an upfront payment for its share of the
construction cost of the Hoover Upgrading Project, is entitled to approximately 22 MWs of capacity (calculated
based on 1.1% of 1,951 MWs of total contingent capacity) and 28,000 MWhs of associated energy annually from
the Hoover Upgrading Project through 2017. The City is responsible for its share of the operating costs of the
facility.
Drought Conditions. Due to recent drought conditions and low lake levels, the City's capacity entitlement
at the Hoover Plant was reduced to 17 MWs (calculated based on 1.1 % of 1,546 MWs available capacity.)
Environmental Considerations. The lower Colorado River has been included in a critical Habitat
Designated Area which required the Bureau of Reclamation to prepare and file with the United States Fish and
Wildlife Service a Biological Assessment on the effect of its operations of the lower Colorado River on endangered
species therein. Thereafter, the United States Fish and Wildlife Service issued a Biological and Conference Opinion
regarding the Bureau of Reclamation's operations and outlined remedial actions to be taken to correct adverse
effects to endangered species. Such remedial actions could affect the operation of the Hoover Plant, which would in
turn affect the Hoover Plant customers, such as the City. The City believes that any effect on future operations will
be minor; however there is a possibility that a "worst -case" scenario could reduce the Hoover Plant customers'
available capacity from the Hoover Plant by approximately 75%. The Hoover Plant customers, such as the City,
together with certain other parties, are working on a plan in cooperation with the Bureau of Reclamation and the
United States Fish and Wildlife Service to mitigate operational scenarios that would negatively affect the Hoover
Plant customers and the other parties.
Hoover Contract for Differences. At the time of the closing of the sale of the MGS (See "THE ELECTRIC
SYSTEM — IMPLEMENTATION OF RESOURCE OPTIMIZATION PLAN"), the City entered into the Hoover
Differences Contract with BCH. The Hoover Differences Contract generally provides for the City's swapping the
economic benefits and burdens under the CES for fixed energy and capacity payments. For each month through
September 2017, a monthly payment (the "Monthly Swap Payment") is to be determined. The Monthly Swap
Payment is calculated by netting the City payments for capacity and energy under the CES for the month against
specified fixed (subject to escalation) energy and capacity prices. To such netted amount certain credits under the
CES are added and certain payments under the CES are subtracted. if the resulting Monthly Swap Payment is a
positive number, the City is to pay this amount to BCH. If the resulting Monthly Swap Payment is a negative
number, BCH is to pay the absolute value of this amount to the City.
Payments under the Hoover Differences Contract are to be made monthly and amounts due from each of
the parties under the Hoover Differences Contract for any month are to be netted against each other.
Events of default under the Hoover Differences Contract applicable to both parties are: a failure to make a
payment due thereunder within ten days of notice; any materially false or misleading representation or warranty;
unexcused failure to perform a material covenant or obligation (other than those constituting a separate event of
default) within fifteen days of notice; a bankruptcy event (as defined in the Hoover Differences Contract); or a
merger, transfer of assets or 'consolidation occurs and the resulting surviving or transferee entity fails to assume
obligations under the Hoover Differences Contract to the satisfaction of the other party. Events of default under the
Hoover Differences Contract with respect to City are to be: a tennination of the CES by the City or a termination of
the CES due to a default or any other action by the City.
Upon the occurrence of an event of default, the non -defaulting party can designate an early termination date
for the Hoover Differences Contract with all events of default other than a failure to pay amounts due under the
Hoover Differences Contract or a bankruptcy event requiring an opportunity to cure. If an early termination date for
the Hoover Differences Contract is established, the non -defaulting party is to calculate an amount equal to the
present value of its loss or gain (exclusive of costs) resulting from the termination of the Hoover Differences
Contract. Any such loss (plus costs) is to be paid by the defaulting party to the non -defaulting party. Any such gain
(less costs) is to be paid by the non -defaulting party to the defaulting party.
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If the CES is terminated by Western other than as a result of a default or other action by the City, the
Hoover Differences Contract will automatically terminate and no payments by either party will be due as a result of
such termination.
Power Purchase Agreements
Long -Term Power Contracts. The City has one fixed -price contract with American Electric Power for the
purchase of power for the on -peak period. The amount of power to be delivered under such contract decreases over
time from [50] MWs on -peak at the beginning of calendar year 2008 to 25 M Ws on -peak by the end of calendar year
2010. This contract is in the form of the Western Systems Power Pool power purchase agreement.
Short -Term Power Contracts. The City expects to provide power for the Electric System's load
requirements that are not met from its own resources (including the power purchased from Bicent pursuant to the
PPTA) or from the long-term power purchase contract described above through short-term power purchases. The
cost of power under such contracts will vary depending on then existing market conditions, which can be affected by
a number of factors.
Reserve Generating Facilities
H. Gonzales Generating Station. The City owns the H. Gonzales Generating Station consisting of two gas
turbine units located at Station A with each unit having a net capacity of 5.5 MW. The two units are used for
peaking purposes and are not expected to be used more than 500 hours per year. Each of the units are restricted to
run on natural gas for no more than six hours per day or on diesel fuel for no more than five hours per day.
Johnson & Heinz Diesel Plant. The City owns the Johnson & Heinz Diesel Plant consisting of five diesel
generator units installed in 1933. Each unit has a net capacity of 3.5 MW for a total net capacity for the plant of
17.5 MW. One of the units is currently inoperable. The other four units are currently used only for emergency
purposes. These units operate very few hours per year with an operational restriction of 199 hours each per year.
The Johnson & Heinz Diesel Plant is located at the City's existing Station A.
Transmission Resources
The City had an undivided percentage ownership interest in the Mead -Phoenix Transmission Project, an
approximately 250-mile, 500 kV AC transmission line extending from Phoenix, Arizona to Boulder City, Nevada,
and related facilities and equipment. The City had an undivided percentage ownership interest in the Mead-
Adelanto Transmission Project, an approximately 200-mile, 500 kV AC transmission line extending from Adelanto,
California to Boulder City, Nevada, and related facilities and equipment. The City also had an undivided percentage
ownership interest in the California -Oregon Transmission Project, a 339 mile, 500 kV AC transmission line between
southern Oregon and central California.
As more particularly described under "IMPLEMENTATION OF RESOURCE OPTIMIZATION PLAN"
above, the City entered into agreements to sell all of its transmission assets. Pursuant to the TANC Agreement, the
City sold its interests in the California -Oregon Transmission Project. Pursuant to the Starwood Agreement, the City
sold its interests in the Mead-Adelanto Transmission Project and the Mead -Phoenix Transmission Project. To the
extent the City does not satisfy its load requirements from generation resources located in the City, the City will
arrange for transmission of electric energy through the CAISO.
Due to the transfer of its transmission assets, the City is no longer a Participating Transmission Owner
("PTO") in the CAISO and will no longer receive a Transmission Revenue Requirement from the CAISO.
Interconnection and Distribution Facilities
The Electric System is interconnected with the Edison system at the Laguna Bell substation. The City
owns the facilities for the distribution of electric power within the city limits of the City, which includes
approximately 30 miles of 66kV power lines (of which approximately 5% are underground), and approximately 125
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miles of 7kV power lines (of which approximately 15% are underground). The Electric System has eight active
primary substations, three of which are dedicated customer substations and five are regular distribution substations.
The City is implementing a multi -year Electric System Distribution System Master Plan to replace older facilities
and to upgrade the distribution system. See "THE ELECTRIC SYSTEM — CAPITAL REQUIREMENTS."
Natural Gas Procurement
Since 1988, the City has provided for the acquisition and delivery of natural gas to Station A to serve the
H. Gonzales gas units. The City obtains the natural gas for the MGS and the H. Gonzales Station through its Gas
Department.
Gas Supply Agreement. As described under "THE ELECTRIC SYSTEM — Revenue Obligations — Gas
Supply Agreement with the Authority," in June 2006, the Authority purchased a fifteen -year prepaid supply of
natural gas (the "Gas Supply") from Citigroup Energy Inc. (the "Gas Supplier") pursuant to an agreement for the
purchase and sale of natural gas (the "Gas Purchase Agreement"), between the Authority and the Gas Supplier. The
Gas Supplier's payment obligations under the Gas Purchase Agreement are guaranteed by its parent, Citigroup, Inc.
pursuant to a Guarantee dated as of June 27, 2006 (the "Guarantee"). The Gas Purchase Agreement providesfor
monthly volumes with an average of approximately 16,000 MMBtu/d (October to June) and 17,300 MMBtu/d (July
to September), with the price fixed at approximately $6.45 per MMBtu. The City has entered into a commodity
price swap agreement with Soci6t6 Generale so that the price of 25% of the gas purchased under the Gas Purchase
Agreement is at the NGI/SoCal index. Pursuant to the Natural Gas Purchase Agreement, dated as of June 1, 2006,
by and between the Authority and the City (the "Gas Supply Agreement"), the Authority assigned, sold and
transferred to the City the Authority's rights under the Gas Purchase Agreement and the Guarantee.
The City has covenanted in the Gas Supply Agreement to apply the moneys in the Light and Power Fund to
the payment of Operation and Maintenance Expenses then due and payable, which include the Bond Payments, the
Qualified Swap Payments, the Bank Payments, the Additional Gas Payments and all other amounts due under the
Gas Supply Agreement, before applying such moneys to any other purpose set forth in the Indenture, including
payment of debt service with respect to obligations payable from Electric System net revenues. Under certain
circumstances, the swap agreements may be terminated and the Authority may be required to make payments to the
swap providers. In the event of early termination of any of the swap agreements, there can be no assurance that
(i) the Authority will receive any termination payment payable to the Authority by the respective swap providers,
(ii) the Authority or the City will have sufficient amounts to pay any termination payment payable to the respective
swap providers, or (iii) the Authority will be able to obtain a replacement swap agreement with comparable terms.
Note 7 in the financial statements of the City for fiscal year ended June 30, 2007 contains a more comprehensive
discussion with regard to the swap agreements. See APPENDIX A — "AUDITED FINANCIAL STATEMENTS OF
THE CITY FOR THE FISCAL YEARS ENDED JUNE 30, 2007 AND JUNE 30, 2006."
Power Purchase Toll Agreement for MGS. As part of the sale of the MGS, the City entered into the PPTA,
pursuant to which the City acquired the rights to the capacity and energy of the MGS for the tern of the PPTA. See
"POWER SUPPLY RESOURCES — Malburg Generating Station — Power Purchase Tolling Agreement." Pursuant
to the PPTA, the City has the right to dispatch the MGS but must provide the natural gas necessary to produce the
electric energy. Due to restrictions stemming frorn the tax-exempt financing for the Gas Supply, the City is not able
to use the Gas Supply as the fuel delivered to the MGS pursuant to the PPTA. As a consequence, the City plans to
utilize the Gas Supply to serve retail customers of City's Gas System (other than MGS) by selling the gas to the Gas
Department and to sell any excess gas in the market. The City expects to apply the proceeds of the sale of the Gas
Supply to pay for power and energy for the Electric System under power purchase contracts other than power
purchase contracts in place at the time of the sale of the MGS. The City would then apply amounts in the Light and
Power Fund to the purchase from the market of the gas necessary to operate the MGS.
Recent Developments Affecting the Power Supply
The City relied on power purchase contracts to provide over percent of the energy delivered by
the Electric System in the Fiscal Year ended June 30, 2008 [How do we calculate Hoover/PV/AEP/ST/Etc.?]. The
City anticipates relying on power purchase contracts to provide for any growth in its customer load. A number of
actions have recently been taken by government officials and regulators which have an impact of the amount of
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power the City must have available to have resource adequacy and the nature of generation resources which the City
must include in its resource base. Certain elements of these actions are described below.
Resource Adequacy
On February 9, 2006, the CAISO filed with FERC its Market Redesign and Technology Upgrade
("MRTU") tariff amendment to implement a comprehensive overhaul of the electricity markets administered by the
CAISO. The MRTU is intended, among other things, to ensure that the CAISO has sufficient capacity available to
maintain reliability on the CAISO grid. The MRTU requires that all scheduling coordinators for all load -serving
entities ("LSEs"), which include the City, meet standards concerning forward capacity and energy procurements to
meet their load requirements. On September 21, 2006, FERC issued an order conditionally accepting the CAISO's
MRTU filing.
In September 2005, the Governor signed into law AB-380, which requires the California Public Utilities
Commission (the "CPUC") to establish resource adequacy requirements for all LSEs within the CPUC's
jurisdiction. Municipally -owned utilities such as the City's Electric System, were not included in AB-380. In
addition, AB-380 requires publicly -owned utilities to procure adequate resources to meet their peak demands and
reserves. In October 2005, the CPUC issued a decision stating that LSEs under its jurisdiction would be required,
by June 2006, to demonstrate that they have acquired capacity sufficient to serve their forecast retail customer load
plus a 15-17% reserve margin. [Did AB-380 also require Energy Comm. to adopt resource adequacy requirement
for municipalities?]
On March 13, 2006, the CAISO filed with FERC a tariff amendment to establish an Interim Reliability
Requirements Program (the "IRR Program"). The IRR Program incorporates the CPUC's resource adequacy
requirements into the CAISO Tariff and maintains these requirements until the MRTU Tariff amendment is
implemented. The CAISO's FERC filing would impose the IRR Program requirements on LSEs that are not CPUC
jurisdictional entities such as the City. On May 12, 2006, FERC approved, for the most part, the CAISO's IRR
Program filing.
The City is unable at this time to predict the impact of these filings and decisions on the City and the
California electric utility industry generally. However, due to system requirements, a systematic regular planning
process to meet these requirements, and successful implementation of a strategic resource plan, the City believes it
has sufficient power resources to satisfy the system capacity requirements as required by MRTU, AB-380 and the
IRR Program.
Resource Mix
SB-1368 (Chapter of the Laws of 200) provides for a restriction on the negotiation of contracts with
potential baseload fossil fuel electric generating resources that exceed the rate of emissions for greenhouse gases for
existing combined -cycle natural gas baseload generation and seeks to allow the California State Energy Resources
and Conservation and Development Commission (the "CEC") to establish a regulatory framework necessary to
enforce the greenhouse gas emission performance standard for publicly -owned utilities. The CEC adopted
regulations establishing the same standards as were adopted by the CPUC with respect to California's investor -
owned utilities (the "IOUs") under SB-1368.
SB-1037 requires that each publicly owned electric utility prior to procuring new energy generation
resources, first acquire all available energy efficiency, demand reduction, and renewable resources that are cost
effective, reliable and feasible. SB-1037 also requires each municipal electric utility to report annually to its
customers and to the CEC its investment in energy efficiency and demand reduction programs.
SB-1078 requires that the California IOUs adopt a renewable portfolio standard ("RPS") to meet a
minimum of 1 % of retail energy sales needs each year from renewable resources and to meet a goal of 20% of their
retail energy needs from renewable energy resources by the year 2017. SB-107 advances this date to 2010.
SB-1078 also directed the State's municipal electric utilities to implement and enforce a RPS that recognizes the
intent of the Legislature to encourage development of renewable resources, taking into consideration the impact of a
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utility's standard on rates, reliability, financial resources, and the goal of environmental improvement. The City has
adopted an RPS as required by SB-1078.
SB-107, which accelerates the State's RPS to require retail sellers of electricity (excluding municipal
utilities) to procure at least 20% of their retail sales from renewable power by 2010 instead of 2017. Municipal
utilities are requested by the legislation to similarly accelerate their RPS goals.
Since the implementation of SB-1078, the CPUC and the CEC have taken a number of actions that have
had an impact on the renewable energy goals set by the legislation. These actions seek primarily to accelerate the
time line for meeting the renewable resource development goals and to provide additional standards for future
extension of the goals. In order to overcome the challenges associated with meeting accelerated renewable portfolio
goals, the CPUC and the CEC supported the implementation of a renewable energy certificate trading system to
meet the accelerated renewable portfolio goals, but that system is not yet in effect. Proceedings at the CPUC are in
progress that are investigating the potential use of tradable renewable energy certificates for use by Community
Choice Aggregators and Energy Service Providers in order to facilitate meeting the accelerated renewable portfolio
goal. Pursuant to SB-1078, the CEC collaboratively with the Western Governors' Association and the Western
Electricity Coordinating Council has undertaken the development and establishment of the Western Renewable
Energy Generation Information System, which will be used to ensure the integrity of renewable energy certificates
and prevent the double counting of the certificates. The tracking system has been operational since late 2007.
AB-2021 is intended to enable the State to meet its goal of reducing total forecasted electrical consumption
by ten percent over the next ten years. AB-2021 requires municipal electric utilities on or before September 30,
2007 and by June 1 of every third year thereafter, to identify all potentially achievable cost-effective electricity
efficiency savings and to establish annual targets for energy efficiency savings and demand reduction over the next
10 years and to report those targets to the CEC within 60 days of adoption. In accordance with A13-2021, the City
adopted energy efficiency "goals" or targets.
SB-1 (also known as the "California Solar Initiative") requires municipal utilities to establish a program
supporting the stated goal of the legislation to install 3,000 MW of photovoltaic energy in California. Municipal
utilities are also required to establish eligibility criteria in collaboration with the CEC for the funding of solar energy
systems receiving ratepayer funded incentives, which would be established through a public process no later than
January 1, 2008. The City established its energy efficiency and solar photovoltaic program and goals in accordance
with the California Solar Initiative. The legislation gives a municipal utility the choice of selecting an incentive
based on the installed capacity, starting at $2.80 per watt, or based on the energy produced by the solar energy
system, measured in kilowatt-hours. Incentives would be required to decrease at a minimum average rate of 7% per
year. Municipal utilities also have to meet certain reporting requirements regarding the installed capacity, number
of installed systems, number of applicants, and awarded incentives.
[Remainder of Page Intentionally Left Blank]
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Capital Requirements
The City expects capital requirements for the Electric System for the five Fiscal Years ended June 30, 2008
through 2012 to aggregate approximately $ million. The capital requirements consist primarily of upgrades,
improvements and extensions of the Electric System's distribution system, switchyards and transmission
interconnection facilities. The City expects to fund these requirements from funds in the Light and Power Fund and
the proceeds of approximately $40,000,000 principal amount of the City's Electric System revenue bonds expected
to be issued in Fiscal Year 20 . See "THE ELECTRIC SYSTEM — REVENUE OBLIGATIONS — Electric
System Revenue Bonds." The following table lists the expected annual capital requirements for the Electric System
for the five Fiscal Years ended June 30, 2008 through 2012:
Capital Requirements
Fiscal Year
(in thousands)
2008
$ 10,500
2009
9,400
2010
9,300
2011
10,600
2012
Total
[Remainder of Page Intentionally Left Blank]
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Retail Energy Sales
Customers, Retail Energy Sales Revenues and Demand
The average number of customers, retail kWh sales and revenues derived from retail sales, by classification
of service, and peak demand during the five Fiscal Years June 30, 2004-2008, are listed below.
CITY OF VERNON
ELECTRIC SYSTEM
CUSTOMERS, RETAIL SALES, REVENUES AND DEMAND
Fiscal Years Ended June 30
2004
2005
2006
2007
2008
Number of Customers:
Residential
26
30
29
28
26
Commercial
1,020
995
1,048
1,150
1,012
Industrial
858
837
810
707
577
Other
157
182
161
81
77
Total Customers(l)
2,061
2,044
2 04g
L966
1.692
Kilowatt -Hour Sales (in Millions):
Residential
0.1
0.1
0.1
0.1
0.1
Commercial
280.4
258.2
296.2
331.1
344.4
Industrial
898.5
852.5
848.1
842.3
876.1
Other
12.7
12.8
12.6
11.7
11.4
Total kWh Retail Sales
1.191.7
1,123.6
1,157.0
L185.2
1. 332.0
Revenues from Sale of Retail Energy
($000's):
Residential $ 7 $ 7 $ 8 $ 8 $ 7
Cotmnercial 24,329 22,955 29,063 29,446 31,978
Industrial 63,838 63,190 65,600 66,751 71,829
Other 891 1,208 1,345 1,206 1,223
Total Revenues from Sale of Energy(2)S 89,067 87,360 96 016 97,411 105 03
Peak Retail Demand (MW) 194.4 195.9 195.1 206.3 206.0
t Some businesses have more than one meter. The City considered each meter to be a customer in the Fiscal
Years ended June 30, 2004-2007. For the Fiscal Year ended June 30, 2008, the City based the number of
customers on the number of customer accounts, rather than the number of meters.
(2) Excludes 2.85% AB 1890 public benefit surcharge pursuant to Section 385 of the California Public Utilities
Code.
Largest Customers
The Electric System's ten largest customers (by electricity usage) for the Fiscal Year ended June 30, 2008
accounted for approximately 34.6% of the Electric System's energy sales for such period, and the Electric System's
15 largest customers accounted for approximately 41.6% of the Electric System's energy sales for such period. The
table below sets forth such ten largest customers (by electricity usage) for the Fiscal Year ended June 30, 2008.
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CITY OF VERNON
ELECTRIC SYSTEM
TEN LARGEST CUSTOMERS
For Fiscal Year Ended June 30,
2008
In Vernon
Business Name
Since
Type of Business
Matheson Tri-Gas
2006
Chemical Processing
Owens Illinois Inc.
1944
Container Packaging
Clougherty Packing Co.
1944
Food Processing
Rehrig Pacific Co.
1973
Plastic Products
Overhill Farms, Inc.
1991
Food Processing
Service Packing (United Food Group)
1974
Food Processing
PABCO Paper Products Co.
1957
Building Materials
Exide Techonologies
1964
Environmental Recycling
U.S. Growers Cold Storage, Inc.
1974
Cold Storage
PWP Industries
2001
Plastic Products
Electric Rates
General
The Electric System's retail rates are established by the City Council and are not subject to regulation by
the California Public Utility Commission or any other state agency. See "THE ELECTRIC SYSTEM — RATE
REGULATION" herein. The Electric System provides no free service. The retail rates include a 3% surcharge for
payments in lieu of franchise tax to the City's General Fund and the 2.85% public benefits surcharge under AB
1890. [Please provide explanation of how this is paid.]
Prior to the addition of the AB 1890 public benefits surcharge to the rates in 1998, the rates had not been
adjusted by the City Council since 1984. Since July 1, 2000, the rates have been increased six times as indicated in
the table below.
CITY OF VERNON
ELECTRIC SYSTEM
PERCENTAGE CHANGE IN
ELECTRIC RATES
Effective Date
December 1, 2007
November 1, 2006
June 1, 2005
November 1, 2003
May 1, 2001
October 1, 2000
July 1, 2000
Average Percent Increase
in Rate
5.00%
5.00
4.70
3.00
19.00
9.75
16.00
The City has established a Fuel Cost Adjustment Billing Factor (the "FCABF") in connection with the cost
of natural gas related to power generation and purchases. The FCABF went into effect on July 1, 2008 and will be
added to all retail customer bills based on electrical consumption. The FCABF will add an amount to each retail bill
to recover the excess over $7.50 per MMBtu the City pays for natural gas and the embedded cost of natural gas in
power purchased by the City.
The table below sets forth the average billing price per kilowatt-hour of the Electric System's various
customer classes for the periods indicated.
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CITY OF VERNON
ELECTRIC SYSTEM
AVERAGE BILLING PRICE
(CENTS PER KILOWATT-HOUR)
Fiscal Year Ended June 30,
2004 2005 2006
2007
2008
Residential
4.96 5.06 5.58
5.57
5.72
Commercial
9.86 8.89 8.46
8.64
9.29
Industrial
6.81 7.41 7.74
7.70
8.20
Other
11.03 9.44 10.64
10.01
10.73
Weighted Average
7.47 7.78 7.95
7.98
8.53
All electric bills are due and payable on the date of billing and become delinquent 20 days thereafter. If
such bills remain unpaid on the 35th day after billing, all electric services are subject to termination until all fees,
charges, penalties and the entire delinquent balance have been paid.
The City considers its write offs for uncollectible accounts to be low by electric utility industry standards
for urban areas. The write offs for uncollectible accounts have been less than 0.1 % over the last five Fiscal Years.
CITY OF VERNON
ELECTRIC SYSTEM
UNCOLLECTIBLE ACCOUNTS
Fiscal Year
Uncollectible
Percent of
Ended June 30
Revenues
Gross Billings
2004
$48,435
0.054%
2005
46,499
0.053
2006
55,971
0.057
2007
70,774
0.068
2008
79,246
0.073
Revenue Obligations
Interest Rate Swap Agreements
In connection with certain of the 2004 Revenue Bonds, the City entered into three interest rate swap
transactions with Morgan Stanley Capital Services Inc. ("Morgan Stanley"). For more information concerning these
swap transactions, see Note 7, "Bond Interest Rate Swap Agreements — Variable to Fixed Swap — 2004 Series A
Bonds," "—Variable to Fixed Swap — 2004 Series B Bonds" and "Variable to Fixed Swap — 2004 Taxable Series D
Bonds," in the Basic Financial Statements, City of Vernon, for the Fiscal Year Ended June 30, 2007 included in
Appendix A.
In connection with the acquisition of the Gas Supply under the Gas Supply Agreement, the Authority has
entered into five interest rate swap transactions with Citibank, N.A. New York (one relates to the 2006 B and C
Bonds and one relates to each of the four Subseries of the 2006A Bonds). The Authority is to make its payments
under such interest rate swap transactions from Revenues paid by the City under the Gas Supply Agreement.
The City anticipates terminating all of the swap transactions with Morgan Stanley and the swap transaction
with Citibank, N.A. New York related to the 2006 B and C Bonds upon issuance of the 2008 Bonds. The City
expects to pay any Termination Payments required of the City on such termination, from the proceeds of the 2008
Bonds. There can be no assurances given that the City will have sufficient funds to terminate such interest rate swap
transactions as currently planned.
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Natural Gas Commodity Price Swap
In July 2006, the City entered into a natural gas commodity price swap transaction with Soci6t6 G6n6rale
with a notional amount equal to twenty-five percent of the monthly quantity of natural gas supplied under the Gas
Purchase Agreement. Under this swap transaction, the City receives a fixed price and pays a variable price based on
an indexed price of natural gas. For more information concerning this swap transaction, see Note 7, "Bond Interest
Rate Swap Agreements — Natural Gas Commodity Swap" in the Basic Financial Statements, City of Vernon, for the
Fiscal Year Ended June 30, 2007 included in Appendix A.
Power Sales Contract with SCPPA for PVNGS
As described under "THE ELECTRIC SYSTEM — POWER SUPPLY RESOURCES — SCPPA Palo Verde
Nuclear Generating Station Interest," the City has a 4.90% entitlement interest (11.03 MW) in SCPPA's ownership
interest in the PVNGS. The City has entered into a power sales contract with SCPPA (the "PVNGS Contract"),
which provides the City with its share of capacity and energy from PVNGS. Under the PVNGS Contract, the City is
obligated to pay its share of SCPPA costs associated with PVNGS, including operation and maintenance costs and
debt service on SCPPA bonds issued for the project. The City's payment obligations under the PVNGS Contract are
on a "take -or -pay" basis, that is the City is required to make the payments whether or not the output of PVNGS is
interrupted, suspended or terminated. The City's payment obligations under the PVNGS Contract are required to be
treated as operation and maintenance expenses under the Indenture and any future electric revenue bond indenture or
contract. The PVNGS Contract provides that under certain circumstances, the City's share of entitlement to the
output of PVNGS and its related payment obligations can be increased to compensate for failures by other SCPPA
participants in PVNGS to meet their obligations under contracts with SCPPA in connection with the project. As of
June 30, 2008, SCPPA had $ principal amount of bonds outstanding for PVNGS and the City had a
4.90% entitlement to SCPPA's ownership interest in PVNGS.
Gas Supply Agreement with the Authority
As described above, the Authority has acquired the Gas Supply from the Gas Supplier pursuant to the Gas
Purchase Agreement. Pursuant to the Gas Supply Agreement, the Authority assigned, sold and transferred to the
City the Authority's rights under the Gas Purchase Agreement and the Guarantee. Under the Gas Supply
Agreement, the City is obligated to make certain payments, including payments sufficient to pay when due debt
service on the Authority's bonds issued in connection with the Gas Supply, certain swap agreements the Authority
has entered into, and payments to the Gas Supplier under the Gas Purchase Agreement. The City's payment
obligations under the Gas Purchase Agreement are on a "take -or -pay" basis, that is the City is required to make the
payments whether or not the supply of gas under the Gas Purchase Agreement is interrupted, suspended or
terminated. The City's payment obligations under the Gas Supply Agreement are required to be treated as operation
and maintenance expenses under the Indenture and any future electric revenue bond indenture or contract. As of
August , 2008, the Authority had $387,145,000 principal amount of bonds outstanding for the Gas Supply and
had five interest rate swap transactions and one commodity price swap transaction. The City intends to cause the
Authority to terminate the interest rate swap transaction relating to the 2006 B and C Bonds and to pay any amount
due the counterparty as a result of such termination from the proceeds of the 2008 Bonds. See "THE ELECTRIC
SYSTEM — Revenue Obligations — Gas Supply Agreement with the Authority." In the Fiscal Year ended June 30,
[2007], the City paid $[35,302,661] under the Gas Supply Agreement.
Summary of Operating Results
A summary of operating results for the City's Electric System for the five Fiscal Years 2003 through 2007,
as well as for the nine month periods ended March 31, 2007 and 2008 is shown in the following table. This
summary was prepared by the City from information derived from its audited annual financial statements for Fiscal
Years 2003 through 2007 and from unaudited information for the nine month periods ended March 31, 2007 and
2008.
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CITY OF VERNON
ELECTRIC SYSTEM
SUMMARY OF OPERATING RESULTS
Fiscal Years Ended June 30t1)
2003 2004 2005 2006 2007
Operating Revenues:
Electric Sales(') $101,393,301 $107,052,500 $110,484,896 $132,565,018 $138,057,770
Total Operating Revenues $101,393,301 $107,052,500 $110,484,896 $132,565,018 $138,057,770
Operating Expenses:
Cost of Sales
$80,683,554
$88,755,276
$88,592,068
$127,551,769
$111,946,823
In Lieu of Franchise Tax
2,728,886
2,686,035
2,622,352
2,788,933
3,147,704
Total OperatingExpenses(4)
$83,412,440
$91,441,311
$91,214,420
$130,340,702
$115,094,527
Operating Income
$17,980,861
$15,611,189
$19,270,476
$2,224,316
$22,963,243
Nonoperating Revenues
(Expenses):
Investment Income
$3,843,381
$2,837,609
$5,221,357
$4,128,341
$6,967,225
Realized Gains/Losses on
Investments
$914,764
InterestExpense(5)
(1,194,634)
(9,179,326)
(28,226,626)
Other Non -Recurring Income
4,170,000(6)
7,148,889(7)
(3,550,000)(8)
(5,257,580)(9)
1,036,4271ic
Total Nonoperating Revenue
(Expense), Net
$8,928,145
$9,986,498
$476,723
($10,308,565)
($20,222,974)
Nine -Month Period
Ended March 31 RI
2007 2008
Income Before Operating
Transfers from (to) General
Fund') $26,909,006 $25,597,687 $19,747,199 ($8,084,249) $2,740,269
Operating Transfers from (to)
General Fund (7,314,305) (2,837,609) (2,858,437) 24,421,474 5,205,246
Netlncome(4) $19,594,701 $22,760,078 $16,888,762 $16,337,225 $7,945,515
(1) Derived from the Audited Financial Statements of the City of Vernon for June 30, 2007 and prior years.
(2) Unaudited.
(3) Includes all operating income.
(4) Excludes depreciation and amortization.
(5) For the Fiscal Year 2003-04, interest on outstanding Electric System revenue bonds was capitalized.
In the Fiscal Year 2004-05, interest on the 2004 Electric Revenue Bonds (except 2004 Taxable Series D) was capitalized.
In the Fiscal Year 2005-06, interest on the 2004 Electric Revenue Bonds (except 2004 Taxable Series D) was capitalized
until October 2005.
In the Fiscal Year 2006-07, includes interest expense on Series 2004 Electric Revenue Bonds and the Bonds.
cb) Represents payment received by the City in connection with suspension of interest rate swap.
c�) Represents funds received from legal settlement.
tat Represents payment for legal settlement to Enron.
(9) Primarily represents a legal settlement payment to Mirant Americas Energy Marketing, LP for $15,000,000 in July 2006
and for a legal settlement from Resource Management International, Inc. for $7,400,000 on November 1, 2006.
(10) Represents net payments received by the City in connection with suspension of interest rate swaps.
tut For the Fiscal Years ended June 30, 2003 through 2005, includes investment income on certain Electric System funds and
capital gains on certain securities sold during the Fiscal Year. For the Fiscal Year ended June 30, 2003, includes amounts
paid to the City from the suspension of an interest rate swap.
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Management's Discussion of Operating Results
[NEED TO UPDATE] The information discussed under this heading relates to the information contained
in the table above, "THE ELECTRIC SYSTEM =, SUMMARY OF OPERATING RESULTS." The Electric
System's operating income increased by approximately $20.7 million in the Fiscal Year ended June 30, 2007 to
$22.9 million. Retail energy sales increased $4 million to $97.3 million in the Fiscal Year ended June 30, 2007,
primarily as a result of the rate increases of 4.70% in June, 2005 and 5% in November, 2006. Wholesale energy
sales increased by $2.3 million in Fiscal Year ended June 30, 2007 to $26.7 million. Operating expenses declined
$15.2 million in the Fiscal Year ended June 30, 2007, primarily due to a reduction in energy costs of approximately
$10 million. Interest Expense increased significantly in the Fiscal Year ended June 30, 2007, primarily as a result of
treating as City interest, the interest on the Authority's 2006 Bonds issued to prepay a 15 year supply of natural gas
for the MGS.
Employee Relations
[NEED TO UPDATE] As of June 30, 2008, _ full-time equivalent City employees were assigned to the
Electric System. Additionally, other City personnel provide support services to the Electric System as required,
including the City' Finance Department and the City Attorney. All of the City's employees, including those assigned
to the Electric System, are non -union. There have been no strikes or other work stoppages against the City within
the last twenty years.
Retirement benefits to City employees, including those assigned to the Electric System, are provided
through the City' s participation in the California Public Employees Retirement System ("CalPERS"), an agent
multiple -employer retirement system that acts as a common investment and administrative agent for participating
public entities within the State of California.
The State -required City employee salary contributions of 7% for miscellaneous employees and 9% for
safety members are subsidized by the City. The City is required to contribute the remaining amounts necessary to
fund the benefits for its members, using the actuarial basis adopted by the Ca1PERS Board of Administration.
The City' s total contribution to Ca1PERS for the year ended June 30, 2007 was $4,919,700. City
contribution rates as a percentage of covered payroll were 7.284% for, miscellaneous plan members and 18.789% for
safety plan members. The City' s contribution was made in accordance with actuarially determined requirements.
The most recent actuarial valuation performed as of June 30 2005, indicated the City had no unfunded pension
benefit obligation. The City has contributed its annual pension cost payments with respect to all employees as
required by CALPERS and estimates that it will not have any unfunded pension liability as of the next actuarial
valuation. See Note 10, "PENSION" in the Basic Financial Statements, City of Vernon, for the Fiscal Year Ended
.Tune 30, 2007 included in Appendix A.
The City Council approved a post -employment benefit plan for all employees with 20 years of service who
retire at 60 or after 30 years or more of service to the City. The plan pays for qualified employees' medical and
dental insurance premiums and claims from age 60 to 65. Funding of the plan is on a pay-as-you-go basis. During
the Fiscal Year ended June 30, 2007, approximately 352 employees (306 current employees and 46 retired
employees) were eligible to receive benefits. Amounts paid for premiums for the Fiscal Year ended June 30, 2007
totaled $62,898. See Note 13, "POSTF,MPLOYMENT BENEFITS" in the Basic Financial Statements, City of
Vernon, for the Fiscal Year Ended June 30, 2007 included in Appendix A.
Insurance
The City has obtained various insurance policies that provide coverage for "Special Form Perils" against
direct physical loss or damage, including earthquake and flood, to all real and personal property of the City. The
policy limits for perils other than earthquake and flood are $150 million per occurrence with deductibles of up to
$100,000 per occurrence. The earthquake and flood portion of the policies have limits of $50 million per occurrence
with a 5% deductible. Due to increasing premiums and limitations on available coverage, the City expects to reduce
and possibly eliminate, earthquake and flood insurance coverage. The City has also obtained various insurance
policies that provide general liability, automobile liability and employment benefits liability coverage with policy
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OHS West260446387.2
limits of $20 million per occurrence and in the annual aggregate, with a deductible of $2 million. The City has a
workmen's compensation insurance policy with a $50 million limit and a $1 million deductible amount.
Deductibles and amounts in excess of policy limits are self -insured. There have been no significant
reductions of coverage from the prior year. There have been no settlements exceeding insurance coverage for each
of the Fiscal Years ending 2005, 2006 and 2007. See Note 9 "RISK MANAGEMENT" in the Basic Financial
Statements, City of Vernon, for the Fiscal Year Ended June 30, 2007 included in Appendix A.
Rate Regulation
The City sets rates, fees and charges for electric service provided at retail within its boundaries. The
authority of the City to impose and collect rates and charges for retail electric service is not subject to the general
regulatory jurisdiction of the CPUC. Currently neither the CPUC nor any other regulatory authority of the State of
California nor the FERC reviews such rates and charges. The CEC is authorized to evaluate rate policies for electric
energy as related to the goals of the Energy Resources Conservation and Development Act and to make
recommendations to the Governor, the Legislature and publicly owned electric utilities.
Seismic Activity
The City is located in a region of seismic activity. The principal earthquake fault in the Los Angeles area is
the San Andreas Fault, which extends an estimated 700 miles from north of the San Francisco area to the Salton Sea.
The San Andreas Fault is about 35 miles north of the Los Angeles Civic Center.
In April 2008, the Uniform California Earthquake Rupture Forecast (the "Forecast") was issued by the
Working Group on California Earthquake Probabilities (the "Working Group"). Organizations sponsoring the
Working Group include the U.S. Geological Survey, the California Geological Survey and the Southern California
Earthquake Center. According to the Forecast, the probability of a magnitude 6.7 or larger earthquake over the next
30 years striking the greater Los Angeles area is 67%. For the entire California region, the fault with the highest
probability of generating at least one magnitude 6.7 quake or larger is the San Andreas Fault (59% in the next 30
years). Earthquake probabilities for many parts of the State are similar to those in previous studies, but the new
probabilities calculated for the Elsinore and San Jacinto Faults in southern California are about half those previously
determined. For the far northwestern part of the State, a major source of earthquakes is the offshore 750-mile-long
Cascadia Subduction Zone, the southern part of which extends about 150 miles into the State. For the next 30 years
there is a 10% probability of a magnitude 8 to 9 quake somewhere along that zone. Such quakes occur about once
every 500 years on average. There are hundreds of other faults throughout Southern California that could also cause
damaging earthquakes.
It is impossible to accurately predict the cost or effect of a major earthquake on the Electric System or to
predict the effect of such an earthquake on the Electric SyAem's ability to provide continued uninterrupted service
to its customers. See "INSURANCE."
DEVELOPMENTS IN THE CALIFORNIA ENERGY MARKETS
Background; California Electric Market Deregulation
Financial Difficulties of the IOUs and Certain Other Market Participants. In 1996, California partially
deregulated its electric energy market. An independent system operator of the transmission system, the CAISO, was
established, as well as an independent power exchange, the California Power Exchange (the "PX"). The PX was
originally established to permit power generators to sell power on a competitive spot -market basis; however, the PX
has ceased all power exchange operations and filed for bankruptcy protection.
As a consequence of partial deregulation, the California IOUs sold a large portion of their generation
resources. As a result, three major IOUs in California, Pacific Gas & Electric Company ("PG&E"), San Diego
Gas & Electric Co. ("SDG&E") and Edison, were net buyers of electricity. Following the partial deregulation of the
California energy markets, the IOUs were purchasing electricity at fluctuating short-term and spot wholesale prices
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OHS West:260446387.2
while the retail prices that they could charge their residential and small business customers were capped at specified
levels. During portions of 2000 and 2001, the market price of electricity in California significantly exceeded such
capped retail prices, resulting in the deterioration of the creditworthiness of PG&E and Edison and PG&E declared
bankruptcy. Certain other marketers, power suppliers and power plant developers experienced downgrades of their
credit ratings. PG&E emerged from bankruptcy on April 12, 2004. The credit ratings of PG&E and Edison have
improved since the dislocations of the California energy markets in 2000 and 2001.
State and Federal Investigations. State of California and federal authorities are conducting investigations
and other proceedings concerning various aspects of the California energy markets. These include, for example,
investigations by FERC into alleged overcharging for the sale of electricity (including sales by municipal utilities)
(the "Refund Cases") and alleged manipulation of the electricity market (the Gaming Crisis"). The City participated
in these investigations, but all involvement of the City has been terminated.
Shortages and Volatility. During 2000 and 2001, California experienced extreme fluctuations in the
prices and supplies of natural gas and electricity in much of the State. Licenses for new power plants
have been issued by the CEC, construction on several power plants has been completed and construction
of additional power plants is underway. Progress on new transmission line projects within California has
been slow. There also has been substantial rise in the cost of natural gas, which is the fuel source for
many of California's electric generating units. State agencies have issued warnings that further power
shortages are possible for Southern California. As a result of the foregoing and other factors, no
assurance can be given that measures undertaken during the last several years, together with measures to
be taken in the future, will prevent the recurrence of shortages, price volatility or other energy problems
that have adversely affected the City and other California electric utilities in the recent past.
State Environmental Legislation
In addition to recent legislation affecting the Electric System, a number of bills affecting the electric utility
industry have been enacted by the California Legislature. In general, these bills provide for reduced greenhouse gas
emission standards and greater investment in energy -efficient and environmentally friendly generation alternatives
through more stringent renewable resource portfolio standards and Executive Orders signed by the Governor. The
following is a brief summary of certain of these measures.
Greenhouse Gas Emissions. In its 2003 Integrated Energy Policy Report, the CEC recommended that
utilities account for the cost of greenhouse gas emission reductions in utility procurement decisions. In
December 2004, the CPUC also established an $8-$25/ton CO2 fossil fuel adder for the IOUs to reflect the amount
of carbon dioxide that would be emitted by a fossil fuel electric generating unit. The adder represents an estimate of
future costs associated with the purchase of carbon dioxide offsets and financial risk associated with potential future
regulation of greenhouse emissions.
Executive Order S-3-05 places an emphasis on efforts to reduce greenhouse gas emissions by establishing
statewide greenhouse gas reduction targets. The targets are: (i) a reduction to 2000 emissions levels by 2010; (ii) a
reduction to 1990 levels by 2020; and (iii) a reduction to 80% below 1990 levels by 2050. Executive Order S-3-05
also called for the California Environmental Protection Agency to lead a multi -agency effort to examine the impacts
of climate change on California and develop strategies and mitigation plans to achieve the targets. Executive Order
S-06-06 directs the State to meet a 20% biomass utilization target within the renewable generation targets of 2010
and 2020 for the contribution to greenhouse gas emission reduction.
SB-1686 (Chapter_ of the Laws of 2006) authorizes the Wildlife Conservation Board (the "WCB") to
take into account the potential of forestlands to beneficially reduce or sequester greenhouse gas emissions when it
prioritizes funds available for proposed acquisitions. SB-1686 also specifies that the WCB may use policies,
protocols and other relevant information developed by the California Climate Action Registry in determining a
project's potential to reduce or sequester greenhouse gas emissions. AB-1925 (Chapter _ of the Laws of 2006)
requires the CEC to develop a cost effective strategy for the geologic sequestration and management of industrial
carbon dioxide.
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The Global Warming Solutions Act of 2006 (Chapter _ of the Laws of 2006) (the "GWSA") prescribes a
statewide cap on global warming pollution with a goal of reaching 1990 greenhouse gas emission levels by 2020 and
80% below 1990 levels by 2050. In addition, the GWSA establishes a mandatory reporting program to the Air
Resources Board ("ARB") for significant greenhouse gas emissions and requires the ARB to adopt regulations for
significant greenhouse gas emission sources (allowing ARB to design a cap and trade program) and gives ARB the
authority to enforce such regulations beginning in 2012.
Impact of Developments on the City
The effect of these developments in the California energy markets on the Electric System cannot be fully
ascertained at this time. Also, volatility in energy prices in California may return due to a variety of factors which
affect both the supply and demand for electric energy in the western United States. These factors include, but are
not limited to, the adequacy of generation resources to meet peak demands, the availability and cost of renewable
energy, the impact of greenhouse emission legislation and regulations, fuel costs and availability, weather effects on
customer demand, transmission congestion, the strength of the economy in California and surrounding states and
levels of hydroelectric generation within the region (including the Pacific Northwest). Price volatility for electric
energy may contribute to greater volatility in the Electric System's revenues from the sale (and purchase) of electric
energy and, therefore, could materially affect the financial condition of the Electric System. The City has power
supply contracts and other arrangements relating to its system supply of power which are of specified durations.
The City undertakes resource planning activities and plans for its resource needs in order to mitigate against such
price volatility and its spot market rate exposure. See "THE ELECTRIC SYSTEM — POWER SUPPLY
RESOURCES" herein.
Future Regulation
The electric industry is subject to recurrent reform. States routinely consider major changes to the way in
which they regulate the electric industry. Recently, both further deregulation and forms of additional regulation
have been proposed for an industry that has been highly regulated throughout its history. The City is unable to
predict at this time the impact that any such considerations will have on the operations and finances of the Electric
System or the electric utility industry generally.
OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY
Energy Policy Act of 1992
The Energy Policy Act made fundamental changes in the federal. regulation of the electric utility industry,
particularly in the area of transmission access under Sections 211, 212 and 213 of the Federal Power Act. The
purpose of these changes, in part, was to bring about increased competition in the electric utility industry.
As amended by the Energy Policy Act, Sections 211, 212 and 213 of the Federal Power Act provide FERC
authority, upon application by any electric utility, federal power marketing agency or other person or entity
generating electric energy for sale or resale, to require a transmitting utility to provide transmission services
(including any enlargement of transmission capacity necessary to provide such services) to the applicant at rates,
charges, terms and conditions set by FERC based on standards and provisions in the Federal Power Act. Under the
Energy Policy Act, electric utilities owned by municipalities and other public agencies which own or operate electric
power transmission facilities which are used for the sale of electric energy at wholesale are "transmitting utilities"
subject to the requirements of Sections 211, 212 and 213. The Energy Policy Act specifically denies FERC the
authority to mandate "retail wheeling" under which a retail customer located in one utility's service area could
obtain power from another utility or from a non -utility power generator.
Federal Energy Legislation
The Energy Policy Act of 2005 ("EPACT 2005") addresses a wide array of energy matters that could affect
the entire electric utility industry, including the Electric System. It expands FERC's jurisdiction to require open
access transmission of municipal utilities that sell more than four million megawatt hours of energy and to order
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refunds under certain circumstances for municipal utilities that sell more than eight million megawatt hours of
energy. EPACT 2005 requires that FERC conclude its investigation into the allegations of overcharges during the
California energy crisis in 2000 and 2001 and submit a report to Congress. It also provides for mandatory reliability
standards to increase system reliability and minimize blackouts, criminal penalties for manipulative energy trading
practices and the repeal of the Public Utility Holding Company Act of 1935, which prohibited certain mergers and
consolidations involving electric utilities. EPACT 2005 also requires the creation of an electric reliability
organization to establish and enforce, under FERC supervision, mandatory reliability standards to increase system
reliability and minimize blackouts. Failure to comply with such mandatory standards exposes a utility to significant
fines and penalties by such electric reliability organization.
Under EPACT 2005, by February 2007 IOUs were required to offer each of its customer classes a time -
based rate schedule to enable customers to manage energy use through advanced metering and communications
technology. It authorizes FERC to exercise eminent domain powers to construct and operate transmission lines if
FERC determines a state has unreasonably withheld approval. EPACT 2005 contains provisions designed to
increase imports of liquefied natural gas and incentives to support renewable energy technologies, including a new
two-year program for tax credit bonds for local governments, such as the City, to finance certain renewable energy
facilities. EPACT 2005 also extends for 20 years the Price -Anderson Act, which concerns nuclear power liability
protection, and provides incentives for the construction of new nuclear plants.
The City is unable to predict at this time the impact that EPACT 2005 will have on the operations and
finances of the Electric System or the electric utility industry generally.
Other General Factors
The electric utility industry in general has been, or in the future may be, affected by a number of factors
which could impact the financial condition and competitiveness of many electric utilities and the level of utilization
of generating and transmission facilities. In addition to the factors discussed herein, such factors include, among
others, (a) effects of compliance with rapidly changing environmental, safety, licensing, regulatory and legislative
requirements, (b) changes resulting from conservation and demand -side management programs on the timing and
use of electric energy, (c) changes resulting from a national energy policy, (d) effects of competition from other
electric utilities (including increased competition resulting from mergers, acquisitions, and "strategic alliances" of
competing electric (and natural gas) utilities and from competitors transmitting less expensive electricity from much
greater distances over an interconnected system) and new methods of producing low-cost electricity, (e) the repeal
of certain federal statutes that would have the effect of increasing the competitiveness of many IOU's, (f) increased
competition from independent power producers and marketers, brokers and federal power marketing agencies,
(g) "self -generation" or "distributed generation" (such as microturbines and fuel cells) by industrial and commercial
customers and others, (h) issues relating to the ability to issue tax-exempt obligations, including severe restrictions
on the ability to sell to nongovernmental entities electricity from generation projects and transmission line service
from transmission projects financed with outstanding tax-exempt obligations, (i) effects of inflation on the operating
and maintenance costs of an electric utility and its facilities, 0) changes from projected future load requirements,
(k) increases in costs and uncertain availability of capital, (1) shifts in the availability and relative costs of different
fuels (including the cost of natural gas), (in) sudden and dramatic increases in the price of energy purchased on the
open market that may occur in times of high peak demand in an area of the country experiencing such high peak
demand, such as has occurred in California, (n) inadequate risk management procedures and practices with respect
to, among other things, the purchase and sale of energy and transmission capacity, (o) other legislative changes,
voter initiatives, referenda and statewide propositions, (p) effects of changes in the economy, population and
demand of customers in the City's service area, (q) effects of possible manipulation of the electric markets and
(r) natural disasters or other physical calamities, including, but not limited to, earthquakes. Any of these factors (as
well as other factors) could have an adverse effect on the financial condition of any given electric utility and likely
will affect individual utilities in different ways.
The City cannot predict what effects such factors will have on its business operations and financial
condition, but the effects could be significant. This Official Statement includes a brief discussion of certain of these
factors. This discussion does not purport to be comprehensive or definitive, and these matters are subject to change
subsequent to the date hereof. Extensive information on the electric utility industry is available from the legislative
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and regulatory bodies and other sources in the public domain, and potential purchasers of the 2008 Bonds should
obtain and review such information.
Environmental Issues
Electric utilities are subject to continuing environmental regulation. Federal, state and local standards and
procedures which regulate the environmental impact of electric utilities are subject to change. These changes may
arise from continuing legislative, regulatory and judicial action regarding such standards and procedures.
Consequently, there is no assurance that any City facility will remain subject to the regulations currently in effect,
will always be in compliance with future regulations or will always be able to obtain all required operating permits.
An inability to comply with environmental standards could result in additional capital expenditures to comply,
reduced operating levels or the complete shutdown of individual electric generating units not in compliance.
There is concern by the public, the scientific community and Congress regarding environmental damage
resulting from the use of fossil fuels. Congressional support for the increased regulation of air, water and soil
contaminants is building, and there are a number of pending or recently enacted legislative proposals which may
affect the electric utility industry. The above -mentioned concerns and Congressional support have led to an
increased level of environmental enforcement by the Environmental Protection Agency and state and local
authorities. Increased environmental regulation under the provisions of the federal Clean Air Act have created
certain barriers to new facility development and modification of existing facilities. The additional costs, including
time, human resources, uncertainty and delay, could affect the rate of return relating to investment in power project
development. As such, there may be additional costs for purchased power from affected resources. Moreover, these
additional costs may upset existing cost assumptions for utilities.
The City cannot predict at this time whether any additional legislation or rules will be enacted which will
affect the Electrical System's'operations, and if such laws or rules are enacted, what the costs to the City might be in
the future because of such action.
A number of studies have been conducted regarding the potential long-term health effects resulting from
exposure to electric and magnetic fields ("EMF") created by high voltage transmission and distribution equipment as
well as by electrical appliances, computers, and other electrical devices. Additional studies are being conducted to
determine the relationship between EMF and certain adverse health effects, if any. At this time, it is not possible to
predict the extent of the costs and other impacts, if any, which the EMF concern may have on electric utilities,
including the Electric System.
CONSTITUTIONAL LIMITATIONS ON TAXES
Articles XIIIC and XIIID of the State Constitution
Proposition 218, a State ballot initiative known as the "Right to Vote on Taxes Act," was approved by the
voters of the State of California on November 5, 1996. Proposition 218 added Articles XIIIC and XIIID to the State
Constitution. Article XIIID creates additional requirements for the imposition by most local governments (including
the City) of general taxes, special taxes, assessments and "property -related" fees and charges. Article XIIID
explicitly exempts fees for the provision of electric service from the provisions of such article. Nevertheless,
Proposition 218 could indirectly affect some California municipally -owned electric utilities. For example, to the
extent Proposition 218 reduces a city's general fund revenues, that city could seek to increase the transfers from its
electric utility to its general fund.
Article XIIIC expressly extends the people's initiative power to reduce or repeal previously -authorized
local taxes, assessments, and fees and charges. The terms "fees and charges" are not defined in Article XIIIC,
although the California Supreme Court held in Bighorn -Desert View Water Agency v. Verjil, 39 Ca1.4th 205 (2006),
that the initiative power described in Article XIIIC may apply to a broader category of fees and charges than the
property -related fees and charges governed by Article XIIID. Moreover, in the case of Bock v. City Council of
Lompoc, 109 Cal.App.3d 52 (1980), the Court of Appeal determined that electric rates are subject to the initiative
power. Thus, even electric service charges (which are expressly exempted from the provisions of Article XIIID)
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might be subject to the initiative provision of Article XIIIC, thereby subjecting such fees and charges imposed by
the City to reduction by the electorate. The City believes that even if the electric rates of the City are subject to the
initiative power, under Article XIIIC or otherwise, the electorate of the City would be precluded from reducing
electric rates and charges in a manner adversely affecting the payment of the 2008 Bonds by virtue of the
"impairment of contracts clause" of the United States and California Constitutions.
Future Initiatives
Articles XIIIC and XIIID, were each adopted pursuant to measures qualified for the ballot pursuant to
California's constitutional initiative process. From time to time other initiative measures could be adopted by
California voters. The adoption of any such initiatives might place limitations on the ability of the City to increase
revenues or to increase appropriations.
LITIGATION
There is no controversy or litigation of any nature now pending or threatened restraining or enjoining the
issuance of the 2008 Bonds or in any way contesting or affecting the validity of the 2008 Bonds or any proceedings
of the City taken with respect to the issuance or sale thereof. In addition, there is no litigation pending or threatened
against the City which, in the opinion of the City Attorney, would materially adversely affect the Electric System,
the financial condition of the City or the sources of payment for the 2008 Bonds.
TAX MATTERS
In the opinion of Orrick, Herrington & Sutcliffe LLP, as Bond Counsel to the City ("Bond Counsel"),
interest on the 2008 Bonds is exempt from State of California personal income taxes and is not excluded from gross
income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the
"Code"). Bond Counsel expresses no opinion regarding any federal or other state tax consequences related to the
ownership or disposition or, or the accrual or receipt of interest on, the 2008 Bonds. The proposed form of opinion
of Bond Counsel relating to the 2008 Bonds is set forth in Appendix E hereto.
The following is a summary of certain of the United States federal income tax consequences of the
ownership of the 2008 Bonds as of the date hereof. Each prospective investor should consult with its own tax
advisor regarding the application of United States federal incomeltax laws, as well as any state, local, foreign or
other tax laws, to its particular situation.
This summary is based on the Code, as well'as Treasury regulations and administrative and judicial rulings
and practice. Legislative, judicial and administrative changes may occur, possibly with retroactive effect, that could
alter or modify the continued validity of the statements and conclusions set forth herein. This summary is intended
as a general explanatory discussion of the consequences of holding the 2008 Bonds generally and does not purport
to furnish information in the level of detail or with the investor's specific tax circumstances that would be provided
by an investor's own tax advisor. For example, it generally is addressed only to original purchasers of the 2008
Bonds that are "U.S. holders" (as defined below), deals only with 2008 Bonds held as capital assets within the
meaning of Section 1221 of the Code and does not address tax consequences to holders that may be relevant to
investors subject to special rules, such as individuals, trusts, estates, tax-exempt investors, foreign investors, cash
method taxpayers, dealers in securities, currencies or commodities, banks, thrifts, insurance companies, electing
large partnerships, mutual funds, regulated investment companies, real estate investment trusts, FASITs, S
corporations, persons that hold 2008 Bonds as part of a straddle, hedge, integrated or conversion transaction, and
persons whose "functional currency" is not the U.S. dollar. In addition, this summary does not address alternative
minimum tax issues or the indirect consequences to a holder of an equity interest in a holder of 2008 Bonds.
As used herein, a "U.S. holder" is a "U.S. person" that is a beneficial owner of a 2008 Bond. A "non-U.S.
investor" is a holder (or beneficial owner) of a 2008 Bond that is not a U.S. Person. For these purposes, a "U.S.
person" is a citizen or resident of the United States, a corporation or partnership created or organized in or under the
laws of the United States or any political subdivision thereof (except, in the case of a partnership, to the extent
otherwise provided in Treasury regulations), an estate the income of which is subject to United States federal
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income taxation regardless of its source or a trust if (i) a United States court is able to exercise primary supervision
over the trust's administration and (ii) one or more United States persons have the authority to control all of the
trust's substantial decisions.
Tax Status of the 2008 Bonds
The 2008 Bonds will be treated, for federal income tax purposes, as a debt instrument. Accordingly,
interest will be included in the income of the holder as it is paid (or, if the holder is an accrual method taxpayer, as it
is accrued) as interest.
Holders of the 2008 Bonds that allocate a basis in the 2008 Bonds that is greater than the principal amount
of the 2008 Bonds should consult their own tax advisors with respect to whether or not they should elect to amortize
such premium under section 171 of the Code.
If a holder purchases the 2008 Bonds for an amount that is less than the principal amount of the 2008
Bonds, and such difference is not considered to be de minimis, then such discount will represent market discount
that ultimately will constitute ordinary income (and not capital gain). Further, absent an election to accrue market
discount currently, upon a sale or exchange of a 2008 Bond, a portion of any gain will be ordinary income to the
extent it represents the amount of any such market discount that was accrued through the date of sale. In addition,
absent an election to accrue market discount currently, the portion of any interest expense incurred or continued to
carry a market discount bond that does not exceed the accrued market discount for any taxable year, will be
deferred.
Although the 2008 Bonds are expected to trade "flat," that is, without a specific allocation to accrued
interest, for federal income tax purposes, a portion of the amount realized on sale attributed to the 2008 Bonds will
be treated as accrued interest and thus will be taxed as ordinary income to the seller (and will not be subject to tax in
the hands of the buyer).
Sale and Exchange of 2008 Bonds
Upon a sale or exchange of a 2008 Bond, a holder generally will recognize gain or loss on the 2008 Bonds
equal to the difference between the amount realized on the sale and its adjusted tax basis in such 2008 Bond. Such
gain or loss generally will be capital gain (although any gain attributable to accrued market discount of the 2008
Bond not yet taken into income will be ordinary). The adjusted basis of the holder in a 2008 Bond will (in general)
equal its original purchase price and decreased by any principal payments received on the 2008 Bond. In general, if
the 2008 Bond is held for longer than one year, any gain or loss would be long term capital gain or loss, and capital
losses are subject to certain limitations.
Foreign Investors
Distributions on the 2008 Bonds to a non-U.S. holder that has no connection with the United States other
than holding its 2008 Bond generally will be made free of withholding tax, as long as that the holder has complied
with certain tax identification and certification requirements.
Circular 230
Under 31 C.F.R. part 10, the regulations governing practice before the Internal Revenue Service (Circular
230), we and our tax advisors are (or may be) required to inform you that:
• Any advice contained herein, including any opinions of counsel referred to herein, is not intended or
written to be used, and cannot be used by any taxpayer, for the purpose of avoiding penalties that may be
imposed on the taxpayer;
• Any such advice is written to support the promotion or marketing of the 2008 Bond and the transactions
described herein (or in such opinion or other advice); and
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• Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax
advisor.
Possible Recognition of Taxable Gain or Loss upon Defeasance of the 2008 Bonds
Defeasance of any 2008 Bond may result in a reissuance thereof, in which event a holder will recognize
taxable gain or loss equal to the difference between the amount realized from the sale, exchange or retirement (less
any accrued qualified stated interest which will be taxable as such) and the holder's adjusted tax basis in the 2008
Bond.
APPROVAL OF LEGALITY
The issuance of the 2008 Bonds is subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP,
Los Angeles, California, Bond Counsel to the City, substantially in the form set forth as Appendix E. Certain legal
matters will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, Newport Beach, California,
and for the City by the City Attorney.
RATINGS
Moody's Investors Service, Inc. and Standard & Poor's Ratings Group have assigned the 2008 Bonds the
ratings of "_" and " ," respectively. The ratings reflect only the respective views of the rating agencies and any
explanation of the significance of such ratings may be obtained only from such rating agencies as follows: Moody's
Investors Service, 7 World Trade Center at 250 Greenwich Street, New York,�New York 10007; and Standard &
Poor's, 55 Water Street, New York, New York 10041. There is no assurance that the ratings will remain in effect
for any given period of time or that they will not be revised downward or withdrawn entirely by such rating
agencies, or either of them, if, in their respective judgments, circumstances so warrant. Any downward revision or
withdrawal of any rating may have an adverse effect on the market price of the 2008 Bonds.
UNDERWRITING
RBC Dain Rauscher, Inc. (the "Underwriter") has agreed, subject to certain conditions, to purchase the
2008A Bonds at a price of $ (representing the $ aggregate principal amount of the 2008A
Bonds less $ Underwriter's discount) and to purchase the 2008 Bonds at a price of $
(representing the $ aggregate principal amount of the 2008 Bonds less $ Underwriter's
discount). The purchase contracts provide that the Underwriter will purchase all the 2008 Bonds to be purchased
thereunder if any are purchased. The 2008 Bonds may be offered and sold by the Underwriter to certain dealers and
others at prices lower than the public offering price stated on the cover page of this Official Statement, and such
public offering price may be changed, from time to time, by the Underwriter.
FINANCIAL STATEMENTS
The audited financial reports of the City, as of June 30, 2007 and June 30, 2006, are included in
Appendix A to this Official Statement. The financial reports have been audited by Macias, Gini & O'Connell LLP,
Los Angeles, California, independent accountants (the "Independent Accountants") as stated in their reports
appearing in Appendix A. The City has not requested nor did the City obtain permission from the Independent
Accountants to include the audited financial statements for the Fiscal Years ended June 30, 2007 and June 30, 2006
as an appendix to this Official Statement. No review or investigation with respect to subsequent events has been
undertaken in connection with such financial reports by the Independent Accountants.
The financial statements set forth in Appendix A include the City's General Fund and all other funds of the
City, in addition to the Light and Power Department Fund through which the operations of the Electric System are
accounted. The 2008 Bonds are not secured by a legal or equitable pledge of, or lien or charge upon any property of
the City or any of its income or receipts except Net Revenues of the City's Electric System and the other funds
pledged therefor pursuant to the Indenture. Neither the faith and credit nor the taxing power of the City, the State
nor any public agency is pledged to the payment of the principal of and interest on the 2008 Bonds.
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EXECUTION AND DELIVERY
The execution and delivery of this Official Statement has been duly authorized by the City.
CITY OF VERNON, CALIFORNIA
By:
Leonis C. Malburg
Mayor
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APPENDIX A
AUDITED FINANCIAL STATEMENTS OF THE CITY
FOR THE FISCAL YEARS ENDED JUNE 30, 2007 AND JUNE 30, 2006
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APPENDIX B
THE CITY OF VERNON
General Description
The City of Vernon (the "City") is located in Los Angeles County, California, approximately four miles
southeast of downtown Los Angeles. The City was incorporated on September 16, 1905 as a general law city, with
a goal of promoting industry within its borders. Effective July 1, 1988, the City became a chartered city. The City
is almost exclusively industrial, with an estimated resident population of 110 as of January 1, 2008. The City has
approximately 1,800 businesses (primarily industrial) located within its 5.2 square miles and a work day population
of approximately 50,000. The City has owned its own electric distribution system since 1933.
Transportation
In 1905, the City was incorporated as the first industrial city in the Southwest. The City is a developed
industrial rail city, with major railroads running through it. Part of the City's northern border is formed by vast
railroad freight yards. The 200-acre facility handles 1.5 million container and trucks on flatcars per year, much of it
goods manufactured in the City, heading for domestic and world markets.
Light and Power and Community Services
\ The Electric System, which is owned by the City, has been in operation since 1933 and provides electrical
service to all property within the City's boundaries. In addition, the City provides normal city services to its
inhabitants such as police and fire protection and water service. Sewer service is provided by the Los Angeles
County Sanitation District. The City has developed a gas distribution system to serve the City.
Employee Relations
As of June 30, 2008, _ full-time equivalent City employees were assigned to the Electric System.
Additionally, other City personnel provide support services to the Electric System as required, including the City's
Finance Department and the City Attorney. All of the City's employees, including those assigned to the Electric
System, are non -union. There have been no strikes or other work stoppages against the City within the last twenty
years.
Retirement benefits to City employees, including those assigned to the Electric System, are provided
through the City's participation in the California Public Employees Retirement System (Ca1PERS), an agent
multiple -employer retirement system that acts as a common investment and administrative agent for participating
public entities within the State.
The State -required City employee salary contributions of 7.284% for miscellaneous employees and
18.789% for safety members are subsidized by the City for Fiscal Year ended June 30, 2007. The City is required to
contribute the remaining amounts necessary to fund the benefits for its members, using the actuarial basis adopted
by the CaIPERS Board of, -Administration.
The City's total contribution to Ca1PERS for the year ended June 30, 2007 was $4,919,700. The City's
contribution was made in accordance with actuarially determined requirements based on an actuarial valuation
performed was of June 30, 2005. The City has contributed its annual pension cost payments with respect to all
employees as required by CALPERS and estimates that it will not have any unfunded pension liability as of the next
actuarial valuation. See Note 10, "PENSION" in the Basic Financial Statements, City of Vernon, for the Fiscal Year
Ended June 30, 2007 included in Appendix A.
The City Council approved a post -retirement medical benefit plan for all employees with 20 years of
service who retire at 60 or after 30 years or more of service to the City. The plan pays for qualified employees'
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medical and dental insurance premiums and claims from age 60 to 65. Funding of the plan is on a pay-as-you-go
basis. During the Fiscal Year ended June 30, 2007, approximately 352 employees (consisting of 306 current
employees and 46 retired employees) were eligible to receive benefits. Amounts paid for the Fiscal Year ended
June 30, 2007 totaled $62,898. See Note 13, "POSTEMPLOYMENT BENEFITS" in the Basic Financial
Statements, City of Vernon, for the Fiscal Year Ended June 30, 2007.included in Appendix A.
Insurance [NEEDS TO BE CONFIRMED]
The City is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets;
errors and omissions; injuries to employees; natural disasters; unemployment coverage, and providing health
benefits to employees, retirees, and their dependents. The City is self -insured for its general liability, workers'
compensation, and property liability. The City has chosen to establish risk financing Internal Service Funds, whereby
assets are set aside for claim settlements associated with the above risks of loss up to certain limits.
The City has obtained various insurance policies that provide coverage for "Special Form Perils" against
direct physical loss or damage, including earthquake and flood, to all real and personal property of the City,
including equipment, business and revenue interruption, errors and omissions, boiler and machinery and pollution
legal liability. The earthquake and flood portion of the policies have a 5% deductible of the total insurable values per
building, structure or covered item at the time and place of loss. In the most recent "Statement of Values" for the
City, real and personal property total insured values equaled $293,136,673.
Crime (Employee Theft and, Depositors Forgery and Alteration, and Computer and Funds Transfer Fraud)
coverage in also in force with a limit $100,000 for each line of coverage.
The City is self insured for the first $1,000,000 of workers' compensation claims and for the first
$2,000,000 of its general liability coverage.
Excess coverage is provided by a stand alone policy purchased by the City. Excess coverage is provided by
the Insurance Company of Pennsylvania and Traders & Pacific Insurance Company. The insurance limits are as
follows:
Type of Coverage
Self -Insurance
Limit
General Liability
Up to $2,000,000
Up to $10,000,000
Workers' Compensation
Up to $1,000,000
Up to $50,000,000
Property:
Not Applicable
Blanket Building & Contents
Up to $150,000,000
Global Special Risks
Earthquake Sublimit — Annual
Up to $50,000,000
Master Program
Flood Sublimit — Annual
Up to $50,000,000
Underwriters at Lloyd's
Electronic Data Processing
Up to $5,000,000
Underwriters at Lloyd's
Equipment
Unscheduled Locations
Up to $500,000
Underwriters at Lloyd's
Machinery Breakdown
Included
Underwriters at Lloyd's
Insured limits are
Excess General Liability $10,000,000 excess of $2,000,000 (self insured)
Excess General Liability $10,000,000 excess of $10,000,000
Excess
Carrier
Insurance Co. of the State of
PA
ACE American Insurance Co.
Amounts in excess of these limits are self -insured. There have been no significant reductions of coverage
from the prior year. There have been no settlements exceeding insurance coverage for each of the past three Fiscal
Years.
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The unpaid claims liabilities included in each of the self-insurance Internal Service Funds are based on the
results of actuarial studies and third -party administrator claim reports and include amounts for claims incurred
but not reported, including loss adjustment expenses. Claims liabilities are calculated considering the effects of inflation
and recent claim settlement trends, including frequency and amount of payouts and other economic and social
factors.
Changes in the balances of claims liabilities during the past two Fiscal Years for all self-insurance funds
combined are as follows:
Fiscal Year 2006-07
Claims payable, beginning of Fiscal Year
$ 7,358,573
Incurred claims
992,028
Claims payments and adjustments
(3,798,566)
Claims payable, end of Fiscal Year
$ 4,552,035
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Fiscal Year 2007-08
APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
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APPENDIX D
BOOK -ENTRY ONLY SYSTEM
The information in this section concerning DTC and DTC's book -entry only system has been obtained
from sources that the City believes to be reliable, but the City takes no responsibility for the completeness or
accuracy thereof. The following description of the procedures and record keeping with respect to beneficial
ownership interests in the Bonds, payment of principal, premium, if any, accreted value, if any, and interest on the
Bonds to DTC Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the
Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based
solely on information provided by DTC.
The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds
(the "Bonds"). The Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's
partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -
registered Bond certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such
maturity, and will be deposited with DTC.
DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants
("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants
of sales and other securities transactions in deposited securities, through electronic computerized book -entry
transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The
Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants
of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation and
Emerging Markets Clearing Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest
rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange
Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will
receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to
receive written confirmations providing details of the transaction, as well as periodic statements of their holdings,
from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Bonds, except in the event that use of the book -entry system for the Bonds is
discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the
name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such
other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts
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such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other cormnuriications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of
significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the
Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the
Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial
Owners may wish to provide their names and addresses to the registrar and request that copies of notices be
provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such
maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds
unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC
snails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record
date (identified in a listing attached to the Omnibus Proxy).
Principal, redemption price and interest payments on the Bonds will be made to Cede & Co., or such other
nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the
Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by
Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, the Trustee, or the City, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal, redemption price and interest payments to
Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the City or the Trustee, disbursement of such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of
Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving
reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor depository is
not obtained, Bond certificates are required to be printed and delivered.
The City may decide to discontinue use of the system of book -entry -only transfers through DTC (or a
successor securities depository). In that event, Bond certificates will be printed and delivered to DTC.
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APPENDIX E
PROPOSED FORM OF OPINION OF BOND COUNSEL
Upon delivery of the 2008 Bonds, Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the City, proposes to render
its final opinion in connection with the 2008 Bonds in substantially the following form:
Date of Delivery
City Council
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Re: City of Vernon Electric System Revenue Bonds 2008 Taxable Series A
(Final Opinion)
Ladies and Gentlemen
. We have acted as bond counsel in connection with the issuance by the City of Vernon, California (the
"City") of $ aggregate principal amount of its Electric System Revenue Bonds, 2008 Taxable Series A
(the "2008 Bonds"). The 2008 Bonds have been issued pursuant to the City of Vernon Municipal Facilities Revenue
Bond Law, constituting Article XI of the Vernon City Code (the `Bond Law") and an Indenture of Trust, as
supplemented by the First Supplemental Indenture of Trust, (collectively, the "Indenture"), each dated as of
September 1, 2008 and each between the City and The Bank of New York Mellon Trust Company, N.A., as trustee
(the "Trustee"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
Indenture.
In such connection, we have reviewed the Charter, the Bond Law, the Indenture, certificates of the City, the
Trustee and others, opinions of counsel to the City, the Trustee and others, and such other documents, opinions and
matters to the extent we deemed necessary to render the opinions set forth herein.
The Indenture provides that the 2008 Bonds are special obligations of the City payable solely from the Net
Revenues and the other funds included in the Trust Estate pledged therefor pursuant to the Indenture The Indenture
further provides that the 2008 Bonds are not secured by a legal or equitable pledge of, or lien or charge upon, any
property of the City or any of its income or receipts except the pledge of the Trust Estate and that the pledge of Net
Revenues pursuant to the Indenture shall be on a parity with any pledge thereof securing Parity Obligations.
The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court
decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by
actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine or to inform
any person whether any such actions are taken or omitted or events do occur or any other matters come to our
attention after the date hereof. Accordingly, this opinion speaks only as of its date and is not intended to, and may
not be relied upon in connection with any such actions, events or matters. Our engagement with respect to the 2008
Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the
genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal
execution and delivery thereof by, and validity against, any patties other than the City. We have assumed, without
undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents and
certificates, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof.
Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture. We call
attention to the fact that the rights and obligations under the 2008 Bonds and the Indenture and their enforceability
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may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and
other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of
judicial discretion in appropriate cases and to the limitations on legal remedies against municipal corporations in the
State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law,
choice of forum, choice of venue, waiver or severability provisions contained in the foregoing documents, nor do we
express any opinion with respect to the state or quality of title to or interest in any of the assets described in or as
subject to the lien of the Indenture or the accuracy or sufficiency of the description contained therein of, or the
remedies available to enforce liens on, any of such assets. Finally, we undertake no responsibility for the accuracy,
completeness or fairness of the Official Statement or other offering material relating to the 2008 Bonds and express
no opinion with respect thereto.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following
opinions:
The 2008 Bonds constitute valid and binding special obligations of the City.
2, The Indenture has been duly executed and delivered by, and constitutes the valid and binding
obligation of, the City. The Indenture creates a valid pledge, to secure the payment of the principal of and interest
on the 2008 Bonds, of the Trust Estate, subject to the provisions of the Indenture permitting the application thereof
for the purposes and on the terms and conditions set forth therein.
3. Interest on the 2008 Bonds is exempt from State of California personal income taxes. We express
no opinion regarding other tax consequences relating to the ownership or disposition of, or the accrual or receipt of
interest on, the 2008 Bonds.
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APPENDIX F
FORM OF CONTINUING DISCLOSURE AGREEMENT
CONTINUING DISCLOSURE AGREEMENT
The City of Vernon and the Bank of New York Mellon Trust Company, N.A. entered into a Continuing
Disclosure Agreement relating to the Bonds in the following form:
THIS CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement'), executed and
entered into as of September 1, 2008, is by and between The Bank of New York Mellon Trust Company, N.A., a
national banking association duly organized and existing under and by virtue of the laws of the United States of
America, as Trustee (the "Trustee"), and the City of Vernon, a municipal corporation and chartered city organized
and existing under and by virtue of the Constitution of the State of California and its Charter (the "City").
WITNESSETH:
WHEREAS, the City has issued $ aggregate principal amount of its Electric System Revenue
Bonds, 2008 Taxable Series A (the "Bonds") pursuant to an Indenture of Trust, as supplemented by a First
Supplemental Indenture of Trust (the "Indenture"), each dated as of September 1, 2008 and each between the
Authority and the Trustee; and
WHEREAS, this Disclosure Agreement is being executed and delivered by the City and the Trustee for the
benefit of the Owners and Beneficial Owners of the Bonds and in order to assist the underwriter of the Bonds in
complying with S.E.C. Rule 15c2-12(b)(5);
NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained,
the parties hereto agree as follows:
Section 1. Definitions. In addition to the definitions set forth in the Indenture, which apply to any - - - Formatted: Bullets and Numbering
capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following
capitalized terns shall have the following meanings:
"Annual Report" means any Annual Report provided by the City pursuant to, and as described in,
Sections 2 and 3 hereof.
"Disclosure Representative" means the City Clerk, the Acting City Clerk, the City Administrator of the
City, or such other officer or employee of the City as the City shall designate in writing to the Trustee from time to
time.
"Dissemination Agent" means any Dissemination Agent, including any successor Dissemination Agent,
appointed or engaged in writing by the City pursuant to Section 6 hereof and which has filed with the Trustee a
written acceptance of such designation.
"Listed Events" means any of the events listed in subsection (a) of Section 4 hereof.
"National Repository" means any Nationally Recognized Municipal Securities Information Repository for
purposes of the Rule.
"Official Statement" means the Official Statement, dated [September, 2008], relating to the Bonds.
"Participating Underwriter" means any original underwriter of the Bonds required to comply with the
Rule in connection with the Bonds.
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"Repository" means each National Repository and each State Repository.
"Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as the same may be amended from time to time.
"State Repository" means any public or private repository or entity designated by the State of California
as a state repository for the purpose of the Rule and recognized by the Securities and Exchange Commission. As of
the date of this Disclosure Agreement, there is no State Repository.
Section 2. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination~- - - Formatted: Bullets and Numbering
Agent to, not later than 180 days following the end of each Fiscal Year of the City (which Fiscal Year ends on
June 30), commencing with the report for the 2007-08 Fiscal Year, provide to each Repository an Annual Report
which is consistent with the requirements of Section 3 hereof. The Annual Report may be submitted as a single
document or as separate documents comprising a package, and may include by reference other information as
provided in Section 3 hereof-, provided that the audited financial statements of the City may be submitted separately
from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if
not available by that date. If the City's Fiscal Year changes, it shall give notice of such change in the same manner
as for a Listed Event under subsection (f) of Section 4 hereof.
(b) Not later than 15 Business Days prior to the date specified in subsection (a) of this Section for the
providing of the Annual Report to the Repositories, the City shall provide the Annual Report to the Dissemination
Agent, if any, and the Trustee (if the Trustee is not the Dissemination Agent). If by such date, the Trustee has not
received a copy of the Annual Report, the Trustee shall contact the City and the Dissemination Agent, if any, (if the
Trustee is not the Dissemination Agent) to determine if the City is in compliance with the first sentence of this
subsection (b).
(c) If the Trustee is unable to confirm that an Annual Report has been provided to Repositories by the
date required in subsection (a) of this Section, the Trustee shall send a notice to the Municipal Securities
Rulemaking Board and each State Repository, if any, in substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the name and
address of each National Repository and each State Repository, if any; and
(ii) file a report with the City and (if the Dissemination Agent is not the Trustee) the Trustee
certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was
provided and listing all the Repositories to which it was provided.
Section 3. Content of Annual Reports. The City's Annual Report shall contain or incorporate by
reference the following:
(a) Audited financial statements of the City's Electric System including a balance sheet, a
statement of revenues, expenses and changes in retained earnings, and a statement of cash flows relating to
the City's Light and Power Fund prepared on the accrual basis of accounting. Such financial statements
may be included as part of the City's general purpose financial statements. If the Electric System's audited
financial statements are not available by the time the Annual Report is required to be filed pursuant to
subsection (a) of Section 2 hereof, the Annual Report shall contain unaudited financial statements in a
format similar to the financial statements contained in the Official Statement, and the audited financial
statements shall be filed in the same manner as the Annual Report when they become available.
(b) An update of the information contained in the tables with the following headings in
Appendix A to the Official Statement for the most recently ended Fiscal Year:
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(i) "CITY OF VERNON ELECTRIC SYSTEM POWER SUPPLY
RESOURCES";
(ii) "CITY OF VERNON ELECTRIC SYSTEM CUSTOMERS, RETAIL SALES,
REVENUES AND DEMAND";
(iii) "AVERAGE BILLING PRICE"; and
(iv) "CITY OF VERNON ELECTRIC SYSTEM SUMMARY OF OPERATING
RESULTS".
(c) In addition to any of the information expressly required to be provided under subsections
(a) and (b) of this Section, the City shall provide such further information, if any, as may be necessary to
make the specifically required statements, in the light of the circumstances under which they are made, not
misleading.
Any or all of the items listed above may be included by specific reference to other documents, including
official statements of debt issues of the City or related public entities, which have been submitted to each of the
Repositories or the Securities and Exchange Commission. If the document included by reference is a final official
statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify
each such other document so included by reference.
Section 4. Reporting of Significant Events. (a) Pursuant to the provisions of this Section, the City-- - - Formatted: Bullets and Numbering
shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if
material:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties.
(4) Unscheduled draws on credit enhancements reflecting financial difficulties.
(5) Substitution of credit or liquidity providers, or their failure to perform.
(6) Adverse tax opinions or events affecting the tax-exempt status of the security.
(7) Modifications to rights of the Owners of the Bonds.
(8) Contingent or unscheduled Bond calls.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the securities.'
(11) Rating changes.
(b) The Trustee shall, within one Business Day of obtaining actual knowledge of the occurrence of
any of the Listed Events, contact the Disclosure Representative, inform such person of the event, and request that the
City promptly notify the Trustee in writing whether or not to report the event pursuant to subsection (f) of this
Section. For purposes of this subsection (b), "obtaining actual knowledge " means receipt of actual notice of any of
such Listed Events by a responsible officer of the Trustee's Corporate Trust Department.
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(c) Whenever the City obtains knowledge of the occurrence of a Listed Event, whether because of a
notice from the Trustee pursuant to subsection (b) of this Section or otherwise, the City shall as soon as possible
determine if such event would be material under applicable Federal securities law.
(d) If the City has determined that knowledge of the occurrence of a Listed Event would be material
under applicable Federal securities law, the City shall promptly notify the Trustee in writing. Such notice shall
instruct the Trustee to report the occurrence pursuant to subsection (f) of this Section.
(e) If in response to a request under subsection (b) of this Section, the City determines that the Listed
Event would not be material under applicable Federal securities law, the City shall so notify the Trustee in writing
and instruct the Trustee not to report the occurrence pursuant to subsection (f) of this Section.
(f) If the Trustee has been instructed by the City to report the occurrence of a Listed Event, the
Trustee shall file a notice of such occurrence with the Municipal Securities Rulermaking Board and each State
Repository. Notwithstanding the foregoing, notice of Listed Events described in paragraphs (8) and (9) of
subsection (a) of this Section need not be given under this subsection any earlier than the notice (if any) of the
underlying event is given to Owners of affected Bonds pursuant to the Indenture.
Section 5. Termination of Reporting Obligation. The City's obligations under this Disclosure
Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If
such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the
same manner as for a Listed Event under subsection (f) of Section 4 hereof.
Section 6. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement and may discharge
any such Dissemination Agent, with or without appointing a successor Dissemination Agent; provided the Trustee
shall receive written notice of such appointment, engagement and discharge at the time thereof. The Dissemination
Agent may resign by providing thirty days written notice to the City.
Section 7. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Agreement, the City and the Trustee may amend this Disclosure Agreement (and the Trustee shall agree to any
amendment so requested by the City to the extent that such amendment does not adversely affect the Trustee), and
any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of subsection (a) of Section 2 hereof,
Section 3 hereof or subsection (a) of Section 4 hereof, it may only be made in connection with a change in
circumstances that arises from a change in legal requirements, change in law, or change in the identity,
nature or status of an obligated person with respect to the Bonds, or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of
Bond Counsel, have complied with the requirements of the Rule at the time of the primary offering of the
Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in
circumstances; and
(c) the proposed amendment or waiver (i) is approved by Owners of the Bonds in the manner
provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in
the opinion of the Trustee or Bond Counsel, materially impair the interests of the Owners or Beneficial
Owners.
If the annual financial information or operating data to be provided in the Annual Report is amended
pursuant to the provisions hereof, the annual financial information containing the amended operating data or
financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in
the type of operating data or financial information being provided.
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If an amendment is made to the undertaking specifying the accounting principles to be followed in
preparing financial statements, the annual financial information for the year in which the change is made shall
present a comparison between the financial statements or information prepared on the basis of the new accounting
principles and those prepared on the basis of the former accounting principles. The comparison shall include a
qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting
principles on the presentation of the financial information, in order to provide information to investors to enable
them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison
shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories.
Section 8. Additional Information. Nothing in this Disclosure Agreement shall be deemed tot - - - Formatted: Bullets a'nd Numbering
prevent the City from disseminating any other information, using the means of dissemination set forth in this
Disclosure Agreement or any other means of communication, or including any other information in any Annual
Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement.
If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in
addition to that which is specifically required by this Disclosure Agreement, the City shall have no obligation under
this Disclosure Agreement to update such information or include it in any future Annual Report or notice of
occurrence of a Listed Event. ,
Section 9. Default. In the event of a failure of the City, the Trustee or the Dissemination Agent to
comply with any provision of this Disclosure Agreement, the Trustee may (and, at the written direction of any
Participating Underwriter or the Owners of at least 25% of the aggregate principal amount of the Outstanding
Bonds, shall with indemnification satisfactory to it), or any Owner or Beneficial Owner of the Bonds may, take such
actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to
cause the City, Trustee or the Dissemination Agent, as the case may be, to comply with its obligations under this
Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under
the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the City, the
Trustee or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel
performance.
Section 10. Duties. Immunities and Liabilities of Trustee and Dissemination A ent. Article VIII
of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were
(solely for this purpose) contained in the Indenture. The Dissemination Agent shall be entitled to the protections and
limitations from liability afforded to the Trustee thereunder. Neither the Trustee nor the Dissemination Agent shall
be responsible for the form or content of any Annual Report or notice of Listed Event. The Trustee and
Dissemination Agent shall receive reasonable compensation for its services provided under this Disclosure
Agreement. The Dissemination Agent (if other than the Trustee) shall have only such duties pursuant to this
Disclosure as are specifically set forth herein, and the City agrees to indemnify and save the Dissemination Agent,
its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur
arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses
(including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the
Dissemination Agent's gross negligence or willful misconduct. The obligations of the City under this Section shall
survive resignation or removal of the Dissemination Agent and payment of the Bonds. Any company succeeding to
all or substantially all of the Dissemination Agent's corporate trust business shall be the successor to the
Dissemination Agent hereunder without the execution or filing of any paper or any further act.
Section 11. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City,
the Trustee, the Dissemination Agent, the Participating Underwriter and Owners and Beneficial Owners from time
to time of the Bonds, and shall create no rights in any other person or entity.
Section 12. Governing Law. This Disclosure Agreement shall be interpreted governed by and
construed for all purposes in accordance with the laws of the State for contracts executed and to be performed in the
State.
Section 13. Counterparts. This Disclosure Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same instrument. —eted: OHS west:2642363.t I
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OHS West:260446387.2 - _
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first
above written.
ATTEST:
Manuela Giron,
City Clerk
APPROVED AS TO FORM:
By:
Jeff A. Harrison, City Attorney
CITY OF VERNON
By:
Leonis C. Malburg, Mayor
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., AS TRUSTEE
By:
Authorized Signatory
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EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL
REPORT
Name of Issuer: City of Vernon
Name of Issue: City of Vernon Electric System Revenue Bonds, 2008 Taxable Series A (the "Bonds")
Date of Issuance: September _, 2008
NOTICE IS HEREBY GIVEN that the City of Vernon (the "City") has not provided the Bank of New
York Mellon Trust Company, N.A., as trustee (the "Trustee") under an Indenture of Trust, as supplemented by a
First Supplemental Indenture of Trust, each dated as of September 1, 2008, each between the Issuer and the Trustee,
an Annual Report with respect to the above -named Bonds as required Section 5.02 of such First Supplemental
Indenture of Trust. (The City anticipates that the Annual Report will be filed by ]
Dated:
The Bank of New York Mellon Trust Company,
N.A., as Trustee, on behalf of the City of Vernon
By:
Name:
Title:
cc: City of Vernon
Vernon Natural Gas Financing Authority
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RESOLUTION NO. VNGFA-0010
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
VERNON NATURAL GAS FINANCING AUTHORITY APPROVING
THE CONVERSION OF THE INTEREST RATE PERIOD FOR
AUTHORITY REVENUE BONDS; APPROVING A DISCLOSURE
DOCUMENT IN CONNECTION WITH SUCH BONDS; AND
AUTHORIZING AND APPROVING OTHER DOCUMENTS AND
AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION
WITH THE CONVERSION OF SUCH BONDS
WHEREAS, the City of Vernon (the "City") owns and operates a
natural gas distribution system (the "Gas System") for supplying
natural gas to the municipal electric system owned and operated by the
City for supplying the inhabitants, businesses and industries within
the City with electricity (the "Electric System") and has expanded the
operations of the Gas System to provide natural gas to businesses and
industries within the City; and
WHEREAS, the Gas System provides natural gas, and the
(Electric System provides electricity, at rates which promote economic
(development within the City; and
WHEREAS, the Vernon Natural Gas Financing Authority (the
"Authority") has been established as a separate entity under the
(California Joint Exercise of Powers Act to undertake projects and
(programs that promote economic development within the City; and
WHEREAS, such projects and programs include, among other
things, the Authority's issuance of bonds pursuant to any applicable
bond law, providing credit facilities and liquidity facilities for such
bonds, the entry into interest rate swap agreements with respect to
such bonds, the entry into agreements with respect to the purchase of
natural gas by the Authority and the sale of natural gas to the City;
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11 and
WHEREAS, pursuant to a resolution adopted by the City Council
of the City on August 18, 2008, the City has approved the transactions
authorized and approved by this Resolution; and
WHEREAS, the Authority has issued, and there remains
outstanding, its Variable Rate Revenue Bonds (Vernon Gas Project), 2006
Series B (the "Series B Bonds") and its Variable Rate Revenue Bonds
(Vernon Gas Project), 2006 Series C (the "Series C Bonds") in an
aggregate principal amount of $207,495,000; and
WHEREAS, the Series B Bonds and the Series C Bonds were
issued pursuant to an Indenture of Trust (the "Master Indenture"),
dated as of June 1, 2006, between the Authority and The Bank of New
York Mellon Trust Company, N.A., as successor trustee (the "Trustee"),
as supplemented by the First Supplemental Indenture of Trust (the
"First Supplemental Indenture"), dated as of June 1, 2006, between the
Authority and the Trustee; and
WHEREAS, the Series B Bonds and the Series'C Bonds were
issued in a Weekly Interest Rate Period as provided in the First
Supplemental Indenture; and
WHEREAS, the Authority and Citibank, N.A. have entered into a
Standby Bond Purchase Contract with respect to the Series B Bonds (the
"Series
B Standby Agreement")
and a
separate
Standby Bond
Purchase
Contract
with respect to the
Series
C Bonds
(the "Series C
Standby
Agreement"); and
WHEREAS, the Authority and Citibank, N.A., New York have
entered into an interest rate swap transaction relating to the Series B
Bonds and the Series C Bonds (the "Transaction"); and
WHEREAS, the Authority has determined to terminate the
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(Transaction and in connection therewith may enter into a Termination
Agreement with Citibank, N.A., New York (such Termination Agreement, in
(the form presented to this meeting with such changes, insertions and
(deletions as are made pursuant to this Resolution, being referred to
therein as the "Termination Agreement") and to make any payments due
(from the Authority in connection with the Termination Agreement; and
WHEREAS, the Authority has determined to Convert the Interest
(Rate Period for the Series B Bonds and Series C Bonds from a Weekly
Interest Rate Period to a Long -Term Interest Rate Period to the
(respective maturities of such Bonds so that the Series B Bonds and
Series C Bonds shall be Fixed Rate Bonds; and
WHEREAS, in connection with the Conversion of the Series B
jBonds and the Series C Bonds to Fixed Rate Bonds, there has been
prepared a disclosure document in the form of a Preliminary Reoffering
Memorandum (such Preliminary Reoffering Memorandum in the form
presented concurrently herewith as Exhibit A, with such changes,
insertions and deletions as are made pursuant to this Resolution, being
(referred to herein as the "Preliminary Reoffering Memorandum"); and
WHEREAS, in connection with the Conversion of the Series B
jBonds and the Series C Bonds to Fixed Rate Bonds, there has been
1prepared a Bond Purchase Contract (such Bond Purchase Contract in the
form presented concurrently herewith as Exhibit B, with such changes,
insertions and deletions as are made pursuant to this Resolution, being
ireferred to herein as the "Bond Purchase Contract"); and
WHEREAS, in connection with the Conversion of the Series B
Bonds and the Series C Bonds to Fixed Rate Bonds, the Authority has
been advised it may be in the Authority's best interests to terminate
the Insurance Policy for the Series B Bonds and the Series C Bonds and
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the and the 2006 Reserve Financial Guaranty and in connection therewith
may enter into a Cancellation Agreement with MBIA Insurance
Corporation, the City, the Trustee, and Citigroup Global Markets Inc.
as the owner of the Series B Bonds and the Series C Bonds (under the
Bond Purchase contract) upon the Conversion of such Bonds to Fixed Rate
Bonds (such Cancellation Agreement, in the form presented to this
meeting with such changes, insertions and deletions as are made
pursuant to this Resolution, being referred to herein as the
"Cancellation Agreement") and to make any payments due from the
Authority in connection with the Cancellation Agreement..
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE VERNON NATURAL GAS FINANCING AUTHORITY, AS FOLLOWS:
SECTION 1: The Board of Directors of the Authority hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The Conversion of the Series B Bonds and the
Series C Bonds to Fixed Rate Bonds is hereby approved; provided that
none of the Series B Bonds or the Series C Bonds shall bear interest'
as Fixed Rate Bonds at a rate in excess of eight percent per year.
Each of the Mayor, the Mayor Pro Tem, the City Administrator, the
Treasurer, the City Clerk and the City Attorney of the City shall
continue as an Authorized Authority Representative (each an
"Authorized Authority Representative") for all purposes of the
Indenture. Each Authorized Authority Representative is authorized and
directed, acting singly, to take all actions and, for and in the name
of the Authority, to deliver all notices, directives, instruments,
certificates and any other document required or convenient in
completing the Conversion of the Series B Bonds and the Series C Bonds
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Ito Fixed Rate Bonds.
SECTION 3: The Preliminary Reoffering Memorandum, in
substantially the form presented concurrently herewith as Exhibit A
and made a part hereof as though set forth in full herein, be and the
(same is hereby approved. Each of the Authorized Authority
Representatives, acting singly, is hereby authorized to deliver the
Preliminary Reoffering Memorandum to Citigroup Global Markets Inc. for
distribution to prospective buyers of the Series B Bonds and the
Series C Bonds as Fixed Rate Bonds and to approve such changes,
insertions and deletions to the form of the Preliminary Reoffering
Memorandum presented concurrently herewith as Exhibit A as may be
deemed appropriate by the approving officer in connection with the
offering of the Series B Bonds and Series C Bonds as Fixed Rate Bonds.
The preparation of a final Reoffering Memorandum (the "Reoffering
Memorandum") in connection with the Conversion of the Series B Bonds
and the Series C Bonds to Fixed Rate Bonds is hereby authorized and
approved. The Reoffering Memorandum shall be in substantially the
form of the Preliminary Reoffering Memorandum, with such changes
insertions and deletions as may be deemed appropriate by the
Authorized Authority Representative executing the Reoffering
Memorandum. Each of the Authorized Authority Representatives, acting
singly, is hereby authorized to execute the Reoffering Memorandum in
the name of, and on behalf of, the Authority and to deliver the
Reoffering Memorandum to Citigroup Global Markets Inc. for
distribution to buyers of the Series B Bonds and the Series C Bonds as
Fixed Rate Bonds. Each of the Authorized Authority Representatives,
jacting singly, is hereby authorized to approve and execute any
lamendment or supplement to the Reoffering Memorandum contemplated by
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11the Bond Purchase Contract, in the name and on behalf of the
Authority, and thereupon to cause such amendment or supplement to be
delivered to Citigroup Global Markets Inc. The use of the Preliminary
Reoffering Memorandum and the Reoffering Memorandum in connection with
the offering and sale of the Series B Bonds and Series C Bonds as
Fixed Rate Bonds is hereby authorized and approved. Each of the
Authorized Authority Representatives, acting singly, is hereby
authorized to determine that the Preliminary Reoffering Memorandum and
the Reoffering Memorandum is deemed final for purposes of Rule 15c2-
12.
SECTION 4: The Bond Purchase Contract, in substantially the
form presented concurrently herewith as Exhibit B and made a part
hereof as though set forth in full herein, be and the same is hereby
approved. Each of the Authorized Authority Representatives, acting
singly, is hereby authorized to execute the Bond Purchase Contract in
the name of, and on behalf of, the Authority, and to deliver the Bond
Purchase Contract to Citigroup Global Markets Inc with such changes,
insertions and deletions from the form of the Bond Purchase Contract
presented concurrently herewith as Exhibit B as may be deemed
appropriate by the officer executing the Bond Purchase Contract;
provided that the fee to be paid Citigroup Global Markets Inc in
connection with the offering of the Series B Bonds and Series C,Bonds
as Fixed Rate Bonds shall not exceed one percent (1%) of the principal
amount of the Series B Bonds and Series C Bonds purchased under the
Bond Purchase Contract.
SECTION 5: The termination of the Transaction is hereby
authorized and approved. The Termination Agreement, in substantially
the form presented concurrently herewith as Exhibit C and made a part
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thereof as though set forth in full herein, be and the same is hereby
approved. Each of the Authorized Authority Representatives, acting
singly, is hereby authorized to execute the Termination Agreement in
the name of, and on behalf of, the Authority and deliver the
(Termination Agreement to Citibank, N.A., New York in the form
1presented to the meeting with such changes, insertions and deletions
las may be approved by the Authorized Authority Representative
executing the same, said execution being conclusive evidence of such
approval.
SECTION 6: The termination of the Insurance Policy for the
(Series B Bonds and the Series C Bonds, and the termination of the 2006
Reserve Financial Guaranty, is hereby authorized and approved. Each of
(the Authorized Authority Representatives, acting singly, is hereby
authorized to determine if it is in the Authority's the best interest
to terminate the Insurance Policy for the Series B Bonds and the
Series C Bonds and the 2006 Reserve Financial Guaranty and, if such
determination is made, to take whatever action is necessary or
convenient in terminating the Insurance Policy for the Series B Bonds
and the Series C Bonds and the 2006 Reserve Financial Guaranty. The
Cancellation Agreement, in substantially the form presented
concurrently herewith as Exhibit D and made a part hereof as though
set forth in full herein, be and the same is hereby approved. Each of
the Authorized Authority Representatives, acting singly, is hereby
authorized to execute the Cancellation Agreement in the name of, and
on behalf of, the Authority and deliver the Cancellation Agreement to
the other parties thereto, in the form presented to the meeting with
such changes, insertions and deletions as may be approved by the
Authorized Authority Representative executing the same, said execution
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lbeing conclusive evidence of such approval.
SECTION 7: In connection with the Conversion of the Series
B Bonds and the Series C Bonds to Fixed Rate Bonds, each of the
(Authorized Authority Representatives, acting singly, is hereby
lauthorized to execute and deliver to the Trustee a Supplemental
lIndenture making appropriate amendments to the first Supplemental
lIndenture to reflect that the Series B Bonds and the Series C Bonds
have been converted to Fixed Rate Bonds, including changing the
designations of the Series B Bonds and the Series C Bonds, amending
the form of the Series B Bonds and the Series C Bonds, and delivering
new Series B Bonds and the Series C Bonds in such new form.
SECTION 8: The Chairman or Vice Chairman of this Board df
Directors, the Executive Director of the Authority, the Attorney for
the Authority, the Secretary, each Authorized Authority Representative
and any other proper official, officer or employee of the Authority,
acting singly, be and each of them hereby is authorized to execute and
deliver any and all documents and instruments and to do and cause to
be done any and all acts and things necessary or convenient in
carrying out the transactions contemplated by this Resolution and the
documents and instruments approved or authorized by this Resolution,
including, without limitation, entering into any agreements with
respect to continuing disclosure required by Rule 15c2-12, terminating
the Series B Standby Agreement and the Series C Standby Agreement,
terminating the Transaction, making any determinations or submission
of any documents or reports which are required by any rule or
regulation of any governmental entity in connection with the
Conversion of the Series B Bonds and the Series C Bonds to Fixed Rate
Bonds, the sale of the Series B Bonds and the Series C Bonds as Fixed
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Rate Bonds and the authorization, execution, delivery of, and
performance by the Authority of its obligations under, the documents
and instruments approved or authorized by this Resolution.
SECTION 9: All actions heretofore taken by any committee of
this Board of Directors, or any official, officer, employee,
representative or agent of the Authority, in connection with the
Conversion of the Series B Bonds and the Series C Bonds to Fixed Rate
Bonds, or the authorization, execution, delivery, or performance of
the Authority's obligations under, the transactions, documents and
instruments approved or authorized by this Resolution and the other
actions contemplated by this Resolution, are hereby ratified, approved
and confirmed.
SECTION 10: Capitalized terms used herein and not otherwise
defined shall have the meanings given such terms in the Master
Indenture and the First Supplemental Indenture.
SECTION 11: The Acting Secretary of the Authority shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 18th day of August, 2008.
ATTEST:
MANUELA GIRON, Acting Secretary
Name:
Title: Chairman / Vice Chairman
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, Acting Secretary of the Vernon Natural Gas
Financing Authority ("Authority"), do hereby certify that the foregoing
Resolution, being Resolution No. VNGFA-0010, was duly adopted by the
Board of Directors of the Authority at a regular meeting of the Board
of Directors duly held on Monday, August 18, 2008, and thereafter was
duly signed by the Chairman or Vice Chairman of the Authority.
(SEAL)
MANUELA GIRON, Acting Secretary
- 10 -
INDEX OF EXHIBITS TO RESOLUTION NO. VNGFA-0010
(PRESENTED CONCURRENTLY WITH RESOLUTION AND A PART THEREOF)
EXHIBIT A FORM PRELIMINARY REOFFERING MEMORANDUM
EXHIBIT B FORM BOND PURCHASE CONTRACT
EXHIBIT C FORM CITIBANK SWAP TERMINATION AGREEMENT
EXHIBIT D FORM MBIA CANCELLATION AGREEMENT
FORM MBIA CANCELLATION AGREEMENT EXHIBIT F
DRAFT 08/11/08
CANCELLATION AGREEMENT
THIS CANCELLATION AGREEMENT (this "Agreement") dated as of [�,
2008 is entered into by and among the City of Vernon, a municipal corporation and chartered
city of the State of California (the "City"), the Vernon Natural Gas Financing Authority, a joint
exercise of powers agency of the State of California (the "Issuer"), The Bank of New York
Mellon Trust Company, N.A., as trustee (the "Trustee") under that certain Indenture of Trust,
dated as of June 1, 2006, between the Issuer and The Bank of New York Mellon Trust Company,
N.A.- (as amended and supplemented, the "Indenture"), Citigroup Global Markets Inc., as holder
100% of the hereinafter -defined Bonds (the "Bondholder"), and MBIA INSURANCE
CORPORATION, a stock insurance corporation, duly organized and existing under the laws of
the State of New York ("MBIA").
RECITALS
1. The Issuer issued its Variable Rate Revenue Bonds (Vernon Gas Project) 2006
Series B (the "Series B Bonds") and 2006 Series C (the "Series C Bonds" and, together with the
Series B Bonds, the "Bonds") pursuant to the Indenture and entered into a Natural Gas Sale
Agreement, dated as of June 1, 2006, with the City;
2. MBIA issued Financial Guaranty Insurance Policy No. [_I (the "Series B Policy
Bond Policy"), Financial Guaranty Insurance Policy No. [I (the "Series C Policy Bond
Policy" and, together with the Series B Bond Policy, the "Bond Policies"), and Debt Service
Reserve Surety Bond No. [I (the "Surety Bond" and, together with the Bond Policies, the
"Policies") relating to the Bonds;
3. The Bondholder, the Issuer, and the City have evaluated the merits of cancellation
of the Policies and the execution of this Agreement.
4. The City, after careful and deliberate consideration, agrees that this Agreement in
the Bondholder's best interest, will not negatively impact the Bondholder, and will not achieve a
loss to the Bondholder.
_5. The City and the Bondholder now desire that MBIA should cancel the Policies;
6. The Issuer and the Trustee have agreed to consent to the cancellation of the
Policies; and
7. MBIA has agreed to consent to certain amendments to the documents relating to
the Bonds, based on the agreement that the Policies will be cancelled.
In consideration of the premises and the mutual promises set forth below, the parties
hereto agree as follows:
OHS West:260490477.2
AGREEMENT
Section 1. The City and the Bondholder hereby request that MBIA cancel its Policies,
effective immediately, and. MBIA hereby agrees to comply with the request and cancel its
Policies.
Section 2. The Issuer and the Trustee hereby consent to the cancellation of the Policies.
The Trustee agrees to deliver to MBIA the original of each of the Policies or, if applicable, a
copy of each of the Policies together with an affidavit stating that the original Policies cannot be
located; provided, however, that failure to deliver the Policies or such affidavit shall not have
any effect on the cancellation of the Policies pursuant to this Agreement.
Section 3. Notwithstanding any other provision of this Agreement, MBIA acknowledges
that the Bond Policies shall remain in effect with respect to any claims for Insured Amounts as
described in clause (ii) of the first paragraph of the Bond Policy resulting from payments made
by or on behalf of the Issuer prior to the effective date of the cancellation of the Bond Policy,
which shall be the date hereof.
Section 4. The parties hereto agree that as of the date of this Agreement, the Policies are
hereby cancelled and, subject only to Section 3 above, no amounts will be due or payable
pursuant to the Policies and none of the parties hereto, their successors or assigns will submit any
claims for payment pursuant to the Policies.
Section 5. In addition to any rights granted to MBIA pursuant to the Indenture and other
documents relating to the Bonds, the parties hereto acknowledge that to the extent MBIA makes
any payment pursuant to Section 3 above:
(a) They recognize that to the extent MBIA makes payments, directly or indirectly (as by
paying through the Trustee), on account of principal of or interest on the Bonds to any holder of the
Bonds (a "Holder"), MBIA will be subrogatedto the rights of such Holder to receive the amount of
such principal and interest from the Issuer, as provided and solely from the sources stated in the
Indenture and the Bonds; and
(b) MBIA is accordingly entitled to receive the amount of such principal and interest
(including principal and interest recovered under subparagraph (ii) of the first paragraph
of the Bond Policy, which principal and interest shall be deemed past due and not to have
been paid), as provided in the Indenture and the Bonds, and the parties hereto will
otherwise treat MBIA as the owner of such rights to the amount of such principal and
interest.
Section 6. The City represents and warrants that (a) a new CUSIP has been assigned to
the Bonds, (b) the rating agencies which rate the Bonds have assigned new ratings reflecting the
cancellation of the Policies or have withdrawn the insured ratings thereon, (c) the Bond form has
been amended to exclude the MBIA statement of insurance and to otherwise delete references to
the Policies and MBIA, (d) in connection with any remarketing of the Bonds, a disclosure
document will be delivered to prospective bondholders which states prominently that the MBIA
Policies relating to the Bonds are no longer in effect, and (e) filings have been made with the
NRMSIRs which disclose that the MBIA Policies relating to the Bonds are no longer in effect.
OHS West:260490477.2
Section 7. The Trustee certifies that it has received the materials described on Exhibit A
hereto.
Section 8. The City agrees to pay at the direction of MBIA, immediately and
unconditionally upon demand, all reasonable expenses, including attorneys' fees and expenses,
incurred by MBIA in connection with the execution of �this Agreement and the matters relating
hereto. Further, the City shall indemnify MBIA against any and all liability, claims, loss, costs,
damages, fees of attorneys and other expenses which MBIA may sustain or incur which relate to
or arise by reason of or in consequence of this Agreement.
Section 9. The Bondholder hereby certifies that it is the beneficial owner of 100% of the
outstanding principal amount of the Bonds and that it is executing this Agreement in such
capacity.
Section 10. This Agreement may be executed in several counterparts, each of which shall
be an original and all of which together shall constitute but one and the same instrument.
[Signature page follows]
OHS West:260490477.2
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its respective name by its duly authorized officer, all as of the date first above
written.
MBIA INSURANCE CORPORATION
By i
Title
CITY OF VERNON
By —
Title
, as Issuer
By —
Title
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By —
Title
CITIGROUP GLOBAL MARKETS INC., as
Bondholder
By —
Title
OHS West:260490477.2
EXHIBIT A
MATERIALS RECEIVED BY TRUSTEE
1. Written confirmation of new CUSIPs for the Bonds.
2. Letters from the rating agencies which rate the Bonds providing new ratings which reflect
cancellation of the Policies or evidencing the withdrawal of the insured ratings thereon.
3. Written confirmation that the Bond form has been amended to exclude the statement of
insurance and to make the other modifications required hereby.
4. If the Bonds are to be remarketed, a disclosure document in connection with such remarketing
which states that the Policies are no longer in effect.
5. NRMSIR filings stating that the Policies are no longer in effect.
OHS West:260490477.2
COPS'
OFFICE OF THE CITY ATTORNEY
Jeff A. Harrison, City Attorney
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1438
September 17, 2008
Via Federal Express
Ms. Joann Nguyen
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660-6422
Re: City of Vernon 2008 A Taxable - Purchase Contract - RBC
Capital Markets Corporation
Dear Joann:
Pursuant to your e-mail request, enclosed please find five
executed signature pages of the Purchase Contract for the above -
referenced transaction.
If you have any questions, please contact me.
Very truly yours,
Harrison
y A or
fneyy
JH j 1
Enclosures
cc: Manuela Giron, City Clerk (w/Encl.)
Resolution No. 9695
E1(cfusive(y industriaf
12. This Purchase Contract, when accepted by the City in writing as heretofore specified,
shall constitute the entire agreement between the City and the Underwriter in connection with the
subject matter hereof and is made solely for the benefit of the City and the Underwriter (including
any successor in business of the Underwriter). No other person shall acquire or have any right
hereunder or by virtue hereof. All the representations and agreements in this Purchase Contract shall
remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf
the Underwriter, (b) delivery of and payment for the Bonds hereunder, and (c) any termination of this
Purchase Contract.
Very truly yours,
RBC CAPITAL MARKETS CORPORATION
M.
Managing Director
Accepted on September 17, 2008
CITY OF VEI:
By:
Jeff A. Harvif ity Attorney
ATTEST:.
By:
Manuela Giron, City Clerk
10
DOCSOC/1298934/024450-0012
Page l of 2
Enomoto, Kristen
From Enomoto, Kristen
Sent: Wednesday, August 27, 2008 4:48 PM
To: 'Underwood, Craig'; Fresch; Eric - SBC; covefresch@sprint.blackberry.net
Cc: Higgins, Jeffrey; Harrison, Jeff; donal o'callagharr
Subject: Vernon Conversion Gas Prepay Engagement -SIGNED
Attachments: S&P Rating Agreement for 2006 B&C Rate Conversion (SIGNED).pdf -
All,
Attached is the signed S&P engagement for the 2006 B&C Rate Conversion.
Kristen
From: Underwood, Craig [maiIto:cunderwood@bondlogistix.com]
Sent: Wednesday, August 27, 2008 3:26 PM
To: Fresch, Eric -SBC; covefresch@sprint.blackberry.net; Enomoto, Kristen
Cc: Higgins, Jeffrey; Harrison, Jeff; clonal o'callaghan
Subject: Vernon Conversion Gas Prepay Engagement
Eric: appropriate person (likely you) needs to sign this and send back (therefore I am copying Kristen as well!). Note that you will
now have an annual fee of $15,000.
Still can't get anything out of Moodys.
From: Berkowitz, Pamela [mailto:Pamela_berkowitz@standardandpoors.com]
Sent: Wednesday, August 27, 2008 2:21 PM
To: Underwood, Craig
Subject: Vernon Conversion Gas Prepay Engagement
Hi Craig,
I hope you are doing well. As I mentioned in my voice mail attached is the engagement for the Vernon Natural Gas Authority
Conversion of Variable Rate Bonds (Vernon Gas Project) Series B & C. Please have the engagement executed and sent to my
attention. If you have any questions please advise,
Regards,
Pam.
Pamela Berkowitz
Director
Client Business Management
Standard & Poor's Ratings Services
One Market
Steuart Tower, 15th Floor
San Francisco, CA 94105
415.371.5012 Tel
415.371.5062 Fax
Pamela Berkowitz@sandp.com
The information contained in this message is intended only for the recipient, and may be a confidential attorney -client communication or may otherwise
be privileged; and confidential and protected from disclosure. If the reader of this message is not the intended recipient, or an employee or agent
responsible for delivering this message to the intended recipient, please be aware that any dissemination or copying of this communication is strictly
prohibited. If you have received this communication in error, please immediately notify us by replying to the message and deleting it from your
8/27/2008
w
STANDARD
TA DARD The McGraw
Pamela Berkowitz one Market
NDirector Steuart Tower, 15th Floor
Client Business Management San Francisco, CA 94105
POORyS Ratings Services 415 3715012 Tel
1' 415 3715o62 Fax
pameta—berkowitz@sandp.com
41U.) N. Manta re Avenue
Vernon, CA 90058
Attn: Eric T. Fresch, City Administrator Reg. VN GFI�UO I O
Re: Vernon Natural Gas Financing Authority Conversion of Variable Rate Revenue Bonds
(Vernon Gas Project) 2006 Series B & C
Dear Mr. Fresch:
Thank you for your recent request for a rating from Standard & Poor's Ratings Services
("Standard & Poor's"). This agreement ("Agreement"), including the attached Terms and
Conditions and Utility and Energy Group Ratings Services and Fees which are expressly
incorporated herein and made a part of this Agreement, sets forth the terms and conditions under
which Standard & Poor's will assign ratings to the Vernon Natural Gas Financing Authority
(referred to herein as "you" or the "Company") and the Company's debt obligations.
Upon receipt of a Standard & Poor's rating, the Company enters into a long-term
relationship with Standard & Poor's whereby Standard & Poor's will maintain a Corporate
Credit Rating (issuer rating) on the Company and expects to rate any and all future issues of
publicly distributed debt, including but not limited to bond issues, syndicated loans, preferred
stock, and hybrid/debt equity securities.
The Company will pay Standard & Poor's ratings fees in accordance with the attached
Utility and Energy Group Ratings Fees ("Fee Schedule"). Payment of the fees is not conditioned
on issuance of any particular rating, and Standard & Poor's reserves the right to withdraw the
ratings if fees are not paid. The Company will reimburse Standard & Poor's for its reasonable
travel and related expenses if Standard & Poor's analysts are required to travel in connection with
the rating and/or surveillance process. Should the rating not be assigned for any reason
whatsoever, the Company agrees to compensate Standard & Poor's based on our time, effort, and
charges incurred through the date upon which it is determined that the rating will not be assigned.
The amount due is up to the full rating fee amount, but is usually 60%-80% of the rating fee, plus
any applicable travel and/or legal expenses.
www.standardandpoors.com
The fees to be paid by the Company for its rating apply only to the Company's ratings; this
Agreement and the fees paid by the Company pursuant to this Agreement will not be applied to
Standard & Poor's analytic services and ratings for any affiliates or subsidiaries of the Company.
Please sign below to indicate that the Company accepts the statements contained in this
Agreement, agrees to comply in all respects with the terms and conditions in this Agreement, and
acknowledge your full understanding of the scope and limitations of the rating. Please return your
signed original of this letter to Pamela Berkowitz, Director, Standard & Poor's, One Market, Steuart
Tower, 15`" Floor, San Francisco, CA 94105.
Standard & Poor's is pleased to have the opportunity to be of service to you. For more
information please visit our website at www.standardandpoors.com. If we can be of help in any
other way, please contact us. Thank you for choosing Standard & Poor's, and we look forward to
working with you.
STANDARD & POOR'S RATINGS SERVICES,
a division of The McGraw-Hill Companies, Inc.
j
By:
Pamela Berkowitz, Directo
CONFIRMED, AGREED AND ACCEPTED
AS OF THE DATE FIRST ABOVE WRITTEN:
Vernon Natural Gas Financing Authority
d
By:
Name: anuela Giron
Title: Executive Director
Enclosures: Utility and Energy Group Ratings Fees
Term and Condition Applicable to U.S. Corporate Ratings
cc Steve Dreyer, Managing Director, Standard & Poor's
A. Craig Underwood, President, Bond Logistix LLC
Exhibit A
Utility and Energy Group Ratings Fees
Fees for Issue Ratings: The rating fee for the Vernon Natural Gas Financing Authority's '
Conversion of Variable Rate Revenue Bonds (Vernon Gas Project) 2006 Series B & C is
$50,000. As described above, Standard & Poor's expects to rate any and all of the Company's
future public debt obligations. The fees for such issue ratings will be based upon Standard &
Poor's then current Fee Schedule.
Annual Surveillance Fees: Commencing on the first anniversary of the date of this agreement,
the Company shall pay an annual surveillance fee of $15,000 per year to Standard & Poor's. The
annual surveillance fee is subject to change, but Standard & Poor's will provide advance notice
to the Company of any change.
r
STANDARD
&P'OO S
Standard & Poor's Ratings Services
Terms and Conditions
Applicable To
U.S. Corporate Ratings
Scope of Rating. The Company understands and agrees that (i) an issuer rating reflects Standard & Poor's current opinion of
the Company's overall financial capacity to pay its financial obligations as they come due, (ii) an issue rating reflects Standard
& Poor's current opinion of the likelihood that the Company will make payments of principal and interest on a timely basis in
accordance with the terms of the obligation, (iii) a rating is an opinion and is not a verifiable statement of fact, (iv) ratings are
based on information supplied to Standard & Poor's by the Company or by its agents and upon other information obtained by
Standard & Poor's from other sources it considers reliable, (v) Standard & Poor's does not perform an audit in connection with
any rating and a rating does not represent an audit by Standard & Poor's, (vi) Standard & Poor's relies on Company, its
accountants, counsel, and other experts for the accuracy and completeness of the information submitted in connection with the
rating and surveillance process, (vii) Standard & Poor's undertakes no duty of due diligence or independent verification of any
information, (viii) Standard & Poor's does not and cannot guarantee the accuracy, completeness, or timeliness of the
information relied on in connection with a rating or the results obtained from the use of such information, (ix) Standard &
Poor's may raise, lower, suspend, place on CreditWatch, or withdraw a rating at any time, in Standard & Poor's sole
discretion, and (x) a rating is not a "market" rating nor a recommendation to buy, hold, or sell any financial obligation.
Publication. Standard & Poor's reserves the right to publish, disseminate, or license others to publish or disseminate the rating
and the rationale for the rating unless the Company specifically requests that the rating be assigned and maintained on a
confidential basis. If a confidential rating subsequently becomes public through disclosure by the Company or a third party
other than Standard & Poor's, Standard & Poor's reserves the right to publish it. As a matter of policy, Standard & Poor's
publishes ratings for all public issues in the U.S. market and 144A issues with registration rights. Standard & Poor's may
publish explanations of Standard & Poor's ratings criteria from time to time and nothing in this Agreement shall be construed
as limiting Standard & Poor's ability to modify or refine Standard & Poor's criteria at any time as Standard & Poor's deems
appropriate.
Information to be Provided by the Company. The Company shall meet with Standard & Poor's for an analytic review at
any reasonable time Standard & Poor's requests. The Company also agrees to provide Standard & Poor's promptly with all
information relevant to the rating and surveillance of the rating including information on material changes to information
previously supplied to Standard & Poor's. The rating may be affected by Standard & Poor's opinion of the accuracy,
completeness, timeliness, and reliability of information received from the Company or its agents. Standard & Poor's
undertakes no duty of due diligence or independent verification of information provided by the Company or its agents.
Standard & Poor's reserves the right to withdraw the rating if the Company or its agents fails to provide Standard & Poor's
with accurate, complete, timely, or reliable information.
Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean information received by
Standard & Poor's from the Company which has been marked "Proprietary and Confidential" or in respect of which
Standard & Poor's has received from the Company specific written notice of its proprietary and confidential nature.
Notwithstanding the foregoing, information disclosed by the Company shall not be deemed to be Confidential Information,
and Standard & Poor's shall have no obligation to treat such information as Confidential Information, if such information
(i) was substantially known by Standard & Poor's at the time of such disclosure, (ii) was known to the public at the time of
such disclosure, (iii) becomes known to the public (other than by Standard & Poor's act) subsequent to such disclosure, (iv)
is disclosed lawfully to Standard & Poor's by a third party subsequent to such disclosure, (v) is developed independently by
Standard & Poor's without reference to the Confidential Information, (vi) is approved in writing by the Company for public
disclosure, or (vii) is required by law to be disclosed by the Company or Standard & Poor's provided that notice of such
required disclosure is given to the Company. Commencing on the date hereof, Standard & Poor's will use Confidential
Information only in connection with the assignment and monitoring of ratings and will not directly disclose any
Confidential Information to any third party. Standard & Poor's may also use Confidential Information for research and
modeling purposes provided that the Confidential Information is not presented in a way that can be directly tied to the
6/18/2007 rgk )
Company. The Company agrees that the Confidential Information may be used to raise, lower, suspend, withdraw, place
on CreditWatch, and change the Outlook assigned to any rating if the Confidential Information is not directly disclosed.
Standard & Poor's Not an Advisor, Fiduciary, or Expert. The Company understands and agrees that Standard & Poor's is
not acting as an investment, financial, or other advisor to the Company and that the Company should not and cannot rely
upon the rating or any other information provided by Standard & Poor's as investment or financial advice. Nothing in this
Agreement is intended to or should be construed as creating a fiduciary relationship between Standard & Poor's and the
Company or between Standard & Poor's and recipients of the rating. The Company understands and agrees that Standard
& Poor's has not consented to and will not consent to being named an "expert" under the applicable securities laws,
including without limitation, Section 7 of the U.S. Securities Act of 1933.
Limitation on Damages. The Company agrees,that Standard & Poor's, its officers, directors, shareholders, and employees
shall not be liable to the Company or any other; person for any actions, damages, claims, liabilities, costs, expenses, or
losses in any way arising out of or relating to the rating or the related analytic services provided for in an aggregate amount
in excess of the aggregate fees paid to Standard & Poor's for the rating, except for Standard & Poor's gross negligence or
willful misconduct. In no event shall Standard & Poor's, its officers, directors, shareholders, or employees be liable for
consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, legal fees, or losses (including,
without limitation, lost profits and opportunity costs). In furtherance and not in limitation of the foregoing, Standard &
Poor's will not be liable in respect of any decisions made by the Company or any other person as a result of the issuance of
the rating or the related analytic services provided by Standard & Poor's hereunder or based on anything that appears to be
advice or recommendations. The provisions of this paragraph shall apply regardless of the form of action, damage, claim,
liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise.
The Company acknowledges and agrees that Standard & Poor's does not waive any protections, privileges, or defenses it
may have under law, including but not limited to, the First Amendment of the Constitution of the United States of America.
Long-term Relationship. Once the Company accepts a Standard & Poor's rating, it enters into along -term relationship with
Standard & Poor's. As part of this, Standard & Poor's will assign and maintain a Long -Term Corporate Credit Rating
(issuer rating) on the Company and expects to rate syndicated bank loans and any and all public debt that is issued by,
guaranteed by, and/or is in any other manner an obligation of the Company. -
Term. This Agreement shall terminate when the ratings are withdrawn. Notwithstanding the foregoing, the paragraphs
above, "Confidential Information", "Standard & Poor's Not an Advisor, Fiduciary, or Expert', and "Limitation on
Damages", shall survive the termination of this Agreement or any withdrawal of a rating. .
Third Parties. Nothing in this Agreement, or the rating when issued, is intended or should be construed as creating any
rights on behalf of any third parties, including, without limitation, any recipient of the rating. No person is intended as a
third party beneficiary to this Agreement or to the rating when issued.
d
Binding Effect. This Agreement shall be binding on, and inure to the benefit of, the parties hereto and their successors and
assigns,
Severability. In the event that any term or provision of this Agreement shall be held to be invalid, void, or unenforceable,
then the remainder of this Agreement shall not be affected, impaired, or invalidated, and each such term and provision shall
be valid and enforceable to the fullest extent permitted by law.
Complete Agreement. This Agreement constitutes the complete agreement between the parties with respect to its subject
matter. This Agreement may not be modified except in a writing signed by authorized representatives of both parties.
Governing Law. This Agreement and the rating letter shall be governed by the internal laws of the State of New York. The
parties agree that the state and federal courts of New York shall be the exclusive forums for any dispute arising out of this
Agreement and the parties hereby consent to the personal jurisdiction of such courts.
6/18/2007 rgk
2
Page 1 of 2
Enomoto, Kristen
From: Enomoto, Kristen
Sent: Wednesday, August 27, 2008 4:48 PM
To: 'Underwood, Craig'; Fresch, Eric - SBC; covefresch@sprint.blackberry.net
Cc: Higgins, Jeffrey; Harrison, Jeff, donal o'callaghan
Subject: Vernon Conversion Gas Prepay Engagement - SIGNED
Attachments: S&P Rating Agreement for 2006 B&C Rate Conversion (SIGNED).pdf
All,
Attached is the signed S&P engagement for the 2006 B&C Rate Conversion.
Kristen
From: Underwood, Craig [mailto:cunderwood@bondlogistix.com]
Sent: Wednesday, August 27, 2008 3:26 PM
To: Fresch, Eric - SBC; covefresch@sprint.blackberry.net; Enomoto, Kristen
Cc: Higgins, Jeffrey; Harrison, Jeff; donal o'callaghan
Subject: Vernon Conversion Gas Prepay Engagement
Eric: appropriate person (likely you) needs to sign this and send back (therefore I am copying Kristen as well!). Note that you will
now have an annual fee of $15,000.
Still can't get anything out of Moodys.
From: Berkowitz, Pamela [mailto:pamela_berkowitz@standardandpoors.com]
Sent: Wednesday, August 27, 2008 2:21 PM
To: Underwood, Craig
Subject: Vernon. Conversion Gas Prepay Engagement
Hi Craig,
I hope you are doing well. As I mentioned in my voice mail attached is the engagement for the Vernon Natural Gas Authority
Conversion of Variable Rate Bonds (Vernon Gas Project) Series B & C. Please have the engagement executed and sent to my
attention. If you have any questions please advise.
Regards,
Pam.
Pamela Berkowitz
Director
Client Business Management
Standard & Poor's Ratings Services
One Market
Steuart Tower, 15th Floor
San Francisco, CA 94105
415.371.5012 Tel
415.371.5062 Fax
pamela berkowitz@sandp.com
The information contained in this message is intended only for the recipient, and may be a confidential attorney -client communication or may otherwise
be privileged and confidential and protected from disclosure. If the reader of this message is not the intended recipient, or an employee or agent
responsible for delivering this message to the intended recipient, please be aware that any dissemination or copying of this communication is strictly
prohibited. If you have received this communication in error, please immediately notify us by replying to the message and deleting it from your
8/27/2008
The McOrow,Hlll Companies
STANDARD
&POOR'S
August 27, 2008
City of Vernon
4305 S. Santa Fe Avenue
Vernon, CA 90058
Attn: Eric T. Fresch, City Administrator
Pamela Berkowitz
Director
Client Business Management
Ratings Services
one Market
Steuart Tower,15th Floor
San Francisco, CA 94105
415 3715012 Tel
415 3715o62 Fax
pamela_berkowitz@sandp.com
9(59. VN GFlA -coo 10
Re: Vernon Natural Gas Financing Authority Conversion of Variable Rate Revenue Bonds
(Vernon Gas Project) 2006 Series B & C
Dear Mr. Fresch:
Thank you for your recent request for a rating from Standard & Poor's Ratings Services
("Standard & Poor's"). This agreement ("Agreement"), including the attached Terms and
Conditions and Utility and Energy Group Ratings Services and Fees which are expressly
incorporated herein and made a part of this Agreement, sets forth the terms and conditions under
which Standard & Poor's will assign ratings to the Vernon Natural Gas Financing Authority
(referred to herein as "you" or the "Company") and the Company's debt obligations.
Upon receipt of a Standard & Poor's rating, the Company enters into a long-term
relationship with Standard & Poor's whereby Standard & Poor's will maintain a Corporate
Credit Rating (issuer rating) on the Company and expects to rate any and all future issues of
publicly distributed debt,.,. including but not limited to bond issues, syndicated loans, preferred
stock, and hybrid/debt equity securities.
The Company will pay Standard & Poor's ratings fees in accordance with the attached
Utility and Energy Group Ratings Fees ("Fee Schedule"). Payment of the fees is not conditioned
on issuance of any particular rating, and Standard & Poor's reserves the right to withdraw the
ratings if fees are not paid. The Company will reimburse Standard & Poor's for its reasonable
travel and related expenses if Standard & Poor's analysts are required to travel in connection with
the rating and/or surveillance process. Should the rating not be assigned for any reason
whatsoever, the Company agrees to compensate Standard & Poor's based on our time, effort, and
charges incurred through the date upon which it is determined that the rating will not be assigned.
The amount due is up to the full rating fee amount, but is usually 60%-80% of the rating fee, plus
any applicable travel and/or legal expenses.
www.standardandpoors.com
The fees to be paid by the Company for its rating apply only to the Company's ratings; this
Agreement and the fees paid by the Company pursuant to this Agreement will not be applied to
Standard & Poor's analytic services and ratings for any affiliates or subsidiaries of the Company.
Please sign below to indicate that the Company accepts the statements contained in this
Agreement, agrees to comply in all respects with the terms and conditions in this Agreement, and
acknowledge your full understanding of the scope and limitations of the rating. Please return your
signed original of this letter to Pamela Berkowitz, Director, Standard & Poor's, One Market, Steuart
Tower, 15v' Floor, San Francisco, CA 94105.
Standard & Poor's is pleased to have the opportunity to be of service to you. For more
information please visit our website at www.standardandpoors.com. If we can be of help in any
other way, please contact us. Thank you for choosing Standard & Poor's, and we look forward to
working with you.
STANDARD & POOR'S RATINGS SERVICES,
a division of The McGraw-Hill Companies, Inc.
By: } _AAArt L&t�,
Pamela Berkowitz, Directo
CONFIRMED, AGREED AND ACCEPTED
AS OF THE DATE FIRST ABOVE WRITTEN:
Vernon Natural Gas Financing Authority
By:
Name: anuela Giron
Title: Executive Director
Enclosures: Utility and Energy Group Ratings Fees
Term and Condition Applicable to U.S. Corporate Ratings
cc: Steve Dreyer, Managing Director, Standard & Poor's
A. Craig Underwood, President, Bond Logistix LLC
Exhibit A
Utility and Energy Group Ratings Fees
Fees for Issue Ratings: The rating fee for the Vernon Natural Gas Financing Authority's
Conversion of Variable Rate Revenue Bonds (Vernon Gas Project) 2006 Series B & C is
$50,000. As described above, Standard & Poor's expects to rate any and all of the Company's
future public debt obligations. The fees for such issue ratings will be based upon Standard &
Poor's then current Fee Schedule.
Annual Surveillance Fees: Commencing on the first anniversary of the date of this agreement,
the Company shall pay an annual surveillance fee of $15,000 per year to Standard & Poor's. The
annual surveillance fee is subject to change, but Standard & Poor's will provide advance notice
to the Company of any change.
STANDARD
&P'OOItS
Standard & Poor's Ratings Services
Terms and Conditions
Applicable To
U.S. Corporate Ratings
Scope of Rating. The Company understands and agrees that (i) an issuer rating reflects Standard & Poor's current opinion of
the Company's overall financial capacity to pay its financial obligations as they come due, (ii) an issue rating reflects Standard
& Poor's current opinion of the likelihood that the Company will make payments of principal and interest on a timely basis in
accordance with the terms of the obligation, (iii) a rating is an opinion and is not a verifiable statement of fact, (iv) ratings are
based on information supplied to Standard & Poor's by the Company or by its agents and upon other information obtained by
Standard & Poor's from other sources it considers reliable, (v) Standard & Poor's does not perform an audit in connection with
any rating and a rating does not represent an audit by Standard & Poor's, (vi) Standard & Poor's relies on the Company, its
accountants, counsel, and other experts for the accuracy and completeness of the information submitted in connection with the
rating and surveillance process, (vii) Standard & Poor's undertakes no duty of due diligence or independent verification of any
information, (viii) Standard & Poor's does not and cannot guarantee the accuracy, completeness, or timeliness of the
information relied on in connection with a rating or the results obtained from the use of such information, (ix) Standard &
Poor's may raise, lower, suspend, place on CreditWatch, or withdraw a rating at any time, in Standard & Poor's sole
discretion, and (x) a rating is not a "market" rating nor a recommendation to buy, hold, or sell any financial obligation.
Publication. Standard & Poor's reserves the right to publish, disseminate, or license others to publish or disseminate the rating
and the rationale for the rating unless the Company specifically requests that the rating be assigned and maintained on a
confidential basis. If a confidential rating subsequently becomes public through disclosure by the Company or a third party
other than Standard & Poor's, Standard & Poor's reserves the right to publish it. As a matter of policy, Standard & Poor's
publishes ratings for all public issues in the U.S. market and 144A issues with registration rights. Standard & Poor's may
publish explanations of Standard & Poor's ratings criteria from time to time and nothing in this Agreement shall be construed
as limiting Standard & Poor's ability to modify or refine Standard & Poor's criteria at any time as Standard & Poor's deems
appropriate.
Information to be Provided by the Company. The Company shall meet with Standard & Poor's for an analytic review at
any reasonable time Standard & Poor's requests. The Company also agrees to provide Standard & Poor's promptly with all
information relevant to the rating and surveillance of the rating including information on material changes to information y
previously supplied to Standard & Poor's. The rating may be affected by Standard & Poor's opinion of the accuracy,
completeness, timeliness, and reliability of information received from the Company or its agents. Standard & Poor's
undertakes no duty of due diligence or independent verification of information provided by the Company or its agents.
Standard & Poor's reserves the right to withdraw the rating if the Company or its agents fails to provide Standard & Poor's
with accurate, complete, timely, or reliable information.
Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean information received by
Standard & Poor's from the Company which has been marked "Proprietary and Confidential" or in respect of which
Standard & Poor's has received from the Company specific written notice of its proprietary and confidential nature.
Notwithstanding the foregoing, information disclosed by the Company shall not be deemed to be Confidential Information,
and Standard & Poor's shall have no obligation to treat such information as Confidential Information, if such information
(i) was substantially known by Standard & Poor's at the time of such disclosure, (ii) was known to the public at the time of
such disclosure, (iii) becomes known to the public (other than by Standard & Poor's act) subsequent to such disclosure, (iv)
is disclosed lawfully to Standard & Poor's by a third party subsequent to such, disclosure, (v) is developed independently by
Standard & Poor's without reference to the Confidential Information, (vi) is approved in writing by the Company for public
disclosure, or (vii) is required by law to be disclosed by the Company or Standard & Poor's provided that notice of such
required disclosure is given to the Company. Commencing on the date hereof, Standard & Poor's will use Confidential
Information only in connection with the assignment and monitoring of ratings and will not directly disclose any
Confidential Information to any third party. Standard & Poor's may also use Confidential Information for research and
modeling purposes provided that the Confidential Information is not presented in a way that can be directly tied to the
6/18/2007 rgk
Company. The Company agrees that the Confidential Information may be used to raise, lower, suspend, withdraw, place
on CreditWatch, and change the Outlook assigned to any rating if the Confidential Information is not directly disclosed.
Standard & Poor's Not an Advisor, Fiduciary, or Expert. The Company understands and agrees that Standard & Poor's is
not acting as an investment, financial, or other advisor to the Company and that the Company should not and cannot rely
upon the rating or any other information provided by Standard & Poor's as investment or financial advice. Nothing in this
Agreement is intended to or should be construed as creating a fiduciary relationship between Standard & Poor's and the
Company or between Standard & Poor's and recipients of the rating. The Company understands and agrees that Standard
& Poor's has not consented to and will not consent to being named an "expert" under the applicable securities laws,
including without limitation, Section 7 of the U.S. Securities Act of 1933.
Limitation on Damages. The Company agrees that Standard & Poor's, its officers, directors, shareholders, and employees
shall not be liable to the Company or any other person for any actions, damages, claims, liabilities, costs, expenses, or
losses in any way arising out of or relating to the rating or the related analytic services provided for in an aggregate amount
in excess of the aggregate fees paid to Standard & Poor's for the rating, except for Standard & Poor's gross negligence or
willful misconduct. In no event shall Standard & Poor's, its officers, directors, shareholders, or employees be liable for
consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, legal fees, or losses (including,
without limitation, lost profits and opportunity costs). In furtherance and not in limitation of the foregoing, Standard &
Poor's will not be liable in respect of any decisions made by the Company or any other person as a result of the issuance of
the rating or the related analytic services provided by Standard & Poor's hereunder or based on anything that appears to be
advice or recommendations. The provisions of this paragraph shall apply regardless of the form of action, damage, claim,
liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise.
The Company acknowledges and agrees that Standard & Poor's does not waive any protections, privileges, or defenses it
may have under law, including but not limited to, the First Amendment of the Constitution of the United States of America.
Long-term Relationship. Once the Company accepts a Standard & Poor's rating, it enters into a long-term relationship with
Standard & Poor's. As part of this, Standard & Poor's will assign and maintain a Long -Term Corporate Credit Rating
(issuer rating) on the Company and expects to rate syndicated bank loans and any and all public debt that is issued by,
guaranteed by, and/or is in any other manner an obligation of the Company.
Term. This Agreement shall terminate when the ratings are withdrawn. Notwithstanding the foregoing, the paragraphs
above, "Confidential Information", "Standard & Poor's Not an Advisor, Fiduciary, or Expert", and "Limitation on
Damages", shall survive the termination of this Agreement or any withdrawal of a rating.
Third Parties. Nothing in this Agreement, or the rating when issued, is intended or should be construed as creating any
rights on behalf of any third parties, including, without limitation, any recipient of the rating. No person is intended as a
third party beneficiary to this Agreement or to the rating when issued.
v
Binding Effect. This Agreement shall be binding on, and inure to the benefit of, the parties hereto and their successors and
assigns.
Severability. In the event that any tern or provision of this Agreement shall be held to be invalid, void, or unenforceable,
then the remainder of this Agreement shall not be affected, impaired, or invalidated, and each such term and provision shall
be valid and enforceable to the fullest extent permitted by law.
Complete Agreement. This Agreement constitutes the complete agreement between the parties with respect to its subject
matter. This Agreement may not be modified except in a writing signed by authorized representatives of both parties.
Governing Law. This Agreement and the rating letter shall be governed by the internal laws of the State of New York. The
parties agree that the state and federal courts of New York shall be the exclusive forums for any dispute arising out of this
Agreement and the parties hereby consent to the personal jurisdiction of such courts.
6/18/2007 rgk 2
OFFICE OF THE CITY ATTORNEY
Jeff A. Harrison, City Attorney
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1438
October 27, 2008
VIA FEDRAL EXPRESS
Mr. Sean J. Baxter
Orrick, Herrington & Sutcliffe LLP
777 S. Figueroa St., Suite 3200
Los Angeles, CA 90017-5855
Re: Vernon Natural Gas Financing Authority 2006 Series B and C
Variable Rate Revenue Bonds (Vernon Gas Project)
Dear Sean:
Enclosed please find the signed originals of Notice of
Conversion to Long -Term Interest Rate Period regarding the
above -referenced matters.
If you have any questions, please contact me.
Very tru y yours,
r ; �
i
t
A. Harrison
C Attorney
JH:j1
Enclosures
cc: Ms. Nelly Giron, City Clerk (Resolution Nos. VNGFA-
0010/9695)
Exclusively Industrial
VERNON NATURAL GAS FINANCING AUTHORITY
VARIABLE RATE REVENUE BONDS (VERNON GAS PROJECT),
2006 SERIES B
NOTICE OF CONVERSION TO LONG-TERM INTEREST RATE PERIOD
Notice is hereby given to The Bank of New York Mellon Trust Company, N.A.,
as successor trustee (the "Trustee") under that certain Indenture of Trust (the "Master
Indenture"), dated as of June 1, 2006, between the Vernon Natural Gas Financing
Authority (the "Authority") and The Bank of New York Trust Company, N.A, as
supplemented by that certain First Supplemental Indenture of Trust, dated as of June 1,
2006 (the "First Supplemental Indenture" and, together with the Master Indenture, the
"Indenture") that, pursuant to Section 5 of Exhibit B to the First Supplemental Indenture,
the Authority has elected to Convert the Interest Rate Period for the Authority's Variable
Rate Revenue Bonds (Vernon Gas Project) 2006 Series B (the "Series B Bonds") from a
Weekly Interest Rate Period to a Long -Term Interest Rate Period. Such Long -Term
Interest Rate Period is to have a proposed duration from, and a proposed effective date of,
November 26, 2008 (the "Effective Date") and shall extend to the Maturity Date of the
Series B Bonds, as provided in the Indenture.
The Purchase Date on or prior to which Owners of the Series B Bonds are
required to deliver their Series B Bonds to be purchased in connection with the
Conversion and in accordance with the First Supplemental Indenture is the Effective
Date.
While in the Long -Term Interest Rate Period to the Maturity Date, the Series B
Bonds shall mature and be subject to annual mandatory redemption from Sinking Fund
Installments as provided in Section 3.02(d) of the First Supplemental Indenture.
As provided in the First Supplemental Indenture, attached hereto is a form of the
notice to be mailed by the Trustee to the Owners of the Series B Bonds in connection
with the Conversion of the Series B Bonds to the Long -Term Interest Rate Period
described above. The information concerning the conditions to the Conversion of the
Series B Bonds to a Long -Term Interest Rate Period to the Maturity Date and the
information set forth in Section 4 of Exhibit D of the First Supplemental Indenture in
connection with such Conversion is hereby incorporated herein by reference.
OHS West:260473208.3
Capitalized terms used but undefined herein shall have the meaning ascribed
thereto in the Indenture.
Date: October 24, 2008
VERNON NATURAL GAS FINANCING
AUTHORITY
By:
rize Authority Representative
OHS West:260473208.3
VERNON NATURAL GAS FINANCING AUTHORITY
VARIABLE RATE REVENUE BONDS (VERNON GAS PROJECT),
2006 SERIES C
NOTICE OF CONVERSION TO LONG-TERM INTEREST RATE PERIOD
Notice is hereby given to The Bank of New York Mellon Trust Company, N.A.,
as successor trustee (the "Trustee") under that certain Indenture of Trust (the "Master
Indenture"), dated as of June 1, 2006, between the Vernon Natural Gas Financing
Authority (the "Authority") and The Bank of New York Trust Company, N.A, as
supplemented by that certain First Supplemental Indenture of Trust, dated as of June 1,
2006 (the "First Supplemental Indenture" and, together with the Master Indenture, the
"Indenture") that, pursuant to Section 5 of Exhibit B to the First Supplemental Indenture,
the Authority has elected to Convert the Interest Rate Period for the Authority's Variable
Rate Revenue Bonds (Vernon Gas Project) 2006 Series C (the "Series C Bonds") from a
Weekly Interest Rate Period to a Long -Term Interest Rate Period. Such Long -Term
Interest Rate Period is to have a proposed duration from, and a proposed effective date of,
November 26, 2008 (the "Effective Date") and shall extend to the Maturity Date of the
Series C Bonds, as provided in the Indenture.
The Purchase Date on or prior to which Owners of the Series C Bonds are
required to deliver their Series C Bonds to be purchased in connection with the
Conversion and in accordance with the First Supplemental Indenture is the Effective
Date.
While in the Long -Term Interest Rate Period to the Maturity Date, the Series C
Bonds shall mature and be subject to annual mandatory redemption from Sinking Fund
Installments as provided in Section 3.02(d) of the First Supplemental Indenture.
As provided in the First Supplemental Indenture, attached hereto is a form of the
notice to be mailed by the Trustee to the Owners of the Series C Bonds in connection
with the Conversion of the Series C Bonds to the Long -Term Interest Rate Period
described above. The information concerning the conditions to the Conversion of the
Series C Bonds to a Long -Term Interest Rate Period to the Maturity Date and the
information set forth in Section 4 of Exhibit D of the First Supplemental Indenture in
connection with such Conversion is hereby incorporated herein by reference.
OHS West: 260473208.3
Capitalized terms used but undefined herein shall have the meaning ascribed
thereto in the Indenture.
Date: October 24, 2008
VERNON NATURAL GAS FINANCING
AUTHORITY
By:
lylori Authority Representative
OHS West: 260473208.3
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
August 19, 2008
Sean Baxter
Project Manager
Orrick, Herrington .& Sutcliffe LLP
777 South Figueroa Street, Suite 3200
Los Angeles, CA 90017-5855
Re: Conversion Notices - 2006 Series B & C
Dear Mr. Baxter:
Transmitted herewith as requested are the original conversion notices
signed by the City Attorney, and certified copies of Resolution Nos.
9695 and VNGFA-0010, approved by City Council on August 18, 2008.
If you have any questions regarding this matter, please call Mr. Jeff
Harrison, at (323) 583-8811 ext. 173.
Vety truly yours,
z
Ne y G on
City Clerk
NG:dr
c: Resolution Nos. 9695 & VNGFA-0010
Agreement No. 08-082
Er,cfusivefy Industriaf
VERNON NATURAL GAS FINANCING AUTHORITY
VARIABLE RATE REVENUE BONDS (VERNON GAS PROJECT),
2006 SERIES B
NOTICE OF CONVERSION TO LONG-TERM INTEREST RATE PERIOD
Notice is hereby given to The Bank of New York Mellon Trust Company, N.A.,
as successor trustee (the "Trustee") under that certain Indenture of Trust (the 'Master
Indenture"), dated as of June 1, 2006, between the Vernon Natural Gas Financing
Authority (the "Authority") and The Bank of New York Trust Company, N.A, as
supplemented by that certain First Supplemental Indenture of Trust, dated as of June 1,
2006 (the "First Supplemental Indenture" and, together with the Master Indenture, the
"Indenture") that, pursuant to Section 5 of Exhibit B to the First Supplemental Indenture,
the Authority has elected to Convert the Interest Rate Period for the Authority's Variable
Rate Revenue Bonds (Vernon Gas Project) 2006 Series B (the "Series B Bonds") from a
Weekly Interest Rate Period to a Long -Term Interest Rate Period. Such Long -Term
Interest Rate Period is to have a proposed duration from, and a proposed effective date of,
September 24, 2008 (the "Effective Date") and shall extend to the Maturity Date of the
Series B Bonds, as provided in the Indenture.
The Purchase Date on or prior to which Owners of the Series B Bonds are
required to deliver their Series B Bonds to be purchased in connection with the
Conversion and in accordance with the First Supplemental Indenture is the Effective
Date.
While in the Long -Term Interest Rate Period to the Maturity Date, the Series B
Bonds shall mature and be subject to annual mandatory redemption from Sinking Fund
Installments as provided in Section 3.02(d) of the First Supplemental Indenture.
As provided in the First Supplemental Indenture, attached hereto is a form of the
notice to be mailed by the Trustee to the Owners of the Series B Bonds in connection
with the Conversion of the Series B Bonds to the Long -Term Interest Rate Period
described above. The information concerning the conditions to the Conversion of the
Series B Bonds to a Long -Term Interest Rate Period to the Maturity Date and the
information set forth in Section 4 of Exhibit D of the First Supplemental Indenture in
connection with such Conversion is hereby incorporated herein by reference.
Capitalized terms used but undefined herein shall have the meaning ascribed
thereto in the Indenture.
Date: August 19, 2008
VERNON NATURAL GAS FINANCING
AUTHORITY
By:
f*r4d Authority Representative
OHS West:260473208.2
VERNON NATURAL GAS FINANCING AUTHORITY
VARIABLE RATE REVENUE BONDS (VERNON GAS PROJECT),
2006 SERIES C
NOTICE OF CONVERSION TO LONG-TERM INTEREST RATE PERIOD
Notice is hereby given to The Bank of New York Mellon Trust Company, N.A.,
as successor trustee (the "Trustee") under that certain Indenture of Trust (the "Master
Indenture"), dated as of June 1, 2006, between the Vernon Natural Gas Financing
Authority (the "Authority") and The Bank of New York Trust Company, N.A, as
supplemented by that certain First Supplemental Indenture of Trust, dated as of June 1,
2006 (the "First Supplemental Indenture" and, together with the Master Indenture, the
"Indenture") that, pursuant to Section 5 of Exhibit B to the First Supplemental Indenture,
the Authority has elected to Convert the Interest Rate Period for the Authority's Variable
--Rate Revenue Bonds (Vernon Gas Project) 2006 Series C (the "Series C Bonds") from a
Weekly Interest Rate Period to a Long -Term Interest Rate Period. Such Long -Term
Interest Rate Period is to have a proposed duration from, and a proposed effective date of,
September 24, 2008 (the "Effective Date") and shall extend to the Maturity Date of the
Series C Bonds, as provided in the Indenture.
The Purchase Date on or prior to which Owners of the Series C Bonds are
required to deliver their Series C Bonds to be purchased in connection with the
Conversion and in accordance with the First Supplemental Indenture is the Effective
Date.
While in the Long -Term Interest Rate Period to the Maturity Date, the Series C
Bonds shall mature and be subject to annual mandatory redemption from Sinking Fund
Installments as provided in Section 3.02(d) of the First Supplemental Indenture.
As provided in the First Supplemental Indenture, attached hereto is a form of the
notice to be mailed by the Trustee to the Owners of the Series C Bonds in connection
with the Conversion of the Series C Bonds to the Long -Term Interest Rate Period
described above. The information concerning the conditions to the Conversion of the
Series C Bonds to a Long -Term Interest Rate Period to the Maturity Date and the
information set forth in Section 4 of Exhibit D of the First Supplemental Indenture in
connection with such Conversion is hereby incorporated herein by reference.
Capitalized terms used but undefined herein shall have the meaning ascribed
thereto in the Indenture.
Date: August 19, 2008
VERNON NATURAL GAS FINANCING
AUTHORITY
By: ap,
fHriz944
Authority Representative
OHS West:260473208.2
CERTIFICATE
STATE OF CALIFORNIA )
) ss
COUNTY OF L08 ANGELES)
I, Manuela Giron, City Clerk of the City of Vernon, County
of Los Angeles, State of California, hereby certify that the
attached is a full and complete copy of:
RESOLUTION NO. VNGFA-0010 - A Resolution of the Board of
Directors of the Vernon Natural Gas Financing Authority
Approving the Conversion of the Interest Rate Period for
Authority Revenue Bonds; Approving a Disclosure Document in
Connection With Such Bonds; and Authorizing and Approving
Other Documents and Authorizing Certain Other Actions in
Connection With the Conversion of Such Bonds
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the official Seal of the City of Vernon, County of Los Angeles,
State of California, on this day of August 2008.
SEAL:
City Clerk
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RESOLUTION NO. VNGFA-0010
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
VERNON NATURAL GAS FINANCING AUTHORITY APPROVING
THE CONVERSION OF THE INTEREST RATE PERIOD FOR
AUTHORITY REVENUE BONDS; APPROVING A DISCLOSURE
DOCUMENT IN CONNECTION WITH SUCH BONDS;'AND
AUTHORIZING AND APPROVING OTHER DOCUMENTS AND
AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION
WITH THE CONVERSION OF SUCH BONDS
WHEREAS, the City of Vernon (the "City") owns and operates a
natural gas distribution system (the "Gas System") for supplying
natural gas to .the municipal electric system owned and operated by the
City for supplying the inhabitants, businesses and industries within
the City with electricity (the "Electric System") and has expanded the
loperations of the Gas System to provide natural gas to businesses and
lindustries within the City; and
WHEREAS, the Gas System provides natural gas, and the
(Electric System provides electricity, at rates which promote economic
ldevelopment within the City; and
WHEREAS, the Vernon Natural Gas Financing Authority (the
"Authority") has been established as a separate entity under the
California Joint Exercise of Powers Act to undertake projects and
(programs that promote economic development within the City; and
WHEREAS, such projects and programs include, among other
things, the Authority's issuance of bonds pursuant to any applicable
bond law, providing credit facilities and liquidity facilities for such
bonds, the entry into interest rate swap agreements with respect to
such bonds, the entry into agreements with respect to the purchase of
natural gas by the Authority and the sale of natural gas to the City;
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land
WHEREAS, pursuant to a resolution adopted by the City Council
of the City on August 18, 2008, the City has approved the transactions
authorized and approved by this Resolution; and
WHEREAS, the Authority has issued, and there remains
outstanding, its Variable Rate Revenue Bonds (Vernon Gas Project), 2006
Series B (the "Series B Bonds") and its Variable Rate Revenue Bonds
(Vernon Gas Project), 2006 Series C (the "Series C Bonds") in an
aggregate principal amount of $207,495,000; and
WHEREAS, the Series B Bonds and the Series C Bonds were
issued pursuant to an Indenture of Trust (the "Master Indenture"),
dated as of June 1, 2006, between the Authority and The Bank of New
York Mellon Trust Company, N.A., as successor trustee (the "Trustee"),
as supplemented by the First Supplemental Indenture of Trust (the
"First Supplemental Indenture"), dated as of June 1, 2006, between the
Authority and the Trustee; and
WHEREAS, the Series B Bonds and the Series C Bonds were
lissued in a Weekly Interest Rate Period as provided in the First
Supplemental Indenture; and
WHEREAS, the Authority and Citibank, N.A. have entered into a
Standby Bond Purchase Contract with respect to the Series B Bonds (the
"Series B Standby Agreement") and a separate Standby Bond Purchase
Contract with respect to the Series C Bonds (the "Series C Standby
Agreement"); and
WHEREAS, the Authority and Citibank, N.A., New York have
entered into an interest rate swap transaction relating to the Series B
Bonds and the Series C Bonds (the "Transaction"); and
WHEREAS, the Authority has determined to terminate the
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Transaction and in connection therewith may enter into a Termination
Agreement with Citibank, N.A., New York (such Termination Agreement, in
the form presented to this meeting with such changes, insertions and
deletions as are made pursuant to this Resolution, being referred to
herein as the "Termination Agreement") and to make any payments due
from the Authority in connection with the Termination Agreement; and
WHEREAS, the Authority has determined to Convert the Interest
Rate Period for the Series B Bonds and Series C Bonds from a Weekly
Interest Rate Period to a Long -Term Interest Rate Period to the
respective maturities of such Bonds so that the Series B Bonds and
Series C Bonds shall be Fixed Rate Bonds; and
WHEREAS, in connection with the Conversion of the Series B
Bonds and the Series C Bonds to Fixed Rate Bonds, there has been
prepared a disclosure document in the form of a Preliminary Reoffering
Memorandum (such Preliminary Reoffering Memorandum in the form
presented concurrently herewith as Exhibit A, with such changes,
insertions and deletions as are made pursuant to this Resolution, being
referred to herein as the "Preliminary Reoffering Memorandum"); and
WHEREAS, in connection with the Conversion of the Series B
Bonds and the Series C Bonds to FixedlRate Bonds, there has been
prepared a Bond Purchase Contract (such Bond Purchase Contract in the
form presented concurrently herewith as Exhibit B, with such changes,
insertions and deletions as are made pursuant to this Resolution, being
referred to herein as the "Bond Purchase Contract"); and
WHEREAS, in connection with the Conversion of the Series B
Bonds and the Series C Bonds to Fixed Rate Bonds, the Authority has
been advised it may be in the Authority's best interests to terminate
the Insurance Policy for the Series B Bonds and the Series C Bonds and
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the and the 2006 Reserve Financial Guaranty and in connection therewith
may enter into a Cancellation Agreement with MBIA Insurance
Corporation, the City, the Trustee, and Citigroup Global Markets Inc.
as the owner of the Series B Bonds and the Series C Bonds (under the
Bond Purchase contract) upon the Conversion of such Bonds to Fixed Rate
Bonds (such Cancellation Agreement, in the'form presented to this
meeting with such changes, insertions and deletions as are made
pursuant to this Resolution, being referred to herein as the
"Cancellation Agreement") and to make any payments due from the
Authority in connection with the Cancellation Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE VERNON NATURAL GAS FINANCING AUTHORITY, AS FOLLOWS:
SECTION 1: The Board of Directors of the Authority hereby
finds and determines that the recitals contained hereinabove are true
land correct.
SECTION 2: The Conversion of the Series B Bonds and the
Series C Bonds to Fixed Rate Bonds is hereby approved; provided that
none of the Series B Bonds or the Series C Bonds shall bear interest
as Fixed Rate Bonds at a rate in excess of eight percent per year.
Each of the Mayor, the Mayor Pro Tem, the City Administrator, the
Treasurer, the City Clerk and the City Attorney of the City shall
continue as an Authorized Authority Representative (each an
"Authorized Authority Representative") for all purposes of the
Indenture. Each Authorized Authority Representative is authorized and
directed, acting singly, to take all actions and, for and in the name
of the Authority, to deliver all notices, directives, instruments,
certificates and any other document required or convenient in
completing the Conversionof the Series B Bonds and the Series C Bonds
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Ito Fixed Rate Bonds.
SECTION 3: The Preliminary Reoffering Memorandum, in
substantially the form presented concurrently herewith as Exhibit A
and.made a part hereof as though set forth in full herein, be and the
same is hereby approved. Each of the Authorized Authority
Representatives, acting singly, is hereby authorized to deliver the
Preliminary Reoffering Memorandum to Citigroup Global Markets Inc. for
distribution to prospective buyers of the Series B Bonds and the
Series C Bonds as Fixed Rate Bonds and to approve such changes,
insertions and deletions to the form of the Preliminary Reoffering
Memorandum presented concurrently herewith as Exhibit A as may be
deemed appropriate by the approving officer in connection with the
offering of the Series B Bonds and Series C Bonds as Fixed Rate Bonds.
The preparation of a final Reoffering Memorandum (the "Reoffering
Memorandum") in connection with the Conversion of the Series B Bonds
and the Series C Bonds to Fixed Rate Bonds is hereby authorized and
approved. The Reoffering Memorandum shall be in substantially the
form of the Preliminary Reoffering Memorandum, with such changes,
insertions and deletions as may be deemed appropriate by the
Authorized Authority Representative executing the Reoffering
Memorandum. Each of the Authorized Authority Representatives, acting
singly, is hereby authorized to execute the Reoffering Memorandum in
the name of, and on behalf of, the Authority and to deliver the
Reoffering Memorandum to Citigroup Global Markets Inc. for
distribution to buyers of the Series B Bonds and the Series C Bonds as
Fixed Rate Bonds. Each of the Authorized Authority Representatives,
acting singly, is hereby authorized to approve and execute any
amendment or supplement to the Reoffering Memorandum contemplated by
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the Bond Purchase Contract, in the name and on behalf of the
Authority, and thereupon to cause such amendment or supplement to be
delivered to Citigroup Global Markets Inc. The use of the Preliminary
Reoffering Memorandum and the Reoffering Memorandum in connection with
the offering and sale of the Series B Bonds and Series C Bonds as
Fixed Rate Bonds is hereby authorized and approved. Each of the
Authorized Authority Representatives, acting singly, is hereby
authorized to determine that the Preliminary Reoffering Memorandum and
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the Reoffering Memorandum is deemed final for purposes of Rule 15c2-
12.
SECTION 4: The Bond Purchase Contract, in substantially the
form presented concurrently herewith as Exhibit B and made a part
hereof as though set forth in full herein, be and the same is hereby
approved. Each of the Authorized Authority Representatives, acting
singly, is hereby authorized to execute the Bond Purchase Contract in
the name of, and on behalf of, the Authority, and to deliver the Bond
Purchase Contract to Citigroup Global Markets Inc with such changes,
insertions and deletions from the form of the Bond Purchase Contract
presented concurrently herewith as Exhibit B as may be deemed
appropriate by the officer executing the Bond Purchase Contract;
provided that the fee to be paid Citigroup Global Markets Inc in
Iconnection with the offering of the Series B Bonds and Series C Bonds
as Fixed Rate Bonds shall not exceed one percent (10) of the principal
amount of the Series B Bonds and Series C Bonds purchased under the
lBond Purchase Contract.
SECTION 5: The termination of the Transaction is hereby
authorized and approved. The Termination Agreement, in substantially
the form presented concurrently herewith as Exhibit C and made a part
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1 hereof as though set forth in full herein, be and the same is hereby
2 approved. Each of the Authorized Authority Representatives, acting
3 singly, is hereby authorized to execute the Termination Agreement in
4 the name of, and on behalf of, the Authority and deliver the
5 Termination Agreement to Citibank, N.A., New York in the form
6 presented to the meeting with such changes, insertions and deletions
7 as may be approved by the Authorized Authority Representative
8 executing the same, said execution being conclusive evidence of such
9 approval.
10 SECTION 6: The termination of the Insurance Policy for the
11 Series B Bonds and the Series C Bonds, and the termination of the 2006
12 Reserve Financial Guaranty, is hereby authorized and approved. Each of
13 the Authorized Authority Representatives, acting singly, is hereby
14 authorized to determine if it is in the Authority's the best interest
15 to terminate the Insurance Policy for the Series B Bonds and the
16 Series C Bonds and the 2006 Reserve Financial Guaranty and, if such
17 determination is made, to take whatever action is' necessary or
18 convenient in terminating the Insurance Policy for the Series B Bonds
19 and the Series C Bonds and the 2006 Reserve Financial Guaranty. The
20 Cancellation Agreement, in substantially the form presented
21 concurrently herewith as Exhibit D and made a part hereof as though
22 set forth in full herein, be and the same is hereby approved. Each of
23 the Authorized Authority Representatives, acting singly, is hereby
24 authorized to execute the Cancellation Agreement in the name of, and
25 on behalf of, the Authority and deliver the Cancellation Agreement to
26 the other parties thereto, in the form presented to the meeting with
27 such changes, insertions and deletions as may be approved by the
28 Authorized Authority Representative executing the same, said execution
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being conclusive evidence of such approval.
SECTION 7: In connection with the Conversion of the Series
B Bonds and the Series C Bonds to Fixed Rate Bonds, each of the
Authorized Authority Representatives, acting singly, is hereby
authorized to execute and deliver to the Trustee a Supplemental
Indenture making appropriate amendments to the first Supplemental
Indenture to reflect that the Series B Bonds and the Series C Bonds
have been converted to Fixed Rate Bonds, including changing the
designations of the Series B Bonds and the Series C Bonds, amending
the form of the Series B Bonds and the Series C Bonds, and delivering
new Series B Bonds and the Series C Bonds in -such new form.
SECTION 8: The Chairman or Vice Chairman of this Board of
Directors, the Executive Director of the Authority, the Attorney for
the Authority, the Secretary, each Authorized Authority Representative
and any other proper official, officer or employee of the Authority,
acting singly, be and each of them hereby is authorized to execute and
Ideliver any and all documents and instruments and to do and cause to
be done any and all acts and things necessary or convenient in
carrying out the transactions contemplated by this Resolution and the
documents and instruments approved or authorized by this Resolution,
including, without limitation, entering into any agreements with
respect to continuing disclosure required by Rule 15c2-12, terminating
the Series B Standby Agreement and the Series C Standby Agreement,
terminating the Transaction, making any determinations or submission
lof any documents or reports which are required by any rule or
regulation of any governmental entity in connection with the
Conversion of the Series B Bonds and the Series C Bonds to Fixed Rate
Bonds, the sale of the Series B Bonds and the Series C Bonds as Fixed
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Rate Bonds and the authorization, execution, delivery of, and
performance by the Authority of its obligations under, the documents
and instruments approved or authorized by this Resolution.
. SECTION 9: All actions heretofore taken by any committee of
this Board of Directors, or any official, officer, employee,
representative or agent of the Authority, in connection with the
Conversion of the Series B Bonds and the Series C Bonds to Fixed Rate
Bonds, or the authorization, execution, delivery, or performance of
the Authority's obligations under, the transactions, documents and
instruments approved or authorized by this Resolution and the other
actions contemplated by this Resolution, are hereby ratified, approved
and confirmed.
SECTION 10: Capitalized terms used herein and not otherwise
defined shall have the meanings given such terms in the Master
Indenture and the First Supplemental Indenture.
SECTION 11: The Acting Secretary of the Authority shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 18th day of August, 2008.
Hilario Gonzales
ATTEST:
ELA GIRON,
irig Secretary
Name: �;r Iec-d—
Title: C-Ipf�� / Vice Chairman
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, Acting Secretary of the Vernon Natural Gas
Financing Authority ("Authority"), do hereby certify that the foregoing
Resolution, being Resolution No. VNGFA-0010, was duly adopted by the
Board of Directors of the Authority at a regular meeting of the Board
of Directors duly held on Monday, August 18, 2008, and thereafter was
duly signed by the Chairman or Vice Chairman of the Authority.
MANUELA GIR Acting Secretary
(SEAL)
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CERTIFICATE
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES)
I, Manuela Giron, City Clerk of the City of Vernon, County
of Los Angeles, State of California, hereby certify that the
attached is a full and complete copy of:
RESOLUTION NO. 9695 - A Resolution of the City Council of
the City of Vernon Approving the Conversion of the Interest
Rate Period for Vernon Natural Gas Financing Authority
Revenue Bonds; Approving a Disclosure Document in
Connection With Such Bonds; and Authorizing and Approving
Other Documents and Authorizing Certain Other Actions in
Connection With the Conversion of Such Bonds of the
Authority
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the official Seal of the City ernon, County of Los Angeles,
State of California, on this rj� day of August 2008.
SEAL:
Manuela Giron
City Clerk
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RESOLUTION NO. 9695
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING THE CONVERSION OF THE INTEREST
RATE PERIOD FOR VERNON NATURAL GAS FINANCING
AUTHORITY REVENUE BONDS; APPROVING A DISCLOSURE
DOCUMENT IN CONNECTION WITH SUCH BONDS; AND
AUTHORIZING AND APPROVING OTHER DOCUMENTS AND
AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION
WITH THE CONVERSION OF SUCH BONDS OF THE AUTHORITY
WHEREAS, the City of Vernon (the "City") owns and operates a
natural gas distribution system (the "Gas System") for supplying
natural gas to the municipal electric system owned and operated by the
City for supplying the inhabitants, businesses and industries within
the City with electricity (the "Electric System") and has expanded the
operations of the Gas System to provide natural gas to businesses and
industries within the City; and
WHEREAS, the Gas System provides natural gas, and the
Electric System provides electricity, at rates which promote economic
development within the City; and
WHEREAS, the Vernon Natural Gas Financing Authority (the
"Authority") has been established as a separate entity under the
California Joint Exercise of Powers Act to undertake projects and
programs that promote economic development within the City; and
WHEREAS, such projects and programs include, among other
things, the Authority's issuance of bonds pursuant to any applicable
bond law, providing credit facilities and liquidity facilities for
such bonds, the entry into interest rate swap agreements with respect
to such bonds, the entry into agreements with respect to the purchase
of natural gas by the Authority and the sale of natural gas to the
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�lCity; and
WHEREAS, the Authority has issued, and there remains
outstanding, its Variable Rate 'Revenue Bonds (Vernon Gas Project), 2006
Series B (the "Series B Bonds") and its Variable Rate Revenue Bonds
(Vernon Gas Project), 2006 Series C (the "Series C Bonds") in an
aggregate principal amount of $207,495,000; and
WHEREAS, the Series B Bonds and the Series C Bonds were
issued pursuant to an Indenture of Trust (the "Master Indenture"),
dated as of June 1, 2006, between the Authority and The Bank of New
York Mellon Trust Company, N.A., as successor trustee (the "Trustee"),
as supplemented by the First Supplemental Indenture of Trust (the
"First Supplemental Indenture"), dated as of June 1, 2006, between the
Authority and the Trustee; and
WHEREAS, the Series B Bonds and the Series C Bonds were
lissued in a Weekly Interest Rate Period as provided in the First
Supplemental Indenture; and
WHEREAS, the Authority and Citibank, N.A. have entered into a
Standby Bond Purchase Contract with respect to the Series B Bonds (the
"Series B Standby Agreement") and a separate Standby Bond Purchase
Contract with respect to the Series C Bonds (the "Series C Standby
Agreement"); and
WHEREAS, the City and Morgan Stanley Capital Services Inc.
("Morgan Stanley") have entered into certain interest rate swap
transactions relating to the City's 2004 Revenue Bonds (the
"Transactions"); and
WHEREAS, the City has determined to terminate the
Transactions and in connection therewith may enter into a Termination
Agreement with Morgan Stanley (such Termination Agreement, in the form
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presented to this meeting with such changes, insertions and deletions
as are made pursuant to this Resolution, being referred to herein as
the "Termination Agreement") and to make any payments due from the City
Ilin connection with the Termination Agreements; and
WHEREAS, the Authority has determined to Convert the Interest
Rate Period for the Series B Bonds and Series C Bonds from a Weekly
Interest Rate Period to a Long -Term Interest Rate Period to the
respective maturities of such Bonds so that the Series B Bonds and
Series C Bonds shall be Fixed Rate Bonds; and
WHEREAS, in connection with the Conversion of the Series B
Bonds and the Series C Bonds to Fixed Rate Bonds, there has been
prepared a disclosure document in the form of a Preliminary Reoffering
Memorandum (such Preliminary Reoffering Memorandum in the form
presented concurrently herewith as Exhibit A, with such changes,
insertions and deletions as are made pursuant to this Resolution, being
referred to herein as the "Preliminary Reoffering Memorandum"); and
WHEREAS, in connection with the Conversion of the Series B
Bonds and the Series C Bonds to Fixed Rate Bonds, therehas been
prepared a Bond Purchase Contract (such Bond Purchase Contract in the
form presented concurrently herewith as Exhibit B, with such changes,
insertions and deletions as are made pursuant to this Resolution, being
referred to herein as the "Bond Purchase Contract"); and
WHEREAS, in connection with the Conversion of the Series B
Bonds and the Series C Bonds to Fixed Rate Bonds, there has been
prepared a form of resolution to be considered by the Board of
Directors of the Authority (such resolution in the form presented
concurrently herewith as Exhibit.E, being referred to herein as the
"Authority Resolution"); and
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WHEREAS, in connection with the Conversion of the Series B
Bonds and the Series C Bonds to Fixed Rate Bonds, the City has been
advised it may be in the City's best interests to terminate the
Insurance Policy for the Series B Bonds and the;Series C Bonds and the
and the 2006 Reserve Financial Guaranty and in connection therewith
may enter into a Cancellation Agreement with MBIA Insurance
Corporation, the Authority, the Trustee, and Citigroup Global Markets
Inc. as the owner of the Series B Bonds and the Series C Bonds (under
the Bond Purchase contract) upon the Conversion of such Bonds to Fixed
Rate Bonds (such Cancellation Agreement, in the form presented to this
Imeeting with such changes, insertions and deletions as are made
pursuant to this Resolution, being referred to herein as the
"Cancellation Agreement") and to make any payments due from the City
in connection with the Cancellation Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
Ifinds and determines that the recitals contained hereinabove are true
land correct.
SECTION 2: The Conversion of the Series B Bonds and the
Series C Bonds to Fixed Rate Bonds is hereby approved; provided that
none of the Series B Bonds or the Series C Bonds shall bear interest
as Fixed Rate Bonds at a rate in excess of eight percent per year.
Each of the Mayor, the Mayor Pro-Tem, the City Administrator, the
Treasurer, the City Clerk and the City Attorney of the City shall
continue as an Authorized City Representative (each an "Authorized
City Representative") for all purposes of the Indenture. Each
Authorized City Representative is authorized and directed, acting
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singly, to take all actions and, in the name of, and on behalf of,
the City, to deliver all notices, directives, instruments,
certificates and any other document required or convenient in
completing the Conversion of the Series B Bonds and the Series C Bonds
to Fixed Rate Bonds.
SECTION 3: The Preliminary Reoffering Memorandum, in
substantially the form presented concurrently herewith as Exhibit A
and made a part hereof as though set forth in full herein, be and the
same is hereby approved. Each of the Authorized City Representatives,
acting singly, is hereby authorized to deliver to the Authority
Appendices A and B to the Preliminary Reoffering Memorandum and to
approve such changes, insertions and deletions to the forms of
Appendices A and B to the Preliminary Reoffering Memorandum presented
concurrently herewith as Exhibit A as may be deemed appropriate by the
approving officer. The delivery of the Preliminary Reoffering
Memorandum to Citigroup Global Markets Inc. is hereby authorized and
approved. The preparation of a final Reoffering Memorandum (the
"Reoffering Memorandum") in connection with the Conversion of the
Series B Bonds and the Series C Bonds to Fixed Rate Bonds is hereby
authorized and approved. The Reoffering Memorandum shall be in
substantially the form of the Preliminary Reoffering Memorandum, with
such changes, insertions and deletions as may be deemed appropriate by
the Authorized City Representative executing the Reoffering
Memorandum. Each of the Authorized City Representatives, acting
singly, is hereby authorized to execute the Reoffering Memorandum in
the name of, and on behalf of, the City. The delivery of the
Reoffering Memorandum to Citigroup Global Markets Inc. for
distribution to buyers of the Series B Bonds and the Series C Bonds as
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Fixed Rate Bonds is hereby authorized and approved. Each of the
Authorized City Representatives, acting singly, is hereby authorized
to approve and execute any amendment or supplement to the Reoffering
Memorandum contemplated by the Bond Purchase Contract in the name of,
and on behalf of, the City, and thereupon tocausesuch amendment or
supplement to be delivered to Citigroup Global Markets Inc. The use
of the Preliminary Reoffering Memorandum and the Reoffering Memorandum
in connection with the offering and sale of the Series B Bonds and
Series C Bonds as Fixed Rate Bonds is hereby authorized and approved.
Each of the Authorized City Representatives, acting singly, is hereby
authorized to determine that the Preliminary Reoffering Memorandum and
the Reoffering Memorandum is deemed final for purposes of Rule 15c2-
12.
SECTION 4: The Bond Purchase Contract, in substantially the
form presented concurrently herewith as Exhibit B and made a part
hereof as though set forth in full herein, be and the same is hereby
approved. Each of the Authorized City Representatives, acting singly,
.is hereby authorized to execute the Bond Purchase Contract in the
name of, and on behalf of, the City, and to deliver the Bond Purchase
Contract to Citigroup Global'Markets Inc with such changes, insertions
and deletions from the form of the Bond Purchase Contract presented
concurrently herewith as Exhibit B as may be deemed appropriate by the
officer executing the Bond Purchase Contract; provided that the fee to
be paid Citigroup Global Markets Inc in connection with the offering
of the Series B Bonds and Series C Bonds as Fixed Rate Bonds shall not
exceed one percent (10) of the principal amount of the Series B Bonds
and Series C Bonds purchased under the Bond Purchase Contract.
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SECTION 5: The Continuing Disclosure Agreement, in
substantially the form included in the Preliminary Reoffering
Memorandum presented concurrently herewith as Exhibit A, be and the
same is hereby approved. Each of the Authorized City Representatives,
acting singly, is hereby authorized to execute the Continuing
Disclosure Agreement in the name of, and on behalf of, the City, and
Ito deliver the Continuing Disclosure Agreement to the Trustee with
such changes, insertions and deletions from the form of the Continuing
Disclosure Agreement included in the Preliminary Reoffering Memorandum
(presented concurrently herewith as Exhibit A as may be deemed
(appropriate by the officer executing the Continuing Disclosure
Agreement.
SECTION 6: The termination of the Transactions is hereby
authorized and approved. The Termination Agreement, in substantially
Ithe form presented concurrently herewith as Exhibit C and made a part
hereof as though set forth in full herein, be and the same is hereby
approved. Each of the Authorized City Representatives, acting singly,
is hereby authorized to execute the Termination Agreement in the name
of; and on behalf of, the City, and deliver the Termination Agreement
to Morgan Stanley in the form presented to the meeting with such
changes, insertions and deletions as may be approved by the Authorized
City Representative executing the same, said execution being
conclusive evidence of such approval.
SECTION 7: In connection with such Termination Agreements,
the City intends to issue its Electric System Revenue Bonds, 2008
Taxable Series A (the "2008 Revenue Bonds"). There has been prepared a
disclosure document with respect to the 2008 Revenue Bonds in the form
of a Preliminary Official Statement (the "Preliminary Official
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Statement"). The Preliminary Official Statement, in substantially the
form presented concurrently herewith as Exhibit D and made a part
hereof as though set forth in full herein, be and the same is hereby
approved. Each of the Authorized City Representatives, acting singly,
is hereby authorized to deliver the Preliminary Official Statement RBC
Dain Rauscher, Inc in the form presented concurrently herewith as
Exhibit D with such changes, insertions and deletions from the forms
of the Preliminary Official Statement presented concurrently herewith
as Exhibit D as may be deemed appropriate by the Authorized City
lRepresentative determining that the Preliminary Official Statement is
Ideemed final for purposes of Rule 15c2-12. The preparation of a final
lOfficial Statement (the "Official Statement") in connection with the
12008 Revenue Bonds is hereby authorized and approved. The Official
Statement shall be in substantially the form of the Preliminary
Official Statement, with such changes, insertions and deletions as may
be deemed appropriate by the Authorized City Representative executing
the Official Statement. Each of the Authorized City Representatives,
acting singly, is hereby authorized to execute the Official Statement
in the name of, and on behalf of, the City. The delivery of the
Official Statement to RBC Dain Rauscher, Inc. for distribution to
buyers of the 2008 Revenue Bonds is hereby authorized and approved.
Each of the Authorized City Representatives, acting singly, is hereby
authorized to approve and execute any amendment or supplement to the
Official Statement contemplated by any bond purchase contract (the
"2008 Bond Purchase Contract"), relating to the 2008 Revenue Bonds
approved by this Council, in the name of, and on behalf of, the City,
and thereupon to cause such amendment or supplement to be delivered to
RBC Dain Rauscher, Inc. The use of the Preliminary Official Statement
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1 and the Official Statement in connection with the offering and sale of
2 the 2008 Revenue Bonds is hereby authorized and approved. Each of the
3 Authorized City Representatives, acting singly, is hereby authorized
4 to determine that the Preliminary Official Statement and the Official
5 JIStatement is deemed final for purposes of Rule 15c2-12.
6 SECTION 8: The termination of the Insurance Policy for the
7 Series B Bonds and the Series C Bonds, and the termination of the 2006
8 Reserve Financial Guaranty, is'hereby authorized and approved. Each
9 of the Authorized City Representatives, acting singly, is hereby
10 authorized to determine if it is in the city's the best interest to
11 Ilterminate the Insurance Policy for the Series B Bonds and the Series C
12 IIBonds and the 2006 Reserve Financial Guaranty and, if such
13 determination is made, to take whatever action is necessary or
14 convenient in terminating the Insurance Policy for the Series B Bonds
15 and the Series C Bonds and the 2006 Reserve Financial Guaranty. The
16 Cancellation Agreement, in substantially the form presented
17 concurrently herewith as Exhibit F and made a part hereof as though
18 set forth in full herein, be and the same is hereby approved. Each of
19 the Authorized City Representatives, acting singly, is hereby
20 authorized to execute the Cancellation Agreement in the name of, and
21 on behalf of, the City, and deliver the Cancellation Agreement to the
22 other parties thereto, in the form presented to the meeting with such
23 changes, insertions and deletions as may be approved by the Authorized
24 City Representative executing the same, said execution being
25 conclusive evidence of such approval.
26 SECTION 9: Each Authorized City Representative and any
27 other proper official, officer or employee of the City, acting singly,
28 be and each of them hereby is authorized to execute and deliver any
- 9 -
1 and all documents and instruments and to do and cause to be done any
2 and all acts and things necessary or convenient in carrying out the
3 transactions contemplated by this Resolution and the documents and
4 instruments approved or authorized by this Resolution, including,
5 without limitation, entering into any agreements with respect to
6 continuing disclosure required by Rule 15c2-12, the termination of the
7 Series B Standby Agreement and the Series C Standby Agreement, the
8 termination of the Transactions, the making any determinations or
9 submission of any documents or reports which are required by any rule
10 or regulation of any governmental entity in connection with the
11 Conversion of the Series B Bonds and the Series C Bonds to Fixed Rate
12 Bonds, the sale of the Series B Bonds and the Series C Bonds as Fixed
13 Rate Bonds and the offering of the 2008 Revenue Bonds and the
14 authorization, execution, delivery of, and performance by the City of
15 its obligations under, the documents and instruments approved or
16 authorized by this Resolution.
17 SECTION 10: The Authority Resolution, and all transactions,
18 documents and actions approved or authorized by the Authority
19 Resolution, and the performance of the Authority's and the City's
20 obligations under, the transactions, documents and instruments
21 approved or authorized by the Authority Resolution and the other
22 actions contemplated by the Authority Resolution are hereby
23 authorized, approved, ratified, and confirmed.
24 SECTION 11: All actions heretofore taken by any committee of
25 this City Council, or any official, officer, employee, representative
26 or agent of the City, in connection with the Conversion of the Series
27 B Bonds and the Series C Bonds to Fixed Rate Bonds, or the
28 authorization, execution, delivery, or performance of the City's
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obligations under, the transactions, documents and instruments
approved or authorized by this Resolution and the other actions
contemplated by this Resolution, are hereby ratified, approved and
confirmed.
SECTION 12: Capitalized terms used herein and not otherwise
defined shall have the meanings given such terms in the Master
Indenture and the First Supplemental Indenture.
SECTION 13: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 18th day of August, 2008.
ATTEST:
NUELA GIRON, C ty Clerk
Hilario Gonza1
Name: 244, '
Title: / Mayor Pro-Tem
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STATE OF CALIFORNIA
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9695, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, August 18, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
MANUELA nR171
City Clerk
- 12 -
Page 1-of 2
Romero, Debbie
From:
Enomoto, Kristen
Sent:
Tuesday, August 19, 2008 9:29 AM
To:
'Baxter, Sean'
Cc: Fresch, Eric - SBC; covef resch @sprint. blackberry. net; Harrison, Jeff; Burnett, Alex ; Selberg,
Benjamin ; Underwood, Craig; Higgins, Jeffrey; Carron, Eugene; Giron, Nelly; Romero, Debbie
Subject: Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds (Vernon Gas Project)
2006 Series B & C Conversion
Attachments: 2006 B&C Gas Bonds Conversion Notices to Long -Term Interest Rate 8-19-08.pdf
Good Morning Sean,
Attached are the conversion notices signed by the City Attorney. The originals will be mailed out today.
Thanks,
Kristen
From: Baxter, Sean [mailto:sbaxter@orrick.com]
Sent: Monday, August 18, 2008 5:43 PM
To: Enomoto, Kristen
Cc: Fresch, Eric - SBC; covefresch@sprint. blackberry. net; Harrison, Jeff; Burnett, Alex ; Selberg, Benjamin ;
Underwood, Craig; Higgins, Jeffrey; Carron, Eugene
Subject: Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds (Vernon Gas Project) 2006 Series
B & C Conversion
Good Evening Kristen:
Attached please find the Conversion Notices which the Authority needs to deliver to the Trustee in connection
with the above -referenced Conversion. Please arrange for an Authorized Authority Representative to sign both of
the Notices and send me a PDF copy of each as soon as possible, but in no event later than this Wednesday,
August 20, with an original of each to follow via U.S. mail.
The Authorized Authority Representatives are defined in the Resolution the Authority adopted earlier today as the
Mayor, the Mayor Pro Tem, the City Administrator, the Treasurer, the City Clerk and the City Attorney.
Please do not hesitate to contact me with any questions or concerns. As always, thank you very much for all of
your assistance.
Sean
0
RRI C K
PUBLIC FINANCE
Sean J. Baxter
Project Manager
Orrick, Herrington & Sutcliffe LLP
777 South Figueroa Street
Suite 3200
Los Angeles, CA 90017-5855
tel 213-612-2171
fax 213-612-2499
8/19/2008
Page 2 of 2
sbaxter@orrick.com
www.orrick.com
"EMF <orrick.com>" made the following annotations.
------------------------------------------------------------------------------
IRS Circular 230 disclosure:
To ensure compliance with requirements imposed by the IRS,
we inform you that any tax advice contained in this
communication, unless expressly stated otherwise, was not
intended or written to be used, and cannot be used, for
the purpose of (i) avoiding tax -related penalties under
the Internal Revenue Code or (ii) promoting, marketing or
recommending to another party any tax -related matter(s)
addressed herein.
NOTICE TO RECIPIENT: THIS E-MAIL IS MEANT FOR ONLY THE
INTENDED RECIPIENT OF THE TRANSMISSION, AND MAY BE A
COMMUNICATION PRIVILEGED BY LAW. IF YOU RECEIVED THIS E-
MAIL IN ERROR, ANY REVIEW, USE, DISSEMINATION,
DISTRIBUTION, OR COPYING OF THIS E-MAIL IS STRICTLY
PROHIBITED. PLEASE NOTIFY US IMMEDIATELY OF THE ERROR BY
RETURN E-MAIL AND PLEASE DELETE THIS MESSAGE FROM YOUR
SYSTEM. THANK YOU IN ADVANCE FOR YOUR COOPERATION.
For more information about Orrick, please visit
http://www.orrick.com/
-----------------------------------------------------------
8/19/2008
Page 1 of 4
Romero, Debbie
From: Enomoto, Kristen
Sent: Tuesday, August 19, 2008 11:33 AM
To: 'Baxter, Sean'
Cc: Harrison, Jeff; Lehr, Judy; Giron, Nelly; Romero, Debbie
Subject: Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds (Vernon Gas Project) 2006
Series B & C Conversion
Hi Sean,
The deadline will still be the end of the day August 20th, but if an extra day becomes necessary to make sure
everything is correct and complete, that shouldn't be a problem.
The certified copies of the resolutions will be e-mailed to you today and mailed out with the conversion notices.
Kristen
From: Baxter, Sean [ma i Ito: sbaxter@orrick.com]
Sent: Tuesday, August 19, 2008 11:03 AM
To: Enomoto, Kristen
Cc: Harrison, Jeff
Subject: RE: Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds (Vernon Gas Project) 2006
Series B & C Conversion
Great, thank you very much. If the meeting is September 2, will the agenda deadline be August 21 instead of
August 20 or would it remain August 20 (the underwriters on the Taxable financing are putting together a revised
schedule --sorry to keep bugging you with these kinds of questions)?
Also, thank you for your offer to include the certified copies of the resolutions. That would be great if you were
able to include those with the Conversion Notices today, but if not, PDF copies certainly suffice for now.
Thanks again!
Sean
From: Enomoto, Kristen [mailto:Kenomoto@ci.vernon.ca.us]
Sent: Tuesday, August 19, 2008 10:31 AM
To: Baxter, Sean
Cc: Harrison, Jeff
Subject: Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds (Vernon Gas Project) 2006 Series
B & C Conversion
No problem. Our regular City Council meetings are always the first and third Monday of each month. When a
regularly scheduled meeting falls on a holiday, that meeting is automatically rescheduled to the next business day
at the same time. Thus, because of the Labor Day holiday, our next City Council meeting is scheduled for
Tuesday, September 2nd. However, there is talk that the meeting may be rescheduled to the week of the 8th. I
think Jeff will be able to get back to you a little more definitively later today.
Are there any other documents you need us to send at this time along with the conversion notices? The Council
and Gas Authority resolutions have been signed, so we can include copies or certified copies of those if you need
them.
8/19/2008
Page 2 of 4.
Kristen
From: Baxter, Sean [ma i Ito: sbaxter@orrick.com]
Sent: Tuesday, August 19, 2008 10:09 AM
To: Enomoto, Kristen
Cc: Harrison, Jeff
Subject: RE: Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds (Vernon Gas Project) 2006
Series B & C Conversion
Thanks so much for getting these back to me so quickly! Can you confirm for me when the next City Council
meeting is? Gene was originally under the impression that it was the week of Labor Day, but I have another
calendar in front of me that states it is on September 8. Thanks again!
Sean
From: Enomoto, Kristen[ma iIto: Kenomoto@ci.vernon.ca.us]
Sent: Tuesday, August 19, 2008 9:29 AM
To: Baxter, Sean
Cc: Fresch, Eric - SBC; covefresch@sprint.blackberry.net; Harrison, Jeff; Burnett, Alex ; Selberg, Benjamin ;
Underwood, Craig; Higgins, Jeffrey; Carron, Eugene; Giron, Nelly; Romero, Debbie
Subject: Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds (Vernon Gas Project) 2006 Series
B & C Conversion
Good Morning Sean,
Attached are the conversion notices signed by the City Attorney. The originals will be mailed out today.
Thanks,
Kristen
From: Baxter, Sean [ma i Ito: sbaxter@orrick.com]
Sent: Monday, August 18, 2008 5:43 PM
To: Enomoto, Kristen
Cc: Fresch, Eric - SBC; covefresch@Sprint.bl@ckberry.net; Harrison, Jeff; Burnett, Alex ; Selberg, Benjamin ;
Underwood, Craig; Higgins, Jeffrey; Carron, Eugene
Subject: Vernon Natural Gas Financing Authority Variable Rate Revenue Bonds (Vernon Gas Project) 2006 Series
B & C Conversion
Good Evening Kristen:
Attached please find.the Conversion Notices which the Authority needs to deliver to the Trustee in connection
with the above -referenced Conversion. Please arrange for an Authorized Authority Representative to sign both of
the Notices and send me a PDF copy of each as soon as possible, but in no event later than this Wednesday,
August 20, with an original of each to follow via U.S. mail.
The Authorized Authority Representatives are defined in the Resolution the Authority adopted earlier today as the
Mayor, the Mayor Pro Tem, the City Administrator, the Treasurer, the City Clerk and the City Attorney.
Please do not hesitate to contact me with any questions or concerns. As always, thank you very much for all of
your; assistance.
Sean
8/19/2008
Page 3 of 4
11,
PUBLIC FINANCE
Sean J. Baxter
Project Manager
Orrick, Herrington & Sutcliffe LLP
777 South Figueroa Street
Suite 3200
Los Angeles, CA 90017-5855
tel 213-612-2171
fax 213-612-2499
sbaxter@orrick.com
www.orrick.com
"EMF <orrick.com>" made the following annotations.
------------------------------------------------------------------------------
IRS Circular 230 disclosure:
To ensure compliance with requirements imposed by the IRS,
we inform you that any tax advice contained in this
communication, unless expressly stated otherwise, was not
intended or written to be used, and cannot be used, for
the purpose of (i) avoiding tax -related penalties under
the Internal Revenue Code or (ii) promoting, marketing or
recommending to another party any tax -related matter(s)
addressed herein.
NOTICE TO RECIPIENT: THIS E-MAIL IS MEANT FOR ONLY THE
INTENDED RECIPIENT OF THE TRANSMISSION, AND MAY BE A
COMMUNICATION PRIVILEGED BY LAW. IF YOU RECEIVED THIS E-
MAIL IN ERROR, ANY REVIEW, USE, DISSEMINATION,
DISTRIBUTION, OR COPYING OF THIS E-MAIL IS STRICTLY
PROHIBITED. PLEASE NOTIFY US IMMEDIATELY OF THE ERROR BY
RETURN E-MAIL AND PLEASE DELETE THIS MESSAGE FROM YOUR
SYSTEM. THANK YOU IN ADVANCE FOR YOUR COOPERATION.
For more information about Orrick, please visit
http://www.orrick.com/
"EMF <orrick.com>" made the following annotations.
------------------------------------------------------------------------------
IRS Circular 230 disclosure:
To ensure compliance with requirements imposed by the IRS,
8/19/2008
Page 4 of 4
we inform you that any tax advice contained in this
communication, unless expressly stated otherwise, was not
intended or written to be used, and cannot be used, for
the purpose of (i) avoiding tax -related penalties under
the Internal Revenue Code or (ii) promoting, marketing or
recommending to another party any tax -related matter(s)
addressed herein.
NOTICE TO RECIPIENT: THIS E-MAIL IS MEANT FOR ONLY THE
INTENDED RECIPIENT OF THE TRANSMISSION, AND MAY BE A
COMMUNICATION PRIVILEGED BY LAW. IF YOU RECEIVED THIS E-
MAIL IN ERROR, ANY REVIEW, USE, DISSEMINATION,
DISTRIBUTION, OR COPYING OF THIS E-MAIL IS STRICTLY
PROHIBITED. PLEASE NOTIFY US IMMEDIATELY OF THE ERROR BY
RETURN E-MAIL AND PLEASE DELETE THIS MESSAGE FROM YOUR
SYSTEM. THANK YOU IN ADVANCE FOR YOUR COOPERATION.
For more information about Orrick, please visit
http://www.orrick.com/
"EMF <orrick.com>" made the following annotations.
IRS Circular 230 disclosure:
To ensure compliance with requirements imposed by the IRS,
we inform you that any tax advice contained in this
communication, unless expressly stated otherwise, was not
intended or written to be used, and cannot be used, for
the purpose of (i) avoiding tax -related penalties under
the Internal Revenue Code or (ii) promoting, marketing or
recommending to another party any tax -related matter(s)
addressed herein.
NOTICE TO RECIPIENT: THIS E-MAIL IS MEANT FOR ONLY THE
INTENDED RECIPIENT OF THE TRANSMISSION, AND MAY BE A
COMMUNICATION PRIVILEGED BY LAW. IF YOU RECEIVED THIS E-
MAIL IN ERROR, ANY REVIEW, USE, DISSEMINATION,
DISTRIBUTION, OR COPYING OF THIS E-MAIL IS STRICTLY
PROHIBITED. PLEASE NOTIFY US IMMEDIATELY OF THE ERROR BY
RETURN E-MAIL AND PLEASE DELETE THIS MESSAGE FROM YOUR
SYSTEM. THANK YOU IN ADVANCE FOR YOUR COOPERATION.
For more information about Orrick, please visit
http://www.orrick.com/
-----------------------------------------------------------
8/19/2008