Resolution No. 2020-004RESOLUTION NO. 2020-04
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON AUTHORIZING AND APPROVING THE ISSUANCE OF
ELECTRIC SYSTEM REVENUE BONDS; APPROVING THE
SUPPLEMENTAL INDENTURE OF TRUST PURSUANT TO WHICH
SUCH BONDS ARE TO BE ISSUED; APPROVING A DISCLOSURE
DOCUMENT, A CONTRACT OF PURCHASE, A CONTINUING
DISCLOSURE AGREEMENT AND OTHER DOCUMENTS IN
CONNECTION WITH SUCH BONDS; AND AUTHORIZING CERTAIN
OTHER MATTERS RELATING THERETO
WHEREAS, the City of Vernon (the "City") is a municipal
corporation and a chartered city of the State of California organized
and existing under its Charter and the Constitution of the State of
California; and
WHEREAS, the City is authorized pursuant to Article II of the
City's Charter and the City of Vernon Municipal Facilities Revenue Bond
Law, constituting Article XI of the City Code of the City of Vernon, to
issue bonds, notes and other obligations payable from the Net Revenues
of the Electric System (capitalized terms used herein and not otherwise
defined shall have the meanings given such terms in the Indenture
mentioned below) to finance the costs of any land, improvements,
facilities, equipment and other property of any nature whatsoever which
are used in the Electric System and to refund such bonds, notes and
other obligations; and
WHEREAS, pursuant to an Indenture of Trust, dated as of
September 1, 2008 (the "2008 Master Indenture," and, as amended and
supplemented, the "Indenture"), entered into by the City and The Bank
of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), the
City has provided the terms and conditions for the issuance and
securing of its Electric System Revenue Bonds to finance the Costs of
- 1 -
Capital Improvements to the City's Electric System or to refund any
outstanding Parity Obligations; and
WHEREAS, the City desires to provide for the issuance of its
Electric System Revenue Bonds, 2020 Series, in one or more subseries,
with such designations as determined by the City (collectively, and
with such changes to such name as an Authorized Officer (as defined
herein) may approve, the "2020 Series Bonds"), for the purpose of
providing moneys: (i) to refund one or more of the following series of
bonds, in whole or in part, depending on market conditions at the time
of issuance of the 2020 Series Bonds: (1) the City's Electric System
Revenue Bonds, 2009 Series A; (2) the City's Electric System Revenue
Bonds, 2012 Taxable Series B; and/or (3) the City's Electric System
Revenue Bonds, 2015 Taxable Series A (collectively, the "Refunded
Bonds"); (ii) to finance Costs of Capital Improvements by reimbursing
the Electric System for the prior payment of such Costs from the Light
and Power Fund and by paying Costs of Capital Improvements to the
Electric System (collectively, the "2020 Project"); (iii) to fund a
deposit to the Debt Service Reserve Fund; and (iv) to pay Costs of
Issuance of the 2020 Series Bonds; and
WHEREAS, the 2020 Series Bonds are to be issued under and
pursuant to the 2008 Master Indenture as supplemented by the Fifth
Supplemental Indenture of Trust, to be entered into by and between the
City and the Trustee (such Fifth Supplemental Indenture of Trust, in
the form attached hereto as Exhibit B with such changes, insertions and
deletions as are made pursuant to this Resolution being referred to
herein as the "Fifth Supplemental Indenture"); and
WHEREAS, under the Indenture, a Reserve Financial Guaranty
(as such term is defined in the Indenture) may be deposited in the Debt
2 -
Service Reserve Fund established under the Indenture provided that the
Reserve Financial Guaranty Provider (as such term is defined in the
Indenture) thereof is rated in the highest rating category by each of
the applicable rating agencies that rate such Reserve Financial
Guaranty Provider; and
WHEREAS, currently, no Reserve Financial Guaranty Providers
are rated in the highest rating category by any rating agencies; and
WHEREAS, in order to preserve the City's ability to deposit a
Reserve Financial Guaranty in the Debt Service Reserve Fund, the City
desires to amend the Indenture to allow the City to deposit a Reserve
Financial Guaranty in the Debt Service Reserve Fund if the Reserve
Financial Guaranty Provider has a rating at least equal to the rating
of the City's Electric System Revenue Bonds, such amendment to be
effective upon the defeasance of the City's currently outstanding
Electric System Revenue Bonds; and
WHEREAS, the 2020 Series Bonds are to be payable from and
secured by a pledge and assignment of the Trust Estate on a parity with
all other Bonds issued and Outstanding under the Indenture; and
WHEREAS, Goldman Sachs 6 Co. LLC, as underwriter (the
"Underwriter"), has submitted a proposal to purchase the 2020 Series
Bonds in the form of a Contract of Purchase (such Contract of Purchase,
in the form attached hereto as Exhibit C with such changes, insertions
and deletions as are made pursuant to this Resolution, being referred
to herein as the "Purchase Contract"); and
WHEREAS, in connection with the offering and sale of the 2020
Series Bonds there has been prepared a disclosure document in the form
of a Preliminary Official Statement (such Preliminary Official
Statement in the form attached hereto as Exhibit D with such changes,
- 3 -
insertions and deletions as are made pursuant to this Resolution, being
referred to herein as the "Preliminary Official Statement"); and
WHEREAS, Rule 15c2-12 requires that, in order to be able to
purchase or sell the 2020 Series Bonds, the Underwriter must have
reasonably determined that an obligated person has undertaken in a
written agreement or contract for the benefit of the owners of the 2020
Series Bonds to provide disclosure of certain financial information and
operating data and certain material events on an ongoing basis; and
WHEREAS, in order to cause such requirement of Rule 15c2-12
to be satisfied, the City desires to enter into a Continuing Disclosure
Agreement with the Trustee (such Continuing Disclosure Agreement, in
the form attached to the form of the Preliminary Official Statement
attached hereto as Exhibit D, with such changes, insertions and
deletions as are made pursuant to this Resolution, being referred to
herein as the "Continuing Disclosure Agreement"); and
WHEREAS, Section 8855(i) of the California Government Code
requires the City to adopt a debt management policy prior to the
issuance of debt obligations; and
WHEREAS, there has been prepared a Debt Management Policy in
compliance with the foregoing requirement; and
WHEREAS, in compliance with Senate Bill 450 (Chapter 625 of
the 2017-2018 Session of the California Legislature), which added
Section 5852.1 to the California Government Code, the City has obtained
from the Underwriter required good faith estimates relating to the 2020
Series Bonds, and such estimates are disclosed and set forth in Exhibit
A hereto; and
WHEREAS, there have been submitted to this meeting drafts of
the following:
- 4 -
(1) the Fifth Supplemental Indenture;
(2) the Purchase Contract;
(3) the Preliminary Official Statement, including the
Continuing Disclosure Agreement; and
(4) the Debt Management Policy; and
WHEREAS, after having reviewed and considered the proposal of
the Underwriter to purchase the 2020 Series Bonds on the terms and
conditions contained in the Purchase Contract, this City Council now
desires to authorize the issuance and sale of the 2020 Series Bonds,
including the execution of such documents and the performance of such
acts as may be necessary or desirable to effect such issuance and sale,
and the other actions contemplated by this Resolution.
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 foregoing recitals are true and correct.
SECTION 2: The City Council of the City of Vernon finds
that this action is exempt under the California Environmental Quality
Act (CEQA) in accordance with Sections 15060(c)(3), 15378(b)(4), and
15378(b)(5) because the activity approved by this Resolution relating
to the refinancing or funding of previously -approved projects will not
result in direct or indirect physical changes in the environment and,
therefore, is not a "project," as defined in Section 15378 of the CEQA
Guidelines.
SECTION 3: The City Council of the City of Vernon hereby
approves the Fifth Supplemental Indenture, in substantially the form
attached hereto as Exhibit B, and made a part hereof as though set
forth in full herein.
- 5 -
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Mayor, the Mayor Pro Tem, the City Administrator and the
Finance Director/City Treasurer (each an "Authorized Officer"), acting
singly, to execute and deliver the Fifth Supplemental Indenture, in the
name of and on behalf of the City, in substantially the form attached
hereto with such changes, insertions and deletions as may be approved
by the Authorized Officer executing the Fifth Supplemental Indenture,
said execution being conclusive evidence of such approval, and the City
Clerk is hereby authorized to attest thereto.
SECTION 5: The City Council of the City of Vernon hereby
authorizes and approves, subject to the limitations specified in this
Resolution, the issuance of the 2020 Series Bonds on the terms and
conditions set forth in the Fifth Supplemental Indenture. The
aggregate principal amount of the 2020 Series Bonds shall not exceed
two hundred million dollars (5200,000,000). The 2020 Series Bonds will
be dated as provided in, will bear interest at the rates provided in,
will mature on the date or dates provided in, will be issued in the
form provided in, will have the Sinking Fund Installments specified in,
will be subject to redemption as provided in, and will have such other
terms as shall be provided in, the Fifth Supplemental Indenture as the
same is completed as provided in this Resolution, provided that no 2020
Series Bond shall bear a stated rate of interest in excess of 5.00% per
annum.
SECTION 6: The City Council of the City of Vernon hereby
authorizes the Authorized Officer executing the Fifth Supplemental
Indenture, subject to the limitations set forth in Section 5 hereof and
in this Section 6, to determine the following: (i) the maturity date or
dates of the 2020 Series Bonds (but no 2020 Series Bond shall mature
- 6 -
later than August 1, 2050); (ii) the principal amount of the 2020
Series Bonds maturing on each maturity date; (iii) the interest rate or
rates for the 2020 Series Bonds maturing on each maturity date;
(iv) the maturity or maturities, if any, of the 2020 Series Bonds to be
redeemed or paid at maturity from Sinking Fund Installments (`Term 2020
Series Bonds"); (v) the Sinking Fund Installments for the Term 2020
Series Bonds; and (vi) the redemption provisions for the 2020 Series
Bonds.
SECTION 7: The net proceeds received on the sale of the
2020 Series Bonds shall be applied to such purposes as are set forth in
the recitals to this Resolution in the manner provided in the Fifth
Supplemental Indenture.
SECTION B: The City Council of the City of Vernon hereby
approves the Purchase Contract, in substantially the form attached
hereto as Exhibit C, and made a part hereof as though set forth in full
herein. -Each of the Authorized Officers, acting singly, is hereby
authorized to execute and deliver the Purchase Contract, in the name of
and on behalf of the City, in substantially the form attached hereto
with such changes, insertions and deletions as may be approved by the
Authorized Officer executing said Purchase Contract and as are
consistent with the determinations of the terms of the 2020 Series
Bonds made pursuant to this Resolution, said execution being conclusive
evidence of such approval.
SECTION 9: The City Council of the City of Vernon hereby
authorizes the Authorized Officer executing the Purchase Contract to
determine the purchase price to be paid for the 2020 Series Bonds under
the Purchase Contract; provided, however, that the aggregate
Underwriter's discount (not including original issue discount which
- 7 -
shall not exceed 15% of the aggregate principal amount of the 2020
Series Bonds) for the 2020 Series Bonds shall be not more than 0.5% of
the aggregate principal amount of the 2020 Series Bonds.
SECTION 10: The City Council of the City of Vernon hereby
approves and authorizes the sale of the 2020 Series Bonds to the
Underwriter on the terms and conditions contained in the Purchase
Contract, as the same may be completed in accordance with the
provisions of this Resolution, with such changes, insertions and
deletions as are authorized hereby.
SECTION 11: The City Council of the City of Vernon hereby
approves the Preliminary Official Statement, in substantially the form
attached hereto as Exhibit D, and made a part hereof as though set
forth in full herein. Each of the Authorized Officers, acting singly,
is hereby authorized to cause the Preliminary Official Statement to be
delivered to the Underwriter, in substantially the form attached hereto
as Exhibit D with such changes, insertions and deletions as may be
approved by the Authorized Officer delivering the Preliminary Official
Statement (including without limitation the insertion of the proposed
terms of the 2020 Series Bonds), said delivery being conclusive
evidence of such approval.
SECTION 12: The Council of the City of Vernon hereby
authorizes and approves the use of the Preliminary Official Statement
in connection with the offering and sale of the 2020 Series Bonds by
the Underwriter, including delivery of the Preliminary Official
Statement in electronic form. Each of the Authorized Officers, acting
singly, is hereby authorized to determine that the Preliminary Official
Statement is deemed final for purposes of Rule 15c2-12.
SECTION 13: The City Council of the City of Vernon hereby
- 8 -
approves the preparation and delivery to the Underwriters of a final
Official Statement (the "Official Statement") relating to the 2020
Series Bonds, and its use by the Underwriters in connection with the
offering and sale of the 2020 Series Bonds, including delivery of the
Official Statement in electronic form. The Official Statement shall be
in substantially the form of the Preliminary Official Statement with
such changes, insertions and deletions as may be approved by the
Authorized Officer executing the Official Statement (including without
limitation the insertion of the final terms of the 2020 Series Bonds),
said execution being conclusive evidence of such approval. Each of the
Authorized Officers, acting singly, is hereby authorized to execute the
Official Statement, in the name and on behalf of the City, and
thereupon to cause the Official Statement to be delivered to the
Underwriters. Each of the Authorized Officers, acting singly, is
hereby authorized to approve and execute any amendment or supplement to
the Official Statement contemplated by the Purchase Contract, in the
name and on behalf of the City, and thereupon to cause such amendment
or supplement, to be delivered to the Underwriters.
SECTION 14: The City Council of the City of Vernon hereby
approves the Continuing Disclosure Agreement, in substantially the form
attached to the form of the Preliminary Official Statement attached
hereto as Exhibit D. Each of the Authorized Officers, acting singly,
is hereby authorized to execute and deliver the Continuing Disclosure
Agreement, in the name of and on behalf of the City, in substantially
such form with such changes, insertions and deletions as may be
approved by the Authorized Officer executing the same, said execution
being conclusive evidence of such approval, and the City Clerk is
hereby authorized to attest thereto.
- 9 -
SECTION 15: The City Council of the City of Vernon hereby
approves the Debt Management Policy, in substantially the form attached
hereto as Exhibit E, and made a part hereof as though set forth in full
herein.
SECTION 16: The City Council of the City of Vernon hereby
authorizes the Authorized Officers: (i) to solicit bids on a municipal
bond insurance policy and/or reserve surety for the benefit of the 2020
Series Bonds; (ii) to negotiate the terms of such policy or policies;
(iii) to finalize, if appropriate, the form of such policy or policies
and related agreements with a municipal bond insurer; and (iv) if it is
determined that the policy or policies will result in net savings for
the City, to pay the insurance premium of such policy or policies from
the proceeds of the issuance and sale of the 2020 Series Bonds.
SECTION 17: The City Council of the City of Vernon hereby
authorizes the Mayor, the Mayor Pro Tem, the City Administrator, the
Finance Director/City Treasurer, the City Clerk, the City Attorney, the
Director of Public Utilities and any other proper official, officer or
employee of the City, acting singly, be and each of them 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 actions authorized by this Resolution and the transactions
contemplated by the documents and instruments approved or authorized by
this Resolution, including, without limitation, 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 issuance and sale of the 2020 Series Bonds and the
authorization, execution, delivery and performance by the City of its
obligations under the documents and instruments approved or authorized
- 10 -
by this Resolution.
SECTION 18: The City Council of the City of Vernon hereby
approves the amendment to the Indenture set forth in Section 5.01 of
the Fifth Supplemental Indenture.
SECTION 19: The City Council of the City of Vernon hereby
ratifies, approves and confirms all actions heretofore taken by any
committee of the City Council, or any official, officer, employee,
representative or agent of the City, in connection with the issuance
and sale of the 2020 Series Bonds or the authorization, execution,
delivery, or performance of the City's obligations under the documents
and instruments approved or authorized by this Resolution, including
but not limited to the delivery of escrow agreements and/or
instructions to The Bank of New York Mellon Trust Company, N.A., as
trustee for the Refunded Bonds, related to the refunding of the
Refunded Bonds and the delivery of redemption and defeasance notices in
connection therewith, and the other actions contemplated by this
Resolution.
SECTION 20: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of Resolutions
of the Council of this City.
APPROVED AND ADOPTED this 18sh day of February, 2020.
ATTEST:
Y1I L
Lisa Pope, CitSr Clerk
APPROVED AS TO •ORM:
Brian Byun,
Senior Deputy Ci V Attorney
<l�t,�L gtit1�
Na.e: iMO13ef8• Ybaria
Title• Mayor ,-
Maw -
- 12 -
STATE OF CALIFORNIA )
ss
COUNTY OF LOS ANGELES )
I, Lisa Pope, City Clerk of the City of Vernon, do hereby certify
that the foregoing Resolution, being Resolution No. 2020-04, was duly
passed, approved and adopted by the City Council of the City of Vernon
at a regular meeting of the City Council duly held on Tuesday, February
18, 2020, and thereafter was duly signed by the Mayor or Mayor Pro-Tem
of the City of Verno,n11.
tk
Executed this�I day of February, 2020 at Vernon, California.
(SEAL)
- 13 -
CK tk,
Lisa Pope, Ci y Clerk
EXHIBIT A
GOVERNMENT CODE SECTION 5852.1 DISCLOSURE
The following information consists of estimates that have been provided by the Underwriter and
has been represented by such party to have been provided in good faith:
(A) True Interest Cost of the 2020 Series Bonds: 2.33%
(B) Finance Charge of the 2020 Series Bonds (Sum of all fees/charges paid to third parties):
$765,000
(C) Net Proceeds of the 2020 Series Bonds to be Received (net of finance charges, reserves
and capitalized interest, if any): $170,001,688
(D) Total Payment Amount through Maturity of the 2020 Series Bonds: $191,975,408
The foregoing constitute good faith estimates only. The principal amount of the 2020 Series
Bonds, the true interest cost of the 2020 Series Bonds, the finance charges thereof, the amount of
proceeds received therefrom and total payment amount with respect thereto may differ from such good
faith estimates due to: (a) the actual date of the sale of the 2020 Series Bonds being different than the
date assumed for purposes of such estimates; (b) the actual principal amount of 2020 Series Bonds
sold being different from the estimated amount used for purposes of such estimates; (c) the actual
amortization of the 2020 Series Bonds being different than the amortization assumed for purposes of
such estimates; (d) the actual market interest rates at the time of sale of the 2020 Series Bonds being
different than those estimated for purposes of such estimates; (e) other market conditions; or (f)
alterations in the City's financing plan, or a combination of such factors.
The actual date of sale of the 2020 Series Bonds and the actual principal amount of 2020 Series
Bonds sold will be determined by the City based on a variety of factors. The actual interest rates bome
by the 2020 Series Bonds will depend on market interest rates at the time of sale thereof. The actual
amortization of the 2020 Series Bonds will also depend, in part, on market interest rates at the time of
sale thereof. Market interest rates are affected by economic and other factors beyond the control of
the City.
A-1
EXHIBIT A
EXHIBIT A
GOVERNMENT CODE SECTION 5852.1 DISCLOSURE
The following information consists of estimates that have been provided by the Underwriter and
has been represented by such party to have been provided in good faith:
(A) True Interest Cost of the 2020 Series Bonds: 2.33%
(B) Finance Charge of the 2020 Series Bonds (Sum of all feesicharges paid to third parties):
$765,000
(C) Net Proceeds of the 2020 Series Bonds to be Received (net of finance charges, reserves
and capitalized interest, if any): $170,001,688
(D) Total Payment Amount through Maturity of the 2020 Series Bonds: $191,975,408
The foregoing constitute good faith estimates only. The principal amount of the 2020 Series
Bonds, the true interest cost of the 2020 Series Bonds, the finance charges thereof, the amount of
proceeds received therefrom and total payment amount with respect thereto may differ from such good
faith estimates due to: (a) the actual date of the sale of the 2020 Series Bonds being different than the
date assumed for purposes of such estimates; (b) the actual principal amount of 2020 Series Bonds
sold being different from the estimated amount used for purposes of such estimates; (c) the actual
amortization of the 2020 Series Bonds being different than the amortization assumed for purposes of
such estimates; (d) the actual market interest rates at the time of sale of the 2020 Series Bonds being
different than those estimated for purposes of such estimates; (a) other market conditions; or (f)
alterations in the City's financing plan, or a combination of such factors.
The actual date of sale of the 2020 Series Bonds and the actual principal amount of 2020 Series
Bonds sold will be determined by the City based on a variety of factors. The actual interest rates bome
by the 2020 Series Bonds will depend on market interest rates at the time of sale thereof. The actual
amortization of the 2020 Series Bonds will also depend, in part, on market interest rates at the time of
sale thereof. Market interest rates are affected by economic and other factors beyond the control of
the City.
A-1
EXHIBIT B
Stradling Yocca Carlson & Routh
Draft of 1129120
FIFTH SUPPLEMENTAL
INDENTURE OF TRUST
between
CITY OF VERNON
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Dated as of March 1, 2020
Relating to
City of Vernon
Electric System Revenue Bonds,
2020 Series A
TABLE OF CONTENTS
Page
ARTICLE I AUTHORITY AND DEFINITIONS............................................................................2
Section 1.01
Supplemental Indenture of Trust............................................................................2
Section 1.02
Authority for the Fifth Supplemental Indenture of Trust.......................................2
Section1.03
Definitions..............................................................................................................2
Section 1.04
Interpretation...........................................................................................................3
ARTICLE 11 THE 2020 SERIES A BONDS.....................................................................................4
Section 2.01
Principal Amount and Designation; Conditions to Issuance..................................4
Section 2.02
Terms of the 2020 Series A Bonds; Registration; Denominations; Payment of
Principaland Interest..............................................................................................4
Section 2.03
Terms of Redemption.............................................................................................5
Section 2.04
Application of Proceeds of 2020 Series A Bonds...................................................5
ARTICLEIII RESERVED..................................................................................................................6
ARTICLEIV FUNDS.........................................................................................................................6
Section 4.01
2020 Costs of Issuance Fund..................................................................................6
Section 4.02
2020 Capital Improvement Food............................................................................7
ARTICLE V MISCELLANEOUS.....................................................................................................8
Section 5.01
Indenture to Remain in Effect.................................................................................8
Section 5.02
Continuing Disclosure............................................................................................
9
Section 5.03
Tax Covenants........................................................................................................9
Section5.04
Rebate Account.....................................................................................................
10
Section 5.05
Notice to Rating Agencies....................................................................................
11
Section5.06
Notices..................................................................................................................
11
Section5.07
Counterparts..........................................................................................................
12
EXHIBIT A FORM OF 2020 SERIES A
FIFTH SUPPLEMENTAL INDENTURE OF TRUST
THIS FIFTH SUPPLEMENTAL INDENTURE OF TRUST, dated as of March 1, 2020,
is entered into by and between the City of Vernon (the "City"), a municipal corporation and
chartered city of the State of California, and The Bank of New York Mellon Trust Company, N.A.,
as trustee (the "Trustee"), a national banking association that is duly organized and existing under
and by virtue of the laws of the United States of America, authorized to accept and execute trusts of
the character in the Indenture set forth.
RECITALS
1. The City has entered into the Indenture of Trust, dated as of September 1, 2008 (the
"Master Indenture") by and between the City and the Trustee, to provide for the issuance from time
to time by the City of Bonds (capitalized terms used herein shall have the meanings given such terms
pursuant to Section 1.03) to, among other things, pay the Cost of Capital Improvements and to refund
Outstanding Bonds.
2. The Cost of the Capital Improvements under the Indenture includes all costs of
acquiring such Capital Improvements permitted under the Bond Ordinance and includes reimbursing
the City for such Costs paid by the City.
3. The Master Indenture authorizes the City and the Trustee to enter into Supplemental
Indentures to provide for the issuance of Bonds.
4. The City desires to issue its 2020 Series A Bonds in order to provide moneys: (a) to
refund the Refunded 2009A Bonds, Refunded 2012E Bonds and Refunded 2015A Bonds; (b) to
finance Costs of Capital Improvements by reimbursing the Electric System for the prior payment of
such Costs from the Light and Power Fund and by paying Costs of the 2020 Project; (c) to fund a
deposit to the Debt Service Reserve Fond; and (d) to pay Costs of Issuance of the 2020 Series A
Bonds.
5. The City has determined that all acts and things have been done and performed which
are necessary to make the Indenture, as hereto amended and supplemented and as supplemented by
this Fifth Supplemental Indenture, a valid and binding agreement for the security of the 2020 Series
A Bonds authenticated and delivered hereunder.
In consideration of the premises, the acceptance by the Trustee of the trusts hereby created
and originally created by the Master Indenture, the mutual covenants herein contained and the
purchase and acceptance of the 2020 Series A Bonds by the Owners thereof, and for other valuable
consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the
principal of, Redemption Price, if any, and interest on the 2020 Series A Bonds according to their
tenor and effect, and the performance and observance by the City of all the covenants and conditions
in the Indenture and in the 2020 Series A Bonds contained on its part to be performed, it is agreed by
and between the City and the Trustee as follows:
ARTICLE
AUTHORITY AND DEFINITIONS
Section 1.01 Supplemental Indenture of Trust. This Fifth Supplemental Indenture is
supplemental to the Master Indenture.
Section 1.02 Authority for the Fifth Supplemental Indenture of Trust. This Fifth
Supplemental Indenture is entered into: (a) pursuant to the Charter and Bond Ordinance; and (b) in
accordance with Articles II and VII of the Master Indenture.
Section 1.03 Definitions.
(a) Except as otherwise defined by this Fifth Supplemental Indenture, all terms which are
defined in Section 1.01 of the Master Indenture, as amended and supplemented to the date hereof,
shall have the same meanings, respectively, in this Fifth Supplemental Indenture as such terms are
given in the Master Indenture as so amended and supplemented.
(b) Additional Definitions. The following terms shall, with respect to the 2020 Series A
Bonds and for all purposes hereof, have the meanings set forth below:
"Authorized Denominations" means, with respect to the 2020 Series A Bonds, $5,000
and any integral multiple thereof.
"Fifth Supplemental Indenture" means this Fifth Supplemental Indenture of Trust,
supplementing the Master Indenture, as the same may be amended and supplemented in accordance
with the provisions of the Master Indenture.
"Independent Investment Banker" means an independent accounting firm, investment
banking firm or financial advisor selected by the City to calculate, at the City's expense, the Make
Whole Redemption Price. The initial Independent Investment Banker shall be JI Morgan Securities
LLC.
"Interest Payment Date" means, with respect to the 2020 Series A Bonds, August 1,
2020 and each February 1 and August 1 thereafter.
"Record Date" means, with respect to an Interest Payment Date for the 2020 Series A
Bonds, the fifteenth day of the month preceding the month in which such Interest Payment Date falls,
whether or not such day is a Business Day.
"Refianded 2009A Bonds" means the [$57,995,000 aggregate principal amount of
Electric System Revenue Bonds, 2009 Series A maturing on August 1, 2021 ].
"Refunded 2012B Bonds" means the [$35,100,000 aggregate principal amount of
Electric System Revenue Bonds, 2012 Taxable Series B maturing on August 1, 2022 through August
1, 2026, inclusive].
"Refunded 2015A Bonds" means the [$111,720,000 aggregate principal amount of
Electric System Revenue Bonds, 2015 Taxable Series A maturing on August 1, 2022 through August
1, 2026, inclusive].
"2020 Capital Improvement Fund" means the 2020 Capital Improvement Fund
established pursuant to Section 4.02.
"2020 Continuing Disclosure Agreement" means the Continuing Disclosure
Agreement, dated as of March 1, 2020, by and between the City and the Trustee relating to the 2020
Series A Bonds.
"2020 Costs of Issuance Fund" menus the 2020 Costs of Issuance Fund established
pursuant to Section 4.01.
"2020 Delivery Date" means March _, 2020.
"2020 Project" means the following Capital Improvements to the Electric System: (a)
replacements and upgrades to substations; (b) voltage conversion projects; (c) cable and wood pole
replacements; and (d) other miscellaneous replacements and upgrades to various Electric System
facilities constituting components of the City's Electric System Capital Improvement Plan. The City
may substitute other improvements for those listed as components of the 2020 Project in the previous
sentence, but only if the City first files with the Trustee a statement of the City: (i) identifying the
improvements to be substituted and the improvements to City facilities they replace in the 2020
Project; and (h) stating that the estimated costs of construction, acquisition and installation of the
substituted improvements are not less than such costs for the improvements previously planned.
"2020 Series A Bonds" means the City's Electric System Revenue Bonds, 2020
Series A authorized by Article 11 hereof.
Section 1.04 Interpretation_
(a) Unless the context otherwise indicates, defined terms shall include all variants
thereof, words expressed in the singular shall include the plural and vice versa and the use of the
neuter, masculine or feminine gender is for convenience only and shall be deemed to mean and
include the neuter, masculine and feminine genders, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for
convenience of reference, do not constitute a part hereof and shall not affect the meaning,
construction or effect hereof.
(c) References herein to the Securities Depository shall include both the Securities
Depository and any nominee of the Securities Depository in whose name the 2020 Series A Bonds
may be registered.
(d) Unless otherwise indicated, references herein to Articles and Sections shall be to the
Articles and Sections of this Fifth Supplemental Indenture. The words "herein," "hereof," "hereby,"
"hereunder" and other words of similar import refer to this Fifth Supplemental Indenture as a whole
and not to any particular Article, Section or subdivision hereof.
ARTICLE II
THE 2020 SERIES A BONDS
Section 2.01 Principal Amount and Designation; Conditions to Issuance.
(a) Pursuant to the previsions of the Master Indenture and this Fifth Supplemental
Indenture and the provisions of the Charter and the Bond Ordinance, a Series of Bonds entitled to the
benefit, protection and security of such provisions is hereby authorized in the aggregate principal
amount of $. Such Bonds shall be designated as, and shall be distinguished from the Bonds of
all other Series by the title, "City of Vernon Electric System Revenue Bonds, 2020 Series A." The
2020 Series A Bonds shall be in substantially the form attached hereto as Exhibit A with such
variations and omissions as are necessary to reflect the particular terms of each 2020 Series A Bond.
(b) The 2020 Series A Bonds are issued for the purpose of providing moneys: (i)to
refund the Refunded 2009A Bonds, Refunded 2012B Bonds and Refunded 2015A Bonds; (ii) to
finance Costs of Capital Improvements by reimbursing the Electric System for the prior payment of
such Costs from the Light and Power Fond and by paying Costs of the 2020 Project; (iii) to fired a
deposit to the Debt Service Reserve Fund; and (iv) to pay Costs of Issuance of the 2020 Series A
Bonds.
(c) All (but not less than all) of the 2020 Series A Bonds shall be executed by the City
for issuance under the Indenture and delivered to the Trustee and thereupon shall be authenticated by
the Trustee and delivered to the City or upon its order but only upon receipt by the Trustee of the
applicable items required pursuant to Sections 2.04 and 2.07 of the Master Indenture with respect to
the 2020 Series A Bonds.
Section 2.02 Terms of the 2020 Series A Bonds; Registration; Denominations;
Payment of Principal and Interest.
(a) The 2020 Series A Bonds shall be issued as fully registered Bonds without coupons
in Authorized Denominations. The 2020 Series A Bonds shall be registered initially in the name of
"Cede & Co.," as nominee of DTC, the initial Securities Depository for the 2020 Series A Bonds,
and shall be evidenced by one bond certificate in the total aggregate principal amount of the 2020
Series A Bonds of each maturity. Registered ownership of the 2020 Series A Bonds, or any portion
thereof, may not thereafter be transferred except as set forth in Section 3.04 of the Master Indenture.
(b) The 2020 Series A Bonds shall be dated the 2020 Delivery Date.
(c) The 2020 Series A Bonds shall mature on August I of the years, in the principal
amounts, and shall bear interest at the rates, in each case as set forth below:
Maturity Date
(August I) Principal Amount Interest Rate
Section 2.03 Terms of Redemption.
(a) The 2020 Series A Bonds with stated maturities on or after August 1, 20_, are
subject to redemption prior to their respective stated maturities, as a whole or in part on 1,
20_, or any date thereafter, as directed by the City in a written request provided to the Trustee at
least 35 days (or such lesser number of days acceptable to the Trustee in the sole discretion of the
Trustee, such notice for the convenience of the Trustee) and by lot within each maturity in integral
multiples of $5,000, at a Redemption Price equal to the principal amount thereof plus accrued interest
thereon to the Redemption Date, without premium.
(b) The 2020 Series A Bonds maturing on August 1, 20_ are also subject to mandatory
redemption in part prior to their stated maturity from Sinking Fund Installments established pursuant
to subsection (c) of this Section on any August 1 on or after August 1, 20_, at a Redemption Price
equal to the principal amount of the 2020 Series A Bonds to be redeemed, without premium.
(c) The following shall be the Sinking Fond installments for the 2020 Series A Bonds
maturing on August t, 20. Such installments shall be due on August I of each of the years set
forth in the following table in the respective amounts set forth opposite such years in said table:
Sinking Fund Installment
Due Date (A uguet 1) Sinking Fund Installment
20[1 S
t Maturity.
Section 2.04 Application of Proceeds of 2020 Series A Bonds. The proceeds of the sale
of the 2020 Series A Bonds (equal to the principal amount thereof, plus/less net original issue
premium/discount of $ and less underwriters' discount of $ ) shall be applied
simultaneously with the delivery of the 2020 Series A Bonds, as follows:
(a) There shall be deposited in the Debt Service Reserve Fund the sum of $[_];
(b) There shall be deposited in the 2020 Costs of issuance Fond the sum of $[J;
(c) There shall be transferred to The Bank of New York Mellon Trust Company, N.A., as
trustee for the Refunded 2009A Bonds, the sum of $U;
(d) There shall be transferred to The Bank of New York Mellon Trust Company, N.A., as
trustee for the Refunded 2012B Bonds, the sum of $U;
(e) There shall be transferred to The Bank of New York Mellon Trust Company, N.A., as
trustee for the Refunded 2015A Bonds, the sum of $U;
(f) There shall be deposited in the 2020 Capital Improvement Ford the sum of $L];
and
(g) The City represents and warrants that there has previously been expended from the
Light and Power Fund an amount not less than $U which has not been financed or otherwise
reimbursed for the Costs of Capital Improvements to transmission, distribution and renewable
infrastructure of the Electric System for which the Light and Power Fund has not been reimbursed
and which facilities have not otherwise been financed. The City further represents and warrants that
such facilities have a book value to the Electric System of not less than such amount. The $[ 1 net
proceeds of the 2020 Series A Bonds not deposited in or transferred to the Debt Service Reserve
Fond, the 2020 Costs of Issuance Ford or the 2020 Capital Improvement Fond are hereby deemed to
be applied as a reimbursement to the Electric System for the previous payment of the Costs of such
Capital Improvements to transmission, distribution and renewable infrastructure of the Electric
System. The City hereby directs that such reimbursement be applied by depositing the sum of $L_ I
in the 2020 Capital Improvement Ford.
ARTICLE III
RESERVED
ARTICLE IV
FUNDS
Section 4.01 2020 Costs of Issuance Fund
(a) The Trustee shall establish and maintain in trust a separate ford designated as the
"2020 Costs of Issuance Fund." Except as provided in subsections (d) and (f) of this Section, money
deposited in the 2020 Costs of Issuance Fund shall be used to pay the Costs of Issuance with respect
to the 2020 Series A Bonds as provided in this Section.
(b) The Trustee shall make payments from the 2020 Costs of Issuance Fond, except
payments and withdrawals pursuant to subsection (d) or subsection (f) of this Section, in the
amounts, at the times, in the manner and on the other terns and conditions set forth in this
subsection. Before any such payment from the 2020 Costs of Issuance Fund shall be made, there
shall be filed with the Trustee a requisition therefor, signed by an Authorized City Representative.
Each such requisition shall state, in respect of the payment to be made: (i) the name of the Person to
whom payment is due; (ii) the amount of such payment; and (iii) the particular item of the Costs of
Issuance of the 2020 Series A Bonds to be paid and that such payment in the stated amount is a
proper charge against the 2020 Costs of Issuance Fond and that no part of such payment shall be
applied to any item which has previously been paid from moneys in the 2020 Costs of Issuance Fund.
The Trustee shall promptly issue its check to the City or to the Person identified in the requisition in
the amount or amounts specified in each such requisition or, if requested pursuant to any such
requisition, shall by wire transfer, interbank transfer or other method arrange to promptly make each
payment required by such requisition. The City shall apply, or cause to be applied, all such moneys
received from the 2020 v pursuant to this subsection (b) to the payment of the Costs of issuance of
the 2020 Series A Bonds identified in the requisition relating to such moneys.
Each such requisition shall be sufficient evidence to the Trustee of the facts stated therein and
the Trustee shall have no duty to confirn the accuracy of such facts. Upon receipt of each such
requisition, signed by an Authorized City Representative, the Trustee shall pay the amount set forth
therein as directed by the terms thereof.
(c) [RESERVED]
(d) Upon the receipt by the Trustee of a certificate of an Authorized City Representative
requesting the Trustee to close the 2020 Costs of Issuance Fund (or any account therein), and after
payment from the 2020 Costs of Issuance Fund of all amounts included in requisitions submitted by
the City pursuant to subsections (b) or (c) of this Section, as applicable, the Trustee shall transfer any
moneys remaining in the 2020 Costs of Issuance Fond (or the applicable account therein) to the
account in the Debt Service Fond specified by the City. Upon such transfer, the Trustee shall close
the 2020 Costs of Issuance Fund (or the applicable account therein).
(e) Moneys held in the 2020 Costs of Issuance Fund may be invested and reinvested to
the fullest extent practicable in Permitted Investments which mature not later than such times as shall
be necessary to provide moneys when needed for payments to be made from such Fond. Any
investment earnings on moneys on deposit in the 2020 Costs of Issuance Fond shall be deposited in
the 2020 Costs of Issuance Fund and be used in the same manner as other amounts on deposit in the
2020 Costs of Issuance Fund.
(f) Notwithstanding any of the other provisions of this Section, to the extent that other
moneys are not available therefor, amounts in the 2020 Costs of Issuance Fond shall be applied to the
payment of Bond debt service when due.
Section 4.02 2020 Capital Improvement Fund.
(a) The Trustee shall establish and maintain in trust a separate fund designated as the
"2020 Capital Improvement Fund." Money deposited in the 2020 Capital Improvement Fund shall
be used to pay Costs of the 2020 Project m provided in subsection (b) of this Section.
(b) The Trustee shall make payments from the 2020 Capital Improvement Fond, except
payments and withdrawals pursuant to subsection (f) of this Section, in the amounts, at the times, in
the manner and on the other terms and conditions set forth in this subsection. Before any such
payment from the 2020 Capital Improvement Fond shall be made, there shall be filed with the
Trustee a requisition therefor, signed by an Authorized City Representative. Each such requisition
shall state, in respect of the payment to be made: (i) the name of the Person to whom payment is due;
(ii) the amount of such payment; and (iii) the particular item of the Cost of the 2020 Project to be
paid and that such payment in the stated amount is a proper charge against the 2020 Capital
Improvement Fund, that no part of such payment shall be applied to any item which has previously
been paid as a Cost of the 2020 Project. The Trustee shall promptly issue its check to the City or to
the Person identified in the requisition in the amount or amounts specified in each such requisition or,
if requested pursuant to any such requisition, shall by wire transfer, interbank transfer or other
method arrange to promptly make each payment required by such requisition. The City shall apply,
or cause to be applied, all such moneys received from the 2020 Capital Improvement Fund to the
payment of the Cost of the 2020 Project identified in the requisition relating to such moneys.
Each such requisition shall be sufficient evidence to the Trustee of the facts stated therein and
the Trustee shall have no duty to confirm the accuracy of such facts. Upon receipt of each such
requisition, signed by an Authorized City Representative, the Trustee shall pay the amount set forth
therein as directed by the terms thereof.
(c) [RESERVED]
(d) Upon the receipt by the Trustee of a certificate of an Authorized City Representative
requesting the Trustee to close the 2020 Capital Improvement Fund (or any account therein), and
after payment from the 2020 Capital Improvement Fond (or any account therein) of all amounts
included in requisitions submitted by the City pursuant to Section 4.02(b) hereof, the Trustee shall
transfer any moneys remaining in the 2020 Capital Improvement Food (or the applicable account
therein) to the account in the Debt Service Food specified by the City. Upon such transfer the
Trustee shall close the 2020 Capital Improvement Food (or the applicable account therein).
(e) Moneys held in an account in the 2020 Capital Improvement Food may be invested
and reinvested to the fidlest extent practicable in Permitted Investments which mature not later than
such times as shall be necessary to provide moneys when needed for payments to be made from such
account. Any investment earnings on moneys on deposit in an account in the 2020 Capital
Improvement Fund shall be deposited in such account and be used in the same manner as other
amounts on deposit in such account.
(f) Notwithstanding any of the other provisions of this Section, to the extent that other
moneys are not available therefor, amounts in the 2020 Capital Improvement Fund (or any account
therein) shall be applied to the payment of Bond debt service when due.
ARTICLE V
MISCELLANEOUS
Section 5.01 Amendment to Indenture. The definition of "Reserve Financial Guaranty"
set forth in Section 1.01 of the Master indenture is hereby amended and restated as set forth below.
Such amendment shall take effect at such time as all currently outstanding Bonds (excluding the
2020 Series A Bonds) are defeased:
`"`Reserve Financial Guaranty" means 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
same rating category (without regard to qualifiers) as the Bonds by S&P and
Moody's and, if rated by A.M. Best & Company, also in the same rating
category (without regard to qualifiers) as the Bonds by A.M. Best &
Company."
Section 5.02 Indenture to Remain in Effect. Save and except as amended and
supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture and this Fifth Supplemental Indenture, the Master Indenture shall remain in
fall force and effect.
Section 5.03 Continuing Disclosure. The City hereby covenants and agrees to comply
with and carry out all the provisions of the 2020 Continuing Disclosure Agreement. Notwithstanding
any other provision of the Indenture, failure of the City to comply with the 2020 Continuing
Disclosure Agreement shall not be considered an Event of Default and the Trustee shall have no right
to accelerate amounts due under the Indenture as a result thereof; provided, however, that the
Trustee, upon receipt of indemnification reasonably satisfactory to it, and the Owners of not less than
25% in principal amount of the Outstanding 2020 Series A Bonds may take such actions as may be
necessary and appropriate, including seeking mandate or specific performance by court order, to
cause the City to comply with its obligations in this Section and the 2020 Continuing Disclosure
Agreement.
Section 5.04 Tax Covenants. Notwithstanding any other provision of the Indenture,
absent an Opinion of Bond Counsel that the exclusion from gross income of the portion of interest on
the 2020 Series A Bonds will not be adversely affected for federal income tax purposes, the City
covenants to comply with all applicable requirements of the Code necessary to preserve such
exclusion from gross income with respect to the 2020 Series A Bonds and specifically covenants,
without limiting the generality of the foregoing, as follows:
(a) Private Activity. The City will take no action, refrain from taking any action
and make no use of the proceeds of the 2020 Series A Bonds or of any other moneys or property
which would cause the 2020 Series A Bonds to be "private activity bonds" within the meaning of
Section 141 of the Code;
(b) Arbitrage. The City will make no use of the proceeds of the 2020 Series A
Bonds or of any other amounts or property, regardless of the source, and will take no action and
refrain from taking any action which will cause the 2020 Series A Bonds to be "arbitrage bonds"
within the meaning of Section 148 of the Code;
(c) Federal Guarantee. The City will make no use of the proceeds of the 2020
Series A Bonds and will not take or omit to take any action that would cause the 2020 Series A
Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code;
(d) Information Reporting. The City will take or cause to be taken all necessary
action to comply with the informational reporting requirement of Section 149(e) of the Code
necessary to preserve the exclusion of interest on the 2020 Series A Bonds pursuant to Section 103(a)
of the Code;
(e) Hedge Bonds. The City will make no use of the proceeds of the 2020 Series
A Bonds or any other amounts or property, regardless of the source, and will not take any action or
refrain from taking any action that would cause the 2020 Series A Bonds to be considered "hedge
bonds" within the meaning of Section 149(g) of the Code unless the City takes all necessary action to
assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion
from gross income of interest on the 2020 Series A Bonds for federal income tax purposes; and
(f) Miscellaneous. The City will take no action and refrain from taking any
action inconsistent with its expectations stated in the Tax Certificate executed by the City in
connection with the issuance of the 2020 Series A Bonds and will comply with the covenants and
requirements stated therein and incorporated by reference herein.
This Section and the covenants set forth herein shall not be applicable to, and nothing
contained herein shall be deemed to prevent the City from issuing Bonds or causing the Trustee to
execute and deliver contracts payable on a parity with the 2020 Series A Bonds, the interest with
respect to which has been determined by Bond Counsel to be subject to federal income taxation.
Section 5.05 Rebate Account.
(a) Establishment. The Trustee shall establish an account for the 2020 Series A Bonds
within the Rebate Fund designated the "2020 Series A Rebate Account" when required in accordance
herewith. Absent an opinion of Bond Counsel that the exclusion from gross income for federal
income tax purposes of interest on the 2020 Series A Bonds will not be adversely affected, the City
shall cause to be deposited in the 2020 Series A Rebate Account such amounts as are required to be
deposited therein pursuant to this Section and the Tax Certificate relating to the 2020 Series A
Bonds. All money at any time deposited in the 2020 Series A Rebate Account shall be held by the
Trustee in trust for payment to the United States Treasury. All amounts on deposit in the 2020 Series
A Rebate Account shall be governed by this Section and the Tax Certificate relating to the 2020
Series A Bonds, unless and to the extent that the City delivers to the Trustee an Opinion of Bond
Counsel that the exclusion from gross income for federal income tax purposes of interest on the 2020
Series A Bonds will not be adversely affected if such requirements are not satisfied.
Notwithstanding anything to the contrary contained herein or in the Tax Certificate relating to the
2020 Series A Bonds, the Trustee: (i) shall be deemed conclusively to have complied with the
provisions thereof if it follows all written requests of the City; (ii) shall have no liability or
responsibility to enforce compliance by the City with the terms of the Tax Certificate relating to the
2020 Series A Bonds; (iii) may rely conclusively on the City's calculations and determinations and
certifications relating to rebate matters; and (iv) shall have no responsibility to independently make
any calculations or determinations or to review the City's calculations or determinations thereunder.
(i) Annual Computation. Within 55 days of the end of each Bond Year
(as such term is defined in the Tax Certificate relating to the 2020 Series A Bonds), the City shall
calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with
Section 148(f)(2) of the Code and Section 1.148-3 of the Treasury Regulations (taking into account
any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if
applicable, in the Tax Certificate relating to the 2020 Series A Bonds (e.g., the temporary
investments exceptions of Section 148(f)(4)(B) and the construction expenditures exception of
Section 148(f)(4)(C) of the Code), and taking into account whether the election pursuant to
Section 148(f)(4)(C)(vii) of the Code (the "1%% Penalty") has been made), for this purpose treating
the last day of the applicable Bond Yen as a computation date, within the meaning of
Section 1.148-1(b) of the Treasury Regulations (the "Rebatable Arbitrage"). The City shall obtain
expert advice as to the amount of the Rebatable Arbitrage to comply with this Section.
(ii) Annual Transfer. Within 55 days of the end of each Bond Year, upon
the written request of the City, an amount shall be deposited to the 2020 Series A Rebate Account by
the Trustee from any Net Revenues legally available for such purpose (as specified by the City in the
aforesaid written request), if and to the extent required so that the balance in the 2020 Series A
10
Rebate Account shall equal the amount of Rebatable Arbitrage so calculated in accordance with
clause (i) of this subsection (a). In the event that immediately following the transfer required by the
previous sentence, the amount then on deposit to the credit of the 2020 Series A Rebate Account
exceeds the amount required to be on deposit therein, upon written request of the City, the Trustee
shall withdraw the excess from the 2020 Series A Rebate Account and then credit the excess to the
Debt Service Fund.
(iii) Payment to the Treasury. The Trustee shall pay, as directed by
written Rrquest of the City, to the United States Treasury, out of amounts in the 2020 Series A
Rebate Account:
(A) Not later than 60 days after the end of (X) the fifth Bond
Year; and (Y) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the
Rebatable Arbitrage calculated as of the end of such Bond Year and
(B) Not later than 60 days after the payment of all of the 2020
Series A Bonds, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such
applicable Bond Year, and any income attributable to the Rebatable Arbitrage, computed in
accordance with Section 148(f) of the Code and Section L 148-3 of the Treasury Regulations.
In the event that, prior to the time of any payment required to be made from the 2020 Series
A Rebate Account, the amount in the 2020 Series A Rebate Account is not sufficient to make such
payment when such payment is due, the City shall calculate or cause to be calculated the amount of
such deficiency and deposit an amount received from any legally available source equal to such
deficiency prior to the time such payment is due. Each payment required to be made pursuant to this
subsection (a) shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 on or before
the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form
8038-T (prepared by the City), or shall be made in such other manner as provided under the Code.
(b) Disposition of Unexpended Fonds. Any funds remaining in the 2020 Series A Rebate
Account after redemption and payment of the 2020 Series A Bonds and the payments described in
subsection (a) above being made may be withdrawn by the City and utilized in any manner by the
City.
(c) Survival of Defeasance. Notwithstanding anything in this Section to the contrary, the
obligation to comply with the requirements of this Section shall survive the defeasance or payment in
full of the 2020 Series A Bonds.
Section 5.06 Notice to Rating Agencies. The Trustee or the City, as appropriate, shall
provide each Rating Agency with prompt written notice of. (a) the appointment of any successor
Trustee; (b) the first date on which no 2020 Series A Bonds are Outstanding; (c) any material
amendments to the Master Indenture or this Fifth Supplemental Indenture; (d) any acceleration of the
2020 Series A Bonds pursuant to Section 10.04 of the Master Indenture; or (e) any redemption in
whole of the 2020 Series A Bonds.
Section 5.07 Notices. Unless otherwise provided herein, all notices, certificates or other
communications hereunder shall be deemed sufficiently given upon actual receipt thereof when
received by the City, the Trustee or a Rating Agency, as the case may be, at the respective address
provided pursuant to this Section or, if mailed by first class mail, postage prepaid, addressed to the
appropriate address provided pursuant to this Section, six Business Days after deposit in the United
States mail or, if by Electronic means of communication delivered to the appropriate email address
provided pursuant to this Section, if any, on the date of receipt of such Electronic communication.
The initial addresses for notices, counterparts and other communications hereunder are as follows:
If to the City: City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attention: City Administrator
Email: cfmdino@ci.vemon.ca.us
If to the Trustee: The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Trust
Reference: City of Vernon 2020
If to S&P, to: Standard & Poor's Ratings Services
55 Water Street, 38th Floor
New York, New York 10041
Attention: Public Finance Department
Each of City, the Trustee, and the Rating Agency may, by notice given hereunder, designate
any further or different addresses to which subsequent notices, certificates or other communications
to it shall be sent. Unless otherwise requested by the City, the Trustee or a Rating Agency, any
notice required to be given hereunder in writing may be given by any form of Electronic notice
capable of making a written record.
Section 5.08 Counterparts. This Fifth Supplemental Indenture may be executed in any
number of counterparts and by the different parties hereto on separate counterparts, each of which,
when so executed and delivered, shall be an original; but such counterparts shall together constitute
but one and the same instrument.
12
IN WITNESS WHEREOF, the City of Vernon has caused this Fifth Supplemental
Indenture to be signed in its name and on its behalf by its City Administrator and attested by its City
Clerk and to evidence its acceptance of the trusts hereby created the Trustee has caused these
presents to be signed in its name and on its behalf by one of its authorized officers, all as of the date
set forth above.
ATTEST:
City Clerk
APPROVED AS TO FORM:
Hem P. Patel, City Attorney
CITY OF VERNON
Carlos R. Fandino, Jr.
City Administrator
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
Authorized Officer
EXHIBIT A
FORM OF 2020 SERIES A BONDS
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (-DTC-), TO
THE CITY OF VERNON OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CITY OF VERNON
ELECTRIC SYSTEM REVENUE BOND,
2020 SERIES A
No. R-
Interest Rate Dated Date Maturity Date CUSIP No.
% March _, 2020 August 1, 20_
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
THE CITY OF VERNON (herein called the "City"), a municipal corporation and chartered
city of the State of California, acknowledges itself indebted to, and for value received hereby
promises to pay (but only out of the Net Revenues (capitalized terms used herein shall have the
meanings given such terms pursuant to the Indenture mentioned below) and other assets pledged
therefor and available for such payment pursuant to the Indenture) to the Registered Owner specified
above or registered assigns, on the Maturity Date specified above (unless this Bond shall have been
previously called for redemption in whole or in part and payment of the Redemption Price shall have
been duly made), the Principal Amount specified above, in lawful money of the United States of
America and to pay interest thereon (but only from said Net Revenues and other pledged assets
available for such payment pursuant to the Indenture) in like lawful money until payment of such
principal sum shall be discharged as provided in the Indenture, at the rate set forth above.
Except as otherwise provided in the Indenture with respect to Bonds held by a Securities
Depository, the principal or, if applicable, the Redemption Price, hereof is payable upon surrender
hereof at the designated Principal Office of the Trustee under the Indenture (the "Trostee"). The
current Trustee is The Bank of New York Mellon Trust Company, N.A., and its designated Principal
Office is its principal corporate trust office in Los Angeles, California, or such other place as
designated by the Trustee. Except as otherwise provided with respect to 2020 Series A Bonds held
by a Securities Depository, interest hereon is payable by check mailed on each Interest Payment Date
to the Owner hereof as of the applicable Record Date at the address appearing on the Bond Register
maintained by the Trustee; provided Owners of at least $1,000,000 aggregate principal amount of
A-1
2020 Series A Bonds may, at any time prior to a Record Date, give the Trustee written instructions
for payment of such interest on each succeeding Interest Payment Date for such 2020 Series A Bonds
by wire transfer or by deposit to an account within the United States of America.
This Bond is one of a duly authorized issue of bonds of the City designated as "City of
Vernon, Electric System Revenue Bonds" (the "Bonds") and of a Series of the Bonds designated as
"Electric System Revenue Bonds, 2020 Series A" (the -2020 Series A Bonds'). The 2020 Series A
Bonds are issued pursuant to the Charter and the Bond Ordinance. The 2020 Series A Bonds have
been issued in the aggregate principal amount of $L]. The 2020 Series A Bonds are issued under,
and, together with all other Bonds issued and outstanding thereunder, are equally and ratably secured
by a pledge of the Trust Estate under, and entitled to the protection given by, the Indenture of Trust,
dated as of September 1, 2008, between the City and the Trustee, as amended and supplemented,
including as supplemented by the Fifth Supplemental Indenture of Trust, dated as of March 1, 2020
between the City and the Trustee (said Indenture of Trust, as heretofore amended and supplemented
and as the same may be further amended and supplemented, is herein called the "Indenture').
As provided in the Indenture, Bonds of the City may be issued thereunder from time to time
pursuant to Supplemental Indentures in one or more Series, in various principal amounts, may mature
at different times, may bear interest at different rates and may otherwise vary as in the Indenture
provided. The aggregate principal amount of Bonds which may be issued under the Indenture is not
limited except as provided in the Indenture, and all Bonds issued and to be issued under the Indenture
are and will be equally secured by the pledge and covenants made therein, except as otherwise
expressly provided or permitted in the Indenture.
Copies of the Indenture are on file at the City Hall of the City and at the Principal Office of
the Trustee and reference is hereby made to the Indenture and to all amendments and supplements
thereto for a description of the provisions, among others, with respect to the nature and extent of the
security, the rights, duties and obligations of the City, the Trustee and the Owners of the Bonds and
the terms upon which the Bonds are secured and payable under the Indenture, the rights and remedies
of the Owners of the 2020 Series A Bonds, the limitations on such rights and remedies and the terms
and conditions upon which Bonds are issued and may be issued thereunder. The Indenture provides
that other Parity Obligations secured by a pledge of Revenues and amounts in the Light and Power
Food on a parity with the Bonds may be issued or incurred by the City on the terms set forth therein.
By acceptance of this Bond, the Registered Owner accepts and agrees to the terms of the Indenture.
This Bond is a special obligation of the City and the principal of, Redemption Price, if any,
and interest on this Bond are payable solely from the Net Revenues, the amounts in the Light and
Power Fund available for such payment pursuant to the Indenture, and the amounts in the Foods held
by the Trustee under the Indenture other than the Rebate Fund. The City's obligation to pay and the
principal of, Redemption Price, if any, and interest on this Bond shall not constitute a charge against
the general credit of the City. This Bond is 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 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.
Neither the faith and credit nor the taxing power of the State of California, the City or any
other public agency is pledged to the payment of the principal or Redemption Price of or the interest
on this Bond. The issuance of this Bond shall not directly, indirectly or contingently obligate the
City Council of the City to levy or pledge any form of taxation or to make any appropriation for the
A-2
payment of this Bond. The payment of the principal or Redemption Price of or interest on this Bond
does not constitute a debt, liability or obligation of the State of California or any public agency (other
than the special obligation of the City as provided in the Indenture). Neither the members of the City
Council of the City, nor any person executing this Bond, nor any officer or employee of the City,
shall be individually liable for the principal or Redemption Price of or interest on this Bond or be
subject to any personal liability or accountability by reason of the issuance of this Bond or in respect
of any undertakings by the City under the Indenture.
Interest on the 2020 Series A Bonds shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.
The term `Interest Payment Date' means, with respect to the 2020 Series A Bonds, August 1,
2020 and each February I and August 1 thereafter.
The term "Record Date" means, with respect to an Interest Payment Date for the 2020 Series
A Bonds, the fifteenth day of the month preceding the month in which such Interest Payment Date
falls.
The 2020 Series A Bonds are subject to redemption Lj.
If less than all of the 2020 Series A Bonds of a maturity are to be redeemed, the particular
2020 Series A Bonds of such maturity to be redeemed shall be selected as provided in the Indenture.
The 2020 Series A Bonds are payable upon redemption upon surrender thereof at the
Principal Office of the Trustee. The Trustee shall give notice, in the name of the City, of the
redemption of 2020 Series A 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 any 2020 Series A Bonds to be redeemed (in whole or in pan) at their addresses appearing
in the Bond Register. Such notice shall specify the Series and maturity of the 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 2020 Series A Bonds of a maturity are to be redeemed, the letters
and numbers or other distinguishing marks of such 2020 Series A Bonds so to be redeemed, and, in
the case of 2020 Series A Bonds to be redeemed in part only, such notice shall also specify the
respective portions of the principal amount thereof to be redeemed. Subject to the provisions of the
next paragraph, such notice shall further state that on such redemption date there shall become due
and payable upon each 2020 Series A Bond to be redeemed the Redemption Price thereof (or the
Redemption Price of the specified portion of the principal amount thereof to be redeemed in the case
of a 2020 Series A Bond to be redeemed in part only) and that from and after such date interest on
such 2020 Series A Bond (or the portion of such 2020 Series A Bond to be redeemed) shall cease to
accrue and be payable.
In the event that funds required to pay the Redemption Price of 2020 Series A Bonds to be
redeemed at the option of the City are not on deposit with the Trustee at the time the Trustee gives
notice of redemption to the Owners of such 2020 Series A Bonds, 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 2020 Series A 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 2020 Series A Bonds. In the event a
notice of redemption of 2020 Series A Bonds contains such a condition and such moneys are not so
A-3
received, the redemption of 2020 Series A Bonds as described in the conditional notice of
redemption shall not be made and the Trustee shall, within a reasonable time after the date on which
such redemption was to occur, 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
2020 Series A Bonds pursuant to the conditional notice of redemption.
Receipt of notice of redemption shall not be a condition precedent to the redemption of 2020
Series A Bonds and failure of any Owner of a 2020 Series A 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 2020 Series A Bonds.
To the extent and in the manner permitted by the terms of the Indenture, the provisions of the
Indenture, or any indenture amendatory thereof or supplemental thereto, may be modified or
amended by the City with, in certain cases, the written consent of the Owners of at least a majority in
principal amount of the Bonds then Outstanding under the Indenture; and, in case less than all of the
Bonds would be affected thereby, with such consent of the Owners of a majority in principal amount
of the affected Outstanding Bonds; provided, however, that, if such modification or amendment will,
by its terms, not take effect so long as any Bonds of any specified like Series and maturity remain
Outstanding, 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 the calculation of Outstanding Bonds for purposes of
such consent. No such modification or amendment shall permit a change in the terms of any Sinking
Fund Installment or the terms of redemption or maturity of the principal of any Bond or of any
installment of interest thereon or a reduction in the principal amount or Redemption Price thereof or
in the rate of interest thereon without the consent of the Owner of such Bond or shall reduce the
percentage of Bonds the consent of the Owners of which is required to effect any such modification
or amendment without the consent of the Owners of all of the Bonds then Outstanding, or shall
change or modify any of the rights or obligations of the Trustee or of any Paying Agent without its
written assent thereto.
The Indenture may also be amended or supplemented without the necessity of the consent of
the Owners of the 2020 Series A Bonds for any one or more of the purposes specified in the
Indenture.
This Bond is transferable, as provided in the Indenture, only upon the Bond Register kept for
that purpose at the Principal Office of the Trustee, by the registered Owner hereof, or by his duly
authorized attorney, upon surrender of this Bond together with a written instrument of transfer
satisfactory to the Trustee duly executed by the registered Owner or his duly authorized attorney.
Thereupon and upon payment of the charges prescribed in the Indenture a new registered 2020 Series
A Bond, without coupons, and for the same maturity and aggregate principal amount, shall be issued
to the transferee in exchange therefor as provided in the Indenture. The City, the Trustee and any
Paying Agent may deem and treat the Person in whose name this Bond is registered as the absolute
owner hereof for the purpose of receiving payment of, or on account of, the principal or Redemption
Price hereof and interest due hereon and for all other purposes.
The registered Owner of this Bond shall have no right to enforce the provisions of the
Indenture or to institute action to enforce the covenants therein, or to take any action with respect to
any Event of Default under the Indenture, or to institute, appear in or defend any suit or other
proceedings with respect thereto, except as provided in the Indenture. to certain events, on the
conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds
A4
issued under the Indenture and then Outstanding may become in may be declared due and payable
before the stated maturity thereof, together with interest seemed thereon.
It is hereby certified and recited that all conditions, acts and things required by law, including
the City Charter and the Bond Ordinance, and the Indenture to exist, to have happened and to have
been performed precedent to and in the issuance of this Bond, exist, have happened and have been
performed in due time, form and manner and that the 2020 Series A Bonds, together with all other
indebtedness of the City, comply in all respects with the applicable laws of the State of California,
including the City Charter and the Bond Ordinance.
This Bond shall not be entitled to any benefit under the Indenture or be valid or become
obligatory for any purpose until this Bond shall have been authenticated by the execution by the
Trustee of the Trustee's Certificate of Authentication hereon.
A-5
IN WITNESS WHEREOF, CITY OF VERNON has caused this Bond to be signed in its
name and on its behalf by the manual or facsimile signature of its Mayor and the seal (or a facsimile
thereof) to be hereunto affixed, imprinted, engraved or otherwise reproduced and attested by the
manual or facsimile signature of its City Clerk, as of the Dated Date specified above.
[SEAL]
ATTEST:
City Clerk
CITY OF VERNON
A-6
Mayor
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 2020 Series A Bonds delivered pursuant to the within mentioned Indenture.
Dated: March. 2020
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
A-7
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto
(Name, Address and Tax Identification or
Social Security Number of Assignee)
the within Bond of the City of Vernon and does hereby irrevocably constitute and appoint
attorney to
transfer the said Bond on the books kept for registration thereof with full power of substitution in the
premises.
Signature guaranteed by:
Notice: The Signature of this assignment and
transfer must correspond with the name
as written upon the face of this Bond in
every particular, without alteration or
enlargement or any change whatsoever.
Notice: Signature guarantee shall be made by a
guarantor institution participating in the
Securities Transfer Agents Medallion
Program or in such other guarantee
program acceptable to the Trustee.
A-8
EXHIBIT C
i�c7.ia1
S
CITY of VERNON
ELECTRIC SYSTEM REVENUE BONDS
2020 SERIEs A
CONTRACT OF PURCRASE
City of Vernon
4305 South Santa Fe Avenue
Vernon, California 90058
Ladies and Gentlemen
February _, 2020
The undersigned, Goldman Sachs & Co. LLC (the "Underwriter'), hereby offers to enter
into this Contract of Purchase (this "Purchase Contract') with you, the City of Vernon (the
"City'). This offer is made subject to acceptance by the City prior to 11:59 P.M., California time,
on the date hereof, and if not so accepted, this offer will be subject to withdrawal by the
Underwriter upon notice delivered to the City at any time prior to acceptance by the City. Upon
acceptance by the execution hereof, this Purchase Contract shall be in full force and effect in
accordance with its terms and shall be binding upon the City and the Underwriter. All capitalized
terms used herein and not otherwise defined herein shall have the respective meanings ascribed
thereto in the Official Statement (as defined herein).
1. Purchase, Sale and Delivery ofthe Bonds; Establishment oflssue Price. (a) Subject
to the terms and conditions, and in reliance upon the representations, warranties and agreements,
set forth herein, the Underwriter agrees to purchase, and the City agrees to sell and deliver to the
Underwriter, all (but not less than all) of the S City of Vernon Electric System
Revenue Bonds, 2020 Series A ( the "Bonds'). The Bonds shall be dated the date of delivery
thereof, shall mature on such dates and shall bear interest at such rates, and shall be subject to
redemption, all as set forth in Schedule I attached hereto. Interest on the Bonds shall be payable
semiannually on February I and August 1 of each year, commencing August 1, 2020. The
purchase price for the Bonds shall be S (representing the sum of the purchase price
of the Bonds which is equal to the $ aggregate principal amount of the Bonds plus
[net] original issue premium of $ less $ of Underwriter's discount.)
(b) The Bonds are to be issued pursuant to Article XI of the Vernon City Code and an
Indenture of Trust, dated as September 1, 2008 (as amended and supplemented, the "Indenture'),
by and between the City and The Bank of New York Mellon Taut Company, N.A., as trustee (the
"Trustee'), including as supplemented by the Fifth Supplemental Indenture of Trust, dated as of
Much 1, 2020, providing for the issuance of the Bonds, substantially in the form previously
Vamp 2020_BPA(1)
9709727
submitted to the Underwriter, with only such changes therein as shall be mutually agreed upon by
the City and the Underwriter.
Proceeds of the Bonds will be used to (i) refund the City's Outstanding Electric System
Revenue Bonds, 2009 Series A (the "2009A Refunded Bonds'), [[a portion of]the City's
Outstanding Electric System Revenue Bonds, 2012 Taxable Series (the "2012B Refunded
Bonds" )], and [a portion of] the City's Outstanding Electric System Revenue Bonds, 2015 Taxable
Series A (the "2015A Refunded Bonds" and, together with the 2009A Refunded Bonds [and the
2012B Refunded Bonds], the "Refunded Bonds'), (ii) finance the acquisition and construction of
certain capital improvements to the Electric System of the City, (iii) fund a deposit to the Debt
Service Reserve Fund, and (iv) pay costs of issuing the Bonds.
The City will undertake, pursuant to a Continuing Disclosure Agreement, dated m of
March 1, 2020 (the "Continuing Disclosure Agreement'), by and between the City and the
Trustee, to provide certain annual financial information and notices of the occurrence of certain
events. A form of the Continuing Disclosure Agreement is set forth in the Preliminary Official
Statement (defined below) and will also be set forth in the Official Statement (defined below).
The Indenture, the Continuing Disclosure Agreement and this Purchase Contract are
hereinafter referred to collectively as the "Legal Documents. "
(c) The Underwriter, agrees to assist the City in establishing the issue price of the Bonds
and shall execute and deliver to the City at Closing an "issue price" or similar certificate, together
with the supporting pricing wires or equivalent communications, in such form as may be
appropriate or necessary, in the reasonable judgment of the Underwriter, the City, and Bond
Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or
prices to the public of the Bonds. All actions to be taken by the City under this section to establish
the issue price or the Bonds may be taken on behalf of the City by the City's municipal advisor
and any notice or report to be provided to the City may be provided to the City's municipal advisor.
The City will treat the first price at which 108% of each maturity of the Bonds (the
'70% test') is sold to the public m the issue price of that maturity (if different interest rates apply
within a maturity, each separate CUSIP number within that maturity will be subject to the 10%
test). At or promptly after the execution of this Purchase Contract, the Underwriter shall report to
the City the price or prices at which the Underwriter has sold to the public each maturity of Bonds.
If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter
agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity
to the public. That reporting obligation shall continue, whether or not the Closing Date has
occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds
of that maturity have been sold to the public.
The Underwriter confirms that:
(i) any agreement among underwriters, any selling group agreement and each
retail distribution agreement (to which the Underwriter is a party) relating to the initial sale
of the Bonds to the public, together with the related pricing wires, contains or will contain
-2-
language obligating each underwriter, each dealer who is a member of the selling group,
and each broker -dealer that is a party to such retail distribution agreement, as applicable,
to (A) report the prices at which it sells to the public the unsold Bonds of each maturity
allotted to it until it is notified by the Underwriter that either the 10%test has been satisfied
as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public
and (B) comply with the hold -the -offering -price role, if applicable, in each case if and for
so long as directed by the Underwriter and as set forth in the related pricing wires, and
(ii) any agreement among underwriters relating to the initial sale of the Bonds
to the public, together with the related pricing wires, contains or will contain language
obligating each underwriter that is a party to a retail distribution agreement to be employed
in connection with the initial sale of the Bonds to the public to require each broker -dealer
that is a party to such retail distribution agreement to (A) report the prices at which it sells
to the public the unsold Bonds of each maturity allotted to it until it is notified by the
Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or
all Bonds of that maturity have been sold to the public and (B) comply with the hold -the -
offering -price rile, if applicable, in each ease if and for so long as directed by the
Underwriter and as set forth in the related pricing wires.
The Underwriter acknowledges that sales of any Bonds to any person that is a related party
to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for
purposes of this section:
parties.
(i) "public" means any person other than an underwriter or a related party,
(ii) "underwriter" means (A) any person that agrees pursuant to a written
contract with the City (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the public and (B) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause (A) to
participate in the initial sale of the Bonds to the public (including a member of a selling
group or a party to a retail distribution agreement participating in the initial sale of the
Bonds to the public),
(iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common
ownership of the voting power or the total value of their stock, if both entities are
corporations (including direct ownership by one corporation of another), (ii) more than
50% common ownership of their capital interests or profits interests, if both entities are
partnerships (including direct ownership by one partnership of another), or (iii) more than
50% common ownership of the value of the outstanding stock of the corporation or the
capital interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other), and
(iv) "sale date" means the date of execution of this Purchase Contract by all
-3-
(d) At 8:00 A.M., California time, on March _, 2020, or at such other time or on such
earlier or later business day as shall have been mutually agreed upon by the City and the
Underwriter (the "Closing Date'), the City will deliver to the Underwriter at the offices of
Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California ( "Bond
Counsel'), the closing documents hereinafter mentioned. The Bonds, registered to Cede & Co.
and in definitive form, will be made available to the Underwriter one business day prior to the
Closing Date at the offices of Bond Counsel, or at such other place as may be designated by the
Underwriter, and shall be subsequently delivered on the Closing Date to The Depository Trost
Company ("OTC') or to the Trustee for DTC. It is anticipated that CUSIP identification numbers
will be printed on the Bonds, but neither the failure to print such number on any of the Bonds nor
any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to
accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.
Upon release of the Bonds, the Underwriter will pay the purchase price of the Bonds as set forth
in this Section 1, in immediately available funds to the order of the City. The releases and
payments referenced in this Section 1 are herein called the "Closing. "
2. Use and Preparation of Official Statement. The City hereby ratifies, confirms and
approves of the distribution and use by the Underwriter prior to the date hereof of the preliminary
official statement dated March . 2020, relating to the Bonds (including all appendices thereto,
the "Preliminary Official Statement') and the making available of the Preliminary Official
Statement to investors prior to the date hereof. The City has deemed the Preliminary Official
Statement final as of the date thereof for purposes of Rule 15c2-12 promulgated under the
Securities Exchange Act of 1934 ( "Rule 15c1-12 "), except for information permitted to be omitted
therefrom in accordance with paragraph (b)(l) of Rule 15c2-12. The City hereby acknowledges
that the Preliminary Official Statement has been made available to investors in electronic form.
The City hereby agrees to deliver or cause to be delivered to the Underwriter, within seven (7)
business days of the date hereof, copies of the final Official Statement relating to the Bonds, dated
the date hereof, in the form of the Preliminary Official Statement, with such changes thereto, as
may be approved by the Underwriter (including the appendices thereto and any amendments or
supplements as have been approved by the City and the Underwriter, the "Official Statement'), in
sufficient quantity to enable the Underwriter to comply with the rules of the U.S. Securities and
Exchange Commission and the Municipal Securities Rulemaking Board (the WSW). The City
hereby approves of the distribution and use by the Underwriter of the Official Statement in
connection with the offer and sale of the Bonds. At the time of or prior to the Closing Date, the
Underwriter shall file a copy of the Official Statement in printed or electronic form with, and as
permitted by, the MSRB through its Electronic Municipal Market Access system. The Underwriter
shall advise the City of the date of such filing.
3. Representations, Warranties and Agreements of the City. The City represents,
warrants and agrees with the Underwriter as follows:
(a) The City is, and will be on the Closing Date, duly existing as a chartered
city organized under the laws of the State of California (the "State'), and has full legal
right, power and authority to cause the Bonds to be authenticated and delivered, to execute
and deliver the Legal Documents and to perform its obligations contained herein and
therein in accordance with the City's Charter and other applicable laws, and, assuming the
ME
Legal Documents constitute the legal, valid and binding agreements of the other respective
parties thereto, the Legal Documents will constitute the legal, valid and binding obligations
of the City enforceable in accordance with their respective terms;
(b) By all necessary official action of the City prior to or concurrently with the
acceptance hereof, the City has duly approved the distribution of the Preliminary Official
Statement and the execution, delivery and distribution of the Official Statement, and has
duly authorized and approved the execution and delivery of, and the performance by the
City of the obligations on its part contained in, the Legal Documents and the consummation
by it of all other transactions contemplated by the Legal Documents;
(c) The City is not in breach of or default in any material respect under any
applicable constitutional provision, law or administrative regulation to which it is subject
or any applicable judgment or decree or any loan agreement, indenture, bond, note,
resolution, agreement or other instrument to which the City is a party or to which the City
or any of its property or assets is otherwise subject, and no event has occurred and is
continuing which with the passage of time or the giving of notice, or both, would constitute
such a material default or event of default under any such instrument; and the issuance of
the Bonds and the execution and delivery of the Official Statement and the Legal
Documents and compliance with the provisions on the City's part contained in the Legal
Documents, will not in any material respect conflict with or constitute a breach of or default
under any law, administrative regulation, judgment, decree, loan agreement, indenture,
bond, note, resolution, agreement or other instrument to which the City is a party or is
otherwise subject, nor will any such execution, delivery, adoption or compliance result in
the creation or imposition of any lien, charge or other security interest or encumbrance of
any nature whatsoever upon any of the properties or assets of the City under the terms of
any such law, administrative regulation, judgment, decree, loan agreement, indenture,
bond, note, resolution, agreement or other instrument, except as provided in the Indenture;
(d) There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, governmental agency, public board or body, pending or, to
the best knowledge of the City threatened, against the City in any material respect affecting
the existence of the City or the titles of its offieers to their respective offices or affecting
or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds or
contesting or affecting, as to the City, the validity or enforceability of the Bonds or the
Legal Documents or the collection of Net Revenues of the Electric System or other
amounts pledged or to be pledged to pay the principal of, premium, if any, and interest on
the Bonds or contesting the powers of the City or its authority to enter into, adopt or
perform its obligations under any of the foregoing, or contesting in any way the
completeness or accuracy of the Preliminary Official Statement or the Official Statement,
or any amendment or supplement thereto, wherein an unfavorable decision, ruling or
finding would likely to result in a material adverse change in the business, properties, assets
or financial condition of the Electric System or materially adversely affect the validity or
enforceability of the Legal Documents;
-5-
(e) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction
of the matter which are required for the due authorization by, or which would constitute a
condition precedent to or the absence of which would materially adversely affect the due
performance by, the City of its obligations in connection with the issuance of the Bonds
under the tndenmre have been duly obtained, except for such approvals, consents and
orders as may be required under the Blue Sky or securities laws of any state in connection
with the offering and sale of the Bonds; and, except as described in or contemplated by the
Official Statement, all authorizations, approvals, licenses, permits, consents and orders of
any governmental authority, board, agency or commission having jurisdiction of the matter
which are required for the due authorization by, or which would constitute a condition
precedent to or the absence of which would materially adversely affect the due performance
by, the City of its obligations under the Legal Documents have been duly obtained;
(f) The City will furnish such information, execute such instruments and take
such other action in cooperation with the Underwriter as the Underwriter may reasonably
request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other
securities laws and regulations of such states and other jurisdictions of the United States as
the Underwriter may designate and (ii) to determine the eligibility of the Bonds for
investment under the laws of such states and other jurisdictions, and will use its best efforts
to continue such qualification in effect so long as required for distribution of the Bonds;
provided, however, that in no event shall the City be required to take any action which
would subject it to service of process in any jurisdiction in which it is not now so subject;
(g) As of its date and the date hereof, the Preliminary Official Statement
(excluding information concerning DTC and the book -entry system as to which no
representation is made) did not, except as to the information permitted to be omitted by
Rule 15c2-12, contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading;
(h) As of the date thereof and at all times subsequent thereto to and including
the date which is 25 days following the End of the Underwriting Period (as such tern is
hereinafter defined) for the Bonds, the Official Statement (excluding information
concerning DTC and the book -entry system m to which no representation is made) did not
and will not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading;
(i) If between the date hereof and the date which is 25 days after the End of the
Underwriting Period for the Bonds, an event occurs which might or would cause the
information contained in the Official Statement, as then supplemented or amended, to
contain an untrue statement of a material fact or to omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were
made, not misleading, the City will notify the Underwriter, and, if in the opinion of the
City, the Underwriter or its respective counsel, such event requires the preparation and
-6-
publication of a supplement or amendment to the Official Statement, the City will forthwith
prepare and famish to the Underwriter (at the expense of the City) a reasonable number of
copies of an amendment of or supplement to the Official Statement (in form and substance
satisfactory to the Underwriter) which will amend or supplement the Official Statement so
that it will not contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances existing
at the time the Official Statement is delivered to prospective purchasers, not misleading.
For the purposes of this subsection, between the date hereof and the date which is 25 days
after the End of the Underwriting Period for the Bonds, the City will famish such
information with respect to itself as the Underwriter may from time to time reasonably
request;
0) If the information contained in the Official Statement is amended or
supplemented pursuant to paragraph (i) of this Section 3, at the time of each supplement or
amendment thereto and (unless subsequently again supplemented or amended pursuant to
such paragraph) at all times subsequent thereto up to and including the date which is
25 days after the End of the Underwriting Period for the Bonds, the portions of the Official
Statement so supplemented or amended (excluding information concerning DTC and the
book -entry system as to which no representation is made) will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
(k) As used herein and for the purposes of the foregoing, the term "End of the
Underwriting Period" for the Bonds shall mean the earlier of (i) the Closing Date unless
the City shall have been notified in writing by the Underwriter on or prior to the Closing
Date that the End of the Underwriting Period for the Bonds has not occurred by the Closing
Date under Rule 15c2-12, or (ii) the date on which the End of the Underwriting Period for
the Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as
the End of the Underwriting Period for the Bonds the date specified as such in a notice
from the Underwriter stating the date which is the End of the Underwriting Period;
(1) After the Closing Date, the City will not participate in the issuance of any
amendment of or supplement to the Official Statement to which, after being furnished with
a copy, the Underwriter shall reasonably object in writing;
(m) The City will apply, or cause the application of, the proceeds of the Bonds
in accordance with the Indenture;
(n) Other than as described in the Official Statement, as of the time of
acceptance hereof and as of the Closing Date the City does not and will not have
outstanding any indebtedness which is secured by a lien on Electric System Revenues
superior to or on a parity with the lien of the Bonds thereon;
(o) Between the date hereof and the Closing Date, except as contemplated by
the Official Statement, the City will not have incurred any material liabilities, direct or
contingent, payable from Electric System Revenues or entered into any material transaction
-7-
in connection with the Electric System in either case other than in the ordinary course of
business, and there shall not have been any material adverse change in the financial
condition or operations of the Electric System;
(p) The Bonds, the Legal Documents and the other documents described in the
Official Statement conform in all material respects to the descriptions thereof contained in
the Official Statement, and the Bonds, when delivered as provided herein, will he validly
issued and outstanding obligations of the City entitled to the benefits of the Indenture;
(q) The financial statements of the Light and Power Enterprise of the City
contained as Appendix A to the Official Statement do and will fairly present the financial
position and results of operations of the Electric System as of the dates and for the periods
therein set forth in accordance with the accounting principles described in Appendix A to
the Official Statement applied consistently, and there has not been a 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 Official Statement;
(r) 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
the lack of which would materially adversely affect the operations or financial condition
of 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;
(s) 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; and
(t) Except as disclosed in the Official Statement, the City has not failed to
comply in all material respects with the terms of any continuing disclosure obligation under
Rule 15c2-12 within the past five years.
4. Conditions to the Obligations of the Underwriter. The Underwriter hereby enters into
this Purchase Contract in reliance upon the representations and warranties of the City contained
herein and the representations and warranties of the City to be contained in the documents and
instruments to be delivered on or prior to the Closing Date and upon the performance by the City
of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the
Underwriter's obligations under this Purchase Contract to purchase, to accept delivery of and to
pay for the Bonds shall be subject, at the option of the Underwriter, to the accuracy in all material
respects of the representations and warranties of the City contained herein as of the date hereof
and as of the Closing Date, to the accuracy in all material respects of the statements of the officers
and other officials of the City made in any certificate or other document furnished pursuant to the
provisions hereof, to the performance by the City of its obligations to be performed hereunder and
under such documents and instruments at or prior to the Closing Date, and also shall be subject to
the following additional conditions:
-8-
(a) The Underwriter shall receive, within seven (7) business days of the date
hereof and, in any event, at least two (2) business days before Closing, copies ofthe Official
Statement (including all information previously permitted to have been omitted by
Rule 15c2-12 and any amendments or supplements as have been approved by the
Underwriter), in such quantity as the Underwriter shall have requested pursuant to
Section 2 hereof;
(b) The representations and warranties of the City contained herein shall be true
and correct on the date hereof and on the Closing Date, as if made on and at the Closing
Date;
(c) As of the Closing Date, the Legal Documents shall have been duly
authorized, executed and delivered by the respective parties thereto, and the Official
Statement shall have been duly authorized, executed and delivered by the City, all in
substantially the forms heretofore submitted to the Underwriter, with only such changes as
shall have been agreed to in writing by the Underwriter, and such Legal Documents shall
be in full force and effect and shall not have been amended, modified or supplemented and
the Official Statement shall not have been supplemented or amended, except in any such
case as may have been agreed to by the Underwriter; and there shall be in full force and
effect such resolution or resolutions of the City Council of the City as, in the opinion of
Bond Counsel, shall be necessary or appropriate in connection with the transactions
contemplated hereby;
(d) If between the date hereof and the Closing Date, the market price or
marketability, at the initial public offering prices set forth in the Official Statement, of the
Bonds shall have been materially adversely affected, in the reasonable judgment of the
Underwriter, by reason of any of the following, the Underwriter may terminate its
obligation to accept delivery of and make any payment for the Bonds by delivery to the
City of a written notice to such effect by the Underwriter:
(1) legislation enacted, introduced in the Congress or recommended for
passage by the President of the United States, or a decision rendered by a court of
the United States, or an order, ruling, regulation (final, temporary or proposed) or
official statement issued or made by or on behalf of the U.S. Securities and
Exchange Commission, or any other governmental agency having jurisdiction of
the subject matter shall have been made or issued to the effect that obligations of
the general character of the Bonds, or the Bonds, including any or all underlying
arrangements, are not exempt from registration under the Securities Act of 1933, as
amended, or that the Indenture is not exempt from qualification under the Trust
Indenture Act of 1939, as amended;
(2) any of the following shall have occurred (i) the outbreak or
escalation in military hostilities or declaration by the United States of a national or
international emergency or war, (ii) the sovereign debt rating of the United States
is downgraded by any major credit rating agency or a payment default occurs on
United States Treasury Obligation, (iii) a default with respect to the debt obligations
IM
of, or the institution of proceedings under any federal bankruptcy laws by or
against, any state of the United States or any city, county or political subdivision
located in the United States having a population of over 500,000, or (iv) any other
calamity or crisis the effect of any of which on the financial markets is such as to
make it impracticable or inadvisable to proceed with the offering or delivery of the
Bonds as contemplated hereby or by the Official Statement;
(3) the declaration of a general banking moratorium by federal,
New York or California authorities, or the general suspension of trading on any
national securities exchange, or a major financial crisis or a material disruption in
commercial banking or securities settlement or clearances services shall have
occurred;
(4) the imposition by the New York Stock Exchange or other national
securities exchange, or any governmental authority having jurisdiction of the
subject matter, of any material restrictions not now in force with respect to the
Bonds or obligations of the general character of the Bonds or securities generally,
or the material increase of any such restrictions now in force, including those
relating to the extension of credit by, or the charge to the net capital requirements
of, the Underwriter;
(5) an order, decree or injunction of any court of competent jurisdiction,
or order, ruling, regulation or official statement by the U.S. Securities and
Exchange Commission, or any other governmental agency having jurisdiction of
the subject matter, issued or made to the effect that the issuance, offering or sale of
obligations of the general character of the Bonds, or the issuance, offering or sale
of the Bonds, including any or all underlying obligations, as contemplated hereby
or by the Official Statement, is or would be in violation of the federal securities
laws as amended and then in effect;
(6) except as disclosed in or contemplated by the Official Statement,
any material adverse change in the business, properties, assets or financial condition
of the Electric System of the City;
(7) the suspension, withdrawal or downgrading of any rating of the
Bonds or any other outstanding debt of the City's Electric System by any rating
agency then rating such Bonds or other outstanding debt of the City's Electric
System, or any official action by any rating agency then rating the Bonds to place
the Bonds on "Credit Watch" for possible downgrade or on "Negative Outlook"
after the date hereof (and provided that the Bonds were not on "Credit Watch" or
"Negative Outlook" prior to the date hereof); or
(8) an event shall occur or any information shall become known which
makes untrue in any material respect any statement or information contained in the
Official Statement, or has the effect that the Official Statement contains any untrue
statement of material fact or omits to state a material fact required to be stated
to-
therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading and, in either such event, (a) the City
refuses to permit the Official Statement to be supplemented to supply such
statement or information or (b) the effect of the Official Statement as so
supplemented is, in the reasonable judgment of the Underwriter, to materially
adversely affect the marketability of the Bonds or the market price thereof.
(e) At or prior to the Closing, the Underwriter shall receive the following
documents, in each case satisfactory in form and substance to the Underwriter and
Underwriter's Counsel:
(1) the approving opinion of Bond Counsel, dated the Closing Date and
addressed to the City, substantially in the form attached as Appendix C to the
Official Statement;
(2) a supplemental opinion of Bond Counsel, dated the Closing Date
and addressed to the Underwriter, substantially in the form attached hereto as
Exhibit A;
(3) an opinion of the City Attorney or other counsel to the City
acceptable to the Underwriter, dated the Closing Date and addressed to the
Underwriter, substantially in the form attached hereto as Exhibit B;
(4) an opinion of counsel to the Trustee, dated the Closing Date and
addressed to the City and the Underwriter, to the effect that: (i) the Trustee is a
national banking association duly organized and validly existing under the laws of
the United States of America; (ii) the Trustee is duly eligible and qualified to act as
Trustee under the Indenture and as Dissemination Agent under the Continuing
Disclosure Agreement; (iii) the Trustee has all requisite power, authority and legal
right to execute and deliver the indenture and the Continuing Disclosure Agreement
and to perform its obligations under such documents; (iv) the Trustee has duly
authenticated the Bonds; and (v) the Trustee has duly executed and delivered the
Indenture and the Continuing Disclosure Agreement and assuming that such
documents constitute the legal, valid and binding agreements of the other respective
parties thereto, such documents are the legal, valid and binding agreements of the
Trustee, enforceable in accordance with their terms, except to the extent
enforceability thereof may be subject to (a) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws affecting creditors'
rights and remedies heretofore or hereafter enacted, and (b) the application of
equitable principles and the exercise of judicial discretion in appropriate cases;
(5) an opinion of Chapman and Cutler LLP, Underwriter's Counsel,
dated the Closing Date and addressed to the Underwriter, to the effect that (i) the
Bonds me not subject to the registration requirements of the Securities Act of 1933,
as amended, and the Indenture is exempt from qualification under the Trust
Indenture Act of 1939, as amended; (ii) assuming the due authorization, execution
_It-
and delivery of the Continuing Disclosure Agreement by the City and the Trustee
and the enforceability thereof, the Continuing Disclosure Agreement is in a form
which satisfies the requirements of section (b)(5)(i) of Rule 15c2-12 of the
Securities Exchange Act of 1934, as amended; and (iii) on the basis of the
information made available to such firm in the course of acting as counsel to the
Underwriter (but without having undertaken to determine or verify independently,
or assuming any responsibility for, the accuracy, completeness or fairness of any of
the statements contained in the Preliminary Official Statement or the Official
Statement), no facts have come to the attention of the personnel in such firm directly
involved in rendering legal advice and assistance to the Underwriter in connection
with the preparation of the Preliminary Official Statement and the Official
Statement that cause them to believe that (a) the Preliminary Official Statement as
of its date or as of the date of this Purchase Contract (excluding therefrom financial,
demographic and statistical data; forecasts, projections, estimates, assumptions and
expressions of opinions; statements relating to DTC, Cede & Co. and the operation
of the book -entry system; statements relating to the treatment of the Bonds or the
interest, discount or premium, if any, thereon or therefrom for tax purposes under
the law of any jurisdiction; and the statements contained in the Preliminary Official
Statement under the captions "TAX MATTERS," and in the Appendices to the
Preliminary Official Statement; as to all of which they express no view) contained
any untrue statement of a material fact or omitted to state a material fact necessary
in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading, except for such information as is permitted
to be excluded from the Preliminary Official Statement pursuant to Rule 15c2-12
of the Securities Exchange Act of 1934, m amended, including but not limited to
information as to pricing, yields, interest rates, maturities, amortization, redemption
provisions, debt service requirements, Underwriter's discount and CUSIP numbers
or (b) the Official Statement as of its date or w of the Closing Date (excluding
therefrom financial, demographic and statistical data; forecasts, projections,
estimates, assumptions and expressions of opinions; statements relating to DTC,
Cede & Co. and the operation of the book -entry system; statements relating to the
treatment of the Bonds or the interest, discount or premium, if any, thereon or
therefrom for tax purposes under the law of any jurisdiction; and the statements
contained in the Official Statement under the captions "TAX MATTERS," and in the
Appendices to the Official Statement; as to all of which they express no view)
contained any untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading;
(6) a defemance opinion or opinions of Bond Counsel, dated the
Closing Date and addressed to the Trustee, to the effect that the Refunded Bonds
have been deemed to have been paid and are no longer outstanding pursuant to the
terms of the Indenture together with a letter of such counsel, dated the Closing Date
and addressed to the Underwriter, to the effect that such opinion may be relied upon
by the Underwriter to the same extent as if such opinion were addressed to the
Underwriter;
12-
(7) a certificate or certificates, dated the Closing Date, of the City
executed by its City Administrator or other appropriate official, to the effect that
(i) the representations and warranties of the City in this Purchase Contract me true
and correct on and as of the Closing Date as if made on and as of the Closing Date,
and the City has complied with and performed all of its covenants and agreements
in this Purchase Contract on its part to be complied with and performed at or prior
to the Closing; (ii) since June 30, 2019, except as referred to in or as contemplated
by the Official Statement, with respect to its Electric System, the City has not
incurred any financial liabilities, direct or contingent, or entered into any
transactions and there has not been any adverse change in the condition, financial
or physical, of the Electric System, in any case that would materially and adversely
affect the ability of the City to meet its obligations under the Indenture; and
(iii) other than as described in the Official Statement, there is no action, suit,
proceeding, inquiry or investigation pending or, to the best knowledge of such
official, threatened (a) in any way questioning the corporate existence of the City
or the titles of the officers of the City to their respective offices; (b) seeking to
restrain or enjoin the delivery of the Bonds, or the collection of Net Revenues of
the Electric System or other amounts pledged to pay the principal of, premium, if
any, and interest on such Bonds or the pledge thereof, (c) in any way contesting or
affecting the validity of the Bonds or the Legal Documents; (d) in any way
contesting the powers of the City or any authority for the issuance and delivery of
the Bonds and the performance of its obligations contained therein or the execution
and delivery of the Legal Documents and the performance of its obligations
contained therein, nor to the best knowledge of such official after reasonable
investigation, is there any basis for any such action, suit, proceeding, inquiry or
investigation, wherein an unfavorable decision, ruling or finding would make
invalid or materially adversely affect the authorization, execution, delivery or
performance by the City of the foregoing; (e) which would be likely to result in a
material adverse change in the business, properties, assets or the financial condition
of the Electric System or which would be likely to have a material adverse effect
on the ability of the City to meet its obligations under the Indenture; or (t) asserting
that the Official Statement contained any untrue statement of a material fact or
omitted 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,
which certificate shall be in form and substance acceptable to the Underwriter (but
in lieu of such certificate, the Underwriter may in its sole discretion accept an
opinion of Bond Counsel or Counsel to the City, acceptable to the Underwriter in
forth and substance, that in their opinion the issues raised in any such pending or
threatened litigation are without substance or that the contentions of any plaintiffs
therein are without merit);
(8) a certificate, dated the Closing Date, signed by a duly authorized
official of the Trustee, satisfactory in form and substance to the Underwriter, to the
effect that: (i) the Trustee is a national banking association organized and existing
under and by virtue of the laws of the United States of America, having the full
power and being qualified to enter into and perform its duties under the Indenture
-13-
and the Continuing Disclosure Agreement; (ii) the Trustee is duly authorized to
enter into the Indenture and the Continuing Disclosure Agreement and to
authenticate and deliver the Bonds to the Underwriter pursuant to the terms of the
Indenture; (iii) the execution and delivery of the Indenture and the Continuing
Disclosure Agreement and compliance with the provisions on the Trustee's part
contained therein, and the authentication and delivery of the Bonds will not conflict
with or constitute a breach of or default under any law, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or
other instrument to which the Trustee is a party or is otherwise subject (except that
no representation, warranty or agreement is made with respect to any federal or
state securities or Blue Sky laws or regulations), nor will any such execution,
delivery, adoption or compliance result in the creation or imposition of any lien,
charge or other security interest or encumbrance of any nature whatsoever upon any
of the properties or assets held by the Trustee pursuant to the lien created by the
Indenture under the terms of any such law, administrative regulation, judgment,
decree, loan agreement, indenture, bond, note, resolution, agreement or other
instrument, except as provided by the Indenture; and (iv) there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court,
governmental agency, public board or body, served on, or, to the best knowledge
of such officer, threatened against, the Trustee, affecting the existence of the
Trustee or the titles of its officers to their respective offices, or in any way
contesting or affecting the validity or enforceability of the Indenture against the
Trustee, or contesting the power of the Trustee or its authority to enter into, adopt
or perform its obligations under the Indenture, wherein an unfavorable decision,
ruling or finding would materially adversely affect the validity or enforceability of
the Indenture against the Trustee or the authentication and delivery of the Bonds;
(9) a certified copy of the general resolution of the Trustee authorizing
the execution and delivery of the Indenture and the Continuing Disclosure
Agreement, in substantially the same form attached as APPENDlx E to the
Preliminary Official Statement and the Official Statement, executed by the City
Administrator or other appropriate official of the City;
(10) the Official Statement and each supplement or amendment, if any,
thereto, executed by the City,
(I1) copies of each of the Legal Documents, each duly executed and
delivered by the respective parties thereto;
(12) certified copies of all proceedings relating to the authorization and
issuance of the Bonds certified by the City Clerk or other appropriate official of the
City;
(13) a certificate of the City (or an Independent Engineer, as such term is
defined in the Indenture) pursuant to Section 2.07(e) of the Indenture;
-14-
(14) evidence that the respective ratings on the Bonds of " " from
Standard and Poor's Ratings Services and " " from Moody's Investors Services
is described in the Official Statement are in full force and effect as of the Closing
Date;
(15) the Blanket Issuer Letter of Representations of the City,
(16) a Tax Certificate with respect to the Bonds, prepared by Bond
Counsel and executed by the City Administrator or other appropriate official of the
City;
(17) a copy of any Blue Sky Memorandum with respect to the Bonds,
prepared by Counsel to the Underwriter;
(18) a copy of the Notice of Final Sale required to be delivered to the
California Debt and Investment Advisory Commission pursuant to Section 8855 of
the California Government Code;
(19) a report, dated the date of Closing Date, from
Verification Agent, stating that the firm has verified the mathematical accuracy of
certain computations relating to the adequacy of the amounts available to pay
interest on the Refunded Bonds as the same shall become due on and before the
applicable maturity or redemption date for such Refunded Bonds and the principal
or redemption price of the Refunded Bonds to be paid or redeemed on any such
maturity or redemption date therefor;
(20) copies of the notices of redemption and notices of defeasance with
respect to the Refmded Bonds;
(21) evidence of compliance with Section 8855(i) of the California
Government Code;
(22) a letter of Stradling Yocca Carlson & Rauth, a Professional
Corporation, as disclosure counsel, in form and substance satisfactory to the
Underwriter; and
(23) such additional certificates, instruments and other documents as the
Underwriter or Bond Counsel may reasonably deem necessary to evidence the truth
and accuracy as of the Closing Date of the City's representations and warranties
contained in this Purchase Contract and the due performance or satisfaction by the
City at or prior to such time of all agreements then to be performed and all
conditions then to be satisfied by the City pursuant to this Purchase Contract.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to
purchase, accept delivery of and pay for the Bonds contained in this Purchase Contract or if the
obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be
-15-
subject to termination by the Underwriter for any reason permitted by this Purchase Contract, this
Purchase Contract and all obligations of the Underwriter hereunder may, at the option of the
Underwriter, be terminated by the Underwriter at, or at any time prior to, the Closing Date by
written notice to the City, and, upon any such termination, neither the Underwriter nor the City
shall have any further obligations hereunder.
5. Expenses. (a) The Underwriter shall be under no obligation to pay, and the City shall
pay, any expenses incident to the performance of the City's obligations hereunder including, but
not limited to: (i) the cost of preparation, printing and distribution of the Legal Documents, the
Preliminary Official Statement, the Official Statement and any supplements or amendments
thereto, including a reasonable number of certified or conformed copies thereof', (ii) the cost of
preparation and printing of the Bonds; (iii) the fees and disbursements of Stradling Yocca Carlson
& Rauth, a Professional Corporation, Bond Counsel; (iv) the fees and disbursements of any
engineers, accountants and other experts, consultants or advisors retained by the City; (v) fees for
bond ratings (which include fees of rating agencies and travel expenses of the City); and (vi) all
expenses incurred on behalf of City personnel with respect to the financing, including (a) air travel
and hotel costs in connection with the pricing of the Bonds, any investor meetings, any rating
agency trips and the Closing, (b) meals and transportation for City personnel during such trips,
(c) expenses of City personnel related to attending working group meetings, such as parking, meals
and transportation, and (d) any other miscellaneous costs related to the Closing.
(b) The Underwriter shall pay: (i) the cost of preparation and printing of this Purchase
Contract and the Preliminary Blue Sky Memorandum; (ii) all advertising expenses and Blue Sky
filing fees in connection with the public offering of the Bonds; (iii) fees, if any, payable to the
California Debt and Investment Advisory Commission, the MSRB and DTC; and (iv) all other
expenses (including travel and other out-of-pocket expenses) incurred by them in connection with
the public offering of the Bonds and the transactions contemplated by this Purchase Contract not
outlined in (a) above, including the fees and disbursements of Underwriter's Counsel. The City
acknowledges and agrees that some or all of the expenses (including all normally occurring
out-of-pocket expenses) to be paid by the Underwriter may be included as part of the expense
component of the underwriter's discount or may be reimbursed to the Underwriter as out-of-pocket
expenses.
6. Notices. Any notice or other communication to be given to the City under this
Purchase Contract may be given by delivering the same in writing to: City of Vernon, 4305 South
Santa Fe Avenue, Vernon, California 90058, Attention: City Administrator; and any notice or other
communication to be given to the Underwriter under this Purchase Contract may be given by
delivering the same in writing to the Underwriter: Goldman Sachs & Co. LLC, ,
, Attn:
7. Survival ojRepresentations and Warranties, The City's representations, warranties
and agreements contained in this Purchase Contract or made in any certificate delivered hereunder
shall remain operative and in full force and effect, regardless of (i) any investigations or
statements made by or on behalf of the Underwriter; and (ii) delivery of and payment for the Bonds
pursuant to this Purchase Contract.
-16-
8. No Fiduciary. The City acknowledges and agrees that (i) the purchase and sale of the
Bonds pursuant to this Purchase Contract is an amt's-length commercial transaction between the
City and the Underwriter in which the Underwriter is acting solely as a principal and is not acting
as the agent, fiduciary, financial advisor or municipal advisor of the City, (ii) the Underwriter has
not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering
contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective
of whether the Underwriter has provided other services or are currently providing other services
to the City on other matters); (iii) the Underwriter has no obligation to the City with respect to the
offering contemplated hereby except the obligations expressly set forth in this Purchase Contract;
(iv) the Underwriter has financial and other interests that differ from those of the City; and (v) the
City has consulted with its own legal, accounting, tax, financial and other advisors to the extent it
deemed appropriate.
9. Governing Law. This Purchase Contract shall be construed in accordance with and
governed by the Constitution and laws of the State of California applicable to contracts made and
performed in the State.
10. Counterpart Signatures. This Purchase Contract may be executed in several
counterparts, each of which shall be an original, and all of which shall constitute but one and the
same mstnrment.
[Remainder of page intentionally left blank.]
-17-
It. Parties in Interest. 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.
Accepted on February, 2020
CITY of VERNON
By:
City Administrator
ATTesT:
By:
City Clerk
Very truly yours,
GotDMAN SACHS & Co. LLC
Joseph Natoli, Managing Director
18-
MATURITY DATE
(AUGUST 1)
2O
MATURITY DATE
(AUGUST 1)
SCHEDULEI
S
CITY OF VERNON
ELECTRIC SYSTEM REVENUE BONDS
2020 SERIES A
MATURITY SCHEDULE
PRINCIPAL INTEREST
AMOUNT RATE YIELD
10%TEST 10%TFSTNOT
SATISFIED SATISFIED
REDEMPTION PROVISIONS
PRICE
SUBIECP TO
HOLD -THE -OFFERING
PRICE RULE
Optional Redemption. The Bonds with stated maturities on or after August 1, 20. are
subject to redemption prior to their respective stated maturities, at the option of the City and from
any source of available funds, as a whole or in part on , 20_, or on any date thereafter,
at a redemption price equal to the principal amount thereof plus accrued interest thereon to the
redemption date, without premium.
ExmBIT A
Goldman Sachs & Co. LLC
as Underwriter
Los Angeles, California
2020
Re: S City of Vernon Electric System Revenue Bonds, 2020 Series A
Ladies and Gentlemen
We have acted as bond counsel in connection with the issuance of the above -referenced
bonds (the "Bonds'). The Bonds have been 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, dated as of September 1, 2008 (as amended and supplemented, the "Indenture'), by and
between the City and The Bank of New York Mellon Trust Company, N.A. (the "Trustee'),
including as supplemented by the Fifth Supplemental Indenture of Trust, dated as of March 1,
2020, by and between the City and the Trustee. Capitalized terms used herein and not defined
shall have the meanings given to such terns in the Contract of Purchase, dated , 2020
(the "Purchase Contract'), by and between the City and Goldman Sachs & Co. LLC, as
underwriter ("Underwriter').
On the date hereof, we delivered to the City our opinion relating to, among other things,
the validity of the Bonds (the "Approving Opinion'). You are authorized to rely upon the
Approving Opinion as if addressed to you.
Based upon the foregoing and our review of such other information, documents and matters
of law as we considered necessary and in reliance on the foregoing, as appropriate, we are of the
opinion that
(i) The Purchase Contract has been duly authorized, executed and delivered by
the City, and assuming due authorization, execution and delivery by the Underwriter, is a
valid and binding agreement of the City enforceable in accordance with its terms;
(ii) The statements contained in the Official Statement under the captions
"INTRODUCTION," "THE 2020 BONDS," "SECURITY AND SOURCES OF PAYMENT" and "TAX
MATTERS," and in Appendices B and C, insofar as such statements purport to summarize
certain provisions of the Bonds and the Indenture and our opinion with respect to certain
federal and state income tax matters related to the Bonds, we accurate in all material
respects; and
(iii) The Bonds are exempt from registration pursuant to the Securities Act of
1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust
Indenture Act of 1939, as amended.
The opinions that are expressed herein are based upon our analysis and interpretation of
existing laws, regulations, rulings and judicial decisions and cover certain matters not directly
addressed by such authorities. This opinion is limited to matters governed by the laws of California
and federal securities laws, and we assume no responsibility with respect to the applicability or the
effect of the laws of any other jurisdiction. We call attention to the fact that the rights and
obligations under the Purchase Contract, the Indenture, the Continuing Disclosure Agreement and
the Bonds are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or transfer and other similar laws affecting creditors' rights, to the application of
equitable principles if equitable remedies are sought, to the exercise of judicial discretion in
appropriate cases and to limitations on legal remedies against public agencies in the State of
California.
This letter is limited to matters governed by the laws of the State of California and federal
securities laws, and we assume no responsibility with respect to the applicability or the effect of
the laws of any other jurisdiction. Except as expressly set forth in the Approving Opinion, we
express no opinion regarding any tax consequences with respect to the Bonds. No opinion is
expressed herein with respect to the compliance with, or applicability of, any "blue sky" laws of
any state as they relate to the offer or sale of the Bonds.
The Underwriter has been represented in connection with the purchase of the Bonds by its
counsel. No attomey-client relationship has existed or exists between the Underwriter and our
firm in connection therewith or by virtue of this letter. This letter is delivered to you as the
Underwriter of the Bonds, is solely for your benefit as such, and is not to be used, circulated,
quoted or otherwise referred to or relied to or relied upon for any other purpose or by any other
person without our prior written consent.
Respectfully submitted,
A-2
ExHmIT B
FORM OF OPINION OF CITY ATTORNEY
[Closing Date]
Goldman Sachs & Co. LLC,
as Underwriter
Los Angeles, California
Re: $ City of Vernon Electric System Revenue Bonds, 2020 Series A
Ladies and Gentlemen
I am the City Attorney of the City of Vernon (the "City') and as such I have served as
counsel to the City in connection with the issuance of the City's $ Electric System
Revenue Bonds, 2020 Series A (the "Bonds'). As such counsel, I have examined and am familiar
with (i) those documents relating to the existence, organization and operation of the City; (ii) all
necessary documentation of the City relating to the authorization, execution and delivery of (a) the
Indenture of Trust, dated as September 1, 2008, by and between the City and The Bank of
New York Mellon Trust Company, N.A., as trustee, as amended and supplemented, including as
supplemented by the Fifth Supplemental Indenture of Trust, dated as of March 1, 2020, providing
for the issuance of the Bonds (as so amended and supplemented, the "Indenture'), (b) the
Continuing Disclosure Agreement, dated as of March 1, 2020 (the `Continuing Disclosure
Agreement'), between the City and the Trustee, as dissemination agent, and (d) the Contract of
Purchase, dated February . 2020 with respect to the Bonds (the "Purchase Contract'), between
the City and Goldman Sachs & Co. LLC, as underwriter (the "Underwriter'); and (iii) a
Preliminary Official Statement of the City, dated February. 2020 (the "Preliminary Official
Statement') and an Official Statement of the City, dated Much_, 2020 (the "Official
Statement"), relating to the Bonds. The Indenture, the Continuing Disclosure Agreement and the
Purchase Contract are collectively referred to herein as the "Legal Documents. "
I am of the opinion that:
1. The City is a chartered city, duly created, organized and existing under the
Constitution and laws of the State of California and duly qualified to fumish electric service
within said City.
2. The resolution of the City (the "Resolution') approving and authorizing the
execution and delivery of Legal Documents and approving and authorizing the distribution
of the Official Statement by the City was duly adopted at a meeting of the City Council of
the City, which was called and held pursuant to law and with all public notice required by
law and at which a quorum was present and acting throughout.
3. The City has the authority and right to execute, deliver and perform its
obligations under the Legal Documents, and the City has complied in all material respects
with the provisions of applicable law in all matters relating to the transactions contemplated
by the Legal Documents.
4. The Official Statement and the Legal Documents have been duly
authorized, executed and delivered by the City and, assuming that the Legal Documents
constitute the legal, valid and binding agreements of the other respective parties thereto,
the Legal Documents constitute the legal, valid and binding agreements of the City
enforceable in accordance with their terms, subject to laws relating to bankruptcy,
insolvency or other laws affecting the enforcement of creditors' rights generally and to the
application of equitable principles if equitable remedies are sought and to limitations on
legal remedies against municipal corporations in the State.
5. No approval, consent or authorization of any governmental or public
agency, authority or person is required for the execution and delivery by the City of the
Legal Documents or the performance by the City of its obligations thereunder or the
execution and delivery, on the part of the City, of the Bonds. Under the laws of the State
of California, the City has the authority to determine, fix, impose and collect rates and
charges for electric service and is not presently subject to the regulatoryjurisdiction of any
state, regional or local governmental regulatory authority other than to the extent described
in the Preliminary Official Statement and the Official Statement.
6. The execution and delivery of the Legal Documents by the City and
compliance with the provisions thereof will not conflict with or constitute a breach of or
default under any instrument relating to the organization, existence or operation of the City,
or commitment, agreement or other instrument to which the City is a party or by which it
or its property is bound or affected, or any ruling, regulation, ordinance, judgment, order
or decree to which the City or any of its officers in their respective capacities as such are
subject or any provision of the laws of the State of California relating to the City and its
affairs.
7. There is no action, suit, proceeding, inquiry or investigation at law or in
equity, or before any court, public board or body, pending or, to the best of my knowledge,
threatened against or affecting the City or any entity affiliated with the City or any of its
officers in their respective capacities as such (nor to the best of my knowledge, is there any
basis therefor) that questions the powers of the City referred to in paragraph 3 above or in
connection with the transactions contemplated by the Legal Documents, or the validity of
the proceedings taken by the City in connection with the authorization, execution or
delivery of the Legal Documents, or (except as disclosed in the Official Statement] wherein
any unfavorable decision, ruling or finding would adversely affect the transactions
contemplated by the Legal Documents, or that, in any way, would adversely affect the
validity or enforceability of the Legal Documents or, in any material respect, the ability of
the City to perform its obligations under the Legal Documents.
M.
8. Based upon my participation in the preparation of the Preliminary Official
Statement and the Official Statement and without having undertaken to determine
independently the accuracy, completeness or fairness of the statements contained in the
Preliminary Official Statement or the Official Statement, nothing has come to my attention
which would lead me to believe that (i) the Preliminary Official Statement (excluding
therefrom the financial statements and the statistical data and the information concerning
DTC and the book -entry system included therein, the information under the caption
"UNDERwerrnvd" and the Appendices thereto, as to which no view is expressed) as of its
date and as of February _, 2020, contained or contains an untrue statement of a material
fact or omitted or omits to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, or (ii) the
Official Statement (excluding therefrom the financial statements and the statistical data and
the information concerning DTC and the book -entry system included therein, the
information under the caption "UNDERWRITING" and the Appendices thereto, as to which
no view is expressed) as of its the date and as of the date hereof, contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made,
not misleading.
Capitalized terms used herein not otherwise defined shall have the meanings ascribed
thereto in the Purchase Contract.
Respectfully submitted,
LIN
EXHIBIT D
s�
Sondling Yocca Carlson &Raab
Dmft,fI13a20
PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY _, 2020
NEW ISSUE —FULL BOOK -ENTRY ONLY Ratings: See the caption "RATINGS"
In the opinion ofStradling Yocca Carlson & Routh, a Professional Corporation, Bond Counsel, under existing starutu, regulations,
rulings and judicial decisions, and assuming the accuracy ofrertain representations and complianre with certain communes and requirements
described in this Official Statement, interest (and original issue discount) on the 2020 Bonds is excluded from grass income for federal income
tax purposes and is not an item of tar preference for purposes ofcalculatlng the federal alternative minimum tax imposed on individuals. In
the further opinion of Bond Counsel, interest (and original issue discount) on the 2020 Bonds is exempt from State of California personal
income tax. Seethe caption "TAXMATTERS. "
S
CITY OF VERNON
ELECTRIC SYSTEM REVENUE BONDS, 2020 SERIES A
Dated: Date of Issuance Due: August 1, ss sN forth on the Inside front cover page
The 2020 Bonds are being issued in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee
of The Depository Trust Company, New York, New York. Parchuers of the 2020 Bonds will not receive securities representing thew
beneficial ownership in the 2020 Bonds purchased. Interest on the 2020 Bonds is payable on August 1, 2020 and each February 1 and August
1 thereafter, until the maturity of the 2020 Bonds. The principal of and interest on the 2020 Bonds are payable by the Trustee to Cede & Co.
and such interest and principal payments are to be disbursed to the Beneficial Owners of the 2020 Bands thmugh their nominees.
The 2020 Bonds are subject to optional and mandatory sinking fund redemption as more fully described in this Official
Statement.
The 2020 Bonds are being issued to provide limits: (i) to finance the acquisition and construction of certain capital improvements to
the Electric System of the City; (ii) to refund all or portions of the City's outstanding Electric System Revenue Bonds, 2009 Series A, Electric
System Revenue Bonds, 2012 Taxable Series B and Electric System Revenue Bonds, 2015 Taxable Series A; (iii) to fund a deposit in the Debt
Service Reserve Fund in satisfaction ofher Debt Service Reserve Requirement; and (iv) m pay cons of issuance of the 2020 Bonds, all as more
fully described in this Official Statement.
The 2020 Bonds are being issued pursuant to the Indenture ofTmst, dated as of September 1, 2008, by and between the City and The
Bank of New York Mellon Trost Company, N.A., as trustee, as amended and supplemented, including as supplemented by the Find
Supplemental Indenture of Trost, dated as of March I, 2020. The 2020 Bonds arc limited obligations of the City payable solely from Net
Revenues, which consist of Revenues of the City's Electric System remaining after the payment of Operation and Maintenance Expenses, and
from amounts on deposit in certain funds and accounts created under the Indenture.
The 2020 Bonds are payable from Net Revenues on a parity with $77,345,000' outstanding principal amount of Electric System
Revenues Bonds (excluding Electric System Revenue Bonds which are being refunded from proceeds of the 2020 Bonds). The City may incur
additional obligations payable from Net Revenues on a parity with the obligation to pay principal of and interest on the 2020 Bonds, subject to
the terms and conditions of the Indenture, as more fully described in this Official Statement.
THE OBLIGATION OF THE CITY TO PAY PRINCIPAL OF AND INTEREST ON THE 2020 BONDS PURSUANT TO THE
INDENTURE DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY
GENERAL TAXES OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY GENERAL TAXES. THIN OBLIGATION OF THE
CITY TO PAY PRINCIPAL OF AND INTEREST ON THE 2020 BONDS IS A SPECIAL OBLIGATION OF THE CITY PAYABLE
SOLELY FROM NET REVENUES, AND DOES NOT CONSTITUTE A DEBT OF THE CITY OR OF THE STATE OF CALIFORNIA OR
OF ANY POLITICAL SUBDIVISION THEREOF IN CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT
LIMITATION OR RESTRICTION.
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS
ISSUE. INVESTORS ARE ADVISED TO READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO
THE MAKING OF AN INFORMED INVESTMENT DECISION.
MATURITY SCHEDULE — See Inside Feral Cover Page
The 2020 Bonds are offered when, at and Ifierued and received by the Underwriter, subject to the approval ofth valid, legal and
binding nature of the 2020 Bonds by Shadling Yocca Carlson & Routh, a Professional Corporation, Bond Counsel, and certain other
conditions. Certain legal martars will be passed upon for the City by goading Yocca Carlson & Routh, a P jusional Corporation, as
Disclosure Counsel, and by the City Artomey, for the Underwriter by its counsel, Chapman and Cutler LLP, and for the Trustee by its counsel.
Preliminary, subject to change.
B u anticipated that the 2020 Bonds will be available for delivery through the facilities of The Depository Trutt Company on or about March
10, 20M
Goldman Sachs & Co. LLC
Dated: March , 2020
s
CITY OF VERNON
ELECTRIC SYSTEM REVENUE BONDS, 2020 SERIES A
MATURITY SCHEDULE
BASE CUSIF*t
llaturip Date CTISIPat
(August 1) PrincipalAmount Interest Rate Ykid Price Sufjia[
5. %Term 2020 Bonds Due August 1, 20 Yield: % Prim: CUSIP'at Suffix
Prefuni.q. subject to change.
t CUSIPa it a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed an behalf
of the American Bankers Association by S&P Capital IQ. C tpyrtghP 2020 CUSIP Global Services. All rights reserved.
CUSIP° dam herein u provided by CUSIP Global Services. This data is not intended e, create a dambase and does not serve to
any way at a substitute far the CGS database. CUSIPa number are provided for convenience of reference only. Neither the
City nor the Udemnter takes any retponabi/icy for the accuracy ofsuch numbers.
CITY OF VERNON
COUNTY OF LOS ANGELES
STATE OF CALIFORNIA
CITY COUNCIL
Melissa Ybarta, Mayor
Leticia Lopez, Mayor Pro Tem
William "Bill' Davis, Council Member
Carol Menke, Council Member
Diana Gonzales, Council Member
STAFF
Carlos R. Fandino, Jr., City Administrator
Scott Williams, Finance Director/Treasurer
Abraham Alemu, General Manager of Public Utilities
Hema Patel, Esq., City Attorney
SPECIAL SERVICES
Bond Counsel and Disclosure Counsel
Stradling Yocca Carlson & Rauth, a Professional Corporation
Newport Beach, California
Municipal Advisor
BLX Group LLC
Los Angeles, California
Trustee
The Bank of New York Mellon Trust Company, N.A.
Los Angeles, California
Verification Agent
U
U
No dealer, broker, salesperson or other person buss been authorized by the City or the Underwriter to give
any information or to make any representations other than those contained in this Official Statement in connection
with the offering made hereby and, if given or made, such other information or representations must not be relied
upon as having been authorized by the City or the Underwriter. 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 2020 Bonds by a person in any
jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.
This Official Statement is not to be construed as a contract with the purchasers of the 2020 Bonds.
Statements contained in this Official Statement which involve estimates, forecasts or tatters of opinion, whether or
not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts.
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 a part of, its responsibilities to investors under the
federal securities laws as applied in the facts and circumstances of this
transaction, but the Underwriter does not guarantee the accuracy or
completeness of such information.
The information set for0t herein has been obtained from official sources which are believed to be reliable,
but it is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the
Underwriter. The information and expression of opinions herein are subject in change without notice and neither
delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, crate any
implication that there has been no change in the affairs of the City since the date hereof.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2020 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 UNDERWRITER MAY
OFFER AND SELL THE 2020 BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS
ACTING AS AGENT AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED
ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM
TIME TO TIME BY THE UNDERWRITER
CERTAIN STATEMENTS CONTAINED IN THIS OFFICIAL. STATEMENT REFLECT NOT
HISTORICAL FACTS BUT FORECASTS AND "FORWARD -LOOKING STATEMENTS." NO ASSURANCE
CAN BE GIVEN THAT THE FUTURE RESULTS DISCUSSED HEREIN WILL BE ACHIEVED, AND
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE FORECASTS DESCRIBED HEREIN. IN
THIS RESPECT, THE WORDS "ESTIMATE," "PROJECT," "ANTICIPATE;' "EXPECT," "INTEND,"
'BELIEVE" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD -LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995, SECTION 21E OF THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AND SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. ALL
PROJECTIONS, FORECASTS, ASSUMPTIONS, EXPRESSIONS OF OPINIONS, ESTIMATES AND OTHER
FORWARD -LOOKING STATEMENTS ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE
CAUTIONARY STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT.
The 2010 Bonds have not been registered under the Securities Act of 1933. as amended, in reliance upon
an exemption contained in such act. The 2010 Bonds hare not been registered or qualified under the securities laws
of any state. The Indenture has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance
upon an exemption contained in such act.
The City maintains a website. However, the information presented there is not pan of this Official
Statement and should not be relied upon in making an investment decision with respect to the 2020 Bonds.
TABLE OF CONTENTS
Z1
INTRODUCTION................................................................................................................................................
I
Purposeof Official Statement...........................................................................................................................
I
Authority...........................................................................................................................................................
I
Useof Proceeds................................................................................................................................................1
Security and Sources of Payment.....................................................................................................................
I
Debt Service Reserve Fund...............................................................................................................................2
Redemption.......................................................................................................................................................2
ContinuingDisclosure ......................................................................................................................................2
BicentLitigation...............................................................................................................................................3
OtherMatters....................................................................................................................................................3
PLANOF FINANCE............................................................................................................................................3
2020 Project......................................................................................................................................................3
RefundingPlan.................................................................................................................................................3
ESTIMATED SOURCES AND USES OF FUNDS............................................................................................7
DEBT SERVICE SCHEDULE.............................................................................................................................8
THE2020 BONDS...............................................................................................................................................8
General..............................................................................................................................................................8
Redemptionof 2020 Bonds..............................................................................................................................9
SECURITY AND SOURCES OF PAYMENT..................................................................................................
IO
Pledge Effected by the Indenture ....................................................................................................................
10
Deposit and Application of Revenues.............................................................................................................
12
Payments to Trustee for Bonds.......................................................................................................................
12
RateCovenant.................................................................................................................................................
13
Debt Service Reserve Fund.............................................................................................................................
14
ExpenseStabilization Fond............................................................................................................................
15
Outstanding Electric System Obligations.......................................................................................................
15
Additional Parity Obligations.........................................................................................................................
15
Transfers to General Fond..............................................................................................................................
16
Limitationson Remedies................................................................................................................................
17
THECITY..........................................................................................................................................................
18
General............................................................................................................................................................
18
LandUse and Service Area............................................................................................................................
18
Governance and Management........................................................................................................................
19
Prior Attempt to Disincorpomte City; City Reform.......................................................................................21
Employees......................................................................................................................................................22
EmployeeBenefits..........................................................................................................................................22
BudgetProcess................................................................................................................................................27
CityInsurance.................................................................................................................................................28
ParityObligations...........................................................................................................................................28
IntegratedResource Plan................................................................................................................................29
ELECTRIC SYSTEM OBLIGATIONS.............................................................................................................30
MalburgGenerating Station. ...........................................................................................................................30
Power Sales Contract with SCPPA for PVNGS.............................................................................................30
GasSupply Agreements.................................................................................................................................30
HooverUprating Project.................................................................................................................................31
Renewable Energy Resources.........................................................................................................................32
THE ELECTRIC
City Plan to Optimize Resource Utilization ....................................................................................................33
PowerSupply Resources................................................................................................................................ 34
Renewahle Rne. Reanurces At
Interconnection and Distribution Facilities.....................................................................................................43
Developments Affecting the Power Supply....................................................................................................44
CapitalRequirements......................................................................................................................................48
LargestCustomers..........................................................................................................................................49
ElectricRates..................................................................................................................................................51
Seismic Activity and Other Natural Disasters................................................................................................
53
ELECTRIC SYSTEM FINANCIAL INFORMATION.....................................................................................53
FinancialStatements.......................................................................................................................................53
RetailEnergy Sales.........................................................................................................................................
54
AvailableCash ... ...................................... ..—........... .--- ................................................................................
55
Summaryof Operating Results.......................................................................................................................
55
Projected Operating Results and Debt Service Coverage...............................................................................
56
FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY.................................................................
59
FederalPolicy on Cybersecurity .....................................................................................................................
59
FederalEnergy Legislation.............................................................................................................................
59
Federal Regulation of Transmission Access...................................................................................................60
OtherFederal Legislation...............................................................................................................................60
EnvironmentalIssues......................................................................................................................................60
OtherFactors..................................................................................................................................................65
CONSTITUTIONAL LIMITATIONS ON TAXES AND FEES.......................................................................66
Articles XIIC and XIHD of the State Constitution........................................................................................ 66
FutureInitiatives............................................................................................................................................. 68
APPROVAL OF LEGAL PROCEEDINGS.......................................................................................................68
LITIGATION..................................................................................................................................................... 68
General............................................................................................................................................................68
TAXMATTERS.................................................................................................................................................69
RATINGS...........................................................................................................................................................71
MUNICIPAL ADVISOR...................................................................................................................................72
UNDERWRITING............................................................................................................................................. 72
CONTINUING DISCLOSURE..........................................................................................................................72
FINANCIALINTERESTS.................................................................................................................................73
MISCELLANEOUS
73
APPENDIX A
FINANCIAL STATEMENTS..............................................................................................
A-1
APPENDIX B
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE ..................................
B-1
APPENDIX C
FORM OF OPINION OF BOND COUNSEL......................................................................
C-1
APPENDIX D
INFORMATION CONCERNING DTC..............................................................................
D-1
APPENDIX E
FORM OF CONTINUING DISCLOSURE AGREEMENT.................................................
E-1
OFFICIAL STATEMENT
S
CITY OF vERNON
ELECTRIC SYSTEM REVENUE BONDS, 2020 SERIFS A
INTRODUCTION
This Introduction is qualified in its entirety by reference to the more detailed information that is
included and referred to elsewhere in this Official Statement. The offering of the 2020 Bonds to potential
investors is made only by means of the entire Official Statement. All capitalized terms used in this Offrcial
Statement and not otherwise defined herein have the meanings set forth in the Indenture. See Appendix B.
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 Electric System Revenue Bonds, 2020 Series A (the "2020 Bonds").
Authority
The 2020 Bonds are being issued pursuant to Article I of the City's Charter, the City of Vemon
Municipal Facilities Revenue Bond Law, constituting Article XI of the Vemon City Code, and an Indenture of
Trust, dated as of September I, 2008 (the "Master Indenture" and, as amended and supplemented, the
"Indenture"), by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee
(the "Trustee"), including as supplemented by the Fifth Supplemental Indenture of Trust, dated as of March 1,
2020.
Use of Proceeds
The 2020 Bonds are being issued to provide funds: (i) to finance the acquisition and construction of
certain capital improvements to the Electric System of the City (collectively, the "2020 Project"); (ii) to
refund all or portions of the City's outstanding: (1) Electric System Revenue Bonds, 2009 Series (the
"2009A Bonds"), which are currently outstanding in the aggregate principal amount of $57,995,000; (2)
Electric System Revenue Bonds, 2012 Taxable Series B (the "2012B Bonds"), which are currently outstanding
in the aggregate principal amount of $35,100,000; and (3) Electric System Revenue Bonds, 2015 Taxable
Series A (the "2015A Bonds"), which are currently outstanding in the aggregate principal amount of
$111,720,000; (in) to fund a deposit in the Debt Service Reserve Fond in satisfaction of the Debt Service
Reserve Requirement; and (iv) to pay costs of issuance of the 2020 Bonds, all as more fully described in this
Official Statement. See the captions "ESTIMATED SOURCES AND USES OF FUNDS" and "PLAN OF
FINANCE "
Security and Sources of Payment
The 2020 Bonds are special obligations of the City. Tic principal and Redemption Price of and
interest on the 2020 Bonds are payable by the City solely from the Net Revenues of the City's Electric System,
amounts in the Light and Power Fund other than the Operating Reserve, and amounts in the Fonds, other than
the Rebate Fund, held by the Trustee under the Indenture (as defined in Appendix B, the "Trost Estate") and
are secured by a pledge of the Trust Estate. See the caption "SECURITY AND SOURCES OF PAYMENT —
Pledge Effected by the Indenture."
Preliminary, mbjeet w change.
The issuance of the 2020 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 2020 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 therefor 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, premium, if any, or
interest on the 2020 Bonds. The 2020 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 City bas issued and there currently remains Outstanding under the Indenture $282,160,000
aggregate principal amount of Electric System Revenue Bonds payable from Net Revenues on a parity with the
2020 Bonds, consisting of: (a) the Electric System Revenue Bonds, 2008 Taxable Series A (the "2008A
Bonds"), which are currently outstanding in the aggregate principal amount of $39,705,000; (b) the 2009A
Bonds, which are currently outstanding in the aggregate principal amount of $57,995,000; (c) the Electric
System Revenue Bonds, 2012 Series A (the "2012A Bonds"), which are currently outstanding in the aggregate
principal amount of $37,640,000; (d) the 2012B Bonds, which are currently outstanding in the aggregate
principal amount of $35,100,000; and (e) the 2015A Bonds, which are currently outstanding in the aggregate
principal amount of $111,720,000. See the caption "PLAN OF FINANCE" for a discussion of the expected
refunding of the 2009A Bonds, 2012E Bonds and 2015A Bonds from proceeds of the 2020 Bonds.
The Indenture permits the City to issue Additional Bonds and Refunding Bonds which are payable
from Net Revenues on a parity with the 2020 Bonds on the terms and conditions set forth in the Indenture.
The 2008A Bonds, the 2009A Bonds, the 2012A Bonds, the 2012E Bonds, the 2015A Bonds, the 2020 Bonds
and any such Additional Bonds and Refunding Bonds issued under the Indenture are referred to as the
"Bonds." All Bonds are equally and ratably secured by the pledge of the Trust Estate under the Indenture.
See the captions "SECURITY AND SOURCES OF PAYMENT —Outstanding Electric System Obligations"
and "SECURITY AND SOURCES OF PAYMENT —Additional Parity Obligations."
Debt Service Reserve Fund
Pursuant to the Indenture, the Debt Service Reserve Food 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 Bonds, including the 2020 Bonds. A portion of the proceeds of
the 2020 Bonds will be deposited in the Debt Service Reserve Fund so that the amount on deposit therein is no
less than the Debt Service Reserve Requirement as of the date of issuance of the 2020 Bonds. See the captions
"ESTIMATED SOURCES AND USES OF FUNDS" and "SECURITY AND SOURCES OF PAYMENT —
Debt Service Reserve Fund."
Redemption
The 2020 Bonds are subject to redemption prior to maturity. Seethe caption 'THE 2020 BONDS —
Redemption of 2020 Bonds."
Continuing Disclosure
The City has covenanted for the benefit of the holders and beneficial owners of the 2020 Bonds,
pursuant to a Continuing Disclosure Agreement with the Trustee, to provide to the Municipal Securities
Rulemaking Board (the "MSRB") through its Electronic Municipal Market Access System ("EMMA'J a copy
of the annual audited financial statements of the Electric System, as well as certain operating and financial data
relating to the Electric System, and notices of certain enumerated events. See the caption "CONTINUING
DISCLOSURE."
Bleent Litigation
See the caption "LITIGATION—Bicent Litigation" for a discussion of certain litigation between the
City and the owner of its largest power supply resource.
,#D 7113 ff="
The summaries of and references to all documents, statutes, reports and other instruments that are
refired 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 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 costs.
PLAN OF FINANCE
2020 Project
The 2020 Project consists of the following capital improvements: (a) replacements and upgrades to
substations; (b) voltage conversion projects; (c) cable and wood pole replacements; and (d) other
miscellaneous replacements and upgrades to various components of the Electric System.
The City will apply a portion of the proceeds of the 2020 Bonds: (i) to reimburse the Electric System
for the payment of certain costs of the 2020 Project which the City has previously paid; and (ii) to pay for costs
of acquisition and construction of the 2020 Project.
The City expects to complete the 2020 Project by early 2023 and to comply with all governmental
approval, environmental review, public bidding and other permitting requirements for each component of the
2020 Project as required by law. Pursuant to the Indenture, the City may substitute or add additional projects
to the 2020 Project provided that the City fast files with the Trustee a statement of the City: (a) identifying the
improvements to be substituted and the improvements to City facilities they replace in the 2020 Project; and
(b) stating that the estimated costs of construction, acquisition and installation of the substituted improvements
are not less than such costs for the improvements previously planned.
Refunding Plan
2009A Bonds. The City issued the 2009A Bonds, which are currently outstanding in the aggregate
principal amount of $57,995,000, pursuant to the Indenture, as supplemented by a Second Supplemental
Indenture of Trust, dated as of May 1, 2009. The City plans to apply a portion of the proceeds of the 2020
Bonds to refund all or a portion of the 2009A Bonds as shown in the below table.
Principal
Payment Date
(August 1)
2021
Unmfunded 2009A Bonds Refunded 2009A Bonds
Outstanding
Principal
Outstanding
Amountof
Principal
Original 2009A
Amountof
CUSIP®' Bonds After
2009A Bonds
(924397) Refunding
New
CUSIPS,for
Unrefunded
2009A Bonds
(924397)
$ 57,995,000 D18 $ — —
Refunded
Principal
Amountof
2009A
Bonds
New CUSIP®'
for Refunded
2009A Bonds
(924397)
The refunded principal amounts of the 2009A Bonds, as shown in the sixth column of the above table,
constitute the 'Refunded 2009A Bonds." Upon the defeasance of the Refunded 2009A Bonds, $_
aggregate principal amount of 2009A Bonds will remain outstanding. Such 2009A Bonds are payable from
Net Revenues of the Electric System on a parity with the 2020 Bonds. See the caption 'THE CITY —Parity
Obligations."
The City will cause a portion of the proceeds of the 2020 Bonds to be delivered to The Bank of New
York Mellon Trust Company, N.A., as trustee for the 2009A Bonds (the "2009A Trustee"). Such moneys,
together with certain moneys held by the 2009A Trustee in funds and accounts established in connection with
the 2009A Bonds, will be applied on the date of issuance of the 2020 Bonds to refund the Refunded 2009A
Bonds at a redemption price equal to the principal amount thereof, plus interest accrued to such date.
Sufficiency of the deposits with the 2009A Trustee for such purposes will be verified by [ (the
"Verification Agent'j. Assuming the accuracy of such computations, as a result of the deposit and
application of funds as provided above, the Refunded 2009A Bonds will be defeased pursuant to the provisions
of the Indenture as of the date of issuance of the 2020 Bonds.
Upon the issuance of the 2020 Bonds, the Verification Agent will deliver a report on the mathematical
accuracy of certain computations based upon certain information and assertions provided to it by the
Underwriter relating to the adequacy of the moneys deposited with the 2009A Trustee to pay the redemption
price of the Refunded 2009A Bonds.
The amounts held by the 2009A Trustee for the redemption of the Refunded 2009A Bonds are
pledged solely to the payment of the Refunded 2009A Bonds. Neither the funds deposited with the 2009A
Trustee nor any interest thereon will be available for the payments of principal of and interest on the 2020
Bonds.
2012B Bonds. The City issued the 2012B Bonds, which are currently outstanding in the aggregate
principal amount of $35,100,000, pursuant to the Indenture, as supplemented by a Third Supplemental
Indenture of Trust, dated as of January 1, 2012. The City plans to apply a portion of the proceeds of the 2020
Bonds to refund all or a portion of the 2012B Bonds as shown in the below table.
t CUSIM® amolertu e=a fthe American Bankers Associadon. CUSIP Global Se cu(CGS) u managedon behalfofthe Amenenn
Bankers Association by S&P Copan/ lQ. Copyright® 2020 CUSIP Global Sr v car. All nghu raened CENS dam herein 4 provided by
CUSIP Global Samwc . An dam u not imeMM to creme a dambaae and doer not serve rn any way u a subsnnae for Ae CGS dmabwe.
CUSIP&numbersarepro&Mforcanvmie elImweody. Nader theCrty nor UeU"oneraer ether any reseanabdiryfor the u mu
afsuch numbers
Unrefunded 2011B Bonds
Refunded 2012B Bonds
Outstanding
Principal
New
Refunded
Outstanding
Amountof
CUSIPWfor
Principal
New CUSIPS'
Principal
Principal
Original
2012D
Unmfunded
Amount of
for Refunded
Payment Date
Amount of
CUSIP®t
Bands After
2012B Bonds
2012E
2012E Bonds
(Augustl)
2012E Bonds
(924397)
Refunding
(924397)
Bands
(924397)
2022
$6,165,000
CP5
$—
—
$
2023
6,565,000
CQ3
2024
6,990,000
CRI
2025
7,440,000
CS9
2026
7,940,000
CT7
The refunded principal amounts of the 2012E Bonds, as shown in the sixth column of the above table,
constitute the `Refunded 2012B Bonds." Upon the defcasance, of the Refunded 2012B Bonds, $_
aggregate principal amount of 2012B Bonds will remain outstanding. Such 2012E Bonds are payable from
Net Revenues of the Electric System on a parity with the 2020 Bonds. See the caption "THE CITY —Parity
Obligations."
The City will cause a portion of the proceeds of the 2020 Bonds to be delivered to The Bank of New
York Mellon Trust Company, N.A., as trust" for the 2012B Bonds (the "2012B Trustee"). Such moneys,
together with certain moneys held by the 2012E Trustee in fonds and accounts established in connection with
the 2012B Bonds, will be applied on the date of issuance of the 2020 Bonds to refund the Refunded 2012E
Bonds at a redemption price equal to the Make Whole Redemption Price (as such term is defined in the
Indenture).
Sufficiency of the deposits with the 2012E Trustee for such purposes will be verified by the
Verification Agent. Assuming the accuracy of such computations, as a result of the deposit and application as
provided above, the Refunded 2012E Bonds will be defeased pursuant to the provisions of the Indenture as of
the date of issuance of the 2020 Bonds.
Upon the issuance of the 2020 Bonds, the Verification Agent will deliver a report on the mathematical
accuracy of certain computations based upon certain information and assertions provided to it by the
Underwriter relating to the adequacy of the moneys deposited with the 2012E Trustee to pay the redemption
price of the Refunded 2012B Bonds.
The amounts held by the 2012B Trustee for the redemption of the Refunded 2012E Bonds are pledged
solely to the payment of the Refunded 2012B Bonds. Neither the funds deposited with the 2012B Trustee nor
any interest thereon will be available for the payments of principal of and interest on the 2020 Bonds.
2015A Bonds. The City issued the 2015A Bonds, which are currently outstanding in the aggregate
principal amount of $111,720,000, pursuant to the Indenture, as supplemented by a Fourth Supplemental
Indenture of Trust, dated as of July 1, 2015. The City plans to apply a portion of the proceeds of the 2020
Bonds to refund all or a portion of the 2015A Bonds as shown in the below table.
' CUS/Pa v a regurered aademark o/ehe American BaNeri Arrxiaeion CUSP Global Se .. (CGS) . managed on behalf f /he Amencan
Bankers A.vacwnon by S6 Capiml IQ Copyn&01020 CUSIP Gobal Serm'eo. AB nghu mewed CUSIP@ dam herMn u provided by
CMP Global Service. rhu dam u wt banded m create a databare and does not nerve Many nay as a su&ftnoe for the CGS dmabase
CUSP® numbers areprovdedfor convmimmf frmce only. NeiNerthe CityrorAetbdewntermkwmympovibilityforthenaxurucy
ofsuch cambers.
Unreim"2015A Bonds Refunded 2015A Bonds
Outstanding
Principal New Refunded
Outstanding Amountof CUSIP®'for Principal New CUSIP®'
Principal Principal Original 2015A Unrefunded Amountof for Refunded
Payment Date Amount of CUSHW Bonds Alter 2015A Bonds 2015A 2015A Bonds
(August l) 20ISA Bonds (924397) Refunding (924397) Bonds (924397)
2022 $22,540,000 CX8 $ _ _ $
2023 23,520,000 CY6
2024 24,585,000 CZ3
2025 25,780,000 DA7
2026 15,295,000 DB5
The refunded principal amounts of the 2015A Bonds, as shown in the sixth column of the above table,
constitute the "Refunded 2015A Bonds." Upon the defeasance of the Refunded 2015A Bonds, $
aggregate principal amount of 2015A Bonds will remain outstanding. Such 2015A Bonds are payable from
Net Revenues of the Electric System on a parity with the 2020 Bonds. See the caption "TILE CITY —Parity
Obligations."
The City will cause a portion of the proceeds of the 2020 Bonds to be delivered to The Bank of New
York Mellon Trust Company, N.A., as trustee for the 2015A Bonds (the "2015A Trustee'). Such moneys,
together with certain moneys held by the 2015A Trustee in funds and accounts established in connection with
the 2015A Bonds, will be applied on the date of issuance of the 2020 Bonds to refund the Refunded 2015A
Bonds at a redemption price equal to the 2015 Make Whole Redemption Price (as such term is defined in the
Indenture).
Sufficiency of the deposits with the 2015A Trustee for such purposes will be verified by Verification
Agent. Assuming the accuracy of such computations, as a result of the deposit and application of funds as
Provided above, the Refunded 2015A Bonds will be defeased pursuant to the provisions of the Indenture as of
the date of issuance of the 2020 Bonds.
Upon the issuance of the 2020 Bonds, the Verification Agent will deliver a report on the mathematical
accuracy of certain computations based upon certain information and assertions provided to it by the
Underwriter relating to the adequacy of the moneys deposited with the 2015A Trustee to pay the 2015 Make
Whole Redemption Price.
The amounts held by the 2015A Trustee for the redemption of the Refunded 2015A Bonds are
pledged solely to the payment of the Refunded 2015A Bonds. Neither the funds deposited with the 2015A
Trustee nor any interest thereon will be available for the payments of principal of and interest on the 2020
Bonds.
t CUSIPDbarexierered nadewark aftFe Alnnirnn Barters Auxiation. CUSIP GIo6a/&,ry (CGS) umanaSedon k&6FoftF American
Barters &aw .tion Fy SBP Capaal IQ Copynght0 2010 CUSIP GbW Semcu. All ngha served CrRIPD data herein b provided Fy
CUSIP GI.F Servirer. TFu dam u rot imended ro create a databare art doer wt xrve in any wy as a tubnuure/or rFe CGS dmabare.
CUSIPD numbers areprovidrdformnvenienre ofre/erence only NeiNntFe City ror de Undeewnx. takee anyrcibairyfor tFe acevmry
o/svcF nunDers.
ESTIMATED SOURCES AND USES OF FUNDS
The estimated sources and uses of funds with respect to the 2020 Bonds are set forth below.
sources
Principal Amount $
Plus/Len Net Original Issue Premium/Discount
Additional Moneys/'I
Total Sources $_ _
Uses
Redemption of 2009A Bonds $
Redemption of 2012B Bonds
Redemption of 2015A Bonds
Reimbursement to City for Costs of Capital Improvements
Deposit to 2020 Capital Improvement Fund
Deposit to Debt Service Reserve Fund
Costs of Issuared(n
Total Uses $.
Reflects moneys held in fonds and accounts established in oomection with the 2012E Bonds and the 2015A Bonds.
Includes Underwriter's discourd, legal fees, Tmstee fees, Verification Agent fees, rating agency fees, financial and
consulting fees, printing costs and other expenses in connection with the issuance ofthe 2020 Bonds.
DEBT SERVICE SCHEDULE
The following table shows the debt service schedule for the City's outstanding Bonds, including the
2020 Bonds.
Debt Service on
Fiscal Year Ended Outstanding
Jane 30 Bondsl')
20_ $jam
TOTAL(2)
2020 Bonds
Principal Interest
Total
Debt Service
of Reflects debt service on 2008A Bonds and 2012A Bonds. Fxcludes debt service on 2009A Bonds, 2012B Bonds and 2015A
Bonds, which are being refunded from proceeds of the 2020 Bonds. See the caption "PLAN OF FINANCE."
(2) Totals may not add due to rounding.
THE 2020 BONDS
General
The 2020 Bonds will be issued in the aggregate principal amount, will bear interest at the rates and
will mature in the years and amounts as set forth on the inside front cover page of this Official Statement. The
2020 Bonds will be issued in denominations of $5,000 or any integral multiple thereof. The 2020 Bonds will
be dated and will bear interest from their date of original issuance. Interest on the 2020 Bonds will be payable
on August I, 2020 and each February 1 and August 1 thereafter. The 2020 Bonds will be registered in the
name of Cede & Co., the nominee of The Depository Trust Company, New York, New York CDTC'), and
held in DTC's book -entry system. So long as the 2020 Bonds are held in the book -entry system, DTC or its
nominee will be the registered owner of the 2020 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
Depositary." So long as the 2020 Bonds are held in bookcntry forth through DTC, all payments with respect
to principal of, premium, if any, and interest on each 2020 Bond will be made pursuant to DTC's notes and
procedures. See Appendix D.
Redemption of 2020 Bonds
Optional Redemption. The 2020 Bonds with stated maturities on or after August 1, 20, are subject
to redemption prior to their respective stated maturities, as a whole or in part on _ I, 20_ or any date
thereafter, as directed by the City in a written request provided to the Trustee at least 35 days (or such lesser
number of days acceptable to the Trustee in the sole discretion of the Trustee, such notice for the convenience
of the Trustee) and by lot within each maturity in integral multiples of $5,000, at a Redemption Price equal to
the principal amount thereof plus accrued interest thereon to the Redemption Date, without premium.
Mandatory Sinking Fund Redemption. The 2020 Bonds maturing on August I, 20_ are also subject
to mandatory redemption in part prior to their stated maturity from Sinking Fund installments established
pursuant to the below table on any August 1 on or after August 1, 20, at a Redemption Price equal to the
principal amount of the 2020 Bonds to be redeemed, without premium. The following are the Sinking Fond
Installments for the 2020 Bonds maturing on August 1, 20. Such installments will be due on August 1 of
each of the years set forth in the following table in the respective amounts set forth opposite such years in said
table:
Sinking Fund Installment Due
Date (August 1) Sinking Fund Installment
20(_1 5
r Maturity.
Notice of Redempdon. The Trustee is to give notice of the redemption of my 2020 Bonds by first
class mail, postage prepaid, not more than 60 nor less than 30 days before the redemption date to the Owners
of any 2020 Bonds to be redeemed (in whole or in part) at their addresses appearing in the Bond Register.
Such notice will specify the maturity date of the 2020 Bonds to be redeemed, the redemption date and the
place or places where amounts due upon such redemption will be payable and, if less than all of the 2020
Bonds of any like maturity are to be redeemed, the letters and numbers or other distinguishing marks of such
2020 Bonds to be redeemed, and, in the case of a 2020 Bond to be redeemed in part only, such notice will also
specify the respective portion of the principal amount thereof to be redeemed.
In the event that funds required to pay the Redemption Price of 2020 Bonds to be redeemed at the
option of the City are not on deposit with the Trustee at the time the notice of redemption of such 2020 Bonds
is given, such notice will state that such redemption is conditioned 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 2020 Bonds to
be redeemed, and that if such moneys have not been so received, said notice will be of no force and effect and
the City will not be required to redeem such 2020 Bonds. In the event that a notice of redemption of 2020
Bonds contains such a condition and such moneys are not so received, the redemption of 2020 Bonds as
described in the conditional notice of redemption will 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 will be no
redemption of 2020 Bonds pursuant to the conditional notice of redemption.
Receipt of notice of redemption is not a condition precedent to the redemption of 2020 Bonds and
failure of any Owner of a 2020 Bond to receive any such notice or any insubstantial defect in such notice does
not affect the validity of the proceedings for the redemption of 2020 Bonds.
SECURITY AND SOURCES OF PAYMENT
Pledge Effected by the Indenture
The payment of the principal and Redemption Price of and interest on the 2020 Bonds is secured by a
pledge of the Trust Estate under the Indenture. The Trost Estate consists of: (i) the Revenues; (fi) all amounts
on deposit in the Light and Power Fond, including the investments, if any, thereof; and (iii) all amounts on
deposit in the Fonds, other than the Rebate Fond, held by the Trustee under 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 2020 Bonds and all other Bonds issued under the Indenture are equally and ratably secured by the
pledge of the Trust Estate pursuant to the Indenture. The 2020 Bonds and all other Bonds issued under the
Indenture are equally and ratably payable from the Net Revenues, amounts in the Light and Power Fund other
than the Operating Reserve, and amounts held in the Funds, other than the Rebate Fund, held by the Trustee
under the Indenture. The City has and, in the future, may issue or incur other Parity Obligations which are
secured by a pledge of the Trust Estate. The City has issued under the Indenture and there is currently
outstanding $164,890,000 aggregate principal amount of Electric System Revenue Bonds, consisting of the
2008A Bonds, the 2009A Bonds and the 2012A Bonds. See the captions "TILE CITY —Parity Obligations"
and "ELECTRIC SYSTEM OBLIGATIONS" for more information about outstanding Parity Obligations and
certain obligations payable as Operation and Maintenance Expenses.
"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 Fund, but excluding: (i) proceeds of taxes; (ii) refundable deposits made to establish credit;
(iii) advances or contributions in aid of construction; and (iv) line extension fees.
"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.
"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 many public agency other than the City in connection with the Electric System; (t) 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, Independent Engineers and
other consultants; (g) the fees, expenses and indemnification of Credit Providers and Reserve Financial
10
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, amortization of intangibles, Franchise Payments to the City and Unrealized Items. Except
as provided in clause (d) above, no transfer of Revenues to the City, including Franchise Payments, will
constitute an Operation and Maintenance Expense.
For a description of certain obligations payable as Operation and Maintenance Expenses, sce the
caption "ELECTRIC SYSTEM OBLIGATIONS"
"Operating Reserve" means, as of any date of calculation, an amount in the Light and Power Fond
equal to the amount contained in the then current Budget for Operations and Maintenance Expenses for the
four months next succeeding the month in which the date of calculation occurs.
"Obligations" is defined in the Indenture to include: (a) obligations with respect to borrowed money
such as bonds, notes or other evidences of indebtedness, installment purchase payments under any contract and
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 and/or amounts in the Light and
Power Fund; (b) obligations to replenish any debt service reserve fund with respect to obligations of the City
described in clause (a); (c) obligations under a Public Finance Contract payable from the Net Revenues and/or
amounts in the Light and Power Fund; and (d) Credit Provider Reimbursement Obligations.
"Public Finance Contract" is defined in the Indenture to mean: (a) any contract providing for
payments based on levels of, or changes in, interest rates, currency exchange rates, stock or other indices;
(b) 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 counterporty.
"Franchise Payments" is defined in the Indenture to mean the payment in lieu of franchise tax added
to each Electric System customer bill to be paid to the City's General Fund and any successor or replacement
payment.
For definitions of certain other terns used herein, sce Appendix B.
The issuance of the 2020 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 2020 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 2020 Bonds. The 2020 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, will not be individually liable
on the 2020 Bonds or in respect of any undertakings by the City under the Indenture.
Deposit and Application of Revenues
Pursuant to the Indenture, the City is to deposit or cause to be deposited all Revenues into the Light
and Power Fund upon receipt thereof. Without limiting the provisions of the Indenture regarding investment
of certain funds, the City is to apply the Revenues for each Fiscal Year, as received, first to the payment of
Operation and Maintenance Expenses then due and payable, and then to the payment of amounts required to be
paid with respect to Debt Service on, and reserves for, the Bonds and other Parity Obligations. The City may
then apply any remaining Revenues to any lawful purpose in connection with the Electric System, including
the payment of amounts required to be paid with respect to Subordinate Obligations, the payment of Costs of
Capital Improvements and, to the extent permitted by the Indenture, to transfers to the City's General Fund.
Payments to Trustee for Bonds
During each Fiscal Year the City will pay the Trustee, from the Net Revenues of such Fiscal Year, the
following amounts at the following times:
(a) on the fourth Business Day prior to each Interest Payment Date for any Outstanding Bonds,
an amount equal to the interest payable on the Outstanding Bonds on such Interest Payment Date; provided,
however, that such payments will be reduced by any available amounts on deposit in the Interest Account
which are to be applied to such upcoming interest payment;
(b) on the fourth Business Day prior to each date on which the principal of Outstanding Bonds
which are Serial Obligations =lure, an amount equal to the principal of such Outstanding Bonds maturing on
such date; provided, however, that such payments will be reduced by any available amounts on deposit in the
Principal Account which are to be applied to the upcoming principal payment;
(c) on the fourth Business Day prior to each Sinking Fund Installment due date for Outstanding
Bonds which are Tenn Obligations, an amount equal to the Sinking Fund Installments due with respect to all
Outstanding Bonds which are Tenn Obligations on such Sinking Fund Installment due date; provided,
however, that such payments will be reduced by any available amounts on deposit in the Sinking Fond
Account which are to be applied to the redemption or payment of such Bonds on such Sinking Ford
Installment due date and by the amount by which the City's obligations to make payments with respect to such
Sinking Ford Installments have been satisfied pursuant to the Indenture;
(d) at least one Business Day prior to each date fixed for the redemption of Outstanding Bonds
(other than from Sinking Fund hrstallmcnts and other than an optional redemption of Bonds as to which a
conditional notice of redemption has been sent to the Owners pursuant to the Indenture), an amount equal to
the Redemption Price of the Bonds to be redeemed;
(e) on the date on which the principal of or interest on any Outstanding Bond becomes due and
payable, other than as provided in clauses (a) through (d) above, the City will pay an amount in funds which
are immediately available to the Trustee by 10:00 a.m. (Pacific Time) on the due date, equal to the principal of
and interest on the Outstanding Bonds due on such date;
(f) in the event that on any date upon which the City is to make a payment pursuant to clauses
(a), (b), (c), (d), and/or (e) above and the amount of Net Revenues and the amount in the Light and Power Ford
available therefor in accordance with the Indenture is not sufficient to make such payment and any payment
12
required to be made on such date with respect to the principal and redemption premium of and interest on other
Parity Obligations (including, with respect to transactions under Qualified Swap Agreements, the Net
Payments due), then the City will apply the Net Revenues and amounts in the Light and Power Fond available
therefor in accordance with the Indenture to the payments required by clauses (a), (b), (c), (d), and/or (a) above
and such payments with respect to the other Parity Obligations ratably (based on the respective amounts to be
paid), without any discrimination or preferences;
(g) on the Business Day preceding each July 1, the City will pay an amount for deposit in the
Debt Service Reserve Fund, such that, after the deposit, the amount on deposit in such Food is at least equal to
the Debt Service Reserve Requirement, including the amount of any Reserve Financial Guaranties on deposit
in the Debt Service Reserve Fond; and
(h) in the event that on any date upon which the City is to make a payment pursuant to clause (g)
above and the amount of Net Revenues and the amount in the Light and Power Fond available therefor in
accordance with the Indenture is not sufficient to make such payment and any payment required to be made on
such date with respect debt service reserves for other Parity Obligations, then the City, after making the
payments required by clauses (a), (b), (c), (d), (e), and (f) above, will apply the Net Revenues and amounts in
the Light and Power Fond available therefor in accordance with the Indenture to the payments required by
paragraph (g) above and such payments with respect to debt service reserves for Parity Obligations ratably
(based on the respective amounts to be paid), without any discrimination or preferences.
In the event that on any date all payments required to be made pursuant to the preceding paragraphs
are not made in full from Net Revenues, then the City will make up any deficiency from amounts in the Light
and Power Fond after setting aside in the Light and Power Fund an amount equal to the Operating Reserve. In
the event that on any date all payments required to be made pursuant to the preceding clauses (a) through (h)
are not made in full, then no payment will be made which has a priority lower than the delinquent payment
until all delinquent payments with a higher priority have been made in full.
Rate Covenant
Pursuant to the Indenture, the City has covenanted, at all times, to fur, prescribe and collect rates and
charges for the Electric Service of the Electric System during each Fiscal Year which will 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; (it) Adjusted Debt Service; and (in) 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 terms of its Credit Support Agreement and amounts owed to a Reserve Financial
Guaranty Provider under the terms of its Reserve Financial Guaranty; and (b) Adjusted Revenues less
Operation and Maintenance Expenses for such Fiscal Year equal to at least 110% of Adjusted Debt Service for
such Fiscal Year.
The City may make adjustments from time to time in such fees and charges and may make such
classification thereof as it deems necessary, but will not reduce the rates and charges then in effect unless the
Adjusted Revenues and the Adjusted Net Revenues from such reduced rates, fees and charges will at all times
be sufficient to meet the foregoing requirements.
"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 Fond.
"Adjusted Debt Service" is defined in the Indenture to mean, for any period of time, the Debt Service
with respect to Outstanding Parity Obligations for such period minus the sum of the amount of such Debt
13
Service 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 Fond is required to be maintained in an amount equal to the Debt Service
Reserve Requirement. A portion of the proceeds of the 2020 Bonds will be deposited in the Debt Service
Reserve Fond so that the amount on deposit therein is no less than the Debt Service Reserve Requirement as of
the date of issuance of the 2020 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 on deposit in the Debt Service Fund available for such payment.
"Debt Service Reserve Requirement" means, as of any date of calculation, an amount equal to the
least of: (a) 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) 125% of the man 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 City 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 will be assumed to be: (i) with respect to Bonds
which are Tax -Exempt, the ten year historical average of the SU MA 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
City. Upon the issuance of the 2020 Bonds and the refunding of the Bonds described under the caption
"PLAN OF FII4ANCE—Refimding Plan," the Debt Service Reserve Requirement will be 5
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 Fond 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. There is currently no such Reserve
Financial Guammy in the Debt Service Reserve Fund.
"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.
Pursuant to the Fifth Supplemental Indenture, the definition of "Reserve Financial Guaranty" set forth
above will be amended and restated as set forth below at such time as all currently outstanding Bonds
(excluding the 2020 Bonds) are defeased:
"Reserve Financial Guaranty" means 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 same rating category (without regard to qualifiers) as the Bonds by S&P and Moody's
14
and, if rated by A.M. Best & Company, also in the same rating category (without regard to
qualifiers) as the Bonds by A.M. Best & Company."
Expense Stabilization Fund
Moneys may be deposited in the Expense Stabilization Fund held by the Trustee in such amounts, at
such times and from such sources as determined by the City in its sole discretion. Moneys on deposit in the
Expense Stabilization Fond may be withdrawn by the City at any time that 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 Bonds or other
Parity Obligations, payment of principal or premium or interest on Subordinate Obligations, payment of costs
of Capital Improvements or payment of the costs of issuance of Parity Obligations or Subordinate Obligations.
For any period of time, any amounts so withdrawn from the Expense Stabilization Fund are included in the
calculation of Adjusted Revenues for such period of time. See the caption' —Rate Covenam." If an Event of
Default under the Indenture has occurred and is continuing, the Trustee will transfer all moneys in the Expense
Stabilization Fond to the Interest Account and the Principal Account of the Debt Service Fund as provided in
the Indenture. As of January 31, 2020, there was SL_j on deposit in the Expense Stabilization Fund.
Outstanding Electric System Obligations
Upon the issuance of the 2020 Bonds, the 2008A Bonds, the 2009A Bonds, the 20M Bonds, the
2012B Bonds, the 2015A Bonds and the 2020 Bonds will be the only Parity Obligations of the City payable
from the Electric System Net Revenues or amounts in the Light and Power Fond. For a description of other
obligations of the City payable from Electric System Revenues, including certain 'take -or -pay" obligations
payable as Operation and Maintenance Expenses, see the caption "ELECTRIC SYSTEM OBLIGATIONS."
Additional Parity Obligations
The City has covenanted pursuant to the Indenture that it will not issue any bond, note or other
evidence of indebtedness payable from or secured by the Trust Estate or any part thereof 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 (it) except for other Parity Obligations with respect to the
Revenues and amounts in the Light and Power Fund, in any manner on a parity with the lien on, pledge of and
security interest in the Revenues and amounts in the Light and Power Food securing the Outstanding Bonds
pursuant to the Indenture. Nothing in the Indenture prevents 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:
(a) a certificate or certificates, prepared by the City or at the City's option by an Independent
Engineer, showing: (i) that the Adjusted Net Revenues for any 12 consecutive month period within the 18
consecutive months ending immediately prior to the issuance of such Additional Parity Obligations selected by
the City in its sole discretion (the "Calculation Period"), amounts 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 amount 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
(b) a certificate or certificates, prepared by the City or at the City's option by an Independent
Engineer, 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,
amount to at least 1.25 times the Maximum Adjusted Annual Debt Service on all Parity Obligations to be
15
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, amount 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 Independent Engineer will
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 will 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.
See Appendix B for the definition of certain terms used above.
Transfers to General Fund
The City has covenanted in the Indenture not to transfer Net Revenues for any Fiscal Year to the
City's General Fund, including the Franchise Payment, in an amount exceeding the Net Transferable Income
for such Fiscal Year, which amount will be determined at the end of such Fiscal Year; provided that so long as
an Event of Default has occurred and is continuing under the Indenture, the City may not transfer any Net
Transferable Income to the City's General Fund.
"Net Transferable Income" means, with respect to any Fiscal Year, the Net Revenues for such Fiscal
Year less the Debt Service for such Fiscal Year; provided that, the Net Transferable Income for any Fiscal
Year may not exceed the difference between: (i) 11.5% of the retail sales for such Fiscal Year; and (ii) the sum
of: (A) the amount paid pursuant to clause (d) of the definition of Operation and Maintenance Expenses in
such Fiscal Year; plus (B) the amount, if any, paid to the City as a Franchise Payment in such Fiscal Year.
In 2018, City voters approved a utility users' tax (the "OUT"), including a 6 % tax on industrial and
commercial users of electric services which is being phased over a period extending through Fiscal Year 2021
and terminating in Fiscal Year [20271. The City expects that the collection of the UUT will enable the City to
reduce transfers from the Electric System to the General Fund during the period while the UUT is collected, as
UUT proceeds will support General Fond activities that have historically been funded from Electric System
transfers. The Electric System will continue to make Franchise Payments to the General Fond while the UUT
is being collected. See the caption "—Pledge Effected by the Indenture."
The following table shows the amount of transfers from the Light and Power Fund to the City's
General Fund for the last five Fiscal Years and the amount projected for the current Fiscal Year.
CITY OF VERNON ELECTRIC SYSTEM
Transfers to General Fund
Fiscal Year Ended
Amount of
June30
Trmiler)l)
2015
$14,306,266
2016
14,507,260
2017
13,121,515
20181r)
14,344,504
2019)3)
4,572,075
2020)3)(4)
4,925,975
0) Includes Franchise Payments; does not include City -allocated administrative expenses constituting Operation and
Maintenance Expenses. See the limitation regarding Net Transferable Income above.
a) The Electric System received a transfer in from the General Fund in the anuuot of $22.595,532 in Fiscal Year 2018
(reflecting redevelopment bond proceeds that the City elected to apply to Electric System capita projects), resulting in a net
transfer to firm the General Fund of 58,251,028. [CONFIRM ALL $22,592,532 WENT TO ELECTRIC SYSTEM AND
NONE TO WATER SYSTEM].
(3) Reflects Franchise Payments only. Reduction begirming in Fiscal Year 2019 reflects approval of IIUT.
)4) Projected. Subject to change.
Source: City of Vemon.
See the caption "CONSTITUTIONAL LIMITATIONS ON TAXES AND FEES —Articles XIIIC and
XHID of the State Constitution" for a discussion of certain limitations on and case decisions relating to
transfers from municipal electric utility funds to general funds. The City sets its rates and its budget with the
expectation that certain transfers will be made from the Electric System to the City's General Fund in
accordance with the restrictions set forth in the Indenture. In the event that transfers are further restricted, the
City does not believe that any such further restrictions would have a material adverse effect on the financial
position of the Electric System. However, such further restrictions on transfers may cause the City to evaluate
new strategies to generate revenues to fund services provided by the City.
Limitations on Remedies
The rights of the Owners of the 2020 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 2020 Bonds,
and the obligations incurred by the City, rosy become subject to the following: the United States Bankruptcy
Code and applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
affecting the enforcement of creditors' rights generally, now or later in effect; equity principles which rosy
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 goverrrmeriL if initiated, could subject the Owners of the 2020 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.
17
THE CITY
General
The City was incorporated in 1905 under the general laws of the State. City voters approved a charter
in 1988 and the City thereafter became a charter city. The City has a land area of approximately 5.2 square
miles and an estimated population of 240 people as of December 1, 2019. Land use in the City primarily
consists of industrial development, with small areas devoted to commercial and residential uses. See the
caption "—Land Use and Service Area." The City provides a wide range of services, such as public utilities
(including water, gas, fiber and electric services), police protection and public works. The City is currently in
the process of munitioning fire services from the City's Fire Department to the County of Los Angeles Fire
Department. The transition is expected to be finalized by late 2020.
The City is located in the County of Los Angeles (the "County"), approximately 5 miles south of
downtown Los Angeles. The City has extensive mil lines running through it, as well as two large intennodal
freight yards at the City northern boundaries, to serve its industrial customer base. It is also located along
Interstate 710 and is in close proximity to Interstates 5, 10, 105 and 110. With its location along or near these
freeways, its close proximity to the Ports of Los Angeles and Long Beach and Los Angeles International
Airport, together with the rail lines within the City, the City has access to a significant transportation network.
The City has diversified from is origins as a hub for livestock businesses and there are currently over 1,700
industrial firms employing approximately 37,000 people within the City.
The City provides electric service to approximately 1,223 small industrial, 524 large industrial and
168 commercial, residential and other customers as of June 30, 2019. The City's Electric System is comprised
of generation, transmission, and distribution facilities and includes approximately 4,750 poles, 8 electric
substations and a peak load of approximately 185 megawatts ("MWs"), which was achieved in 2017.
The City's electricity supply is provided from the following sources: (i) the Malburg Generating
Station (the "MGS'), a combined cycle natural gas fired generating plant operating within the City
(approximately 51% in Fiscal Year 2019); (ii) Palo Verde Nuclear Generating Station ('PVNGS')
(approximately 8% in Fiscal Year 2019); (iii) short-term contracts for a arm of less than one year
(approximately 23% in Fiscal Year 2019); (iv) power purchase agreements relating to three renewable energy
projects (approximately 15% in Fiscal Year 2019); and (v) other sources (approximately 3% in Fiscal Year
2019). See the captions "THE ELECTRIC SYSTEM —Power Supply Resources" and "THE ELECTRIC
SYSTEM —Renewable Energy Resources."
In order to comply with certain State mandates relating to renewable energy, the City expects that its
supply of electricity from renewable resources will increase in the furore. See the captions "—Integmted
Resource Plan, "'THE ELECTRIC SYSTEM —Renewable Energy Resources" and "FACTORS AFFECTING
THE ELECTRIC UTILFFY INDUSTRY"
Land Use and Service Area
The Electric System provides service to an area consisting of the 5.2 square mile geographic area of
the City. The service area is largely built out and primarily encompasses industrial and commercial
businesses, with small areas of residential use. In Fiscal Yew 2019, industrial customers purchased
approximately j_j% of the electricity supplied by the City. Because the Electric System's customer base is
primarily industrial and commercial, electricity demand is not dependent on population growth but is closely
tied to regional, national and international economic trends.
18
Governance and Management
General. The City is governed by a five -member City Council, the members of which we elected at
large for staggered four year terms. Council members select a Mayor and Mayor Pro Tem from among the
City Council. The current Mayor and City Council members and the expiration dates of their terms are set
forth below.
CITY OF VERNON
Mayor and City Council Members
Name and 7-irk
Expi udon of Term
Melissa Ybana, Mayor
April 2022
Leticia Lopez, Mayor Pro Tem
April 2021
William "Bill" Davis, Council Member
April 2023
Carol Menke, Council Member
April 2024
Diana Gonzales, Council Member
April 2020
The City Administrator, who is appointed by the City Council, serves as the City's chief executive
officer and is responsible for overseeing the daily operations of City departments, The City Administrator
serves as an advisor to the City Council on policy masers, supports the informational and policymaking needs
of the City Council, implements City Council decisions and prepares, manages and implements the City's
amual budgets and Capital Improvement Program.
Carlos R. Function, Jr. has served as the City Administrator since 2016. Mr. Fandino previously
worked for the City's Gas and Electric Department (now known as Vernon Public Utilities), serving in a
variety of capacities, including as General Manager. Mr. Fandino previously served in the United States
Marine Corps and is a Desert StomVDcwrt Shield combat veteran. He obtained a Bachelor's degree in
Business & Management from the University of Woodbury in Burbank, graduating Magna Cum Laude.
Other key personnel responsible for management of the Electric System include the Director of
Financell'reasurer and the General Manager of Public Utilities.
Scott Williams is the Director of Finance/Treasurer of the City. W. Williams has been with the City
since 2019 and has over 20 years of financial management experience. Prior to coming to the City, Mr.
Williams served as the Finance Director and Administrative Services Officer for the City of Signal Hill,
California, and in various financial management positions in both the public and private sector. Mr. Williams
obtained a Bachelor's degree in Business Administration from The Master's University, an MBA from
California State University, Monterey Bay, and a Doctorate in Public Administration from California Baptist
University in Riverside, California. Mr. Williams is a member of the California Society of Municipal Finance
Officers, the California Municipal Treasurers Association, the Association of Certified Fraud Examiners and
the Institute of Management Accountants.
Abraham Alemu is the General Manager of Public Utilities of the City. Mr. Alemu has been with the
City since 1992. Mr. Alemu obtained a Bachelor's degree in Electrical Engineering from California State
University, Los Angeles, and a Masters in Business Administration from Woodbury University. Mr. Alemu is
a Registered Professional Engineer in California and a member of the hmstitute of Electrical and Electronics
Engineers.
Management Policies. The City has adopted several policies which are designed to ensure the
prudent and effective management of City operations, including an investment policy and a debt management
policy. Further information about each such policy is set forth below.
19
Investment Policy. The City invests its funds in accordance with the City's investment policy
(the 'Investment Policy"), which was most recently amended on July 2, 2019. The Investment Policy sets
forth the policies and procedures that are applicable to the investment of City fords and designates eligible
investments. The Investment Policy also sets forth stated objectives, including the assurance of the safety of
invested funds by limiting credit and market risks, the maintenance of sufficient liquidity, compliance with law
and the attainment of the best yield or returns on investments. Funds are invested in the following order of
priority:
• Safety of Principal;
• Liquidity; and
• Yield.
The City Council has delegated the authority to invest fiords of the City to the City Treasurer, who
must invest City fiords in accordance with the prudent person standard under California Civil Code § 2261 et
seq.
The Investment Policy provides a number of permitted investment categories, including: (i) United
States Treasury securities and other federal government securities with a maximum maturity of 5 years; (ii)
asset -backed securities with a maximum maturity of 5 years; (iii) certificates of deposit with a maximum
maturity of 5 years (limited to 300/6 of the portfolio); (iv) bankers' acceptances with a maximum maturity of
180 days (limited 40% of the portfolio); (v) repurehase agreement with a maximum maturity of one year; (vi)
money market mutual fiords (limited to 20% of the portfolio); and (vii) the Local Agency Investment Fund of
the State (limited to $50 million).
As of June 30, 2019, the City had total moneys invested in the amount of $99,924,928 in permitted
investments under the Investment Policy. The City has not specifically allocated any portion of such amounts
to the Light and Power Fund.
[EDIT AS NEEDED] [The City Treasurer is required to provide a quarterly report to the City
Administrator and the City Council detailing the City's investments, dates of maturity, amounts invested,
current market value, rate of interest and other such information as may be required by the City Council.] For
additional information relating to the Investment Policy, see Note [2] to the City's audited financial statements
set forth in Appendix A.
Debt Management Policy. The City's debt management policy addresses the matters that are
required by California Government Code § 8855(i), including: (i) the purposes for which debt proceeds may be
used; (ii) the types of debt that may be issued; (iii) the relationship of the debt to, and integration with, the
City's capital improvement program or budget; (iv) policy goals related to the City's planning goals and
objectives; and (v) the internal control procedures which ensure that the proceeds of each debt issuance are
directed to their intended use.
Business and Industry Commission. In July 2014, the City established the Vernon Business and
Industry Commission to advise, assist and make recommendations to the City regarding ways to make the City
more attmctive to employees, businesses and investors while appropriately considering the needs and concerns
of the residential communities within and in close proximity to the City. The Business and Industry
Commission represents the consolidation of two previously existing Ad Hoc Advisory Committees created and
appointed by the City Council, one on Electric Rates and the other on Business Development. The
Commission is comprised of seven members from the following categories who are appointed by the City
Council: three City business representatives, two City real estate representatives, one employee of a business
located in the City or who is a member of a labor union that represents workers at a business located in the
City and one current City Council Member, The Business and Industry Commission meets quarterly to
provide input and make recommendations to the City on a number of matters relating to or impacting business
20
and industrial development with the City, including electric rate adjustments. The input and recommendations
provided by the Business and Industry Commission are not binding on the City.
Prior Attempt to Disincorporate City; City Reform
In December 2010, Assembly Bill 46 ("AB 46"), an act to disincorporate the City and make it part of
the unincorporated territory of the County, was introduced into the State Assembly. AB 46 stated that it was
motivated by, among other things, a desire to eliminate alleged comtpt practices by City officials, including
misuse of public funds and excessive salaries and concem with the close relationship between the City
management and its relatively small number of residents. A companion bill, Assembly Bill 781 ("AB 781"),
was also introduced which, among other things, would have transferred the Electric System to a special district
governed by the Board of Supervisors of the County. The enactment of AB 781 was dependent upon the
enactment of AB 46. The City took the position that AB 46 violated the provisions of the State Constitution
providing that a vote of the City electorate was necessary to repeal a city charter.
Both bills were opposed by many of the residents and businesses within the City as well as labor
unions representing workers within the City. Although both bills were passed by the State Assembly, the bills
were not approved by the State Senate and neither bill became law. In connection with the State Senate's
consideration of AB 46 and AB 781, the City Council agreed to a reform program proposed by the State
Senator for the senatorial district in which the City is located (the "De Leon Plan'). A key recommendation
of the De Leon Plan was implemented in December 2011 when former State Attorney General and County
District Attorney John Van de Kamp was retained by the City to serve as the City's Independent Reform
Monitor for a four-year terry commencing February 15, 2012. As part of this engagement, the Independent
Reform Monitor evaluated and assessed the City's reform progress on a periodic basis and issued
recommendations in semi-annual reports to the City.
Since 2011, the City has implemented a variety of good governance reform measures. In November
2011, the City Council placed before the electorate a series of amendments to the City's charter to implement
significant elements of the reform program. The amendments were overwhelmingly passed by the voters and
are now in effect. In October 2013, the City Council adopted a personnel merit system to replace the City's
former at -will employment system The City's personnel policy and procedures manual provides for City staff
salaries to be set based on comparable labor market data as part of a periodic Citywide classification and
compensation study, and the City believes that City salaries have been adjusted to a level that more closely
reflects salaries for comparable positions in other cities in the State. Additionally, the selection process for
hiring the City's senior administration officials was revised and now utilizes professional search firms and
interview panels.
In September 2011, a week after the State Senate vote on AB 46, the Joint Legislative Audit
Committee of the State Legislature requested that the Bureau of State Audits undertake an audit of the City and
its Gas and Electric Department. The City fully cooperated with the Bureau of State Audits and, in September
2014, the Bureau of State Audits concluded that although a few of the recommendations were still in progress,
no further follow-up responses from the City were required at that time.
In early 2016, the four-year term of the Independent Reform Monitor ended and was not renewed.
Although the City is not aware of any further attempt to disincorporate the City or any audits or
investigations, the City can provide no assurances that there will not be a future attempt to disincorporate the
City or calls for additional reform of City governance. Should any future disincorporation attempts be
successful, or should any f rtre audits or investigations result in the identification or allegation of any
impropriety, or should the City be required to implement additional reforms of its practices and procedures, the
City cannot predict what effects, if any, such events would have on the City, its Electric System or the 2020
Bonds.
21
Employees
As of June 30, 2019, the City had approximately 256 full-time equivalent employees, of whom
approximately " worked solely on behalf of the Electric System. Certain employees of Vernon Public
Utilities are represented by the International Brotherhood of Electrical Workers Local 47 (the "JBEW) and
the Teamsters Local 911 (the "Teamsters"). Relations between the City and the MEW are governed by a
memorandum of understanding which expires on June 30, 2022 and relations between the City and the
Teamsters are governed by a memorandum of understanding which expires on June 30, 2022. Certain
management, supervisory and professional employees are unrepresented. The City has never experienced a
strike, slowdown or work stoppage.
Employee Benefits
Pension Obligations. Accounting and financial reporting by state and local government employers
for defined benefit pension plans is governed by Governmental Accounting Standards Board ("GASB")
Statement No. 68 ("GASB 68"). GASB 68 governs the accounting treatment of defined benefit pension plans,
including how expenses and liabilities are calculated and reported by state and local government employers in
their financial statements. GASB 68 includes the following components: (i) unfunded pension liabilities are
included on the employer's balance sheet; (ii) pension expense incorporates rapid recognition of actuarial
experience and investment returns and is not based on the employer's actual contribution amounts; (iu) low"
actuarial discount rates are required to be used for underfunded plans in certain cases for purposes of the
financial statements; (iv) closed amortization periods for unfunded liabilities are required to be used for certain
purposes of the financial statements; and (v) the difference between expected and actual investment returns
will be recognized over a closed five-year smoothing period. GASB 68 affects the City's accounting and
reporting requirements, but it does not change the City's pension plan funding obligations.
The City participates in a Miscellaneous plan to fund pension benefits for employees who operate the
Electric System. The City's Miscellaneous plan is administered by the California Public Employees
Retirement System ("CaIPERS'). CeIPERS administers an agent multiple -employer public employee defined
benefit pension plan for all of the City's full-time and certain part-time employees. CalPERS provides
retirement, disability and death benefits to plan members and beneficiaries and acts as a common investment
and administrative agent for participating public entities within the State, including the City. CalPERS plan
benefit provisions and all other requirements are established by State statute and the City Council.
City employees are subject to different benefit levels based on their hire date. Current benefit
provisions for City employees are set forth below.
22
CITY OF VERNON
Ca1PERS Miscellaneous
Pension Plan— Summary of Benefit Provisions
Employees Hired On or
Employees Hired Before
After January 1, 2013 (Not
January I, 2013
Prior CaIPERS Members)
Benefit Formula
2.7% @ age 55
2.0% @ age 62
Benefit Vesting
5 years of service
5 years of service
Benefit Payments
Monthly for life
Monthly for life
Minimum Retirement Age
50
52
Monthly Benefits as%of
2.0%-2.7%
1.0%-2.5%
Eligible Compensation
Employee Normal Cost
8.0a/al'I
5.750/.I2t
Employer Normal Cost Rate
9.433 %
9.433%
r" [Employees who were hired before January 1, 2013 are required to make the full employee contribution.] [The City makes
%ofthe required employee contribution for employees who were hired before January 1, 2013].
"' Employees who were hired on or after January I, 2013 who were not previously CaIPERS members are required in make
the full employee contribution.
Source: City.
City employees who were hired on and after January 1, 2013 and who were not previously CaIPERS
members receive benefits based on a 2.0% at age 62 formula; such employees are required to make the full
amount of required employee contributions themselves under the California Public Employees' Pension
Reform Act of 2013 ("AB 340"), which was signed by the State Governor on September 12, 2012. AB 340
established a new pension tier: the 2.0% at age 62 formula, with a maximum benefit formula of 2.5% at age
67. Benefits for such participants are calculated on the highest average annual compensation over a
consecutive 36-month period. Employees are required to pay at least 501/6 of the total normal war rate. AB
340 aim capped pensionable income for 2019 as noted below. Amounts are set annually, subject to Consumer
Price Index increases, and retroactive benefits increases are prohibited, as are contribution holidays and
purchases of additional non -qualified service credit.
CITY OF VERNON
Pensionable Income Caps for Calendar Year 2019 (AB 340 and Non -AB 340 Employees)
Employees Hired Before
Employees Hired After
January 1, 2013
January 1, 2013
(Non -AB 340 Employees)
(AB 340 Employees)
Maximum Pensionable Income $280,000
$149,016
Maximum Pensionable Income if
also Participating in Social Security N/A
$124,180
Source: City
Additional employee contributions, limits on pensionable compensation and higher retirement ages for
new members as a result of the passage of AB 340 are expected to reduce the City's unfunded pension lability
and potentially reduce City contribution levels in the long term.
The City is also required to contribute the actuarially determined remaining amounts necessary to fund
benefits for its members. Employer contribution rotes for all public employers are determined on an annual
basis by the CaIPERS actuary and arc effective on the July 1 following notice of a change in the rate. Total
plan contributions are determined through the CalPERS annual actuarial valuation process. The total
minimum required employer contribution is the sum of the plan's employer normal cost rate (expressed as a
23
percentage of payroll) plus the employer unfunded accrued liability contribution amount (billed monthly). The
normal cost rate is the annual cost of service accrual for the upcoming Fiscal Year of active employees.
Required employer normal cost rates for Fiscal Year 2019 were 9.433% fun all benefit levels, and the
required employer payment of the unfunded accrued liability was $2,397,908. Required employer normal cost
rates for Fiscal Year 2020 we 10.862% for all benefit levels, and the required employer payment of the
unfunded accrued liability is $2,852,713.
The Miscellaneous plan contributions for Fiscal Years 2018 and 2019 were $8,713,902 and
$8,896,669, respectively. The City currently expects its annual required contribution for the Miscellaneous
plan in Fiscal Year 2020 to be approximately $7,566,993. The share of such contributions which is
attributable to the Electric System is determined based on the proportion of Light and Power Fund payroll
expenditures to payroll expenditures for all City employees who participate in the Miscellaneous plan. Such
share was [_)% in Fiscal Year 2019, and is expected to be approximately [_]% in Fiscal Year 2020.
The City's required contributions to CaIPERS fluctuate each year and, as noted, include a normal cost
component and a component equal to an amortized amount of the unfunded liability. Many assumptions are
used to estimate the ultimate liability of pensions and the contributions that will be required to meet those
obligations. The CalPERS Board of Administration has adjusted and may in the future further adjust certain
assumptions used in the CalPERS actuarial valuations, which adjustments may increase the City's required
contributions to CalPERS in future years. Accordingly, the City cannot provide any assurances that the City's
required contributions to CalPERS in future years will not significantly increase (or otherwise vary) from any
past or current projected levels of contributions. CalPERS earnings reports for Fiscal Years 2010 through
2019 report investment gains of approximately 13.3%, 21.7%, 0.1%, 13.2%, 18.4%, 2.4%, 0.6%, 112%, 8.6%
and 6.7%, respectively. Future earnings performance may increase or decrease future contribution rates for
plan participants, including the City.
On December 21, 2016, the CaIPERS Board of Administration voted to lower its discount rate from
the current rate of 7.50% to 7.00%. Effective with its June 2017 Comprehensive Annual Financial Report,
CaIPERS reduced its discount rate to 7.15% and its investment rate of return to 7.15%. The discount rate for
Fiscal Year 2020 is 7.00%.
For public agencies such as the City, the new discount rate took effect July 1, 2017. Dowering the
discount rate means that employers that contract with CalPERS to administer their pension plans will see
increases in their normal costs and unfunded actuarial liabilities. Active members hired after January I, 20t3
will also see their contribution rates rise under AB 340. The reduction of the discount rate will result in
average employer rate increases of approximately I% to 3% of normal cost as a percentage of payroll for most
Miscellaneous retirement plans such as the City's plan. Additionally, many employers will see a 30% to 40%
increase in their current unfunded accrued liability payments (relative to the unfunded accrued liability
payments projected in the June 30, 2015 valuation report) for miscellaneous pension plans. These payments
are made to amortize unfunded liabilities over 20 years to bring pension funds to a fully funded status over the
long-term.
Portions of the above information are primarily derivedfrom om information that has been produced by
CaIPERS its independent accountants and its actuaries. The City has not independently verified such
information and neither makes any representations nor expresses any opinion as to the accuracy of the
information that has been provided by CaIPERS.
The comprehensive annual financial reports of CaIPERS are available on CnIPERS' Internet website
at www.calpers.ca.gov. The CaIPERS website also contains CaIPERS'mart recent actuarial valuation reports
and other information that concerns benefits and other matters. The textual reference to such Internet website
is provided for convenience only. None of the information on such Internet website is incorporated by
reference herein. The City cannot guarantee the accuracy of such information. Actuarial assessments are
24
'forward -looking" statements that reflect the judgment of the fiduciaries of the pension plans, and are based
upon a variety of assumptions, one or more of which may not materialize or be changed in the future.
The City's Miscellaneous plan had a total net pension liability of approximately $34,060,942 for the
Fiscal Year ended June 30, 2018 and approximately $36,594,112 for the Fiscal Year ended June 30, 2019. The
net pension liability is the difference between the total pension liability and the fair market value of pension
assets. The City's total pension assets include foods that are held by CAPERS, and its net pension asset or
liability is based on such amounts.
[CONFIRM] [For Fiscal Years 2018 and 2019, the City incurred Miscellaneous plan pension expenses
of $3,173,495 and $8,476,844, respectively.]
A summary of principal assumptions and methods used to determine the total pension liability for
Fiscal Year 2019 is shown below.
CITY OF VERNON
Actuarial Assumptions for C21PERS Miscellaneous Pension Plan
Actuarial Cost Method
Entry Age Normal in accordance with the requirements of GASB 68
Asset Valuation Method
Market Value of Assets
Acmarial Assumptions:
Discount Rate
7.15%
Inflation
2.75%
Salary Increases
Varies by entry age and service
Investment Rate of Return
7,50% net of pension plan investment and administrative expenses; includes
projected inflation rate of 2.75 %
Mortality Rate Table(')
Derived using CaIPERS' membership data for all funds
nt The mortality table used was developed based on Ca1PERS-specific data. The table includes 20 years of mortality
imp ovemenb using Society of Actuaries Scale BB.
Source: City.
Changes in the net pension liability for the City's Miscellaneous plan in the most recent Fiscal Year
for which information is available were as follows:
CITY OF VERNON
Changes in CAPERS Miscellaneous Pension Plan Net Pension Liability
Increase/(Decrease)
Total Plan Fiduciary Nei Pension
Pension Liability Net Position Liability/(Asset)
Balance at June 30, 2017 $ 153,756,378 $ 119,695,436 $ 34,060,942
Balance at June 30, 2018 163,980,758 127,386,646 36,594.112
Net Changes for period from July 1, 2017 $ 10,224,380 $ 7,691,210 S 2,533,170
through June 30, 2018
Source: City.
The table below presents the net pension liability of the City's Miscellaneous plan, calculated using
the discount rate applicable to Fiscal Year 2019 (7.151/6), as well as what the net pension liability would be if it
were calculated using a discount rate that is 1 percentage point lower (6.15%) or 1 percentage point higher
(8.15%) than the Fiscal Year 2019 rate:
25
CITY OF VERNON
Sensitivity of the CaIPERS Miscellaneous Pension Plan Net Pension Liability to
Changes in the Discount Rate
Discount Rate -1% Applicable Discount Dscount Rate+1%
(6.15%) Rate (7.15%) (8.15%)
Plan's Net Pension Liability/(Asset) S60,377,852 $36,594,112 $17,177,143
Source: City.
The City's projections of Operation and Maintenance Expensese under the caption "ELECTRIC
SYSTEM FINANCIAL INFORMATION —Projected Operating Results and Debt Service Coverage" do not
assume unusual increases in Ca1PERS contributions or other labor costs in the future. However, no assurance
can be provided that such expenses will not increase significantly in the future. The City does not expect that
any increased funding of pension benefits will have a material adverse effect on the ability of the City to pay
the 2020 Bonds.
For additional information relating to the City's CalPERS Miscellaneous pension plan, see Note [8] to
the City's audited financial statements set forth in Appendix A.
Post-Employarent Renefus. In addition to the pension benefits that are described under the caption
`—Pension Obligations;' the City provides certain health care benefits for retired employees and eligible
dependents. Substantially all of the City's full-time employees who are eligible for pension benefits may
become eligible for such other post -employment benefits. As of June 30, 2019, 256 employees meet these
eligibility requirements and 116 retirees or their beneficiaries participate in the plan, with another 3 eligible to
participate but not yet doing so. [Annual required contributions] of approximately $2,951,698 and $1,073,477,
respectively, were recognized for post -employment health care benefits in Fiscal Years 2018 and 2019.
GASB Statement No. 75 ("GASB 75") requires governmental agencies to account for and report
outstanding obligations and commitments related to post -employment benefits in essentially the same manner
as for pensions. For the City, the reporting obligation began in Fiscal Year 2018.
The City retained Van Iwaarden Associates (the "Actuarial Consultant') to calculate the City's post -
employment benefits funding status. In a report dated November 15, 2019 (the "Report"), the Actuarial
Consultant concluded that, as of June 30, 2019, the City's net liability for post -employment benefits was
$23,100,129. The Actuarial Consultant also concluded that the City's actuarially determined contribution for
Fiscal Year 2020 (the actuarial value of benefits earned during Fiscal Year 2020 plus costs to amortize the
unfunded actuarial accrued liability, or "ADC") is $1,931,700. The share of such contribution which is
attributable to the Electric System is expected to be approximately U% in Fiscal Year 2020.
Changes in the net liability for the City's post -employment benefit plan were as follows.
26
CITY OF VERNON
Changes in Post -Employment Benefit Plan Liability
Total Net Post -Employment
Post -Employment Plan Fiduciary Benefit Plan
Benefit Plan Liability Net Position Liability/(Asset)
Balance at June 30, 2018 $37,355,851 $1,057,267 $36,298,584
Balance at June 30, 2019 25X9.784 2,179,655 23,100.129
Net Changes for period ($12,076,067) $1,122,388 ($13,198,455)
from July 1, 2018 through
June 30, 2019
source: City.
The following table presents the net liability of the City's post -employment benefits plan, calculated
using the discount rate applicable to Fiscal Year 2019 (6.500/6), as well as what the net post -employment
benefit liability would be if it were calculated using a discount rate that is I percentage point lower (5.50%) or
1 percentage point higher (7.50%) than the Fiscal Year 2019 rate:
CITY OF VERNON
Sensitivity of the Post -Employment Benefit Plan Net Liability to Changes in the Discount Rate
Discount Rate -1% Applicable Discount Discount Rate +1%
(5.50%) Rate (6.50%) (7.50%)
Plan's Net Liability/(Asset) $26,234,945 $23,100,129 $20,472,569
Source: City.
The City's projections of Operation and Maintenance Expenses under the caption "ELECTRIC
SYSTEM FINANCIAL INFORMATION —Projected Operating Results and Debt Service Coverage" do not
assume unusual increases in post -employment benefit funding expenses in the future. However, future
changes in funding policies and assumptions, including those related to assumed rates of investment term and
healthcare cost inflation, could trigger increases in the City's annual required contributions, and such increases
could be material to the finances of the City. No assurance can be provided that such expenses will not
increase significantly in the future. The City does not expect that any increased funding of post -employment
benefits will have a material adverse effect on the ability of the City to pay the 2020 Bonds.
For additional information relating to the post -employment benefit plan, see Note [91 to the City's
audited financial statements for Fiscal Year 2018 set forth in Appendix A.
Budget Process
The City prepares and adopts a budget on a modified accrual basis for each Fiscal Year which
includes proposed expenditures and the means of financing such expenditures. Under the City's budget
procedure, the City Administrator submits a proposed budget to the City Council for the Fiscal Year
commencing the following July 1. Prior to June 30 of each year, a public hearing is held and public notice is
disseminated to obtain public comments and the budget is legally enacted by the City Council through the
passage of a resolution.
As discussed under the caption "— General," the City reached an agreement in mid-2019 to transition
fire services, which are currently provided by the City's Fire Department, to the County of Los Angeles Fire
27
Department. As a result of the negotiations with the County of Los Angeles Fire Department and the
significant adjustments to the City's budget arising from the outsourcing of fire services and the planned
phaseout of the City's Fire Department, the City Council adopted the Fiscal Year 2020 budget on August 20,
2019, after the commencement of Fiscal Year 2020.
City Insurance
The City maintains liability insurance coverage for amounts up to $20,000,000, with a $2,000,000
self -insured retention.
The City is self -insured for workers' compensation liabilities for amounts up to $1,000,000 per
occurrence and maintains excess coverage of $50,000,000.
The City maintains property insurance coverage for amounts up to $100,000,000, with a deductible of
$25,000. [CONFIRM] [Certain Electric System components, including poles and transmission lines are not
covered by property insurance] The City does not carry earthquake coverage. See the captions "TILE
ELECTRIC SYSTEM —Seismic Activity" and "CERTAIN RISKS TO BONDHOLDERS —Natural
Disasters"
The City maintains directors and officers and employee dishonesty insurance coverage for amounts up
to $2,000,000, with a $150,000 deductible.
The City maintains pollution insurance coverage for amounts up to $5,000,000, with a $5,000,000
aggregate and a $50,000 self -insured retention.
The City has not settled any claims that exceeded its insurance coverages in the past three years
The City can provide no assurance that it will maintain the above insurance coverage amounts while
the 2020 Bonds are outstanding. See Appendix B under the caption "PARTICULAR COVENANTS —
Insurance" for a description of insurance coverages that are required to be maintained while the 2020 Bonds
are Outstanding.
Parity Obligations
2008A Bonds. In 2008, the City issued the 2008A Bonds to finance certain Electric System capital
projects. The 2008A Bonds were outstanding in the aggregate principal amount of $39,705,000 as of
December 31, 2019 and are payable in semiannual installments at an interest rate of 8.590%. The 2008A
Bonds mature on July 1, 2038. The obligation of the City to pay the 2008A Bonds is payable from Revenues
on a parity with the 2020 Bonds.
2009A Bonds. In 2009, the City issued the 2009A Bonds to refinance certain Electric System capital
projects and to redeem the Authority Bonds (as described under the caption "ELECTRIC SYSTEM
OBLIGATIONS —Gas Supply Agreements"). The 2009A Bonds were outstanding in the aggregate principal
amount of $57,995,000 as of December 31, 2019 and are payable in semiannual installments at an interest rate
of 5.125%. The 2009A Bonds mature on August 1, 2021. The obligation of the City to pay the 2009A Bonds
is payable from Revenues on a parity with the 2020 Bonds. See the caption "PLAN OF FINANCE —
Refunding Plan-2009A Bonds" for a discussion of the refunding of a portion of the outstanding 2009A
Bonds on or about the date of issuance of the 2020 Bonds.
20I2A Bands. In 2012, the City issued the 2012A Bonds to finance certain Electric System capital
projects. The 2012A Bonds were outstanding in the aggregate principal amount of $37,640,000 as of
December 31, 2019 and are payable in semiannual installments at interest rates of between 5.000% and
28
5.5W%. The 2012A Bonds mature on August 1, 2041. The obligation of the City to pay the 2012A Bonds is
payable from Revenues on a parity with the 2020 Bonds.
2072E Bonds. In 2012, the City issued the 2012E Bonds to finance and refinance certain Electric
System capital projects. The 2012B Bonds were outstanding in the aggregate principal amount of $35,100,000
as of December 31, 2019 and are payable in semiannual installments at interest rates of between 6.250% and
6.500°fi. The 2012B Bonds mature on August 1, 2026. The obligation of the City to pay the 2012B Bonds is
payable from Revenues on a parity with the 2020 Bonds. Seethe caption "PLAN OF FINANCERefunding
Plan-2012B Bonds" for a discussion of the refunding of a portion of the outstanding 2012B Bonds on or
about the date of issuance of the 2020 Bonds.
20I5A Bonds. In 2015, the City issued the 2015A Bonds to finance and refinance certain Electric
System capital projects. The 2015A Bonds were outstanding in the aggregate principal amount of
$111,720,000 as of December 31, 2019 and are payable in semiannual installments at interest rates of between
4.050% and 4.850%. The 2015A Bonds mature on August 1, 2026. The obligation of the City to pay the
2015A Bonds is payable from Revenues on a parity with the 2020 Bonds. See the caption `PLAN OF
FINANCE —Refunding Plm-2015A Bonds" for a discussion of the refunding of a portion of the outstanding
2015A Bonds on or about the date of issuance of the 2020 Bonds.
Integrated Resource Plan
In order to provide a long-term strategy to meet the electric service needs of its customers and comply
with State and federal energy policies, including the policies which are discussed under the caption
"FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY," the City developed an Integrated
Resource Plan (the "IRP") dated November 20, 2018. The IRP is a road map which charts a resource
acquisition strategy favoring the procurement of more renewable energy resources and fewer carbon -emitting
resources. Resource investment decisions were evaluated using an integrated approach to ensure reliability
and environmental stewardship, and to ensure that mandated renewable resource requirements are achieved at
the lowest possible cost.
Currently, renewable energy sources comprise approximately L]% of the City's energy supply. The
IRP establishes a goal of increasing the Electric System's renewable energy supply mix to 56 % (equivalent to
a 62% renewable portfolio standard) by 2030 and decreasing the Electric System's reliance on natural gas to
35% by 2030. In order to meet these goals, the City will need to increase its acquisition of renewable energy
supplies from solar sources beginning in 2021, followed by wind and geothermal sources. In order to make
use of such supplies, the IRP contemplates that the City will increase its energy storage capability by
approximately 1 MW per year in each of calendar years 2023 through 2027. The City expects that energy
storage technology will improve over time, reducing energy storage costs.
The IRP does not assume that electricity supplied by the natural gas -fired MGS (which is discussed in
detail under the captions "ELECTRIC SYSTEM OBLIGATIONS—Malburg Generating Station" and "TILE
ELECTRIC SYSTEMPowerSupply Resources—Malburg Generating Station") will be part of the City's
energy portfolio after the expiration of the City's current contract with the operator of the MGS in 2028.
However, the IRP contemplates that the City will need an amount of base load generation within the Electric
System service area after 2028 which is equivalent to that which is currently provided by the MGS. Options
include renewing the MGS contract, acquiring the MGS, acquiring a portion of the output of another natural
gas plant or increasing energy storage capability.
The IRP has been approved by the City Council and filed with the California Energy Commission.
[CONFIRM] [The projected operating results shown in this Official Statement reflect in part the goals that are
set forth in the IRP. However, there can be no assurance that such goals will be achieved as described in the
IRP or that the goals which are set forth in the current IRP will not be changed in the future.] The City is
frkq
required to update the IRP every five years. See the caption "THE ELECTRIC SYSTEM —Developments
Affecting the Power Supply —Senate Bill 350 — Clean Energy and Pollution Reduction Act of 2015."
ELECTRIC SYSTEM OBLIGATIONS
In addition to the Outstanding Bonds, the City has entered into a number of transactions which
constitute Operation and Maintenance Expenses and are payable from Revenues prior to payment of the 2020
Bonds, including short-term power purchase agreements, or which are payable from Net Revenues of the
Electric System. The material transactions are described below.
Malburg Generating Station
As described under the caption "THE ELECTRIC SYSTEM —Power Supply Rew mes—Malburg
Generating Station," the City has entered into a Power Purchase Tolling Agreement, dated as of April 10, 2008
(the "PPTA"), with Bicent (California) Power LLC, a Delaware limited liability company ("BCP") pursuant
to which the City has purchased the output of the MGS, a combined cycle generating plant located within the
City. Payments under the PPTA constitute Operation and Maintenance Expenses of the Electric System and
are payable prior to payment of the 2020 Bonds.
See the caption "LITIGATION—Bicent Litigation" for a discussion of litigation between the City and
Power Sales Contract with SCPPA for PVNGS
As described under the caption "THE ELECTRIC SYSTEM —Power Supply Resources—SCPPA
Palo Verde Nuclear Generating Station Interest," the City has a 4.90% (11.9 MR) entitlement interest in
Southern California Public Power Authority's ("SCPPA") ownership interest in 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
"takear-pay" basis, pursuant to which 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 m 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 PVNGS (including such other participants' share of debt service on SCPPA
obligations). As of June 30, 2019, SCPPA had $r_I principal amount of bonds outstanding for PVNGS, of
which the City's share was $L). The City's share of PVNGS costs under the PVNGS Contract for Fiscal
Year June 30, 2019 was$(_).
Gas Supply Agreements
Pursuant to a Natural Gas Purchase Agreement, dated as of June 1, 2006 (the "Supply Agreement"),
by and between the City and the Vernon Natural Gas Financing Authority (the "Authority"), the City acquired
a supply of prepaid natural gas (tire "Gas Supply"). The On Supply remaining to be delivered consists of
" million British thermal units ("MAHINC) of gas in Fiscal Year 2020 (of which a portion has been
delivered to date) and 5,348,549 MMBtus in Fiscal Year 2021.
The Gas Supply is to be delivered by Citigroup Energy Inc. (the 'Suppler') pursuant to an
Agreement for Purchase and Sale of Natural Gas, dated as of June 27, 2006, by and between the Authority and
the Supplier (the "Purchase Agreement"). The Authority prepaid for the Gas Supply from the proceeds of
30
bonds of the Authority (the "Authority Bonds'), which Authority Bonds were redeemed in 2009 from
proceeds of the 2009A Bonds and other available fonds. See the caption "THE CITY —Parity Obligations-
2009A Bonds"
Upon the redemption of the Authority Bonds, the Supply Agreement, including the City's obligation
to make certain payments pursuant thereto, was terminated. The Purchase Agreement and the receipt of the
Gas Supply thereunder were assigned by the Authority to the City, and the Supplier and the City are now in
privity of contract relating to the delivery of the Gas Supply under the Purchase Agreement.
The City originally acquired the Gas Supply to provide fuel for the MGS. As described under the
caption "THE ELECTRIC SYSTEM —City Plan to Optimize Resource Utilization," the City has sold the
MGS and entered into the PPTA to receive the output of the MGS. As a result of such sale, the City entered
into a contract (the "Sale Contract') for the sale to the Sacramento Municipal Utility District ("SMUD") of an
amount of gas equal to the gas remaining to be delivered under the Purchase Agreement less gas to be
delivered to City retail gas customers. The Sale Contract obligates the City to deliver gas in the amounts and
at the times specified in the Sale Contract. Such obligation of the City to deliver gas to SMUD is an
independent obligation which is not dependent on the delivery of gas to the City under the Purchase
Agreement. The Sale Contract fixes the price of gas sold to SMUD at an index price minus 25 cents per
MM13M which the City estimates to result in a difference of approximately $[1.2 million] per Fiscal Year
from the index price. The Sale Contract with SMUD provides for payment in each month for the amount of
gas delivered by the City under the Sale Contract in the previous month. SMUD's obligation to pay for the gas
under the Sale Contract constitutes an operation and maintenance cost of SMUD's electric system.
Events of termination under the Purchase Agreement include the failure of the Supplier to deliver gas
over a specified period and the failure of the Supplier to make a payment obligated under the Purchase
Agreement which failure is not cured by Citigroup, Inc. (the "Guarantor'), as guarantor of the Supplier's
payment obligations under the Purchase Agreement. In the event of a termination of the Purchase Agreement,
the Supplier (and the Guarantor) are required to make a termination payment to the City.
In the event that such tern ination payments are due but not paid, the City is entitled to draw upon an
irrevocable standby letter of credit which the Supplier has made available. In addition, the Supplier is
obligated to post collateral under the Purchase Agreement depending upon the Supplier's credit rating;
currently, collateral has been posted in the amount of approximately $25,000,000.
In the event that the Supplier fails to perform its obligations under the Purchase Agreement, it would
be necessary for the City to purchase replacement gas with Electric System funds in order to fulfill its
obligations under the Sale Contract with SMUD, in addition to making ongoing payments of debt service on
the 2009A Bonds. Satisfying such requirement may cause the City to draw upon the irrevocable standby letter
of credit or access collateral posted by the Supplier (each as described in the preceding paragraph), or raise
electric rates to levels higher than the rates which are projected herein. See the caption "ELECTRIC SYSTEM
FINANCIAL INFORMATION —Projected Operating Results and Debt Service Coverage."
Hoover Uprating Project
As described under the caption `THE ELECTRIC SYSTEM —Power Supply Resources —Hoover
Uprating Project —General," the City has entered into a Contract for Electric Service (the "CES") with the
United States Department of Energy Western Area Power Administration ("Western") in connection with
power from the hydroelectric power plant of the Hoover Dam While the City has advanced its share of the
construction funds required by the CES, the City remains liable for its share of the operation and maintenance
expenses of the Hoover Plant.
The City had previously entered into the Hoover Contract for Differences (the "Hoover Contract for
Differences") with Bicent (California) Hoover LLC ("BCH"). The Hoover Contract for Differences provided
31
for the City to swap the economic benefits and burdens under the CES with Western for fixed energy and
capacity payments. For each month during the term of the Hoover Contract for Differences, a monthly
payment was calculated by netting the City's payments for capacity and energy under the CES against
specified feed (subject to escalation) energy and capacity prices. To such netted amount certain credits under
the CES were added and certain payments under the CES were subtracted. The Hoover Contract for
Differences terminated in 2017.
Any payments due under the CES constitute Operation and Maintenance Expenses of the Electric
System and are payable prior to payment of the 2020 Bonds, and payments which were previously made under
the Hoover Contract for Differences through 2017 constituted Operation and Maintenance Expenses of the
Electric System and were payable prior to payment of Parity Obligations.
Renewable Energy Resources
As described under the caption "THE ELECTRIC SYSTEM —Renewable Energy Resources," the
City has entered into power purchase agreements through SCPPA in connection with three renewable energy
projects: (i) the Puente Hills Landfill Gas -to -Energy Project (the "Puente Hills Landfill! Project'); (ii) the
Astoria II Solar Photovoltaic Facility ("Astoria IT); and (iii) the Antelope Demand Side Response 1 Solar
Project ("Antelope 1"). Payments under the PPTA constitute Operation and Maintenance Expenses of the
Electric System and are payable prior in payment of the 2020 Bonds.
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
4990 Seville Avenue, Vernon, California) ("Station A"). The City operates the Electric System through its
public utilities department (known as Vernon Public Utilities), with all revenues of the Electric System being
credited to, and all expenses of the Electric System being payable from, the Light and Power Fond. The
Electric System serves all electric users within the City.
In keeping with the character of the City, the Electric System serves primarily industrial customers.
During Fiscal Year 2019, approximately 1,223 small industrial, 524 large industrial and 168 commercial,
residential and other customers, supplied approximately 1,072.8 million kilowatt hours ("kWW) of electric
energy and had a peak demand of approximately 182.8 MWs. See the caption "ELECTRIC SYSTEM
FINANCIAL INFORMATION —Retail Energy Sales."
The City's Electric System is comprised of generation, transmission, and distribution facilities and
includes approximately 4,750 poles, 8 electric substations and a peak load of approximately 185 MWs, which
was achieved in 2017.
The City's electricity supply is provided from the following sources: (i) the MGS, a combined cycle
natural gas feed generating plant operating within the City (approximately 51% in Fiscal Year 2019); (ii)
PVNGS (approximately 8% in Fiscal Year 2019); (iii) short-term contracts for a term of less than one year
(approximately 23% in Fiscal Year 2019); (iv) renewable resources (approximately 15% in Fiscal Year 2019);
and (v) other sources (approximately 3% in Fiscal Year 2019). See the caption "THE ELECTRIC SYSTEM —
Power Supply Resources."
In order to comply with certain State mandates relating to renewable energy, the City expects that its
supply of electricity from renewable resources will increase in the fume. See the captions "THE CITY —
Integrated Resource Plan," "—Renewable Energy Resources" and "FACTORS AFFECTING THE
ELECTRIC UTILITY INDUSTRY."
32
City Plan to Optimize Resource Utilization
Before 2005, the City supplied only a modest portion of its customers' load requirements from its own
generation resources. To serve its load, the Electric System relied first on a partial requirements wholesale
power contract with the Southern California Edison Company ("Edioo") and on a combination of wholesale
power contracts. Due to changes in the State electric industry such as the now -abandoned deregulation of the
California electric energy markets, unprecedented volatility of energy prices and the blackouts and power
interruptions due to inadequate supplies of electric energy in 2000-2001, the City determined in the early
2000s that it was in the best interests of its primarily industrial customer base to establish a significant
generation resource connected directly to the City's distribution system. The City developed the MGS, a 120
MW base load, 134 MW full load combined cycle electric generation plant located adjacent to Station A. The
MGS was designed in provide approximately 60% of the City's then expected requirements for base load
electric power. The MGS commenced commercial operation in October 2005 and, except for a period of
equipment repair, has been operating as a base load generation resource for the City since such date. See the
caption "—Power Supply Resources—Malburg Generating Station."
Since 2004, the City had pursued an economic development program focusing on the acquisition of
land within the City and the assembly of parcels which would be consistent with the requirements of
prospective industrial customers. In addition, the City sought to continue providing municipal services to
support both existing and new industrial businesses in the City, such as fire and police services, community
health services and infrastructure improvements, As part of its economic development program, the City also
studied options to optimize the benefits of the existing Electric System resources and alternatives for serving
projected Electric System requirements in light of the then current state of, and anticipated developments in,
the California electric markets.
After reviewing its portfolio of Electric System resources and the available alternatives in serving
customer load, the City determined to sett virtually all of its major transmission assets and rely on the
California transmission system controlled by the California Independent System Operator Corporation
("CAISO") to provide for transmission of energy imported into the City. When the City sold certain of its
transmission assets, the City retained certain transmission entitlements associated with existing transmission
service contracts, which were subsequently placed under the CAISO's operational control under a transmission
control agreement. The City continues to receive revenues associated with such existing transmission service
contracts. The City also determined that private ownership and operation of the MGS, with the City retaining
the rights to the capacity and energy of the facility, provided the City with a resource base that was consistent
with its original plan for significant local generation with less operational risk than City ownership, while
affording the City an opportunity to fund a portion of its economic development program.
Accordingly, on April 10, 2008, pursuant to the Amended and Restated Purchase and Sale Agreement,
dated as of December 13, 2007, between the City and Bicem (California) Power LLC ("Bicent'), an affiliate
of Bicem Holdings and Natural On Partners, the City sold the MGS to Bicent in a cash transaction.
Bicent assigned its rights and obligations with respect to the MGS to its affiliate, Bicent (California)
Malburg LLC, a Delaware limited liability company. BCP has sold the capacityand the energy of the MGS m
the City pursuant to the PPTA. See the captions "ELECTRIC SYSTEM OBLIGATIONS—Malburg
Generating Station" and "—Power Supply Resources—Malburg Generating Station —Power Purchase Tolling
Agreement" In addition, BCH, an affiliate of Bicent, has acquired the economic benefits and burdens of the
City's interest in the Hoover Uprating Project on the terms set forth in the previously outstanding Hoover
Contract for Differences between BCH and the City. See the captions "ELECTRIC SYSTEM
OBLIGATIONS —Hoover Upmting Project" and "—Power Supply Resources —Hoover Uprating Project —
Hoover Contract for Differences."
BCP.
See the caption "LITIGATION—Bicent Litigation" for a discussion of litigation between the City and
33
In addition, pursuant to a Purchase and Sale Agreement, dated September 28, 2007 (the ` IrANC
Agreement"), by and between the City and the Transmission Agency of Northern California ("TANC'), the
City sold TANC its interns[ in the California Oregon Transmission Project In a separate transaction, the City
also sold its interest in the Mead-Adelanto Transmission Project and the Mead -Phoenix Transmission Project
pursuant to a Purchase and Sale Agreement, dated December 13, 2007 (the "Stanwood Agreement'), between
the City and Stanwood Energy Infrastructure Fund, L.P.
The proceeds from the sale of the Electric System assets described above were used to redeem all
then -outstanding Electric System revenue bonds, provide funds for economic development in the City and
increase the Electric System's crib reserves. A portion of the proceeds of the sale of the Electric System
assets were used to fund a portion of the debt service reserve requirement for the Authority Bonds relating to a
supply of prepaid natural gas for the City. Such Authority Bonds were refunded with the proceeds of the
2009A Bonds. See the captions "THE CITY —Parity Obligations-2009A Bonds' and "ELECTRIC
SYSTEM OBLIGATIONS —Gas Supply Agreements." Approximately $39.5 million of the proceeds of the
Electric System assets allocated to reserves were applied to payments due under the PPTA during the first four
years of the PPTA.
After the completion of the transmission facility sales described above, the City no longer receives
Transmission Revenue Requirements relating to such assets. The City, as a participating transmission owner
of the transmission entitlements under the CAISO's operational control, continues to receive revenues
associated with existing transmission service contracts with Edison and the Department of Water and Power of
the City of Los Angeles ("LADWP") subject to the related transmission service contracts.
As more fully described below, the Electric System continues to include ownership interests or
capacity rights in other electric facilities and the ownership of the interconnection and distribution system
within the boundaries of the City.
Power Supply Resources
General. The Electric System's current power supply resources consist of. (i) the PPTA for the MGS;
(ii) the PVNGS Contract with respect to a portion of SCPPA's interest in PVNGS; (iii) the CES with Westem
with respect to the Hoover Upmting Project; (iv) two 5.75 MW simple cycle gas turbine generating units
(collectively, the "R. Gonzales Generating Station") at Station A used for reserve purposes; and (v) three
power purchase agreements entered into through SCPPA in connection with three renewable energy projects,
as described under the caption "—Renewable Energy Resources." See also the caption "ELECTRIC SYSTEM
OBLIGATIONS."
The PPTA, the PVNGS Contract, the CES, the H. Gonzales Generating Station and the time
renewable energy projects described below are collectively referred to as the "Committed Resources." For
Fiscal Year 2019, the Committed Resources provided approximately 77% of the energy supplied by the
Electric System to meet customer load. In addition to the Committed Resources, the City entered into short-
tertn contracts to satisfy the remaining 23% of the load requirements of Electric System customers in Fiscal
Year 2019.
The City routinely uses energy purchased through short -tens contracts rather Oran energy from the
MGS when such energy is available at a lower cost]. While the City expects to continue utilizing sbort-term
contracts to satisfy load requirements which are not covered by its Committed Resources as and when
necessary, the City may enter into long -tens power purchase contracts (other than the Committed Resources)
when the City determines that it is economically advantageous to do so or in connection with satisfying
renewable energy portfolio requirements. See the caption "FACTORS AFFECTING THE ELECTRIC
UTILITY INDUSTRY."
34
For Fiscal Year 2020, the City anticipates that the Committed Resources will provide approximately
[_]% of the energy supplied by the Electric System in such Fiscal Year to meet customer load, while short-
term contracts will provide approximately [_j% of the energy supplied by the Electric System in such Fiscal
Year.
The power supply resources of the Electric System used to satisfy the load requirements of the
Electric System's customers for the past five Fiscal Years
are described
in the following table.
CITY OF VERNON ELECTRIC SYSTEM
Resources Used to Satisfy City Load
Requirements0l
Fiscal Year Ended June 30
2015
2016
2017
2018
2019
Short -Term Contracta(21
Actual Energy(') 249,188
322,002
197,441
247,788
259,643
Percentage of Total Energy 21.19%
27.69°/.
17.38%
21.99%
23.20%
Long -Term Contracts(4)
Actual Energy(3) 0
0
0
0
0
Percentage of Total Energy 0.00%
0.00%
0.00%
0.00%
0.00%
PVNGS
Actual Energy(') 93,805
93,864
92,924
93,268
90,835
Percentage of Total Energy 7.98%
8.07%
8.19%
8.27%
8.12%
Hoover Uprating Project
Actual Energyl't 22,168
22,230
20,222
21,114
20,557
Percentage of Total Energy 1.98%
1.91%
1.78%
1.97%
1.84%
MGS/PPTA
Actual Energy(') 810,601
724,711
732,594
575,439
575,379
Percentage of Total Energy 68.93%
62.31%
64.49%
51.04%
51.41%
City -Owned Generation(')
Actual Energy(3) 266
174
1,023
3,390
4,141
Percentage of Total Energy 0.02%
0.01%
0.09%
0.30°/a
0.37%
Puente Hills Landfill Project
Actual Energy(') 0
0
31,934
57,796
45,820
Percentage of Total Energy 0.000%
0.00%
2.81%
5.13%
4.09%
Astoria II
Actual Encrgy(3) 0
0
25,757
61,815
58,863
Percentage of Total Energy 0.00%
0.00/
2.27%
5.48%
5.26%
Antelope 1
Actual Energy(') 0
0
34,344
66,960
63,976
Percentage of Total Energy 0.00%
0.00%
3.02%
5.93%
5.72%
City's Load Requirement
Actual Energyn 1,176,028
1,162,981
1,136,239
1,127,470
1,119,215
Percentage of Total Energy 100.00%
100.00%
100.00%
100.0(r/.
100.00%
(n Totals may not add due to rounding.
(r) Contracts for a term of less than one year and spot market
purchases.
(3) In megawatt howl
(4) Contracts, other than the contracts for the Comm fted Resources, with a term of one year or longer.
m Includes resources from the H. Gonzales Generating Station.
Source: City.
Malburg Generating Stanton.
Power Purchase Tolling Agreement.
Pursuant to
the PPTA with BCP, the City acquired all of
the capacity and energy of the MGS for a fifteen year term that was originally scheduled to end in 2023.
35
[CONFIRM] [In 201[_], BCP elected to extend the term of the PPTA to 2028 in accordance with its rights
under the PPTA.] The City serves as the dispatcher and Scheduling Coordinator for all energy and ancillary
services from the MGS in accordance with the requirements of the CAISO tariff. See the caption "—General."
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 pays 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 are based is subject to periodic testing and adjustment. If the MGS is
not available for specified hours during specified times of the yew, the amount of the capacity payment will be
reduced.
The City also pays a fixed amount (subject to escalation) under the PPTA for each MWh of electrical
energy that is produced by the MGS. A change in the heat rate of MGS from the standards that are specified in
the PPTA triggers an adjustment to the energy charge. If the heat rate improves, BCP will be entitled to
additional payments from the City. If the heat rate deteriorates, the City will be entitled to payments from
BCP.
The City is responsible for supplying the MGS with natural gas. The City initially intended to use the
Gas Supply (as described under the caption "ELECTRIC SYSTEM OBLIGATIONS Gas Supply
Agreements') to satisfy this requirement. However, since the sale of the MGS to Bicent in April 2008, the
City has not used the Gas Supply as fuel for the MGS. The City entered into the Sale Contract to sell natural
gas to SMUD in an amount equal to a portion of the Gas Supply remaining to be delivered less gas to be
delivered to retail customers of the City. See the caption "ELECTRIC SYSTEM OBLIGATIONS -Gas
Supply Agreements." The Sale Contract with SMUD provides for payment in each month for the amount of
gas delivered by the City under the Sale Contract in the previous month.
The City has been supplying the MGS with natural gas primarily through spot market purchases. The
City continues to monitor the market for natural gas and may, in the future, enter into additional contracts for
the purchase of natural gas for the MGS if the City determines that the terms of such contracts are beneficial to
the City. In connection with its purchase of natural gas and capacity, transmission, transportation, grid
management and extraordinary expenses related thereto, the City has established the Energy Cost Adjustment
Billing Factor (the "ECABF") to pass through to Electric System customers increased costs related to fuel.
Seethe caption "—Electric Rates —Energy Cost Adjustment Billing Factor."
To the extent that the City fails to provide sufficient natural gas for operation of the MGS, BCP will
be excused under the PPTA from providing energy from the MGS in response to dispatch notices from the
City. Except as otherwise provided in the PPTA with respect to scheduled outages and events of force
msjeme, in the event that a dispatch notice to deliver energy cannot be met by the MGS, BCP may provide
substitute energy. The amount of substitute energy is limited by California law to 15% of the total contracted
energy under the PPTA. In the event that BCP cannot satisfy a dispatch notice to provide energy either from
MGS or with substitute energy, then BCP is obligated to pay the City the costs of replacement energy in
accordance with the PPTA.
Except as agreed to by the City, scheduled outages in each contract year are limited to 336 hours
(provided, however, that the facility may schedule a major overhaul every 20,000 equivalent operating hours,
during which contact yew scheduled outages shall not exceed 672 hours) and the time which is required to
perform maintenance which is recommended by the manufacturer of the MGS' turbines. Scheduled outages
from June 1 through October 31 of each year are limited and may only be permitted with the consent of the
City. BCP has covenanted in the PPTA to operate, inspect, maintain and repair the MGS in accordance with
applicable law, required permits and good utility practices. See the subcaption "—Operation of MGS to Date."
36
The PPTA provides that, in connection with the MGS, BCP shall comply with all legal, regulatory and
industry standards applicable to owners and operators of generating facilities within the State. The PPTA also
provides that BCP shall be responsible for all costs and charges relating to such compliance, except that the
City is responsible for any fee for greenhouse gas ("GHG) emissions, including the procurement of emission
credits, which are attributable to the operation of the MGS and effective after April 10, 2008. See the caption
"FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY" for more information on such standards.
A party's obligation to perform pursuant to the PPTA, other than the obligation to make payments,
will 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 BCP's debts secured by a subordinated security interest in, or
mortgage on, the MGS. The City has a security interest in and mortgage on the MGS to secure output amounts
owed to the City under the PPTA. The City's security interest and mortgage is subordinate to the security
interest and mortgage granted by BCP to lenders in connection with its financing of the purchase of the MGS.
Under the PPTA, BCP is to take the actions specified in the PPTA to maintain the City's security interest in,
and mortgage on, the MGS.
Events of default under the PPTA applicable to both parties include: (i) a failure to make a payment
due thereunder within ten days of notice; (ii) a materially false or misleading representation or warranty; (iii)
unexcused failure to perform a material covenant or obligation (other than those constituting a separate event
of default) within fifteen days of notice; (iv) a bankruptcy event (as defined in the PPTA); and (v) a merger,
transfer of assets or consolidation under which the 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 BCP include: (1) unless otherwise excused under the
PPTA, failure of the MGS to maintain capacity at specified a level for a specified time; (2) failure to provide
required credit support; (3) the entry into a contract to sell capacity or energy of the MGS to an entity other
than the City; and (4) the assignment of 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, provided that 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.
For a schedule of the payments that the City expects to make under the PPTA for the current and next
four fiscal years, am the table in Note [I0] under the heading "Power Purchase Commitments" in Verson
Public Utilities' audited financial statements set forth in Appendix A. The City notes that the figures in such
table show expected payment amounts net of the amortization of deferred gains.
Desenplion of Facility. The MGS is a 120 MW base load/134 MW full load combined cycle,
natural gas -fired, electric power plant located adjacent to Station A. The MGS achieved commercial operation
in October 2005. The MGS includes two Siemens (fomrerly Alstom) GTXIo0 natural gas -fired combustion
turbine generators and a steam turbine generator. The MGS includes duct burners and evaporative inlet air
coolers and filters to achieve higher levels of power output in selected modes of operation. The MGS is
connected to the Electric System's distribution facilities at the Verson Substation, located at Station A.
Operation of MGS to Date. Prior to its sale in 2008, the City bad been operating the MGS
since commercial operation commenced in 2005. As described under the caption" —City Plan to Optimize
Resource Utilization," the City has sold the MGS but retains the rights to the capacity and energy of the
facility pursuant to the PPTA for a term which ends in 2028- In Fiscal Year 2019, the MGS provided 575,369
37
MWhs of energy to the City, comprising approximately 51% of the energy needed to satisfy the City's load
requirements. The City expects that the MGS will provide approximately r_j MWhs of energy to the City in
Fiscal Yew 2020, or an estimated [_]% of the total needed to satisfy the City's load requirements.
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 net maximum capacity of 1,333
MWs (unit I), 1,336 MWs (unit 2) and 1,334 MWs (unit 3) and a dependable capacity of 1,311 MWs (unit 1),
1,314 MWs (unit 2) and 1,312 MWs (unit 3). PVNGS' combined design capacity is 4,003 MWs and its
combined dependable capacity is 3,937 MWs. Each PVNGS generating unit has been operating under 40-year
Full -Power Operating Licenses granted by the Nuclear Regulatory Commission (the "NBC"). In April 2011,
the NRC approved PVNGS' license renewal application, allowing the three units to extend operation for an
additional 20 years until 2045, 2046 and 2047, respectively. The owners of PVNGS approved such extensions.
Arizona Public Service Company CAPS") is the operating agent for PVNGS. SCPPA has informed the City
that all other permits, licenses and approvals necessary to operate PVNGS have been secured.
SCPPA is a joint powers agency in which the City participates. SCPPA has a 5.91% ownership
interest in the PVNGS. The City has a 4.90% generation entitlement interest in SCPPA's ownership share in
PVNGS through the City's "take-w-pay" PVNGS Contract with SCPPA (totaling approximately 11 MWs of
dependable capacity) and is obligated to pay 4.900/6 of SCPPA's costs associated with PVNGS, including
operation and maintenance costs and debt service on SCPPA bonds issued for the project Co -owners of
PVNGS include APS, the Salt River Project Agricultural Improvement and Power District, a political
subdivision of the state of Arizona, and the Salt River Valley Water Users' Association, a corporation
(together, the `Salt River Project'), Edison, El Paso Electric Company, Public Service Company of New
Mexico, SCPPA and the City of Los Angeles.
In Fiscal Year 2019, PVNGS provided 90,835 MWhs of energy to the City. See the caption
"ELECTRIC SYSTEM OBLIGATIONS —Power Sales Contract with SCPPA for PVNGS" for a discussion of
the City's costs in connection with PVNGS for Fiscal Year 2019. The City expects that PVNGS will provide
approximately f 1 MWhs of energy to the City in Fiscal Year 2020, or an estimated r_j% of the total
needed to satisfy the City's load requirements.
Nuclear Regulatory Commission Initiatives. The NRC has broad authority under federal law
to impose licensing and safety -related requirements for the operation of nuclear generation facilities. Events at
nuclear facilities of other operators or impacting the industry generally may lead the NRC to impose additional
requirements and regulations on existing and new facilities. For instance, as a result of the March 2011
earthquake and tsunami that caused significant damage to the Fukushima Daiichi Nuclear Power Plant in
Japan, various industry organizations developed action plans for American nuclear power plants and the NRC
undertook an independent review of the events at Fukushima Daiichi, including a review of the agency's
processes and regulations in order to determine whether the agency should promulgate additional regulations
and possibly make more fundamental changes to the NRC's system of regulation.
On March 12, 2012, the NRC issued the fast regulatory requirements for all 104 operating nuclear
reactors located in the United States based on the task force evaluations. The NRC issued three orders that
modify operating licenses by requiring the following safety enhancements: (1) mitigation strategies to respond
to extreme natural events resulting in the loss of power at plants; (2) ensuring reliable hardened containment
vents; and (3) enhancing spent fuel pool instrumentation. On January 4, 2013, the NRC issued guidance to
enable U.S. nuclear power plant operators to perform seismic and Flooding hazard assessments, which was
undertaken at PVNGS in September 2014.
The NRC has required PVNGS to increase the redundancy in its power supply to emergency cooling
systems, reinforce its spent fuel pool, accelerate the transfer of spent fuel from the pool to the dry cask storage,
38
and add pipelines and associated equipment necessary for supplying additional cooling water to the reactors.
In response to such requirements, PVNGS has purchased additional diesel generators, pumps and fire trucks
and has accelerated the movement of its spent fuel casks to the storage facility. In addition to these actions,
PVNGS has allotted approximately $122 million (of which the City is responsible for approximately
$350,000) for initiatives developed in response to the failure at the Fukushima Daiichi Nuclear Power Plant,
including, among other things, fuel building modifications, an emergency equipment storage facility,
temporary power connections, seismic and Flood hazards validation and corresponding mitigating strategies.
Additional NRC-mandated requirements are anticipated, but the costs associated with these future projects are
unknown at this time.
In the event of noncompliance with its requirements, the NRC has the authority to impose monetary
civil penalties or a progressively increased inspection regime that could ultimately result in the shut -down of a
unit, or both, depending upon the NRC's assessment of the severity of the situation, until compliance is
achieved. The increased costs resulting from penalties, a heightened level of scrutiny and implementation of
plans to achieve compliance with NRC requirements may adversely affect the Electric System's financial
condition, results of operations and cash (lows.
Construction and Maintenance. PVNGS capital projects during the next 10 years are
expected to include [UPDATE - THIS LIST IS FROM 2015) [a cyber security upgrade, a cooling tower life
extension project, a generator excitation system upgrade, equipment replacement or upgrades such as reactor
coolant pump motor replacements and generator stator rewinds, building upgrades] and other miscellaneous
projects. The City estimates that it will be responsible for approximately S[J million of the costs of such
projects over this 10 year period.
[UPDATES?] [Decommissioning Costs. The owners of PVNGS have created external trusts
in accordance with the PVNGS participation agreement and NRC requirements to fund the costs of
decommissioning PVNGS. Based on the most recent estimate of decommissioning costs, which uses the
extended license expiration date of 2047 and is the most recent estimate available, the City estimates that its
share of the amount required for decommissioning PVNGS relating to the City's interest in PVNGS through
SCPPA is fully funded. SCPPA's share is S 175.5 million, of which the City's portion is $LJ mullion. Under
the current funding plan, the City estimates that its share of the decommissioning costs relating to the City's
interest in PVNGS through SCPPA will be fully funded by accumulated interest earnings by the extended
license expiration date of 2047, assuming 6.8% per aaum in future investment returns and a 6% per aunum
cost escalation factor. No assurance or guarantee can be given that investment earnings will be sufficient to
fully fund the City's share of decommissioning costs relating to the City's interest in PVNGS. An updated
study of decommissioning costs is expected to be undertaken in 2020.]
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. APS,
which currently stores PVNGS 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 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 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, 2019, over 152 casks, each containing 24
spent fuel assemblies, have been stored. If required, the on -site storage facility can be expanded from its
current size to accommodate additional waste. APS estimates that the storage facility has sufficient storage
capacity to store all low-level radioactive waste produced at PVNGS until the end of operation of PVNGS.
Since the event at the Fukushima Daiichi nuclear power plant (described above under the subcaption '—
Nuclear Regulatory Commission Initiatives," PVNGS embarked on a program to accelerate the transfer of
iT
spent fuel from the spent fuel pools to the dry cask storage facility, thus reducing the heat load inside the spent
fuel pools. Storage costs are partially paid using funds received by APS pursuant to a settlement agreement
with the United States government relating to nuclear waste disposal fees.
APS 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. APS estimates that the storage facility
has sufficient storage capacity to store all low-level radioactive waste produced at PVNGS until the end of
operations. This on -site storage facility remains fully available.
Hoover Uprarng Project.
Genera/. The Hoover Uprating Project consists principally of the uprating of the capacity of
17 generating units at the hydroelectric power plant (the "Hoover Plauf) of the Hoover Dam, located
approximately 25 miles from Las Vegas, Nevada on the Colorado River. Modem insulation technology made
it possible to "uprate" the nameplate capacity of the existing generators. The United States Bureau of
Reclamation (the "Bureau of Reclamation") owns and operates the Hoover Dam facility and Western markets
the power from the facility. The Hoover Plant consists of 17 generating units and two service generating units
with a total installed capacity of approximately 2,074 MWs.
Pursuant to the CES with Western, the City made an upfront payment for its share of the concoction
cost of the Hoover Uprating Project, and 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 Uprating Project. The City is responsible for its share of the operating costs of the facility.
[UPDATE] [As a result of the enactment of H.R. 470, "Hoover Power Allocation Act of 2011," the City
expects to be allocated such 22 MWs of total capacity through September 2067.]
Drought Conditions. Because of prolonged drought conditions that have resulted in record
low Colorado River water levels, the City's capacity entitlement at the Hoover Plant has been reduced from
time to time. Recent drought conditions have resulted in lower water levels and are expected to result in a
material adverse effect on the Hoover Plant's capacity entitlement in the near future. According to its [_
20 24-month study, the Bureau of Reclamation forecasts relatively stable water levels and Hoover Plant
capacity, with the lowest point forecasted to occur in _ 20. with a total Hoover Plant capacity of _ MWs
and a _% generating unit availability].
[UPDATES?] Environmental Considerations. The lower Colorado River has been included
in a critical Habitat Designated Area. This 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. After the Biological Assessment was filed, the United States
Fish and Wildlife Service issued a Biological and Confermce 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 Hoover Plant
customers, including the City. The City believes that my impact on future operation will be minor; however
there is a possibility that major remediation actions could have a material impact on the Hoover Plant
customers' available capacity from the Hoover Plant. The City's entitlement with respect to the Hoover Plant
accounts for less than 2% of the Elmuic System's portfolio, and my impact on the Electric System's
operations is not expected to be significant. See the table entitled "Resources Used to Satisfy City Load
Requirements" under the subcaption "—General" above.
40
Power Purchase Agreements.
Long -Term Power Contracts. Other than the contracts for the Committed Resources which
are described herein, the City currently has no other long-term power contracts with a terra of one year or
longer.
Short -Term Power Contracts. The City expects to provide power for the Electric System's
load requirements which are not met by the Committed Resources or from new long-term power purchase
contracts 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. For Fiscal Year 2019, such
short-term power contracts accounted for a total of 259,643 MWhs of energy to the Electric System
(approximately 23.20% of all energy which was used to satisfy the load requirements to the Electric System).
For Fiscal Year 2020, short-term power contracts are projected to account for a total of Lj MWhs of energy
to the Electric System (approximately L)% of all energy which will be use to satisfy the load requirements of
the Electric System). The City can use short -tens power contracts to meet its renewable energy resource
obligations from time to time. See the caption "—Renewable Energy Resources."
Other Resources. As discussed under the caption "—Renewable Energy Resources," the City has
entered into three power purchase agreements through SCPPA in connection with three renewable energy
projects. Such projects supplied approximately 15 % of the City's energy requirements in Fiscal Year 2019.
Reserve Generating FacibWes.
K Gonzales Generating Station. The City owns the H. Gonzales Generating Station, which
is located at Station A and consists of two gas turbine units. Each unit has a net capacity of 5.5 MWs. The
two units are used for resource adequacy and bid into the ancillary services market. The City bids these units
on a daily basis for dispatch by CAISO under the Market Redesign and Technology Upgrade ("MRTU') tariff
amendment. Each of the units is restricted to ran on natural gas for no more than six hours per day.
Renewable Energy Resources
In accordance with the California Renewable Energy Resources Act, which was enacted in 2011 as
SBX 1-2 ("SBX I-2"), the City was required to develop and implement a renewable energy resources plan
which provides that a specified average of the Electric System's retail sales must be procured from eligible
renewable energy resources. During the first compliance period (January 1, 2011 to December 31, 2013), an
average of 20% of the Electric System's retail sales were required to be procured from eligible renewable
energy resources. During the second compliance period (January 1, 2014 to December 31, 2016), the Electric
System was obligated to make reasonable progress each year to ensure that it achieves 25% of retail sales from
eligible renewable energy resources by December 31, 2016. During the third compliance period (January 1,
2017 to December 31, 2020), with the adoption of the regulations to enforce SBX 1-2 as described under the
caption "FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY —California Climate Change
Policy Developments—Califomia Renewable Electric Standard"), the California State Energy Resources and
Conservation Development Commission, commonly known as the California Energy Commission (the
"CEC') requires the Electric System to procure eligible renewable energy resources with 27% of its 2017
retail sales, 29% of its 2018 retail sales, 31% of its 2019 retail sales and 33% of its 2020 retail sales, with
amounts increasing after 2020 as described under the caption "—Developments Affecting the Power Supply —
Senate Bill 100 - 100 Percent Clean Energy Act of 2018." The main provisions of the applicable requirements
relating to renewable energy resources are currently contained in SBX 1-2 and the California Global Warring
Solutions Act.
In addition to the power purchase agreements which are described below, the City is currently meeting
its obligation under SBX 1-2 to acquire energy from renewable sources by carrying over excess renewable
power procurement from prim years, by purchasing renewable energy credits and by the use of short -tens
41
contracts. See the caption "—Power Supply Resources —Power Purchase Agreements —Short -Tenn Power
Contracts" above and the subcaption "—Renewable Energy Credits" below.
The City's renewable power resource portfolio, as well as certain potential options for additional
renewal power resources in the future, is described below.
Current Renewable Energy Resources.
Antelope Demand Side Response I Solar Project. Antelope 1 is a 50 MW solar project that
was developed by Sustainable Power Group ("sPower") and came online on January 1, 2017. Antelope 1 is
located in the City of Lancaster in the northern area of the County. The City, through SCPPA, has an
agreement with Antelope DSR 1 LLC (a subsidiary of sPower) that entitles the City to 50% of the capacity (25
MW nameplate) and output of the project through December 31, 2036. The City pays an all -in price for
energy, capacity and environmental attributes of S[53.75] per MWh over the term of the agreement.
In addition, the City and the City of Riverside (the other purchaser of the energy produced by
Antelope 1) negotiated an energy storage option in the Antelope 1 PPA which provides for the potential
design, building and operation of an energy storage facility, when economically feasible. [ANY UPDATE ON
THIS?]
Astoria 11 Solar Photovoltaic Facility. Astoria 11 is a 175 MW solar project that came online
in late 2016. Astoria II is located on approximately 840 acres in Kern County north of the City and
interconnects with the CAISO system at Edison's Whirlwind Substation. The City, in conjunction with five
other SCPPA members, participates in a power purchase agreement with Recurrent Energy to purchase 75
MW of the output from Astoria H for 20 years. The power purchase agreement entitles the City to 20 MW of
capacity from January 2017 to December 2021 and 30 MW for the remaining contract period of January 2022
to December 2036. [PRICE INFO AVAILABLE?]
Puente Hills Landfill Gas -to -Energy Project. The Puente Hills Landfill Project is a 46 MW
conventional Rankine Cycle Steam Power Plant that uses landfill gas ("LFG') as fuel to generate electricity.
LFG is fired in the plant's boilers, producing superheated steam which drives the turbine/genendor to generate
electric power. The Puente Hills Landfill Project is located in the eastern area of the County approximately 15
miles from the City. It was constructed by the County Sanitation Districts of Los Angeles County ("LACSW)
and began full commercial operation in January 1987.
On behalf of its members, SCPPA entered into a power purchase with LACSD for 43 MW of
generating capacity from the Puente Hills Landfill Project. The City, through SCPPA, is entitled to 10 MW of
renewable capacity from the Puente Hills Landfill Project. The power purchase agreement expires on
December 31, 2030.
Contracts for Bio-Gas. To satisfy the initial SBX 1-2 requirements, the City contracted in
2012 for a 10-year supply of pipeline quality biomethane gas (referred to herein as bio-gas) with Element
Markets Renewable Energy, LLC (later assigned to Element Markets RNG, LLC) (collectively, "Element
Markets') as fuel for the MGS as an altemative to natural gas. The City's contracts with Element Markets
included a bio-gas option agreement under which the parties my elect to waive the bio-gas delivery
requirement, allowing the City to procure less expensive renewable energy from other suppliers. The City's
contracts with Element Markets also allow Element Markets to deliver replacement power in lieu of bio-gas.
The City has exercised its option not to receive bio-gas deliveries and has been purchasing equivalent
replacement power in lieu thereof from other renewable sources. The City's contracts with Element Markets
terminate in 2022.
42
Implementation of the contracts with Element Markets has been and is projected to be a cost effective
option for adding renewable energy resources to the current Electric System portfolio in satisfaction of State
requirements relating to renewable energy resources.
Renewable Energy Credits. The City also purchases renewable energy credits as a means of
satisfying its SBX 1-2 obligations. In Fiscal Year 2019, the City purchased L] MWhs of such energy credits
and, for Fiscal Year 2020, the City currently expects to purchase approximately L] MWhs of such energy
credits.
Potential Renewable Energy Resources.
Wind Farms. In September 2008, the City purchased approximately 30,000 acres of land in
Tehachapi, California (referred to as the Jaw Bone Area), for approximately S42 million. A portion of such
land adjoins two established wind -powered electric generating facilities, one of which is owned and operated
by the GADWP and the other by NextEm (FPL). In February 2010, the City then sold approximately 13,000
acres of this land to NextEra (FPL) for approximately $40 million and maintained certain transmission rights
and easements on the land. The City currently continues to own and maintain two remaining sections called
the East and West lands in the law Bone Area. These two areas are on the east and west of the property sold to
NextEra (FPL). These two areas comprise about 18,000 acres. The City continues to explore methods to
monetize this land with or without outside developers and/or investors. The City believes the asset potential in
such land is significant enough to warrant continued ownership for the foreseeable future, and the City is not at
this time soliciting any offers to sell or lease such land. While the City does not anticipate using its own funds
to develop renewable energy resources on the Jaw Bone Area land owned by the City, the City does anticipate
that some renewable energy resources will be developed in the form to enable the City to recover some or all
of its investment in the Tehachapi property and providing power from renewable resources for the Electric
System's renewable power resource portfolio.
Desert Harvest / Maverick Solar Projects. The Desert Harvest and Maverick Solar Projects
are solar projects with a combined capacity of 70 MW that were developed by Desert Harvest II, LLC
("Desert Harvest"). The projects are expected to come online in December 2020 and are located in Desert
Center, an unincorporated area of Riverside County approximately 175 miles east of the City. The City,
through SCPPA, has an agreement with Desert Harvest that entitles the City to 12 MW of output from either
the Desert Harvest or the Maverick Solar Projects. The City Council has approved the agreement with Desert
Harvest and the tens of the agreement is expected to commence on December 1, 2020 and to continue through
2045. The City will pay r_I over the term of the agreement.
Renewable Pass -Through Charge. The City has implemented a Renewable Energy Cost Adjustment
Factor (the "RECAP), which is added to its Electric System customer bills. The RECAF is intended to
recover the costs of renewable energy resources in excess of non-renewable market power. See the caption
`—Electric Rates —Renewable Energy Cost Adjustment Factor."
Interconnection and Distribution Facilities
[UPDATES?] The Electric System is interconnected with the Edison system at the Laguna Bell
substation. The City owns the facilities within the City limits for the interconnection of the Electric System
with the Edison system and the distribution of electric power. The distribution facilities include approximately
30 miles of 66 kiloVolt ("kV") power lines (of which approximately 5% are underground), and approximately
125 miles of 7 kV 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. See the caption 'THE ELECTRIC SYSTEM —Capital Requirements" for a description of
anticipated capital improvements to the Electric System in the next five years.
43
Developments Affecting the Power Supply
The City relied on short-term (less than one year) power purchase contracts to provide approximately
23.20% of the energy delivered by the Electric System in Fiscal Year 2019. The City anticipates relying on
new short-term power purchase contracts to provide for current load and any growth in its customer load which
is not met by Committed Resources.
A number of actions have taken by regulatory agencies which affect the amount of power that the City
must have available in order to maintain resource adequacy and the nature of the electric resources which the
City most include in its resource base. Certain elements of these actions are described below.
Resource Adequacy. In 2006, the CAISO filed with the Federal Energy Regulatory Commission
("PERC") its MRTU tariff amendment to implement a comprehensive overhaul of the electricity markets
administered by the CAISO. The programs under the MRTU initiative were designed to implement market
improvements to assure grid reliability and more efficient and cost-effective use of resources and to create
technology upgrades that would strengthen the entire CAISO computer system. The California energy market
under the MRTU includes the following features, among others, which were not part of CAISO's previous
real-time only market tariff:
• An integrated forward market for energy, ancillary services and congestion management that
operates on a day -ahead basis;
• Congestion management which represents all network transmission constraints;
Congestion Revenue Rights to allow market participants to manage their costs of
transmission congestion;
• Local energy prices by price nodes (approximately 3,000 nodes in total), also known w
locational marginal pricing; and
• New market rules and penalties to prevent gaming and illegal manipulation of the market as
well as modifications to certain existing market rules.
The MRTU became operational on April 1, 2009 and the initial MRTU tariff filed with FERC went
into effect at that time. Power is scheduled on a nodal basis, rather than the previous zonal system
Furthermore, the MRTU incorporates the California Public Utilities Commission's ("CPUC") resource
adequacy requirements to ensure that there are adequate energy resources in critical areas. 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.
In September 2005, the Governor signed into law Assembly Bill 380 ("AB 300'), which requires
publiclyowned utilities to procure adequate resources to meet their peak demands and reserves. In October
2005, the CPUC issued a decision requiring that LSEs under its jurisdiction acquire capacity which is
sufficient to serve their forecast retail customer load plus a 15-17% reserve margin. The MRTU tariff
incorporates the CPUC's resource adequacy requirements. The MRTU tariff imposes the CPUC's resource
adequacy requirements on LSEs that are not CPUC jurisdictional entities, such as the City.
The City has historically satisfied this reserve margin requirement through its power supply resources,
and the City believes that it will continue to have sufficient power resources to satisfy the system capacity
requirements as required by the MRTU and AB 380.
Senate MU 350 — Man Energy and Pollution Reduedon AM of 2015. Senate Bill 350 ("SB 350"),
which the Governor signed into law in 2015, consists of a multitude of requirements to meet clean energy
6J
mandates. The primary elements that affect the City are: (i) the increase in the mandate of the State's
renewable portfolio standard (the "RPS") to 500/o by December 31, 2030; (ii) the doubling of energy efficiency
savings by January 1, 2030; and (iii) the traatformation of the CAISO into a regional organization. In
addition, large municipal electric systems such m the City were required to adopt an IRP on or before
January 1, 2019, and to update the plan at least once every five years. See the caption "THE CITY —
Integrated Resource Plan" for a description of the City's IRP.
Senate MR 100 - 700 Percent Clean Energy Act of 2018. Senate Bill 100 ("SB 100"), signed into
law on September 10, 2018, increases the RPS goals of SBX 1-2 and one of the primary components of SB
350 by modifying the RPS percentage targets for certain compliance periods. The measure maintains the 33%
RPS target by December 31, 2020, while the compliance periods following it changed to 44% by
December 31, 2024, 52% by December 31, 2027 and 60% by December 31, 2030.
The CEC is required to establish appropriate multiyear compliance periods for all subsequent years
after 2030 that will require municipally owned electric systems to procure not less than 60% of retail sales
from renewable resources. It is expected that workshops, mlemakings and updated regulations will be
implemented by the CEC to incorporate the SB 100 mandate in its RPS Eligibility Guidebook and RPS
Enforcement Procedures. In addition, the City will need to include the increased requirements in its future
IRP. The City and the Electric System will continue to monitor the outcome and impacts of any upcoming
workshops and regulations in meeting the new requirements.
Assembly Big 32 - Global Worming Solutions Act of 2006. Assembly Bill 32 ("AB 32'), which the
Governor signed into law in 2006, requires that utilities reduce their GHG emissions to 1990 levels by the year
2020. In addition, Senate Bill 32 ("SB 32"), which the Governor signed into law in 2016, requires that
statewide greenhouse gas emissions are reduced to 40% below 1990 levels by 2030.
AB 32 tasked the California Air Resources Board ("CARB") with developing regulations for GHG
emissions that became effective January 1, 2012. Emission compliance obligations under the cap -and -trade
regulation (the "Program") began on January 1, 2013. The Program was implemented in phases, with the first
phase lasting from January 1, 2013 to December 31, 2014, This phase placed an emission cap on electricity
generators, importers and large industrial sources emitting more than 25,000 metric tons of carbon dioxide -
equivalent greenhouse gases per year. In 2015, the program expanded to cover emissions from transportation
fuels, natural gas, propane and other fossil fuels.
The Program requires electric utilities to have GHG allowances on an annual basis to offset GHG
emissions associated with generating electricity. CARB will provide a free allocation of GHG allowances to
each electric utility to mitigate retail rate impacts. Thereafter, the utilities are likely to be required to purchase
allowances through the auction or on the secondary market to offsd their associated GHG emissions. Each
allowance can be used for compliance purposes in the current year or carried over for use in future year
compliance.
Any allowance not used for current year compliance or carried over for future use in compliance most
be sold into the quarterly allowance auctions administered by CARB. Proceeds from the auctions must be
used for the intended purposes specified in AB 32 that include but are not limited to procurement of renewable
resources, energy efficiency and conservation programs and measures that provide clear GHG reduction
benefits.
Assembly Bill 398 - GHG Cyr -and --Trade Program Extension. Assembly Bill 398 ("AB 398"),
which the Governor signed into law in 2017, extended the GHG cap -and -trade program to December 31, 2030.
This bill was also a companion bill to Assembly Bill 617 ("AB 617'; see the subcaption "—Assembly Bill 617
- Air -Quality Monitoring'). [CONFIRM] [The City's free allocation of GHG allowances is expected to be
sufficient to meet the City's direct GHG compliance obligations through 2030.1
ER
Initially, it was unclear under AB 398 whether the Electric System would be required to consign 100
of its allowances to the market and then purchase allowances to fulfill its compliance obligations. In early
2018, CARB agreed that municipally owned utilities would not be compelled to consign all of their allocated
allowances and that the structure would remain the same as it has functioned and currently functions. Other
components of the law that require clarification are the banking provisions and the specific GHG revenue
spending requirement for revenues generated from the sale of excess allowaaces. The Electric System will
continue to monitor the outcome and impacts of the upcoming regulations on its service territory and
ratepayers.
Assembly Bill 617 - Air Quality Monitoring. AB 617, which the Governor signed into law in 2017,
was part of a legislative bill package with AB 398, which authorized the extension of the cap -and -trade
Program in the State. See the subcaption ' —Assembly Bill 398 - GHG Cap -and -Trade Program Extension."
AB 617 addresses the disproportionate impacts of air pollution in environmental justice communities. Both
CARB and local air districts are required to take specific actions to reduce air pollution and toxic air
contaminants from commercial and industrial sources, including from electricity -generating facilities. The bill
required CARB to prepare a Statewide monitoring plan regarding technologies and reasons for monitoring air
quality and, based on that plan, to identify the highest priority locations for the deployment of community level
air monitoring systems. Local an districts were required to deploy the air monitoring systems in the specified
communities by July 1, 2019. Additional locations for the deployment of the systems will be identified
annually by CARB beginning in early 2020. CARB is also required to provide grants to community -based
organizations for technical assistance and to support community participation in the programs. In turn, this
effort requires local air districts to adopt a community emissions reduction program.
Additionally, AB 617 requires CARB to develop uniform reporting standards for au pollutants and
toxic air contaminants for specific uses, including electricity -generating facilities. An districts are to adopt an
expedited schedule for implementing best available retrofit control technologies for the uses, while CARB will
identify these technologies.
AB 617 imposes additional reporting requirements. For the City, the local air district is the Southern
California Air Quality Management District (" SCAQMD"). CARB and SCAQMD have held and continue to
hold community meetings to implement the required elements of AB 617. The City continues to monitor
developments under AB 617.
Asseably Bill 2514 - Energy Storage. Assembly Bill 2514 ("AB 2514"), which the Governor signed
into law on September 29, 2010, directs municipal electric utilities to consider setting targets for energy
storage procurement but emphasizes that any such targets must be consistent with technological viability and
cost effectiveness. The law's main directives and their respective deadlines are to adopt an energy storage
system procurement target by October 1, 2014, if determined to be appropriate, to be achieved by each utility
by December 31, 2016, and a second target to be achieved by December 31, 2020. Municipal electric utilities
were required to submit compliance reports to the CEC of their first adopted target by January 1, 2017[, which
the City did]. The second adopted target compliance report is due to the CEC by January 1, 2021.
Energy storage ("ES") has been advocated as an effective means for addressing the growing
operational problems of integrating intermittent renewable resources, as well as contributing to other
applications on and off the grid. In general, ES is a set of technologies which are capable of storing previously
generated electric energy and releasing that energy at a later time. Currently, the commercially available ES
technologies (or soon to be available technologies) consist of pumped hydroelectric generation, compressed air
systems, batteries and thermal ES systems.
[ANY DEVELOPMENTS AT THE CITY ON THIS?]
Senate Bill 380 - Moratorium on Natural Gas Storage - Aftso Canyon. On October 23, 2015, a
significant gas leak was discovered at the Aliso Canyon natural gas storage facility, which makes up 63% of
46
total storage capacity of Southern California Gas Company ("SoCa[Gas") and serves 17 gas fired power
generation units. On May 10, 2016, the Governor signed Senate Bill 380 in law, placing a moratorium on
Aliso Canyon's natural gas storage usage until rigorous tests were performed and completed by the Division of
Oil, Gas, and Geothermal Resources ("DOGGW) as to which wells could continue to be in operation. This
moratorium caused great concern regarding the reliability of natural gas supplies in the upcoming summer and
winter months. An action plan study area was initiated to review the summer and winter assessment that was
conducted as ajoint effort between the CPUC, CEC, CAISO and LADWP. Although the area of study neither
includes nor immediately impact the City given the City's purchases of natural gas from the MGS rather than
from SoCalGas, it is highly plausible that the market for natural gas could be affected by curtailed gas
deliveries under certain adverse low -flow gas scenarios.
Beginning June 1, 2016, SoCalGas implemented new Operational Flow Order ("OFO") tariffs due to
limitations surrounding Aliso Canyon storage injections and withdrawals. These tariff changes were put in
place to reduce the probability of natural gas curtailnents.
[UPDATES?] These tighter OFO tariff restrictions were scheduled to conclude upon the earlier of the
return of Aliso Canyon to at least 450 million cubic feet per day ("MM[cfd') of injection capacity and 1,395
MMcfl of withdrawal capacity, or March 31, 2017. Aliso Canyon has not been able to meet its injection and
withdrawal targets, and therefore, these tighter OFO tariff restrictions will continue to remain in effect.
On July 19, 2017, DOGGR issued a press release to the effect that, in concurrence with the CPUC,
Aliso Canyon is safe to resume injections up to 28% of the facility's maximum capacity. On that same day,
the CEC issued a different press release with a recommendation urging closure of Aliso Canyon in the long-
term. On July 31, 2017, SoCalGas resumed injections. Withdrawals from Aliso Canyon can be made during
emergency conditions to avoid electric load shed and/or gas curtailments to customers.
[CONFIRM] [The Electric System has fulfilled its system reliability since the gas leak was discovered
at the Allan Canyon facility. The City will continue to monitor developments in this area, but does not expect
curtailment of permitted withdrawals from the facility to have a significant effect on the Electric System's
ability to meet customer demand.]
Assembly Bill 802 — Building Energy Use Benchmarking and Public Disclosure Program.
Assembly Bill 802 ("AB 802"), which the Governor signed into law in 2015, creates a new Statewide building
energy use beachmarking and public disclosure program for the State of California. AB 802 requires electric
utilities to maintain records of energy usage data for all buildings (i.e., commercial and multifamily buildings
over 50,000 square feet gross floor area) fur at least the most recent 12 months. Utilities are required to deliver
or provide aggregated energy usage data for a covered building, as defined, to the owner, owner's agent or
operator upon written request. [CONFIRM] [The Electric System provides consumption data for buildings
meeting the legislative requirement upon owners' written request.]
Assembly Bill 1110 - Greenhouse Gas Emissions Intensity Reporting. Assembly Bill I110 ("AB
1110"), which the Governor signed into law in 2016, requires GHG emissions intensity data and unbundled
renewable energy credits to be included as part of retail suppliers' power source disclosure reports and power
content label ("PCL") to thew customers. GHG emissions intensity factors will need to be provided for all the
retail electricity products. The inclusion of this new information requirement on the PCL will begin in 2020
for calendar year 2019 data. In addition to being required to post the PCL on the City's website, AB I110 also
requires that PCL disclosures must be mailed to customers unless customers have opted for electronic
notifications. [CONFIRM] [In accordance with this requirement, the City includes printed disclosures of the
PCL to its customers.] The CEC is expected to release further regulations governing PCL disclosures in the
near future.
Legislation Relating to Wildfires. Senate Bill 1028 ("SB 1029"), which was signed into law by the
Governor in 2016, requires municipal electric utilities to construct, maintain and operate their electrical lines
47
and equipment in a manner that will minimize the risk of catastrophic wildfire posed by those electrical lines
and equipment. Senate Bill 901 ("SB 901'), which was signed into law by the Governor in 2018, addresses
the response to, mitigation of and prevention of wildfires. SB 901 requires municipal electric utilities to
prepare before January 1, 2020 and annually thereafter a wildfire mitigation plan. SB 901 further requires
utilities to present their wildfire mitigation plan in an appropriately noticed public meeting, to accept
comments on the plan from the public, other local and state agencies and interested parties and to verify that
the plan complies with all applicable rules, regulations, and standards, as appropriate. SB 901 also requires the
utilities to contract with a qualified independent evaluator to review and assess the comprehensiveness of its
plan. The report of the independent evaluator is to be made available on the Internet and to be presented at a
public meeting of the utilities' governing boards.
While governing boards most independently make a wildfire determination based on all the relevant
information, the CPUC's Fire 'Threat Map is the most important piece of analysis in this process. The Fire
Threat Map was adopted by the CPUC on January 19, 2018.
The bill does not address existing legal doctrine relating to utilities' liability for wildfires; however,
any future legislation that addresses the State's inverse condemnation and "strict liability" issues for utilities in
the context of wildfires in particular could be significant for the electric utility industry, including the City.
The City Council made the wildfire mitigation plan determination at the March 6, 2018 City Council
meeting, determining that, because the City is not near a wildland-urban interface area and is not listed as a
"community at risk" by the State Fire Marshal, the Electric System does not pose a risk of igniting a fire that
could cause a wildfire.
Capital Requirements
In 2006, the City developed an Electric Distribution Master Plan (the "Distribution Master Plan")
for the Electric System which included a five-year capital improvement program for the Electric System's
distribution and interconnection facilities. The Distribution Master Plan categorized projects generally into
safety, capacity, reliability, operability and street improvements, with most of the improvement projects
designed for the maintenance and upgrading of facilities to serve existing load (the "Maintenance
Improvements") and the balance to serve new load (the "Additional Improvements'). Since the
development of the Distribution Master Plan, the City has developed a capital improvement program for Fiscal
Years 2012 through 2020. The program includes approximately $38.4 million in capital improvements in
Fiscal Years 2017 through 2020 of which approximately $12.8 million is for Maintenance Improvements and
$25.6 million is for Additional Improvements. The City has expended $jJ of such amounts as of December
31,2019.
48
The following table lists the expected annual capital requirements for the Electric System to be paid
from amounts in the Light and Power Fund for Fiscal Years 2020 through 2023. Projects to be completed
include substation transformer construction, upgrades, replacements and improvements and equipment
purchases. [CONFIRM] [Other than the projects financed from proceeds of the 2020 Bonds (as discussed
under the caption "THE 2020 PROJECT," the City does not expect to finance any such capital requirements
from the proceeds of Bonds.
Fiscal Year Ending
Capital Requirementsfrom
lane30
Light and Power Fund
2020
$ 9,275,000
2021
7,920,000
2022
7,575,000
2023
4,800,000
Total
$29,570,000
source: City.
Largest Customers
The Electric System's 24 largest customers (by electricity usage) for Fiscal Year 2019 accounted for
approximately 56% of the Electric System's retail energy sales for such period. No single customer accounted
for more than approximately 8.90 % of the Electric System's retail energy sales during such period.
Customer concentration presents a risk in that if one or more of the Electric System's largest
customers were to default on their payments for retail energy sales, or were to relocate their operations outside
of the City or otherwise cease their operations in the City, such failure to pay, relocation of operations or
ceasing of operations could have a material impact on the Electric System's fmances. No assurances can be
given by the City that any such failure to pay, relocation or cessation of operations will not occur during the
term of the 2020 Bonds.
The City believes that the risk that its largest customers will depart the City is low. As shown in the
second column of the table below, many of the 24 largest customers of the Electric System have been in the
City for decades. In addition, the City has a low vacancy rate of less than 2.5 % (as of the fourth quarter of
2018, the latest period for which such information is available), and the City believes that other businesses
would quickly fill any vacaut spaces upon the departure of a large customer. See also the caption "—Electric
Rates—Uncollectible Accounts" for historical information with respect to writeoffs of delinquent accounts.
The 24 largest customers of the Electric System in Fiscal Year 2019 are described in the below table.
49
o u
r-- N m m N r O O O O O N N O
YW r r N N t�i N r r r .. — r r r r r— r 16
y �oQQrN � �O Op pO mN NN�O+f NMOo W 1�Nnf �Op 8TN O
L rV�.-nviiQVV . r.�C._r D_vf_�O_�O_ N T .. riae�vv�vro - 6 m N^ Q Q Q m N N N N N — W
r O\�ONrN ooryOO�O�r v1N QrO.Qr y�r
y �O NEON O�eI O
R 00MOmTm, NrUl p rOr`ON
y of �O aoQmraa PL P1 f`lO \v�O r�OrON`O Pvf
� Roo^ mvi �D T rf Q NaoOr V Roo �p Olaf aONNpp
T m�nQuaO V a00N hr P Tm IIviQ w vfmO
O N t� I r -�L r rR �D m m g r N
q R ^ N
H O
Y1 N 00
> mm Ys
g V y
a
Z` c yUv m�y��vv�amaa'`°aa��00�6
eva�aa o o 'tdlo ooE.ov i �avg
03 y� ;a py
� S oEm— UU X ',
a ti ,�j [i fi t,° a
>mp UU W W
O
�J a
U L i
"1
w0z F OWPQ �U� OW v�
Z yUa U y�UmOu0ya
GO;E QOO 0
�4�o29U U0 ap
a0 G WQam ZZ 6UPdCd2aai30 �c�z
W.
UNO'a
<NO000�om,-ZUU=�<UUO ^NmQvl V rCOO O.^^--------NNNNN
h
Electric Rates
General. The Electric System's retail rates are established by the City Council and are not subject to
regulation, review or approval by the CPUC or any other State or federal agency, although the CEC is
authorized to evaluate electric rate policies in furtherance of State regulatory goals and to make
recommendations to the Governor, the State Legislature and publicly owned electric utilities. The Electric
System provides no free service.
Current rates are as follows:
Rate Type
Domestic Customers
Customer Charge
Facilities Charge
Energy Charge
Large Industrial Customers
Customer Charge
Facilities Charge
Energy Charge
Small Industrial Customers0)
Customer Charge
Energy Charge
Minimum Charge
fir) Demndoflessd.500kW.
source: City.
Rah
$3.35 per meter per month
$0.25 per meter per month
9.331 cents per kWh
$25.14 per meter per month
$3.56 per meter per month
22.772 cents per kWh (May 1-October 31) /
21.178 cents (November I -April 30) per kWh
$23.41 per meter per month
12.51 cents per kWh
$236.88 per month
In addition to the above rates, customers pay: (1) a 3 % surcharge for payments in lieu of tax and
franchise payments; (2) a 2.85% public benefits surcharge under California Assembly Bill 1890 ("AB 1890" );
(3) the ECABF (as discussed under the subcaption "—Energy Cost Adjustment Billing Factor"); (4) the
RECAF (as discussed under the subcaption "—Renewable Energy Cost Adjustment Billing Factor"); and (5)
the UUT, which is described in detail under the caption `SECURITY AND SOURCES OF PAYMENT —
Transfers to General Fund."
Separate rate schedules apply to: (i) street and highway lighting services based upon factors such as
the strength of the lighting used, whether the billing is metered and ownership of the lighting equipment; and
(ii) electricity used for agricultural or water pumping purposes.
In addition, in 2019, the City adopted increases in Electric System rates averaging approximately
0.8% in Fiscal Year 2020, 1.9% in Fiscal Year 2021, 4 % in Fiscal Year 2022 and 4% in Fiscal Year 2023- The
projected operating results act forth in this Official Statement assume that such adopted rate increases will be
implemented as expected, as well as an additional rate increase averaging approximately L-J% in Fiscal Year
2024 which has not yet been approved by the City Council. See the caption `ELECTRIC SYSTEM
FINANCIAL INFORMATION —Projected Operating Results and Debt Service Coverage."
Energy Cost Adjustment Billing Factor. In response to then -existing volatility in the cost of natural
gas, the City in 2006 entered into the Supply Agreement with the Authority for the purchase of a supply of
Prepaid natural gas to be supplied to the Authority by the Supplier under the Purchase Agreement, which
Purchase Agreement has been assigned from the Authority to the City. See the caption "ELECTRIC SYSTEM
OBLIGATIONS --Gas Supply Agreements." At that time, the City established a fuel cost adjustment billing
51
factor in connection with the cost of natural gas related to power generation and purchases, which was
calculated and payable on a monthly basis based on customer consumption. The fuel cost adjustment billing
factor did not address other costs to the City related to the purchase of fuel, including capacity, transmission,
transportation, grid management and extraordinary expenses. Accordingly, in 2019, the City replaced the fuel
cost adjustment billing factor with the ECABF. The ECABF is calculated each month based on the City's
costs and added to all retail customer bills for the following month. The ECABF enables the City to recover
the amounts that the City pays for natural gas and related capacity, transmission, transportation, grid
management and extraordinary expense costs.
Renewable Energy Cost Adjustment Billing Factor. To provide for the payment of additional costs
associated with satisfying renewable energy portfolio standards for the Electric System (including the cost of
greenhouse gas allowances associated with power generation and implementation charges under AB 32 (as
discussed under the caption "—Developments Affecting the Power Supply —Assembly Bill 32 — Global
Warning Solutions Act of 20W )), the City has approved the RECAF, which is calculated based on kWh
billed and payable on a monthly basis. See the caption "—Renewable Energy Resources —Renewable Pass -
Through Charge." The RECAF went into effect on January 1, 2012 and was added to all retail customer bills
based on electrical consumption, although the City did not levy any charges under the RECAF until 2013. The
RECAF adds an amount to each retail bill to recover the excess of the cost the City pays for renewable energy
(or substitutes therefor satisfying the City's obligations to provide energy from renewable resources such as
renewable energy credits) over the cost of energy from non-renewable resources.
Average Price.
The table below sets forth the average billing price per kWh for 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
2015 2016 2017
2018
2019
Residential
9.54 11.24 12.10
I1.69
II.60
Small Industrial
14.55 15.50 15.92
16.36
16.57
Large Industrial
12.52 12.74 13.15
13.62
13.57
Other
17.83 18.73 19.07
20.45
19.66
Weighted Average
13.25 13.73 14.14
14.64
15.35
Source: City
[UPDATES?] [Collection Procedures. All electric bills are due and payable on the date of billing and
become delinquent 20 days thereafter. Electric bills are consolidated with bills for water service. If payment
is not received 20 days after billing, a second notice will be delivered and a $10 fee will be assessed. If such
bills remain unpaid on the 35th day after billing, a door hanger will be hand delivered to the service address
and a $10 final notice fee will be assessed All electric services are subject to termination after 45 days (in
accordance with applicable law) until all fees, charges, penalties and the entire delinquent balance have been
paid. Fees associated with a delinquency include a $26 returned check fee, a late charge equal to 5% of the
outstanding balance and a reconnection fee of $214.30.
Uncollectible Accounts. The City considers its writeoffs for uncollectible accounts to be low by
electric utility industry standards for urban areas. The annual writeoffs for uncollectible accounts have been
less than 0.2% for each of the last five Fiscal Years.
52
CITY OF VERNON ELECTRIC SYSTEM
Uncollecllble Accounts
Fiscal Year Ended
UncnBecdble
Percentaj
June 30
Revenues
Gross Billings
2015
$121,058
0.1%
2016
394,564
0.2
2017
400,251
0.2
2019
385,404
0.2
2019
287,762
0.2
Source: City.
Seismic Activity and Other Natural Disasters
The occurrence of any natural disaster in the City, including, without limitation, earthquake, landslide,
land subsidence, high winds, drought, fire or flood, could have an adverse material impact on the economy
within the City, the Electric System and the revenues available for the payment of the 2020 Bonds. Portions of
the Electric System may be at risk of damage or destruction from seismic activity. The City is not required to
maintain earthquake insurance on Electric System facilities under the Indenture, and does not currently
maintain such insurance. See the caption `THE CITY —City Insurance."
The City is located in a seismically active region. Significant faults are located near the City,
including the Newport -Inglewood Fault. There is potential for destructive ground shaking during the
occurrence of a major seismic event. In addition, land along fault lines may be subject to liquefaction during
the occurrence of such an event In the event of a severe earthquake, there may be significant damage to both
property and infrastructure within the City, including the Electric System. The City has an emergency
response plan that would be implemented under such circumstances.
Newer Electric System facilities are designed to withstand earthquakes with minimal damage, as
earthquake loads are taken into consideration in the design of project structures. The impact of lesser
magnitude events is expected by the City to be temporary, localized and reparable. The Electric System has
never sustained major damage to its facilities or experienced extended incidences of service interruptions as a
result of seismic disturbances. All facilities have been designed and constructed in compliance with the City's
construction standards.
The City believes that the risk of damage to the Electric System as a result of wildfires is very low.
See the caption "—Developments Affecting the Power Supply Legislation Relating to Wildfires."
ELECTRIC SYSTEM FINANCIAL INFORMATION
Financial Statements
A copy of the most recent audited financial statements (the "Financial Statements") of the City
prepared by the City's accountant, [Vasquez & Company LLP, Glendale, California] (the "Auditor") is set
forth in Appendix A. The Auditor's letter dated [April 24, 20191 is set forth therein. The Financial Statements
should be read in their entirety. The Auditor has not reviewed or audited this Official Statement.
The summary operating results that are contained under the caption "—Historical Water System
Operating Results and Debt Service Coverage" are derived from the Financial Statements and audited financial
statements for prior Fiscal Years (excluding certain noncash items and after certain other adjustments), and
are qualified in then entirety by reference to such statements, including the notes thereto.
53
The City accounts for moneys received and expenses paid in accordance with generally accepted
accounting principles applicable to public entities ("GAAP`). In certain cases, GAAP requires or permits
moneys that are collected in one Fiscal Year to be recognized as revenue in a subsequent Fiscal Year and
requires or permits expenses that are paid or incurred in one Fiscal Year to be recognized as expenses in a
subsequent Fiscal Year. See Note I to the Financial Statements that are set forth in Appendix A. Except as
otherwise expressly noted herein, all financial information that has been derived from the City's audited
financial statements reflects the application of GAAP.
The Water System of the City is accounted for as within the Vernon Public Utilities Fund, a
proprietary fund type (enterprise fund). In governmental accounting, enterprise funds are used to account for
operations that are financed and operated in a manner similar to private business enterprises, where the intent
is that the costs (expenses, including depreciation) of providing goods or services to the general public on a
continuing basis are to be financed or recovered primarily through user charges, or where periodic
determination of revenues earned, expenses incurred and/or net income is deemed appropriate for capital
maintenance, public policy, management control, accountability or other purposes.
Proprietary funds are accounted for using the "economic resources" measurement focus and the
accrual basis of accounting. Under the accmal basis of accounting, revenues are recognized in the period in
which they are earned while expenses are recognized in the period in which the liability is incurred.
Proprietary funds distinguish operating revenues and expenses from non -operating items. Operating
revenues, such as charges for services, result from exchange transactions associated with the principal activity
of the fund. Exchange transactions are those in which each party receives and gives up essentially equal
values. Non -operating revenues, such as subsidies and investment earnings, result from non -exchange
transactions or ancillary activities. Operating expenses include the cost of sales and services and
administrative expenses. All expenses which do not meet this definition (other than depreciation, a non -cash
item which is not reflected in this Official Statement) are reported as non -operating expenses.
Retail Energy Sales
The number of customers (based on meters), retail kWh sales and revenues derived from retail sales,
by classification of service, and peak demand during each of the last five Fiscal Years are listed below. The
City's customer mix is primarily large and small industrial businesses, with large industrial customers
(monthly demand over 500 KW) comprising approximately 62.3% and small industrial customers (monthly
demand of 500 KW or less) comprising approximately 36.4% of the total revenues from retail sales for Fiscal
Year 2019.
54
CITY OF VERNON ELECTRIC SYSTEM
Customers, Retail Sales, Revenues and Demand
Fiscal Years Ended Jane 30
2015 2016 2017 2018 2019
NumberofCustomers:
Residential(') 28 74 74 74 74
Small Industrial 1,205 1,210 1,210 1,218 1,223
Large Industrial 558 555 539 531 524
Other 96 95 93 93 94
Total Customersln 1,887 1,934 1,916 1,916 1,915
Bilouwa Hour Retail Sales (in Millions):
Residential 0.2 0.3 0.4 0.3 0.3
Small Industrial 379.1 380.8 371.4 379.6 375.9
Lunge Industrial 738.3 723.6 713.1 687.8 685.6
Other 10.8 10.0 IR3 10.3 11.1
Total kWh Retail Sales 1,1 88.4 1,1 44.7 1,095.2 1,078.0 1,072.8
Rereauesfrom Remd Sale ofEmergy ($000's)
Residential $ 17 $ 38 $ 45 $ 36 $ 35
Small Industrial 55,164 59,013 59,123 62,112 62,278
Large Industrial 92,412 92,159 93,742 93,675 93,048
Other 1919 ,890 1958 2101 �174
Total Rerenuesfrom Retail Sale ofEnmgytrl $149,512 $153,090 $154,869 $157,923 $157,535
Peak Retail Demand(MWs) 191.0 194.0 190.8 184.1 182.8
Ot Increase in Fiscal Year 2016 reflects contraction of housing development within the City.
in Some businesses have more than one teeter. The City considers each meter to be a customer.
(n Excludes 2.95% AB 1890 public benefit surcharge paramount to Section 385 of the California Public Utilities Cade and
ECABF, as well as the previously levied fuel cost adjusmment billing factor. See the caption "THE ELECTRIC SYSTEM —
Electric Rates —Energy Cost Adjustment Billing Factor."
Source: City.
Available Cash
As of January 31, 2020, the Electric System had approximately $L_] million in available cash
reserves, including approximately $L_J million in reserves that are c niffly allocated to future capital
projects but can be reallocated to other purposes in the City's discretion amounts and amounts on deposit in the
Expense Stabilization Fund. See the caption "SECURITY AND SOURCES OF PAYMENT —Expense
Stabilization Fund." This amount is equivalent to approximately L] days of Operation and Maintenance
Expenses.
Summary of Operating Results
A summary of historical revenue, expenses, and debt service coverage for the City's Electric System
for the last five Fiscal Years is shown in the following table. This sunmiary was prepared by the City from
information derived from its audited annual financial statements. The summary below presents the calculation
of Net Revenues and Debt Service coverage based upon the flow of funds required under the Indenture and not
in accordance with GAAP as used in the preparation of the City's financial statements for the Electric System.
In accordance with the Indenture, depreciation, amortization and other non -cash items are not included in
Operation and Maintenance Expenses.
:b]
CITY OF VERNON ELECTRIC SYSTEM
Historical Revenues, Expenses and Debt Service Coverage Under Indenture(1m)
Fieraf Fe4r E."June30
2015
2016
2617
2018
2019
Rove
Elmore Sales —Remit
$150,962,682
1153,019y37
$153,683,228
$154,792,355
$158,943,637
Fuel Cost Adustmem
1,531,421
230,264
1,016,141
1,204,680
4,708,658
VPU Credit"
-
-
-
-
(7,505,748)
Tianamission Re cmto
1,707,056
2,571,606
2,645,901
2,844,994
2,401,176
mvesmaent lncom14)
748,989
280,456
332,982
1,151,127
1,532,262
Nomitecmring Ncome(l.ess)<^
15,79SN8
847,M6
-
1,121,763
12,824
witbdrewal hoM(Depasit m) Expwse
(b669,000)
(3,500,000)
2,400,000
9,300,000
7,400,000
StabRintion Ford
RECAP"
10,600,396
7,473,592
11,780,337
7,715,544
6,794,373
Othcen
5695347
5,791.632
5,386.390
5,669,963
7756839
Total Revenuers
5180,375,N9
$166,714,833
$IV,2M,9]8
$183,800,427
$182,044,521
Operation and Maintenance Expemes
Fuel's' S 1,041,478 $ 962,839 $ 2,420.05 $ 2,895,W5 $ 7,773,825
Renewable Energy°' 18,593,517 9,447,0B 12,603,8]] 13,879,758 10,516283
E.,,o- 44,349,871 52,050,305 63,889251 57,897,096 55,967,414
City Allocated Administrative Cosmo° 3,018,677 3,018,677 3,018,677 3,018,677 3,018,677
othd'n 26398U4 30864283 24291.552 30.123.626 3582MI9
Total Opmation and Maintenance Expenssa $ 93,,1M,167 $ 96243,107 $106228,431 $107,814,133 $113,101,719
Net Revenues Available for Debt Servic&, $ 86,973,632 S 70,471,726 $ 71,021,547 S 75,986294 S 69,939,803
Debt Service $ 57,089,197 $ 53223,484 $ 44245,160 $ 45,312,321 $ 4],3]9,349
Debt Service Coverage Ratio 1.52 1.32 1.61 1.69 1."
Debt Service Coverage Rion (Excluding L64 1.39 155 1,47 1.30
Withdranals from/(Deposit la) Expense
Stabdin6on Food
Net Revenues Remaining After Debt Serrice $ 29,884,435 $ 17,248742 $ 26,776,387 $ 30,637,973 $ 21,50,454
Totals may mi add due to mundmg.
Excludes ftmiation, amoniation and other non -cash items from Operation and Maintenance Expenses.
ai Reflects a 5%credit to customm uds a program to off st an increase in vie City's user utility mx. Ibe credit is expected to be reduced to
2%in Fiscal Year 2020 ad discontinued thereafter.
m Does not include amortized gam (loss) on investmena m increase (decrease) in fair madoot value of investments. Investment income
reeding to the Authority is reflected in the Fuel are item.
ca Includes legal settlement and sale ofemission credits.
so See the caption "THE ELECTRIC SYSTEM —Electric Rates— Renewable Enngy Cost Adjustment Billing Factm."
rn Includes pmcrds o172.85%AB 18W public benefit surcharge. See We caption'THE ELECTRIC SYSTEM —Electric Rmes-1' real."
or Includes costs associated with normal gas purchased under the Supply Agreement. Increase in Fiscal Year 2019 reflects,
w Includes costs associated with renewable energy.
r'w Rryresema am mossy purchases and wholesale sales and capacity sales(including the PFTA and Hem. Comma fro Dill ces).
r" s Represents costs marred by the City for City smices bone@ting the Electric System.
s'a Include, among other things, transmission calm grid management charges, ancillary services, FERC fees, maintenance service contracts
and other Electric System administrative expenses.
Bell" debt service m Parity I]blignions, including nos payments on previously outsmding moment ate swap transactions which were
terminated or 2015.
Source: City ofvomran.
Projected Operating Results and Debt Service Coverage
Set forth below are the City's projections of Revenues, Operation and Maintenance Expenses and
Debt Service coverage of the Electric System (calculated in accordance with the Indenture) for the current and
next four Fiscal Years. The projected operating results are based on the City's load forecasts, its estimated
costs of power Bud other operating and non -operating expenses. Except for actual expenses to date for the
current Fiscal Year, the City has forecasted such other operating and non -operating expenses taking into
consideration the Electric System's historical costs and trends, projected load growth and inflation. The
summary below presents the calculation of Net Revenues and Debt Service coverage based upon the flow of
56
funds required under the Indenture and not in accordance with GAAP. In accordance with the Indenture,
depreciation, amortization and other non -cash items are not included in Operation and Maintenance Expenses.
Certain assumptions have been made by the City in the development of the forecasts, including the
assumptions which are set forth in the foomotes to the below table. Among the assumptions made by the City
are the following:
1. [Economic activity by businesses within the City is assumed to remain constant].
2. [The ECABF included in customers' bills includes fuel costs and embedded energy costs of
the City in excess of $7.50, including certain costs associated with the Gas Supply Purchase
Agreement].
3. [Renewable power costs in excess of market power will be included in customers' bill as a
RECAF].
4. Renewable energy resources are assumed to serve [_] % of City load over the projection
period at an estimated cost of $(_] per MWh.
5. [Fuel costs are net of sales of gas sold under the Sale Contract. See the caption "ELECTRIC
SYSTEM OBLIGATIONS —Gas Supply Agreements."]
6. [Fuel and energy cost forecasts are based upon published forward pricing for natural gas and
SP-15 energy as of _ 20_.]
While the City believes that the above assumptions are reasonable, there can be no assurance that the
assumed conditions will in fact occur. The City's projections may be affected (favorably or unfavorably) by
unforeseen future events which could cause actual results to differ materially from those presented below.
Therefore, the results projected in the following table cannot be assured.
57
CITY OF VERNON ELECTRIC SYSTEM
Projected Revenues, Expenses and Debt Service Coverage Under Indenture(')
Raseens
Electric Sales—ReWPO'
ECABF4'
Wulconfen
Trmama mRevmu2a
Invesnnent bcomero
Non-Racuning Inume(Luss)
Withdrawal fiom/(Depent m) Expense
Stabdiation Ford
RECAPO
Other'"'
Total Revenues
Operation and Maintenance Expenses
Foul Fear End(ngJ 30
2020n 2021 2022 2923 2024
$176,843,831
4,325,142
(3,536,877)
2,593,667
1.000.000
Rilt90nrr.
S180,314,SC0 $177,723,263 $18 ,154,359 $190,813,954
4,426,888 4,426,888 4,426,988 4,426,988
2,645,540 2,698,451 2,752,420 2,807,468
I,W0,000 I,WO,WO I,"," I,W0,000
7301,624 11,808,507 11,563,632 11,606,353 10,3641938
7579179 7,791228 6,820454 7012.537 6811288
$1 RID5,566 $2W,986,]04 $20g232,687 $210,952557 $216,224,536
Fuelon
$ 7,710,24(1
$ 11,756,643
$ 20,722,291
$ 20,098,210
$ 20315,164
Renewable Energy'O
10,801,624
I t,081,590
10,955,838
12,013,856
12,414,791
Energy',
73,675,290
73,770,355
73,340,650
75,2/9,233
75,551,370
City Allocated Adminisnxti.e Censor
3,09,051
3,M,632
3,203,444
3,267,513
3,332,863
Other"^
44063685
42,024288
43,488.696
44.858.830
47.002171
Total Operation and Maintenance Expenses
$139329,886
$141,773,5W
$151,710,919
$155,519,642
$158,616,360
Net Revenuer Avaifble for Debt Serviee
$ 58,776,680
$ M,213,196
$ 52,521,768
S 55,432,915
$ 57,608,176
Debt Smvic2's"
$ 42,703,025
$ 46,844,856
$ Q,%6,086
$ 41,713,999
$ 41,716,568
Debt Service Coverage Rafid
1.38
1.41
1.28
133
138
Debt Service Coverage Ratio (Excluding
1.33
lAl
1,28
1.33
1.38
Withdrawals fromt(De,a sit to) Expeaae
Stabxration Food
Net Revenues Remaffg Aker Debt Service S 16,073,655 $ 19368,340 $ 11,555,683 $ 13,719,916 $ 15,891,608
'n Foods may not add due to standing.
p' Ramn pojected Fiscal Year 2020 results.
to Reflects adapted increases in Electric System mace averaging approximately 0.8% in Fiscal Year 2020, 1.9 % in Fiscal You 2021, 4Ya in
Fiscal Year 2022 and 4%in Fiscal Year 2MI Also reflects an additional one mcreare averaging approximately L-1%in Fiscal Your 2024
which has not yet been approved by the City Council, There can be no assurance that the City Council will inplenent the rate bcrense that
is projected fon Fiscal Year 2M4 in that the City Cauvcil will not make harbor adjusmtmta an moue that have correctly bum adopted-
(4) Previously called Fuel Cast Adjustrcent Projected to increase by approximately 2.35% per armmn to Fiscal Year 2021 and to remain
onstantthereaRer See the caption'TFBE ELECTRICSYSTEM�EIaaic Race—Enegy Cost Adjuammt Billing F race."
in
Reflects a 2% credit to c usmmere under a program to offset an increase In the City's usxr utility ter. The credit is expected to be
discontinued after Fiscal Year 20M
an Projected to increase by approximately 2%per anmm�.
n Projutted to remain constant at Fiscal Your 2020 mount.
an See the caption "FFIE ELECTRIC SYSTEM —Electric Rates —Renewable Energy Cost Adjustment Billing Factor." Increase in Fiscal
Year 2021 reflects(-1.
m Includes proceeds of 2.95% AB 1890 public benefit surcharge. Sce the caption MOLE ELECTRIC SYSTEM —Electric Rats-0aaaal."
Rodetts City projections.
on Iucreasa reflect exptrati® of natural gas Purchase Agreement in Fiscal Year 2021. See the caption "ELECTRIC SYSTEM
OBLIGATIONS —Gres Supply Ageemmts."
on Reflecb City projections.
'an Reflects City Projections.
(in Represents meta mtici eel in be bcurted by the City for City service bmefinio, the Electric Syat®. Projected to increase by
approximately 2%Fe am.
On Includes, among other things, transmission wam, and managemm, charges, ancillary, services, FERC fees, n miteence service cmuacu
and other Electric System administrative expense. Reflects City projections.
an Assume the defesmce of the Bonds described under the caption `PLAN OF FINANCE—Refianding Plan" on no aboul the data of
sce ofbe on 2020 Barrels.
Source:City.
Pvloaiow, subject to change.
58
FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY
Federal Policy on Cybersecurity
On February 13, 2013, then -President Obama issued an Executive Order entitled `Improving Critical
Infrastructure Security" (the "Executive Order'). Among other things, the Executive Order called for
improved information sharing and processing of security clearances for owners and operators of critical
infrastructure. The Executive Order further required the Secretary of Commerce to direct the National institute
of Standards and Technology ("NIST') to lead the development of a framework (the "Framework') to reduce
cyber risks to critical infrastructure. NIST released the first version of the voluntary Framework on February
12, 2014. MIST has indicated that it intends for the Framework to continue to be updated and improved as the
security industry provides feedback on implementation. NIST finalized the second version of the Framework
in April 2018.
The Cybersecurity Information Sharing Act of 2015 was signed into law on December 18, 2015 as
part of the year-end Omnibus Appropriations Act It creates an industry -supported, voluntary cybersecurity
information sharing program that will encourage both public and private sector entities to share cyber-related
threat information.
Federal Energy Legislation
Energy Policy Act of 2605. Under the federal Energy Policy Act of 2005 ("EPAct 2005"), FERC was
given refund authority over publicly owned utilities if they sell electrical energy into short-term markets, such
as that controlled by the CAISO, and sell eight million MWhs or more of electric energy on an annual basis.
In addition, FERC was given authority over the behavior of market participants. Under FERC's authority, it
can impose penalties on any seller for using a manipulative or deceptive device, including market
manipulation, in connection with the purchase or sale of energy or of transmission service. The Commodity
Futures Trading Commission also has jurisdiction to enforce certain types of market manipulation or deception
claims under the Commodity Exchange Act,
EPAct 2005 authorized FERC to issue permits to construct or modify transmission facilities located in
a national interest electric transmission corridor if FERC determines that the statutory conditions are met.
EPAct 2005 also required the creation of an electric reliability organization (an "ERO'l to establish and
enforce, under FERC supervision, mandatory reliability standards (the "Reliability Standards") to increase
system reliability and minimize blackouts. Failure to comply with such Reliability Standards exposes a utility
to significant fines and penalties by the ERO.
NERC Reliability Standards. As described above, EPAct 2005 required FERC to certify an ERO to
develop mandatory and enforceable Reliability Standards, subject to FERC review and approval. The
Reliability Standards apply to users, owners and operators of the Bulk -Power System, as more specifically set
forth in each Reliability Standard. On February 3, 2006, FERC issued Order 672, which certified the North
American Electric Reliability Corporation ("NERC') as the ERO. Many Reliability Standards have since
been approved by FERC. Such standards pertain not only to the planning, operations and maintenance of
Bulk -Power System facilities, but also to the cyber and physical security of certain critical facilities.
The ERO or the entities to which NERC has delegated enforcement authority through an agreement
approved by FERC (the "Regional Entitles") may enforce the Reliability Standards, subject to FERC
oversight, or FERC may independently enforce them. Potential monetary sanctions include fines of up to $1
million per violation per day. FERC Order 693 further provided the ERO and Regional Entities with the
discretion necessary to assess penalties for such violations, while also having discretion to calculate a penalty
without collecting the penalty if circumstances warrant.
59
Federal Regulation of Transmission Access
EPAct 2005 authorized FERC to compel "open access" to the transmission systems of certain utilities
that we not generally regulated by FERC, including municipal utilities if the utility sells more than four million
MWhs of electricity per year. Under open access, a transmission provider must allow all customers to use the
system under standardized rates, terms and conditions of service.
FERC Order No. 888 requires the provision of open access transmission services on a
nondiscriminatory basis by all "jurisdictional utilities" (which, by definition, does not include municipal
entities like the City) by requiring all such utilities to file Open Access Transmission Tariffs ("OATU).
Order No. 888 also requires "non jurisdictional utilities" that purchase transmission services from a
jurisdictional utility under an open access tariff and that own or control transmission facilities to provide open
access service to the jurisdictional utility under terms that are comparable to the service that the non -
jurisdictional utility provides to itself Section 211A of EPAct 2005 authorizes, but does not require, FERC to
order unregulated transmission utilities to provide transmission services. Specifically, FERC may require an
unregulated transmitting utility to provide access to its transmission facilities: (1) at rates that are comparable
to those that the unregulated transmitting utility charges to itself, and (2) on terms and conditions (not relating
to rates) that are comparable to those minder which the unregulated transmitting utility provides transmission
services to itself which are not unduly discriminatory or preferential.
On February 16, 2007, FERC issued Order 890, which concluded that reform of its pro forma OATT
was necessary to reduce the potential for undue discrimination and provide clarity in the obligations of
transmission providers and customers. Significantly, in Order 890, FERC stated that it will implement its
authority under Section 211A with respect to unregulated transmitting utilities on a cam -by -case basis and
retain the current reciprocity provisions.
On July 21, 2011, FERC issued Order 1000, which among other things requires public utility
(jurisdictional) transmission providers to participate in a regional transmission planning process that produces
a regional transmission plan and that incorporates a regional and inter -regional cost allocation methodology.
Further, FERC stated that it has the authority to allocate costs to beneficiaries of transmission services, even in
the absence of a contractual relationship between the owner of the transmission facilities and the beneficiary.
Under EPAct 2005, FERC may not require municipal utilities to join regional transmission organizations, in
which participating utilities allow an independent entity to oversee operation of the utilities' transmission
facilities. FERC has stated, however, that FERC expects such utilities to participate in the regional processes
for transmission planning and that FERC will pursue associated complaints against such utilities on a
case -by -case basis.
Other Federal Legislation
Congress has considered and is considering numerous bills addressing domestic energy policies and
various environmental matters, including bills relating to energy supplies and development (such as a federal
energy efficiency standard and expedited permitting for natural gas drilling projects), cybersecurity, reducing
regulatory burdens, climate change and water quality. Many of these bills, if enacted into law, could have a
material impact on the City and the electric utility industry generally. In light of the variety of issues affecting
the utility sector, federal energy legislation in other areas such as reliability, transmission planning and cost
allocation, operation of markets, enviromn oral requirements and cybersecurity is also possible. The City is
unable to predict the outcome or potential impacts of any possible legislation on the City at this time.
Environmental Issues
General. 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
GStI
and procedures. Consequently, there is no assurance that any Electric System facilities or projects will remain
subject to the laws and regulations currently in effect, will always be in compliance with future laws and
regulations or will always be able to obtain all required operating permits. In addition, the election of new
administrations, including the President of the United States, could impact substantially current environmental
standards and regulations and other matters described herein. The inability to comply with environmental
standards could result in, for example, additional capital expenditures, reduced operating levels or the
shutdown of individual units which are not in compliance. In addition, increased environmental laws and
regulations may create certain barriers to new facility development, may require modification of existing
facilities and may result in additional costs for affected resources.
Greenhouse Gas Regulations Under the Clean Air Act. The United States Environmental Protection
Agency (the "EPA") has taken numerous steps to regulate GHG emissions under existing law. In 2009, the
EPA issued a final "endangerment finding," in which it declared that the weight of scientific evidence required
a finding that six identified greenhouse gases, namely, carbon dioxide, methane, nitrous oxide,
hydrofiuorocarbons, pertluorocarbons and sulfur hexafiuoride, cause global warming, and that global warming
endangers the public health and welfare. The final rule for the "endangerment finding" was published in the
Federal Register on December 15, 2009. As a result of this finding, the EPA determined that it was authorized
to issue regulations limiting carbon dioxide emissions from, among other things, motor vehicles and stationary
sources, such as electric generating facilities, under the federal Clean Air Act. The EPA subsequently issued
the `Tailoring Rule," published in the Federal Register on brae 3, 2010, which regulates greenhouse gas
emissions from large stationary sources, including electric generating facilities, if the sources emit more than
the specified threshold levels of tons per year of carbon dioxide. Under the Tailoring Rule, large sources with
the potential to emit in excess of the applicable threshold were to be subject to the major source permitting
requirements under the Clean Air Act, including the EPA's Prevention of Significant Deterioration ("PSD")
permit program and its Title V operating permit program Permits would be required in order to construct,
modify and operate facilities exceeding the emissions threshold. Examples of such permitting requirements
include, but are not limited to, the application of Best Available Control Technology ("BACT") for
greenhouse gas emissions and monitoring, reporting and recordkeeping for greenhouse gases.
Legislation and joint disapproval resolutions were subsequently introduced in the United States
Congress seeking to repeal the EPA's endangerment finding or otherwise prevent the EPA from regulating
greenhouse gases as air pollutants. The endangerment finding and the Tailoring Rule were also challenged in
court, but were upheld on June 26, 2012 in a decision by the United States Court of Appeals for the District of
Columbia Circuit (the "D.C. Circuit Court') in Coalition for Responsible Regulation, Inc., et al. v. EPA. A
petition for rehearing was denied on December 20, 2012. In October 2013, several petitions for review
relating to these findings were consolidated in the United States Supreme Court (the "U.S. Supreme Court")
case Utility Air Regulatory Group v. EPA, dealing with the issue of whether the EPA permissibly determined
that its regulation of GHG emissions from new moor vehicles triggered permitting requirements under the
Clean Air Act for stationary sources that emit GHGs. On June 23, 2014, the U.S. Supreme Court issued its
decision in the Utility Air Regulatory Group v. EPA case. In the decision, the U.S. Supreme Court invalidated
substantial portions of the Tailoring Rule, which purported to modify the emissions thresholds set forth in the
Clean Air Act (governing when PSD and Title V permitting would be triggered) to account for GHGs, while
preserving various aspects of the EPA's ability to regulate GHG emissions from most new major sources. The
decision holds that, fur facilities that are otherwise subject to PSD permitting obligations (by virtue of their
emissions of conventional pollutants), the EPA may regulate GHGs from those facilities through the PSD
BACT standards (without approving the EPA's current approach to BACT regulation of GHGs, or any other
approach that may be adopted).
On September 20, 2013, the EPA proposed establishing new source performance standards limiting
carbon dioxide emissions from fossil -fuel fired electric generating units. The EPA stated that the proposed
standards would apply only to new facilities, not reconstructed or modified facilities. A proposed rule for new
power plants was published in the Federal Register on January 8, 2014 for public comment. At the close of the
61
comment period on May 9, 2014, the EPA had received approximately two million comments on the proposed
rule.
On June 2, 2014, the EPA concurrently released both its "Clean Power Plan' proposal for existing
power plants and its proposed revised standards for modified or reconstructed power plants. The proposed
rules for existing, modified and reconstructed power plants were published in the Federal Register on June 18,
2014; comments on the proposed mles were accepted until December I, 2014 and October 16, 2014,
respectively.
On August 3, 2015, then -President Obama and the EPA announced the final version of the Clean
Power Plan for existing power plants. The EPA further released its final new source performance standards for
emissions of carbon dioxide for newly constructed, modified and reconstructed power plants. As discussed
below, however, implementation of the Clean Power Plan is currently stayed and the EPA bas issued a notice
of proposed mlemaking that proposes to repeal the Clean Power Plan.
The final version of the Clean Power Plan was designed to reduce carbon dioxide emissions from the
power sector by an average of 32% from a 2012 baseline nationwide by 2030. Under the final mle, the EPA
would set different interim and final emissions targets for each state based on overall carbon dioxide emissions
and the amount of electricity generated in the sate and greater regional cooperation was encouraged. In
addition, sates were to have until September 2016 to design their sate implementation plans to reach the
emissions target or could request an extension until September 2018 either alone or in cooperation with other
states while working on multi -sate plans.
Under the Clean Power Plan, states could choose between two plan types in order to comply with the
program: a source -based "emission standards" plan type, including source -specific requirements ensuring that
all affected power plants within the sate meet their required emissions performance rates or state -specific rate -
based or mass -based goal, and a "state measures" plan type, including a mixture of measures implemented by
the state, such as renewable energy standards and programs to improve residential energy efficiency, that
would result in affected power plants meeting the state's mass -based goal. In both cases, states would have to
demonstrate that their plan would meet the carbon dioxide emission performance rates, the sate rate -based
goal or the state mass -based goal by 2030. Interim standards were to be phased in from 2022 to 2029 prior to
the final standards being reached in 2030.
Progress toward meeting the target rates could be measured in one of three ways: (i) a rate -based state
emissions goal measured in pounds per MWh; (ii) a mass -based state emissions goal measured in total short
tons of carbon dioxide; and (iii) a mass -based state goal with a new source complement measured in total short
tons of carbon dioxide. Under the mle, state emission targets could be met in a combination of ways, with
emissions targets set based on three "building blocks" identified by the EPA as reflecting a "Best System of
Emissions Reduction," which could include improved efficiency at power plants, switching generation from
higher -emitting coal to lower -emitting natural gas and shifting generation to gem -emitting renewable or
nuclear energy. In the event that a state failed to develop a satisfactory implementation plan, the EPA could
impose a federal implementation plan instead.
On August 2, 2016, California became the fast state in the country to release to the public a draft of its
state implementation plan. A public hearing on the dmft state implementation plan was held by CARB on
September 22, 2016. Under the draft state implementation plan for California, CARB used the "state
measures" approach, applying the mass -based state emissions limit for the total affected power plants and
proposed to use the state cap -and -trade program as its state measure. CARR has thus far adopted mandatory
reporting regulation changes that would account for emissions reporting under the Clean Power Plan. See the
caption '"THE ELECTRIC SYSTEM —Developments Affecting the Power Supply —Assembly Bill 32 -
Global Warming Solutions Act."
62
Concurrently with the release of the final Clean Power Plan for existing power plants, on August 3,
2015, the EPA also released standards to limit carbon dioxide emissions from new, modified and reconstructed
power plants. These new final carbon pollution standards would apply to: (i) any newly constructed fossil
fuel -feed power plant that commenced construction on or after January 8, 2014; (n) existing power plants
subject to modification, which would include a physical or operational change that increased the source's
maximum achievable hourly rate of emissions, which modification occurred on or after June 18, 2014; and
(iii) reconstructed power plants, which would include any unit on which the replacement of components
occurred on or after June 18, 2014 and to such an extent that the fixed capital costs of the new components
exceeds 50% of the fixed capital costs that would be required to construct a comparable entirely new facility.
In the final standards, the EPA established separate standards for two types of fossil fuel -fired sources:
(a) stationary combustion turbines, generally firing natural gas; and (b) electric utility steam generating units,
generally firing coal. The new standards reflect the degree of emissions limitation achievable through the
application of the "Best System of Emissions Reduction," that the EPA determined had been adequately
demonstrated for each type of unit.
Under the final standards, new and reconstructed baseload natural gas -fired electricity generating units
would be required to meet an emissions limit of 1,000 pounds of carbon dioxide per MWh. Non -base load
units would need to meet a clean fuels input -based standard. New coal-fired facilities would be required to
meet an emissions limit of 1,400 pounds of carbon dioxide per MWh-gross. Coal -feed electricity generating
units subject to modifications resulting in an increase of hourly carbon dioxide emissions of more than 10%
relative to the emissions of the most recent five years from that unit would be required to meet a unit -specific
emission limit consistent with the unit's best historical annual carbon dioxide emissions rate since 2002. Such
standard would be in the form of an emissions limit in pounds of carbon dioxide per MWh on a gross -output
basis. Reconstructed coal-fired power plants with a heat input of greater than 2,000 MMBtus per hour would
be required to meet an emissions limit of 1,800 pounds of carbon dioxide per MWh-gross. Smaller coal-fired
units would be required to meet an emission limit of 2,000 pounds of carbon dioxide per MWh-gross. These
emissions limits were based on the use of the most efficient generating technology at the effected source.
The final Clean Power Plan and the carbon pollution standards for new, modified and reconstructed
power plants were to become effective on October 23, 2015; the carbon pollution standards for existing power
plants became effective on December 22, 2015. A number of lawsuits were subsequently filed challenging the
final rules and seeking to prevent the EPA from moving forward to implement the Clean Power Plan. On
October 23, 2015, a group of 24 state attorneys general filed an action in the D.C. Circuit Court seeking a stay
of the Clean Power Plan deadlines while its legality was reviewed by the courts. Additional legal and
legislative challenges were filed and then consolidated into one case by the D.C. Circuit Court (Stale of Wert
Virginia, at al.. v. EPA). On January 21, 2016, the D.C. Circuit Court denied the request for stay of
implementation of the Clean Power Plan and a number of applications for stay were made to the U.S. Supreme
Court by parties challenging the Clean Power Plan. On February 9, 2016, the U.S. Supreme Court granted the
emergency stay applications filed by opponents of the Clean Power Plan. The orders issued by the U.S.
Supreme Court prevented the EPA from implementing the Clean Power Plan not only until the D.C. Circuit
Court issued a judgment on its legality, but also until the U.S. Supreme Court reviewed an expected appeal of
that ruling. Oral arguments in the case were heard on September 27, 2016 by a panel of ten judges serving on
the D.C. Circuit Court; however, consideration is currently on hold at the request of the Trump Administration.
President Trump issued an Executive Order on March 28, 2017 that directed the EPA to review, revise
or repeal the Clean Power Plan and other rules. The Justice Department filed two court motions to hold the
litigation in abeyance while the EPA took action to rescind or revise the two rules. On October 10, 2017, the
EPA issued a notice of proposed ndemaldng that proposed to repeal the Clean Power Plan. The notice of
proposed mlemaking was published in the Federal Register on October 16, 2017. On December 18, 2017, the
EPA Administrator released an advance notice of proposed rulemaking seeking input on the best way, if any,
to regulate power plant greenhouse gas emissions, initiating the formal process to explore a potential Clean
Power Plan replacement. The advance notice of proposed rulemaldng was published in the Federal Register on
63
December 28, 2017. The proposed repeal of the Clean Power Plan has been challenged by a number of
attorneys general and certain environmental groups. On August 21, 2018, the EPA released its proposed
"Affordable Clean Energy" rule that would replace the 2015 Clean Power Plan. It seeks to establish emission
guidelines for states to develop plans to address emissions from existing coal-fired power plants by defining
the "best system of emission reduction" as on -site, heat -rate efficiency improvements, providing states with a
list of "candidate technologies" that could be used to establish performance standards, updating EPA's New
Source Review permitting program to incentivize efficiency improvements and existing plants and aligning
Section 111(d) of the Clean Air Act with general implementing rules to provide states more time and
additional flexibility to develop state plans.
The City is unable to predict at this time the outcome of any ongoing legal challenges to EPA
mlemaking with respect to GHG emissions. Further, given the uncertainty regarding the status of the Clean
Power Plan and ongoing review of the recently released proposed replacement rile, it is zoo early to determine
the effect that any final rules promulgated by the EPA regulating GHG emissions from electric generating
units will have on the Electric System.
Air Quality — National Ambient Air Quality Standards. The Clean Air Act requires that the EPA
establish National Ambient Air Quality Standards ("NAAQS") for certain air pollutants. When a NAAQS has
been established, each state must identify areas in its state that do not meet the EPA standard (known as "non -
attainment areas") and develop regulatory measures in its state implementation plan to reduce or control the
emissions of that air pollutant in order to meet the applicable standard and become an "attainment area."
The EPA periodically reviews the NAAQS for various air pollutants and has in recent years increased,
or proposed to increase, the stringency of the NAAQS for certain air pollutants. The EPA revised the NAAQS
for particulate matter on December 14, 2012, the NAAQS for sulfur dioxide on June 22, 2010 and the NAAQS
for nitrogen dioxide on February % 2010, and in each case made the NAAQS more stringent. Based on the
revised standards for particulate matter, nitrogen dioxide and sulfur dioxide, some areas may be designated as
non -attainment. On December 18, 2014, the EPA issued a find rule making initial area designations for the
2012 NAAQS for fine particulate matter ("PM2.5"), designating 14 areas in six states as non -attainment,
including areas of California These PM2.5 designations became effective on April 15, 2015. These
developments may result in stringent permitting processes for new sources of emissions and additional state
restrictions on existing sources of emissions, such as power plants. On September 2, 2011, then -President
Obama directed the EPA to withdraw a proposal advanced by the EPA to lower the NAAQS for ozone. As a
result of this withdrawal, the EPA resumed the process of issuing non -attainment designations for the ozone
NAAQS under the standard set in 2008.
On April 30, 2012, the EPA issued ozone non -attainment designations for certain areas in California.
Additional non -attainment areas for ozone have been and may continue to be designated. On May 29, 2013,
the EPA proposed a mle to implement the 2008 ozone NAAQS. While implementing the 2008 ozone
NAAQS, the EPA confined its review of this standard. In January 2014, the EPA released draft risk and
exposure assessment documents and a draft policy assessment document relating to this review. In addition,
the U.S. Supreme Court found in its review of EPA v. EME Homer City Generation, LP that the EPA has
authority to impose a cross -state air pollution rule which curbs air pollution emitted in upwind states to
facilitate downwind attainment of three NAAQS.
On November 26, 2014, the EPA proposed to strengthen the stringency of the NAAQS for ozone by
lowering the existing ozone standard of 75 parts per billion (`ppb") to between 65 and 70 ppb, although the
EPA also sought public comment on a standard as low as 60 ppb. On October 1, 2015, the EPA issued its final
rule, lowering the ozone standard to 70 ppb. The final mle was to become effective on December 28, 2015;
however, the Trump Administration delayed the designations. Legal challenges to the final rule have been
filed by a number of states and industry groups. Parties to long -pending legal challenges (now a consolidated
case) filed a joint motion before the D.C. appellate tour on August 22, 2018, agreeing that the case (Murray
64
Energy Corporation v. EPA) should be scheduled for oral arguments and jointly proposed a format and time
allocation for oral arguments. The litigation is pending.
Mercury and Air Tonics Standards. On December 16, 2011, the EPA signed a mle establishing new
standards to reduce air pollution from coal- and oil -fired power plants under sections I I I (new source
performance standards) and 112 (taxies program) of the Clean Air Act. The final rule was published in the
Federal Register on February 16, 2012. The EPA updated the Mercury and Air Taxies Standards (the
"MATS") emission limits on November 30, 2012 and again on March 28, 2013. Under section 1 I of the
Clean Air Act, the MATS rule revised the standards that new and modified facilities, including coal- and oil-
fired power plants, must meet for particulate matter, sulfur dioxide, and nitrogen oxide. Under section 112, the
MATS set new taxies standards limiting emissions of heavy metals, including mercury, arsenic, chromium and
nickel; and acid gases, including hydrochloric acid and hydrofluoric acid, from existing and new power plants
larger than 25 MW that bum coal or oil. Power plants would have up to four years to meet these standards.
While many plants already meet some or all of these revised standards, some plants would be required to
install new equipment to meet the standards.
On November 25, 2014, the U.S. Supreme Court agreed to review the MATS following the filing of
petitions for writ of certiorari from 23 states and industry groups. On June 29, 2015, the U.S. Supreme Court
issued its decision in the case, finding that the EPA interpreted the Clean Air Act improperly because it did not
consider the costs of emissions reductions prior to crafting the MATS and remanded the case back to the D.C.
Circuit Court. On December 15, 2015, the D.C. Circuit Court determined to leave the MATS in place while it
is being revised on remand as ordered by the U.S. Supreme Court. The EPA issued a final finding on April 14,
2016. In April 2017 the Trump Administration requested that the D.C. Circuit Court delay oral arguments that
were to be held in May 2017 challenging the MATS.
Effluent Limitations Guidelines and Standards. On Jane 7, 2013, the EPA proposed to set
technology -based effluent limitations guidelines and standards for metals and other pollutants in wastewater
discharged from steam electric power plants. The proposal would cover wastewater associated with several
types of equipment and processes, including flue gas desulf lrization, fly ash, bottom ash, flue gas mercury
control and gasification of fuels. The EPA considered best management practices for surface impoundments
containing coal combustion residuals. The EPA proposed four preferred alternatives for regulating wastewater
discharges. The stringency of controls, types of waste streams covered and the costs varied among the four
alternatives. On September 30, 2015, the EPA announced its final Steam Electric Effluent Limitation
Guidelines to update the federal limits on toxic metals in discharge wastewater.
On June 6, 2017, the Trump Administration announced that it was postponing certain compliance
dates in the effluent limitation guidelines and standards for the new, more stringent steam electric point source
category under the Clean Water Act until the EPA completes reconsideration of the 2015 Clean Power Plan, as
discussed under the subcaption "-Greenhouse Gas Regulations Under the Clean Air Act."
Electric and Magnetic Fields. A number of studies have been conducted regarding the potential
long-term health effects of exposure to electric and magnetic fields created by high voltage transmission and
distribution equipment. Additional studies are being conducted to determine the relationship between electric
and magnetic fields 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 electric and magnetic fields concerns may have on
electric utilities, including the Electric System
Other Factors
The electric utility industry in general has been, or in the future my be, affected by a number of other
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 that are discussed above, such
factors include, among others: (a) effects of compliance with rapidly changing environmental, safety,
65
licensing, regulatory and legislative requirements other than those described above (including those affecting
nuclear power plants or potential new energy storage requirements); (b) changes resulting from conservation
and demand -side management programs on the timing and use of electric energy; (c) effects on the integration
and reliability of power supply from the increased usage of renewablm; (d) changes resulting from a national
energy policy, (e) effects of competition from other electric utilities (including increased competition resulting
from a movement to allow direct access or 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, and new facilities for, producing low-cost
electricity; (t) the repeal of certain federal statutes that would have the effect of increasing the competitiveness
of many investor -owned utilities; (g) increased competition from independent power producers and marketers,
brokers and federal power marketing agencies; (h) "self -generation" or "distributed generation" (such as
micraturbines, fuel cells and solar installations) by industrial and commercial customers and others; (i) 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 service from transmission line
projects financed with outstanding tax-exempt obligations; 0) effects of inflation on the operating and
maintenance costs of an electric utility and its facilities; (k) changes from projected future load requirements;
(1) increases in costs and uncertain availability of capital; (m) shifts in the availability and relative costs of
different fuels (including the cost of natural gas and nuclear fuel); (n) 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 the past in California; (o) inadequate
risk management procedures and practices with respect to, among other things, the purchase and sale of energy
and transmission capacity; (p) other legislative changes, voter initiatives, referenda and statewide propositions;
fill effects of the changes in the economy, population and demand of customers within a utility's service area;
(r) effects of possible manipulation of the electric markets; (s) acts of terrorism in cyber-terrorism; (t) natural
disasters or other physical calamities, including, but not limited to, earthquakes, floods and wildfires, and
potential liabilities of electric utilities in connection therewith; and (u) changes to the climate. 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 is unable to predict what impact the above -described factors will have on the business
operations and financial condition of the Electric System, but the impacts 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 legislative and regulatory bodies and other sources
in the public domain, and potential purchasers of the 2020 Bonds should obtain and review such information.
Such information is not incorporated herein by reference.
The City cannot predict at this time whether any additional legislation or Mies will be enacted which
will affect its Electric System's operations, including purchased power, and if such laws or Mies are enacted,
what the costs to the City might be in the future because of such action. The projected operating results which
are set forth under caption "ELECTRIC SYSTEM FINANCIAL INFORMATION —Projected Operating
Results" do not assume significant changes to the Electric System's operations or operating costs.
CONSTMMONAL LEWTATIONS ON TAXES AND FEES
Articles X1DC 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 on November 5, 1996. Proposition 218 added Articles XDIC and XIIm to the State
Constitution. Article XIM 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.
Property -related fees include many utility charges such as water rates but Article XIIID explicitly exempts fees
for the provision of electric service from its provisions. Nevertheless, Imposition 218 could indirectly affect
PV
some municipally -owned electric utilities. For example, to the extent that 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.
For information on the Indenture provisions limiting the City's authority to transfer moneys from the Light and
Power Fund to the General Fund, see the caption "SECURITY AND SOURCES OF PAYMENT —Transfers
to General Fund" and the discussion of Proposition 26 below.
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 State Supreme Court held in Bighom-Desert View Wafer Agency v. Ve4d, 39
CalAth 205 (2006), that the initiative power described in Article XIIIC may apply to a broader category of foes
and charges than the property -related fees and charges governed by Article XMD. 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 provisions 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 XIDC 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 2020 Bonds by virtue of the "impairment of contracts clause" of the United States and State
Constitutions.
Proposition 26 was approved by the voters of the State on November 2, 2010. Proposition 26
amended Articles XIIIA and XBIC of the State Constitution to impose a two-thirds voter approval requirement
for the imposition of certain fees and charges by the State. It also imposes a majority voter approval
requirement on local governments with respect to fees and charges for general purposes and a two-thirds voter
approval requirement with respect to fees and charges for special purposes. The initiative, according to its
supporters, is intended to prevent the circumvention of tax limitations imposed by the voters pursuant to
Proportion 13, approved in 1978, and other measures, such as Proposition 218, through the use of non -tax fees
and charges. Proposition 26 expressly excludes from its scope "a charge imposed for a specific government
service or product provided directly to the payor that is not provided to those not charged, and which does not
exceed the reasonable costs to the local government of providing the service or product." The City believes
that the initiative is not intended to and would not apply to Electric System rates so long as such rates do not
exceed the reasonable costs to the City of providing electric service; however, the City is unable to predict how
Proposition 26 will be interpreted by the courts to apply to the provision of utility services by local
governments such as the electric service provided by the Electric System.
In Citizens for Fair REURotes v. City of Redding, the Court of Appeal of California, Third Appellate
District, held, in an opinion filed January 20, 2015 and modified February 19, 2015, that a municipal utility's
recurring budget transfer from its electric utility fund to its general fund, referred to themin as a payment in
lieu of taxes, constitutes a tax under Proposition 26 unless it can be shown that the transferred amount reflects
the reasonable costs home by the city to provide governmental services to the electric utility. The City of
Redding appealed the decision to the State Supreme Court, which reversed the judgment of the Court of
Appeal on August 27, 2018. The State Supreme Court determined that the budgetary transfer from the City of
Redding electric utility to its general fund is not the type of exaction that is subject to Article XBIC of the
State Constitution. The State Supreme Court reasoned that it is only the City of Redding electric utility rate,
not the payment in lieu of taxes, that is imposed on customers for electric service. The State Supreme Court
concluded that because the total rate revenue of the electric utility was insufficient to cover the electric utility's
uncontested operating expenses (other than the payment to the General Fund) in the years at issue, the
challenged rate did not exceed the reasonable costs of providing electric service, and therefore did not
constitute a tax.
The City normally transfers certain amounts from the Light and Power Fund to the City's General
Fund as discussed under the caption "SECURITY AND SOURCES OF PAYMENT —Transfers to General
Fund," and sets its rates and its budget with the expectation that certain transfers will be made to the City in
67
accordance with the restrictions that are set forth in the Indenture. In the event that General Fond transfers are
further restricted, the City does not believe that any such further restrictions would have a material adverse
effect on the financial position of the Electric System However, any such further restrictions on transfers may
cause the City to evaluate new strategies to generate revenues to fund services provided by the City.
Future Initiatives
Articles XIIIC and XIIID limited the ability of governmental agencies to increase certain fees and
charges. Such articles were adopted pursuant to measures which qualified for the ballot pursuant to the State's
Constitutional initiative process. While the City believes that Articles XHIC and XDiD do not affect the
Electric System's rates and charges so long as the rates do not exceed the reasonable costs to the City of
providing the utility services, from time to time other initiative measures could be adopted by State voters.
The adoption of any such initiatives might place limitations on the ability of the City and its Electric System to
increase revenues.
APPROVAL OF LEGAL PROCEEDINGS
The valid, legal and binding nature of the 2020 Bonds is subject to the approval of Shadling Yocca
Carlson & Routh, a Professional Corporation, acting as Bond Counsel. The form of such legal opinion is
attached hereto as Appendix C, and such legal opinion will be attached to each 2020 Bond. Chain legal
matters will be passed upon for the City by Stradling Yucca Carlson & Rauth, a Professional Corporation, as
Disclosure Counsel, and by the City Attorney, for the Underwriter by its counsel, Chapman and Cutler LLP,
and for the Trustee by its counsel.
LITIGATION
General
At the time of delivery of and payment for the 2020 Bonds, the City will certify substantially to the
effect that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any
court, regulatory agency, public board or body, pending or, to the knowledge of the City, threatened against the
City affecting the existence of the City or the titles of its directors or officers to their respective offices or
seeking to restrain or to enjoin the sale or delivery of the 2020 Bonds, the application of the proceeds thereof in
accordance with the Indenture, or in any way contesting or affecting the validity or enforceability of the 2020
Bonds, the Indenture, or any action of the City contemplated by any of said documents, or in any way
contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or
contesting the powers of the City or its authority with respect to the 2020 Bonds or any action of the City
contemplated by any of said documents, nor to the knowledge of the City, is there any basis therefor.
Bicent Litigation
The City and BCP are parties to the PPTA (as described in detail under the captions "ELECTRIC
SYSTEM OBLIGATIONS—Malburg Generating Station" and "THE ELECTRIC SYSTEM —City Plan to
Optimize Resource Utilization") and that certain Interconnection and Transmission Services Agreement, dated
as of April 10, 2008 (as amended, the "ITSA"). On November 13, 2018, the City identified multiple events of
default committed by BCP and related parties under the PPTA pertaining to the failure to timely conduct an
Adjusted Contract Capacity Test and the failure to promptly make necessary repairs to equipment at the MGS.
Subsequently, the parties exchanged voluminous correspondence, raising various claims against one another,
and eventually delivered separate Notices of Default to each other.
On January 28, 2019, the City delivered its most recent Renewed Notice of Default, in which the City
alleged the following breaches of contract and actionable torts committed by BCP and related parties: (1)
improper billing (by approximately $6 million at the time), giving rise to both PPTA breach claims and various
68
statutory claims; (2) failure to timely make repairs to MGS equipment and corresponding misrepresentations;
(3) misrepresentation of available MGS electric capacity; and (4) failure to provide requested documentation.
The City seeks compensatory and statutory treble damages together with termination of the PPTA. The
preceding list of claims and remedies is not exclusive, and the City has reserved all rights to add or modify
claims as facts and circumstances arise.
On March 14, 2019, in violation of the arbitration provision in the PPTA, BCP filed a complaint
against the City in the Superior Court of California, County of Los Angeles (the 'State Court") (Case No.
19STCV08859), which sought, among other things, compensatory damages in the form of a termination
payment under the PPTA in an unspecified amount (the "BCP State Court Action'). On March 22, 2019, the
City removed BCP's complaint to federal court (Case No. 2:19-CV-2178, U.S.D.C. C.D. Cal.) and, in its
motion to compel arbitration of the PPTA claims, attached a draft arbitration demand that laid out the City's
allegations of fraud, misrepresentation, and breach of contract by BCP (the "Federal Action'). On June 7,
2019, the Federal Action was remanded to the State Court. On June 14, 2019, the City filed in the State Court
a Petition to Compel Arbitration of the City's Claims and for a stay of BCP's State Court Action as to the
PPTA claims (Case No. 19STCP02411) (the "City State Court Petition"). The State Court administratively
consolidated the City State Court Petition and the BCP State Court Action, granted the City's motion to
compel arbitration of the parties claims under the PPTA against one another and, on October 1, 2019,
appointed Thomas Brewer as the arbitrator for these disputes as well as the question of the arbitrability of the
claims under the ITSA. After initial motion practice in which the arbitrator decided that BCP's ITSA claims
would also be arbitrated, the parties commenced discovery. An arbitration is scheduled to occur between April
13 and April 24, 2020 in Los Angeles, California.
If the PPTA is terminated as a result of the above -described litigation, the City believes that it has a
variety of options to ensure a reliable power supply, including but not limited to purchasing wholesale power
on the open market or by entering into new arrangements. The City believes that replacement power can be
procured at prices that will be competitive with the charges it incurs under the PPTA. Accordingly, the City
does not believe that termination of the PPTA would have an adverse financial impact upon the City or the
Electric System.
The City's IRP (as discussed under the caption "TILE CITY —Integrated Resource Plan') describes
the City's long-term power supply goals and plans, including past the scheduled expiration of the PPTA in
2028. The IRP does not assume that electricity supplied by the MGS will be part of the City's energy portfolio
after 2028. If the PPTA is terminated during or before 2028, the City believes that it may be able to accelerate
the post-2028 power supply goals and plans set forth in the IRP. The City also believes that the addition of
new renewable generating sources to electric markets in the State at relatively low prices will provide the City
with an opportunity to procure cost -competitive replacement power from less carbon -intensive resources than
its current portfolio.
During the pendency of the dispute, both the City and BCP have continued to perform under the
PPTA.
There con be no assurance m to how the above -described matters will be resolved; however, assuming
no delay of the scheduled arbitration hearing, a resolution of the dispute by way of an award from the arbitrator
is likely by mid to late -May 2020.
TAX MATTERS
In the opinion of Stmdling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach,
California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the
accuracy of certain representations and compliance with certain covenants and requirements described herein,
interest (and original issue discount) on the 2020 Bonds is excluded from gross income for federal income tax
purposes and is not an item of tax preference for purposes of calculating the federal altemative minimum tax
Gk'
imposed on individuals. In the further opinion of Bond Counsel, interest (and original issue discount) on the
2020 Bonds is exempt from State of California personal income tax.
Bond Counsel's opinion as to the exclusion from gross income for federal income tax purposes of
interest (and original issue discount) on the 2020 Bonds is based upon certain representations of fact and
certifications made by the City and others and is subject to the condition that the City comply with all
requirements of the Code that most be satisfied subsequent to the issuance of the 2020 Bonds to assure that
interest (and original issue discount) on the 2020 Bonds will not become includable in gross income for federal
income tax purposes. Failure to comply with such requirements of the Code might cause interest (and original
issue discount) on the 2020 Bonds to be included in gross income for federal income tax purposes retroactive
to the date of issuance of the 2020 Bonds. The City has covenanted to comply with all such requirements.
In the opinion of Bond Counsel, the difference between the issue price of a 2020 Bond (the first price
at which a substantial amount of the 2020 Bonds of a maturity is to be sold to the public) and the stated
redemption price at maturity of such 2020 Bond constitutes original issue discount. Original issue discount
accrues under a constant yield method, and original issue discount will accrue to a Beneficial Owner before
receipt of cash attributable to such excludable income. The amount of original issue discount deemed received
by a Beneficial Owner will increase the Beneficial Owner's basis in the applicable 2020 Bond. The amcugt of
original issue discount that accrues to the Beneficial Owner of a 2020 Bond is excluded from the gross income
of such Beneficial Owner for federal income tax purposes, is not an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals, and is exempt from State of California personal
income tax.
The amount by which a 2020 Bond Owner's original basis for determining loss on sale or exchange in
the applicable 2020 Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an
earlier call date) constitutes amortizable bond premium, which must be amortized under Section 171 of the
Code; such amortizable bond premium reduces the 2020 Bond Owner's basis in the applicable 2020 Bond (and
the amount of tax-exempt interest received with respect to the 2020 Bonds), and is not deductible for federal
income tax purposes. The basis reduction as a result of the amortization of bond premium may result in a 2020
Bond Owner realizing a taxable gain when a 2020 Bond is sold by the Owner for an amount equal to or less
(under certain circumstances) than the original cost of the 2020 Bond to the Owner. Purchasers of the 2020
Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of
amortizable bond premium.
The IRS has initiated an expanded program for the auditing of tax-exempt bond issues, including both
random and targeted audits. It is possible that the 2020 Bonds will be selected for audit by the IRS. It is also
possible that the market value of the 2020 Bonds might be affected as a result of such an audit of the 2020
Bonds (or by an audit of similar municipal obligations). No assurance can be given that in the course of an
audit, as a result of an audit, or otherwise, Congress or the IRS might not change the Code (or interpretation
thereof) subsequent to the issuance of the 2020 Bonds to the extent that it adversely affects the exclusion from
gross income of interest (and original issue discount) on the 2020 Bonds or their market "Inc.
SUBSEQUENT TO THE ISSUANCE OF THE 2020 BONDS THERE MIGHT BE FEDERAL,
STATE OR LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY CHANGES TO OR
INTERPRETATIONS OF FEDERAL, STATE OR LOCAL LAW) THAT AFFECT THE FEDERAL, STATE
OR LOCAL TAX TREATMENT OF THE 2020 BONDS, INCLUDING THE AIPOSITION OF
ADDITIONAL FEDERAL INCOME OR STATE TAXES ON OWNERS OF TAX-EXEMPT STATE OR
LOCAL OBLIGATIONS, SUCH AS THE 2020 BONDS. THESE CHANGES COULD ADVERSELY
AFFECT THE MARKET VALUE OR LIQUIDITY OF THE 2020 BONDS. NO ASSURANCE CAN BE
GIVEN THAT SUBSEQUENT TO THE ISSUANCE OF THE 2020 BONDS STATUTORY CHANGES
WILL NOT BE INTRODUCED OR ENACTED OR JUDICIAL OR REGULATORY INTERPRETATIONS
WILL NOT OCCUR HAVING THE EFFECTS DESCRIBED ABOVE. BEFORE PURCHASING ANY OF
THE 2020 BONDS, ALL POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS
70
REGARDING POSSIBLE STATUTORY CHANGES OR JUDICIAL OR REGULATORY CHANGES OR
INTERPRETATIONS, AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE 2020
BONDS.
Bond Counsel's opinions may be affected by actions taken (or not taken) or events occurring (or not
occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person,
whether any such actions or events are taken or do occur. The Indenture and the Tax Certificate relating to the
2020 Bands permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is
provided with respect thereto. Bond Counsel expresses no opinion as to the effect an the exclusion from gross
income of interest (and original issue discount) for federal income tax purposes with respect many 2020 Bond
if any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson &
Rauth, a Professional Corporation.
Although Bond Counsel has rendered an opinion that interest (and original issue discount) on the 2020
Bonds is excluded from gross income for federal income tax purposes provided that the City continue to
comply with certain requirements of the Code, the ownership of the 2020 Bonds and the accrtad or receipt of
interest (and original issue discount) on the 2020 Bonds may otherwise affect the tax liability of certain
persons. Bond Counsel expresses no opinion regarding any such tax consequences. Accordingly, before
purchasing any of the 2020 Bonds, all potential purchasers should consult their tax advisors with respect to
collateral tax consequences relating to the 2020 Bonds.
Should interest (and original issue discount) on the 2020 Bonds become includable in gross income
for federal income tax purposes, the 2020 Bonds are not subject to early redemption and will remain
outstanding until maturity or until redeemed in accordance with the Indenture.
A copy of the proposed form of opinion of Bond Counsel is attached hereto as Appendix C.
RATINGS
The City expects that S&P Global Ratings, a Standard & Poor's Financial Services LLC business
("S&P), and Moody's Investors Service, Inc. ("Moody's") will assign the 2020 Bonds the ratings of "(_j"
and " Lj% respectively. There is no assurance that any credit rating that is given to the 2020 Bonds will be
maintained for any period of time or that a rating may not be lowered or withdrawn entirely by the applicable
rating agency if, in the judgment of such rating agency, circumstances so warrant. Any downward revision or
withdrawal of a rating may have an adverse effect on the market price of the 2020 Bonds. The ratings reflect
only the views of S&P and Moody's, respectively, and an explanation of the significance of such ratings may
be obtained from S&P or Moody's, as applicable. Generally, a rating agency bases its ratings on the
information and materials that are famished to it (which may include information and material from the City
that is not included in this Official Statement) and on investigations, studies and assumptions of its own.
The City has covenanted in a Continuing Disclosure Agreement to file notices of any rating changes
on the 2020 Bonds with EMMA. See the caption "CONTINUING DISCLOSURE" and Appendix E.
Notwithstanding such covenant, information relating to rating changes on the 2020 Bonds may be publicly
available from the rating agencies prior to such information being provided to the City and prior to the date by
which the City is obligated to file a notice of rating change. Purchasers of the 2020 Bonds are directed to the
rating agencies and their respective websites and official media outlets for the most current ratings with respect
to the 2020 Bonds after the initial issuance of the 2020 Bonds.
In providing a rating on the 2020 Bands, S&P or Moody's may have performed independent
calculations of debt service coverage ratios using their own internal formulas and methodology, which may not
reflect the provisions of the Indenture. The City makes no representations as to any such calculations, and
such calculations should not be construed as a representation by the City as to past or fore compliance with
71
any financial covenants, the availability of particular revenues for the payment of debt service or for any other
purpose.
MUNICIPAL ADVISOR
The City has retained BLX Group LLC as municipal advisor (the "Municipal Advisor") in
connection with the issuance of the 2020 Bonds. The Municipal Advisor has not undertaken to make an
independent verification or to assume responsibility for the accuracy, completeness, or fairness of the
information contained in this Official Statement. The Municipal Advisor is an independent advisory firm and
is not engaged in the business of underwriting, trading or distributing municipal or other public securities.
The 2020 Bonds will be purchased by Goldman Sachs & Co. LLC (the "Underwriter"), pursuant to a
purchase contract, dated the date hereof (the "Purchase Contract'j, by and between the City and the
Underwriter. Under the Purchase Contract, the Underwriter has agreed to purchase all, but not less than all, of
the 2020 Bonds for an aggregate purchase price of $ (representing the principal amount of the 2020
Bonds, less an Underwriter's discount of $� plustless a net original issue premium/discount of $___).
The Purchase Contract provides that the Underwriter will purchase all of the 2020 Bonds if any are purchased,
the obligation to make such a purchase being subject to certain tents and conditions set forth in the Purchase
Contract, the approval of certain legal matters by counsel and certain other conditions.
The initial public offering prices stated on the inside cover page of this Official Statement may be
changed from time to time by the Underwriter. The Underwriter may offer and sell the 2020 Bonds to certain
dealers (including dealers depositing 2020 Bonds into investment trusts), dealer banks, banks acting as agents
and others at prices lower than said public offering prices.
The Underwriter and its affiliates are full service financial institutions engaged in various activities,
which may include securities trading, commercial and investment banking, financial advisory, investment
management, principal investment, hedging, financing and brokerage activities. The Underwriter and certain
of its affiliates have, from time to time, performed, and may in the future perform, various investment banking
services for the City, for which they have received or will receive customary fees and expenses.
In the ordinary course of their various business activities, the Underwriter and its affiliates may make
or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own
account and for the accounts of their customers and may at any time hold long and short positions in such
securities and instruments. Such investment and securities activities may involve securities and instruments of
the City.
CONTINUING DISCLOSURE
The City has covenanted in a Continuing Disclosure Agreement, dated as of March I, 2020, by and
between the City and The Bank of New York Mellon Trust Company, N.A., as dissemination agent (the
"Dissemination Agent") for the benefit of the holders and Beneficial Owners of the 2020 Bonds to provide
certain financial information and operating data relating to the City by not later than April 1 following the end
of the City's Fiscal Year (cumwrtly its Fiscal Year ends on June 30) (the "Annual Report"), commencing on
April 1, 2020 with the report for the Fiscal Year ended June 30, 2019 (provided that such fast Annual Report
may consist solely of this Official Statement), and to provide notices of the occurrence of certain enumerated
events. The Annual Report and the notices of enumerated events will be filed by the City with EMMA, which
is maintained on the Internet at http://emma.msrb.org/. The specific nature of the information to be contained
in the Annual Report and the notices of enumerated events is set forth in Appendix E. These covenants have
0#4
been made in order to assist the Underwriter in complying with subsection (b)(5) of Rule 15c2-12 adopted by
the Securities and Exchange Commission (the "Ruldj.
[DISCLOSURE RE PRIOR COMPLIANCE TO COME].
To ensure compliance with its continuing disclosure undertakings under the Rule in the future, the
City has appointed the Dissemination Agent to coordinate, on behalf of the City, the preparation and filing of
Annual Reports by the City.
FINANCIAL INTERESTS
The fees being paid to the Underwriter, Bond Counsel, Disclosure Counsel and counsel to the
Underwriter are contingent upon the issuance and delivery of the 2020 Bonds.
MISCELLANEOUS
Insofar as any statements made in this Official Statement involve matters of opinion or of estimates,
whether or not expressly stated, they are set forth as such and not as representations of fact. No representation
is made that any of such statements made will be realized. Neither this Official Statement nor any statement
which may have been made verbally or in writing is to be construed as a contract with the Owners of the 2020
Bonds.
The execution and delivery of this Official Statement have been duly authorized by the City.
CITY OF VERNON
By:
City Administrator
73
APPENDIX A
FINANCIAL STATEMENTS
A-1
APPENDIX B
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
The following is a summary of certain provisions of the Indenture which are not described elsewhere.
This summary does not purport to be comprehensive and reference should be made to the Indenture for a full
and complete statement of the provisions thereof.
MASTER INDENTURE
DEFINITIONS AND AUTHORITY
Definitions. Unless the context otherwise requires, the following terms, for all purposes of the Master
Indenture and, unless otherwise provided therein with respect to such Supplemental Indenture or any Series of
Bonds authorized by such Supplemental Indenture, any Supplemental Indenture, have the meanings set forth below:
"Accountant's Certificate" means a certificate signed by an Independent Certified Public Accountant
selected by the City.
"Accreted Value" means, with respect many Capital Appreciation Obligation and as of any date, the Initial
Amount thereof plus the interest accrued thereon from its delivery date, compounded at the approximate interest rate
with respect to such Capital Appreciation Obligation specified in or pursuant to the Issuing Instrument authorizing
the issuance of such Capital Appreciation Obligation on each date specified therein. The applicable Accreted Value
at any date will be the amount set forth in the Accreted Value Table as of such date, if such date is a compounding
date, and if not, will be determined by straight-line interpolation with reference to such Accreted Value Table.
"Accrcted Value Table" means, with respect to Capital Appreciation Obligations, the table denominated as
such in, and to which reference is made in, the Issuing Instrument authorizing the issuance of such Capital
Appreciation Obligations.
"Additional Bonds" means Bonds issued in accordance with the terms and conditions of the Indenture for
the purposes set forth in the Indenture.
"Additional Parity Obligations" means Parity Obligations, including Additional Bonds, issued for the
purposes set forth in the Indenture and satisfying the conditions set forth in the Indenture.
"Adjusted Debt Service" means, 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, Subordinate Obligations or other funds as set forth in a certificate of the City.
"Adjusted Net Revenues" means, with respect In a certificate to be delivered in connection with Additional
Parity Obligations pursuant to the Indenture, for any Calculation Period, as calculated by the City or an Independent
Engineer, the Adjusted Revenues for such Calculation Period less the Operation and Maintenance Expenses for such
Calculation Period, plus at the option of the City, any or all of the following: (i) an allowance for any estimated
increase in Revenues from any additions or impmvements to or extensions of the Electric System, made but not in
service during the applicable Calculation Period or to be made with the proceeds of any Additional Parity
Obligations with respect to which such certificate relates, with the proceeds of other Obligations theretofore issued
by the City and available for such purpose or with other available funds of the City reserved by the City for such
purpose, such allowance to be in an amount equal to the estimated additional average annual Net Revenues to be
derived from such additions, improvements and extensions during the twelve month period after placing each such
addition, improvement or extension in service, all as shown by a certificate of the City or an Independent Engineer,
and (ill an allowance for any increases in rates and charges for the Electric Service of the Electric System and which
have been approved by the City Council but which during all or any part of the applicable Calculation Period were
not in effect, such allowance to be in an amount equal In 75% of the amount by which the Revenues for the
B-1
applicable Calculation Period would have increased if such increase in rates and charges had been in effect for that
portion of such Calculation Period during which such increase was not in effect.
"Adjusted Revenues" means, for any period of time, the Revenues for such period less the toward of such
Revenues which have been deposited in the Expense Stabilization Fund during such period plus the amount of
withdrawals during such period from the Expense Stabilization Fund.
"Advance Refunded Municipal Securities" rneaos any bonds or other obligations of any state of the United
States of America or of any agency, instrumentality or local government wit of any such state: (i) which are rated
"Aaa" by Moody's and "AAA" by S&P (provided, however, that if the issue is only rated by S&P (i.e., there is no
Moody's rating), then the pre -refunded bonds most have been pre -refunded with cash, direct U.S. or U.S. guaranteed
obligations, or "AAA" rated pre -refunded municipals to satisfy the foregoing condition); (ii) which are not callable
prior to maturity or as to which irrevocable instructions have been given to the trustee, fiscal agent or other fiduciary
for such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds or other
obligations for redemption on the date or dates specified in such instructions; (iii) which are secured as to principal
and interest and redemption premium, if any, by a fund consisting only of cash or bonds or other obligations of the
character described in clause (i) of the definition of Defessance Securities which fund may be applied only to the
payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the
maturity date or dates thereof or the redemption date or dates specified in the irrevocable instructions referred to in
clause (it) above, as appropriate; and (iv) as to which the principal of and interest on the bonds and obligations of the
character described in clause (i) of the definition of Dcles sauce Securities which have been deposited in such fund,
along with any cash on deposit in such fund, have been verified by an Accountant's Certificate as being sufficient in
pay principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity
date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in clause
(ii) above, es applicable.
"Aggregate Adjusted Annual Debt Service" means for any Fiscal Year the aggregate amount of Adjusted
Debt Service on all Outstanding Parity Obligations payable in such Fiscal Year. For purposes of calculating
Aggregate Adjusted Annual Debt Service, the determination of Debt Service on the Outstanding Parity Obligations
coming due in each Fiscal Year will be subject to the Debt Service Adjustments and Assumptions.
"Applicable Parity Obligations" means, with respect in a certificate in be delivered in connection with
Additional Parity Obligations parmant to the Indenture and as of the date of such certificate, all of the Parity
Obligations Outstanding on such date plus the Additional Parity Obligations proposed in be issued.
"Authorized Denominations" means, with respect to Bonds of any Series, the denomination or
denominations designated as such in the Supplemental Indenture authorizing such Bonds.
"Authorized City Representative" means the City Administrator of the City, and any other officer of the
City duly authorized to act a; an Authorized City Representative for purposes of the Indenture by the City Council
or written authorization of the City Administrator of the City.
"Balloon Indebtedness" means, with respect many Series of Obligations 25 % or more of the principal of
which matures on the same date or within a 12-month period (with Sinking Fund Installments on Tenn Obligations
deemed in be payments of matured principal), that portion of such Series of Obligations which matures on such date
or within such I2-month period. For purposes of the foregoing definition, the principal amount maturing on any
date will be reduced by the amount of such indebtedness which is required, by the documents governing such
indebtedness, to be amortized by prepayment or redemption prior to its stated maturity date.
"Beneficial Owner" means, with respect toy Book -Entry Bond, the beneficial owner of such Bond as
determined in accordance with the applicable rules of the Securities Depository for such Book -Entry Bonds.
"Bond" means any of the City of Vernon Electric System Revenue Bonds authorized pursuant to the
Indenture and a Supplemental Indenture.
B-2
"Bond Counsel" means an attorney or firm of attorneys of recognized national standing in the field of law
relating to municipal securities and to exclusion of interest thereon from income for federal income tax purposes
selected by the City.
"Bond Debt Service" means, for any period of time, the sum of. (i) the interest payable during such period
on all Outstanding Bonds, assuming that all Outstanding Bonds which are Serial Obligations are retired as scheduled
and that all Outstanding Bonds which are Term Obligations are redeemed or paid fiom Sinking Fund Installments as
scheduled; (ii) that portion of the principal amount of all Outstanding Bonds which are Serial Obligations mmuring
on each principal payment date during such period, including the Final Compounded Amount of any Bonds which
are Capital Appreciation Obligations and Serial Obligations; and (iii) that portion of the principal amount of all
Outstanding Bonds which are Term Obligations required to be redeemed or paid from Sinking Fond Installments
during such period (together with the redemption premiums, if any, thercon).
"Bond Ordinance" means the City of Vernon Municipal Facilities Revenue Bond Law, enacted as
Ordinance No. 1004 of the City (codified as Article XI of the City Code of the City of Vernon).
"Bond Register" means the registration books for the ownership of Bonds maintained by the Trustee
pursuant to the Indenture.
"Bondowner" or "Owner' means, with respect to a Bond, the registered owner of such Bond as set forth in
the Bond Register.
"Book -Entry Bands" means Bonds registered in the time of a nominee of DTC or any successor Securities
Depository for the Bonds, or a nominee thereof, as the registered owner thereof pursuant to the terms and provisions
of the Indenture.
"Budget" means, as of any date, the budget fur the Electric System prepared by the City pursuant to the
Indenture in effect as of such date.
"Business Day" means, with respect to each Series of Bonds, unless otherwise provided with respect to a
Series of Bonds in the Supplemental Indenture authorizing the issuance of such Series, any day of the year other
than: (i) a Saturday; (ii) a Sunday; (iii) any day which is in Los Angeles, California or New York, New York a legal
holiday or a day on which banking institutions are authorized or required by law or other government action to
close; and (iv) any day on which the banks are authorized or required by law or other government action to close in
the State of New York or State of California or any city in which the Principal Office of any Paying Agent or any
Credit Provider for such Series of Bonds is located.
"Calculation Period" means, with respect to any certificate to he provided pursuant to the Indenture, any
twelve consecutive month period within the eighteen consecutive months ending immediately prior to the issuance
of the Additional Parity Obligations to which such certificate relates.
"Capital Appreciation Obligations" mean any Obligations the interest on which is compounded and not
scheduled to be paid until the maturity or prior redemption of such Obligations.
"Capital Improvemint" means, in the extent chargeable to a capital account of the Electric System, or
otherwise eligible for amortization, under Generally Accepted Accounting Principles any land, improvement,
facility, equipment and other property of any nature whatsoever which is used in the Electric System including but
not limited to: (i) any addition, betterment, replacement, renewal, extension or improvement of or to the Electric
System, including, without limitation, capacity rights in electric generation resources, rights to the transmission
capability of electric trammission resources, acquisition of emission credits or orb" environmental assets for
facilities of the Electric System, land or any interests therein; and (ii) capital costs for the extension, reinforcement,
enlargement or other improvement of facilities or property, or the acquisition of interests therein, not included as
part of the Electric System, determined by the City to be necessary or convenient in connection with the utilization
of the Electric System.
B-3
"Charter" means the Charter of the City of Vernon.
"City" means the City of Vernon, California and its successors.
"CityAdministrative Code" means the Code of the City of Vemon.
"City Council" means the City Council of the City established pursuant to the Charter
"Code" means the Internal Revenue Code of 1986, as amended from time to time. Bach reference to a
section of the Code in the Indenture will 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.
"Collateral Requirement" means, with respect to a Qualified Swap Agreement, that such Qualified Swap
Agreement includes provisions to the effect that: (i) if the counterparty's (or, if applicable, the counterpatty's
guarantor's) ratings fall below "Aa" by Moody's or "AA" by S&P, or are suspended or withdrawn, the counterparty
will provide collateral in the form of cash or Defeasance Securities, or a combination thereof, (ii) the collateral is to
be held by the City or a third parry custodian acceptable to the City; (iii) the City has a perfected security interest in
the collateral; (iv) the amount of the collateral is at least equal to 100 % of the amount, if any, that the counterparty
would be obligated to pay the City in the event of the early termination of the transactions under the Qualified Swap
Agreement; (v) there may be deducted from the amount of the collateral a threshold amount of not more than
$1,000,000, except that if the comterparty's (or, if applicable, the counterparty's guarantor's) ratings fall below "A"
by Moody's or "A" by S&P, or are suspended or withdrawn, the threshold amount will be zero; and (vi) the amount
of the required collateral and the value of the collateral posted will be valued no less frequently than monthly.
"Commercial Paper Program" means a program of short-term Obligations having the characteristics of
commercial paper in that such Obligations have a stated maturity not later than 270 days from their date of issue and
that maturing Obligations of such program may be paid with the proceeds of renewal short-term Obligations.
"Cost" means, with respect many Capital Improvement, to the extent permitted under the Bond Ordinance,
all costs and expenses of planning, designing, acquiring, constructing, installing and financing such Capital
Improvement, placing such Capital Improvement in operation, disposal of such Capital Improvement, and obtaining
governmental approvals, certificates, permits and licenses with respect to the applicable Capital Improvement paid
or incurred by the City. Payment of Cost does include the reimbursement to the City for any of the costs included in
the definition of Cost paid by the City and not previously reimbursed to the City and which are not to be reimbursed
from contributions in aid of construction. The term Cost includes, but is not Bruited to: (i) costs of preliminary
investigation and development, the performance or acquisition of feasibility and phuming studies, and the securing
of regulatory approvals, as well as costs for land and land rights, engineering and contractors' fees, labor, materials,
equipment, utility services and supplies, legal fees and financing expenses; (ii) working capital and reserves therefor
in such amounts as determined by the City; (iii) interest accruing in whole or in part on Parity Obligations prior to
and during the acquisition, construction and installation of a Capital Improvement, or my portion thereof, and for
such additional period as the City may determine; (iv) the deposit or deposits from the proceeds of the Bonds in my
funds or accounts required by the Indenture or any Supplemental Indenture; (v) the payment of principal, premium,
if any, and interest when due (whether at the maturity of principal or at the due date of interest or upon redemption
or otherwise) of any note or other evidence of indebtedness the proceeds of which were applied to any of the costs of
the applicable Capitol Improvement or Capital Asset described in the definition of Cost, (vi) training and testing
costs which are properly allocable to the acquisition, pining in operation, or construction of a Capital Improvement;
(vii) all costs of insurance applicable to the period of acquisition of the Capital Asset and the acquisition,
construction, installation and placing the Capital Improvement in operation; (viii) all costs relating to injury and
damage claims arising out of the acquisition, construction, installation and pining the Capital Improvement in
operation less proceeds of insurance; (ix) legally required or permitted fedi ml, state and local taxes and payments in
lieu of taxes applicable to the acquisition, construction, installation and placing the Capital Improvement in
operation, or my portion thereof, is) amounts due the United States of America as rebate of investment earnings
with respect to the proceeds of Parity Obligations the proceeds of which were applied, in whole or in part, to the
Capital Improvement or as penalties in lieu thereof; (xi) amounts payable with respect to capital costs for the
expansion, reinforcement enlargement or other improvement of facilities, whether or not such facilities constitute a
part of the Electric System, determined by the City to be necessary in connection with the utilization of the
B4
applicable Capital Improvement and the costs associated with the removal from service or reductions in service of
any facilities as a result of the expansion, reinforcement, enlargement or other improvement of such facilities or the
acquisition, construction, installation or placing in service of the Capital Improvement; (xii) Costs of Issuance of any
Parity Obligations the proceeds of which were applied, in whole or in part, to the Capital Improvement; (xiii) fees
and expenses pursuant to any lending or credit facility or agreement applicable to the period of the acquisition,
construction, installation and placing in operation the Capital Improvement; and (xiv) to the extent chargeable to a
capital account of the Electric System under Generally Accepted Accounting Principles, all other costs incurred by
the City, properly allocable to the acquisition, construction, or installation of the Capital Improvement, or any
portion thereof, or the placing of the Capital Improvement or any portion thereof in operation.
"Costs of Issuance" means, to the extent permitted by the Bond Ordinance, all items of expense directly or
indirectly payable by or reimbursable to the City and related to the original authorization, execution, sale and
delivery of Parity Obligations, including but not limited to advertising and printing costs, costs of preparation and
reproduction of documents, including disclosure documents and documents relating to the sale of such Parity
Obligations, initial fees and charges (including counsel fees) of any fiscal agent, any paying agent and any Credit
Provider, legal fees and charges, financial advisor fees and expenses, fees and expenses of other consultants and
professionals, rating agency fees, fees and charges for preparation, execution, transportation and safekeeping of
Parity Obligations and any other cost, charge or fee in connection with the authorization, issuance, sale or original
delivery of Parity Obligations.
"Credit Provides" means any municipal bond insurance company, bank or other financial institution or
organization which is performing in all material respects its obligations under my Credit Support Instrument for
some or all of the Parity Obligations.
"Credit Provider Bonds" means any Bonds paid as to principal, Redemption Price, Purchase Price and/or
interest with funds provided under a Credit Support Instrument for so long as such Bonds are held by or for the
account of, or are pledged m, the applicable Credit Provider or any assignee thereof in accordance with the
applicable Credit Support Agreement.
"Credit Provider Reimbursement Obligations" means obligations of the City to pay from the Net Revenues
and amounts in the Light and Power Fond (other than the Operating Reserve) available for such payment in
accordance with the Indenture amounts due under a Credit Support Agreement, including without limitation
amounts advanced by a Credit Provider pursuant to a Credit Support Instrument as credit support or liquidity for
Parity Obligations and the interest with respect thereto.
"Credit Support Agreement" means, with respect to any Credit Support Instrument, the agreement or
agreements (which may be the Credit Support Instrument itself) between the City and the applicable Credit Provider,
as originally executed or as it may from time to time be replaced, supplemented or amended in accordance with the
provisions thereof, providing for the reimbursement to the Credit Provider for payments under such Credit Support
Instrument or for extensions of credit made to the City by the Credit Provider, and the interest thereon, and includes
any subsequent agreement pursuant to which a substitute Credit Support Instrument is provided, together with any
related pledge agreement, security, agreement or other security document.
"Credit Support Imtstmment" 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 Parity
Obligations but does not include a Reserve Financial Guaranty.
"Debt Service" means, for any period of time, the sum of: (i) the interest payable during such period on all
Outstanding Parity Obligations, assuming that all Outstanding Serial Parity Obligations are retired as scheduled and
that all Outstanding Term Parity Obligations are redeemed or paid from Sinking Food Installments as scheduled;
(ii) that portion of the principal amount of all Outstanding Serial Parity Obligations maturing on each principal
payment date during such period, including the Final Compounded Amount of any Capital Appreciation
Obligations; and (iii) that portion of the principal amount of all Outstanding Term Parity Obligations required to be
redeemed or paid from Sinking Food Installments becoming due during such period (together with the premiums, if
any, thereon).
B-5
"Debt Service Adjustments and Assumptions" means, for purposes of detemtining Aggregate Adjusted
Annual Debt Service and Maximum Adjusted Annual Debt Service, the following adjustments and assumptions to
be made with respect in Debt Service: (i) in determining the amount of Debt Service constituting principal due in
each Fiscal Year, principal payments with respect to Parity Obligations which are or upon issuance will be, part of a
Commercial Paper Program, but which would not constitute Balloon Indebtedness, will be treated as if such Parity
Obligations were to be amortized with substantially level mnual Debt Service payments over a term of 40 years
commencing on the date the calculation of Aggregate Adjusted Annual Debt Service or Maximum Adjusted Annual
Debt Service is made; (ii) if all or any portion or portions of the Parity Obligations constitute, or upon issuance
would constitute, Balloon Indebtedness, then, for purposes of determining Aggregate Adjusted Annual Debt Service
and Maximum Adjusted Annual Debt Service, each maturity which constitutes, or upon issuance would constitute,
Balloon Indebtedness will be treated as if it were to be amortized with substantially level annual Debt Service
payments over a term of 40 years commencing on the date which is the first anniversary of the initial issuance of
such Parity Obligations; (iii)if any Outstanding Parity Obligations constitute Tax -Exempt Variable Rate
Indebtedness (except to the extent clause (vii) applies), the interest rate on such Parity Obligations for any period as
to which such interest rate has not been established will be assumed in be the in year historical average of the
SIFMA Index ending with the week preceding the date of calculation; (iv) if any Outstanding Parity Obligations
constitute Variable Rate Indebtedness which is not Tax -Exempt (except to the extent clause (vii) applies), the
interest rate on such Parity Obligations for any period as to which such interest rate has not been established will be
assumed to be the ten year historical average of the One Month USD LIBOR Rate ending with the month preceding
the date the calculation of Aggregate Adjusted Annual Debt Service or Maximum Adjusted Annual Debt Service is
made or if the One Month USD LIBOR Rate is not available for such period, another similar rate or index selected
by the City, (v) if the Parity Obligations proposed to be issued will be Tax -Exempt Variable Rate Indebtedness
(except to the extent clause (viii) applies), then the interest rate on such Parity Obligations will be assumed to be the
ten year historical average of the SIFMA Index ending with the week preceding the date the calculation of
Aggregate Adjusted Annual Debt Service or Maximum Adjusted Annual Debt Service is made; (vi) if the Parity
Obligations proposed to be issued will be Variable Rate Indebtedness which is not Tax -Exempt (except in the extent
clause (viii) applies) then the interest rate on such Parity Obligations will be assumed to be 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, mother similar rate or index selected by the City,
(vii) if a Qualified Swap Agreement has been entered into in connection with my Outstanding Parity Obligations,
the interest rate on such Outstanding Parity Obligations for each Fiscal Year or portion thereof during which
payments are to be exchanged by the parties under such Qualified Swap Agreement will be determined for purposes
of calculating Aggregate Adjusted Annual Debt Service and Maximum Adjusted Annual Debt Service by adding:
(1) the amount of Debt Service paid or to be paid by the City as interest on the Outstanding Parity Obligations
during such Fiscal Year or portion thereof (determined as provided in clauses (iii) or (iv), as applicable, if such
Outstanding Parity Obligations constitute Variable Rate Indebtedness); and (2) the net amount (which may be a
negative amount) paid or to be paid by the City under the Qualified Swap Agreement (after giving effect to
payments made and received, and to be made and received, by the City under the Qualified Swap Agreement)
during such Fiscal Year or portion thereof, and for such purpose my variable rate of interest agreed to be paid under
the Qualified Swap Agreement will be deemed to be the rate at which the related Outstanding Parity Obligations
constituting Variable Rate Indebtedness is assumed to bear interest; (viii) if a Qualified Swap Agreement has been
entered into, or upon issuance of such Parity Obligation will be entered into, by the City with respect to my Parity
Obligations proposed in be issued, the interest on such proposed Parity Obligations for each Fiscal Year or portion
thereof during which payments are in be exchanged under the Qualified Swap Agreement will be determined for
purposes of calculating Aggregate Adjusted Annual Debt Service and Maximum Adjusted Annual Debt Service by
adding: (1) the amount of Debt Service to be paid by the City as interest on such Parity Obligations during such
Fiscal Year or portion thereof (detemdned as provided in clauses (v) or (vi), as applicable, if such Parity Obligations
are to constitute Variable Rate Indebtedness); and (2) the net amount (which may be a negative amount) to be paid
by the City under the Qualified Swap Agreement (after giving effect in payments to be made and received by the
City under the Qualified Swap Agreement) during such Fiscal Year or portion thereof, and for such purpose any
variable rate of interest agreed to be paid under the Qualified Swap Agreement will be deemed to be the rate at
which the related Parity Obligations which are to constitute Variable Rate Indebtedness will be assumed to bear
interest; and (ix) if my of the Parity Obligations are, or upon issuance will be, Paired Obligations, the interest
thereon will be the resulting linked rate or effective Cued rate to be paid with respect to such Paired Obligations.
VM.
"Debt Service Fund" means the City of Vernon Electric System Debt Service Fund established pursuant to
the Indenture.
"Debt Service Reserve Fond" means the City of Vernon Electric System Debt Service Reserve Fond
established pursuant to the Indenture.
"Debt Service Reserve Requirement" means, as of any date of calculation, an amount equal to the least of
(i) 10% of the initial offering price to the public of the Bonds as determined under the Code; or (it) the greatest
amount of Bond Debt Service 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 Bond is due; or (iii) 125% of the
sum of the Bond 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 execution and delivery of any Bonds)
and terminating with the last Fiscal Year in which any Bond Debt Service is due, divided by the number of such
Fiscal Years, all as computed and determined by the City and specified in writing to the Trustee; provided, however
that in determining Bond Debt Service with respect to any Bonds that constitute Variable Rate Indebtedness, the
interest rate on such Bonds for any period as to which such interest rate has not been established will be assumed to
be: (1) with respect to Bonds which are Tax -Exempt, the ten year historical average of the SIFMA Index ending
with the week preceding the date of calculation; and (2) 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 City.
"Debt Service Reserve Valuation Date" means the Bossiness Day preceding each July 1, commencing
July 1, 2009.
"Defeasance Securities" means any of the following securities, if and in the extent the same are at the time
legal investments for finds of the City: (i) U.S. Treasury Certificates, Notes and Bonds (including State and Local
Government Series — (SLGs)); (it) Direct obligations of the U.S. Treasury which have been stripped by the U.S.
Treasury itself; (iii) Resolution Funding Corporation obligations ("REFCORP') (only the interest component of
REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book entry form
am acceptable); (iv) Obligations issued by the following agencies which are backed by the full faith and credit of the
United States: a. U.S. Export -Import Bank (Eximbank) direct obligations or fully guaranteed certificates of
beneficial ownership; c. Farmers Home Administration (FmHA); c. Federal Financing Bank; d. General Services
Administration Participation Certificates; e. U.S. Maritime Administration Guaranteed Title XI financing; f. U.S.
Department of Housing and Urban Development (HUD) Project Notes, Local Authority Bonds, New Communities
Debentures — U.S. government guaranteed debentures and U.S. Public Housing Notes and Bonds — U.S. government
guaranteed public housing notes and bonds; and (v) Advance Refunded Municipal Securities.
"Depository" means any bank or trust company organized under the laws of any state of the United States
(including the Trustee and its affiliates), or any national banking association which is willing and able to accept the
office on reasonable and customary terms, authorized by law to act in accordance with the applicable provisions of
the Indenture.
"DTC" means The Depository Trust Company, a limited purpose mail company organized under the laws
of the State of New York or its successors and assigns. Refercnces in the Indenture to DTC include any Nominee of
DTC in whose name any Bond is registered.
"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 in Ordinance No. 1022 of the City (codified as Section 2.91 of the City 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
1:31
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, later acquired.
"Event of Default" means an event described as such in the Indenture.
"Electronic" means, with respect to notice, notice through telecopy, telegraph, telex, facsimile
transmission, internet, e-mail, dedicated electronic link or other electronic means of communication capable of
producing a written record.
"Escrow Agent" means the Trustee or a bank or trust company organized under the laws of any state of the
United States, or a national banking association, appointed by the City to hold in trust moneys set aside for the
payment or redemption of, or interest installments on, a Bond or Bonds, or any portion thereof, deemed paid and
defeased pursuant to the Indenture.
"Expense Stabilization Fund" means the City of Vernon Electric System Expense Stabilization Food
established pursuant to the Indenture.
"Event of Bankruptcy" means my of the following with respect to any Person: (i) the commencement by
such person of a voluntary case under the Federal Bankruptcy Code or my other applicable federal or state
bankruptcy, insolvency or similar laws; (ii) failure by such Person to timely controvert the filing of a petition with a
court having jurisdiction over such Person to commence an involuntary case against such person under the Federal
Bankruptcy Code or my other applicable federal or state bankruptcy, insolvency or similar laws; (iit) such Person
admits in writing its inability to pay its debts generally as they become due; (iv) a receiver, trustee, custodian or
liquidator of such Person or such Person's assets are appointed in my proceeding brought against the Person or such
Pawn's assets; (v) assignment of assets by such person for the benefit of its creditors; or (vi) the entry by such
Person into an agreement of composition with its creditors.
"Favorable Opinion of Bond Counsel" means, with respect to my action requiring such an opinion, an
Opinion of Bond Counsel to Ore effect that such action does not, in and of itself, adversely affect the Tax -Exempt
status of interest on the Bonds or such portion thereof as specified in the provisions of the Master Indenture or the
Supplemental Indenture requiring such anopinion.
"Federal Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy," as the same
may be amended and supplemented, and my successor statute.
"Fiduciary' means the Trustee and my Paying Agent for Bonds appointed as provided in the Indenture.
"Final Compounded Amount" means the Accreted Value of my Capital Appreciation Obligation on its
maturity date.
"Fiscal Year" means the period beginning on July 1 of each year and ending on the next succeeding
Jane 30, or my other twelve-month period selected and designated as the official Fiscal Year of the City.
"Franchise Payment" means the payment in lieu of franchise tax added to each Electric System customer
bill to be paid to the City's General Fund and my successor or replacement payment.
"Fund" means each of the foods established under the Indenture.
"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 govemmentowned 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
IM
a significant segment of the accounting profession, that are applicable to the circumstances as of the date of
determination.
"Indenture" means, the Master Indenture, as supplemented and amended from time to time by
Supplemental Indentures.
"Independent Certified Public Accountant" means a Person who is: (i) a certified public accountant, or a
firm of certified public accountants; (ii) appointed by the City to perform acts, prepare certificates or otherwise carry
out the duties provided for an Independent Certified Public Accountant in the Master Indenture or any Supplemental
Indenture; (iii) independent pursuant to the Statement on Auditing Standards No. I of the American Institute of
Certified Public Accountants; (iv) of recognized standing with respect to accounting matters for municipally -awned
electric utilities; and (v) licensed to practice in the State of California.
"Independent Engineer"means a Person who is: (i) a consulting engineer, or a firm of consulting engineers;
(ii) appointed by the City to perform acts, prepare certificates or otherwise carry out the duties provided for an
Independent Engineer in the Master Indenture or any Supplemental Indenture; (iii) of national recognized standing
with respect to engineering matters for electric utilities; and (iv) licensed to practice in the State of California.
"Information Services" means any of the following services which has been designated in a certificate of
the City delivered to the Trustee: Financial Information, Ins.'s "Daily Called Bond Service," 30 Montgomery Street,
10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services "Called Bond Service,"
65 Broadway, 16th Floor, New York, New York 10006; Moody's Investors Service "Municipal and Government,"
99 Church Street, 8th Floor, New York, New York 10007, Attention: Municipal News Reports; and Standard and
Poor's "Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; or such other services
providing information with respect to called bonds as the City may designate in a certificate of the City delivered to
the Trustee.
`Initial Amount" means the Accreted Value of a Capital Appreciation Obligation on its date of issuance
and delivery to the original purchaser thereof.
"Interest Account" means the account by that name in the Debt Service Fund established pursuant to the
Indenture.
"Interest Payment Date" means, with respect to a Series of Bonds, each date on which interest on Bonds of
such Series is scheduled in be paid as set forth in, or determined in accordance with, the Supplemental Indenture
authorizing the issuance of such Series.
"Issuing Instrument" means any, indenture, trust agreement or other instrument or agreement under which
Obligations are issued.
"Light and Power Fund" means the Light and Power Department Fond established pursuant to Ordinance
No. 950 of the City (codified as Section 2.65 of the City Administrative Code) and includes any successor or
replacement fund established by the City for the collection of revenues and the payment of expenses of the Electric
System
"Master Indenture" means the Indenture of Trust, dated as of September 1, 2008 between the City and the
Trustee, as the provisions thereof may be modified or amended from time to time in accordance with the Indenture.
"Maximum Adjusted Annual Debt Service" means, with respect to a certificate to be delivered in
conacction with Additional Parity Obligations pursuant to the Indenture, as of any date and with respect to the
Applicable Parity Obligations, the maximum amount of Adjusted Debt Service becoming due on the Applicable
Parity Obligations in the then current or any future Fiscal Year, as adjusted as provided in the Indenture and
calculated by the City or by an Independent Engineer. For purposes of calculating Maximum Adjusted Annual Debt
Service, the determination of Debt Service on the Applicable Parity Obligations coming due in each Fiscal Year will
be subject to the Debt Service Adjustments and Assumptions.
M.
"Moody's" means Moody's Investors Service, Inc. and any successor entity rating Parity Obligations at the
request of the City.
"Net Payment" means with respect to a Qualified Swap Agreement, the amount payable by the City on
each scheduled payment date under such Qualified Swap Agreement net of the amounts payable by the counterparty,
=der such Qualified Swap Agreement on such scheduled payment date.
"Net Revenues" mean, for any period of time, the Revenues for such period less the Operation and
Maintenance Expenses for such period.
"Net Transferable Income" means, with respect many Fiscal Year, the Net Revenues for such Fiscal Year
less the Debt Service for such Fiscal Year.
` Nominee" means the nominee of the Securities Depository for the Book -Entry Bonds in whose name such
Bonds are to be registered. The initial Nominee will be Cede & Co., as the nominee of DTC.
"Obligations" means: (i) obligations with respect to borrowed money and includes bonds, notes or other
evidences of indebtedness, installment purchase payments under any contract, and lease payments =der any
financing or capital lease (determined to be such in accordance with Generally Accepted Accounting Principles),
which are payable from the Net Revenues and/or amounts in the Light and Power Fund; (ii) obligations to replenish
my debt service reserve fund with respect m obligations of the City described in clause (i) above; (iii) obligations
under any Public Finance Contract payable from the Net Revenues and/or amounts in the Light and Power Fund;
and (iv) Credit Provider Reimbursement Obligations.
"One Month USD LIBOR Rate" me=s the British Banker's Association average of interbank offered rates
in the London market for United States dollar deposits for a one month period as reported in the Wall Street Journal
or, if not reported in such newspaper, as reported in such other some as may be selected by the City.
"Operating Reserve" means, as of my date of calculation, an amount in the Light and Power Fund equal to
the amount contained in the then current Budget for Operations and Maintenance Expenses for the fora months next
succeeding the month in which the date of calculation occurs.
"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: (i) all costs of electric mergy and power generated or
purchased by the City for resale, costs of transmission, fuel supply and water supply in connection with the
foregoing; (ii) all costs and expenses of management of the Electric System; (iii) 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; (iv) 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 rctirement benefits) of employees, overhead, taxes (if my) and
insurance premiums; (v) payments in -lieu of taxes to my public agency other than the City in connection with the
Electric System; (vi) all costs, expenses and charges of the City required to be paid by it to comply with the terms of
my Issuing Instrument authorizing the issuance of Parity Obligations, 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, Independent Engineers and other consultants; (vii) the fecs, expenses and
indemnification of Credit Providers and Reserve Financial Guaranty Providers; (viii) all amounts required to be paid
by the City under contracts with ajoint powers agencies for the purchase of capacity, rights in an electric generating
station or electric transmission facilities, transmission capability or my 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; (ix) all deposits to be made to a rebate fund
established with respect to Parity Obligations to provide for my rebate to the United States required to maintain the
Tax -Exempt status of interest on such Parity Obligations; (x) my 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 my capacity
with respect thereto or my activity in connection therewith, including without limitation the Public Benefits uses
required by Section 385 of the California Public Utilities Code; and (xi) my other cost or expense which, in
accordance with Generally Accepted Accounting Principles, is to be treated as a cost of operating or maintaining the
*W]
Electric System; but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor,
amortization of intangibles, Franchise Payments m the City and Unrealized Items. Except as provided in clause (iv),
no tmasfer of Revenues to the City, including the Franchise Payment, will constitute an Operation and Maintenance
Expense.
"Opinion of Bond Counsel" means a written opinion signed by Bond Counsel
"Outstanding" when used as of any particular time with respect to Obligations, means, except as otherwise
provided in the Indenture, all Obligations theretofore or thereupon being issued by the City, except: (i) Obligations
theretofore cancelled or surrendered for cancellation; (ii) Obligations paid or deemed to be paid within the meaning
of any defeasance provisions of the Issuing Instrument pursuant such Obligations were issued; and (iii) Obligations
in lieu of or in substitution for which replacement Obligations have been issued.
"Paired Obligations" mean any Series (or portion thereof) of Parity Obligations designated as Paired
Obligations in the Issuing Instrument authorizing the issuance thereof, which we simultaneously issued: (i) the
principal of which is of equal amount maturing and to be redeemed (or cancelled after acquisition thereof) on the
same dates and in the same amounts; and (ii) the interest rates which, taken together, result in an irrevocably fixed
interest rate obligation of the City for the terms of such Paired Obligations.
"Parity Obligations" means Bonds and any Obligations which are payable from the Net Revenues and
amounts in the Light and Power Fond other than the Operating Reserve available for such payment in accordance
with the Master Indenture on a parity with the payment of the Bonds and which satisfy the applicable conditions of
the Indenture, including without limitation Credit Provider Reimbursement Obligations and, with respect to
Qualified Swap Agreements, the Net Payments, but not the Termination Payments and other payments, due
thereunder.
"Participants" means, with respect m 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.
"Paying Agent" means, with respect to a Series of Bonds, the Trustee and any banking corporation,
banking association or trust company designated m paying agent for such Series of Bonds pursuant to the Indenture,
and its successor or successors appointed in the manner provided in the Indenture.
"Permitted Investments" means any of the following obligations if and to the extent that they are
permissible investments of funds of the City as stated in its current investment policy (the Trustee may rely on the
investment directions of the City that the investment is approved by the City's investment policy) and to the extent
then permitted by law:
(i) Direct obligations of the United States (including obligations issued or held in book -entry
form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and
interest on which are unconditionally guaranteed by the United States.
(ii) Bonds, debentures, Dotes or other evidence of indebtedness issued or guaranteed by any
of the following federal agencies and provided such obligations are backed by the full faith and credit of the United
States (stripped securities are only permitted if they have been stripped by the agency itself): (1) U.S. Export -Import
Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership; (2) Farmers Home
Administration ("Fm1IA") Certificates of beneficial ownership; (3) Federal Financing Bank; (4) Federal Housing
Administration Debentures ("FHA"); (5) General Services Administration Participation certificates; (6) Government
National Mortgage Association ("GNMA") GNMA - guaranteed mortgage -backed bonds GNMA - guaranteed pass -
through obligations (participation certificates); and (7) United States Maritime Administration Guaranteed Title XI
financing; (8) (viii) United States Department of Housing and Urban Development Project Notes, Local Authority
Bonds and New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and
Bonds - U.S. government guaranteed public housing notes and bonds.
B-11
(iii) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any
of the following thin -full faith and credit United States government agencies (stripped securities are only permitted
if they have been stripped by the agency itself): (1) Federal Home Loan Bank System
Senior debt obligations; (2) Federal Home Loan Mortgage Corporation ("FHLMC'l Participation Certificates Senior
debt obligations; (3) Federal National Mortgage Association ("FNMA") Mortgage -backed securities and senior debt
obligations; (4) Student Loan Marketing Association Senior debt obligations; (5) Resolution Funding Corporation
obligations; and (6) Farm Credit System Consolidated system -wide bonds and notes.
(iv) Money market funds registered under the Federal Investment Company Act of 1940,
whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of "AAAm-G;'
"AAA-m" or "AA-m" and if rated by Moody's rated "Asa," "Ail" or "Aa2;' including funds for which the Trustee
or any of its affiliates (including any holding company, subsidiaries, or other affiliates) provides investment advisory
or other management services, provided such funds satisfy the criteria contained in the Indenture.
(v) Certificates of deposit seemed at all times by collateral described in (a) and/or (b) above.
Such certificates must he issued by commercial banks (including affiliates of the Trustee), savings and loan
associations or mutual savings banks. The collateral must be held by a third party and the City or the Trustee must
have a perfected first security interest in the collateral.
(vi) Certificates of deposit, savings accounts, deposit accounts or money market deposits
(including those of the Trustee and its affiliates) which are fully insured by FDIC, including Bff and SAIF.
(vii) Investment agreements with, or guaranteed by, a domestic or foreign bank or corporation
(other than a life or pmperty casualty insurance company) the long-term debt of which is rated at least "AA" by
S&P and "As" by Moody's, and which agreements are acceptable to cach Credit Provider whose acceptance is
required by a Supplemental Indenture or a Credit Support Agreement.
(viii) Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's and "A-1" or
better by S&P.
(ix) Bonds or notes issued by any state or municipality which are rated by Moody's and S&P
in one of the two highest rating categories assigned by such agencies.
Is) Federal funds or bankers acceptances with a maximum term of one year of any bank
(including those of the Trustee and its affiliates) which has an unsecured, uninsured and unguacinteed obligation
rating of"Prime - 1" or "AY or better by Moody's and "A-1" or "A" or better by S&P.
(xi) Repurchase Agreements for 30 days or less must satisfy the following criteria.
Repurchase Agreements which exceed 30 days most be acceptable in each Credit Provider whose acceptance is
required by a Supplemental Indenture or a Credit Support Agreement. Repurchase agreements most be between the
City or the Trustee and a dealer bank or securities furs. Primary dealers on the Federal Reserve reporting dealer list
must be rated "A" or better by S&P and "A2" or better by Moody's, or banks most be cited "A" or better by S&P
and "AT' or borer Moody's. The written repurchase agreements contract must include the following: (1) securities
which are acceptable for transfer are: (a) Securities described in clauses (i) or (ii); or (b) Securities of FNMA or
FHLMC described in clause (ii); (2) the collateral most be delivered to the City, the Trustee (if Trustee is not
supplying the collateral) or thud party acting as agent for the Trustee (if the Trustee is supplying the collateral)
before/simultaneously with payment; (3) (a) the securities most be valued weekly, marked -to -market at current
market price plus seemed interest; (b) the value of collateral in the case of securities described in clauses (i) or (if)
must be equal to 104% of the amount of cash transferred by the City or the Trustee to the dealer bank or security
firm under the repurchase agreements plus accrued interest. The value of collateral in the case of securities of
FNMA or FHLMC described in clause (iii) most be equal to 105% of the amount of cash transferred by the City or
the Trustee in the dealer bank or security firm under the repurchase agreement plus accrued interest. If the value of
securities held m collateral falls below the required percentage of the value of the cash transferred, then additional
cash and/or acceptable securities most be transferred. An opinion of counsel selected by the City, which may be the
City Attorney or other counsel retained by the City, to the effect that the repurchase agreement meets guidelines
under state law for legal investment of public funds must be received by the City or the Trustce.
B-12
(xii) Any state administered pool investment fund in which the City is statutorily permitted or
required to invest will be deemed a permitted investment, including, but not limited to the Local Agency Investment
Ford in the treasury of the State.
(xiii) Advance Refunded Municipal Securities.
"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.
"Principal Account" means the account by that name in the Debt Service Ford established pursuant to the
Indenture.
"Principal Office" means, with respect to: (i) the Trustee, the principal office of such Trustee in Los
Angeles, Califanua, or such other office of the Trustee designated thereby; and (ii) a Paying Agent or a Credit
Provider, the office designated as such in writing by such party in the Trustee, except that with respect to
presentation of Bonds for payment or for registration of transfer and exchange such tern will mean the office or
agency of the Trustee at which, at any particular time, its corporate trust agency business is conducted.
"Prudent Utility Practice" means any of the practices, methods, and acts which, in the exercise of
reasonable judgment, in light of the facts, including but not limited to, the practices, methods, and acts engaged in or
approved by a significant portion of the electric utility industry prior thereto, known at the time the decision was
made, would have been expected to accomplish the desired result consistent with cost<ffectiveness, reliability,
safety, and expedition. It is recognized that Pmdent Utility Practice is not intended to be limited to optimum
practice, method, or act to the exclusion of all others, but rather is a spectrum of possible practices, methods, or act
which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with cost-
effectiveness, reliability, safety, and expedition.
"Public Finance Contract" means: (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.
"Purchase Price" means: (i) with respect to Bonds of any Series, the purchase price set forth or determined
pursuant to the Supplemental Indenture authorizing the Bonds of such Series to be paid to the Owners of such Bonds
when such Bonds are tendered for purchase or deemed tendered for purchase in aceordauce with the provisions of
such Supplemental Indenture; and (ii) with respect to other Parity Obligations, the purchase price set forth in the
Issuing Instrument authorizing such Parity Obligations in be paid to the owners of such Parity Obligations when
such Parity Obligations are tendered or deemed tendered for purchase in accordance with the provisions of such
Issuing Instrument.
"Qualified Swap Agreement" means a Public Finance Contract entered into by the City and satisfying the
conditions of the Indenture.
"Rating Agency" means, as of any time and to the extent it is then providing or maintaining a rating on
Parity Obligations at the request of the City, each of Moody's or Standard & Poor's, or in the event that neither
Moody's or Standard & Poor's then maintains a rating on Parity Obligations at the request of the City, any other
nationally recognized rating agency then providing or maintaining a rating on the Bonds at the request of the City.
"Rating Category" means: (i) with respect to any long-term rating category, all ratings designated by a
particular letter or combination of letters, without regard to any numerical modifier, plus or minus sign or other
modifier; and (ii) with respect to any short-term or commercial paper rating category, all ratings designated by a
B-13
particular letter or combination of letters and taking into account any numerical modifier, but not any plus or minus
sign or other modifier.
"Rating Confirmation" means written evidence from each Rating Agency then rating Outstanding Parity
Obligations at the request of the City to the effect that, following the event which requires the Rating Confirmation,
the then current rating for each Outstanding Parity Obligation will not be lowered or withdrawn solely as a result of
the occurrence of such event.
"Rebate Fund" means the City of Vernon Electric System Rebate Fund established pursuant to the
Indenture.
"Record Date" means, with respect to an Interest Payment Date for a Series of Bonds, the date or dates
specified as such in the Supplemental Indenture authorizing such Series of Bonds.
`Redemption Date" means, with respect to any Bonds to be redeemed in accordance with the Master
Indenture and the Supplemental Indenture authorizing such Bonds, the redemption date set forth in notice of
redemption of such Bonds given in accordance with the terms of the Indenture.
"Redemption Food" means the City of Vernon Electric System Redemption Ford established pursuant to
the Indenture.
"Redemption Price" means, with respect to any redemption of a Bond prior to its maturity, the amount to
be paid upon such redemption of the Bond as set forth in, or determined in accordance with, the Supplemental
Indenture authorizing such Bond.
"Refunding Bonds" means Bonds issued in accordance with the terns and conditions of the Indenture for
the purposes, and satisfying the conditions of, the Indenture.
"Refunding Parity Obligations" means Parity Obligations, including Refunding Bonds, issued for the
purposes set forth in the Indenture and satisfying the conditions set forth in the Indenture .
`Representation Letter' the letter or letters of representation from the City to, or other instrument or
agreement with, a Securities Depository for Book -Entry Bonds, in which the City, among other things, makes
certain representations to the Securities Depositary with respect to the Book -Entry Bonds, the payment thereof and
delivery of notices with respect thereto.
"Reserve Financial Guaranty" means 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.
"Reserve Financial Guaranty Provider" means an issuer of a Reserve Financial Guaranty.
"Revenues" mean 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 Ford, but excluding:
(i) proceeds of taxes; (ii) refundable deposits made to establish credit and advances; (iii) contributions in aid of
construction; and (iv) line extension fees.
B-14
"Rule 15c2-12" means Rule 15c2-12 of the Securities and Exchange Commission adopted pursuant to the
Securities Exchange Act of 1934, as amended, as the same may be amended and supplemented from time to time.
"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 is acting as security depository for Book -
Entry Bonds.
"Serial Obligations" means Obligations for which no Sinking Fund Installments are established.
"Serial Parity Obligations" means Serial Obligations which are Parity Obligations.
"Series" means Obligations issued at the same time or sharing some other common term or characteristic
and designated in the Issuing Instrument pursuant to which such Obligations were issued as a separate issue or series
of Obligations.
"SIFMA Index" means, as of any date, The Securities Industry and Financial Markets Association
Municipal Swap Index as of the most recent date for which such index was published or such other weekly, high-
grade index comprised of seven-day, Tax -Exempt variable rate demand notes produced by Municipal Market Data,
Inc., or its successor, or as otherwise designated by The Securities Industry and Financial Markets Association;
provided, however, that, if such index is no longer produced by Municipal Market Data, Inc. or its successors, then
"SIFMA Index" will mean such other reasonably comparable index as may be selected by the City.
"Sinking Fund Account" means the account by that name in the Debt Service Fund established pursuant to
the Indenture.
'Sinking Fund Installment" means, with respect to any Term Parity Obligations, each amount so designated
for such Term Parity Obligations in the Issuing Instrument authorizing the issuance of such Parity Obligations
requiring payments by the City to be applied to the retirement of such Parity Obligations on and prior to the stated
maturity date thereof.
"Standard & Poor's" means Standard & Poor's Rating Services and any successor entity rating Parity
Obligations at the request of the City.
"State" means the State of California.
"Subordinate Obligation" means any Obligation which is expressly made subordinate and junior in right of
payment from the Net Revenues and amounts in the Light and Power Fund other than the Operating Reserve
available for such payment in accordance with the Master Indenture to the payment of Parity Obligations and which
complies with the provisions of the Indenture.
"Supplemental Indenture" means any supplemental indenture supplementing or amending the Indenture as
theretofore in effect, entered into by the City and the Trustee in accordance with the Indenture.
'Tax Certificate" means a certificate relating to the requirements of the Code signed on behalf of the City
and delivered in connection with the issuance of a Series of Bonds.
"Tax -Exempt" means, with respect to interest on any obligations of a state or local government, including
the Bonds, that such interest is excluded from the gross income of the holders thereof (other than any holder who is
a "substantial uses' of facilities financed with such obligations or a `related person" within the meaning of
Section 147(a) of the Code) for federal income tax purposes, whether or not such interest is includable as an item of
tax preference or otherwise includable directly or indirectly for purposes of calculating other tax liabilities, including
any alternative minimum tax or environmental not under the Code.
"Tax -Exempt Securities" means bonds, notes or other securities the interest on which is Tax -Exempt.
B-15
"Tender Indebtedness" means any Parity Obligations or portions of Parity Obligations, a feature of which is
an option or obligation, on the part of the owners thereof under the terms of such Parity Obligations, to tender all or
a portion of such Parity Obligations to the City, a fiscal agent, a paying agent, a tender agent or other agent for
purchase and requiring that such Parity Obligations or portions thereof be purchased at the applicable Purchase Price
if properly presented.
"Termination Payment" means with respect to a Qualified Swap Agreement, the amount payable by the
City as a result of the termination of such Qualified Swap Agreement prior to its scheduled expiration date.
"Tenn Obligations" means Obligations which are payable on or before their specified maturity dates from
Sinking Fund Installments established for that purpose and calculated to retire such Obligations on or before their
specified maturity dates.
"Tenn Parity Obligations" means Tenn Obligations which are Parity Obligations.
"Trust Estate" means, subject to the provisions of the Indenture permitting the application thereof for the
purposes and on the terms and conditions set forth therein: (i) the Revenues; (u) all amounts on deposit in the Light
and Power Fund, including the investments, if any, thereof, and (iii) all amounts on deposit in the Funds, other than
the Rebate Fond, held by the Trustee under the Indenture, including the investments, if any, thereof.
"Trustee" means, The Bank of New York Mellon Trust Company, N.A., as trustee for the Bonds under the
Indenture and any successor satisfying the requirements of the Indenture.
"Urualized Item" means each item of revenue or expense of the Electric System recognized as a revenue
or expense of the Electric System in accordance with Generally Accepted Accounting Principles which are due to
unrealized gains or losses caused by marking assets or liabilities of the Electric System to market.
"Variable Rate Indebtedness" means any Obligation, other than Paired Obligations, 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 Obligation or some subsequent date.
Rules of Construction. Words of the masculine gender will be deemed and construed to include correlative
words of the feminine and neutral genders. Except where the context otherwise requires, words importing the
singular number include the plural number and vice versa, and words importing persons include corporations and
associations, including districts, agencies and other public bodies, as well as natural persons.
The term "principal" when used with reference to a Capital Appreciation Obligation as of its maturity date
refers in the Final Compounded Amount of such Capital Appreciation Obligation and as in any other date, the
Accreted Value of such Capital Appreciation Obligation as of such date. The term "principal" when used with
reference to a Parity Obligation which is a Qualified Swap Agreement refers to the Net Payments due under such
Qualified Swap Agreement. The tern "principal" when used with reference to a Parity Obligation which is a Credit
Provider Reimbursement Obligation refers to the amount advanced by the Credit Provider to the extent not included
in Parity Obligations as Credit Provider Bonds.
The term "issue" includes issuance, creation, incurrence, entering into an agreement or any other act
pursuant to which a party may become obligated with respect to an Obligation.
AUTHORIZATION AND ISSUANCE OF BONDS
Authorization of Bonds. The Indenture provides chain terms and conditions upon which Bonds of the
City to be designated as "City of Vernon Electric System Revenue Bonds" may be issued from time in 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 be provided therein or as may be
limited by law.
B-16
Bonds Constitute Special Obligations. The Bonds do not constitute a charge against the general credit of
the City but constitute and evidence special obligations of the City payable a to principal, Redemption Price, if any,
and interest solely from the Net Revenues and the other funds pledged therefor and available for such payment in
accordance with the Indenture and, with respect to any particular Bonds, from such other sources as are specified in
the Supplemental Indenture authorizing the issuance of such Bonds. The Purchase Price for the Bonds of any Series
which are Tender Indebtedness will be payable from such sources, other than the Revenues and the other amounts in
the Light and Power Fund, as are specified in the Supplemental Indenture authorizing the issuance of such Series.
The provisions of the Indenture do not preclude the payment, purchase or redemption of Bonds, at the election of the
City, from any other legally available funds. The Bonds are not seemed by a legal or equitable pledge of, or lien or
charge upon, my property of the City or any of its income or receipts except the Trust Estate pledged therefor
pursuant to the Master Indenture which pledge is subject to the provisions thereof permitting the application of the
Trust Estate 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 City or my other public agency is pledged to the payment of the
principal or Redemption Price of or the interest on the Bonds. The issuance of the Bonds will not directly, indirectly
or contingently obligate the City Council of the City to levy or pledge my form of taxation or to make any
appropriation for the payment of the Bonds. The payment of the principal or Redemption Price of, or interest on, the
Bonds does not constitute a debt, liability or obligation of the State of California or my public agency (other than
the special obligation of the City as provided in the Indenture). Neither the members of the City Council of the City,
nor my person executing a Bond, nor any officer or employee of the City will be liable personally for the principal
or Redemption Price of, or interest on, the Bonds or be subject to my personal liability or accountability by reason
of the issuance of the Bonds or in respect of any undertakings by the City under the Indenture. The face of each
Bond will contain a legend to the foregoing effect.
Indenture to Constitute Contract. In consideration of the purchase and acceptance of each Bond issued
under the Indenture by those who own the same from time to time, the provisions of each Bond and the provisions
of the Indenture applicable to such Bond will be deemed to be and will constitute a contract between the City and
the Owner of such Bond.
Additional Bonds. One or more Series of Additional Bonds may be issued, authenticated and delivered
upon original issuance for the purpose of paying all or a portion of the Costs of my Capital Improvement.
Additional Bonds may be issued in a principal amount sufficient to pay such Costs, including making of my
deposits into the funds or accounts required by the provisions of the Indenture and providing amounts for Costs of
Issuance of such Additional Bonds.
Refunding Bonds.
(a) One or more Series of Refunding Bonds may be issued, authenticated and delivered upon original
issuance for the purpose of refunding all or any portion of the Outstanding Parity Obligations. Refunding Bonds
may be issued in a principal amount sufficient to accomplish such refunding including providing amounts for the
Costs of Issuance of such Refunding Bonds, and the making of my deposits into the funds and accounts required by
the provisions of the Indenture.
(b) Refunding Bonds of each Series will be authenticated and delivered by the Trustee only upon
receipt by the Trustee (in addition to the documents required by the Indenture) of an Opinion of Bond Counsel to the
effect that the Parity Obligations (or the portion thereof) to be refunded are deemed paid pursuant to the Issuing
Instrument authoring such Parity Obligations. Such Opinion of Bond Counsel may rely upon an Accountant's
Certificate as to the sufficiency of available funds to pay such Parity Obligations. The Trustee may conclusively
rely on such Opinion of Bond Counsel in determining whether the conditions precedent for the issuance and
authentication of such Series of Refunding Bonds have been satisfied.
(c) The proceeds, including seemed interest, of the Refunding Bonds of each Series will be applied
simultaneously with the delivery of such Bonds as provided in the Supplemental Indenture authorizing such Series
of Refunding Bonds.
B-17
Conditions to Issuance of Parity Obligations.
(a) Without regard in clause (d), the City may, at any time and from time to time, issue or enter into a
transaction under a Qualified Swap Agreement, the Net Payments under which constitute Parity Obligations,
provided that: (i) the transaction relates to a principal amount of Outstanding Parity Obligations or investments held
under an Issuing Instrument for Parity Obligations, in each case as specified by an Authorized City Representative;
(ii) the notional amount of the transaction does not exceed the principal assent of the related Parity Obligation or
the amount of such investments, as applicable; and (iii) either: (x) at the time of entering into the transaction, the
counterparty (or a guarantor of the coumerpary's obligations under the transaction) is rated at least "As" by
Moody's or "AA" by S&P and the Qualified Swap Agreement includes the Collateral Requirements; or (y) the City
has received a Rating Confirmation from each Rating Agency then rating Parity Obligations at the request of the
City with respect in such transaction.
(b) The City may, at any time and from time to time, issue Refunding Parity Obligations provided that
either: (i) the requirements set forth in clause (d) are satisfied upon the issuance of such Refunding Parity
Obligations and the application of the proceeds thereof; or (it) the City has provided to the Trustee a certificate
showing that the Aggregate Adjusted Annual Debt Service for all Parity Obligations to be Outstanding after the
issuance of such Refunding Parity Obligations does 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.
(c) Without regard to clause (d), the City may, at any time and from time to time, enter into Credit
Support Agreements or otherwise become obligated for Credit Provider Reimbursement Obligations with respect to
Parity Obligations.
(d) 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 an Independent Engineer, showing: (i) that the Adjusted Net Revenues for the applicable Calculation
Period, which Calculation Period will be selected by the City in its sole discretion, amount 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
amount 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 an Independent Engineer, 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, amount in at
least 1.25 times the Maximum Adjusted Annual Debt Service on all Parity Obligations to be Outstanding during the
applicable Fiscal Year, 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, amounts to at least 1.00 times the Maximum Adjusted Annual Debt Service on all
Parity Obligations to be Outstanding during the applicable Fiscal Year. For purposes of preparing the certificate or
certificates described in clause (x), the City and any Independent Engineer will utilize and rely on financial
statements prepared by the City which have been subject to audit by an Independent Certified Public Accountant but
may utilize and rely upon the books and records of the City or any financial statements prepared by the City which
have not been subject to audit by an Independent Certified Public Accountant if audited financial statements for the
particular Calculation Period selected by the City are not available.
Conditions of Issuance of Subordinate Obligations.
(a) The City may, at any time or from time to time, issue Subordinate Obligations without satisfying
the requirements of the Indenture with respect to Parity Obligations for any purpose in connection with the Electric
System, including, without limitation, the financing of a pan of the cost of acquisition and construction of any
Capital Improvement or the refunding of my Subordinate Obligations or Outstanding Parity Obligations (or portions
thereof). Such Subordinate Obligations may be secured by a pledge of Revenues and amounts in the Light and
B-IS
Power Fund, provided that any such pledge will be, and will be expressed to be, subordinate and junior in all
respects to the pledge of the Revenues and amounts in the Light and Power Fond securing such Parity Obligations as
may be Outstanding from time to time, including Parity Obligations issued after the issuance of such Subordinate
Obligations. Such Subordinate Obligations may be payable from Net Revenues and amounts in the Light and Power
Fund, other than the Operating Reserve, as may from time to time be available for such payment in accordance with
the Master Indenture, provided that any such payment will be, and will be expressed to be, subordinate and junior in
all respects to the payment from such sources of such Parity Obligations as may be Outstanding from time to time,
including Parity Obligations issued after the issuance of such Subordinate Obligations.
(b) The Issuing Instrument for Subordinate Obligations must contain provisions (which will be
binding on all owners of such Subordinate Obligations) not more favorable to the owners of such Subordinate
Obligations thin the following:
(1) If an Event of Bankruptcy with respect to the City occurs and is continuing, the owners of
all Outstanding Parity Obligations will be entitled to receive payment in full in cash of all principal, interest and all
other payments due with respect to all such Parity Obligations, including any Termination Payments, before the
owners of the Subordinate Obligations are entitled to receive any payment from the Net Revenues and amounts in
the Light and Power Fund with respect to the Subordinate Obligations.
(2) In the event that any Subordinate Obligation is declared due and payable before its
expressed maturity because of the occurrence of an event of default (under circumstances when the provisions of
clause (1) are not applicable), the owners of all Parity Obligations Outstanding at the time such Subordinate
Obligation so becomes due and payable because of such event of default, will be entitled to receive payment in full
in cash of all principal, interest and all other payments due with respect to all such Parity Obligations before the
owners of such Subordinate Obligation me entitled to receive any accelerated payment from Net Revenues and
amounts in the Light and Power Fund with respect to such Subordinate Obligation. For purposes of the foregoing, a
termination payment with respect to a Public Finance Contract which is not a Qualified Swap Agreement will not be
considered a declaration of amounts due and payable before expressed maturity even if declared due and payable
because of the occurrence of an event of default.
(3) If any default with respect to my Outstanding Parity Obligation has occurred and is
continuing (under circumstances when the provisions of clause (1) above is not applicable), the owners of all
Outstanding Parity Obligations will be entitled to receive payment in full in cash of all principal, interest and all
other payments due with respect to all such Parity Obligations as the same become due and payable in accordance
with the provisions of the Issuing Instrument authorizing the issuance of such Parity Obligations before the owners
of the Subordinate Obligations are entitled to receive, subject to the provisions of clause (5), any payment from the
Net Revenues and amounts in the Light and Power Fund with respect to the Subordinate Obligations.
(4) No Bondowner or owner of other Outstanding Parity Obligations will be prejudiced in his
right to enforce subordination of the Subordinate Obligations by my act or failure to rat on the part of the City or
the Tmstec.
(5) The Subordinate Obligations may provide that the provisions of clauses (1), (2), (3) and
(4) are solely for the purpose of defining the relative rights of the Owners of the Bonds and the owners of all other
Outstanding Parity Obligations on the one hand, and the owners of Subordinate Obligations on the other hand, and
that nothing therein will impair, as between the City and the owners of the Subordinate Obligations, the obligation
of the City, which may be unconditional and absolute, to pay to the owners of such Subordinate Obligations the
principal thereof and premium, if any, and interest thereon in accordance with their terms, nor will anything in the
Indenture prevent the owners of the Subordinate Obligations from exercising all remedies otherwise permitted by
applicable law, or under the Subordinate Obligations or the Issuing Instruments authorizing the Subordinate
Obligations, upon default under such Subordinate Obligations or Issuing Instruments, subject to the rights under
clauses (1), (2), (3) and (4) above of the Owners of Outstanding Bonds and the owners of other Outstanding Parity
Obligations to receive payment from the Net Revenues and amounts in the Light and Power Fund otherwise payable
or deliverable to the owners of the Subordinate Obligations; and the Subordinate Obligations may provide that,
insofm as a trustee, fiscal agent or paying agent for such Subordinate Obligations is concerned, the foregoing
provisions do not prevent the application by such trustee, fiscal agent or paying agent of any moneys deposited with
B-19
such trustee, fiscal agent or paying agent for the purpose of the payment of or on account of the principal (and
premium, if any) and interest on such Subordinate Obligations if such trustee, fiscal agent or paying agent did not
have knowledge at the time of such application that such payment was prohibited by the foregoing provisions.
(c) Any Subordinate Obligations may have such rank or priority with respect to any other Subordinate
Obligations as may be provided in the Issuing Instrument, authorizing the issuance or securing of such Subordinate
Obligations and rosy contain such other provisions as are not in conflict with the provisions of the Indenture.
Credit Provider Bonds. Subject only to the provisions that are set forth under the caption "—Bonds
Constitute Special Obligations," notwithstanding any other provision contained in the Indenture to the contrary,
Bonds which are Credit Provider Bonds will have terms and conditions, including terns of maturity, payment,
prepayment and interest rate, as will be specified in the applicable Credit Support Agreement.
GENERAL TERMS AND PROVISIONS OF BONDS
Medium of Payment; Form and Date; Letters and Numbers.
(a) Unless otherwise provided with respect to a Series of Bonds in the Supplemental Indenture
authorizing such Series, the Bonds of each Series will be payable, with respect to principal, Redemption Price, if
any, Purchase Price, if any, and interest in my win or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts.
(b) The Bonds of each Series will be dated as provided in or determined pursuant to the Supplemental
Indenture authorizing such Series. Unless otherwise provided with respect to a Series of Bonds in the Supplemental
Indenture authorizing such Series, the Bonds of each Series will bear interest from the Interest Payment Date next
preceding the date of authentication thereof unless: (i) such Bonds are authenticated on an Interest Payment Date, in
which event from such Interest Payment Date; and (ii) unless such Bonds are authenticated after a Record Date and
before the next succeeding Interest Payment Date for such Bonds, in which event from such Interest Payment Date;
provided, however, that if the date of authentication of a Bond is prior to the Record Date for the first Interest
Payment Date for such Bond, such Bond will bear interest from its original dated date. Notwithstanding the
foregoing, if the City defaults in the payment of interest, then the Bonds will bear interest from the date to which
interest has been paid or if no interest has been paid, from their original dated date.
(c) Unless otherwise provided with respect to a Series of Bonds in the Supplemental Indenture
authorizing such Series, the interest payable on Bonds will be calculated on the basis of a 360-day year of twelve
thirty day months.
(d) Except as otherwise provided in the Representation Letter with a Securities Depository for Book -
Entry Bonds (or, with respect to a Series of Bonds in the Supplemental Indenture authorizing such Series), interest
on each Bond will be payable on each Interest Payment Date for such Bond and will be paid by check of the Trustee
mailed on such Interest Payment Date to the Owner of such Bond shown on the Bond Register as of the close of
business on the Record Date immediately preceding such Interest Payment Date. Owners of at least $1,000,000
aggregate principal amount (or, with respect to a Series of the Bonds, such other principal amount as may be
specified in the Supplemental Indenture authorizing such Series), of Bonds of my Series may, at my time prior to a
Record Date with respect to the payment of interest on such Bonds, give the Trustee written instructions for payment
of such interest on each succeeding Interest Payment Date for such Bonds by wire transfer or by deposit to an
account within the United States of America. Notwithstanding the foregoing, however, if the City defaults in the
payment of interest due on Bonds on my Interest Payment Date, such interest will cease to be payable to the persons
in whose name such Bonds were registered in the Bond Register on the Record Date for such Interest Payment Date,
and will be payable, when and if paid by the City, to the persons in whose names such Bonds are registered at the
close of business on the record date fixed therefor by the Trustee, which may not be more than 15 days and not less
than 10 days prior ro the date of the proposed payment.
(e) Unless redeemed prior to such date, the principal of each Bond will be payable on its maturity date
and the Redemption Price of each Bond called for redemption prior to maturity, subject to the terms of the
V]Pi0
Indenture, will be payable on the applicable redemption date. Except as otherwise provided in the Representation
Letter with a Securities Depository for Book -Entry Bonds, the principal and, if applicable, the Redemption Price of
each Bond will be payable only upon presentation and surrender of such Bond at the Principal Office of the Trustee
or any other Paying Agent for such Bond for cancellation; provided that the Trustee may agree with the Owner of
any Bond that such Owner may, in lieu of surrendering the same for a new Bond, endorse on such Bond a record of
partial payment of the principal of such Bond in the form set forth in the Indenture.
The Trustee will maintain a record of each such partial payment made in accordance with the foregoing
agreement and such record of the Trustee will be conclusive. Such partial payment will be valid upon payment of
the amount thereof to the Owner of such Bond, and the City and the Trustee will be fully released and discharged
from all liability to the extent of such payment regardless of whether such endorsement has or has not been made
upon such Bond by the Owner thereof and regardless of any error or omission in such endorsement.
Book -Entry Bonds.
(a) Unless otherwise provided with respect to a Series of Bonds in the Supplemental Indenture
authorizing such Series, the Bonds of each Series will be issued as Book -Entry Bonds in fully registered form with
no distribution of physical bonds made in the public. Except as otherwise provided in the Indenture, the Book -Entry
Bonds of each Series will be registered in the name of the Securities Depository or its Nominee as directed by the
Securities Depository. The payment of Book -Entry Bonds and the giving of notices will be governed by the terms
of the Representation Letter with the Securities Depository for the Book -Entry Bonds. DTC will act as the initial
Securities Depository for the Book -Entry Bonds and has designated Cede & Co. as its Nominee. DTC has
represented to the City that it will maintain a book -entry program in recording ownership interests in the Book -Entry
Bonds of its Participants and the ownership interests of a Beneficial Owner of a Bond will be recorded through book
entries on the records of the Participants.
(b) Bonds of each Series which are not Book -Entry Bonds will be defivered in the Owners thereof as
fully registered Bonds in the form specified in the Supplemental Indenture authorizing the issuance of such Series of
Bonds, with the ownership of such Bonds being recorded in the Bond Register.
(c) In the event that DTC or any successor Securities Depositary ceases to act as Securities
Depository for Bonds of a Series, then Bonds of such Series in certificated form will be issued to the Owners in
substantially the form of the Bond delivered to the former Securities Depositary or its Nominee with necessary
changes to reflect non -book -entry status as approved by the officers of the City executing such Bonds. The issuance
of individual Bonds in certificated form will be accomplished as provided in the Representation Letter.
(d) With respect to Bonds registered in the Bond Register in the name of a Securities Depository or a
Nominee, the City, the Trustee and each Paying Agent have no responsibility or obligation to any Participant or to
any Beneficial Owner. Without limiting the immediately preceding sentence, none of the City, the Trustee or any
Paying Agent have my responsibility or obligation with respect to: (i) the accuracy of the records of a Securities
Depositary, its Nominee or any Participant as to any ownership interest in the Bonds; (ii) the delivery to any
Participant, Beneficial Owner or my other person, other than an Owner as shown in the Bond Register, of any notice
with respect to the Bonds; or (in) the payment to my Participant, Beneficial Owner or my other person, other than
an Owner as shown in the Bond Register, of my amount with respect to principal and Purchase Price of, premium, if
my, or interest on the Bonds. The City, the Trustee and each Paying Agent may treat and consider the person in
whose name each Bond is registered in the Bond Register as the absolute Owner of such Bond for the purpose of
payment of principal and Purchase, Price of, premium, if my, and interest on such Bond, for the purpose of
registering transfers with respect in such Bond, and for all other purposes whatsoever. None of the City, the Trustee
or my Paying Agent will be affected by any notice to the contrary. All principal and Purchase Price of, premium, if
my, and interest on the Bonds will be paid only to or upon the order of the respective Owner, as shown in the Bond
Register, or their respective attorneys duly authorized in writing, and all such payments will be valid and effmfive to
fully satisfy and discharge the City's obligations with respect to payment of principal and Purchase Price of,
Redemption Price, if my, and interest on the Bonds to the extent of the sum or sums so paid, and none of the City,
the Trustee or my Paying Agent will be affected by my notice to the contrary. No person other than an Owner, as
shown in the Bond Register, will receive a Bond evidencing the obligation of the City to make payments of principal
and Purchase Price of, Redemption Price, if my, and interest pursuant to the Indenture.
B-21
(e) Upon delivery by a Securities Depository to the City of written notice to the effect that the
Securities Depository has determined to substitute a new Nominee in place of its current Nominee, and subject to the
provisions in the Indenture with respect to Record Dates, the word Nominee for purposes of the Indenture refers to
such new Nominee of the Securities Depository, and upon receipt of such a notice the City will promptly deliver a
copy of the same to the Trustee.
(f) Notwithstanding any other provision of the Indenture and so long as Book -Entry Bonds are
registered in the name of a Nominee, the City and the Trustee will cooperate with the Securities Depository in
effecting payment of the principal of, Redemption Price, if any, and interest on such Book -Entry Bonds by arranging
for payment in such manner as the Securities Depository may reasonably instruct in writing that funds for such
payments are properly identified and are made available on the date they are due, all in accordance with the
Representation Letter, the provisions of which the Trustee may rely upon to implement the foregoing procedures.
(g) A Securities Depository for the Book -Entry Bonds may resign upon giving 30 days written notice
of such resignation to the City and the Trustee. The City may terminate the use of the book -entry system of a
Securities Depository for Book -Entry Bonds upon giving 30 days written notice of such termination to the Securities
Depository and the Trustee. Any such resignation or termination will become effective upon the earlier of the
appointment of a successor Securities Depository for Book -Entry Bonds by the City or the issuance of Bonds which
are not Book -Entry Bonds pursuant to the Indenture.
Transfers Outside Book -Entry Program. In the event that the resignation or removal of a Securities
Depository box become effective pursuant to the Indenture, then the City will thereupon discontinue the current
book -entry program for the Book -Entry Bonds with such Securities Depository. In such event, the City will cause
the Trustee to obtain from the former Securities Depository a list showing the interests of the Participants in the
Book -Entry Bonds and will 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 the event that the City determines to use a substitute Securities
Depository, the City will so notify the Trustee and each Paying Agent for Book -Entry Bonds. If, prior to the
termination of the current Securities Depository's book -entry system for the Book -Entry Bonds, the City fails to
identify another qualified Securities Depository to replace the correct Securities Depository, then the Book -Entry
Bonds will no longer be required to be registered in the name of a Securities Depository or its Nominee and the City
will issue, and the Trustee will authenticate, replacement Bonds in the appropriate amounts and in whatever name or
names the Owners of the Book -Entry Bonds designate pursuant to the Representation Letter with the former
Securities Depository. In the event that the City determines that the Beneficial Owners of the Bonds are able to
obtain physical Bonds through a Securities Depository, the City 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
will authenticate, transfer and exchange Bonds as required by the Securities Depository in the appropriate names and
amounts, which will be in Authorized Denominations.
Bond Register. The Trustee will keep or cause to be kept, at its Principal Office, sufficient books for the
registration and transfer of the Bonds of each Series which will at all times be open to inspection during regular
business hours by the City upon reasonable notice, and, upon presentation for such purpose, the Trustee will, 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 City, the Trustee and each Paying Agent may rely on the address of the Owner of each Bond as it
appears on the Bond Register for any and all purposes. It is 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, terms and maturity of any other Authorized Denominations.
Negotiability Transfer and Registry. Each Bond will 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
B-22
Owner or the Owner's duly authorized attorney. Upon the transfer of any such Bond, the City will execute and the
Trustee will authenticate, deliver and register in the Bond Register in the name of the transferee a new Bond or
Bonds of the same aggregate principal amount. Series, terms and maturity as the surrendered Bond.
Regulations With Respect to Exchanges and Transfers. Subject to the temts 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 City will execute and the Trustee will 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 will forthwith be delivered to the Trustee and cancelled by the Trustee. Unless the Indenture
relating to such Bonds provides that such transfer or exchange is made without charge to the Owner, for every such
exchange or transfer of Bonds, whether temporary or definitive, the City 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 City 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 City
may execute and the Trustee will authenticate and deliver a new Bond of like date of Series, 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 City or the Trustee; (it) 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 City and the Trustee, are mmplied
with; and (iv) expenses in connection with such transaction are paid by the Owner. Any Bond surrendered for
exchange will be cancelled. Any such new Bond issued pursuant to the Indenture in substitution for a Bond alleged
to be destroyed, stolen or lost will constitute original additional contractual obligations on the part of the City,
whether or not the Bond so alleged to be destroyed, stolen or lost be at any time enforceable by anyone, and will be
equally payable from the Net Revenues and the other funds pledged therefor and available under the Indenture on a
parity with and entitled to equal and proportionate benefits with, all other Bonds.
Temporary Bonds.
(a) Subject to the terms of a Representation Letter with a Securities Depository for Book -Entry
Bonds, until the definitive Bonds are prepared, the City may execute, in the same manner as is provided in the
Indenture with respect to definitive Bonds, and upon the request of the City, the Trustec will authenticate and
deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive
Bonds except as to the exchangeability for Bonds, one or more temporary Bonds substantially of the tenor of the
definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in Authorized Denominations, and with
such omissions, insertions and variations as may be appropriate to temporary Bonds. The installments of interest
payable on such temporary Bonds will be payable in the same manner as interest is payable on the definitive Bonds
in lieu of which such temporary Bonds were issued. The City, at its own expense, will prepare and execute and,
upon the surrender of such temporary Bonds for exchange and the cancellation of such surrendered temporary
Bonds, the Trustee will authenticate and, without charge to the Owner thereof, deliver in exchange therefor,
definitive registered Bonds of the same aggregate Series, principal amount, terms, maturity, and date of issue as the
temporary Bonds surrendered. Until so exchanged, the temporary Bonds ofa Series will in all respects be entitled to
the same benefits and security as definitive Bonds authenticated and issued pursuant to the Indenture authorizing the
issuance of such Series of Bonds.
(b) Temporary Bonds authorized in more than one denomination, upon surrender thereof at the
Principal Office of the Trustee, may at the option of the Owner thereof, and upon payment by such Owner of any
charges which may be made as provided in the Indenture be exchanged for an equal aggregate principal amount of
temporary Bonds of the same Series, maturity, and containing the same terns, of any of the Authorized
Denominations as requested by such Owner.
(c) All temporary Bonds surrendered in exchange either for another temporary Bond or Bonds or for a
definitive Bond or Bonds will be forthwith cancelled by the Trustee.
B-23
Cancellation and Destruction of Bonds. All Bonds paid or redeemed, either at or before maturity, and all
Bonds surrendered for transfer or exchange, will be delivered to the Trustee when such payment, redemption or
surrender is made, and such Bonds, together with all Bonds purchased by the Trustee, will thereupon be promptly
cancelled. Bonds so cancelled may at any time be destroyed by the Trustee, who will execute a certificate of
destruction in duplicate by the signature of one of its authorized officers describing the Bonds so destroyed, and one
executed certificate will be filed with the City and the other executed certificate will be retained by the Trustee.
REDEMPTION OF BONDS
Redemotion Otherwise Than at City's Directima Whenever by the terms of the Indenture, the Trustee is
required or authorized to redeem Bonds otherwise than at the option or direction of the City and the Indenture does
not expressly set forth the principal amount of Bonds of each Series and maturity so subject to redemption to be
redeemed, the City may select the principal amounts of the Bonds of each Series and maturity to be redeemed
(which Series, maturities and principal amounts to be redeemed will be determined by the City in its sole discretion,
subject many limitations with respect thereto contained in the Indenture and provided that, with respect to my Bond
to be redeemed in part, the portion of such Bond which is not to be redeemed is in an Authorized Denomination) and
in the event that the City does not notify the Trustee of such Series, maturities, and principal amounts, to be
redeemed on or before the 45th day preceding the redemption date, the Trustee will, in its sole discretion, subject to
any limitations with respect to the Series, maturity, or principal amount of Bonds to be redeemed contained in the
Indenture, select the Series, maturities and principal amounts of Bonds to be redeemed, which selection will be
conclusive, give the notice of redemption and pay out of moneys available therefor the Redemption Price thereof to
the Owners of the Bonds to be redeemed or to appropriate Paying Agents in accordance with the terms of the
Indenture.
Selection of Bonds to be Redeemed. If less than all of the Outstanding Bonds, or less than all of the
Outstanding Bonds of like Series and maturity, are called for prior redemption, except as otherwise provided with
respect to Credit Provider Bonds in the Supplemental Indenture authorizing such Credit Provider Bonds or in the
applicable Credit Support Agreement or except as otherwise provided with respect to Book -Entry Bonds in a
Representation Letter, the particular Bonds or portions of Bonds to be redeemed will, subject many 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 Bond of a denomination
greater than the minimum Authorized Denomination for the Bonds of a Series will be redeemed in part only in a
principal amount such that the portion of such Bond which is not redeemed is in an Authorized Denomination for
such Series and that, in selecting portions of Bonds of a Series for redemption, the Trustee will treat each Bond of
each Series as representing that number of Bonds of the minimum Authorized Denomination for such Series which
is obtained by dividing the principal amount of such Bond by the minimum Authorized Denomination for the Bonds
of such Series.
Notice of Redemption.
(a) When the Trustee receives notice from the City of the exercise of its option to redeem Bonds or of
its direction to otherwise cause the redemption of Bonds pursuant to the Indenture, and when redemption of Bonds
of a Series is authorized or required pursuant to the Indenture, the Trustee will give notice, in the name of the City,
of the redemption of such Bonds, which notice will be mailed, by first class mail, postage prepaid, not more than 60
nor less than 30 days before the redemption date to the Owners of any Bonds to be redeemed (in whole or in par) at
their addresses appearing in the Bond Register. Such notice will specify the Series and maturity dam of the Bonds to
be redeemed, the redemption date and the place or places where amounts due upon such redemption will be payable
and, if less than all of the Bonds of any like Series and maturity are to be redeemed, the letters and numbers or other
distinguishing marks of such Bonds so to be redeemed, and, in the case of Bonds to be redeemed in part only, such
notice will also specify the respective portions of the principal amount thereof to be redeemed. Such notice will
further state that, except w provided in clause (b), on such date there will become due and payable upon each Bond
to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portion of the principal
amount thereof to be redeemed in the case of a Bond to be redeemed in part only, and that from and after such date
interest on such Bond or the portion of such Bond to be redeemed will cease to accrue and be payable.
B-24
Receipt of such notice is not a condition precedent in the redemption of Bonds and Failure of my Owner of
a Bond in receive my such notice or my insubstantial defect in such notice will not affect the validity of the
proceedings for the redemption of Bonds. Any defect in such notice given to the Owners of less than all of the
Bonds to be redeemed will not affect the validity of the proceedings for the redemption of the Bonds as in which the
notice of redemption did not contain such defect.
(b) In the event that funds required to pay the Redemption Price of Bonds to be redeemed at the
option of the City are not on deposit with the Trustee at the time the Trustee gives notice of redemption to the
Owners of such Bonds, such notice will 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 Bonds to be
redeemed, and that if such moneys have not been so received said notice will be of no force and effect and the City
will not be required to redeem such Bonds. In the event a notice of redemption of Bonds contains such a condition
and such moneys are not so received, the redemption of Bonds as described in the conditional notice of redemption
will not be made and the Trustee will, within a reasoruble time after the date on which such redemption was to
occur, 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 will be no redemption of Bonds pursuant to the conditional notice of redemption.
(c) If upon the expiration of 60 days succeeding any redemption date, my Bonds called for
redemption have not been presented to the Trustee for payment, the Trustee will no later than 90 days following
such redemption date send written notice by first class mail to the Owrrer of each Bond not so presented. Failure to
mail the notices required by the Indenture to any Owner, or my defect in my notice so mailed, will not affect the
validity of the proceedings for redemption of any Bonds nor impose any liability on the Trustee.
(d) In addition to the notice of redemption required pursuant to clause (a), if my Bonds me to be
redeemed, then at the written request of an Authorized City Representative received at least 45 days before the
redemption date, at least 30 days before the redemption date, the Trustee will also give redemption notice by: (i)
registered or certified mail, return receipt requested, postage prepaid; (it) telephonically confirmed facsimile
transmission; or (iii) overnight delivery service, to one of the Information Services. Failure to give the foregoing
notices or my defects therein will not in my manner affect the proceedings for redemption of my Bonds.
(e) Neither the City nor the Trustee have my responsibility for my defect in the CUSIP number that
appears on my Bonds or in any redemption notice or other notice with respect thereto, and my such redemption
notice or other notice may contain a statement to the effect that CUSIP numbers have been assigned by an
independent service for convenience of reference and that neither the City nor the Trustee will be liable for my
inaccuracy in such numbers.
Partial Redemption of Bonds. Upon amender of my Bond to be redeemed in part only, the City will
execute, and the Trustee will authenticate and deliver to the Owner of such Bond, at the expense of the City, a new
Bond or Bonds of Authorized Denominations equal in aggregate principal amount to the unredeemed portion of the
Bond surrendered, of the same Series, maturity and temns as the surrendered Bond.
Effect of Notice and Availability of Redemption Money. Subject to the provisions of the Indenture, notice
of redemption having been duly mailed to the Owners of the Bonds to be redeemed (in whole or in part), as provided
in the Indenture, and the amount necessary for the redemption having been made available for that purpose and
being available therefor on the date fixed for such redemption: (a) the Bonds, or portions thereof, designated for
redemption will, on the date fixed for redemption, become due and payable at the applicable Redemption Price
thereof, as provided in the Indenture, anything in such Indenture or in the Bonds to the contrary notwithstanding; (b)
except as otherwise provided in a Representation Letter, upon presentation and surrender thereof at the Principal
Office of the Tmstee or mother Paying Agent for such Bonds, the Bonds to be redeemed will be redeemed at the
applicable Redemption Price; (c) the Bonds or portions thereof so designated for redemption will be deemed to be
no longer Outstanding and such Bonds or portions thereof will cease to bear further interest; and (d) after the date
fixed for redemption no Owner of any of the Bonds or portions thereof so designated for redemption will be entitled
to my of the benefits of the Indenture, or to my other rights, except with respect to payment of the Redemption
Price thereof from the amounts so made available.
B-25
ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF
Pledge of Trust Estate. Subject to the application thereof on the terms and conditions provided in the
Indenture, to secure the payment of all the Outstanding Bonds, including Credit Provider Bonds, and the interest
payments becoming due thereon according to their tenor, purport and effect, and to secure the performance and
observance of all of the covenants, agreements and conditions contained in the Outstanding Bonds, including Credit
Provider Bonds, and the Indenture, the City has irrevocably granted 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 Credit Provider
Bonds, which lien on, security interest in and pledge of the Revenues and amounts in the Light and Power Fund
included in the Trust Estate will be on a parity with any pledge of Revenues and manuals in the Light and Power
Fund securing Parity Obligations, including Credit Support Agreements for Parity Obligations and Qualified Swap
Agreements. The lien on and security interest in and pledge of the Trust Estate constitutes a first pledge of and
charge and lien upon the Trust Estate, will immediately attach and be effective, binding and enforceable against the
City, its successors, purchasers of any of the Trust Estate, creditors and all others asserting rights therein 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 the Bond Ordinance and Chapter 5.5 of Division 6 of Title I (commencing with
Section 5450) of the Government Code of the State.
Funds. To ensure the payment when due and payable, whether at maturity or upon redemption or upon
acceleration, of the principal of, Redemption Price, if any, and interest on the Bonds, there have beem established
the following funds and accounts, to be held and maintained by the Trustee and applied as provided in the Indenture
for so long as any of the Bonds are Outstanding:
(a) the City of Vernon Electric System Debt Service Fund, comprised of an Interest Account, a
Principal Account and a Sinking Fund Account;
(b) the City of Vernon Electric System Redemption Fond;
(c) the City of Vernon Electric System Debt Service Reserve Fund;
(d) the City of Vernon Electric System Expense Stabilization Fund; and
(e) the City of Vernon Electric System Rebate Fund.
Debt Service Fad.
(a) From the moneys paid by the City to the Trustee pursuant to the Indenture, the Trustee, upon
receipt of such moneys, will deposit the following amounts in the following specified accounts within the Debt
Service Fund: (1) for deposit in the Interest Account, an amount equal to the interest payable on the Outstanding
Bonds on the applicable Interest Payment Date; (2) for deposit in the Principal Account, an amount equal to the
principal of the Outstanding Bonds maturing on the applicable maturity date; and (3) for deposit in the Sinking Fund
Account, an amount equal to the Sinking Fund Installment due on the applicable Sinking Fund Installment due date.
(b) From the moneys paid by the City pursuant to the Trustee other than in connection with regularly
scheduled payments on the Bonds or redemption of Bonds, the Trustee, upon receipt of such moneys, will deposit
the following amounts in the following specified accounts within the Debt Service Fund: (1) for deposit in the
Interest Account, an amount equal to the interest on the Outstanding Bonds then payable; and (2) for deposit in the
Principal Account, an amount equal to the principal of the Outstanding Bonds then payable.
(c) In the event that Bonds which are Term Obligations purchased or redeemed at the option of the
City are deposited with the Trustee for the credit of the Sinking Fund Account not less than 45 days prior to the due
date for any Sinking Fund Installment for such Bonds, such deposit will satisfy (to the extent of 100% of the
principal amount of such Bonds) any obligation of the City to make a payment to the Trustee pursuant to the
B-26
Indenture with respect to such Sinking Fund Installments. Any Bond so deposited with the Trustee will be cancelled
and will no longer be deemed to be Outsmoding for any purpose. Upon making the deposit with the Trustee of
Bonds which are Tenn Obligations as provided in the Indenture, the City may specify the dates and amounts of
Sinking Fund Installments for such Bonds as to which the City's obligations to make a payment to the Trustee
pursuant to the Indenture will be satisfied.
(d) Except as provided in the Indenture: (1) amounts deposited in the Interest Account will remain
therein until expended for the payment of interest on the Bonds; (2) amounts deposited in the Principal Account will
remain therein until expended for the payment of principal of the Bonds; and (3) amounts deposited in the Sinking
Fund Account will remain therein until expended for the redemption or payment at maturity from Sinking Fond
Installments of Bonds which are Term Obligations.
(e) The Trustee will apply amounts in the Interest Account to the payment when due of interest on the
Outstanding Bonds. The Trustee will apply amounts in the Principal Account to the payment when due of principal
of the Outstanding Bonds. The Trustee will apply amounts in the Sinking Fund Account m the redemption (or
payment at maturity) of the Bonds which are Term Obligations.
In the event that one or more Paying Agents have been appointed for the Bonds, moneys may be transferred
by the Trustee to such Paying Agents from the appropriate account in the Debt Service Fond for deposit into a
special trust account to ensure the payment when due of the principal of, Redemption Price, if my, and interest on
the Bonds. In the event that my principal of, Redemption Price or interest on, my Bond has been paid from
amounts made available pursuant to a Credit Support Instrument, amounts in the appropriate accounts in the Debt
Service Fund with respect to such Bond, and my such amounts transferred by the Trustee from the Debt Service
Ford to a Paying Agent for such Bond pursuant to the Indenture, will be paid to the applicable Credit Provider as a
reimbursement of the amounts so paid.
Redemption Fund. From the moneys paid by the City pursuant to the Indenture fro redemption of Bonds,
the Trustee will deposit in the Redemption Fund an amount equal to the Redemption Price of the Bonds to be
redeemed. Said moneys will be set aside in said Fund and applied on or after the redemption date to the payment of
the Redemption Price of the Bonds to be redeemed and, except as otherwise provided in the Indenture, will be used
only for that purpose. In the event that one or more Paying Agents have been appointed for the Bonds which are to
be redeemed with moneys in the Redemption Fund, amounts in the Redemption Fund may be transferred from such
Fund by the Trustee to the Paying Agent for the Bonds to be redeemed for deposit into a special tout account held
by such Paying Agent to ensure the payment when due the Redemption Price of the Bonds m be redeemed. In the
event that the Redemption Price of a Bond has been paid by a Credit Provider pursumt to a Credit Support
Instrument, amounts in the Redemption Fund with respect to such Redemption Price, and my such amounts
transferred by the Trustee from the Redemption Fund to a Paying Agent for such Bonds purommt to the Indenture,
will be paid to such Credit Provider as a reimbursement of the amounts w paid. If, after all of the Bonds designated
for redemption have been redeemed and cancelled or paid and cancelled, there are moneys remaining in the
Redemption Fond, said moneys will be transferred to the Interest Account; provided, however, that if said moneys
are part of the proceeds of Refunding Obligations said moneys will be applied as provided in the Issuing Instrument
authorizing the issuance of such Refunding Obligations.
Debt Service Reserve Fund.
(a) If on my date on which the principal or 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 will apply amounts from
the Debt Service Reserve Fund to the extent necessary to make good the deficiency.
(b) Except as provided in clause (e) below, if on the last Business Day of my month the amount on
deposit in any Debt Service Reserve Ford exceeds the Debt Service Reserve Requirement, such excess will be
applied to the reimbursement of each drawing on a Reserve Financial Guaranty deposited in or credited to such
Fund and to the payment of interest or other amounts due with respect to such a Reserve Financial Guaranty and my
remaining moneys will be deposited in the Interest Account.
B-27
(c) Whenever the amount in the Debt Service Reserve Fund (excluding Reserve Financial
Guaranties), together with the amount in the Debt Service Fund, is sufficient to pay in full all of the Outstanding
Bonds in accordance with their terms (including principal or Redemption Price and interest thereon), the funds on
deposit in the Debt Service Reserve Fond will be transferred to the Debt Service Fund.
(d) In the event of the refunding of one or mom Bonds (or portions thereof), the Trustee will, upon the
written direction of an Authorized City Representative, withdraw from the Debt Service Reserve Fond any or all of
the amounts on deposit therein (excluding Reserve Financial Guaranties) and deposit such amounts with itself as
Trustee, or the Escrow Agent for the Bonds to be refunded, 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 may not be made unless: (1) immediately thereafter the Bonds (or portions thereof) being refunded are
deemed to have been paid pursuant to the Indenture; and (b) the amount remaining in the Debt Service Reserve Fund
after such withdrawal (including the amount of any Reserve Financial Guaranties), taking into account any deposits
to be made in the Debt Service Reserve Fund in connection with such refunding, is not less than the Debt Service
Reserve Requirement.
(e) In lieu of the deposits and transfers to the Debt Service Reserve Fund required by the Indenture,
the City 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 will 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 thereunder): (1) on any date on which
moneys are 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 Bands and such withdrawal cannot be met by amounts on deposit in the
applicable accounts in the Debt Service Reserve Fond; (2) on the first Business Day which is at least on 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 the Reserve Financial Guaranty expired, unless a substitute Reserve Financial
Guaranty with an expiration date not earlier than I80 days after the expiration date of the expiring Reserve Financial
Guaranty (or the earlier maturity of all then Outstanding Bonds) is acquired prior to such date or the City deposits
funds in the Debt Service Reserve Ford can or before such date such that the amount in the Debt Service Reserve
Ford on such date (without regard to such expiring Reserve Financial Guaranty) is at least equal to the Debt Service
Reserve Requirement.
If, upon the deposit of a Reserve Financial Guaranty into the Debt Service Reserve Ford pursuant to the
Indenture, there is any amount in the Debt Service Reserve Fund in excess of the Debt Service Reserve
Requirement, such excess amount may be applied to the cost of acquiring such Reserve Financial Guaranty and, to
the extent not so applied, will be transferred to the Interest Account.
Rebate Fund. Each Supplemental Indenture authorizing a Series of Bonds which are Tax -Exempt
Securities will establish an account in the Rebate Ford in connection with such Series. Each such account in the
Rebate Fund will have such terms and conditions as provided in the Supplemental Indenture establishing such
account.
Depositories. The Trustee will hold all moneys deposited with it pursuant to the Indenture or may deposit
such moneys with one or more Depositories in trust. All moneys deposited under the provisions of the Indenture
with the Trustee or any Depository will be held in trust and applied only in accordance with the provisions of the
Indenture, and each of the Funds established by the Indenture will be a trust fund for the purposes of the Indenture.
Deposits. All moneys held by any Fiduciary order the Indenture may be placed on demand or time deposit,
if and as directed by the City, provided that such deposits permit the moneys so held to be available for use at the
time when reasonably expected to be needed. No Fiduciary will be liable for any loss or depreciation in value
resulting from any investment made pursuant to the Indenture. Any such deposit may be made in the commercial
banking department of any Fiduciary or its affiliates which may honor checks and drafts on such deposit with the
same force and effect as if it were not such Fiduciary. All moneys held by any Fiduciary, as such, may be deposited
by such Fiduciary in its banking department on demand or, if and to the extent directed by the City and acceptable to
aza
such Fiduciary, on time deposit, provided that such moneys on deposit be available for use at the time when
reasonably expected to be needed. Such Fiduciary will allow and credit on such moneys such interest, if any, as it
customarily allows upon similar funds of similar size and under similar condition or as required bylaw. All moneys
deposited with a Fiduciary will be credited to the particular Fund to which such moneys belong.
Investment of Certain Funds. Moneys held in the Debt Service Fund and the Redemption Fund will 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" which mature not later than such times as necessary to provide
moneys when reasonably expected to be needed for payments to be made from such Foods. Moneys held in the
Debt Service Reserve Fond will be invested and reinvested by the Trustee to the fullest extent practicable in
securities described in clauses (a), (b), (c), (g), 6) and (m) of the definition of "Pemdtted Investments" which
mature, or which may be drown upon without penalty at any time upon not more than two Business Days' notice,
not later than five years from the time of such investment. Moneys held in the Expense Stabilization Fund may be
invested and reinvested in Permitted Investments which mature, or which may be drawn upon without penalty at any
time upon not more than two Business Days' notice, not later than ten years from the time of such investment. The
Trustee will make all such investments of moneys held by it in accordance with directions of an Authorized City
Representative, which directions most be consistent with the Indenture and applicable law, and which directions
most be written. In the absence of any such written investment directions, the Tmstee will, unless otherwise
provided in the Indenture, invest such moneys in the money market funds described in clause (d) of the definition of
"Permitted Investments."
Interest or other income earned on any moneys or investments in any Food created under the Indenture will
be paid into such Fund. In making any investment in any Permitted Investments with moneys in any Ford
established under the Indannue, the Trustee may combine such moneys with moneys in any other Food but solely
for the purposes of making such investment in such Investments and provided that any amount so combined will be
separately accounted for. Nothing in the Indenture prevents any Permitted Investments acquired as investments of
moneys in any Fund from being issued or held in book -entry form on the books of the Department of the Treasury or
the Federal Reserve System of the United States.
Valuation and Sale of Investments. Obligations purchased as an investment of moneys in any Fund will be
deemed at all times to be a part of such Food and any profit realized from the liquidation of such investment will be
credited in such Fund and any loss resulting from the liquidation of such investment will be charged to the
respective Fund.
In computing the amount in the Debt Service Reserve Fond for any purpose under the Indenture,
obligations purchased as an investment of moneys in the Debt Service Reserve Fund are to be valued at the
amortized cost thereof.
Except as otherwise provided in the Indenture, the Trustee may sell or present for redemption, or otherwise
liquidate any security purchased as an investment, and take all actions necessary to draw funds under my such
investment, whenever necessary in order to provide moneys to meet my payment or transfer from my Ford held by
it or in accordance with directories of an Authorized City Representative, which directions must be consistent with
the Indenture and applicable law and which directions must be written. Any security purchased as an investment
may be credited on a pro-rata basis to more than one Fund and need not be sold in order to provide for the transfer of
amounts from one Fund to mother, provided that such obligation is an appropriate Permitted Investment for the
purposes of the Fund to which it is to be transferred. The Trustee will not be liable or responsible for making my
such investment in the manner provided above or for any loss resulting from any such investment. The City has
acknowledged that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory
entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City has
specifically waived receipt of such confirmations to the extent permitted by law. The Trustee will famish the City
periodic cash transaction statements which include detail for all investment transactions made by the Trustee under
the Indenture.
B-29
COVENANTS AND OBLIGATIONS OF THE CITY
The City has covenanted with the Owners of the Outstanding Bonds and with each Credit Provider as set
forth in the Indenture. Each of said covenants will remain in full force and effect so long as my of the Bonds are
Outstanding and unpaid, any Credit Support Instrument remains outstanding and any Credit Provider
Reimbursement Obligations remain unpaid.
Compliance with Indenture. The City will punctually pay the Bonds in stria conformity, with the terms of
the Indenture and the Bonds, and will faithfully observe and perform all of the agreements, conditions, covenants
and terms contained in the Indenture required to be observed and performed by it, which obligations are absolute
and unconditional but which are special obligations of the City as provided in the Indenture.
Collection of Rates and Charges. The City will have in effect at all times rules and regulations requiring
each consumer or customer located on any premises connected with the Electric System to pay the rates and charges
applicable to the Electric Service provided to such premises and providing for the billing thereof and for a due date
and a delinquency date for each bill. The City may not permit any part of the Electric System or any facility thereof
to be used or taken advantage of fiec of charge by my corporation, firm or person, or by any public agency
(including the United States of America, the State of California and my city, county, district, political subdivision,
public corporation or agency of my thereof). Nothing in the Indenture prevents the City, in its sole and exclusive
discretion, from permitting other parties from selling electricity to retail customers within the service area of the
Electric System; provided, however, that permitting such sales do not relieve the City of its obligations under the
Indenture.
Deposit and Application of Revenues. The City will deposit or cause to be deposited all Revenues into the
Light and Power Fund upon receipt thereof The City will apply Revenues for each Fiscal Year fast to the payment
of Operation and Maintenance Expenses then due and payable. The City will apply the remaining Revenues to the
payment of amounts required to be paid in the Indenture then due and payable, and with respect an Parity
Obligations other than Bonds, pursumt to the Issuing Instrument for such Parity Obligations, The City may then
apply my remaining Revenues to my lawful purpose in connection with the Electric System, including the payment
of amounts required to be paid pursuant to the Issuing Instruments for any Subordinate Obligations, the payment of
Costs of Capital Improvements and, to the extent permitted by the Indenture, to transfers to the City's General Food.
During each Fiscal Year, and subject to the provisions of the Indenture, the City may apply amounts in the
Light and Power Fund, other than the Revenues for such Fiscal Year, to my lawful purpose as determined by the
City; provided that so long as an Event of Default has occurred and is continuing, or the Trustee otherwise has
control of amounts in the Light and Power Food, no amounts may be paid from the Light and Power Ford except for
Operation and Maintenance Expenses, amounts required to be paid in such Fiscal Year pursuant to the Indenture and
the Issuing Instrument for my Parity Obligations or the Issuing Instruments for Subordinate Obligations, or when
such payment has been certified by an Independent Engineer as being consistent with Pendent Utility Practice.
Creation of Prior Liens on Trust Estate. The City will not issue my bond, note or other evidence of
indebtedness payable from or secured by the Trust Estate or my part thereof on a basis which is in my 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 except for Parity Obligations with respect to the Revenues and/or amounts in the Light and
Power Ford, in my manner an a parity with the lien on, pledge of and security interest in the Revenues and amounts
in the Light and Power Fund securing the Outstanding Bonds pursumt to the Indenture. Nothing in the Indenture
prevents the City from issuing Subordinate Obligations in accordance with the Indenture.
Against Encumbrances. The City will pay or cause to be paid when due all sums of money that may
become due or purporting to be due for my labor, services, materials, supplies or equipment famished, or alleged to
have been furnished, to or for the City in, upon, about or relating to the Electric System and will keep the Electric
System Gee of my and all lieas against my portion of the Electric System. In the event that my such lien attaches
to or is filed against any portion of the Electric System, the City will cause each such lien to be fully discharged and
released at the time the performance of my obligation secured by any such lien matures or becomes due, except that
if the City desires to contest my such lien it may do so if contesting such lien will not materially impair operation of
the Electric System. If my such lien is reduced to final judgment and such judgment or any process as may be
B-30
issued for the enforcement thereof is not promptly stayed, or if so stayed and such stay thereafter expires, the City
will forthwith pay or cause to be paid and discharged such judgment.
Sale or Other Disposition of Property. The City will not sell, transfer or otherwise dispose of any of the
works, plant, properties, facilities or other part or rights of the Electric System or any real or personal property
comprising a part of the Electric System if such sale, transfer or disposition would cause the City to be unable to
satisfy, the requirements of the rate covenant that is described under the caption `SECURITY AND SOURCES OF
PAYMENTRateCovenant"
Operation and Maintenance of the Electric System: Budeets. The City will maintain and preserve the
Electric System in good repair and working order at all times, operate the Electric System in an efficient and
economical manner and pay all Operation and Maintenance Expenses as they become due and payable.
The City will prepare, not later than the last day of each Fiscal Year, a Budget for the Electric System
approved by the City Council setting forth the estimated Revenues, Operation and Maintenance Expenses, scheduled
Debt Service and other payments estimated to be paid from the Revenues and amounts in the Light and Power Fund
during the next succeeding Fiscal Year. The Electric System Budget for any Fiscal Year may be amended at any
time during such Fiscal Year provided that such amended Budget includes all payments coming due in such Fiscal
Year with respect to Obligations payable 5om Revenues or amounts in the Light and Power Fund. In the event that
the City fails to have a Budget approved by the City Council as required by the Indenture with respect to my Fiscal
Year, then references in the Indenture to the amount of Operation and Maintenance Expenses included in the Budget
as of any time will be deemed to be the Operation and Maintenance Expenses in the latest Budget approved by the
City Council as adjusted for an inflation factor equal to 10 % for each Fiscal Year from the approval of such Budget
by the City Council to the applicable time of determination of the Operation and Maintenance Expenses included in
the Budget.
Insurance. The City will procure and maintain such insurance relating to the Electric System which it
deems advisable or necessary to protect its interests and the interests of the Trustee and the Owners of the Bonds,
which insurance affords protection in such amounts and against such risks as are usually covered in connection with
public electric utility, systems similar to the Electric System; provided that any such insurance may be maintained
under a self-insurance program so long as such self-insurance is maintained in the amounts and manner as is, in the
opinion of an accredited actuary, actuarially sound. All policies of insurance required to be maintained under the
Indenture must provide that the Trustee be given 30 days' written notice of my intended cancellation thereof or
reduction of coverage provided thereby.
Accounting Records; Financial Statements and Other Reports.
(a) The City will keep appropriate accounting records in which complete and correct entries are made
of all transactions relating to the Electric System, which records are available for inspection by the Trustee at
reasonable hours and under reasonable conditions.
(b) The City will prepare and file with the Trustee annually within I80 days after the close of each
Fiscal Year (commencing with the Fiscal Year ending June 30, 2008): (1) financial statements of the City for such
Fiscal Year prepared in accordance with Generally Accepted Accounting Principles, together with an Accountant's
Report thereon; and (2) a detailed report as to all insurance policies maintained and self-insurance programs
maintained by the City with respect to the Electric System as of the close of such Fiscal Year, including the names
of the insurers which have issued the policies and the amounts thereof and the property or risks covered thereby.
Payment of Taxes and Compliance with Governmental Regulations. The City will pay and discharge all
taxes, assessments and other governmental charges which may be lawfully imposed upon the Electric System or my
part thereof when the same become due. The City will duly observe and conform with all valid regulations and
requirements of my governmental authority relative to the operation of the Electric System or my pan thereof, but
the City is not required to comply with my regulations or requirements so long as the validity or application thereof
is contested in good faith and contesting such validity or application does not materially impair the operations or
financial condition of the Electric System or the performance of the City under the Indenture and all Outstanding
Bonds.
B-31
Tax Covenants.
(a) The City has covenanted it will not take any action, or fail to take any action, if any such action or
failure to take action would adversely affect the Tax -Exempt status of interest on any Bond under Section 103 of the
Code. Without limiting the generality of the foregoing, the City will comply with the requirements of the Tax
Certificate, if any, delivered in connection with the issuance of each Series of Bonds.
In the event that at any time the City is of the opinion that, in order to comply with the foregoing
obligations, it is necessary or helpful to restrict or limit the yield on the investment of any moneys in any of the
Funds held by the Trustee pursuant to the Indenture, the City will so instruct the Trustee in writing, and cause the
Trustee to take such action as may be necessary in accordance with such instructions.
(b) Notwithstanding any provisions of the Indenture, if the City provides m the Trustee an Opinion of
Bond Counsel to the effect that any specified action required =der the Indenture or a Tax Certificate is no longer
required or that some further or different action is required to maintain the Tax -Exempt status of the Bonds =der
Section 103 of the Code, the City and the Trustee may conclusively rely on such opinion in complying with the
requirements of the Indenture and of the applicable Tax Certificate, and the covenants "der the Indenture will be
deemed to be modified to that extent.
(c) The foregoing covenants will survive payment in full or discharge of the Bonds.
AMENDMENTS TO INDENTURE
Amendments Permitted.
(a) Subject to the provisions of the Indenture or of my Supplemental Indenture, the rights and
obligations of the City and of the Owners of the Outstanding Bonds and of the Fiduciaries may be modified,
amended or supplemented from time to time and at any time 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 Support Agreement, when the written consent of the Owners of at least a majority in aggregate principal
amount of the Bonds then Outstanding 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 will, by its temts, not take effect
so long as my Bonds of any particular Series and maturity remain Outstanding, and, with respect to Bonds which
me Tender Indebtedness if the conditions of the Indenture are satisfied, the consent of the Owners of such Bonds
will not be required and such Bonds will not be deemed to be Outstanding for the purpose of my the calculation of
Outstanding Bonds for purposes of the Indenture. No such modification, amendment or supplement may: (I) reduce
the aforesaid percentage of Bonds the consent of the Owners of which is required to effect my such modification,
amendment or supplement without the consent of the Owners of all of the Bonds then Outstanding; (2) extend the
fixed maturity of any Bond, or reduce the principal amount thereof, or reduce the amount of my Sinking Fund
Installment therefor, or extend the due date of my such Sinking Fund Installment, or reduce the rate of interest on
my Bond or extend the time of payment of interest thereon, without the consent of the Owner of each Bond so
affected; (3) except m otherwise provided with respect to a Bond constituting Tender Indebtedness in the
Supplemental Indenture authorrung such Bond and subject to the satisfaction of the conditions of the Indenture,
reduce the Redemption Price due on the redemption of any Bond or change the date or dates when my Bond is
subject to redemption; or (4) modify the rights or obligations of any Fiduciary without the consent of such Fiduciary.
It is not necessary for the consent of the Owners to approve the particular form of my Supplemental
Indenture, but it is sufficient if such consent approves the substance thereof.
Unless waived by the Owner of an affected Bond or Bonds, prior to the mtry into my Supplemental
Indenture by the City and the Trustee for my of the purposes of the Indenture, the City will 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 thew addresses appearing on the Bond Register. Such notice will
B-32
briefly set forth the nature of the proposed Supplemental Indenture and 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 the Indenture, the City has 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 refers to the proposed Supplemental Indenture described in the notice of the proposed Supplemental
Indenture and consents to such Supplemental Indenture in substantially the form referred in in such notice,
thereupon, but not otherwise, the City and the Trustee may enter into such Supplemental Indentum in substantially
such form, without liability or responsibility to my Owner of any Bond, whether or not such Owner has consented
thereto.
(b) The Master Indenture or any Supplemental Indenture may be supplemented from time to time and
at any time by a Supplemental Indenture or Supplemental Indentures, which the City and the Trustee may enter into
with the consent of each Credit Provider whose consent is required by a Supplemental Indenture or a Credit Support
Agreement but without the consent of the Owner of any Bond, to provide for the issuance of a Series of Additional
Bonds or a Series of Refunding Bonds in accordance with the terms and conditions of the Master 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 Additional Bonds or Refunding Bonds for any or all purposes of the Indenture except that no such Credit
Provider will 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
Tender Indebtedness in the Supplemental Indenture authorizing such Bond and subject to the satisfaction of the
conditions of the Indenture, reduce the Redemption Price due on the redemption of my Bond or change the date or
dates when any Bond is subject to redemption.
(c) The Master Indenture and any Supplemental Indenture and the rights and obligations of the City,
the Fiduciaries and the Owners of the Outstanding Bonds may also be modified, amended or supplemented from
time in time and at my time by a Supplemental Indenture or Supplemental Indentures, which the City and the
Trustee may enter into with the consent of each Credit Provider whose consent is required by a Supplemental
Indenture or a Credit Support Agreement but without the consent of any Owners of Bonds (but with the consent of
any affected Fiduciary), so long as such modification, amendment or supplement does 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:
(1) in add to the covenants and agreements of the City contained in the Master Indenture or a
Supplemental Indenture other covenants and agreements thereafter to be observed, or to surrender my right or
power in the Indenture reserved to or conferred upon the City;
(2) to pledge, provide or assign my additional security for the Bonds (or my portion
thereof), including transferring control of the amounts in the Light and Power Fund to the Trustee; provided that if
the City transfers control of the amounts in the Light and Power Fund to the Trustee, the Trustee will return such
control at the request of the City only if no Event of Default has occurred and is continuing and if such return has
been consented to by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding and
with the consent of each Credit Provider whose consent is required by a Supplemental Indenture or a Credit Support
Agreement;
(3) to add to the covenants and agreements of the City contained in the Master Indenture or a
Supplemental Indenture other covenants and agreements thereafter to be observed, to pledge, provide or assign my
security for the Bonds (or my portion thereof), or to surrender my right or power in the Indenture reserved to or
conferred upon the City;
B-33
(4) 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 Master Indenture or a Supplemental
Indenture, or in regard in matters or questions arising under the Master Indenture or a Supplemental Indenture, as
the City may deem necessary or desirable; or
(5) to modify, amend or supplement the Master Indenture or a Supplemental Indenture in
such rooter as to permit the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, in
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 Master Indenture
or any Supplemental Indenture may also be modified, amended or supplemented by a Supplemental Indenture or
Supplemental Indentures, including amendments which would otherwise be described in clause (a) above, without
the consent of the Owners of Bonds constituting Tender Indebtedness if either: (1) the effective date of such
Supplemental Indenture is a date on which such Bonds are subject to mandatory tender for purchase pursuant to the
Indennree; or (2) the notice described in the third paragraph of clause (a) is given to Owners of such Bonds at least
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 has 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 Indenture and for determining whether the Owners of the requisite
percentage of Bonds have consented to such Supplemental Indenture, but subject to the provisions of the Indenture,
references to the Owners of such Bonds will be deemed to be to the applicable Credit Provider.
(f) For purposes of the Indenture, it is not necessary that consents of the Owners of any particular
percentage of Outstanding Bonds of any affected Series be obtained but it is sufficient for purposes of the Indenture
if the consent of the Owners of a majority in aggregate principal mow of the combination of affected Outstanding
Bonds is obtained.
(g) Notwithstanding anything to the contrary contained in the Indenture, if authorized by the
Supplemental Indenture authorizing the issuance of a Bond constituting Tender Indebtedness, any premium due on
the redemption of such Bond and the date or dates when such Bond is subject to redemption may be modified or
amended as provided in such Supplemental Indenture if either: (1) the effective date of such modification or
amendment is a date on which such Bond is subject to mandatory tender for purchase pursuant to such Supplemental
Indenture; or (2) notice of such modification or amendment has been mailed to the Owner of such Bond at the
address set forth in the Bond Register at least 30 days before the effective date of such modification or amendment
and on or before such effective date, the Owner of such Bond has the right to demand purchase of such Bond
pursuant to such Supplemental Indenture.
Effect of Suoolememal Indenture. Upon the City and the Trustee entering into any Supplemental Indenture
pursuant to the Indenture, the Indenture will be deemed in be modified, amended or supplemented in accordance
therewith, and the respective rights, duties and obligations under the Indenture of the City, the Fiduciaries and all
Owners of Outstanding Bonds will 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 will
be deemed to be part of the terms and conditions of the Indenture for any and all purposes. Except for Supplemental
Indentures requiring the consent of such Owuer pursuant to the Indenture, upon the City and the Tmstee entering
into any Supplemental Indenture pursuant to the Indenture, no Owner of any Bond has any right to object to the
entry into such Supplemental Indenture by the City and the Trustee, or to object to any of the terms and provisions
contained therein 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 City or the Trustee from entering into the same or to enjoin or
restrain the City or the Trustee from taking any action pursuant to the provisions thereof whether or not such Owner
gave his consent to such Supplemental Indenture.
B-34
Bonds Owned by City. For purposes of the Indenture, Bonds owned or held by or for the account of the
City, or any funds of the City, will not be deemed Outstanding for the purpose of consent or other action or any
calculation of Outstanding Bonds provided for in the Indenture, and the City is not 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 =der the Indenture, the City will furnish the Trustee a certificate of an
Authorized City Representative upon which the Trustee may rely, describing all Bonds so to be excluded.
Notation on Bonds. Bonds authenticated and delivered after the effective date of any Supplemental
Indenture entered into by the City and the Trustee as provided in the Indenture may bear a notation by endorsement
or otherwise in a form approved by the City as to such action, and in that case upon demand of the Owner of my
Bond Outstanding on such effective date and presentation of the Bond for the purpose at the Principal Office of the
Tnastce or upon any transfer or exchange of any Bond Outstanding on such effective date, suitable notation will be
made on such Bond or upon any Bond issued upon any such transfer or exchange by the Trustee as to any such
action.
CONCERNING THE FIDUCIARIES
Trustee; Acceptance of Duties. The Trustee will signify its acceptance of the duties and obligations
imposed upon it by the Indenture, including the duties of Paying Agent for the Bonds, by the execution and the
delivery of the Master Indenture to the City and by such execution and delivery the Trustee will be deemed m have
accepted such duties and obligations with respect to all the Bonds thereafter to be issued, but only, however, upon
the terms and conditions set forth in the Indenture, and no implied covenants my be read into the Indenture against
the Trustee.
Paving Agents; Appointment and Acceptance of Duties. The City has appointed the Trustee as a Paying
Agent for the Bonds of each Series, and may at any time or from time to time appoint one or more other Paying
Agents having the qualifications set forth in the Indenture as an additional Paying Agent for the Bonds of one or
more Series. Each Paying Agent other than the Trustee will signify its acceptance of the duties and obligations
imposed upon it by the Indenture by executing and delivering to the City and to the Trustee a written acceptance
thereof The Principal Offices of the Paying Agents are designated as the respective offices or agencies of the City
for the payment of the principal and any applicable Redemption Price of the Bonds.
Responsibilities of Fiduciaries.
(a) Any recitals of fact contained in the Indenture and in the Bonds will be taken as the statements of
the City and no Fiduciary assumes any responsibility for the correctness of the same. No Fiduciary makes any
representations as to the validity or sufficiency of the Indenture or of any Bonds issued thereunder or as to the
security afforded by the Indenture, and no Fiduciary will incur any liability in respect thereof. No Fiduciary will be
responsible for or have any liability with respect to the Electric System or any act or omission of the City with
respect thereto. The Trustee is, however, responsible for its representation contained in its certificate of
authentication on the Bonds. No Fiduciary is under any responsibility or duty with respect to the application of any
moneys paid by such Fiduciary in accordance with the provisions of the Indenture. No Fiduciary is under any
obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit
in respect thereof, or m advance any of its own moneys, unless properly indemnified. Subject to the provisions of
the Indenture, no Fiduciary will be liable in connection with the performance of its duties under the Indenture except
for its own negligence or willful misconduct.
(b) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set
forth in the Indenture. In case an Event of Default has occurred (which has not been cured) the Trustee will exercise
such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any
provision of the Indenture relating to action taken or to be taken by the Trustee or to evidence upon which the
Trustee may rely will be subject to the provisions of the Indenture.
Without limiting the generality of the foregoing:
B-35
(1) The Trustee is not liable for any error of judgment made in good faith by any officer of the
Trustee, unless it is proved that the Trustee was negligent in ascerraining the pertinent facts.
(2) The Trustee is not liable with respect to any action taken or omitted to be taken by it in good faith
in accordance with the direction of a Credit Provider or a Reserve Financial Guaranty Provider or the Owners of
25% in aggregate principal amount of the Outstanding Bonds relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust or power confertcd upon the Trustee,
under the Indenture.
(3) No provision of the Indenture requires the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties under the Indenture, or in the exercise of any of
its rights or powers, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.
(4) The Trustee is under no obligation to exercise any of the rights or powers vested in it by the
Indenture at the request or direction of any of the Owners, a Credit Provider or a Reserve Financial Guaranty
Provider pursuant to the Indenture (except for declaring an acceleration of the Bonds or requesting credit and/or
liquidity support pursuant to a Credit Support Instrument), unless such Owners, such Credit Provider or such
Reserve Financial Guaranty Provider have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such request or direction.
(5) The Trustee is not bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, coupon, facsimile tmmsmission, electronic mail or other paper or document but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may we fit, and, if the
Trustee determines to make such further inquiry or investigation, it will be entitled to examine the books, records
and premises of the City, personally or by agent or attorney.
(6) The Trustee is not required to take notice of and will not be deemed to have knowledge of any
Event of Default (other than a payment or covenant Event of Default specified in the Indenture) or any event which
would, with the passage of time, the giving of notice, or both, constitute an Event of Default, unless the Trustee has
been notified of such Event of Default or other event by the City, a Credit Provider or a Reserve Financial Guaranty
Provider, or the Owners of 10% in aggregate principal amount of Bonds Outstanding.
(7) The Trustee is not responsible for any moneys or funds held by the City), or for monitoring the
accounting and investment practices of the City, other than requiring the delivery of the Annual Budget and annual
financial statements and reports pursuant to the Indenture.
(8) The Trustee may perform its duties under the Indenture through agents and attorneys and the
Trustee is not liable for the negligence or misconduct on the pan of any agent or attorney appointed with due care by
it under the Indenture if the City has a right to proceed directly against such agent or attorney for my such
negligence or misconduct.
(9) In no event will the Trustee be liable for my failure or delay in the performance of its obligations
under the Indenture because of circumstances beyond its control, including, but not limited to, acts of God, Flood,
war (whether declared or =declared), terrorism, fire, riot, embargo, government action, including my laws,
ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of services
contemplated by the Indenture.
(10) The Trustee has no responsibility with respect to any information, statement, or recital in my
official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the
Bonds.
(11) The Trustee has agreed to accept and act upon instructions or directions pursuant to the Indenture
sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however,
B-36
that, the Trustee has received an incumbency certificate listing persons designated to give such instructions or
directions and containing specimen signatures of such designated persons, which such incumbency certificate will
be amended and replaced whenever a person is to be added or deleted from the listing. If the City elects to give the
Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its
discretion elects to act upon such instructions, the Trustee's understanding of such instructions will be deemed
controlling. The Trustee is not liable for any losses, costs or expenses arising directly or indirectly from the
Trustee's reliance upon and compliance with such instructions notwithstanding the fact that such instructions
conflict or are inconsistent with a subsequent written instruction. The City bas agreed to assume all risks arising out
of the use of such electronic methods to submit instructions and directions to the Trustee, including without
limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third
parties.
(12) Whenever in the administration of the trusts imposed upon it by the Indenture the Trustee deems it
necessary or desirable that a matter be proved or established prior to taking or suffering any action under the
Indenture, such matter (unless other evidence in respect thereof is specifically prescribed in the Indenture) may be
deemed to be conclusively proved and established by a certificate of the Authority, and such certificate will be full
warrant to the Trustee for any action taken or suffered in good faith under the provisions of the Indenture in reliance
upon such certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or
may require such additional evidence as it may deem reasonable.
(13) The Trustee's rights to immunities and protection from liability under the Indenture and its rights
to payment of its fees and expenses will survive its resignation or removal and final payment or defessance of the
Bonds. All indemnifications and releases from liability granted in the Indenture to the Trustee will extend to the
directors, officers, employees and agents of the Trustee.
Whether or not therein expressly provided, every provision of the Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee will be subject to the foregoing provisions.
Evidence on Which Fiduciaries May Act
(a) Each Fiduciary, upon receipt of any notice, resolution, request, requisition, consent, order,
certificate, report, opinion, bond, or other paper or document furnished to it pursuant to any provision of the
Indenture, will examine such instrument to determine whether it conforms to the requirements, if any, of the
Indenture and will be protected in acting upon any such instrument believed by it to be genuine and to have been
signed or presented by the proper party or parties. Each Fiduciary may consult with counsel, who may or may not
be Bond Counsel or counsel to the City, and the opinion of such counsel will be full and complete authorization and
protection in respect of any action taken or suffered by it under the Indenture in good faith and in accordance
therewith.
(b) Whenever any Fiduciary deems it necessary or desirable that a matter be proved or established
prior to taking or suffering any action under the Indenture, such matter (unless other evidence in respect thereof is
specifically prescribed in the Indenture) may he deemed to be conclusively proved and established by a certificate of
an Authorized City Representative, and such certificate will be full warrant for my action taken or suffered in good
faith under the provisions of the Indenture upon the faith thereof, but in its discretion the Fiduciary may in lieu
thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may
seem reasonable.
(c) Except as otherwise expressly provided in the Indenture, my request, requisition, order, notice or
other direction required or permitted to be furnished pursuant to any provision of the Indenture by the City to my
Fiduciary will be sufficiently executed in the name of the City by an Authorized City Representative.
Compensation. The City will cause to be paid to each Fiduciary from time to time reasonable
compensation for all services rendered under the Indenture, and also all reasonable expenses, charges, counsel fees
and other disbursements, including those of its attomeys, agents, and employees, incurred in and show the
performance of their powers and duties under the Indenture; provided, however, that so long as my Bonds remain
Outstanding or my amounts due to a Credit Provider under a Credit Support Agreement or a Reserve Financial
B-37
Guaranty Provider under a Reserve Financial Guaranty, no Fiduciary will have a liun therefor on any and all funds at
any time held by it under the Indenture. Subject to the provisions of the Indenture, the City has further agreed to
indemnify and save each Fiduciary harmless against any losses, expenses (including legal fees and expenses) and
liabilities which it may incur arising out of or in the exercise and performance of its powers and duties under the
Indenture or in any way arising out of the Electric System or the transactions contemplated by the Indenture, and
which are not due to its negligence or willful misconduct.
Certain Permitted Acts. Any Fiduciary may become the Owner of any Bonds, with the same rights it
would have if it were not a Fiduciary. To the extent permitted by law, any Fiduciary may act as depositary for, and
permit any of its officers or directors to act as a member of or in any other capacity with respect to, any committee
formed to protect the rights of the Owners of the Bonds or to effect or aid in any reorganization growing out of the
enforcement of the Bonds or the Indenture, whether or not any such committee represents the Owners of a majority
in principal amount of the Bonds then Outstanding.
Resien ition of Trustee. The Trustee may at any time resign and be discharged of the duties and obligations
created by the Indenture by giving not less than 60 days written notice to the City, each Credit Provider and each
Reserve Financial Guaranty Provider, specifying the date when such resignation will take effect; provided that no
such resignation will take effect until a successor has been appointed in accordance with the Indenture.
Removal of Trustee. The Trustee may be removed: (a) with the consent (to the extent required by a
Supplemental Indenture) of each Credit Provider and each Reserve Financial Guaranty Provider, at any time when
no Event of Default has occurred and is continuing and when no event has occurred which, with notice or the
passage of time, would become an Event of Default which has not been cured, by an instrument in writing signed by
an Authorized City Representative and filed with the Trustee; or (b) with the consent (to the extent required by a
Supplemental Indenture) of each Credit Provider and each Reserve Financial Guaranty Provider, at any time by an
instrument or concurrent instruments in writing, filed with the Trustee, and signed by the Owners of a majority in
principal amount of the Bonds then Outstanding or their attomeys-in-fact duly authorized, excluding any Bonds held
by or for the account of the City; or (c) with the consent (to the extent required by a Supplemental Indenture.) of
each Credit Provider and each Reserve Financial Guaranty Provider, at any time by an instrument in writing signed
by an Authorized City Representative and filed with the Trustee, for my breach of its fiduciary duties under the
Indenture; provided that no such removal will be effective until 30 days have lapsed from the filing of such
instrument with the Trustee and until a successor has been appointed in accordance with the Indenture.
Appointment of Successor Trustee; Financial Oualifications of Successor Trustee.
(a) In case at any time the Trustee resigns or is removed or becomes incapable of acting, or is
adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee, or of its property is
appointed, or if any public officer takes charge or control of the Trustee or of its property or affairs, a successor may
be appointed by the Owners of a majority in principal amount of the Bonds then Outstanding, excluding any Bonds
held by or for the account of the City, with (to the extent required by a Supplemental Indenture) the consent of each
Credit Provider and each Reserve Financial Guaranty Provider, by an instrument or concurrent instruments in
writing signed and acknowledged by such Owners of the Bonds or by thew attorneys -in -fact duly authorized and
delivered to such successor Trustee, notification thereof being given to the City and the predecessor Trustee;
provided, nevertheless, that unless a successor Trustee has barn appointed by the Owners of the Bonds as aforesaid,
the City, by a duly executed written instrument signed by an Authorized City Representative will forthwith appoint a
Trustee to replace such resigning Trustee or to fill such vacancy until a successor Trustee is appointed by the
Owners of the Bonds as authorized in the Indenture. Any successor Trustee appointed by the City will, immediately
and without further act, be superseded by the Trustee appointed by the Owners of the Bonds. Any resignation or
removal of the Trustee and appointment of a successor Trustee will become effective only upon acceptance of
appointment by the successor Trustee.
(b) If in a proper case no appointment of a successor Trustee is made pursuant to the foregoing
provisions of the Indenture within 45 days after the Trustee has given to the City written notice as provided in the
Indenture or after a vacancy in the office of the Trustee has occurred by reason of its inability to act, removal, or for
any other reason whatsoever, the Trustee (in the case of its resignation under the Indenture) or the Owner of any
B-38
Bond (in any case) may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may
thereupon, after such notice, if any, as such court may deem proper, appoint a successor Trustee.
(c) The Trustee appointed under the provisions of the Indenture or any successor to the Trustee most
be a bank or trust company organized under the laws of any state of the United States or national banking
association, doing business and having its principal corporate trust office in New York, New York, or Chicago,
Illinois, or Los Angeles, California, or San Finaucisco, California, duly authorized to exercise trust powers and
subject to examination by federal or state authority. Each successor Trustee will have capital stock and surplus
aggregating at least $50,000,000, or have all of its obligations under the Indenture guaranteed by a bank or trust
company organized under the laws of the United States, or any state thereof, with a capital stock and surplus or net
worth of $50,000,000, if there be such a bank or bust company or national banking association willing and able to
accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it
by the Indenture. If such bank, national banking association, or trust company publishes a report of condition at
least annually, pursuant to law or to the requirements of any supervising or examining authority, then for the
purposes of the Indenture the combined capital and surplus of such bank, trust company, or national banking
association will be deemed to be its combined capital and surplus set forth in its most recent report of condition so
published.
Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under the
Indenture will execute, acknowledge and deliver to its predecessor Trustee and the City an instrument accepting
such appointment, and thereupon such successor Trustee, without nay further act, deed or conveyance, will become
fully vested with all moneys, estates, properties, rights, power, duties and obligations of such predecessor Trustee,
with like effect as if originally named as Trustee; but the Trustee ceasing to act will nevertheless, at the written
request of the City, or of the successor Trustee, execute, acknowledge, deliver, file and record such instrument of
conveyance and further assurance and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in such successor Trustee all the right, title and interest of the predecessor Trustee
in and to any property held by it under the Indenture or covered by the pledge of the Indenture, and will pay over,
assign and deliver to the successor Trustee any money or other property subject to the trust and conditions in the
Indenture set forth. Should any deed, conveyance or instrument in writing from the City be required by such
successor Trustee for more fully and certainly vesting in and confirming to such successor Trustee any such lien,
estates, rights, power and duties, any and all such deeds, conveyances and instruments in writing will, on request,
and so far as may be authorized by law, be executed, acknowledged and delivered by the City. Any such successor
Trustee will promptly notify the Paying Agents of its appointment as Trustee.
Merger or Consolidation. Any company into which a Fiduciary may be merged or convened or with which
it may be consolidated or any company resulting from any merger, conversion or consolidation to which it is a party
or any company to which any Fiduciary may sell or transfer all or substantially all of its corporate trust business,
provided that such company is a bank or trust company organized under the laws of any state of the United States or
a national banking association, will satisfy, the applicable standards of a successor set forth in the Indenture, and will
be authorized by law to perform all the duties imposed upon it by the Indenture, will be the successor to such
Fiduciary without the execution or filing of any paper or the performance of any further act.
Adoption of Authentication. In case any of the Bonds contemplated to be issued under the Indenture have
been authenticated but not delivered, any successor Trustee may adopt the certificate of authentication of any
predecessor Trustee so authenticating such Bonds and deliver such Bonds so authenticated; and in case any of the
said Bonds have not been authenticated, any successor Trustee may authenticate such Bonds in the name of the
predecessor Trustee, or in the name of the successor Trustee, and in all such cases such certificate will have the full
force which it is anywhere in said Bonds or provided in the Indenture that the certificate of the Trustee has.
Resignation or Removal of Paving Agent and Appointment of Successor.
(a) Any Paying Agent may at any time resign and be discharged of the duties and obligations created
by the Indenture by giving at least 60 days written notice to the City, the Trustee, each Credit Provider, each Reserve
Financial Gustatory Provider and the other Paying Agents. Any Paying Agent may be removed at any time by an
instrument filed with such Paying Agent and the Trustee and signed by an Authorized City Representative. Any
successor Paying Agent will be appointed by the City with the approval of the Trustee (and each Credit Provider and
B-39
each Reserve Financial Guaranty Provider required by a Supplemental Indenture) and will be a commercial bank or
trust company organized under the laws of any state of the United States or a national banking association, having
capital stock and surplus aggregating at least $25,000,000, and willing and able to accept the office on reasonable
and customary terms and authorized by law to perform all the duties imposed upon it by the Indenture. If such bank,
national banking association, or bust company publishes a report of condition at least normally, pursuant to law or to
the requirements of any supervising or examining authority, then for the purposes of the Indenture the combined
capital and surplus of such bank trust company, or national banking association will be deemed to be its combined
capital and surplus set forth in its most recent report of condition in published.
(b) In the event of the resignation or removal of any Paying Agent, such Paying Agent will pay over,
assign and deliver my moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee.
In the event that for my reason them is a vacancy in the office of my Paying Agent, the Trustee will act as such
Paying Agent.
DEFEASANCE
Payment of Bonds.
(a) If the City pays, or cause to be paid, or there is otherwise paid, to the Owners of all Bonds the
principal amount or any redemption premium, if applicable, of the Bonds, and interest due or to become due on the
Bonds, at the times and in the mamer stipulated therein and in the Indenture, together with all other sums payable
by the City under the Indenture, including all fees and expenses of the Trustee, then and in that case, subject to the
provisions of clause (b) below, the Indenture, and the pledge of and lien on the Trust Estate thereunder and all
covenants, agreements and obligations of the City contained therein, will cease and terminate and be completely
discharged and satisfied and the City will be released therefrom and the Trustee will assign and transfer to or upon
the order of the City all property (in excess of the amounts required for the foregoing) then held by the Tmstee
thereunder free and clear of my liens or encumbrances thereon pursuant to the Indenture and will execute such
documents as may be reasonably required by the City in such regard.
(b) Notwithstanding the termination, satisfaction and discharge of the Indenture or the satisfaction
discharge of the Indenture in respect of my 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,
nonpresenment of Bonds, compliance by the City of the tax covenants contained in the Indenture and the duties of
the Trustee in connection with all of the foregoing, will remain in effect and be binding upon the City, the Trustee
and the Owners and the Trustee will continue to be obligated to hold in trust my 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. Notwithstanding the satisfaction and discharge of
the Indenture or the satisfaction discharge of the Indenture in respect of my Bonds, those provisions of the Indenture
relating to the compensation of the Trustee will remain in effect and be binding upon the Trustee and the City.
Bonds Deemed Paid. Bonds (or portions of Bonds) for the payment or redemption of which moneys have
been set aside and will be held in trust by an Escrow Agent at the maturity date, redemption date or other date when
the Owner is entitled to receive the principal thereof, as applicable, will be deemed to have been paid within the
meaning and with the effect expressed in the Indenture. Any Outstanding Bond (or my portion thereof such that
both the portion thereof which is deemed paid and the portion which is not deemed paid pursuant to the Indenture
are in an Authorized Denomination) will prior to the maturity, redemption date or other payment date thereof, be
deemed to have been paid within the meaning and with the effect expressed in the Indenture (except that the
obligations =der the Indenture set forth clause (b) above under the caption "—Payment of Bonds" and the giving of
the nodes of the redemption of Bonds to be redeemed as provided in the Indenture will continue) if., (a) in ease said
Bond (or portion thereof) is to be redeemed on any date prior to maturity, the City has given the Trustee irrevocable
instructions to give notice of redemption of such Bond (or portion thercnf) on said date as provided in the Indenture;
(b) there has been deposited with an Escrow Agent either moneys in an amount which are sufficient, or Defeasance
Securities, the principal of and the interest on which when due will provide moneys which, together with the
moneys, if my, held by such Escrow Agent for such purpose, are sufficient, in each case as evidenced by an
B-00
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, maturity date or other payment date thereof, as the case may be; and (c) if such Bond for portion thereof) is not
to be paid or redeemed within 60 days of the date of the deposit required by clause (b) above, the City has given the
Trustee, in form satisfactory to it, instructions to mail, as soon as practicable, by fast class mail, 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 clause (b) above has been made with an Escrow Agent and that said Bond (or the applicable portion
thereof) is deemed to have been paid in accordance with the Indenture and stating such 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 (c) above with respect to Bonds which constitute less than all of the Outstanding Bonds of
any Series and maturity will specify the letter and number or other distinguishing mark of each such Bond. Any
notice given pursuant to clause (c) above with respect to less than the full principal amount of a Bond must specify
the principal amount of such Bond which is deemed paid pursuant to the Indenture and notify the Owner of such
Bond that such Bond most be surrendered as provided therein. The mceipt of my notice required by the Indenture is
not 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 will not affect the validity of the proceedings for the payment of Bonds in
accordance with the Indenture. Neither Defeasance Securities nor moneys deposited with an Escrow Agent pursuant
to the Indmaum, nor principal or interest payments on any such Defeamuce Securities, will be withdrawn or used for
any purpose other than, and will 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 an Escrow Agent: (1) to the extent that such cash is not
required at any time for such payment, as evidenced by an Accountant's Certificate, will be paid over upon the
written direction of an Authorized City Representative, including a transfer to the City free and clear of any trust,
lien, pledge or assignment securing said Bonds; and (2) to the extent such cash is required fir such payment at a
later date, will, to the extent practicable, at the written direction of an Authorized City Representative, be reinvested
in Defeasance Securities maturing at times and in amounts, which together with the other funds to be available to the
Escrow Agent for such purpose, am 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,
maturity date or other payment thereof, as the case may be, as evidenced by an Accountant's Certificate.
Nothing in the Indenture prevents the City 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 Escrow Agent for such purpose, as evidenced by an Accountant's Certificate, are 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 City delivers to the Escrow
Agent a Favorable Opinion of Bond Counsel with respect to such substitution.
Prior to the defeasance of any Bonds hearing interest at a variable rate becoming effective under the
Indenture, the Trustee most receive a hating Confirmation from each Rating Agency.
Defeasance of Portion of Bond. Subject to the provisions of the Indenture, if there is deemed paid pursuant
to the Indenture less than all of the full principal amount of a Bond, the City will execute and the Trustee will
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 pursuant to the Indenture and
soother new Bond or Bonds for the balance of the principal amount of the Bond so surrendered, in each case of like
Series, maturity and other terns, and in any of the Authorized Denominations.
Discharge of Liability on Bonds. Upon the deposit with an Escrow Agent, 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 Outstanding Bonds (or portions thereof), and to pay the interest thereto to such maturity
or redemption date, as applicable, (provided that, if such Bonds are to be redeemed prior to the maturity thereof,
notice of such redemption has been given as provided in the Indenture or provision satisfactory to the Trustee has
have been made for giving such notice), all liability of the City in respect of such Bonds will cease, terminate and be
completely discharged, except that the City will remain liable for such payment but only from, and the Bondowners
will thereafter be entitled only to payment (without interest accrued thereon after such redemption date or maturity
B-41
date, as applicable) out of, the money and Defeasance Securities deposited with the Escrow Agent as aforesaid for
their payment, subject, however, to the provisions of the Indenture; provided that no Bond which constitutes Tender
Indebtedness will 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 Dcfeassnce
Securities (as evidenced by an Accountant's Certificate) or a Credit Support Instrument is provided in connection
with such Purchase Price.
EVENTS OF DEFAULT; REMEDIES
Events of Default. Each of the following constitute an Event of Default under the Indenture: (a) if default
is made in the payment of the principal or Redemption Price of or Sinking Fund Installment for, or interest on, any
Outstanding Bond when and as the same become due and payable, whether on an Interest Payment Date, at maturity,
by call for redemption, or otherwise; (b) if default is made by the City in the performance or observance of any other
of the covenants, agreements or conditions on its part contained in the Indenture or in the Outstanding Bonds, and
such default continues for a period of 120 days after written notice thereof to the City by the Trustee or to the City
and to the Trustee by 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 connected by the City but not within the applicable period specified
above, it will not constitute an Event of Default if corrective action is instituted by the City within 30 days of the
City's receipt of the notice of the default required by the Indenture and diligently pursued until the default is
corrected; (c) an Event of Bankruptcy has occurred and is continuing with respect to the City; or (d) an event of
default (as defined in the applicable Issuing Instrumental has occurred and is continuing with respect to any Parity
Obligation.
Accounting and Examination of Records After Default. The City has covenanted that if an Event of
Default has happened and has not been remedied, the books of record and accounts of the City and all other records
relating to the Electric System will at all times be subject to the inspection and use of the Trustee and of its agents
and attorneys. The City has covenanted that if an Event of Default has happened and has not been remedied, the
City, upon demand of the Trustee, will account, as if it were the trustee of an express tout, for all Revenues and
other moneys, securities and funds pledged or held under the Indenture for such period as stated in such demand.
Application of Revenues and Other Monevs After Default.
(a) Notwithstanding anything to the contrary contained in the Indenture, the City has covenanted that
if an Event of Default happens and has not been remedied, the City, upon the demand of the Trustee, will cause
control of amounts in the Light and Power Fund to be transferred to the Trustee and will cause to he paid over to the
Trustee by the first Business Day of each month, all Revenues received by the City with respect to the preceding
month.
(b) During the continuance of an Event of Default, the Tnatee will apply all Revenues and amounts in
the Light and Power Fund received by or available to the Trustee pursuant to any right given or action taken under
the provisions of the Indenture, in the following order of priority: First: To the payment of the reasonable and proper
charges, expenses and liabilities of the Fiduciaries, including reasonable fees of counsel, and the payment of the
reasonable and proper charges, expenses and liabilities of the fiduciaries for Parity Obligations, including reasonable
fees of counsel. Second: To the payment of the Operation and Maintenance Expenses. Third: To the payment of the
principal and Redemption Price of and interest on the Outstanding Bonds, and the principal and redemption price of
and interest on the other Outstanding Parity Obligations, then due and payable; provided however, that in the event
the amount of Net Revenues and amounts in the Light and Power Food available for such payment are not sufficient
to make all the payments required by the Indenture, the Trustee will apply the Net Revenues and available amounts
in the Light and Power Fund to the payment of the principal and Redemption Price of and interest on all Outstanding
Parity Obligations then due and payable ratably (based on the respective amounts to be paid), without any
discrimination on preferences. Fourth: To the payment of any Temuination Payments due and payable under the
Qualified Swap Agreemems; provided however, that in the event the amount of Net Revenues and available
amounts in the Light and Power Fund are not sufficient to make all the payments required by the Indenture with
respect to all Qualified Swap Agreements, the Trustee will apply the Net Revenues and available amounts in the
Light and Power Fund to the payment of the Termination Payments then due and payable under all Qualified Swap
Agreements ratably (based on the respective amounts to be paid), without any discrimination on preferences. Fifth:
BA2
To the transfer to the Debt Service Reserve Fund for the Bonds and to each debt service reserve fund for other
Outstanding Parity Obligations, the amount, if any, necessary so that the amount on deposit in the Debt Service
Reserve Fond equal the Debt Service Reserve Requirement and the amount in each debt service reserve fund for
other Outstanding Parity Obligations equal the amount required to be on deposit in such debt service reserve fund
under the applicable Issuing Instrument; provided that in the event that the amouut of Net Revenues and amounts in
the Light and Power Fund available for such payment are not sufficient in make all the payments required by the
Indenture, the Trustee will apply the Net Revenues and available amounts in the Light and Power Fund to the
transfer to the Debt Service Reserve Ford and each debt service reserve fund for other Outstanding Parity
Obligations ratably (based on the respective amounts to be paid), without any discrimination or preferences. Sixth:
To the payment of amounts due with respect to outstanding Subordinate Obligations (which do not include
Termination Payments for Qualified Swap Agreements) in accordance with the provisions of the Issuing Instrument
pursuant to which such Subordinate Obligations have been issued.
(c) In the event that on any date all payments required to be made from Net Revenues and amounts in
the Light and Power Ford available for such payment are not made in full as required by the Indenture, then no
payment will be made which has a priority under the Indenture lower than the delinquent payment until all
delinquent payments with a higher priority have been made in full.
(d) If and whenever all overdue installments of interest on all Outstanding Bonds and Outstanding
Parity Obligations, together with the reasonable and proper fees, charges, expenses and liabilities of the Trustee and
any other fiduciary for Parity Obligations, including reasonable fees of counsel, and all other sums payable for the
account of the City under the Indenture, including the principal and Redemption Price of all Outstanding Bonds and
Outstanding Parity Obligations and unpaid interest on all Outstanding Bonds and Outstanding Parity Obligations
which are then payable, will be paid for by the account of the City, or provision satisfactory to the Trustee is made
for such payment, and all defaults under the Indenture, the Outstanding Bonds and the Outstanding Parity Obligation
we made good or secured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate is
made therefor, the Trustee, at the request of the City and with the consent of the Owners of a majority in aggregate
principal of the Bonds then Outstanding and with the consent of each Credit Provider whose consent is required by a
Supplemental Indenture or a Credit Support Agreement, will transfer control of amounts in the Light and Power
Ford in the City and pay over all unexpended Revenues in the hands of the Trustee (except Revenues deposited or
pledged, or required by the terms of the Indenture to be deposited or pledged, with the Trustee), and thereupon the
City and the Trustee will be restored, respectively, to their former positions and rights under the Indenture. No such
payment by the Trustee nor such restoration of the City and the Trustee to their former positions and rights will
extend to or affect any subsequent default under the Indenture or impair any right consequent thereon.
(e) The Trustee may in its discretion establish special record dates for the determination of the
Owners of Bonds for various purposes of the Indenture, including without limitation, payment of defaulted interest
and giving direction or consent to the Trustee.
Right to Accelerate Upon Default Notwithstanding anything contrary in the Indenture or in the Bonds,
upon the occurrence 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 Support Agreement, and will, 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
City) by written notice to the City, declare the principal of the Outstanding Bonds and the interest thereon to be
immediately due and payable, whereupon such principal and interest will, without further action, become and be
immediately due and payable.
A000intment of Receiver. If an Event of Default happens and has not been remedied, and upon the filing
of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners of
the Bonds order the Indenture, the Trustee is entitled in make application for the appointment of a receiver or
custodian of the Revenues and amounts in the Light and Power Fund, pending such proceedings, with such power as
the court making such appointment confers.
B-43
Enforcement Proceedings.
(a) If an Event of Default happens and has not 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 Support 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 (other than Bonds owned by or on
behalf of the City), with the consent of each Credit Provider whose consent is required by a Supplemental Indenture
or a Credit Support Agreement, after receiving indemnification satisfactory to it as set forth in clause (d) below, will
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 of California, or for an accounting by the City as if the City 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, deems most effectual to
enforce any of its rights or to require the City to perform any of its duties under the Indenture.
(b) 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 will be brought in its own name as trustee of an express trust.
(c) If an Event of Default occurs and is continuing, upon commencing a suit in equity or upon other
commencement of judicial proceedings by the Trustee to enforce my right order the Indenture, the Trustee will be
entitled to exercise my and all rights and powers conferred in the Indenture and otherwise provided by law to be
exercised by the Trustee as the trustee of an express trust.
(d) Regardless of the happening of an Event of Default, the Trustee has power to, but unless requested
in writing by the Owners of a majority in principal amount of the Bonds then Outstanding and famished with
reasonable security and indemnity, is under no obligation to, institute and maintain such suits and proceedings as it
may be advised are necessary or expedient to prevent any impairment of the security under the Indenture by my acts
which may be unlawful or in violation of the Indenture, and such suits and proceedings as the Trustee may be
advised are necessary or expedient to preserve or protect its interests and the interests of the Owners of the Bonds.
(e) If the Trustee or any Owner or Owners of Outstanding Bonds have instituted my proceeding to
enforce my right or remedy under the Indenture and such proceeding has been discontinued or abandoned for my
reason, or has been determined adversely to the Trustee or ro such Owner or Owners, then and in every such case the
City, the Trustee and the Owners will, subject to my determination in such proceeding, be restored severally and
respectively to thew former positions under the Indenture, and thereafter all rights and remedies of the Trustee and
the Owners will continue as though no such proceeding had been instituted.
Restriction on Owner's Action.
(a) Except as otherwise provided in clause (b) below, no Owner of my Bond has my right to institute
my suit action or proceeding at law or in equity for the enforcement of my provision of the Indenture or the
execution of any trust under the Indenture or for my remedy given under the Indenture or existing at law or in equity
or by statute unless such Owner has 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 have filed a written request with the Trustee, and have offered it reasonable opportunity, either to
exercise the powers granted in the Indenture or by the applicable laws of the State of California or to institute such
action, suit or proceeding in its own name, and unless such Owners have offered to the Trustee adequate security
and indemnity against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee has
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 have my right in my manner
whatever by his or their action to affect, disturb or prejudice the pledge created by the Indenture, or to enforce my
right under the Indenture, except in the roamer therein provided; and that all proceedings at law or in equity to
enforce my provision of the Indenture will 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.
B-04
(b) Nothing contained in the Indenture or in the Bonds affects or impairs the obligation of the City,
which is absolute and unconditional, to pay on the respective due dates thereof and at the places therein expressed,
but solely from the Net Revenues, amounts in the Light and Power Fond available for such payment in accordance
with the Master Indenture and the amounts in the Fonds, other than the Rebate Fund, held by the Trustee 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 from such sources.
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 will be cumulative and will 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, does not prevent the concurrent assertion or
employment of any other appropriate right or remedy.
Effect of Waiver and Other Cinn mstances.
(a) No delay or omission of the Trustee or any Owner of a Bond to exercise any right or power arising
upon the happening of an Event of Default will impair any right or power or be construed to be a waiver of any such
Event of Default or be an acquiescence therein; and every power and remedy given by the Indenture to the Trustee
or to the Owners of the Bonds may be exercised from time to time and as often as may be deemed expedient by the
Trustee or by the Owners of the Bonds.
(b) The Owners of not less than 60 % 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 comsequences. No such waiver will extend to any subsequent or Event of Default or impair any right
consequent thereon unless the provisions of the Indenture have been satisfied with respect to such subsequent Event
of Default.
Notice of Default. The Trustee will, within 30 days after obtaining knowledge thereof, mail written notice
of the oceurrcnce of any Event of Default to each Credit Provider, each Reserve Financial Guaranty Provider and
each Owner of Bonds then Outstanding at such Owner's address appearing in the Bond Register.
MISCELLANEOUS
Execution of Documents and Proof of Ownership. Any request, direction, consent, or other instrument in
writing required or permitted by the Indenture to be signed or executed by Owners of Bonds may be in any number
of concurrent instruments of similar tenor, and may be signed or executed by such Owners in person or by their
attorneys appointed by an instrument in writing for that purpose, or by any bank trust company or other depository
for such Bonds. Proof of the execution of any such instrument, or of any instrument appointing any such attorney,
and of the ownership of Bonds will be sufficient for any purpose of the Indenture (except as otherwise provided in
the Indenture), if made in the following manner:
(a) The fact and data of the execution by any Owner or his or her attorney of any such instrument and
of any instrument appointing any such attorney, may be provided by a signature guarantee of any bank or trust
company located within the United States of America. Where any such instrument is executed by an officer of a
corporation or association or a mernbcr of a partnership on behalf of such corporation, association or partnership,
such signature guarantee will also constitute sufficient proof of his authority.
(b) As an any Bond, the Person in whose name the same is registered in the Bond Register will be
deemed and regarded as the absolute owner for all purposes. None of the City, the Trustee or any Paying Agent will
be affected by any notice to the contrary.
(c) Nothing contained in the Indenture will be conned as limiting the City or the Trustee to such
proof, it being intended that the City or the Trustee may accept any other evidence of the matters stated in the
BAS
Indenture which the City or the Trustee may deem sufficient. Any request or consent of the Owner of any Bond will
bind every future Owner of the same Bond in respect to anything done or suffered to be done by the City or the
Trustee in pursuance of such request or consent.
SevembiliN. If any covenant, agreement or provision, or any portion thereof, contained in the Indenture, or
the application thereof to my Person or circumstance, is held to be unconstitutional, invalid or unenforceable, the
remainder of the Indenture, and the application of any such covenant, agreement or provision, or portion thereof; to
other Persons or circumstances, will be deemed severable and will not be affected thereby, and the Indenture and the
Bonds will remain valid, and the Owners of the Bonds will retain all valid rights and benefits accorded to them
under the Indenture, the Charter, and the Constitution and statutes of the State.
General Authorization. The Authorized City Representatives, each acting singly, have been respectively
authorized to do and perform from time to time my and all acts and things consistent with the Indenture necessary
or appropriate to carry the same into effect.
Monevs Held for Particular Bonds. Except as otherwise provided in the Supplemental Indenture
authorizing a Series of Bonds, the amounts held by the Trustee, any Paying Agent or any Escrow Agent for the
payment of principal, premium if my, Purchase Price or interest due on my date with respect to particular Bonds of
such Series will, on and after such date and pending such payment, be set aside on its books and held in trust by it
for the Owners of the Bonds entitled thereto. None of the City, the Trustee, any Paying Agent or my Escrow Agent
will be liable to my Owner for interest on amounts so held in bust.
Credit Providers.
(a) Except as limited by the Indenture, a Supplemental Indenture authorizing a Series of Bonds may
provide that my Credit Provider providing a Credit Support Instrument with respect no Bonds of such Series may
exercise my 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 Support Instrument relates in lieu of such Owners.
(b) All provisions under the Master Indenture or a Supplemental Indenture authorizing the exercise of
rights by a Credit Provider with respect to Bonds of a Series, including without limitation actions relating to
consents, approvals, directions, waivers, appointments and requests, will be deemed not to require or permit such
consents, approvals, directions, waivers, appointments, requests or other actions and will be read as if the Credit
Provider were not mentioned therein: (1) during my period during which there is a default by such Credit Provider
under the applicable Credit Support Instrument; or (2) after the applicable Credit Support Instrument will for my
reason cease to be valid and binding on the Credit Provider, or be declared to be null and void by final judgment of a
court of competent jurisdiction, or after the Credit Support Instrument 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
Credit Provider; provided, however, that the payment of amounts due or that may become due (including without
limitation all indemnity payments) to the Credit Provider or my other person identified under such Credit Provider's
Credit Support Agreement pursuant to the terms of the Master Indenture, my Supplemental Indenture and/or such
Credit Support Agreement will continue in full force and effect. The foregoing does not affect my other rights of a
Credit Provider, including rights as the Owner of a Credit Provider Bond.
(c) All provisions in the Indenture relating to the rights of a Credit Provider will be of no force and
effect if there is no Credit Support Instrument in effect and all amounts owing m the Credit Provider under the
Credit Support Agreement have been paid.
Reserve Financial Guaranty Providers.
(a) All provisions under the Master Indenture or a Supplemental Indenture authorizing the exercise of
rights by a Reserve Financial Guaranty Provider with respect to Bonds of a Series, including without limitation
actions relating to consents, approvals, directions, waivers, appointments and requests, will be deemed not to require
or permit such consents, approvals, directions, waivers, appointments, requests or other actions and will be read as if
the Reserve Financial Guaranty Provider were not mentioned therein: (1) during my period during which there is a
BA6
default by such Reserve Financial Guaranty Provider under the applicable Reserve Financial Guaranty; or (2) after
the applicable Reserve Financial Gustatory will for any reason cease to be valid and binding on the Reserve
Financial Guaranty Provider, or will be declared to be null and void by final judgment of a court of competent
jurisdiction, or after the Reserve Financial Guaranty has been rescinded, repudiated or terminated, or after a
receiver, conservator or liquidator has been appointed for the Reserve Financial Guaranty Provider; provided,
however, that the payment of amounts due (including without limitation all indemnity payments) to the Reserve
Financial Guaranty Provider pursuant to the terms of the Master Indenture, any Supplemental Indenture, and/or any
Reserve Financial Guaranty will continue in full force and effect. The foregoing will not affect any other rights of a
Reserve Financial Guaranty Provider.
(b) All provisions in the Indenture relating to the rights of a Reserve Financial Guaranty Provider will
be of no force and effect if there is no Reserve Financial Guaranty in effect issued by such Reserve Financial
Guaranty Provider and all amounts owing to such Reserve Financial Guaranty Provider under the Reserve Financial
Guaranty have been paid.
No Recourse on Bonds. Neither the members of the City nor the officers or employees of the City are
individually liable on the Bonds or in respect of any undertakings by the City under the Master Indentutc, any
Supplemental Indenture or any Bond.
Unclaimed Monevs. Anything in the Master Indenture or any Supplemental Indenture to the contrary
notwithstanding, my moneys held by the Trustee, an Escrow Agent or any Paying Agent 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, an Escrow Agent or a Paying Agent at such date, or for two years after the date of
deposit of such moneys if deposited with the Trustee, an Escrow Agent or a Paying Agent after the date when such
Bonds or the Purchase Price thereof became due and payable, will be repaid by such Trustee, Escrow Agent or
Paying Agent to the City, as its absolute property and flee and clear of any trust, lien, pledge or assignment securing
said Bonds, and such Trustee, Escrow Agent or Paying Agent will thereupon be released and discharged with
respect thereto and the Owners of such Bonds will look only ro the City for the payment of such Bonds; provided,
however, that before being required to make any such payment to the City, the Trustee, the Escrow Agent or the
Paying Agent, as applicable, will, at the expense of the City, mail, postage prepaid to the Owners of such Bonds, at
the last address appearing upon the Bond Register a notice that said moneys remain unclaimed and that, after a date
named in said notice, which date is not less than 30 days after the date of the mailing of such notice, the balance of
such moneys then unclaimed will be returned to the City.
Holes. If the date for making any payment or the last date for performance of any act or the exercising
of any right, as provided in any Indenture, is not a Business Day, such payment may be made or act performed or
right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date
provided in the Indenture, and, unless otherwise specifically provided in a Supplemental Indenture, no interest will
accrue for the period after such nominal date.
Govemfine Law. The Indenture and each Bond will 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.
Preservation and huspection of Documents. All documents received by the Trustee, any Paying Agent or
any Escrow Agent under the provisions of the Indenture will be retained in its possession and will be subject at all
reasonable times to the inspection by the City, the Trustee, any Credit Provider and any Owner of an Outstanding
Bond and their agents and their representatives, any of whom may make copies thereof
Parties Interested. Nothing in the Indenture expressed or implied is intended or will be construed to confer
upon, or to give to, any Person, other than the City, the Trustee, each Paying Agent, each Escrow Agent, the Credit
Providers, the Reserve Financial Gummy Providers and the Owners of the Bonds, any right, remedy or claim under
or by reason of the Indenture or any covenant, condition or stipulation thereof, and all of the covenants, stipulations,
promises and agreements in the Indenture contained by the City will be for the sole and exclusive benefit of the City,
the Trustee, each Paying Agent, each Escrow Agent, the Credit Providers, the Reserve Financial Guaranty Providers
and the Owners of the Bonds.
B47
[SUMMARY OF FIFTH SUPPLEMENTAL RESOLUTION TO COME FROM BOND COUNSEL].
B48
APPENDIX C
FORM OF OPINION OF BOND COUNSEL
Upon issuance of the 2020 Bonds, Strad[ing Yocca Carlson & Routh, a Professional Corporation,
Bond Counsel, proposes to render its final approving opinion in substantially the following form:
March — 2020
Cityof Vemon
Vernon, California
Re: City of Vernon Electric System Revenue Bonds, 2020 Series A
Members of the City Council:
We have examined a certified copy of the record of the proceedings of the City of Vernon (the "City")
relative to the issuance of the S City of Vemon Electric System Revenue Bonds, 2020 Series A (the "2020
Bonds"), dated the date hereof, and such other information and documents as we consider necessary to render this
opinion. In rendering this opinion, we have relied upon certain representations of fact and certifications made by the
City, the initial purchaser of the 2020 Bonds and others. We have not undertaken to verify through independent
investigation the accuracy of the representations and certifications relied upon by us.
The 2020 Bonds are being issued pursuant to an Indenture of Trust, dated as of September 1, 2008, by and
between the City and The Bank of New Yoh Mellon Trust Company, N.A., as trustee, as amended and
supplemented, including as supplemented by the Fifth Supplemental Indenture of Trust, dated as of March 1, 2020
(collectively, the "Indenture"). The 2020 Bonds marine on the dates and in the amounts referenced in the Indenture.
The 2020 Bonds are dated then date of delivery and bear interest at the rates per annum referenced in the Indenture.
The 2020 Bonds are registered in the form set forth in the Indenture.
Based on our examination as Bond Counsel of existing law, certified copies of such legal proceedings and
such other proofs as we deem necessary to render this opinion, we are of the opinion, as of the date hereof and under
existing law, that:
1. The proceedings of the City show lawful authority for the issuance and sale of the 2020 Bonds
under the laws of the State of California now in force, and the Indenture has been duly authorized, executed and
delivered by the City. Assuming due authorization, execution and delivery by the Trustee, as appropriate, the 2020
Bonds and the Indenture are valid and binding obligations of the City enforceable against the City in accordance
with their terms.
2. The obligation of the City to make the payments of principal of and interest on the 2020 Bonds
from Net Revenues (as such term is defined in the Indenture) is an enforceable obligation of the City and does not
constitute an indebtedness of the City in contravention of any constitutional or statutory debt limit or restriction.
3. Under existing statutes, regulations, ridings and judicial decisions, and assuming the accuracy of
certain representations and compliance with certain covenants and requirements described herein, interest (and
original issue discount) on the 2020 Bonds is excluded from gross income for federal income tax purposes and is not
an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals.
4. Interest (and original issue discount) on the 2020 Bonds is exempt from State of California
personal income tat.
5. The difference between the issue price of a 2020 Bond (the first price at which a substantial
amount of the 2020 Bonds of a maturity is to be sold to the public) and the stated redemption price at maturity with
C-1
respect to such 2020 Bond constitutes original issue discount. Original issue discount accrues under a constant yield
method, and original issue discount will accrue to a 2020 Bond Owner before receipt of cash attributable to such
excludable income. The amount of original issue discount deemed received by a 2020 Bond owner will increase the
2020 Bond Owner's basis in the applicable 2020 Bond. The amount of original issue discount that accrues to the
2020 Bond Owner is excluded from the gross income of such Owner for federal income tax purposes, is not an item
of tux preference for purposes of calculating the federal alternative minimum tax imposed on individuals or
corporations and is exempt from State personal income tax.
6. The amount by which a 2020 Bond Owner's original basis for determining loss on sale or
exchange in the applicable 2020 Bond (generally, the purchase price) exceeds the amount payable on maturity (or on
an earlier call date) constitutes amortizable bond premium, which must be amortized under Section 171 of the
Internal Revenue Code of 1986, as amended (the "Code"); such amortizable bond premium reduces the 2020 Bond
Owner's basis in the applicable 2020 Bond (and the amount of tax-exempt interest received), and is not deductible
for federal income tax purposes. The basis reduction as a result of the amortization of 2020 Bond premium may
result in a 2020 Bond Owner realizing a taxable gain when a 2020 Bond is sold by the Owner for an amount equal to
or less (under certain circumstances) than the original cost of the 2020 Bond to the Owner. Purchasers of the 2020
Bonds should consult their own tax advisers as to the treatment, computation and collateral comequencm of
amortizable bond premium.
The opinions expressed herein as to the exclusion from gross income of interest (and original issue
discount) on the 2020 Bonds are based upon certain representations of fact and certifications made by the City and
are subject to the condition that the City comply with all requirements of the Code that must be satisfied subsequent
to the issuance of the 2020 Bonds to assure that such interest (and original issue discount) on the 2020 Bonds will
not become includable in gross income for federal income tax purposes. Failure to comply with such requirements
of the Code might cause interest (and original issue discount) on the 2020 Bonds to be included in gross income for
federal income tax purposes retroactive to the date of issuance of the 2020 Bonds. The City has covenanted to
comply with all such requirements.
The opinions expressed herein may be affected by actions taken (or not taken) or events occurring (or not
occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether any such
actions or events are taken or do occur. Our engagement ends as of the date of issuance of the 2020 Bonds. The
Indenture and the Tax Certificate relating to the 2020 Bonds permit certain actions to be taken or to be omitted if a
favorable opinion of Bond Counsel is provided with respect therein. No opinion is expressed herein as to the effect
on the exclusion from gross income of interest (and original issue discount) on the 2020 Bonds for federal income
tax purposes with respect to any 2020 Bond if any such action is taken or omitted based upon the opinion or advice
of counsel other than ourselves. Other than expressly stated herein, we express no other opinion regarding tax
consequences with respect to the 2020 Bonds.
The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations,
rulings and judicial decisions and cover certain matters not directly addressed by such authorities. We call attention
to the fact that the rights and obligations under the Indenture and the 2020 Bonds are subject to banlmrptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors' rights, to
the application of equitable principles if equitable remedies are sought, m the exercise of judicial discretion in
appropriate cases and to limitations on legal remedies against public agencies in the State of California.
Our opinion is limited to matters governed by the laws of the State of California and federal law. We
assume no responsibility with respect to the applicability or the effect of the laws of my otherjurisdiction.
We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement
relating to the 2020 Bonds or other offering material relating in the 2020 Bonds and expressly disclaim my duty to
advise the owners of the 2020 Bonds with respect to ratters contained in the Official Statement.
Respectfully submitted,
C-2
APPENDIX D
INFORMATION CONCERNING DTC
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 responsibilityfor the completeness or
accuracythereof. The following description of the procedures and record keeping with respect to beneficial
ownership interests in the 2020 Bonds, payment of principal, premium, if any, accreted value, if any, and
interest on the 1020 Bonds to DTC Participants or Beneficial Owners, confirmation and transfers of beneficial
ownership interests in the 2020 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 2020
Bonds. The 2020 Bonds will be issued n 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 2020 Bond will be issued for each annual maturity of the 2020 Bonds, each in the aggregate
principal amount of such annual 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 3.5 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 is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC
is owned by the users of its regulated subsidiaries. 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 is rated AA+ by Standard & Poor's. The DTC Rules applicable to its Participants areon file
with the Securities and Exchange Commission. More information about DTC can be found at wwwAtec.com.
Purchases of 2020 Bonds under the DTC system most be made by or through Direct Participants, which
will receive a credit for the 2020 Bonds on DTC's records. The ownership interest of each actual purchaser of each
2020 Bonds ("Beneficial Owner") is in turn in 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, fiom the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the 2020 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
bonds representing their ownership interests in 2020 Bonds, except in the event that use ofthe book entry system for
the 2020 Bonds is discontinued.
To facilitate subsequent transfers, all 2020 Bonds deposited by Direct Participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co., or sucb other name as may be requested by an authorized
representative of DTC. The deposit of 2020 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 2020 Bonds; DTC's records reflect only the identity of the Direct Participants to whose
accounts such 2020 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.
D-I
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 et%ct from time to time.
Beneficial Owners of 2020 Bonds may wish to take certain steps to augment the transmission in them of notices of
significant events with respect to the 2020 Bonds, such as redemptions, tenders, defaults, and proposed amendments
to the 2020 Bonds documents. For example, Beneficial Owners of 2020 Bonds may wish to ascertain that the
nominee holding the 2020 Bonds far 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 2020 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 2020
Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual
procedures, DTC mails an Gamibits 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 2020 Bonds are
credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and dividend payments on the 2020 Bonds will be made in 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 my statutory or regulatory
requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend
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.
A 2020 Bond Owner shall give notice to elect to have its 2020 Bonds purchased or tendered, through its
Participant, to the Trustee, and shall effect delivery of such 2020 Bond by causing the Direct Participant to transfer
the Participant's interest in the 2020 Bonds, on DTC's records, to the Trustee. The requirement for physical
delivery of 2020 Bond in connection with an optional tender or a mandatory purchase will be deemed satisfied when
the ownership rights in the 2020 Bond are transferred by Direct Participants on DTC's records and followed by a
book entry credit of tendered 2020 Bond to the Trustee's DTC account.
DTC may discontinue providing its services as depository with respect in the 2020 Bonds at my time by
giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor
depository is not obtained, physical certificates are required to be printed and delivered.
The City rosy decide In discontinue use of the system of book entry only trmsfers through DTC (or a
successor securities depositary). In that event, 2020 Bonds will be printed and delivered to DTC.
THE TRUSTEE, AS LONG AS A BOOK ENTRY ONLY SYSTEM IS USED FOR THE 2020 BONDS,
WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES TO OWNERS ONLY TO DTC. ANY
FAILURE OF DTC TO ADVISE ANY DTC PARTICIPANT, OR OF ANY DTC PARTICIPANT TO NOTIFY
ANY BENEFICIAL OWNER, OF ANY NOTICE AND TTS CONTENT OR EFFECT WILL NOT AFFECT THE
VALIDITY OF SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE REDEMPTION OF THE 2020
BONDS CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE-
D-2
APPENDIXE
FORM OF CONTINUING DISCLOSURE AGREEMENT
Upon issuance of the 2020 Bonds, the Cityproposes to enter info a Continuing Disclosure Agreement
in substantially the followingform:
This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by and
between the City of Vernon (the "City") and The Bank of New York Mellon Trust Company, N.A], in its capacity
as dissemination agent (the "Dissemination Agent"), in connection with the issuance of the City of Vernon Electric
System Revenue Bonds, 2020 Series A in an aggregate principal amount of S_ (the "Bonds'). The Bonds are
being issued by the City pursuant to the provisions of that certain Indenture of Trust, dated as of September 1, 2008,
by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), as
amended and supplemented, including as supplemented by the Fifth Supplemental Indenture of Trust, dated as of
March 1, 2020 (collectively, the "Indenture'). The City and the Dissemination Agent hereby certify, caveman[ and
agree as follows:
Section 1. Pumose of the Disclosure Agreement This Disclosure Agreement is being executed and
delivered by the parties hereto for the benefit of the holders and Beneficial Owners of the Bonds and in order to
assist the Participating Underwriter in complying with the Rule.
Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any
capitalized terms used in this Disclosure Agreement, unless otherwise defined in this Section, the following
capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the City pursuent to, and as described in,
Sections 3 and 4 of this Disclosure Agreement.
"Annual Report Date" shall mean each April 1 after the end of the City's fiscal year, the end of which, as
of the date of this Disclosure Agreement, is June 30.
"Beneficial Owner" shall mean any person which: (a) has the power, directly or indirectly, in vote or
consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through
nominees, depositories or other intermediaries); or (b) is treated as the owner of any Bonds for federal income tax
purposes.
"Dissemination Agent" shall mean, initially, The Bank of New York Mellon Trust Company, N.A., acting
in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent that is so designated in
writing by the City and has filed with the thenturrent Dissemination Agent a written acceptance of such
designation.
"Financial Obligation" shall mean a: (A) debt obligation; (B) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (C)
guarantee of (A) or (B). The term "Financial Obligation" shall not include municipal securities as to which a final
official statement has been provided to the Municipal Securities Ruleoaking Board consistent with the Rule.
"Listed Events" shall mean any of the events listed in Sections 5(a) and (b) of this Disclosure Agreement.
"MSRB" shall mean the Municipal Securities Rulemaking Board.
"Official Statement" shall mean the Official Statement dated March 2020, relating to the Bonds.
"Participating Underwriter" shall mean Goldman Sachs & Co. LLC, the original underwriter of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
E-1
"Rule" shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the
same may be amended from time to time.
"SEC "shall mean the Securities and Exchange Commission.
Section 3. Provision of Annual Repmts.
(a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date,
commencing April 1, 2020 with the Annual Report for fiscal year 2018-19, provide to the MSRB an Annual Report
that is consistent with the requirements of Section 4 of this Disclosure Agreement; provided that the filing of the
Official Statement with the MSRB shall constitute compliance with this obligation for the first Annual Report Date.
Not later than 15 calendar days prior to such date, the City shall provide its Annual Report to the Dissemination
Agent, if such Dissemination Agent is a different entity than the City. The Annual Report must be submitted in an
electronic format as prescribed by the MSRB, accompanied by such identifying information as is prescribed by the
MSRB, and may include by reference other information as provided in Section 4 of this Disclosure Agreement;
provided that any audited financial statements of the City may be submitted separately from the balance of the
Annual Report, and not later than the date required above for the filings of the Annual Report If the City's fiscal
year changes, it shall give notice of such change in the same manner as, for a Listed Event under Section 5(a). The
City shall provide a written certification with each Annual Report famished to the Dissemination Agent to the effect
that such Annual Report constitutes the Annual Report required to be furnished hereunder. The Dissemination
Agent may conclusively rely upon such certification of the City and shall have no duty or obligation to review such
Annual Report.
(b) If the City is unable to provide to the MSRB an Annual Report by the date required in subsection
(a), the City in a timely manner shall send in the MSRB a notice in an electronic format as prescribed by the MSRB,
accompanied by such identifying information as prescribed by the MSRB.
(c) The Dissemination Agent shall:
provide any Annual Report received by it to the MSRB by the date required in subsection
(a);
file a report with the City and the Trustee (if the Dissemination Agent is other than the
Trustee) certifying that the Annual Report has been provided to the MSRB pursuant to
this Disclosure Agreement and stating the date it was provided; and
take any other actions as are mutually agreed upon between the Dissemination Agent and
the City.
Section 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference
the following:
(a) Audited financial statements of Public Utilities Department of the City (Vernon Public Utilities)
for the prior fiscal year, which include information regarding the funds and accounts of the Electric System, if any,
prepared in accordance with generally accepted accounting principles a, promulgated to apply in governmental
entities from time to time by the Governments] Accounting Standards Board. If such audited financial statements
are not available at the time that the Annual Report is required to be filed pursuant to Section 3(a), the Annual
Report shall contain unaudited financial statements, 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 for the prior fiscal year in substantially the form set forth in the
following tables in the Official Statement under the caption "THE ELECTRIC SYSTEM":
Resources Used to Satisfy City Load Requirements; and
E-2
Average Billing Price (Cents per Kilowatt Hour).
(c) An update of the information for the prior fiscal year in substantially the form set forth in the
following tables in the Official Statement under the caption "ELECTRIC SYSTEM FINANCIAL
INFORMATION":
Customers, Retail Sales, Revenues and Demand; and
Historical Revenues, Expenses and Debt Service Coverage Under Indenture.
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, that are available to the public on the MSRB's
Internet website or filed with the SEC. If the document included by reference is a final official statement, it most be
available from the MSRB. The City shall clearly identify each such other document so included by reference.
Section 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or shall cause the Dissemination
Agent to give, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner
not more than ten (10) Business Days after the event:
1. Principal and interest payment delinquencies.
2. Unscheduled draws on debt service reserves mflecting financial difficulties.
3. Unscheduled draws on credit enhancements reflecting financial difficulties.
4. Substitution of credit or liquidity providers, or their failure to perfont.
5. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final
determinations of taxability or Notices of Proposed Issue (IRS Form 5701 TEB).
* Tender offers.
7. Defeasances.
8. Rating changes.
9. Bankruptcy, insolvency, receivership or similar proceedings.
Note: For the purposes of the event identified in subparagraph (9), the event is considered to occur when
any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a
proceeding under the U.S. Bankruptcy Code or in my other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated
person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers
in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having
supervision orjurisdiction over substantially all of the assets or business of the obligated person.
10. Default, event of acceleration, termination event, modification of terms or other similar
events under the terns of a Financial Obligation of the City, any of which reflect financial difficulties.
(b) Pursuant in the provisions of this Section 5, the City shall give, or shall cause the Dissemination
Agent to give, notice of the occurrence of any of the following events with respect to the Bonds, if material, in a
timely manner not more than ten (10) Business Days after occurrence:
E-3
1. Unless described in Section 5(ax5), other notices or determinations by the Internal
Revenue Service with respect to the tax status of the Bonds or other events affecting the
tax status of the Bonds.
2. Modifications to the rights of Bondholders.
3. Bond calls.
4. Release, substitution or sale of property securing repayment of the Bonds.
5. Non-payment related defaults.
6. The consummation of a merger, consolidation or acquisition involving the City or the
sale of all or substantially all of the assets of the City, other than in the ordinary course of
business, the entry into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms.
7. Appointment of a successor or additional trustee or the change of the name of a trustee.
8. Incurrence of a Financial Obligation of the City, or agreement to covenants, events of
default, remedies, priority rights, or other similar terms of a Financial Obligation of the
City, any of which affect security holders.
(c) If the City determines that knowledge of the occurrence of a Listed Event under subsection (b)
would be material under applicable federal securities laws, and if the Dissemination Agent is other than the City, the
City shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent
to file a notice of such occurrence with the MSRB in an electronic format as prescribed by the MSRB in a timely
manner not more than ten (10) Business Days after the event.
(d) If the City determines that a Listed Event under subsection (b) would not be material under
applicable federal securities laws and if the Dissemination Agent is other than the City, the City shall so notify the
Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence.
(e) The City hereby agrees that the undertaking set forth in this Disclosure Agreement is the
responsibility of the City and, if the Dissemination Agent is other than the City, the Dissemination Agent shall not
be responsible for determining whether the City's instructions to the Dissemination Agent under this Section 5
comply with the requirements of the Rule.
Section 6. Termination of Reporting Obligation. The obligations of the City and the Dissemination
Agent specified in 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 Section 5(a).
Section 7. Dissemination Axnt. The City may from time to time appoint or engage a
Dissemination Agent to assist it in carrying out its obligations and" this Disclosure Agreement, and may discharge
any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is
not any other designated Dissemination Agent, the City shall act as Dissemination Agent. The initial Dissemination
Agent shall be The Bank of New York Mellon Trust Company, N.A.
Section 8. Amendment; Waver. Notwithstanding any other provision of this Disclosure
Agreement, the City may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be
waived, provided that the following conditions are satisfied:
E4
(a) if the amendment or waiver relates to annual or event information to be provided hereunder, 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 the City or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally
recognized 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 holders of the Bonds in the manner
provided in the Indenture for amendments to the Indenture with the consent of holders; or (ii) does not, in the
opinion of nationally recognized bond counsel, materially impair the interest of Bond owners.
The City shall describe any amendment to this Disclosure Agreement in the next Annual Report filed after
such amendment takes effect.
If the annual financial information or operating data to be provided in the Annual Report is amended
pursuant to the provisions hereof, the aanual 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 MSRB.
Section 9. 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 10. Default. In the event of a failure of the City to comply with any provisions of this
Disclosure Agreement, any Participating Underwriter or any holder or Beneficial Owner of the Bonds, or the
Trustee on behalf of the holders 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 to comply with its obligations under this
Disclosure Agreement. A default =der this Disclosure Agreement shall not be deemed to be a default under the
Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the City to comply
with this Disclosure Agreement shall be an action to compel performance.
Section It. Duties Immunities and Liabilities of Dissemination Agent, The Dissemination Agent
shall have only such duties as are specifically or forth in this Disclosure Agreement, and the City agrees to
indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any
loss, expense and liabilities that it may incur arising out of or in the exercise or performance of its duties as
described hereunder, if any, including the costs and expenses (including attorneys' fees) of defending against any
claim of liability, but excluding liabilities due to the Dissemination Agent's 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. The Dissemination Agent shall not be responsible in any manner for the format or content of
E-5
any notice or Annual Report prepared by the City pursuant to this Disclosure Agreement. The City shall pay the
reasonable fees and expenses of the Dissemination Agent for its duties as described hereunder.
Section 12. Notices. Any notices or communications to or among any of the parties to this
Disclosure Agreement may be given to the Dissemination Agent (if other than the City) and to the City as follows:
City: City of Vernon
4305 South Santa Fe Avenue
Vernon, California 90058
Attention: City Administrator
Dissemination Agent: The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Trost
Reference: City of Vernon 2020 Electric Bonds
Section 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the
Dissemination Agent, the Trustee, the Participating Underwriter and holders and Beneficial Owners from time to
time of the Bonds, and shall create no rights in any other person or entity.
Section 14. Countemats. This Disclosure Agreement may be executed in multiple counterparts, all
of which shall constitute one and the same instrument, and each of which shall be deemed to be an original.
Date: March 2020
CITY OF VERNON
By:
City Administrator
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Dissemination Agent
By:
Authorized Signatory
E-6
EXHIBIT E
DEBT MANAGEMENT POLICY
This Debt Management Policy (the "Debt Policy') of the City of Vernon (the "City') was approved
by the City Council on February 18, 2020. The Debt Policy was also approved by the City Council as
Successor Agency (such entity being referred to herein as the "related entity'). The Debt Policy may be
amended by City Council or the related entity as deemed appropriate from time to time in the prudent
management of the debt of the City.
This Debt Policy will also apply to any debt issued by any other related entity of the City, for which
the governing body consists of the same individuals as the City Council of the City.
The Debt Policy has been developed to provide guidance in the issuance and management of
debt by the City of Vernon or its related entities and is intended to comply with Government Code Section
8855(i), effective on January 1, 2017. The main objectives are to establish conditions for the use of debt;
to ensure that debt capacity and affordability are adequately considered; to minimize the City's interest
and issuance costs; to maintain the highest possible credit rating; to comply with continuing disclosure
undertakings; and to maintain financial flexibility for the City.
Debt, properly issued and managed, is a critical element in any financial management program.
It assists in the City's effort to allocate limited resources to provide the highest quality of service to the
public. The City understands that poor debt management can have ripple effects that hurt other areas of
the City. On the other hand, a propedy managed debt program promotes economic growth and enhances
the vitality of the City of Vernon for its residents and businesses.
1. Definitions
As used in this Debt Policy, "City" shall mean the City and/or the City and its related entities, as
the context may require.
As used in this Debt Policy, "debt" shall be interpreted broadly to mean bonds, notes, certificates
of participation, financing leases, or other financing obligations, but the use of such term in this Debt
Policy shall be solely for convenience and shall not be interpreted to characterize any such obligation as
an indebtedness or debt within the meaning of any constitutional debt limitation where the substance and
terms of the obligation comport with exceptions thereto.
2. Findings
This Debt Policy shall govern all debt undertaken by the City. The City hereby recognizes that a
fiscally prudent debt policy is required in order to:
Maintain the City's sound financial position.
• Ensure the City has the flexibility to respond to changes in future service priorities,
revenue levels, and operating expenses.
Protect the City's credit -worthiness.
• Ensure that all debt is structured in order to protect both current and future taxpayers,
ratepayers and constituents of the City.
• Ensure that the City's debt is consistent with the City's planning goals and objectives
and capital improvement program or budget, as applicable.
• Encourage those that benefit from a facility/improvement to pay the cost of that
facility/improvement without the need for the expenditure of limited general fund resources.
3. Policies
A Purposes For Which Debt May Be Issued
The City will consider the use of debt financing primarily for capital improvement projects (CIP) when the
term of the financing does not exceed the term specked in Section 3.A.(i)(c) of this Debt Policy, to assure
that long-term debt is not issued to finance projects with a short useful life, and when resources are
identified sufficient to fund the debt service requirements. An exception to this CIP driven focus is the
issuance of short-term instruments such as tax and revenue anticipation notes, which are to be used for
prudent cash management purposes and conduit financing, as described below. Bonded debt should
not be issued for projects with minimal public benefit or support, or to finance normal operating expenses.
If a department has any project which is expected to use debt financing, the department director is
responsible for expeditiously providing the City Administrator and the Director of Finance with reasonable
cost estimates, including speck revenue accounts that will provide payment for the debt service. This
will allow an analysis of the project's potential impact on the City's debt capacity and limitations. The
department director shall also provide an estimate of any incremental operating and/or additional
maintenance costs associated with the project and identify sources of revenue, if any, to pay for such
incremental costs.
(i) Long -Term Debt. Long-term debt may be issued to finance or refinance the construction,
acquisition, and rehabilitation of capital improvements and facilities, equipment and land to be owned
and/or operated by the City.
(a) Long-term debt financings are appropriate when the following conditions exist:
When the project to be financed is necessary to provide basic services
When the project to be financed will provide benefit to constituents over multiple
years.
When total debt does not constitute an unreasonable burden to the City and its
taxpayers and ratepayers.
When the debt is used to refinance outstanding debt in order to produce debt service
savings or to realize the benefits of a debt restructuring.
(b) Long-term debt financings will not generally be considered appropriate for current
operating expenses and routine maintenance expenses.
(c) The City may use long-term debt financings subject to the following conditions:
The project to be financed has been or will be approved by the City Council.
• The weighted average maturity of the debt (or the portion of the debt allocated to the
project) will not exceed the average useful fife of the project to be financed by more
than 20%, unless speck conditions exist that would mitigate the extension of time
to repay the debt and it would not cause the City to violate any covenants to maintain
the tax-exempt status of such debt, if applicable.
• The City estimates that sufficient income or revenues will be available to service the
debt through its maturity.
• The City determines that the issuance of the debt will comply with the applicable
requirements of state and federal law.
• The City considers the improvementflacility, to be of vital, time -sensitive need of the
community and there are no plausible alternative financing sources.
(d) Periodic reviews of outstanding long-term debt will be undertaken to identify refunding
opportunities. Refunding will be considered (within federal tax law constraints, 'd applicable) if
and when there is a net economic benefit of the refunding. Refundings which are non -economic
may be undertaken to achieve City objectives relating to changes in covenants, call provisions,
operational flexibility, tax status of the issuer, or the debt service profile.
In general, refundings which produce a net present value savings of at least four (4) percent
of the refunded debt will be considered economically viable. Refundings which produce a net
present value savings of less than four (4) percent or negative savings will be considered on a
case -by -case basis, and are subject to City Council approval.
(ii) Short-term debt. Short-term borrowing may be issued to generate funding for cash flow
needs in the form of Tax and Revenue Anticipation Notes (TRAN).
Short-term borrowing and lines of credit will be considered as an interim source of funding in
anticipation of long-term borrowing. Short-term debt may be issued for any purpose for which long-
term debt may be issued, including capitalized interest and other financing -related costs. Prior to
issuance of the short-term debt, a reliable revenue source shall be identified to secure repayment of
the debt. The final maturity of the debt issued to finance the project shall be consistent with the
economic or useful fife of the project and, unless the City Council determines that extraordinary
circumstances exist, must not exceed seven (7) years.
Short-term debt may also be used to finance short-lived capital projects; for example, the City
may undertake lease -purchase financing for equipment.
(III) Financings on Behalf of Other Entities. The City may also find it beneficial to issue debt
on behalf of other governmental agencies or private third parties in orderto furtherthe public purposes
of City. In such cases, the City shall take reasonable steps to confirm the financial feasibility of the
project to be financed and the financial solvency of any borrower and that the issuance of such debt
is consistent with the policies set forth herein. In no event will the City incur any liability or assume
responsibility for payment of debt service on such debt.
B. Types of Debt
In order to maximize the financial options available to benefit the public, it is the policy of the
City of Vernon to allow for the consideration of issuing all generally accepted types of debt, including,
but not exclusive to the following:
• General Obligation (GO) Bonds: General Obligation Bonds are suitable for use in the
construction or acquisition of improvements to real property that benefit the public at large.
Examples of projects include libraries, parks, and public safety facilities. All GO bonds
shall be authorized by the requisite number of voters in order to pass.
• Revenue Bonds: Revenue Bonds are limited -liability obligations tied to a specific
enterprise or special fund revenue stream where the projects financed clearly benefit or
relate to the enterprise or are otherwise permissible uses of the special revenue. An
example of projects that would be financed by a Revenue Bond would be improvements
to the the water system, which would be paid back with charges to water customers.
Generally, no voter approval is required to issue this type of obligation but in some cases,
the City must comply with proposition 216 regarding rate adjustments.
• Lease -Backed Debt/Certificates of Participation (COP): Issuance of Lease -backed debt
is a commonly used forth of debt that allows a City to finance projects where the debt
service is secured via a lease or installment agreement and where the payments are
budgeted in the annual budget appropriation by the City from the general fund. Lease -
Backed debt does not constitute indebtedness under the state or the City's constitutional
debt limit and does not require voter approval.
• Tax Allocation Bonds/Tax Increment Financing: Tax Allocation Bonds are special
obligations that are secured by the allocation of tax increment revenues that are generated
by increased property taxes in the designated redevelopment area. Tax Allocation Bonds
are not debt of the City. Due to changes in the law affecting California Redevelopment
agencies with the passage of AB X1 26 (as amended, the Dissolution Act) as codified in
the California Health and Safety Code, the Vernon Redevelopment Agency (RDA) was
dissolved as of February 1, 2012, and Its operations substantially eliminated but for the
continuation of certain enforceable RDA obligations to be administered by the Successor
Agency to the Vemon Redevelopment Agency (Successor Agency). The Successor
Agency may issue Tax Allocation Bonds to refinance outstanding obligations of the RDA,
subject to limitations included in the Dissolution Act. The City may also issue tax
increment debt under provisions of State Law such relating to enhanced infrastructure
financing districts.
The City may from time to time find that other forms of debt would be beneficial to further
its public purposes and may approve such debt without an amendment of this Debt Policy.
To maintain a predictable debt service burden, the City will give preference to debt that
carries a fixed interest rate. An alternative to the use of fixed rate debt is variable rate debt. The
City may choose to issue securities that pay a rate of interest that varies according to a pre-
determined formula or results from a periodic remarketing of securities. When making the
determination to issue bonds in a variable rate mode, consideration will be given in regards to the
useful life of the project or facility being financed or the term of the project requiring the funding,
market conditions, credit risk and third party risk analysis, the medium -term or long-term risk
attendant to variable rate debt and the feasibility of exit strategies, and the overall debt portfolio
structure when issuing variable rate debt for any purpose. The maximum amount of variable -rate
debt should be limited to no more than 20 percent of the total debt portfolio.
The City will not employ derivatives, such as interest rate swaps, in its debt program. A
derivative product is a financial instrument which derives its own value from the value of another
instrument, usually an underlying asset such as a stock, bond, or an underlying reference such
as an interest rate. Derivatives are commonly used as hedging devices in managing interest rate
risk and thereby reducing borrowing costs. However, these products bear certain risks not
associated with standard debt instruments.
C. Relationship of Debt to Capital Improvement Program and Budget
The City intends to issue debt for the purposes stated in this Debt Policy and to implement
policy decisions incorporated in the City's capital budget and the capital improvement plan.
The City shall strive to fund the upkeep and maintenance of its infrastructure and facilities
due to normal wear and tear through the expenditure of available operating revenues. The City
shall seek to avoid the use of debt to fund infrastructure and facilities improvements that are the
result of normal wear and tear, unless a speck revenue source has been identified for this
purpose, such as Gas Tax funds.
The City shall integrate its debt issuances with the goals of its capital improvement
program by timing the issuance of debt to ensure that projects are available when needed in
furtherance of the City's public purposes.
The City shall seek to issue debt in a timely manner to avoid having to make unplanned
expenditures for capital improvements or equipment from its general fund.
D. Policy Goals Related to Planning Goals and Objectives
The City is committed to financial planning, maintaining appropriate reserves levels and
employing prudent practices in governance, management and budget administration. The City
intends to issue debtforthe purposes stated in this Debt Policy and to implement policy decisions
incorporated in the City's annual operating budget.
It is a policy goal of the City to protect taxpayers, ratepayers and constituents by utilizing
conservative financing methods and techniques so as to obtain the highest practical credit ratings
(if applicable) and the lowest practical borrowing costs.
The City will comply with applicable state and federal law as It pertains to the maximum
term of debt and the procedures for levying and imposing any related taxes, assessments, rates
and charges.
Except as described in Section &A., when refinancing debt, it shall be the policy goal of
the City to realize, whenever possible, and subject to any overriding non -financial policy
considerations minimum net present value debt service savings equal to or greater than 4% of
the refunded principal amount.
E. Internal Control Procedures
When issuing debt, in addition to complying with the terms of this Debt Policy, the City
shall comply with any other applicable policies and requirements regarding initial bond disclosure,
continuing disclosure, post -issuance compliance, and investment of bond proceeds.
The City will periodically review the requirements of and will remain in compliance with the
following:
• any continuing disctosure undertakings under SEC Rule 150-12,
• any federal tax compliance requirements, including without limitation arbitrage
and rebate compliance, related to any prior bond issues,
• the City's investment policies as they relate to the investment of bond proceeds,
• the requirements of Government Code Section 53343.2 for annual reporting of
parcel taxes on the State Controllers Report (if any) and annual reporting regarding CFD
Bonds to the California Debt and Investment Advisory Commission (CDIAC) (if any), and
posting such information on the City's webshe,
• the requirements of Government Code Section 8855(k) for annual reporting to
CDIAC relating to debt issued after January 1, 2017, and
• any new requirements imposed by state or federal law relating to the City's debt.
Whenever reasonably possible, proceeds of debt will be held by a third -party trustee and
the City will submit written requisitions for such proceeds. The City will submit a requisition only
after obtaining the signature of the City Administrator or the Director of Finance.
STAFF REPORT
City Council Agenda Rem Report
Agenda tam No. COV52-2020
Submitted by. Scott Williams
Submitting Department Finance/ Treasury
Meeting Date: February 18, 2020
SUBJECT
2020 Electric System Revenue Bonds
Recommendation:
A. Find that approval of the resolution to issue 2020 Electric System Revenue Bonds is exempt under the
California Environmental Quality Act (CEQA) in accordance with Sections 15060(c)(3), 15378(b)(4), and
15378(b)(5) because the activity approved bythe Resolution relating to the refinancing or funding of
previously -approved projects will not result in direct or indirect physical changes in the eri ironment and,
therefore, is not a "project," as defined in Section 15378 of the CEQA Guidelines; and
B. Adopt a resolution for the issuance of 2020 Electric System Revenue Taxable Series A Bonds in the
par amount of approximately $190 million to provide funds to (a) refund a portion of the Citys outstanding
2009 Series A, 2012 Series B and 2015 Series A Electric System Revenue Bonds (b) finance costs of
certain capital improvements for the electric system (c) fund a deposit to the Debt Service Reserve Fund,
and (d) pay cost of issuance of the 2020 Series Bonds. The resolution provides for flexibilityto
accommodate interest rate fluctuations that would impact market conditions.
Background:
Currently, interest rates for tax-exempt bonds are at all-time low. In a review of the Citys electric system
debt profile, it was identified there was an opportunity to undertake a refunding effort of the 2009 Series
A, 2012 Series B and 2015 Series A bonds to achieve debt service savings, as well as issue new
issuance of up to $25 million. The new issuance is needed to allow the City convert existing taxable
bonds to tax-exempt. The result oftls financing effort will decrease debt service, provide immediate
available resources for scheduled capital expenditures as well as funding reserves in the electric utility.
This bond restructudrg was performed following best business practices including competitive selection
processes for the selection of Stradlirg Yocca Cadson & Rauth for bond and disclosure counsel service,
and Goldman Sachs & Co. for Investment Banking and Underwriting Services. In connection with the
issuance of the 2020 Series Bonds, staff has tasked Stradling Yocca Carlson & Rauth with additional
deliverables and legal work beyond the scope of the aforementioned agreement approved for bond and
disclosure counsel service. Staff will request approval of an amendment to said agreement with Bond
Counsel at a later time, including arry increase in the fee payable to Bond Cassel for its services in
connection with the 2020 Series Bonds.
Upon finalizing the Series 2020 bond financial requirements and disclosure documents, City Council will
be briefed on the specifics of the bonding transaction before proceeding with the final sale. At that time,
staff will request that Council approve a resolution to move forward with the bond transaction, including
approval of the Bond Purchase and Sale Agreement with Goldman Sachs, and authorization for the
Director of Finance to accept or reject bids and set the interest rates on the bonds sold. A calculation will
be done by the Citys Financial Advisor to determine the lowest cost investor bids to be accepted. This
information will be brought forward to City Council and will be incorporated into the authorizing resolution.
Anticipated Actions and Timeline
There are various milestone actions required to complete the bond financing transaction. The major
activities are covered below:
November 19: City Council approval of Attorney Services Agreement (Transactional) with Stradling
Yocca Carlson & Rauth for bond and disclosure counsel service
January2l: Selection of Goldman Sachs & Co. for bond financing activities
January24: Meet with rating agencies to review the Citys financial condition
February 5: Post notices of redemption of the 2009 Series A, 2012 Series B, and 2015 Series A
Bonds
February17: Receive bond rating scores
February 18: Post rating scores, Preliminary Official Bond Statement and investor presentation
March 5: Price the bonds for sale based upon market rate conditions
March 10: Final Closing of the Transaction
Council Policy Consideration
This requested action supports the City Council's strategic goal of maintaining fiscal responsibility and
stability while listening carefully to the needs of the Citys business community.
Fiscal Impact:
The result of this bond refunding and new issuance is projected to be appropmately $190 million in new
2020 Bonds. The components are to refund $58.0 million in refunding the 2009 Series A bonds, $31.6
million of 2012 Series B bonds, $82.7 million of 2015 Series A bonds, and new issuance of $25 bonds,
for a total anticipated savings of approbmately $6 million.
Attachments:
1. Resolution - 2020 Electric System Revenue Bonds
2. Instructions and Request Regarding Bonds to Be Refunded (2009A Bonds)
3. Instructions and Request Regarding Bonds to Be Refunded (2012B Bonds)
4. Instructions and Request Regarding Bonds to Be Refunded (2015A Bonds)