HomeMy WebLinkAboutStaff Report 5.D 05/15/2017DATE: May 15, 2017
Agenda Item #5.D
TO: Honorable Mayor and Members of the City Council through City Manager
FROM: William Mushallo, Finance Director through the City Manage
Corey Garberolio, Principal Financial Analyst
SUBJECT: Resolution Authorizing the Issuance and Sale of Wastewater Revenue Refunding
Bonds to Refinance Outstanding Wastewater Revenue Obligations of the City;
Authorizing Public or Private Sale of the Bonds; Approving Official Statement;
and, Approving Related Agreements and Actions
RECOMMENDATION
It is recommended that the City Council adopt the Resolution Authorizing the Issuance and Sale
of Wastewater Revenue Refunding Bonds to Refinance Outstanding Wastewater Revenue
Obligations of the City; Authorizing Public or Private Sale of the Bonds; Approving Official
Statement; and, Approving Related Agreements and Actions.
BACKGROUND
The City of Petaluma previously issued $22,465,000 of wastewater revenue refunding bonds in
March, 2011 to finance and refinance improvements to the Ellis Creek Water Recycling Facility.
The 2011 bonds were secured by and payable from net revenues of the wastewater enterprise.
Currently, all $22,465,000 of the 2011 bonds remain outstanding.
DISCUSSION
Interest rates are considerably lower today than when the 2011 bonds were originally issued.
Therefore, the City now has an opportunity to refinance the 2011 bonds at lower rates and realize
significant savings, much the same as when homeowners refinance their mortgages.
At today's relatively low interest rates, the `all- inclusive' interest rate on the proposed refunding
bonds would equal approximately 3.56 %, as compared to an average rate of 5.83% on the
outstanding 2011 bonds being refinanced.
FINANCIAL IMPACTS
Based on bond market conditions and prevailing interest rates as of April 24, 2017, this
refinancing is expected to yield debt service savings of approximately $359,000 per year from
2018 -2029, for total savings of $4.5 million. These savings are net of all issuance costs.
Another common measure of the savings that result from the issuance of refunding bonds is `net
present value savings', commonly referred to as "NPV Savings ". NPV Savings equals total debt
service savings (e.g. $4.5 million) adjusted for the time value of money, the costs of issuance,
and any up -front cash contribution of funds. NPV Savings is generally considered a better
measure of the true "economic benefit" of issuing refunding bonds.
Based on market conditions as of April 24, 2017, this transaction will generate NPV Savings of
approximately $3.70 million or 16.50% of the amount of bonds being refunded. Within the
public finance industry, NPV Savings of 10% or more is typically considered excellent.
The actual amount of savings will not be determined until the refunding bonds are sold.
Moreover, if interest rates increase appreciably between now and then, it is possible the savings
may be lower than expected, or even insufficient to warrant proceeding, in which case the
refinancing may be cancelled, or delayed until a later date.
The costs of issuance for the refinancing including fees for bond and disclosure counsel,
financial advisor, rating agency and other related costs and expenses equal approximately
$350,000. All such costs are payable from proceeds of the refunding bonds contingent upon
closing. In other words, if the refinancing fails to close then all costs will be waived and the City
will not be billed, with one possible exception. A portion of the rating agency fee estimated at
not -to- exceed $10,000 is non - contingent.
No General Fund expense will be incurred in connection with this refinancing.
ATTACHMENTS
1. Resolution of the City
2. Debt Service Savings Analysis
3. Official Notice of Sale
4. Preliminary Official Statement
5. Indenture
6. Escrow Agreement
ATTACHMENT 1
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PETALUMA
AUTHORIZING THE ISSUANCE AND SALE OF WASTEWATER
REVENUE REFUNDING BONDS TO REFINANCE OUTSTANDING
WASTEWATER REVENUE OBLIGATIONS OF THE CITY, AUTHORIZING
PUBLIC OR PRIVATE SALE OF THE BONDS, APPROVING OFFICIAL
STATEMENT AND APPROVING RELATED AGREEMENTS AND
ACTIONS
WHEREAS, the City of Petaluma (the "City ") owns and operates a public enterprise for the
collection, treatment and disposal of wastewater within the service area of the City (the
"Wastewater System "); and
WHEREAS, the City has heretofore authorized, issued and sold $22,465,000 original
principal amount of its City of Petaluma 2011 Wastewater Revenue Refunding Bonds (the "2011
Bonds ") pursuant to an Indenture of Trust dated as of February 1, 2011 (the "2011 Indenture "),
by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee
(the "2011 Trustee "), which are presently outstanding in the principal amount of $22,465,000
and
WHEREAS, under the 2011 Indenture, the City has the right to redeem the 2011 Bonds on
any date on or after May 1, 2021, at a redemption price equal to the principal amount to be
redeemed, plus accrued interest to the date fixed for redemption, without premium; and
WHEREAS, the City wishes at this time to refinance the 2011 Bonds in accordance with the
2011 Indenture; and
WHEREAS, the City has previously entered into an Interagency Sales Agreement (No. 05-
803- 550 -0) with the State Water Resources Control Board in 2006, and amended as of October
17, 2007, in the maximum principal amount of $125,964,254 (the "SRF Loan"); and
WHEREAS, the City Council wishes at this time to authorize the issuance and sale of City of
Petaluma 2017 Wastewater Revenue Refunding Bonds (the "Refunding Bonds ") under the Bond
Law (as herein defined) to provide funds to defease and provide for the redemption of the 2011
Bonds, such Refunding Bonds to be secured by a pledge of the Net Revenues of the Wastewater
System on a parity with the SRF Loan; and
3
WHEREAS, the City Council of the City has duly considered such transactions and wishes at
this time to approve said transactions in the public interests of the City;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma as
follows:
Section 1. Issuance of Refunding Bonds; Approval of Indenture. The City Council hereby
authorizes the issuance of the Refunding Bonds under the provisions of Articles 10 and 11 of
Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing
with Section 53570 of said Code (the "Bond Law "), for the purpose of providing funds to
refinance the 2011 Bonds, fund a reserve fund for the Refunding Bonds (if necessary) and pay
the costs of issuing and selling the Refunding Bonds.
The Refunding Bonds shall be issued under an Indenture of Trust between the City and The
Bank of New York Mellon Trust Company, N.A., as trustee, which is hereby approved in
substantially the form on file with the City Cleric together with any changes therein or additions
thereto deemed advisable by the City Manager or Finance Director, acting alone or together
(each an "Authorized Officer "), and the execution thereof by an Authorized Officer shall be
conclusive evidence of the approval of such changes and additions. The City Council hereby
authorizes and directs an Authorized Officer to execute, and the City Cleric to attest, said form of
the Indenture of Trust for and in the name of the City. The City Council hereby authorizes the
delivery and performance of the Indenture of Trust.
Section 2. Refinancing of the 2011 Bonds. The City Council hereby authorizes and approves
the refinancing of the 2011 Bonds from the proceeds of the Refunding Bonds. Such refinancing
shall be accomplished as provided in the Indenture.
Section 3. Sale of Refunding Bonds via Public Offering or Private Placement. The City
Council hereby authorizes the sale of the Refunding Bonds through either a public offering or
private placement, the final determination to be made by an Authorized Officer; provided,
however, that the principal amount of the Refunding Bonds shall not exceed $25,000,000, the
underwriter's discount (if a public offering) shall not exceed 1.00 %, and the net present value
savings to the City shall be at least 5.00% of the outstanding principal amount of the 2011
Bonds.
If a public offering is selected by an Authorized Officer, such public offering may be
accomplished by either competitive bidding or through negotiation with an underwriter, as
determined by an Authorized Officer to be in the best interests of the City. If competitive sale is
chosen, the sale of the Refunding Bonds shall be undertaken pursuant to and in accordance with
a notice of sale to be prepared by the City's municipal advisor and approved by an Authorized
Officer. The City Council hereby delegates to each of the Authorized Officers the authority to
accept an offer from the winning bidder to purchase the Refunding Bonds from the City. In the
alternative, the City Council hereby delegates to each of the Authorized Officers authority to
enter into a negotiated sale of the Refunding Bonds pursuant to a bond purchase agreement with
an underwriter selected by an Authorized Officer.
If a private placement sale is selected by an Authorized Officer, such private placement shall be
undertaken pursuant to and in accordance with a process for the solicitation of bids from banks,
lenders and other financial institutions as directed by the City's placement agent in consultation
with the City's municipal advisor and approved by an Authorized Officer.
Section 4. Official Statement. In the event necessary for public sale, the City Council hereby
approves the Preliminary Official Statement describing the Refunding Bonds in the form on file
with the City Clerk, and authorizes each of the Authorized Officers to approve revisions to said
Preliminary Official Statement if and to the extent necessary for distribution in connection with a
public offering of the Refunding Bonds. An Authorized Officer shall execute a certificate
deeming the Preliminary Official Statement, as so revised, to be nearly final within the meaning
of Rule 15c2 -12 of the Securities Exchange Act of 1934. Distribution of the Preliminary Official
Statement by the underwriter of the Refunding Bonds to prospective purchasers of the Refunding
Bonds is hereby approved. Each of the Authorized Officers is hereby authorized and directed to
approve any changes in or additions to a final form of said Official Statement, and the execution
thereof by an Authorized Officer shall be conclusive evidence of approval of any such changes
and additions. The City Council hereby authorizes the distribution of the final Official Statement
by the underwriter. The final Official Statement shall be executed in the name and on behalf of
the City by an Authorized Officer.
Section 5. Documents in Substantially Final Form; Further Authority. The documents on
file with the City Clerk and herein approved are in substantially final form; that is, they are final
as to important business terms such as the rate covenant undertaken by the City as to the
wastewater rates the City will enact so long as the Refunding Bonds are outstanding, and parity
bond restrictions, governing limitations on future issues of bonds secured by net revenues of the
Wastewater System, but do not contain the numbers resulting from the sale of the Refunding
Bonds, which numbers will be inserted once the Refunding Bonds are sold. This resolution is
intended to be a "parameters resolution," in which the City Council approves a refunding
wastewater revenue bond issue at a not to exceed principal amount and a minimum savings
threshold, payable solely from net revenues of the Wastewater System.
Each of the Authorized Officers is authorized to purchase on behalf of the City a municipal bond
insurance policy and /or debt service reserve fund policy and to comply with the terms of such
policies. The officers of this City are hereby authorized and directed to execute all documents
and take such actions as they may deem necessary or advisable in order to carry out and perform
the purposes of this Resolution, and the execution or taking of such action shall be conclusive
evidence of such necessity or advisability.
Section 6. Engagement of Professional Services. In connection with the issuance and sale of
the Refunding Bonds, the City Council hereby authorizes Steven Golder to act as municipal
advisor to the City, the firm of Jones Hall, A Professional Law Corporation, to act as bond
counsel to the City, the firm of Norton Rose Fulbright to act as disclosure counsel to the City and
the firm of Hilltop Securities to act as placement agent to the City. Each of the Authorized
Officers is hereby authorized and directed to execute an agreement with each of the foregoing, in
the forms on file with the City Clerk.
Section 7. Official Actions. The Mayor, the City Manager, the Finance Director, the City
Attorney, the City Clerk and any and all other officers of the City are hereby authorized and
directed, for and in the name and on behalf of the City, to do any and all things and take any and
all actions, including execution and delivery of any and all assignments, certificates, requisitions,
agreements, notices, consents, instruments of conveyance, warrants and other documents, which
they, or any of them, may deem necessary or advisable in order to consummate the transactions
described herein. Whenever in this resolution any officer of the City is authorized to execute or
countersign any document or take any action, such execution, countersigning or action may be
taken on behalf of such officer by any person designated by such officer to act on his or her
behalf if such officer is absent or unavailable.
Section 8. Effective Date. This Resolution shall take effect from and after the date of its
passage and adoption.
[a
rt
rt
c�
ct
-�
0
0
0
v
'+
M
m
3
13
N
Q
'v
I
D
-�.
-0
D
o
c
(D
0'
N
N
C
3
CD
O
=
P+
H.
a
c
N
O
H
H
00
N
I-'
Ol
Ol
W
O
O
W
Ol
O
N
I�
CJl
O
O
O
Ln
O
O
O
O
I'
Fa
6
A V7 to vi
d V O N V7 V O N in V O N W
V7 O Vi O Ln O U7 O w O V1 O
O
�ia�Q J
a�
L f
✓ao
7� Q
9p o
saw "'
o o
O ap o \°
.yet, v
00
O
(9ao
C d
✓ a0
N I?
A
Laos rn
y1
✓ os
Or
d�
9
9 `r0
o
'bti 16,
da0�
✓ao
✓O
y4aom
0
2 tea,
Z.
✓1t;ol
K'aa'
a
9,60`''
t'o
0P
N
0
t0
M�
y
Oo �
C A�
� a
O �
CX
a
H
O
F�
F+
W
0
0
0.
N
'O
O
N
C6
C.
UR
W
fA
N
s
00
N
N
O
ON
O
N
N
oN
N
N�
NW
NO
A
N
N
m
N
N
V
0
�o
O
W
N
O
W
N
O
W
W
O
w
A
O
W
N
N
O
W
m
w U2
0
O
O �
� n
c o
�o a
0
o
to
0
0
W
ll�
N
N
�A
O'
V
C
C
C
N
N
0'
G
U
N
O'.
In
O
O
,A
Oa
rA
W
V
to
N
N
O
t0
O
O
O
N
4A
00
V
rP
0)
U7
O
4P
T
N N N N N N N N N N N N N N N N N N N 3 N
0 0 0 0 0 0 0 0 0 0 0 O O O O O O O O = O,
W til .Wfp W N F" O W ONO V ONl W A W N N O W OWO W 7 'G
O Oq d
a
a.
v
a
rr+
v 7
.Ze
r�
v l
a
V
to
W
I�
O
w
V
00
V
m
V
F-*
w
O
�•
Ul
O
to
In
O
Ul
Ul
0
0
0
0
0
0
0
73
O
O
O
o
O
O
o
O
O
O
o
O
O
O
O
O
o
o
o
N4�-
Ol
w
w
N
W
W
W
W
W
W
W
W
W
W
W
W
W
'3
N
.P
.p
W
W
W
O
O
O
O
O
O
O
O
O
O
O
O
O
rt
V
FA
W
w
w
O1
w
w
w
w
w
w
w
w
w
w
w
w
w
(D
N
W
N
V
N
N
O
0
0
0
0
0
0
0
0
0
0
0
0
'
N
O
O
O
O
w
V
w
w
w
Ul
U1
w
In
(n
Ul
w
w
Ul
Ln
O
O
O
O
O
O
to
O
O
O
O
O
O
O
O
O
O
O
O
O
ry+
co
O
N
7
NQ
fA
�
f0
Ul
O
<
O
F'
1�
A
`P
`P
`P
P
`F-
F--
N
N
`--'
`i-,
`l
�
N
V
O
O
O
O
O
O
W
W
W
W
W
W
`I-�
W
W
`I--`
W
`F
W
`F-�
W
W
m
N
o
0
o
N
N
O
o
0
0
0
0
0
0
0
0
0
0
�,�����o�nnY,YiY,����www
o
m
W
N
V
N
N
0
O
O
O
O
O
O
O
o
O
O
O
O
y
O
O
O
O
W
V
w
Ul
w
w
w
w
Ul
Ul
w
(n
w
w
w
O
O
O
O
O
w
o
O
O
O
O
O
O
O
O
O
O
O
O
N
W
w
w
W
W
w
p
Ol
V
Ol
-P
W
F-,
O
w
.p
w
w
n•
O
Ul
Ul
O
U'1
U'I
U'1
O
O
O
O
O
O
O
O
O
O
O
O
O
O
N
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
N
V
N
w
w
m
V
w
w
w
lD
tD
w
lO
LO
w
w
O
w
lD
M
N
M
O
W
W
.P
-P
-P
-P
4�-
-P
-P
P
-P
-P
-P
4t,
-P
C
01
V
N
I-,
Ul
6l
Ql
61
Ol
Q1
61
Ol
D7
al
Ol
Ql
Ql
`P
(
Q
w
0
0
O
0
N
0
O
0
N
w
O
O
0
o
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
m
(A
O,
O
O
O
O
O
O
O
O
O
O
O
o
o
O
O
O
O
O
O
rt
(IQ
W
O
7
Q
V
lD
CD
CD
<D
lfl
lfl
lfl
lfl
CO
O
lfl
lfl
lD
lD
CO
CD
Lfl
lD
-i
W
W
V
W
W
V
W
P
4�-
-P
-P
-P
-P
-P
-P
.P
-P
.P
P
O
Ql
N
V
N
O
lO
F-�
Ol
al
Ol
Ol
Ol
01
Ol
6l
dl
Ol
W
�P
O
N
O
N
O
O
O
O
O
O
O
O
O
o
0
0
0
O
O
O
O
O
to
O
O
O
O
O
O
O
O
O
O
O
o
O
o
O
O
O
O
O
o
O
O
O
O
o
O
O
O
O
O
O
O
W
W
W
W
W
W
W!
W
W
tN
W
W
to
D
N
N
W
N
N
W
N
tli
U7
N
117
In
U7
N
N
In
U7
U7
Ut
C
�
00
00
N
V
`D
�N
w
`D
(D
1p
lD
w
rD
W '
W
`D
tD
lD
tD
00'
0
N'0
N
O
O
O
O
O
O
O
Ln
O
O
O
O
O
O
O
O
O
O
U7
N
Ui
U7
tl7
Ul
Ln
U7
Ln
w
tJ7
tJl
U7
U7
Ln
UI
Oq
v
0
0
0`
0
O
to
O
-0
0
0
0
0
0
0
0
0
i0
O
O
(A
a
a.
v
a
rr+
v 7
.Ze
r�
v l
a
v
v
D
3
0
c
r
0
ch
c
Q
0
0-
W
0
Q
Ln
N
N
�P
(It
O
O
O
R
Z
h
C
�0
�i
H
N
P
tJ'I
N
to
O
C1
N
N
c
V)
N
LA
O
m
OO
rr v
v
C 0-
to can
V)
O
N
N
�
:3
0
N
o
p
N N
CL
m
3
(D
-h
-n
'i
v
N
N
--I
DJ
N
--h
rD
N
N
N
(D
rp
5
-0
O
3
—
3
nu
D
o 4%
:O O
1+
N M O
w
O
am
N
(D
O
Ln
T
Q
00
T
�
to
Ol
N
P
tJ'I
N
to
O
C1
N
ul
n
H
H
i
u
N
N
N
Ol
Ol
N
N
N
uj
Ln
00
h-1
to
Ol
�!
Ul
O
O
�
M
O
0)
O
Ui
Ili
N
O
N
O
ul
n
H
H
i
u
w
cn
00
O
O
Cn
n
O
°q
-n
v
v
1+
rD
m
rrD
r)
vi
O
::3
--I
LO
r
R°
C
�
2.
C�q
0-
+
V)
On
r-
n
V)
rD
N
o
`^
v
r0r
:;u
D
rrD
C
p
c
m
O
N
m
—
M
v'
D�
O
m;,o
O
o
N
rD
c
Q
(D�
N
C
Q
r+
O
O
�
i+
O
O
•
O
0
Co N N cn O O to O to O l0 m
CD Cn w 0 0 0 0 0 0 0 Ol W
rD
tD
m
d
r+
m
a.
'n
M
m
h
0
0
Q
V
Iy
OFFICIAL NOTICE OF SALE Attachment 3
$22,340,000*
CITY OF PETALUMA, CALIFORNIA
2017 WASTEWATER REVENUE REFUNDING BONDS
(Book- Entry -Only)
NOTICE IS HEREBY GIVEN that electronic bids will be received via PARITY° for the purchase
of $22,340,000* City of Petaluma Wastewater Revenue Refunding Bonds. Bids will be
accepted in accordance with this Notice as follows; late bids will not be accepted:
Date of Bid: Wednesday, May 24, 2017
Time of Bid: 8:00 am California Time
Electronic Bids are to be submitted via PARITY® at www.newissuehome.i- deal.com.
To the extent any instructions set forth in PARITY° conflict with this Notice, the terms of
this Notice shall control. For further information bidders may contact PARITY® at (212) 849-
2021.
For further information about the Bonds, potential bidders may contact the Financial
Advisor, Steven Gortler either by phone at (415) 298 -3319 or by email at
steven.gortler @att.net.
The Preliminary Official Statement for the Bonds is available at www.i- DealProspectus.com.
Each bidder must review the Preliminary Official Statement prior to bidding for the Bonds.
This Official Notice of Sale contains certain information for quick reference only, is not a
summary of the issue and governs only the terms of the sale of, bidding for and closing
procedures with respect to the Bonds. Bidders must read the Preliminary Official
Statement in its entirety to obtain information essential to making an informed investment
decision.
Issue
The Bonds will be dated the date of delivery, which is expected to be June 7, 2017.
The Bonds will be issued in denominations of $5,000 each or in an integral multiple thereof.
* Preliminary, subject to change.
6
Principal Amounts*
Bond principal shall be payable on May 1 of each year, as follows:
Maturity Due
Principal
May 1
Amount
2030
3,035,000
2031
3,185,000
2032
3,345,000
2033
3,480,000
2034
3,615,000
2035
3,765,000
2036
1,670,000
Adjustment of Principal Amounts Not to Exceed 10%
Following the bid award, the City reserves the right to adjust the principal amount of each
Bond maturity in $5,000 increments. In no event shall such adjustment cause the principal
amount of any Bond maturity to change by more than 10 %. Such adjustment shall be
made within four hours of the bid award. In the event of any such adjustment, no rebidding
or recalculation of bids will be required or permitted, the winning bid may not be
withdrawn, and the successful bidder will not be permitted to change its bid price or the
interest rate(s) in its bid. The City shall not be responsible for the effect of any such
adjustment on the compensation to the winning bidder but will use its best efforts to
maintain a proportionate level of compensation to the winning bidder. Bidders are advised
to consider such a possible change in principal amount when determining their production
on each Bond maturity.
Interest Rates
Each Bond shall bear interest at a fixed coupon rate, calculated on a 30/360 basis. No Bond
may have an interest rate exceeding 6% per annum. Interest on the Bonds is payable semi-
annually on November 1 and May 1, commencing November 1, 2017.
. Preliminary, subject to change.
l(a
Bidders may specify any number of separate interest rates, and any rate may be repeated
as often as desired; provided, however, that
(i) each interest rate specified must be in a multiple of 1/20 of 1% or 1/8 of 1 %;
(ii) a zero rate of interest cannot be specified;
(iii) each Bond shall bear interest from its dated date to its stated maturity date at
the interest rate specified in the bid;
(iv) all Bonds of the same maturity date shall bear the same rate of interest, with the
exception of split coupons, which is allowed; and
(v) no bid will be accepted which provides for the cancellation and surrender of any
interest payment or for the waiver of interest or other concession by the bidder
as a substitute for payment in full of the purchase price of the Bond or Bonds.
Redemption*
Optional Redemption: Bond maturing on or before May 1, 2027 are not subject to optional
redemption prior to their respective stated maturity dates.
Bonds maturing after May 1, 2027 are subject to redemption at the option of the City on
any date prior to their respective maturity dates, as a whole or in part, among maturities on
such basis as is designated by the City and, absent any such designation, pro rata among
maturities and by lot within a maturity, from any source of legally available funds, on any
date on or after May 1, 2027 at a redemption price equal to the principal amount of Bonds
to be redeemed, plus accrued interest to the date of redemption, without premium.
Mandatory Sinking Fund Redemption: Bidders may specify that one or more maturities of
the Bonds shall consist of term bonds subject to mandatory sinking fund redemption on
August 1 in consecutive years immediately preceding the maturity thereof. Term bonds
shall be payable at a redemption price equal to the principal amount thereof plus accrued
interest thereon to the date of redemption, without premium.
Notice of redemption shall be provided as set forth in the Preliminary Official Statement.
* Preliminary, subject to change.
1-7
Book -Entry Form Only
The Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust
Company, New York, New York ( "DTC "). DTC will act as securities depository of the Bonds.
Individual purchases will be made in book -entry form only, in denominations of $5,000 and
integral multiples thereof. Purchasers will not receive certificates representing their
interest in the Bonds. Principal and interest are payable in lawful money of the United
States of America and will be paid to DTC which will remit such amounts to the beneficial
owners of the Bonds through DTC's Participants, as described in the Preliminary Official
Statement.
Authority for Issuance; Purpose
The City will issue the Bonds pursuant to a Paying Agent Agreement by and between The
Bank of New York Mellon Trust Company, N.A. as paying agent, and the City. Bond
proceeds together with other available moneys will be used as follows:
(i) To refund on an advance basis, all outstanding City of Petaluma 2011
Wastewater Revenue Refunding Bonds, currently outstanding in the aggregate
principal amount of $22,465,000; and
(ii) To pay costs of issuance.
Security for the Bonds
The Bonds are secured by a senior lien on Net Revenues of the Wastewater Enterprise, as
more fully described in the Preliminary Official Statement.
CUSIP Numbers; Other Fees
CUSIP numbers will be obtained and paid for by the purchaser of the Bonds. Any delay,
error or omission with respect thereto will not constitute cause for the purchaser to refuse
to accept delivery of and pay for the Bonds. The successful bidder shall also be required to
pay all fees required by The Depository Trust Company, Municipal Securities Rulemaking
Board, and any other similar entity imposing a fee in connection with the issuance of the
Bonds.
I g�
Legal Opinion; Tax - Exempt Status
Bond Counsel, Jones Hall, A Professional Law Corporation, San Francisco will furnish the
winning bidder with a legal opinion approving the validity of the Bonds, and stating that
interest on the Bonds is exempt from California personal income taxes and is excluded from
the gross income of the owners thereof for federal income tax purposes and is not an item
of tax preference for purposes of computing the alternative minimum income tax.
Initial Offering Prices; Certificate of Initial Purchaser
As soon as the bid is awarded, the winning bidder shall provide initial offering prices for
each maturity of the Bonds. Prior to delivery of the Bonds, the winning bidder shall submit
a Reoffering Price Certificate in substantially the same form as attached hereto as Exhibit A,
with such modifications as may be acceptable to Bond Counsel.
California Debt and Investment Advisory Commission (CDIAC)
The winning bidder is required to pay any fees owing to the California Debt and Investment
Advisory Commission ( "CDIAC'). CDIAC will invoice the winning bidder after closing.
No Litigation; Tax Certificate
Prior to delivery of the Bonds, the City shall deliver a certificate stating that no litigation is
pending affecting the issuance and sale of the Bonds. The City shall also deliver a tax
certificate attesting to its reasonable expectations and undertaking certain covenants
concerning the Bonds and the use and investment of Bond proceeds.
Preliminary Official Statement and Final Official Statement
The Preliminary Official Statement for the Bonds is available at www.i- DealProspectus.com.
Such Preliminary Official Statement, together with any supplements thereto, shall be
"deemed final" by the City for the purposes of SEC Rule 15c2 - 12(b)(1), but shall be subject
to revision, amendment and completion in a final official statement. At closing, the City
shall deliver a certificate to the effect that the facts contained in the Official Statement
relating to the Bonds are true and correct in all material respects, and that the Official
Statement does not contain any untrue statements of a material fact or omit to state a
19
material fact necessary to make the statement therein, in light of the circumstances under
which they were made, not misleading.
O
Within seven business days after the award of the bid, the City shall provide the winning
bidder with up to 25 hard copies of the final Official Statement at no charge. The winning
bidder should promptly notify the City if additional hard copies are needed.
By submitting a bid for the Bonds, the winning bidder agrees (1) to disseminate to all
members of the underwriting syndicate copies of the final Official Statement, including any
supplements prepared by the City, (2) to promptly file a copy of the final Official Statement,
including any supplements, with the MSRB through its EMMA System, and (3) to take any
and all other actions necessary to comply with applicable SEC and MSRB rules governing the
offering, sale and delivery of the Bonds to ultimate purchasers.
Continuing Disclosure
To assist bidders in complying with Rule 15c2- 12(b)(5) promulgated under the Securities
Exchange Act of 1934, the City will undertake in a Continuing Disclosure Certificate to
provide certain annual financial information and Notice of the occurrence of certain
material events. A description of this undertaking and a form of the Continuing Disclosure
Certificate is included in the Preliminary Official Statement.
Rating
Standard & Poor's Ratings Services ( "S &P ") has assigned a rating of 'AA -' to the Bonds, as
shown on the cover of the Preliminary Official Statement. Such rating reflects only the
views of S &P. An explanation of the significance of the rating may be obtained from S &P at
55 Water Street, New York, New York 10041, (212) 438 -2000. The City can provide no
assurance that the rating will continue for any given time period or that it will not be
revised or withdrawn by S &P if, in its judgment, circumstances so warrant. Any revision or
withdrawal of the rating may have an adverse effect on the market price of the Bonds.
Basis of Award
The Bonds will be awarded to the bidder whose bid produces the lowest true interest cost.
The true interest cost will be that rate which, when used to compute the present value of
principal and interest to be paid on all Bonds from the date of delivery to their respective
maturity dates, or mandatory sinking fund redemption dates, produces an amount equal to
the purchase price (including any premium) specified in such bid. The true interest cost
shall be calculated by the use of a semi - annual interval of compounding interest based on
the Interest Payment Dates for the Bonds. In the event of a tie, the winning bid will be
2-I
determined by the toss of a coin by the City among the bidders whose bids produced the
tie.
■
All or None Bid
Bidders must submit a bid to purchase all, and not less than all, of the Bonds.
►1 � �� , u al[Tf�
The total amount of any original issue discount specified in any bid may not exceed 2% of
the aggregate principal amount of the bonds.
Form of Bid; Delivery and Payment
All bids for the Bonds must be unconditional and for not less than all of the Bonds. Each bid
must be in accordance with the terms and conditions set forth herein. Bids will only be
accepted via PARITY ®. To the extent any instructions or directions set forth in PARITY®
conflict with this Notice, the terms of this Notice shall control. Delivery of the Bonds will be
made to the Purchaser on or about June 7, 2017. Payment of the purchase price (less the
Good Faith Deposit) must be made in funds immediately available to the City.
Warning Regarding Electronic Bids
THE CITY WILL ACCEPT BIDS IN ELECTRONIC FORM SOLELY THROUGH PARITY ON THE
OFFICIAL BID FORM CREATED FOR THAT PURPOSE. EACH BIDDER SUBMITTING AN
ELECTRONIC BID UNDERSTANDS AND AGREES THAT BY DOING SO IT IS SOLELY RESPONSIBLE
FOR ALL ARRANGEMENTS WITH PARITY, THAT THE CITY NEITHER ENDORSES NOR
EXPLICITLY ENCOURAGES THE USE OF PARITY, AND THAT PARITY IS NOT ACTING AS AN
AGENT OF THE CITY. INSTRUCTIONS AND FORMS FOR SUBMITTING ELECTRONIC BIDS
MUST BE OBTAINED FROM PARITY, AND THE CITY ASSUMES NO RESPONSIBILITY FOR
ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF PARITY. THE
CITY SHALL ASSUME THAT ANY BID RECEIVED THROUGH PARITY HAS BEEN MADE BY A DULY
AUTHORIZED AGENT OF THE BIDDER.
THE CITY WILL MAKE ITS BEST EFFORTS TO ACCOMMODATE ELECTRONIC BIDS; HOWEVER
THE CITY, THE FINANCIAL ADVISOR AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR
ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR THE FAILURE OF
ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT
OF BIDS. THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE CITY AT
THE PLACE OF BID OPENING, AND THE CITY SHALL NOT BE REQUIRED TO ACCEPT THE TIME
KEPT BY PARITY AS THE OFFICIAL TIME.
Estimated True Interest Cost
Bidders are asked to provide a calculation of the true interest cost of the Bonds on the basis
of their respective bids, which shall be considered as informative only and not binding on
either the bidder or the City. The true interest cost specified in any bid will be that rate
which, when used in computing the present value of all payments of principal and interest
to be paid on all Bonds from the Closing Date (June 7, 2017) to their respective maturity
dates or mandatory sinking fund redemption dates, produces an amount equal to the
purchase price (including any premium) specified in such bid.
Good Faith Deposit ($100,000)
The winning bidder is required to submit a Good Faith Deposit within 24 -hours after
acceptance of its bid. The Good Faith Deposit shall equal $100,000.
The Good Faith Deposit must be made in good funds by wire transfer to:
Bank: The Bank of New York Mellon
ABA:
Account:
Reference:
Attention:
If the Good Faith Deposit is not received by the designated time, the underlying bid may be
disqualified at the option of the City.
No interest will be paid on the Good Faith Deposit. The proceeds of the Good Faith Deposit
will be applied to the purchase price of the Bonds, or in the event of the failure of the
winning bidder to pay for the Bonds in compliance with the terms of the bid, at the option
of the City, its Good Faith Deposit may be retained as liquidated damages, as partial
payment of actual damages or as security for any other remedy available to the City.
Underwriting Group
The winning bidder will be required to submit a list of all syndicate members within 24
hours after receiving a verbal award.
A
No Municipal Bond Insurance
The Bonds will not be insured pursuant to any policy of municipal bond insurance.
Additional Information
Copies of the Indenture, this Official Notice of Sale and the Preliminary Official Statement
will be furnished to any potential bidder upon request made to the Financial Advisor.
Right to Modify or Amend
The City reserves the right to modify or amend this Notice, including but not limited to the
right to adjust and change the aggregate principal amount of the Bonds being offered.
Notification of any such modifications or amendments shall be made not less than 24 -hours
prior to the time of bid opening, and shall be communicated through Thomson Municipal
News and by telephone to any qualified bidder timely requesting such notice.
Right to Reject Bids and /or Waive Irregularities
The City reserves the right, in its sole discretion, to reject any and all bids and, to the extent
permitted by law, to waive any irregularity or informality in any bid.
Right to Cancel, Postpone, or Reschedule Sale
The City reserves the right to cancel, postpone or reschedule the Bond sale upon notice
given through the Bloomberg News Service, Thompson Municipal Market Monitor
(www.tm3.com) or The Bond Buyer not less than 18 hours prior to the time bids are due.
Telephone notice of any postponement will be given to any bidder requesting such notice
from the Financial Advisor.
Dated: May 15, 2017
ME
CITY OF PETALUMA
Director of Finance
Norton Rose Fulbright US LLP — Draft 4/18/17 Attachment 4
NEW ISSUE -FULL BOOK -ENTRY RATING: S &P: " "
(See "Rating" herein)
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel,
subject, however to certain qualifications described herein, under existing law, the interest on the 2017 Bonds is excluded
from gross income for federal income tax purposes, and such interest is not an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the
alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain
income and earnings. In the further opinion of Bond Counsel, such interest is exempt from California personal income
taxes. See "TAX MATTERS. "
CITY OF PETALUMA
2017 WASTEWATER REVENUE REFUNDING BONDS
Dated: Date of Delivery Due: May 1, as shown below
The $ City of Petaluma 2017 Wastewater Revenue Refunding Bonds (the "2017 Bonds ") are being
issued by the City to (i) refund on an advance basis all of the City of Petaluma 2011 Wastewater Revenue Refunding
Bonds, currently outstanding in the principal amount of $22,465,000 (the "Refunded Bonds ") and (ii) pay the costs of
issuing the 2017 Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" and "PLAN OF REFUNDING."
The 2017 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of
The Depository Trust Company, New York, New York ( "DTC "), and will be available to ultimate purchasers in the
denomination of $5,000 or any integral multiple thereof, under the book -entry system maintained by DTC. Ultimate
purchasers of 2017 Bonds will not receive physical certificates representing their interest in the 2017 Bonds. So long as
the 2017 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the owners shall mean
Cede & Co., and shall not mean the ultimate purchasers of the 2017 Bonds. Interest on the 2017 Bonds will be payable
on May 1 and November 1 of each year, commencing November 1, 2017. Payments of the principal of, premium, if any,
and interest on the 2017 Bonds will be made directly to DTC, or its nominee, Cede & Co., by The Bank of New York
Mellon Trust Company, N.A., as trustee (the "Trustee "), so long as DTC or Cede & Co. is the registered owner of the
2017 Bonds. Disbursements of such payments to DTC's Participants is the responsibility of DTC and disbursements of
such payments to the Beneficial Owners is the responsibility of DTC's Participants and Indirect Participants, as more
fully described herein. See APPENDIX D — `BOOK -ENTRY SYSTEM."
The 2017 Bonds are subject to redemption prior to maturity as described herein. See "THE 2017 BONDS —
Redemption."
The 2017 Bonds are special obligations of the City and are payable exclusively from Net Revenues
(defined herein) of the Wastewater System (defined herein) and from amounts on deposit in certain funds and
accounts established under the Indenture. The 2017 Bonds are not a debt, liability or obligation of the State of
California (the "State ") or any of its political subdivisions other than the City. See "SECURITY AND SOURCES
OF PAYMENT FOR THE 2017 BONDS."
This cover page contains information for quick reference only. It is not intended to be a summary of all
factors relating to an investment in the 2017 Bonds. Investors must read the entire Official Statement before
making any investment decision.
BIDS FOR THE PURCHASE OF THE 2017 BONDS WILL BE RECEIVED BY THE CITY
UNTIL _:_ A.M., CALIFORNIA TIME ON MAY _, 2017
UNLESS POSTPONED OR CANCELLED AS SET FORTH IN THE OFFICIAL NOTICE INVITING BIDS.
The 2017 Bonds are offered when, as and if issued and accepted by the Underwriter subject to the approval, as to
their validity, of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, and certain other
conditions. Certain legal matters will be passed upon for the City by the City Attorney and by Norton Rose Fulbright US
LLP, as Disclosure Counsel. It is expected that the 2017 Bonds will be available for delivery in book -entry form through
the facilities of DTC on or about June , 2017.
Dated: , 2017
Preliminary, subject to change.
23157181.4
2�
Maturity Date
(May 1)
CITY OF PETALUMA
2017 WASTEWATER REVENUE REFUNDING BONDS
Principal Interest
Amount . Rate Yield
Term Bonds due May 1, 20_, Priced to Yield
Price
% CUSIPt:
CUSIPfi
(Base No. )
CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP
Global Services, managed by Standard & Poor's Financial Services LLC on behalf of The American Bankers
Association. This data is not intended to create a database and does not serve in any way as a substitute for the
CUSIP Services. CUSIP numbers have been assigned by an independent company not affiliated with the City and
are included solely for the convenience of investors. Neither the City nor the Municipal Advisor is responsible for
the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or
as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the
Bonds as a result of various subsequent actions including, but not limited to, refunding in whole or in part or as a
result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is
applicable to all or a portion of certain maturities of the Bonds.
23157181.4
No dealer, broker, salesperson or other person has been authorized by the City, the
Municipal Advisor or the Underwriter to give any information or to make any representations
other than those contained herein and, if given or made, such other information or representation
must not be relied upon as having been authorized by any of the foregoing. This Official
Statement is not to be construed as a contract with the purchasers of the 2017 Bonds. Statements
contained in this Official Statement which involve estimates, forecasts or matters of opinion,
whether or not expressly so described herein, are intended solely as such and are not to be
construed as representations of fact. This Official Statement is submitted in connection with the
sale of the 2017 Bonds referred to herein and may not be reproduced or used, in whole or in part,
for any other purpose.
The information set forth herein has been obtained from official sources which are
believed to be reliable. The information and expressions of opinion herein are subject to change
without notice and neither delivery of this Official Statement nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in the affairs of
the City since the date hereof. All summaries of the Indenture and other documents referred to in
this Official Statement, are made subject to the provisions of such documents, respectively, and
do not purport to be complete statements of any or all of such provisions.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY
OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE 2017 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
This Official Statement, including any supplement or amendment hereto, is intended to
be deposited with the Municipal Securities Rulemaking Board through the Electronic Municipal
Marketplace Access ( "EMMA ") website.
The City maintains a website. However, the information presented therein is not part of
this Official Statement and should not be relied upon in making investment decisions with
respect to the 2017 Bonds.
23157181.4
FORWARD - LOOKING STATEMENTS
This Official Statement contains certain "forward- looking statements" concerning the
Wastewater System and the operations, performance and financial condition of the City,
including their future economic performance, plans and objectives and the likelihood of success
in developing and expanding. These statements are based upon a number of assumptions and
estimates which are subject to significant uncertainties, many of which are beyond the control of
the City. The words "may," "would," "could," "will," "expect," "anticipate," "believe,"
"intend," "plan," "estimate" and similar expressions are meant to identify these forward - looking
statements. Results may differ materially from those expressed or implied by these forward -
looking statements.
23157181.4
1
CITY OF PETALUMA
David Glass - Mayor
Teresa Barrett - Vice Mayor, Council Member
Chris Albertson - Council Member
Dave King - Council Member
Mike Healy - Council Member
Gabe Kearney - Council Member
Kathy Miller - Council Member
CITY OFFICIALS
John C. Brown, City Manager
Scott Brodhun, Assistant City Manager
Eric W. Danly, City Attorney
Claire Cooper, CMC, City Clerk
Bill Mushallo, Director of Finance
Dan St. John, F.ASCE, Director, Public Works and Utilities
SPECIAL SERVICES
Municipal Advisor
Steven Gortler
San Francisco, California
Bond Counsel Disclosure Counsel
Jones Hall, A Professional Law Corporation Norton Rose Fulbright US LLP
San Francisco, California Los Angeles, California
Trustee
The Bank of New York Mellon Trust Company, N.A.
San Francisco, California
Dissemination Agent
Willdan Financial Services
Temecula, California
23157181.4
Verification Agent
Causey Demgen & Moore P.C.
Denver, Colorado
(THIS PAGE INTENTIONALLY LEFT BLANK)
23157181.4 /
l
TABLE OF CONTENTS
Page
INTRODUCTION.......................................................................................... ............................... 1
General................................................................................................ ............................... 1
Authority for Issuance and Application of Proceeds .......................... ............................... 1
TheCity .............................................................................................. ............................... 1
The2017 Bonds .................................................................................. ............................... 2
Security for the 2017 Bonds ............................................................... ............................... 2
NoReserve Fund ................................................................................. ............................... 2
SpecialObligations ............................................................................. ............................... 2
FurtherInforination ............................................................................. ............................... 2
THE2017 BONDS ......................................................................................... ............................... 3
General................................................................................................ ............................... 3
Redemption......................................................................................... ............................... 3
DEBT SERVICE REQUIREMENTS ............................................................. ............................... 5
ESTIMATED SOURCES AND USES OF FUNDS ...................................... ............................... 6
PLANOF REFUNDING ................................................................................ ............................... 6
SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS ..... ............................... 7
Pledgeof Net Revenues ...................................................................... ............................... 7
SpecialObligation ............................................................................... ............................... 8
NoReserve Fund ................................................................................. ............................... 8
Wastewater Fund; Flow of Funds under Indenture ............................. ............................... 8
RateStabilization Fund ....................................................................... ............................... 9
Rate Covenant; Collection of Rates and Charges ............................. ...............................
10
Insurance; Net Proceeds .................................................................... ...............................
10
ParityDebt ........................................................................................ ...............................
11
StateLoans ........................................................................................ ...............................
12
No Senior Obligations; Subordinate Obligations ............................. ...............................
12
THECITY .................................................................................................... ............................... 12
General.............................................................................................. ............................... 12
CityCouncil ...................................................................................... ............................... 12
CityStaff ............................................................................................ ............................... 13
Retirement Systems; OPEB .............................................................. ............................... 13
THEWASTEWATER SYSTEM ................................................................. ............................... 16
General.............................................................................................. ............................... 16
Management...................................................................................... ............................... 16
Wastewater System Facilities ........................................................... ............................... 17
StormDrains ..................................................................................... ............................... 19
RecycledWater ................................................................................. ............................... 19
General Regulatory Requirements .................................................... ............................... 20
23157181.4
1
TABLE OF CONTENTS
(continued)
Page
Anticipated Capital Improvements ................................................... ............................... 21
REVENUES AND DEBT SERVICE COVERAGE .................................... ............................... 21
Historical Wastewater Rates and Charges ........................................ ............................... 21
Historical Connections and Service Charges .................................... ............................... 24
Ten Largest Wastewater System Customers ..................................... ............................... 25
Revenue by Customer Type .............................................................. ....................:.......... 26
Source: The City of Petaluma .......................................................... ............................... 26
Billing Collection History ................................................................. ............................... 26
Comparative Single - Family Residential Wastewater and Water Service Charges ......... 27
Wastewater System Summary Financial Information ...................... ............................... 28
RISKFACTORS .......................................................................................... ............................... 31
WastewaterSystem Demand ............................................................ ............................... 31
Wastewater System Expenses ........................................................... ............................... 31
RegulatoryRequirements .................................................................. ............................... 31
NaturalDisasters ............................................................................... ............................... 31
Limited Recourse on Default ............................................................ ............................... 32
Proposition218 ................................................................................. ............................... 32
Limitations on Remedies .................................................................. ............................... 34
Constitutional Limitations on Appropriations and Fees ................... ............................... 34
FutureInitiatives ............................................................................... ............................... 35
CONTINUING DISCLOSURE .................................................................... ............................... 35
LEGALOPINIONS ...................................................................................... ............................... 35
TAXMATTERS ........................................................................................... ............................... 36
NOLITIGATION ......................................................................................... ............................... 37
RATINGS..:.................................................................................................. ............................... 37
MUNICIPALADVISOR .............................................................................. ............................... 37
UNDERWRITING....................................................................................... ............................... 37
VERIFICATION OF MATHEMATICAL COMPUTATIONS ................... ...............................
38
MISCELLANEOUS..................................................................................... ...............................
38
APPENDIX A THE CITY OF PETALUMA ....................................... ...............................
A -1
APPENDIX B AUDITED FINANCIAL STATEMENTS OF THE CITY OF
PETALUMA AS OF JUNE 30, 2016 ........................... ...............................
B -1
APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE ........
C -1
APPENDIX D BOOK ENTRY SYSTEM ............................................ ...............................
D -1
APPENDIX E FORM OF BOND COUNSEL OPINION ........................ ............................E
-1
APPENDIX F FORM OF CONTINUING DISCLOSURE CERTIFICATE ......................F
-1
23157181.4 ii
OFFICIAL STATEMENT
CITY OF PETALUMA
2017 WASTEWATER REVENUE REFUNDING BONDS
INTRODUCTION
General
This Official Statement, including the cover page and appendices hereto, sets forth
certain information in connection with the sale of $ City of Petaluma 2017 Wastewater
Revenue Refunding Bonds (the "2017 Bonds ") that are being issued by the City of Petaluma,
California (the "City "). This introduction is not a summary of this Official Statement. It is only a
brief description of and guide to, and is qualified by, more complete and detailed information
contained in the entire Official Statement, including the cover page and appendices hereto, and
the documents described herein.
Authority for Issuance and Application of Proceeds
The 2017 Bonds are being issued under the provisions of Articles 10 and 11 of Part 1 of
Division 2 of Title 5 of the California Government Code (the "Bond Law ") and an Indenture of
Trust, dated as of , 2017 (the "Indenture "), between the City and The Bank of New
York Mellon Trust Company, N.A., as trustee (the "Trustee "). The 2017 Bonds are being issued
to (i) refund on an advance basis all of the City's 2011 Wastewater Revenue Refunding Bonds,
currently outstanding in the principal amount of $22,465,000 (the "Refunded Bonds ") and (ii)
pay the costs of issuing the 2017 Bonds. See "ESTIMATED SOURCES AND USES OF
FUNDS" and "PLAN OF REFUNDING." All capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in APPENDIX C — "SUMMARY OF
CERTAIN PROVISIONS OF THE INDENTURE" or, if not defined therein, shall have the
meanings assigned to such terms in the Indenture.
The City
The City is located in the County of Sonoma (the "County ") approximately 40 miles
north of the City of San Francisco. Situated along Highway 101, Petaluma is part of the San
Francisco Bay metropolitan area. Incorporated in 1858, its first charter was granted by the State
of California (the "State ") in 1947, and it continues to operate as a charter city. For additional
information regarding the City, see "THE CITY" and APPENDIX A — "THE CITY OF
PETALUMA."
* Preliminary, subject to change.
23157181.4
1
3q
The 2017 Bonds
The 2017 Bonds will be dated their date of issuance and delivery, will bear interest at the
rates per annum set forth on the inside cover page hereof payable semiannually on May 1 and
November 1, commencing November 1, 2017 (each, an "Interest Payment Date "), and will
mature on the dates and in the amounts set forth on the inside cover page hereof. The 2017
Bonds will be delivered as fully registered bonds, registered in the name of Cede & Co. as
nominee of The Depository Trust Company, New York, New York ( "DTC "), and will be
available to ultimate purchasers (`Beneficial Owners ") in the denomination of $5,000 or any
integral multiple thereof, under the book -entry system maintained by DTC. Beneficial Owners
will not be entitled to receive delivery of bonds representing their ownership interest in the 2017
Bonds. See "THE 2017 BONDS."
The 2017 Bonds are subject to redemption prior to maturity as described herein. See
"THE 2017 BONDS — Redemption."
Security for the 2017 Bonds
The 2017 Bonds are secured by a pledge of and payable from Net Revenues (as defined
herein) on a parity with the City's obligations under an Interagency Sales Agreement (No. 05-
803- 550 -0, as amended), dated August 25, 2006 with the State of California Water Resources
Control Board (the "SRF Loan "). Under the terms of the SRF Loan, the City was authorized to
borrow up to $125,964,254 at an interest rate of 2.40 %, payable in 20 equal annual installments
commencing 12 months after project completion. See "SECURITY AND SOURCES OF
PAYMENT FOR THE 2017 BONDS — Parity Debt — Existing Parity Debt."
No Reserve Fund
The City is not funding a reserve fund for the 2017 Bonds.
Special Obligations
The 2017 Bonds are special obligations of the City, payable exclusively from Net
Revenues (defined herein) of the Wastewater System (defined herein) of the City and from
amounts on deposit in certain funds and accounts established under the Indenture. See
"SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS." The 2017 Bonds are
not a debt, liability or obligation of the State or any of its political subdivisions other than the
City.
Further Information
The summaries and references of the Indenture and other documents, statutes, reports
and other instruments referred to herein do not purport to be complete, comprehensive or
definitive, and each such summary and reference is qualified in its entirety by reference to the
Indenture and 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 it in such
agreement or document. See APPENDIX C — "SUMMARY OF CERTAIN PROVISIONS OF
THE INDENTURE" for summaries of certain of such definitions.
23157181.4
2
J/
THE 2017 BONDS
General
The 2017 Bonds will be dated their date of issuance and delivery, will bear interest at the
rates per annum set forth on the inside cover page hereof payable on each Interest Payment Date
and will mature on the dates and in the amounts set forth on the inside cover page hereof. The
2017 Bonds will be issued in denominations of $5,000 or any integral multiple thereof, so long
as no 2017 Bond may have more than one maturity date. The 2017 Bonds will be issued only as
one fully registered 2017 Bond for each maturity, in the name of Cede & Co., as nominee for
DTC, as registered owner of all 2017 Bonds. See APPENDIX D — "BOOK ENTRY SYSTEM."
Ownership may be changed only upon the registration books maintained by the Trustee as
provided in the Indenture.
Interest on the 2017 Bonds is payable from the Interest Payment Date next preceding the
date of authentication thereof unless:
(a) a 2017 Bond is authenticated between an Interest Payment Date and the
15th calendar day of the month immediately preceding such Interest Payment Date (each,
a "Record Date "), in which event it will bear interest from such Interest Payment Date,
(b) a 2017 Bond is authenticated on or before the first Record Date, in which
event interest thereon will be payable from the date of original delivery of the 2017
Bonds, or
(c) interest on any 2017 Bond is in default as of the date of authentication
thereof, in which event interest thereon will be payable from the date to which interest
has been paid in full, payable on each Interest Payment Date.
Interest on the 2017 Bonds (including the final interest payment upon maturity or
redemption) is payable when due by check or draft of the Trustee mailed to the Owner thereof at
such Owner's address as it appears on the Registration Books at the close of business on the
preceding Record Date; provided that at the written request of the Owner of at least $1,000,000
aggregate principal amount of 2017 Bonds, which written request is on file with the Trustee as of
any Record Date, interest on such 2017 Bonds will be paid on the succeeding Interest Payment
Date to such account in the United States as specified in such written request.
Redemption"
Optional Redemption. The 2017 Bonds maturing on or before May 1, 20_ are not
subject to redemption prior to their respective stated maturities. The 2017 Bonds maturing on or
after May 1, 20 are subject to redemption prior to their respective stated maturity dates, at the
option of the City, from any source of available funds, in whole or in part, on any date on or after
May 1, 20_, at a redemption price equal to the principal amount to be redeemed, plus accrued
interest to the date fixed for redemption, without premium.
* Preliminary, subject to change.
23157181.4
3 �
Notice of Redemption. Unless waived by any Owner of 2017 Bonds to be redeemed,
notice of any redemption of 2017 Bonds will be given, at the expense of the City, by the Trustee,
by mailing a copy of a redemption notice by first class mail at least 30 days and not more than 60
days prior to the date fixed for redemption to the Owner of the 2017 Bond or 2017 Bonds to be
redeemed at the address shown on the Bond Registration Books; provided, that neither the failure
to receive such notice nor any immaterial defect in any notice shall affect the sufficiency of the
proceedings for the redemption of the 2017 Bonds.
All notices of redemption will be dated and will state: (i) the redemption date, (ii) the
redemption price of the 2017 Bonds being redeemed (the "Redemption Price "), (iii) if fewer than
all Outstanding 2017 Bonds are to be redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the 2017 Bonds to be redeemed, (iv) that on the
redemption date the Redemption Price will become due and payable with respect to each such
2017 Bond or portion thereof called for redemption, and that interest with respect thereto shall
cease to accrue from and after said date, and (v) the place or places where such 2017 Bonds are
to be surrendered for payment of the Redemption Price, which places of payment may include
the Office of the Trustee.
Rescission of Notice of Redemption. The City has the right to rescind any notice of the
optional redemption of 2017 Bonds by written notice to the Trustee on or prior to the date fixed
for redemption. Any notice of optional redemption will be cancelled and annulled if for any
reason funds will not be or are not available on the date fixed for redemption for the payment in
full of the 2017 Bonds then called for redemption, and such cancellation will not constitute an
Event of Default under the Indenture. The City and the Trustee have no liability to the 2017
Bond Owners or any other party related to or arising from such rescission of notice of
redemption. The Trustee will mail notice of such rescission of notice of redemption in the same
manner as the original notice of redemption was sent.
Consequences of Notice. Notice of redemption having been given as required by the
Indenture, the 2017 Bonds or portions of 2017 Bonds so to be redeemed will, on the redemption
date, become due and payable at the Redemption Price, and from and after such date (unless the
City defaults in the payment of the Redemption Price) such 2017 Bonds or portions of 2017
Bonds will cease to have interest accrue thereon. Upon surrender of 2017 Bonds for redemption
in accordance with a redemption notice, the 2017 Bonds will be paid by the Trustee at the
Redemption Price. Installments of interest due on or prior to the redemption date will be payable
as provided in the Indenture. Upon surrender for any partial redemption of any 2017 Bond, there
will be prepared for the Owner a new 2017 Bond or 2017 Bonds of the same maturity in the
amount of the unredeemed principal. All 2017 Bonds which have been redeemed will be
cancelled and destroyed by the Trustee and will not be redelivered.
Partial Redemption of 2017 Bonds. In the event only a portion of any 2017 Bond is
called for redemption, then upon surrender of such 2017 Bond redeemed in part only, the City
will execute and the Trustee will authenticate and deliver to the Owner, at the expense of the
City, a new 2017 Bond or 2017 Bonds, of the same series and maturity, of authorized
denominations in aggregate principal amount equal to the unredeemed portion of the 2017 Bond
or 2017 Bonds.
23157181.4
4
Manner of Redemption. Whenever any 2017 Bonds are to be selected for redemption,
the Trustee will determine, by lot, the numbers of the 2017 Bonds to be redeemed, and will
notify the City of its determination.
Purchase of 2017 Bonds in lieu of Redemption. In lieu of any mandatory sinking fund
redemption of any 2017 Bonds, amounts on deposit in the Redemption Account may also be
used and withdrawn by the City at any time for the purchase of such 2017 Bonds at public or
private sale as and when and at such prices (including brokerage and other charges and including
accrued interest) as the City may in its discretion determine. The par amount of any of such 2017
Bonds so purchased by the City in any twelve -month period ending on March 1 in any year will
be credited towards and shall reduce the par amount of such 2017 Bonds required to be redeemed
on the next succeeding May 1.
DEBT SERVICE REQUIREMENTS
The amounts required to be set aside each fiscal year ending June 30 for principal of and
interest on the 2017 Bonds and the parity SIR Loan are set forth below. The following table
assumes a full refunding and defeasance of the Refunded Bonds. See "PLAN OF
REFUNDING."
Fiscal Year SRF Loan 2017 Bonds
Ending
June 30 Principal Interest Principal Interest Total
2018 $ $ $ $ $ $
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
Total $ $ $ $ $ $
23157181.4
5
Grand
Total
�6
Bonds.
ESTIMATED SOURCES AND USES OF FUNDS
The following sets forth the estimated sources and uses of funds related to the 2017
Sources of Funds:
Principal Amount $
[Net] Original Issue [Premium/Discount]
Release from 2011 Indenture
Total Sources of Funds $
Uses of Funds:
Deposit to Escrow Fund $
Costs of Issuance(l) _
Total Uses of Funds $
(1) Includes fees and expenses of Bond Counsel, Disclosure Counsel, Rating Agency, Verification Agent,
Municipal Advisor, Trustee, Underwriter, printing, and other miscellaneous fees and expenses.
PLAN OF REFUNDING
The proceeds of the 2017 Bonds, together with other available amounts, will be used to
(i) refund on an advance basis all of the Refunded Bonds and (ii) pay the costs of issuing the
2017 Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS."
A portion of the proceeds of the 2017 Bonds, together with other available amounts, will
be used to advance refund and defease all of the outstanding Refunded Bonds. The Refunded
Bonds were issued pursuant to an Indenture of Trust, dated as of February 1, 2011 (the "2011
Indenture "), by and between the City and The Bank of New York Mellon Trust Company, N.A.
(the "Prior Trustee "). Pursuant to the terms of an Escrow Agreement, dated as of ; 2017
(the "Escrow Agreement "), by and between the City and The Bank of New York Mellon Trust
Company, N.A., as escrow agent (the "Escrow Agent "), a portion of the proceeds of the 2017
Bonds, together with other available moneys (collectively, the "Escrow Deposit "), will be
deposited into the Escrow Fund established under the Escrow Agreement.
The Escrow Deposit will be sufficient to purchase investment securities (the "Defeasance
Securities "), the principal and interest on which when due will provide moneys that, together
with uninvested moneys deposited with the Escrow Agent, will be sufficient to pay (i) the
principal amount of the Refunded Bonds maturing on and prior to May 1, 2021 and to pay
interest thereon to their respective maturity dates and (ii) the principal amount of the Refunded
Bonds plus accrued and unpaid interest thereon (the "Redemption Price ") maturing on and after
May 1, 2021 on the Redemption Date (i.e. May 1, 2021).
Causey Demgen & Moore P.C., certified public accountants (the "Verification Agent "),
will deliver a report stating that the firm has verified the accuracy of mathematical computations
concerning the adequacy of the Escrow Deposit deposited in the Escrow Fund. See
"VERIFICATION OF MATHEMATICAL COMPUTATIONS" herein.
23157181.4
SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS
Pledge of Net Revenues
The 2017 Bonds, the SRF Loan and any future Parity Debt are secured by a first pledge
of all of the Net Revenues. "Net Revenues" means, for any period, an amount equal to all of the
Gross Revenues received during such period minus the amount required to pay all Operation and
Maintenance Costs becoming payable during such period. In addition, the 2017 Bonds are
secured by a pledge of all of the moneys in the Debt Service Fund, including all amounts derived
from the investment of such moneys. So long as any of the 2017 Bonds are Outstanding, the Net
Revenues and such moneys may not be used for any other purpose; except that out of the Net
Revenues there may be apportioned such sums, for such purposes, as are expressly permitted by
the Indenture.
"Gross Revenues" means all gross income and revenue received by the City from the
ownership and /or operation of the Wastewater System, including, without limiting the generality
of the foregoing: (a) all amounts levied by the City as a fee for connecting to the Wastewater
System, as such fee is established from time to time under the applicable laws of the State of
California, (b) all income, rents, rates, fees, capital improvement fees (including facilities
capacity and pump zone fees), charges or other moneys derived from the services, facilities and
commodities sold (including recycled water), furnished or supplied through the facilities of the
Wastewater System, (c) the earnings on and income derived from the investment of such income,
rents, rates, fees, charges or other moneys to the extent that the use of such earnings and income
is limited by or under applicable law to the Wastewater System, (d) the proceeds derived by the
City directly or indirectly from the sale, lease or other disposition of a part of the Wastewater
System as permitted under the Indenture, (e) amounts transferred into the Wastewater Fund from
a Rate Stabilization Fund, and (f) amounts received by the City from other public agencies as the
proceeds of tax revenues or other amounts payable to the City under contracts for services
provided by the City to users of the Wastewater System.
The term "Gross Revenues" does not include (i) customers' deposits or any other
deposits subject to refund until such deposits have become the property of the City, (ii) the
proceeds of any ad valorem property taxes levied to pay general obligation bond indebtedness of
the City with respect to the Wastewater System, and (iii) special assessments or special taxes
levied for the purpose of paying special assessment bonds or special tax obligations of the City
relating to the Wastewater System.
"Wastewater System" means any and all facilities now existing or hereafter acquired or
constructed which are owned, controlled or operated by the City for the collection, treatment,
disposal, recycling or reuse of wastewater, including sewage treatment plants, intercepting and
collecting sewers, outfall sewers, force mains, pumping stations, ejector stations, oxidation
ponds, pipes, valves, machinery, and all other appurtenances necessary, useful or convenient for
the collection, treatment, purification, reclamation or disposal of sewage and storm drainage, and
any necessary lands, rights of way and other real or personal property useful in connection
therewith.
23157181.4
7
U
"Operation and Maintenance Costs" means the reasonable and necessary costs paid or
incurred by the City for maintaining and operating the Wastewater System, determined in
accordance with generally accepted accounting principles, including but not limited to (a) all
reasonable expenses of management and repair and other expenses necessary to maintain and
preserve the Wastewater System in good repair and working order, and (b) all administrative
costs of the City that are charged directly or apportioned to the operation of the Wastewater
System, such as salaries, wages and retirement benefits of employees, overhead, taxes (if any)
and insurance.
The term "Operation and Maintenance Costs" does not include (i) administrative costs of
the 2017 Bonds which the City is required to pay hereunder, (ii) payments of debt service on
bonds, notes or other obligations issued by the City with respect to the Wastewater System, (iii)
depreciation, replacement and obsolescence charges or reserves therefor, (iv) capital
expenditures made by the City with respect to the Wastewater System, (v) accrual of employee
benefits which are not funded, and (vi) amortization of intangibles or other bookkeeping entries
of a similar nature.
Special Obligation
The 2017 Bonds are special obligations of the City and are payable exclusively from Net
Revenues and from amounts on deposit in certain funds and accounts established under the
Indenture. The 2017 Bonds are not a debt, liability or obligation of the State of California or any
of its political subdivisions other than the City. The principal of, premium, if any, and interest on
the bonds are payable solely from Net Revenues pledged by the City from the City's Wastewater
System and amounts in certain funds and accounts held under the Indenture.
No Reserve Fund
The City is not funding a reserve fund for the 2017 Bonds.
Wastewater Fund; Flow of Funds under Indenture
General. The City has previously established the Wastewater Fund, which it will
continue to hold and maintain for the purposes and uses set forth in the Indenture. The City will
deposit all Gross Revenues in the Wastewater Fund promptly upon receipt, and will apply
amounts in the Wastewater Fund solely for the uses and purposes set forth in the Indenture and
for the uses and purposes set forth in the documents authorizing the issuance of Parity Debt. In
addition to transfers which are required to be made for repayment of any Parity Debt, the City
will withdraw amounts on deposit in the Wastewater Fund and apply such amounts at the times
and for the purposes, and in the priority, as follows:
(i) Operation and Maintenance Costs. The City will apply amounts on deposit
in the Wastewater Fund to pay all Operation and Maintenance Costs when due.
(ii) Debt Service Fund. On or before the 3rd Business Day preceding each
Interest Payment Date, so long as any Bonds remain outstanding, the City will withdraw
from the Wastewater Fund and pay to the Trustee for deposit into the Debt Service Fund
(which the Trustee will establish and hold in trust pursuant to the Indenture) an amount
which, together with other available amounts then on deposit in the Debt Service Fund, is
23157181.4
8 ��
at least equal to the aggregate amount of principal of and interest coming due and payable
on the Bonds on such Interest Payment Date.
The Trustee will apply amounts in the Debt Service Fund solely for the purpose of (A)
paying the interest on the Outstanding Bonds when due and payable (including accrued interest
on any Bonds purchased or redeemed under the Indenture), and (B) paying the principal of the
Bonds at the maturity thereof. Upon the payment of all Outstanding Bonds, the Trustee will
transfer any moneys remaining in the Debt Service Fund to the City for deposit into the
Wastewater Fund.
Other Uses of Wastewater Fund The City will manage, conserve and apply moneys in
the Wastewater Fund in such a manner that all deposits required to be made under the Indenture,
and under any agreement, indenture of trust, resolution or other instrument authorizing the
issuance of Parity Debt ( "Parity Debt Documents "), will be made at the times and in the amounts
so required.
So long as no Event of Default has occurred and is continuing under the Indenture, the
City may at any time use and apply moneys in the Wastewater Fund for any one or more of the
following purposes:
(i) the payment of any subordinate obligations or any unsecured obligations;
(ii) the acquisition and construction of extensions and improvements to the
Wastewater System;
(iii) the payment or retirement of any of the Bonds or of any of the Bonds or any other
obligations of the City relating to the Wastewater System; or
(iv) any other lawful purpose of the City relating to the Wastewater System.
Rate Stabilization Fund
The City has established a fund to be held by it and administered in accordance with the
Indenture, for the purpose of stabilizing the rates and charges imposed by the City with respect to
the Wastewater System. From time to time the City may deposit amounts in the Rate
Stabilization Fund, from any source of legally available funds, including but not limited to Net
Revenues which are released from the pledge and lien which secures the 2017 Bonds and any
Parity Debt, as the City may determine.
The City may, but is not required to, withdraw from any amounts on deposit in the Rate
Stabilization Fund and deposit such amounts in the Wastewater Fund in any Fiscal Year for the
purpose of paying any lawful expense of the Wastewater System, including debt service on the
2017 Bonds due and payable in such Fiscal Year. Amounts so transferred from the Rate
Stabilization Fund to the Wastewater Fund will constitute Gross Revenues for such Fiscal Year
(except as otherwise provided in the Indenture), and will be applied for the purposes of the
Wastewater Fund.
Amounts on deposit in the Rate Stabilization Fund are not pledged to or otherwise secure
the 2017 Bonds or any Parity Debt. The City may at any time withdraw any or all amounts on
23157181.4
9
q ?--
deposit in the Rate Stabilization Fund and apply such amounts for any lawful purposes of the
City relating to the Wastewater System. As of the date of this Official Statement, the Rate
Stabilization Fund has a balance of approximately $3.6 million.
Rate Covenant; Collection of Rates and Charges
In the Indenture, the City covenants to fix, prescribe, revise and collect rates, fees and
charges for the services and facilities furnished by the Wastewater System during each Fiscal
Year which are at least sufficient, after making allowances for contingencies and error in the
estimates, to yield Gross Revenues sufficient to pay the following amounts in the following order
of priority:
(a) All Operation and Maintenance Costs estimated by the City to become due and
payable in such Fiscal Year;
(b) The principal of and interest on the 2017 Bonds and any Parity Debt as they
become due and payable during such Fiscal Year, without preference or priority, except to
the extent such interest is payable from proceeds of Parity Debt deposited for such purpose;
and
(c) All payments required to meet any other obligations of the City which are
charges, liens, encumbrances upon, or which are otherwise payable from, the Gross
Revenues or the Net Revenues during such Fiscal Year.
The City is required to fix, prescribe, revise and collect rates, fees and charges for the
services and facilities furnished by the Wastewater System during each Fiscal Year which are
sufficient to yield Net Revenues which are at least equal to [120]% of the amount described in
the preceding clause (b) for such Fiscal Year. For purposes of this covenant, the amount of Net
Revenues for a Fiscal Year will be computed on the basis that (a) any transfers into the
Wastewater Fund in such Fiscal Year from the Rate Stabilization Fund are included in the
calculation of Net Revenues, (b) any deposits into the Rate Stabilization Fund in such Fiscal
Year are deducted from the amount of Net Revenues to the extent such deposits are made from
Gross Revenues received by the City during that Fiscal Year and (c) Gross Revenues will not
include connection fees or interest income expected to be received in such Fiscal Year.
Insurance; Net Proceeds
The City will at all times maintain with responsible insurers all such insurance on the
Wastewater System as is customarily maintained with respect to works and properties of like
character against accident to, loss of or damage to the Wastewater System. If any useful part of
the Wastewater System is damaged or destroyed, such part must be restored to usable condition.
All amounts collected from insurance against accident to or destruction of any portion of the
Wastewater System constitute Gross Revenues and must be used to repair or rebuild such
damaged or destroyed portion of the Wastewater System, and to the extent not so applied, will be
applied on a pro rata basis to redeem the 2017 Bonds and any Parity Debt in accordance with this
Indenture and the related Parity Debt Documents. The City will also maintain, with responsible
insurers, worker's compensation insurance and insurance against public liability and property
damage to the extent reasonably necessary to protect the City, the Trustee and the Owners of the
2017.13onds.
23157181.4
10
Parity Debt
Existing Parity Debt. The Bonds are secured by a pledge of and are payable from Net
Revenues on a parity with the City's obligations under the SRF Loan. Under the terms of the
SRF Loan, the City borrowed $ at an interest rate of 2.40 %, payable in 20 equal annual
installments, commencing April 9, 2010.
Additional Parity Debt. The City may .issue any bonds, notes or other obligations
( "Parity Debt ") payable from Net Revenues on a parity with the 2017 Bonds and the SRF Loan,
provided that certain conditions are satisfied, including the following:
(a) No Event of Default (or no event with respect to which notice has been given and
which, once all notice of grace periods have passed, would constitute an Event of Default) has
occurred and is continuing; and
(b) The amount of Net Revenues as shown by the books of the City for the most
recent completed Fiscal Year for which audited financial statements of the City are available or
for any more recent consecutive 12 -month period selected by the City, in either case verified by
an Accountant or a Financial Consultant or shown in the audited financial statements of the City,
plus, at the option of the City, any Additional Revenues (as defined below), are at least equal to
[125]% of the amount of Maximum Annual Debt Service coming due and payable in the current
or any future Fiscal Year with respect to the 2017 Bonds, the SRF Loan and all Parity Debt then
outstanding (including the Parity Debt then proposed to be issued).
For purposes of calculating Net Revenues to demonstrate compliance with paragraph (b)
above, Gross Revenues does not include connection fees, transfers from the Rate Stabilization
Fund, or interest income on the Wastewater Fund received during the period for which
calculations of Net Revenues are made.
"Additional Revenues" is defined in the Indenture to mean, with respect to the issuance
of any Parity Debt, any or all of the following amounts:
(i) An allowance for Net Revenues from any additions or improvements to or
extensions of the Wastewater System to be made from the proceeds of such Parity Debt
in an amount equal to the estimated additional average annual Net Revenues to be
derived from such additions, improvements and extensions for the first 36 -month period
in which each addition, improvement or extension is respectively to be in operation, all as
shown by the certificate or opinion of a Financial Consultant.
(ii) An allowance for Net Revenues arising from any increase in the charges
made for service from the Wastewater System which has been duly approved by the City
Council of the City prior to the incurring of such Parity Debt, but which, during all or any
part of the most recent completed Fiscal Year for which audited financial statements of
the City are available, or for any more recent consecutive 12 -month period selected by
the City, was not in effect, in an amount equal to the total amount by which the Net
Revenues would have been increased if such increase in charges had been in effect during
the whole of such Fiscal Year or 12 -month period, all as shown by the certificate or
opinion of a Financial Consultant.
23157181.4
11
qq
State Loans
The City may borrow money from the State and incur State Loans, in addition to the SRF
Loan, to finance additional improvements to the Wastewater System. "State Loans" means loans
secured by a pledge of Net Revenues of the Wastewater System and incurred by the City to
finance improvements to the Wastewater System. A State Loan may be treated as a Parity Debt
for purposes of the Indenture, so long as the City complies with the requirements for issuing
Parity Debt under the Indenture described above under "- Parity Debt" before incurring such
State Loan.
No Senior Obligations; Subordinate Obligations
The City may not issue or incur any additional bonds or other obligations having any
priority over the 2017 Bonds in the payment of principal or interest out of the Net Revenues.
Nothing in the Indenture, however, limits or affects the ability of the City to issue or incur
obligations which are either unsecured or which are secured by an interest in the Net Revenues
which is junior and subordinate to the pledge of and lien upon the Net Revenues established
under the Indenture.
THE CITY
General
The City is located in Sonoma County approximately 40 miles north of the City of San
Francisco. Situated along Highway 101, Petaluma is part of the San Francisco Bay metropolitan
area. Incorporated in 1858, its first charter was granted by the State in 1947, and it continues to
operate as a charter city. Municipal operations are conducted under the Council- Manager form of
government. The six Council Members and the Mayor are elected at large for four -year,
staggered terms. The Mayor presides over all Council meetings. The City Manager is responsible
for the operation of all municipal functions. For additional information regarding the City, see
APPENDIX A — "THE CITY OF PETALUMA."
City Council
The current City Council members and the expiration dates of their respective terms are
set forth in the following table.
Mayor and
City Council Members Expiration of Term
David Glass - Mayor
Teresa Barrett - Vice Mayor, Council Member
Chris Albertson - Council Member
Dave King - Council Member
Mike Healy - Council Member
Gabe Kearney - Council Member
Kathy Miller - Council Member
23157181.4
12
LI
City Staff
The City currently employs approximately full -time equivalent employees, of whom
are attributed to the Wastewater System. The Wastewater System is responsible for paying a
portion of the City's personnel costs. The City's Fiscal Year 2015 -16 personnel costs totaled
$ , of which $ was allocated to the Wastewater System. Employees of the
City belong to one of two labor unions or any of three associations or they are unrepresented.
Department directors, including directors of the Wastewater System, are unrepresented.
The current status of the City's employment agreements is set forth below:
Organization Status of Memorandum of Understanding
Unit 1 — Confidential, Unit 2 — Maintenance &
Unit 3 — Clerical/Technical, represented by American
Federation of State, County and Municipal Employees
Unit 4 — Professional, Unit 9 — Mid - Managers
& Unit 11 — Confidential, represented by the
Petaluma Professional and Mid - Managers Association
Unit 6 — Police, represented by the Peace
Officers' Association of Petaluma
Unit 7 — Fire, represented by the International
Association of Firefighters Local, 1415
Unit 10 — Petaluma Public Safety Managers, represented
by The Petaluma Public Safety Mid - Managers Association
Retirement Systems; OPEB
California Public Employees Retirement System. All qualified permanent and
probationary employees of the City are eligible to participate in the City's separate Safety (police
and fire) and Miscellaneous (all other) plans (the "Plans "), agent multiple - employer defined
benefit pension plans administered by the California Public Employees' Retirement System
( "CalPERS "), which acts as a common investment and administrative agent for its participating
member employers. Benefit provisions under the Plans are established by State statute and City
resolution.
Ca1PERS provides service retirement and disability benefits, annual cost of living
adjustments and death benefits to plan members, who must be public employees and
beneficiaries. Benefits are based on years of credited service, equal to one year of full time
employment. Members with five years of total service are eligible to retire at age 50 with
statutorily reduced benefits. All members are eligible for non -duty disability benefits after 10
years of service. The death benefit is one of the following: the Basic Death Benefit, the 1957
Survivor Benefit, or the Optional Settlement 2W Death Benefit. The cost of living adjustments
for each plan are applied as specified by the Public Employees' Retirement Law. See
APPENDIX B — "AUDITED FINANCIAL STATEMENTS OF THE CITY OF PETALUMA
AS OF JUNE 30, 2016," Note 9.
23157181.4
13
Safety.
Hire date
Benefit Formula
Benefit vesting schedule
Benefit payments
Retirement age
Monthly benefits, as a % of annual salary
Required employee contribution rates
Required employer contribution rates
Miscellaneous.
Hire date
Benefit Formula
Benefit vesting schedule
Benefit payments
Retirement age
Monthly benefits, as a % of annual salary
Required employee contribution rates
Required employer contribution rates
Prior to January 1, 2013
2% @ 55
5 years' service
monthly for life
50 -55
1.426% to 2%
7.0%
42.456%
Prior to January 1, 2010
2.5% @ 55
5 years' service
monthly for life
50 -67
1.426% to 2.418%
7.0%
18.002%
Prior to January 1, 2013
3% @ 55
5 years' service
monthly for life
50 -55
2.4% to 3%
9%
42.456%
Between July 1, 2010
and December 31, 2012
2 %@ 60
5 years' service
monthly for life
50 -67
1.092% to 2.418%
7%
18.002%
On or after January 1, 2013
2.7% @ 57
5 years' service
monthly for life
50 -57
2 % -2.7%
50% of the Total Normal
Cost
On or after January 1, 2013
2% @ 62
5 years' service
monthly for life
52 -67
1.0 % -2.5%
50% of the Total Normal
Cost
Source: Audited Financial Statements. See APPENDIX B — "AUDITED FINANCIAL STATEMENTS OF THE
CITY OF PETALUMA AS OF JUNE 30,2016," Note 9.
GASB 68, paragraph 68 states that the long long -term expected rate of return should be
determined net of pension plan investment expense, but without reduction for pension plan
administrative expense. The discount rate of 7.50% used for the June 30, 2014 measurement date
was net of pension plan administrative expenses. The discount rate of 7.65% used for the June
30, 2015 measurement date is without reduction of pension plan administrative expense. All
other assumptions for the June 30, 2014 measurement date were the same as those used for the
June 30, 2015 measurement date.
[add funding tables from 2016 Ca1PERS valuations]
Public Agency Retirement System. The City also contributes to a Public Agency
Retirement System/Alternative Retirement System ( "PARS "), a public agency multiple -
employer defined contribution pension trust. This plan is offered to employees who work less
than 1,000 hours per year. PARS provides benefits at the time of retirement, total disability or
death. PARS acts as a common investment and administrative agent for participating public
agencies. Benefit provisions and all other requirements are established by federal statute and city
resolutions.
Participants are required to contribute 7% of their annual salary. The City is required to
contribute 0.5% of the annual salary of covered participants. The contribution requirements were
established on the Adoption Agreement. For fiscal year ended June 30, 2016, the City
contributed $2,019 and the covered employees contributed $28,259 the total of which met the
requirements of the plan.
23157181.4
14
Other Post Employment Benefits ( "OPEBs "). The City of Petaluma Retiree Healthcare
Plan is a single - employer defined benefit healthcare plan administered by the City. The plan
provides healthcare benefits to eligible retirees and their dependents. Benefit provisions are
established and may be amended through agreements and memorandums of understanding
between the City, its management employees, and the unions representing City employees.
There is no statutory requirement for the City to pre -fund its OPEB obligation. The City
has currently chosen to pay plan benefits on a pay -as- you -go basis. The City has been and is
continuing to build up resources in the employee benefits fund to pay down the unfunded OPEB
liability. There are no employee contributions.
The City contributed $257,057 during the 2015 -16 fiscal year on a pay -as- you -go basis
for current benefit payments. Retired plan members and their beneficiaries pay the annual
premium cost not paid by the employer. See APPENDIX B — "AUDITED FINANCIAL
STATEMENTS OF THE CITY OF PETALUMA AS OF JUNE 30,2016," Note 10.
The following table, based on the City' s actuarial valuation as of June 30, 2013, shows
the components of the City' s annual OPEB cost for the year, the amount actually contributed to
the plan, and changes in the City's Net OPEB obligation:
Net OPEB Obligation at June 30, 2015
$5,243,315
Annual required contribution ( "ARC ")
1)324,000
Interest on net OPEB obligation
209,000
Amortization of NOO
(256,000)
Annual OPEB cost
1,277,000
Contributions:
OPEB Cost
Benefit payments
257,057
Increase in net OPEB obligation
1,019,943
Net OPEB Obligation at June 30, 2016
$6,263,258
Percentage of ARC Contributed
19.42%
Source: Audited Financial Statements, See APPENDIX B — "AUDITED FINANCIAL STATEMENTS OF THE
CITY OF PETALUMA AS OF JUNE 30,2016," Note 10.
The City's annual OPEB cost, the percentage of annual OPEB cost plan, and the
net OPEB obligation for Fiscal Year 2015 -16 and the two preceding years were as follows:
Source: Audited Financial Statements. See APPENDIX B — "AUDITED FINANCIAL STATEMENTS OF THE
CITY OF PETALUMA AS OF JUNE 30,2016," Note 10.
23157181.4
15 �
cl
Percentage of
Fiscal
Annual
Actual
Annual OPEB
Net OPEB
Year
OPEB Cost
Contribution
Cost Contributed
Liabili
6/30/2014
$1,187,000
$232,507
19.6%
$4,284,617
6/30/2015
1,204,000
245,302
20.4
5,243,315
6/30/2016
1,277,000
257,057
20.1
6,263,258
Source: Audited Financial Statements. See APPENDIX B — "AUDITED FINANCIAL STATEMENTS OF THE
CITY OF PETALUMA AS OF JUNE 30,2016," Note 10.
23157181.4
15 �
cl
As of June 30, 2013, the most recent actuarial valuation date, the plan was 0% funded.
The actuarial Accrued Liability ( "AAL ") for benefits was $10,780,000 and the Actuarial Value
of the Plan Asset was $0 resulting in an Unfunded Actuarial Accrued Liability ( "UAAL ") of
$10,780,000. The covered payroll (annual payroll of active employees covered by the plan) was
$24,185,000 and the ratio of UAAL to the covered payroll was 44.6 percent.
Actuarial valuations of an ongoing plan involves estimates of the value of expected
benefit payments and assumptions about the probability of occurrences of events far into the
future. Examples include assumptions about future employment, mortality, and the healthcare
cost trend. Amounts determined regarding the funded status of the plan and the annual required
contributions of the employer are subject to continual revision as actual results are compared
with past expectations and new estimates are made about the future. The schedule of funding
progress, presented above, presents multi -year trend information about whether the actuarial
value of plan assets is increasing or decreasing over time relative to the actuarial accrued
liabilities for benefits.
THE WASTEWATER SYSTEM
General
The Wastewater System provides 24 -hour collection, treatment, disposal and reuse of
domestic, commercial and industrial wastewater generated by the City and a service area within
the unincorporated County community of Penngrove. As of June 30, 2016, there were
approximately 23,314 single - family residential accounts within the borders of the City and
approximately 531 such accounts within the unincorporated community of Penngrove.
The City's services to the Penngrove community are governed by an "Agreement for
Installation of Wastewater Collection Facilities Through Joint Exercise of Powers by the City of
Petaluma and County of Sonoma," dated May 26, 1977, as amended (the " Penngrove
Agreement "). Under the Penngrove Agreement, the City provides treatment and disposal /reuse
of the community of Penngrove's wastewater. More specifically, the Sonoma County Water
Agency operates and maintains a wastewater collection system and pump station in Penngrove
and the City accepts a volume of wastewater equivalent to usage by no more than 3,000 persons
(using standard measuring formulas) into the Wastewater System. The City charges customers in
the Penngrove area the same rates it charges customers within the City's boundaries. The
Penngrove Agreement contains no covenants to provide indemnification or limitations on the
liability of any party.
The County may terminate the Penngrove Agreement at any time. The City believes that,
due to the cost savings that Penngrove and the County achieve by contracting with the City for
wastewater treatment in lieu of owning and operating separate facilities, the County of Sonoma
is unlikely to terminate the Penngrove Agreement, although it can provide no assurances to this
effect. Were the Penngrove Agreement to terminate, the City would expect to experience a
decrease in revenue associated with the loss of rate - paying customers as well as a decrease in
treatment - related costs and expenses. In addition, however, the City would have fewer customers
among whom to spread remaining Wastewater System expenses, which could lead to increased
rates payable by those remaining customers.
23157181.4
16 �`�
Management
Dan St. John, FASCE, Director of Public Works and Utilities Department. Mr. St. John
has been the Public Works and Utilities Director for Petaluma, California since January 2012
overseeing six divisions: development engineering, capital projects engineering, operations of
water and wastewater utilities and streets, environmental including the Ellis Creek Water
Recycling Facility, Petaluma Transit, and parks and facilities maintenance. He previously served
for over 20 years as the Washoe County Nevada public works director, deputy city manager for
Carson City, and public works and engineering director for the Incline Village General
Improvement District. Mr. St. John previously served as a Supervisor and Chairman for the
Nevada Tahoe Conservation District for over 22 years. In the private sector, he was a vice
president for PBS &J (now Atkins) and for Walter P. Moore and Associates, both top 500 ENR
engineering consultant firms. Mr. St. John is a professional engineer registered in Colorado and
Nevada and has technical expertise in water and wastewater treatment, sewer collection and
water distribution; stormwater management; and construction engineering. Mr. St. John
completed a MS in Civil and Environmental Engineering at the University of Colorado, Boulder
and a BA in Mathematics at the University of California, Berkeley. Mr. St. John was elected as a
Fellow in the American Society of Civil Engineers in 2010, and designated a Public Works
Leadership Fellow in the American Public Works Association Donald C. Stone Center in 2015.
Leah Walker, Environmental Services Manager. Ms. Walker manages operation of the
City's wastewater treatment and sewer pumping facilities, recycled water delivery,
environmental permit compliance, water quality control laboratory, stormwater compliance,
water conservation, and groundwater studies. Ms. Walker was previously the chief of the
California Drinking Water Program with the Department of Public Health. She is a registered
Civil Engineer in California with a BS degree in Civil Engineering from the University of
California at Berkeley and an MS degree in Civil and Environmental Engineering from San Jose
State University.
Wastewater System Facilities
Collection System. The City operates and maintains approximately 192 miles of gravity
sewer mains and 4 miles of sewer force mains. Sewer pipes range from 4- to 54- inches in
diameter and wastewater is pumped throughout the system by 9 lift stations. The City has 2
major sewer watersheds and 18 sewer sub - basins. Wastewater is pumped from the Primary
Influent Pump Station at Hopper Street to the City's Ellis Creels Wastewater Recycling Facility
(the "Treatment Plant "), located adjacent to Lakeville Highway.
Treatment Plant. The Treatment Plant replaced the City's Hopper Street Wastewater
Treatment Plant in 2009. The original plant was constructed in 1937 and had reached the end of
its useful life. The Treatment Plant has an average dry weather capacity of 6.7 million gallons
per day ( "mgd ") and wet weather design capacity of 36 mgd, and treats domestic, commercial,
and industrial wastewater generated in the City and in unincorporated Penngrove. Tertiary -
treated recycled water, distributed through a system of pump stations and pipelines, is delivered
to ranches, golf courses, vineyards, Casa Grande High School, and City parks, and is used for
landscape irrigation, toilet flushing, fire protection, and process water at the Treatment Plant.
The Treatment Plant has a treatment capacity of 6.7 million gallons per day (average dry weather
flow) and treats approximately 5 million gallons of wastewater each day and 2,200 million
23157181.4
17
50
gallons annually. In 2016, the Treatment Plant processed 1,859,000,000 gallons of wastewater
equivalent to an average daily flow of 5.1 million gallons per day.
Treatment Plant influent is treated by screening and grit removal, secondary treatment
using activated sludge, and secondary clarification. After secondary clarification, some of the
water is pumped to the tertiary treatment system (flocculation, filtration, and* W disinfection),
and subsequently recycled. Remaining flows are directed through a series of oxidation ponds
(162 acres) and constructed wetlands (32 acres) for additional biological treatment. After flowing
through the treatment wetlands, the wastewater is chlorinated and then flows to either polishing
wetlands (31 acres) or a chlorine contact chamber. Wastewater from the polishing wetlands is
discharged to the Petaluma River, or sent to the chlorine contact chamber. Wastewater from the
chlorine contact chamber is dechlorinated and discharged to the Petaluma River, or recycled for
irrigation. See "- Recycled Water" below.
The following table sets forth the historical average daily wastewater flow to the
Treatment Plant.
Table 1
City of Petaluma
Wastewater System
Historical Average Daily Flow
Fiscal Years Ended June 30
Average Dry Total Wastewater
Fiscal Year Weather Flow Treated
Ended June 30 (MGD) (MGD)
2012
4.70
1,903
2013
4.75
1,950
2014
4.56
1,822
2015
4.37
1,888
2016
4.05
1,859
Source: The City of Petaluma.
Treatment Plant Upgrades. The City is constructing upgrades to the facility's solids
treatment process, and is designing projects to use digester gas for clean natural gas ( "CNG ")
vehicle fuel and co- digesting high strength waste from the local food and beverage industry. The
City is currently constructing a second anaerobic digester, installing a second gravity belt
thickener and hot water boiler, and making improvements to the dewatered biosolids conveyance
system. The City expects these upgrades to improve treatment reliability by providing redundant
equipment, providing additional anaerobic digestion capacity for increased operational
flexibility, and constructing the necessary infrastructure needed to complement the CNG and co-
digestion projects under design.
Discharge of Treated Wastewater. In the wintertime, treated wastewater is released into
the Petaluma River. During the summer, the recycled water is introduced into the City's recycled
water system. See "- Recycled Water" below.
23157181.4
18
Oxidation Ponds. An oxidation pond system was constructed in the 1970s. The oxidation
ponds are on a site located outside the urban area on Lakeville Highway, directly south of the
wastewater treatment plant. The pond system consists of one aerated lagoon, followed by an
aerated pond and nine oxidation ponds, covering an area of approximately 165 acres. The aerated
lagoon has three aerators, and Pond 1 is equipped with seven aerators. The ponds are
approximately 10 feet deep with 2 feet of freeboard and a total capacity of approximately 500
million gallons or 1,500 acre -feet.
In addition to providing wastewater treatment, the oxidation ponds also provide storage,
which in conjunction with the recycling program, permits the City to avoid Petaluma River
discharge from May 1 through October 20. The available capacity of the ponds is approximately
250 million gallons or 800 acre -feet.
Biosolid Disposal. During normal operations, the Treatment Plant stabilizes and dewaters
biosolids using the following treatment processes: headworks equipment for screening and grit
removal; extended - aeration oxidation ditch process; and a two -stage anaerobic digestion process.
Digested sludge is stored in a biosolids storage tank prior to thickening by a rotary screen
thickener, dewatered by a low -speed rotary screw press, and transferred by a progressive cavity
pump to distribution piping with automatic flow control valves into a haul trailer pre- positioned
in a loading bay adjacent the screw press building.
Storm Drains
The City clears /cleans and maintains a storm water drainage system that includes
approximately 780 storm drain catch basins and related pipeline, culverts and open channels
(ditches). A properly- maintained storm water system benefits the sanitary sewer system by
preventing storm water from entering the sewer collection system. The storm drain system
includes maintenance and operation of the City's flood alert system and storm water pump
stations. The system consists of rain sensors located within the Petaluma River watershed area
and stations along the river that monitor the river's water level. City storm drain pipes drain into
the various creeks in the City, the Petaluma River and, eventually, into San Pablo Bay. The scope
of the City's storm drain system is expected to increase because of increasing infrastructure
maintenance needs and regulatory requirements applicable to storm drain systems. In the Fiscal
Year ended June 30, 2016, the Wastewater System reimbursed the City $268,401 for salaries,
benefits, supplies and equipment.
Recycled Water
In 1984, the City initiated a water recycling program in response to the California
Regional Water Quality Control Board, San Francisco Bay Region (the "San Francisco Bay
RWQCB ") order described below, prohibiting the City from introducing treated effluent into the
Petaluma River from May 1 through October 20. The program included irrigation of 550 acres of
agricultural land. Each participating landowner successfully converted their lands from dry
native rangeland to irrigated permanent pasture, primarily through cultivation and re- seeding of
the lands. Landowners have installed fencing and cross - fencing to segregate fields and manage
livestock. The fencing prevents livestock and machinery from entering recently irrigated fields
before they dry. Most recycled water is secondary- treated and used for irrigation.
23157181.4
19
The City plans to increase use of recycled water to irrigate City parks, schools and fields
that are currently irrigated with potable water. Use of recycled water saves potable water for its
highest and best uses, supplement the City's water supply, and support the City's need to comply
with regulatory requirements. Proposed urban and agricultural recycled water projects total
approximately $30.6 million. No assurance can be provided, however, that any of such proposed
projects will be completed. The City currently sells some recycled water, however, for the Fiscal
Year ended June 30, 2016, the Wastewater System received less than $300,000 in revenue from
such sales.
General Regulatory Requirements
Wastewater System. In 1972 the National Pollution Discharge Elimination System
( "NPDES ") was created in Section 402 of the Federal Water Pollution Control Act, as amended
(the "Clean Water Act "). NPDES prohibits "[discharges] of pollutants from any point source into
the nation's waters except as allowed under an NPDES permit." The program gives the United
States Environmental Protection Agency ( "EPA ") the authority to regulate discharges into the
nation's waters by setting limits on the effluent that can be introduced into a body of water from
an operating and permitted facility. The EPA has granted the California State Water Resources
Control Board (the "Control Board ") approval authority over the NPDES permitting process and
they issue the orders that allow discharge. The City is subject to Order No. R2- 2016 -0014
(adopted on April 13, 2016 and effective June 1, 2016), which will expire on May 31, 2021. This
Order allows discharge into the Petaluma River and permits average dry weather flow capacity
for the Treatment Plant of 6.7 MGD and up to 36 MGD during peak wet weather flow
conditions. Separately, Order No. R2- 2012 -0096, establishes requirements regarding discharges
of mercury to San Francisco Bay. In 2016, the mercury concentrations and mass loadings
remained below Order No. R2- 2012- 0096's limit and trigger values.
In addition to regulation under the Clean Water Act, the City is subject to the
requirements of the State of California Porter Cologne Water Quality Control Act of 1969, as
amended. The District is not aware of any environmental or regulatory issues that would
adversely impact its ability to provide sewer service.
Stormwater. In November 1990, the EPA published regulations establishing NPDES
permit requirements for municipal and industrial stormwater discharges. Phase 1 of the
permitting program applied to municipal discharges of stormwater in urban areas where the
population exceeded 100,000 persons, which does not include the City. Phase 1 also applied to
sto mwater discharges fiom a large variety of industrial activities, including general construction
activity if the project would disturb more than 5 acres.
Phase 2 of the NPDES stormwater permit regulations, which became effective in March
2003, required that NPDES permits be issued for construction activity for projects that disturb
between 1 and 5 acres. Phase 2 of the municipal permit system (known as the NPDES General
Permit for Small MS4s) require small municipal areas of fewer than 100,000 persons (such as the
City) to develop stormwater management programs. The regional water quality control boards in
California are responsible for implementing the NPDES permit system. The San Francisco Bay
RWQCB is the regulatory agency having national NPDES permit oversight authority for the
City. As a Small MS4, the City is required to comply with the requirements of Order No 2013-
23157181.4
20
0001 -DWQ. This Order was adopted February 5, 2013, became effective July 1, 2013, and will
expire on June 30, 2018.
Recycled Water. The City's recycled water operations are subject to regulation under
Section 402 of the Clean Water Act, implementing regulations adopted by the EPA, the
California Water Code and regulations promulgated by the California Department of Health
Services. The City operates pursuant to Order No. 96 -011 of the San Francisco Bay RWQCB.
This Order serves as a General Water Reuse Order authorizing municipal wastewater reuse by
producers, distributors, and users of non - potable recycled wastewater throughout the region. As
the City is a producer, distributor, and user of non - potable recycled wastewater, this Order serves
as the City's permit to use recycled water. However, the City is only required to comply with the
Order No. 96 -011 when discharging wastewater for irrigation.
Anticipated Capital Improvements
The City has no current plans to incur indebtedness for the Wastewater System during the
next five years. The City plans to pay for any capital improvements during that period from cash
flow of the Wastewater System and from moneys on deposit in the capital projects fund.
However, the City may decide to incur indebtedness for the Wastewater System at any time in
accordance with the Indenture. See "SECURITY AND SOURCES OF PAYMENT FOR THE
2017 BONDS — Parity Debt — Additional Parity Debt."
REVENUES AND DEBT SERVICE COVERAGE
Historical Wastewater Rates and Charges
General. The existing rates were adopted by Resolution Nos. 2011 -165 and 2011 -166
N.C.S. on December 5, 2011. These rates included an automatic pass through for both Consumer
Price Index inflationary changes and increases in the wholesale price of water charged by the
Sonoma County Water Agency. The City is required by law to prepare a new rate study and
adopt new rates every five years if it wishes to rely on automatic cost adjustments. New rates
must be adopted before the City's existing rates, last adjusted on July 1, 2016, can be adjusted
again. See "See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS - Rate
Covenant; Collection of Rates and Charges."
[summarize rate study if available]
The following table sets forth the historical rates and charges by customer classification
for the calendar years shown.
23157181.4
21
'54
m
d-
dt
d-
O
M
Ln
oo
,
N
oo
O1
O
00
O
d'
-It
M
00
t-
V)
Oo
00
r
M
O
I-0
It
Ln
N
,
d'
oo
V7
\O
t`
.-1
O`
00
110
00
O\
O\
00
o
m
o
O
ti N
r
00
..i
"It
vNi
�
6pi
�
N
O
L
00
00
00
V')
00
00
O
,
M
p
� N
.--i
.-i
00
M
00
00
C1
00
Ln
O\
V)
t--
00
1-0
N
(=>
O
r�
t--
00
V)
00
O
O
N
oo
-
V)
00
d'
00
V)
V)
N
Ln
\O
\O
00
t-
�y
N
V)
lD
O
C�
O\
d
c3l�
C1
O\
LO
O
t�
�O
[�
00
kn
O
O
C
F N
Qn
^'
V)
d'
V)
d'
00
Vl
00
Cl
N
00
N
V7
V)
V)
t—
00
Vi
O
O
�
N
� �
O
N
Ct
m
m
01
Ct
O
oo
V)
Ct
N
V7
O\
O
o
N
�
h
H OOa• �
N
pp
�O
Lr)
V'�
d:
kn
It
V �
� N
Ln
-,
U
C1
00
Oo
C1
N
00
oo
a\
N
00
00
t-
00
d
O\
N
V)
M
00
M
o
o
O�t
�n
t`
o
m
o
0
p
� N
�
x
O
p
O
U
O
dOd
O
co
dOd
bA
d
.
bb
bb
bb
a
W
bt)
nz
bA
by
O
sbh
sy
U
s+
U
.s=
U
•�
Ley
V
Cd
CiS
9'
y
p
-cod
r
7 �
scud
tc�d
r�
y
00
Gi
o
m
CA
N
The following table sets forth the historical single - family residential wastewater usage for
the respective years shown as of each January 1.
Table 3
City of Petaluma
Wastewater System Wastewater System
Historical Service Charge
Single - Family Residential Wastewater Usage
5 HCF
As of Monthly Billed Percent
January 1, Wastewater Usalle Change
2007
34.69
-
2008
39.18
12.94%
2009
44.29
13.04
2010
50.05
13.01
2011
54.54
8.97
2012
56.05
2.77
2013
58.44
4.26
2014
60.52
3.56
2015
63.24
4.49
2016
65.83
4.10
2017
Source: The City of Petaluma.
Failed Initiatives to Reduce Wastewater Service Charges. At the November 4, 2008
election, 54.6% of City voters voting on the matter rejected a ballot measure (Measure K) that
would have reduced the wastewater service rate schedule established by Resolution No. 2007-
23, effective February 1, 2007, to the rates that were in effect on January 1, 2006. This ballot
measure would also have reduced the then -in- effect water service rates to those rates that were in
effect on January 1, 2006.
At the November 2, 2010 election, 55.7% of City voters voting on the matter rejected a
ballot measure (Measure U) that would have reduced the wastewater service rate schedule
established by Resolution No. 2007 -23, effective February 1, 2007, to the rates that were in
effect on January 1, 2006. Though the November 2, 2010 ballot measure called for a reduction of
wastewater service rates only and did not call for a concurrent reduction to then -in- effect water
service rates, this measure was rejected by a higher percentage of voters than was the 2008 ballot
measure, which called for a reduction in both types of rates. Opponents of the November 2, 2010
ballot measure highlighted the value of the Treatment Plant to the City and the City's need to
repay debts incurred in furtherance of Wastewater System improvements.
23157181.4
23
Historical Connections and Service Charges
The following table provides a summary of residential connections to the Wastewater
System for the fiscal years shown.
Table 4
City of Petaluma
Wastewater System
Historical Residential Wastewater Connections
Fiscal Year Petaluma Penngrove Total
Ended June 30 Accounts Accounts Accounts
2012
22,983
518
23,501
2013
22,918
518
23,436
2014
23,002
518
23,520
2015
23,031
526
23,557
2016
23,314
531
23,845
Source: The City of Petaluma.
The following table sets forth the number of connections to the Wastewater System by
customer type for the fiscal years shown.
Table 5
City of Petaluma
Wastewater System
Number of Connections by Customer Type
Fiscal Year Ended June 30
User Type
2012
2013
2014
Single - Family Residential
17,123
16,978
16,966
Multi - Family Residential
5,860
5,940
6,036
Commercial and Industrial
Low Strength
Medium Strength
High Strength
Total
Source: The City of Petaluma.
23157181.4
861 869 862
16 18 21
2015 2016
16,993
17,068
6,038
6,246
860
867
23
22
24
Ten Largest Wastewater System Customers
The ten largest customers of the Wastewater System as measured by charges for the fiscal
year ended June 30, 2016, were responsible for approximately 16.33% of Wastewater System
service charge revenue during such period.
Table 6
City of Petaluma
Wastewater System
Ten Largest Customers
Fiscal Year ended June 30, 2016
% of Total
User Type of Use Revenues Revenues
Petaluma Poultry Processors
industrial
$1,579,871
6.72%
Petaluma Creamery
industrial
953,616
4.06
Clover Stornetta Farms
industrial
366,678
1.56
Laguinitas Brewery
industrial
288,117
1.23
Lace House Linen
industrial
148,035
0.63
La Cumbre Management Company
multi - family
139,930
0.60
Sheraton Petaluma Hotel
commercial
113,944
0.48
Sandalwood Estates
multi- family
99,654
0.42
250 Douglas Partners
multi - family
79,874
0.34
Leisure Lake Mobile Home Park
multi - family
69,053
0.29
Total, Top Ten
$3,838,772
16.33%
Total, All Customers
Source: The City of Petaluma.
$23,510,108
Petaluma Poultry Processors ( "Petaluma Poultry ") was founded in 1969. According to the
company's website ( http : / /wwti,.petaltimapoultry.com), Petaluma Poultry offers free range and
organic chicken, only raised in and around Sonoma County. [what substantive information can
be provided ?] The information set forth on such website is not incorporated herein by reference.
Petaluma Creamery offers coffee, lunch items, cheeses and ice cream. According to the
company's website ( http:// www. petalumacreamerycheeseshop .com), Petaluma Creamery is open
every day for service to the public. [what substantive information can be provided ?] The
information set forth on such website is not incorporated herein by reference. [how long
operating in the City ?; any ongoing disputes or issues with this customer ?]
23157181.4
25
Revenue by Customer Type
The following table sets forth Revenues of the Wastewater System by customer type for
the fiscal years shown.
Table 7
City of Petaluma
Wastewater System
Gross Revenues by Customer Type
User Type 2012 2013 2014 2015 2016
Single - Family Residential
Multi- Family Residential
Commercial and Industrial
Total
Source: The City of Petaluma.
Billing Collection History
General. The City bills for water and wastewater services on a combined monthly bill.
The City issues a notice of nonpayment of any City- issued bill relating to wastewater services
after 10 days of delinquency. If payment is not received timely after the delivery of such notice,
the City may terminate utility services through a user's water meter. Noncompliance with
discharge permit requirements may lead to the City to issue an administrative order, which order
may contain fines for noncompliance and additional charges for nonpayment of such fines in a
timely manner. The unincorporated Sonoma County community of Penngrove is billed and pays
all of its Wastewater System fees in a single, annual payment. For calendar year 2016,
Penngrove paid $ for all of its wastewater usage and fees. The following table sets forth
historical billings, collections and delinquencies for the fiscal years shown.
Table 8
City of Petaluma
Wastewater System
Historical Billings, Collections and Delinquencies
Fiscal Year Ended June 30
Fiscal Year Ended Annual Annual Delinquency
June 30 Billings Collections Rate
2012
$22,462,884
$22,379,271
0.37%
2013
22,613,560
22,553,604
0.27
2014
23,347,555
23,296,013
0.22
2015
24,026,660
24,001,582
10.10
2016
23,510,108
23,477,901
0.14
Source: The City of Petaluma.
23157181.4
26
Comparative Single - Family Residential Wastewater and Water Service Charges
The following table is a comparison of the City's average monthly single - family
wastewater and water service charges with those of other surrounding cities.
Table 9
City of Petaluma
Wastewater System
Comparison of Average Monthly
Single - Family Residential Wastewater and Water Service Charges
City
Wastewater(l)
Water (2)
Total
City of Vallejo
43.35
38.98
82.33
City of Rohnert Park
50.32
34.81
85.13
City of Napa
46.24
39.05
85.29
Town of Windsor
57.98
27.96
85.94
City of American Canyon
50.24
42.91
93.15
City of Petaluma
65.83
32.03
97.86
City of Benicia
56.15
42.33
98.48
City of Santa Rosa
73.08
39.55
112.63
City of St. Helena
65.35
57.41
122.76
City of Healdsburg
89.38
53.81
143.19
City of Sonoma
73.60
70.61
144.21
Source: The City of Petaluma.
(I) Flat rate or 5 hcf monthly winter use.
(2) 7 hcf monthly use.
23157181.4
27
W
b
0000
O
a�
.-.
O
"o
00
0
�a
U
O
C
C
Cd
�
f
N
rUi�
6q
R
W
69
•zs
R
kn
U �
i
P
�
N
N
C
o o
rq
V tin
E
M
M
t�
C
[L (y
U U
C
�
�
�
�
r4
• � Cd
4, N
O
O a
U
c
Os
C13
R
S
M
U
(°
•--�
M
O
to
°
CN
cd
i
N
N
M
d'
'
b
`
<
cq
G6
U
00
z
t-
4-
bA
Vl
vl
N
M
00
U
�
C)
O
W
b
0000
O
rn
.-.
O
"o
00
�a
U
O
Cd
N
N
SU-i
6q
N
W
69
•zs
�
kn
U �
i
P
�
N
N
o o
V tin
o
M
M
t�
O
[L (y
U U
N
�
�
�
�
r4
• � Cd
Os
C4 Ei
M
40,
(°
•--�
M
O
to
°
CN
p
i
N
N
M
d'
UUu
G6
00
in
t-
Vl
vl
N
M
00
O
O
0
N
rl
O
N
O N 00
\,O M 00
d' O
N ~
Cos
d'
O
M
00
V�
M
N
69
vl 1�0 t-
oo
N- 0000
N N
O �-- O
Fig d4
ol: N
69 69 .-1
6R
�
O ONO �
N
l � 00
Vr N 00 W
69 69 �
00 O 00 C�
O
N � �
69
009 M N O
� O O 00
M M l 00
� N 00 d
o} 69
6R
O O o C)
O M M
M M O
N �
O O M m
Lr) 110 00
O rn
M V1 00
N Ln
64
O O M It
Ln N N
O M M
O d N
M �O
N Lr
69
O O It M
O d.c 00
o 0000
M l� vi
N Ln
bg
O O C*) 00
O � �
kn �t O
O r-- C1
M \O \O
64
� � c
.4 Iq
'� to
� M
64
�o •et
� M
6R
Ig
�D 14 00
� M
69
�D M
�
� O
ON r-q
C�
69
b
0
.-.
�a
U
Cd
�
SU-i
N
W
°'
•zs
�
A,
U �
i
P
Qn
W
°°
o o
V tin
o
U
[L (y
U U
N
�
�
�
�
r4
• � Cd
C4 Ei
s�
40,
(°
bl)�
°
CN
abl)
i
AA
UUu
0
0
O O o C)
O M M
M M O
N �
O O M m
Lr) 110 00
O rn
M V1 00
N Ln
64
O O M It
Ln N N
O M M
O d N
M �O
N Lr
69
O O It M
O d.c 00
o 0000
M l� vi
N Ln
bg
O O C*) 00
O � �
kn �t O
O r-- C1
M \O \O
64
� � c
.4 Iq
'� to
� M
64
�o •et
� M
6R
Ig
�D 14 00
� M
69
�D M
�
� O
ON r-q
C�
69
i
.-.
�a
Cd
�
W
°'
•zs
�
A,
U �
i
P
Qn
W
°°
o o
V tin
o
U
[L (y
U U
N
N
00
w
CN
F4
A
AA
i
e-1
O
v
0
e�
u
rn
N
4-�
O
:-:�
a3
cn
N
rA
a3
"d
N
Cd
Ln
}' O
b�A �
v1
o �
o �
Cd
a�
U
rl
O
N
M
r-I
O
N
N —
al �
00
Goa� N
M
� N
dl Q\
00
M
64
M V1
00
00
N O
06 N
N
O N
00 N
0O0 O
N N
GS
N �
Ln 00
O O
N
69
M
O
N
O
M
O�
M
EA
r3'
M
N
00
00
O
M
M
6/3
00
O
M
O
M
O
M
G6
M
M
O
O�
5NR
r-I
Nt
O�
O
M
N
64
� o
� U
N
� O
sr
U
M
o�
M
O
U
N
00
00
dam'
O
N
m
'C!
M
U
V'i
M
00
d
\O
t--
r--
d
00
6R
�O
CC3
Ile
—
Ln
v �U
6F3
�
O
N
V-j
Os
U
U
6R
CC
�
�
N
kn
M
N —
al �
00
Goa� N
M
� N
dl Q\
00
M
64
M V1
00
00
N O
06 N
N
O N
00 N
0O0 O
N N
GS
N �
Ln 00
O O
N
69
M
O
N
O
M
O�
M
EA
r3'
M
N
00
00
O
M
M
6/3
00
O
M
O
M
O
M
G6
M
M
O
O�
5NR
r-I
Nt
O�
O
M
N
64
� o
� U
N
� O
sr
U
M
o�
Ln
N
110
Lr)
00
00
dam'
O
N
m
ti0
M
a\
V'i
M
00
d
\O
t--
r--
d
00
6R
�O
Ile
1p
to
L
M
110
Lr)
00
00
Vl
00
00
M
M
-
�O
'et
M
00
d
\O
t--
r--
d
00
64
�O
�
1p
to
V)
M
110
Lr)
00
00
00
00
00
N
M
-
�O
'et
M
00
d
\O
t--
r--
d
00
os
�O
V-j
Ln
M
l—
a1
C)
't
M
N
Vl
00
00
N
M
-
�O
'et
00
N
O
00
d
-
C
�O
00
It
M
l—
a1
M
N
M
Q\
Vl
00
00
N
M
M
�O
'et
O
Ln
d
-
00
�O
00
—
Ln
69
6F3
U
vi bA
V-j
-N
'L7
�i
N �
0
Q U U
a�
U
C�
-'r
o
00
00
00
00
M
N
N
00
N
M
M
�O
'et
'd'
0,0
U
O
M
M
M
l-�
6F3
U
vi bA
M
Os
6R
en
�
�
N
kn
M
Q
m
c�
M
d
M
M
O
N
P4
00
M
M
l�
M
69
Ge
C�
Q1
l—
00
M
M
N
N
N
M
N
M
'et
N
0,0
U
00
et
M
M
l�
6F3
U
vi bA
M
6R
6F}
-
O
Q
m
c�
M
d
M
M
O
N
P4
N
GO)
Gn
ONO
N
N
69
N
Q1
00
M
M
N
O0
N
O
4.1
'et
0,0
U
M
cd
6F3
00
m
N°
O
crl
O
4.1
0,0
U
cd
w
c7
U
vi bA
at
p.,
O
-
U
Q
m
c�
P4
00
m
N°
O
crl
RISK FACTORS
Wastewater System Demand
There can be no assurance that the demand for wastewater services will occur as
described in this Official Statement. Reduction in levels of demand could require an increase in
rates or charges to comply with the covenants to fix rates and charges.
Wastewater System Expenses
There can be no assurance that the City's expenses will be consistent with the
descriptions in this Official Statement. Increases in expenses could require an increase in rates
or charges to comply with the rate covenant.
Regulatory Requirements
The operations of the Wastewater System are subject to state and federal laws and
regulations, particularly with respect to water quality discharge requirements. The adoption of
more stringent laws or regulations may cause the City to incur greater expenses for the operation
of the Wastewater System. No assurance can be given that the costs of complying with any such
new laws or regulations will not adversely affect the City's ability to generate sufficient Net
Revenues in the amounts or on the schedule required by the Indenture.
Natural Disasters
General. From time to time, the service area of the City is subject to natural calamities
that may adversely affect economic activity in the City, which could have a negative impact on
Wastewater System finances. There can be no assurance that the occurrence of any natural
calamity would not cause substantial damage to the Wastewater System, or that the City would
have insurance or other resources available to make repairs to the Wastewater System in order to
generate sufficient Net Revenues to pay debt service on the 2017 Bonds when due. The casualty
and liability insurance maintained by the City may not cover damages and losses to the
Wastewater System due to earthquake, fire or flood.
Seismic. The following information is excerpted from the City's General Plan 2025 (May
2008), revised on January 11, 2012. Two active faults - the San Andreas Fault and the
Healdsburg- Rodgers Creek Fault - can be expected to affect the City. The major fault zones of
the San Andreas Fault System have been the source of almost all the earthquakes felt in the City
and are expected to be the sources of future earthquakes. The United Stated Geological Survey
has concluded that there is a 62% probability of a strong earthquake striking the San Francisco
Bay region within the 30 -year period between 2003 and 2032. During this time frame, the
probability of having a large earthquake (magnitude 6.7 or greater) generated from the
Healdsburg- Rodgers Creek Fault is estimated at about 27% and 21% percent for the San Andreas
Fault. Potential hazards related to major earthquakes include ground shaking, surface rupture
along the fault zone, and related secondary ground failures. Typical seismically- induced ground
failures include liquefaction, lateral spreading, ground lurching, landslides, inundation, and
settlement.
23157181.4
31
mi
Flood. The following information is excerpted from the City's General Plan 2025 (May
2008), revised on January 11, 2012. , The City sits within the 113 square -mile Petaluma River
watershed. Floods in the Petaluma River Basin are normally of short duration, lasting 3 to 4
days, or less. Tributaries of the Petaluma River can begin to rise within hours after a heavy storm
event has begun if antecedent soil moisture content is already high. Typically floods occur
between December and March. Flooding has taken place in the City, to the extent that at least
some street flooding occurs, on average once per year over the past 20 years. Recent significant
flooding events (meaning street and property flooding) have occurred in the City in 1982, 1983,
1986, 1995, 1996, 1998, and 2005. The largest flood of record in the City occurred from January
3 through 5, 1982. A significant flood event occurred on December 30 -31, 2005, over - taxing
both piped and open channel systems. Including the Petaluma River. There are approximately 18
miles of channels that have been studied in detail by the Federal Emergency Management
Agency ( "FEMA ") within the City. Based on the historic records of flood events and the detail to
which streams have been studied and floodplains delineated within the City by FEMA, it is clear
that flooding is a significant problem. The Treatment Plant is built above the base flood elevation
and is not expected to incur any damage or interruption in service during significant flood events.
The plant is built to operate during a 100 -year flood event affecting the City. Major
improvements to pumping stations are either currently underway or in the capital improvement
program to meet similar operational standards.
Wildfire. The City and its Fire Department do not consider wildfire to be likely to
negatively impact the Net Revenues of the Wastewater System. There is no historical knowledge
of a wildfire affecting the site of the Treatment Plant. However, the City maintains the following
precautionary measures in place: sufficient separation of critical facilities from grassland;
hardscape or irrigated low -level landscaping adjacent to the facility itself, fire suppression
systems and adequate fire hydrants placed throughout the facility, and trained staff to respond to
any fire related emergency.
Limited Recourse on Default
If the City defaults on its obligation to make the debt service payments under the
Indenture, the Trustee has the right to accelerate the total unpaid principal amount of such
payments. However, in the event of a default and such acceleration there can be no assurance
that the City will have sufficient funds to pay the accelerated payments.
Proposition 218
General. An initiative measure entitled the "Right to Vote on Taxes Act" (the
"Initiative ") was approved by the voters of the State of California at the November 5, 1996
general election. The Initiative added Article XIIIC and Article XIIID to the California
Constitution. According to the "Title and Summary" of the Initiative prepared by the California
Attorney General, the Initiative limits "the authority of local governments to impose taxes and
property related assessments, fees and charges."
Article XIIID. Article XIIID defines the terms "fee" and "charge" to mean "any levy
other than an ad valorem tax, a special tax or an assessment, imposed by an agency upon a parcel
or upon a person as an incident of property ownership, including user fees or charges for a
property related service." A "property related service" is defined as "a public service having a
23157181.4
32
direct relationship to property ownership." Article XIIID further provides that reliance by an
agency on any parcel map (including an assessor's parcel map) may be considered a significant
factor in determining whether a fee or charge is imposed as an incident of property ownership.
Article XIIID requires that any agency imposing or increasing any property - related fee or
charge must provide written notice thereof to the record owner of each identified parcel upon
which such fee or charge is to be imposed and must conduct a public hearing with respect
thereto. The proposed fee or charge may not be imposed or increased if a majority of owners of
the identified parcels file written protests against it. As a result, if and to the extent that a fee or
charge imposed by a local government for wastewater service is ultimately determined to be a
"fee" or "charge" as defined in Article XIIID, the local government's ability to increase such fee
or charge may be limited by a majority protest.
In addition, Article XIIID includes a number of limitations applicable to existing fees and
charges including provisions to the effect that: (a) revenues derived from the fee or charge may
not exceed the funds required to provide the property- related service; (b) such revenues may not
be used for any purpose other than that for which the fee or charge was imposed; (c) the amount
of a fee or charge imposed upon any parcel or person as an incident of property ownership may
not exceed the proportional cost of the service attributable to the parcel; (d) no such fee or charge
may be imposed for a service unless that service is actually used by, or immediately available to,
the owner of the property in question. Property related fees or charges based on potential or
future use of a service are not permitted; and (e) no fee or change may be imposed for general
governmental purposes.
Based upon the California Court of Appeal decision in Howard Jarvis Taxpayers
Association v. City of Los Angeles, 85 Cal. App. 4th 79 (2000), which was denied review by the
State Supreme Court, it was generally believed that Article XIIID did not apply to charges for
water services that are "primarily based on the amount consumed" (i.e., metered water rates),
which had been held to be commodity charges related to consumption of the service, not
property ownership. The Supreme Court stated in Bighorn- Desert View Water Agency v. Verjil,
39 Cal. 4th 205 (2006) (the "Bighorn Case "), however, that fees for ongoing water service
through an existing connection were property - related fees and charges. The Supreme Court
specifically disapproved the holding in Howard Jarvis Taxpayers Association v. City of Los
Angeles that metered water rates are not subject to Proposition 218. The City has complied with
the notice and public hearing requirements of Article XIIID in establishing Wastewater System
rates and charges.
Article XIIIC.' Article XIIIC provides that the initiative power may not be prohibited or
otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge and
that the power of initiative to affect local taxes, assessments, fees and charges is applicable to all
local governments. Article XIIIC does not define the terms "local tax," "assessment," "fee" or
"charge," so it was unclear whether the definitions set forth in Article XIIID referred to above
are applicable to Article XIIIC. Moreover, the provisions of Article XIIIC are not expressly
limited to local taxes, assessments, fees and charges imposed after November 6, 1996. On July
24, 2006, the Supreme Court held in the Bighorn Case that the provisions of Article XIIIC
included rates and fees charged for domestic water use. In the decision, the Court noted that the
decision did not address whether an initiative to reduce fees and charges could override statutory
rate setting obligations. In any event, the City does not believe that Article XIIIC grants to the
23157181.4
33
voters within the City the power to repeal or reduce rates and charges for the wastewater service
in a manner which would be inconsistent with the contractual obligations of the City. However,
there can be no assurance of the availability of particular remedies adequate to protect the
beneficial owners of the 2017 Bonds. Remedies available to beneficial owners of the 2017
Bonds in the event of a default by the City are dependent upon judicial actions which are often
subject to discretion and delay and could prove both expensive and time consuming to obtain.
So long as the 2017 Bonds are held in book -entry form, DTC (or its nominee) will be the sole
registered owner of the 2017 Bonds and the rights and remedies of the Bond Owners will be
exercised through the procedures of DTC.
Limitations on Remedies
The ability of the City to comply with its covenants under the Indenture and to generate
Net Revenues sufficient to pay principal of and interest on the 2017 Bonds may be adversely
affected by actions and events outside of the control of the City, and may be adversely affected
by actions taken (or not taken) by voters, property owners, taxpayers or payers of assessments,
fees and charges. See "- Constitutional Limitations on Appropriations and Fees" below.
Furthermore, any remedies available to the Owners of the 2017 Bonds upon the occurrence of an
Event of Default under the Indenture are in many respects dependent upon judicial actions,
which are often subject to discretion and delay and could prove both expensive and time
consuming to obtain.
In addition to the limitations on Bond Owner remedies contained in the Indenture, the
rights and obligations under the 2017 Bonds and the Indenture may be 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 hereafter in effect; usual equity principles which may limit the specific
enforcement under State law of certain remedies; the exercise by the United States of America of
the powers delegated to it by the Federal Constitution; and the reasonable and necessary
exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the
State of California and its governmental bodies in the interest of serving a significant and
legitimate public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or
state government, if initiated, could subject the Owners of the 2017 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.
Constitutional Limitations on Appropriations and Fees
Under Article XIIIB of the California Constitution, as amended, state and local
government entities have an annual "appropriations limit" which limits their ability to spend
certain moneys called "appropriations subject to limitation," which consist of tax revenues,
certain state subventions and certain other moneys, including user charges to the extent they
exceed the costs reasonably borne by the entity in providing the service for which it is levying
the charge. The City is of the opinion that the user charges of the Wastewater System imposed
by the City do not exceed the costs the City reasonably bears in providing the Wastewater
Service. In general terms, the "appropriations limit" is to be based on certain 1978/79
expenditures, and is to be adjusted annually to reflect changes in the consumer price index,
population, and services provided by these entities. Among other provisions of Article XIIIB, if
23157181.4
34
an entity's revenues in any year exceed the amount permitted to be spent, the excess would have
to be returned by revising tax rates or fee schedules over the subsequent two years.
Future Initiatives
Articles XIIIB, XIIIC and XIIID were adopted as measures that qualified for the ballot
pursuant to California's initiative process. From time to time other initiatives have been and
could be proposed and adopted affecting the Wastewater System's revenues or ability to increase
revenues. Neither the nature and impact of these measures nor the likelihood of qualification for
ballot or passage can be anticipated by the City.
One such initiative, recently approved by the electorate at the November 2, 2010 election,
is Proposition 26. The initiative would impose a two - thirds voter approval requirement for the
imposition of fees and charges by the State. It would also impose 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 Proposition 13, approved in 1978, and other measures 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 cost to the [State /local
government] of providing the service or product to the payor." The City believes that the
initiative is not intended to and would not apply to fees for utility services charged by the City.
The City, however, is unable to predict whether Proposition 26 will be interpreted by the courts
to apply to the provision of utility services by local governments such as the City.
CONTINUING DISCLOSURE
The City has covenanted for the benefit of owners of the 2017 Bonds to provide certain
financial information and operating data relating to the City by not later than eight months after
the end of the City's fiscal year (presently June 30) in each year commencing with its report for
the fiscal year ended June 30, 2017 (the "Annual Report") and to provide notices of the
occurrence of certain enumerated events. The Annual Report will be filed by the Dissemination
Agent on behalf of the City with the Municipal Securities Rulemaking Board (the "MSRB ").
The notices of enumerated events will be filed by the Dissemination Agent on behalf of the City
or by the City with the MSRB. These covenants have been made in order to assist the
Underwriters in complying with Securities and Exchange Commission Rule 15c2 -12. The
specific nature of the information to be contained in the Annual Report and the enumerated
events is summarized in APPENDIX F — "FORM OF CONTINUING DISCLOSURE
AGREEMENT."
LEGAL OPINIONS
Legal matters incident to the authorization and issuance of the 2017 Bonds are subject to
the approving opinion of Jones Hall, A Professional Law Corporation, San Francisco, California,
Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the
City by the City Attorney and for the City by Norton Rose Fulbright US LLP, Disclosure
23157181.4
35 / �
Counsel. The compensation of Bond Counsel, Disclosure Counsel and the Municipal Advisor for
this issue is contingent on the successful sale of the 2017 Bonds.
TAX MATTERS
[bond counsel to update as necessary]
Federal Tax Law. In the opinion of Jones Hall, A Professional Law Corporation, San
Francisco, California, Bond Counsel, subject, however to certain qualifications set forth below,
under existing law, the interest on the 2017 Bonds is excluded from gross income for federal
income tax purposes, and such interest is not an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations, provided, however, that, for
the purpose of computing the alternative minimum tax imposed on corporations (as defined for
federal income tax purposes), such interest is taken into account in determining certain income
and earnings.
The opinions set forth in the preceding sentence are subject to the condition that the City
comply with all requirements of the Internal Revenue Code of 1986 (the "Tax Code ") that must
be satisfied subsequent to the issuance of the 2017 Bonds in order that such interest be, or
continue to be, excluded from gross income for federal income tax purposes. The City has
covenanted to comply with each such requirement. Failure to comply with certain of such
requirements may cause the inclusion of such interest in gross income for federal income tax
purposes to be retroactive to the date of issuance of the 2017 Bonds.
If the initial offering price to the public (excluding bond houses and brokers) at which a
2017 Bond is sold is less than the amount payable at maturity thereof, then such difference
constitutes "original issue discount" for purposes of federal income taxes and State of California
personal income taxes. If the initial offering price to the public (excluding bond houses and
brokers) at which each 2017 Bond is sold is greater than the amount payable at maturity thereof,
then such difference constitutes "original issue premium" for purposes of federal income taxes
and State of California personal income taxes. De minimis original issue discount and original
issue premium is disregarded. Owners of 2017 Bonds with original issue discount or original
issue premium, including purchasers who do not purchase in the original offering, should consult
their own tax advisors with respect to federal income tax and State of California personal income
tax consequences of owning such 2017 Bonds.
State Tax Law. In the further opinion of Bond Counsel, interest on the 2017 Bonds is
exempt from California personal income taxes.
General. Owners of the 2017 Bonds should also be aware that the ownership or
disposition of, or the accrual or receipt of interest on, the 2017 Bonds may have federal or state
tax consequences other than as described above. Bond Counsel expresses no opinion regarding
any federal or state tax consequences arising with respect to the 2017 Bonds other than as
expressly described above.
Form of Proposed Opinion. The form of the proposed opinion of Bond Counsel is
attached as Appendix E.
23157181.4
36
NO LITIGATION
There is no action, suit, or proceeding known by the City to be pending or threatened at
the present time restraining or enjoining the delivery or in any way contesting or affecting the
validity of the 2017 Bonds, the Indenture or the proceedings of the City taken with respect to the
execution or delivery thereof.
RATINGS
S &P Global Ratings, a Standard & Poor's Financial Services LLC business ( "S &P ") has
assigned the 2017 Bonds a rating of ." Such rating reflects only the views of such
organization and any desired explanation of the significance of such rating should be obtained
from S &P, at the following address: Standard & Poor's Ratings Services, 55 Water Street, New
York, New York 10041. The City has furnished to S &P certain materials and information with
respect to the City and the 2017 Bonds. Generally, a rating agency bases its ratings on the
information and materials furnished to it and on investigations, studies and assumptions of its
own. There is no assurance such ratings will continue for any given period of time or that such
ratings will not be revised downward or withdrawn entirely by the rating agency, if in the
judgment of such rating agency, circumstances so warrant. The City and the Municipal Advisor
undertake no responsibility to oppose any such proposed revision or withdrawal. Any such
downward change in or withdrawal of any rating mightt have an adverse effect on the market
price or marketability of the 2017 Bonds.
MUNICIPAL ADVISOR
The City has retained Steven Gortler as municipal advisor to the City (the "Municipal
Advisor ") in connection with the issuance of the 2017 Bonds. The Municipal Advisor has not
been engaged, nor has it undertaken, to audit, authenticate or otherwise verify the information set
forth in this Official Statement, or any other related information available to the City, with
respect to accuracy and completeness of disclosure of such information. The Municipal Advisor
has reviewed this Official Statement but makes no guaranty, warranty or other representation
respecting accuracy and completeness of the information contained in this Official Statement.
UNDERWRITING
(the "Underwriter ") has agreed, subject to certain customary conditions
precedent to closing, to purchase the 2017 Bonds from the City a price equal to $
(which equals the principal amount of the 2017 Bonds, less an underwriting discount of
$ , plus a [net] original issue premium of $ ).
The Underwriter intends to offer the 2017 Bonds to the public initially at the prices set
forth on the inside cover page of this Official Statement, plus accrued interest from the dated
date of the 2017 Bonds to their date of delivery, which prices may subsequently change without
any requirement of prior notice. The Underwriter reserves the right to join with dealers and other
underwriters in offering the 2017 Bonds to the public. The Underwriter may offer and sell the
2017 Bonds to certain dealers (including dealers depositing 2017 Bonds into investment trusts) at
23157181.4
37
U
prices lower than the public offering prices, and such dealers may re -allow any such discounts on
sales to other dealers.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The Verification Agent will verify the accuracy of (i) mathematical computations
concerning the adequacy of the maturing principal amounts of and interest earned on the
Defeasance Securities deposited in the Escrow Fund, together with amounts held as cash therein,
to provide for payment of the Redemption Price of the Refunded Bonds on the Redemption Date
and (ii) certain mathematical computations supporting the conclusion that the 2017 Bonds are
not "arbitrage bonds" under the Code, which will be used in part by Bond Counsel to be
delivered at the closing of the 2017 Bonds in concluding that interest on the 2017 Bonds is
excluded from gross income of the Owners thereof for federal income tax purposes under present
laws, including applicable provisions of the Code, existing court rulings, regulations and Internal
Revenue Service rulings.
The report of the Verification Agent will include the statement that the scope of its
engagement was limited to verifying the mathematical accuracy of the computations contained in
such schedules provided to it and that the Verification Agent has no obligation to update its
report because of events occurring, or data or information coming to its attention, after the date
of its report.
MISCELLANEOUS
Any statement in this Official Statement involving matters of opinion, whether or not
expressly so stated, are intended as such and not as representations of fact. This Official
Statement is not to be construed as a contract or agreement between the City and the purchasers
or Holders of any of the 2017 Bonds.
The preparation and distribution of this Official Statement has been duly authorized by
the City.
CITY OF PETALUMA
I:
City Manager
23157181.4
38
APPENDIX A
THE CITY OF PETALUMA
23157181.4 A -1
11 �°'
APPENDIX B
AUDITED FINANCIAL STATEMENTS
OF THE CITY OF PETALUMA AS OF JUNE 30, 2016
23157181.4 B-1
23157181.4
APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
C -1
-71-1
APPENDIX D
BOOK -ENTRY SYSTEM
The information in this Appendix D concerning DTC and its book -entry system has been obtained
from sources that the City believe to be reliable, but the City take no responsibility for the accuracy
thereof.
General
The Depository Trust Company ( "DTC "), New York, NY, will act as securities depository for the
2017 Bonds. The 2017 Bonds will be issued as fully- registered securities registered in the name of Cede
& Co. (DTC's partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One fully- registered bond certificate will be issued for each maturity of the 2017
Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC.
DTC 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 (fiom 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 has Standard & Poor's rating of "AA +." The
DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.orc. The information on such website is not
incorporated by reference herein.
Purchases of 2017 Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the 2017 Bonds on DTC's records. The ownership interest of each actual
purchaser of each 2017 Bond (`Beneficial Owner ") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their
purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of
the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the
2017 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interests in 2017 Bonds, except in the event that use of the book -entry system for the 2017
Bonds is discontinued.
23157181.4 D-1
To facilitate subsequent transfers, all 2017 Bonds deposited by Direct Participants with DTC are
registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be
requested by an authorized representative of DTC. The deposit of 2017 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 2017 Bonds; DTC's records
reflect only the identity of the Direct Participants to whose accounts such 2017 Bonds are credited, which
may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the 2017 Bonds within an issue are
being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
2017 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under
its usual procedures, DTC mails an Omnibus Proxy 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 2017 Bonds are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
Principal, premium, if any, and interest payments on the 2017 Bonds will be made to Cede & Co.,
or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to
credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information
from the City or the Trustee, on a payable date in accordance with their respective holdings shown on
DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant and not of DTC nor its
nominee, the Trustee, or the City, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of principal, premium, if any, and interest payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the responsibility of the
City or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct
and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the 2017 Bonds at any
time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a
successor depository is not obtained, bond certificates are required to be printed and delivered.
The City may decide to discontinue use of the system of book -entry transfers through DTC (or a
successor securities depository). In that event, bond certificates will be printed and delivered.
23157181.4 D -2
23157181.4
APPENDIX E
FORM OF BOND COUNSEL OPINION
E -1
n
APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
23157181.4
l�
Jones Hall, A Professional Law Corporation
Attachment 5
Draft of Mar. 28, 2017
IiIII :I U VIN 04112t311611
between the
CITY OF PETALUMA
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Dated as of 1, 2017
Relating to
City of Petaluma
2017 Wastewater Revenue Refunding Bonds
TABLE OF CONTENTS
-i-
ARTICLE I
Definitions; Rules of Construction
SECTION1.01.
Definitions ........................................................................................... ..............................2
SECTION1.02.
Authorization ..................................................................................... ............................... 2
SECTION1.03.
Interpretation ..................................................................................... ............................... 2
ARTICLE II:
Issuance of Bonds:
SECTION 2.01.
Authorization and Purpose of Bonds ............................................ ............................... 2
SECTION2.02.
Terms of the Bonds .......................................................................... ............................... 3
SECTION2.03.
Redemption of Bonds ...................................................................... ...............................
4
SECTION2.04.
Book Entry System ........................................................................... ...............................
7
SECTION 2.05.
Form and Execution of Bonds ........................................................ ...............................
9
SECTION 2.06.
Transfer and Exchange of Bonds .................................................. ...............................
9
SECTION 2.07.
Registration Books ........................................................................... .............................10
SECTION 2.08.
Bonds Mutilated, Lost, Destroyed or Stolen ................................. .............................10
ARTICLE III
ISSUE OF BONDS; PARITY DEBT
SECTION3.01.
Issuance of Bonds .......................................................................... ...............................
11
SECTION 3.02.
Deposit and Application of Proceeds; Transfer of Funds .......... .............................11
SECTION 3.03.
Costs of Issuance Fund ................................................................. ...............................
11
SECTION 3.04.
Issuance of Parity Debt ................................................................. ...............................
11
SECTION3.05.
State Loans ....................................................................................... .............................12
SECTION3.06.
Validity of Bonds ............................................................................... .............................12
ARTICLE IV
Revenues; Flow Of Funds
SECTION 4.01.
Pledge of Net Revenues ................................................................. .............................12
SECTION 4.02.
Receipt, Deposit and Application of Net Revenues .................... .............................12
SECTION 4.03.
Establishment of Rate Stabilization Fund .................................. ...............................
13
SECTION4.04.
Investments ....................................................................................... .............................14
SECTION 4.05.
Valuation and Disposition of Investments .................................... .............................15
ARTICLE V:
Financial Covenants
SECTION 5.01.
Punctual Payment; Compliance With Documents ...................... .............................16
SECTION 5.02.
Discharge of Cl aims ......................................................................... .............................16
SECTION 5.03.
Operation of Wastewater System in Efficient and Economical
Manner............................................................................................. .............................16
SECTION 5.04.
Sale or Eminent Domain of Wastewater System ........................ .............................16
SECTION5.05.
Insurance ........................................................................................... .............................16
SECTION 5.06.
Records and Accounts .................................................................. ...............................
17
SECTION 5.07.
Rates and Charges .......................................................................... .............................17
SECTION 5.08.
Superior and Subordinate Obligations .......................................... .............................18
SECTION 5.09.
Tax Covenants Relating to Bonds ................................................. .............................18
SECTION5.10.
[Reserved] ....................................................................................... ...............................
18
SECTION 5.11.
Continuing Disclosure ...................................................................... .............................18
SECTION 5.12.
Further Assurances .......................................................................... .............................19
ARTICLE VI:
-i-
APPENDIX A: DEFINITIONS
APPENDIX B: FORM OF BOND
-n-
The Trustee:
SECTION 6.01.
Duties, Immunities and Liabilities of Trustee ............................. ...............................
19
SECTION 6.02.
Merger or Consolidation ................................................................ ...............................
21
SECTION 6.03.
Rights and Liabilities of Trustee ................................................... ...............................
21
SECTION 6.04.
Right to Rely on Documents ......................................................... ...............................
23
SECTION 6.05.
Preservation and Inspection of Documents ............................... ...............................
24
SECTION 6.06.
Compensation and Indemnification ............................................... .............................24
SECTION 6.07.
Accounting Records and Financial Statements ........................ ...............................
24
ARTICLE VII:
Modification and Amendment of this Indenture:
SECTION 7.01.
Amendments Permitted ................................................................. ...............................
25
SECTION 7.02.
Effect of Supplemental Indenture ................................................ ...............................
26
SECTION 7.03.
Endorsement or Replacement of Bonds After Amendment .... ...............................
26
SECTION 7.04.
Amendment by Mutual Consent .................................................. ...............................
26
SECTION 7.05.
Trustee's Reliance .......................................................................... ...............................
26
ARTICLE VIII:
Events of Default and Remedies of Bond Owners:
SECTION 8.01.
Events of Default and Acceleration of Maturities ...................... ...............................
27
SECTION 8.02.
Application of Funds Upon Acceleration .................................... ...............................
28
SECTION 8.03.
Power of Trustee to Control Proceedings .................................. ...............................
28
SECTION 8.04.
Limitation on Owners' Right to Sue ............................................. ...............................
29
SECTION8.05.
Non - waiver ........................................................................................ .............................29
SECTION 8.06.
Actions by Trustee as Attorney -in -Fact ...................................... ...............................
30
SECTION 8.07.
Remedies Not Exclusive ............................................................... ...............................
30
ARTICLE IX:
Miscellaneous:
SECTION 9.01.
Limited Liability of City ................................................................... ...............................
30
SECTION 9.02.
Benefits of Indenture Limited to Parties ...................................... ...............................
31
SECTION 9.03.
Defeasance of Bonds .................................................................... ...............................
31
SECTION 9.04.
Execution of Documents and Proof of Ownership by Owners ...............................
32
SECTION 9.05.
Disqualified Bonds ......................................................................... ...............................
32
SECTION 9.06.
Waiver of Personal Liabil ity .......................................................... ...............................
32
SECTION 9.07.
Destruction of Canceled Bonds ................................................... ...............................
33
SECTION 9.08.
Funds and Accounts ...................................................................... ...............................
33
SECTION9.09.
Notices ............................................................................................. ...............................
33
SECTION 9.10.
Unclaimed Moneys ........................................................................ ...............................
33
SECTION 9.12.
Execution in Several Counterparts .............................................. ...............................
34
SECTION9.13.
Governing Law ................................................................................ ...............................
34
APPENDIX A: DEFINITIONS
APPENDIX B: FORM OF BOND
-n-
INDENTURE OF TRUST
This INDENTURE OF TRUST, dated as of 1, 2017, is between the CITY OF
PETALUMA, a charter city and municipal corporation organized and existing under the
Constitution and laws of the State of California (the "City "), and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., a national banking association organized and existing
under the laws of the United States of America, with a corporate trust office in San
Francisco, California, and being qualified to accept and administer the trusts hereby
created (the "Trustee ").
BACKGROUND:
1. The City has heretofore authorized, issued and sold $22,465,000 original
principal amount of its City of Petaluma 2011 Wastewater Revenue Refunding Bonds
(the "2011 Bonds ") pursuant to an Indenture of Trust dated as of February 1, 2011 (the
"2011 Indenture "), by and between the City and The Bank of New York Mellon Trust
Company, N.A., as trustee, which are presently outstanding in the principal amount of
$22,465,000.
2. Under the 2011 Indenture, the City has the right to redeem the 2011
Bonds on any date on or after May 1, 2021, at a redemption price equal to the principal
amount to be redeemed, plus accrued interest to the date fixed for redemption, without
premium.
3. The City wishes at this time to refinance the 2011 Bonds in accordance
with the 2011 Indenture, and in order to provide funds for that purpose, the City Council
of the City has authorized the issuance of the City of Petaluma 2017 Wastewater
Revenue Refunding Bonds in the aggregate principal amount of $ (the
"Bonds ") under the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of
Title 5 of the California Government Code, commencing with Section 53570 of said
Code (the "Bond Law ").
4. The City has previously entered into an Interagency Sales Agreement
(No. 05- 803 - 550 -0) with the State Water Resources Control Board in 2006, and
amended as of October 17, 2007, in the maximum principal amount of $125,964,254
(the "SRF Loan ").
5. The Bonds will be secured by a pledge of and lien on the Net Revenues
derived by the City from the operation of its Wastewater System, on parity with the SRF
Loan.
6. In order to provide for the authentication and delivery of the Bonds, to
establish and declare the terms and conditions upon which the Bonds are to be issued
and secured and to secure the payment of the principal thereof and of the interest and
premium, if any, thereon, the City Council of the City has authorized the execution of this
Indenture.
AGREEMENT:
In order to secure the payment of the principal of and the interest on all the
Bonds under this Indenture according to their tenor, and to secure the performance and
observance of all the covenants and conditions therein and herein set forth, and to
declare the terms and conditions upon and subject to which the Bonds are'to be issued
and received, and in consideration of the premises and of the mutual covenants herein
contained and of the purchase and acceptance of the Bonds by the Owners thereof, and
for other valuable considerations, the receipt of which is hereby acknowledged, the City
and the Trustee hereby covenant and agree with one another, for the benefit of the
respective Owners from time to time of the Bonds, as follows:
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
SECTION 1.01. Definitions. Unless the context clearly otherwise requires or
unless otherwise defined herein, the capitalized terms defined in Appendix A attached to
this Indenture have the respective meanings specified in Appendix A when used in this
Indenture.
SECTION 1.02. Authorization. Each of the parties hereby represents and
warrants that it has full legal authority and is duly empowered to enter into this Indenture,
and has taken all actions necessary to authorize the execution hereof by the officers and
persons signing it.
SECTION 1.03. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular
include the plural and vice versa and the use of the neuter, masculine, or feminine
gender is for convenience only and include the neuter, masculine or feminine gender, 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 do not affect
the meaning, construction or effect hereof.
(c) All references herein to "Articles," "Sections" and other subdivisions are to
the corresponding Articles, Sections or subdivisions of this Indenture; the words "herein,"
"hereof," "hereby," "hereunder" and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or subdivision hereof.
/_1NIINI All
ISSUANCE OF BONDS
SECTION 2.01. Authorization and Purpose of Bonds. The City has reviewed all
proceedings heretofore taken and has found, as a result of such review, and hereby
finds and determines that all things, conditions and acts required by law to exist, happen
-2-
E,
or be performed precedent to and in connection with the issuance of the Bonds do exist,
have happened and have been performed in due time, form and manner as required by
law, and the City is now duly empowered, under each and every requirement of law, to
issue the Bonds in the manner and form provided in this Indenture.
The City hereby authorizes the issuance of Bonds in the aggregate principal
amount of $ under the Bond Law for the purposes of providing funds to pay
and redeem the 2011 Bonds as set forth in the Escrow Agreement, and thereby
discharge the City's obligations under the 2011 Indenture. The Bonds are authorized
and issued under, and are subject to the terms of, this Indenture and the Bond Law. The
Bonds are designated the "City of Petaluma 2017 Wastewater Revenue Refunding
Bonds ".
SECTION 2.02. Terms of the Bonds. The Bonds are issuable in fully registered
form without coupons in denominations of $5,000 or any integral multiple thereof, so
long as no Bond has more than one maturity date. The Bonds will be dated as of the
Closing Date, and will mature on [May 1] in the years and in the respective principal
amounts and bear interest (calculated on the basis of a 360 -day year comprised of
twelve 30 -day months) at the respective rates per annum, as set forth in the following
table:
Maturity Date Principal Interest
(May 1) Amount Rate
$
Interest on the Bonds is payable from the Interest Payment Date next preceding
the date of authentication thereof unless:
(a) a Bond is authenticated on or before an Interest Payment Date and
after the close of business on the preceding Record Date, in which
event it will bear interest from such Interest Payment Date,
(b) a Bond is authenticated on or before the first Record Date, in which
event interest thereon will be payable from the Closing Date, or
(c) interest on any Bond is in default as of the date of authentication
thereof, in which event interest thereon will be payable from the
date to which interest has been paid in full, payable on each Interest
Payment Date.
Interest is payable on each Interest Payment Date to the persons in whose
names the ownership of the Bonds is registered on the Registration Books at the close
of business on the immediately preceding Record Date, except as provided below.
Interest on any Bond which is not punctually paid or duly provided for on any Interest
Payment Date is payable to the person in whose name the ownership of such Bond is
registered on the Registration Books at the close of business on a special record date
for the payment of such defaulted interest to be fixed by the Trustee, notice of which is
-3-
given to such Owner by first -class mail not less than 10 days prior to such special record
date.
The Trustee will pay interest on the Bonds by check of the Trustee mailed by first
class mail, postage prepaid, on each Interest Payment Date to the Owners of the Bonds
at their respective addresses shown on the Registration Books as of the close of
business on the preceding Record Date. At the written request of the Owner of Bonds in
an aggregate principal amount of at least $1,000,000, which written request is on file
with the Trustee as of any Record Date, the Trustee will pay interest on such Bonds on
each succeeding Interest Payment Date by wire transfer in immediately available funds
to such account of a financial institution within the United States of America as specified
in such written request, which written request will remain in effect until rescinded in
writing by the Owner. The Trustee will pay principal of the Bonds in lawful money of the
United States of America by check of the Trustee upon presentation and surrender
thereof at the Office of the Trustee.
SECTION 2.03. Redemption of Bonds.
(a) Optional Redemption. The Bonds maturing on or before May 1, 20_ are
not subject to redemption prior to their respective stated maturities. The Bonds maturing
on or after May 1, 20_ are subject to redemption prior to their respective stated maturity
dates, at the option of the City, from any source of available funds, in whole or in part, on
any date on or after May 1, 20_, at a redemption price equal to the principal amount to
be redeemed, plus accrued interest to the date fixed for redemption, without premium.
The City shall give written notice of any redemption of Bonds under this subsection (a) to
the Trustee at least 45 days prior to the date of redemption or such shorter time as shall
be acceptable to the Trustee.
(b) Sinking Fund Redemption.
(i) The Bonds maturing on May 1, 20_ are subject to mandatory
sinking fund redemption in part, by lot, on May 1 of each year in accordance with
the schedule set forth below. The Bonds so called for mandatory sinking fund
redemption will be redeemed at the principal amount to be redeemed, plus
accrued but unpaid interest, without premium.
Redemption Date Sinking Fund
(May 1) Amount
20 $
20
20_ (maturity)
(ii) The Bonds maturing on May 1, 20_ are subject to mandatory
sinking fund redemption in part, by lot, on May 1 of each year in accordance with
the schedule set forth below. The Bonds so called for mandatory sinking fund
redemption will be redeemed at the principal amount to be redeemed, plus
accrued but unpaid interest, without premium.
-4-
Redemption Date Sinking Fund
(Mav 1) Amount
20_
20
20
20_ (maturity)
If some but not all of the Bonds have been redeemed pursuant to Section
2.03(a), the total amount of all sinking account payments shall be reduced by the
aggregate principal amount of Bonds so redeemed to be allocated among such sinking
fund payments as determined by the City (notice of which determination shall be given
by the City to the Trustee).
(c) Extraordinary Redemption from Net Proceeds. The Bonds shall be
subject to extraordinary redemption prior to their respective stated maturities, as a whole
or in part on any date, as determined by the City, from Net Proceeds, upon the terms
and conditions of, and as provided for in Sections 5.04 or 5.05, as applicable, at a
Redemption Price equal to the principal amount of the Bonds to be redeemed, without
premium, plus accrued interest thereon to the date fixed for redemption. The City shall
give written notice of any redemption of Bonds under this subsection (c) to the Trustee at
least 45 days prior to the date of redemption or such shorter time as shall be acceptable
to the Trustee.
(d) Notice of Redemption. Unless waived by any Owner of Bonds to be
redeemed, notice of any redemption of Bonds shall be given, at the expense of the City,
by the Trustee, by mailing a copy of a redemption notice by first class mail at least 30
days and not more than 60 days prior to the date fixed for redemption to the Owner of
the Bond or Bonds to be redeemed at the address shown on the Bond Registration
Books; provided, that neither the failure to receive such notice nor any immaterial defect
in any notice shall affect the sufficiency of the proceedings for the redemption of the
Bonds.
(e) Contents of Notice. All notices of redemption shall be dated and shall
state:
(i) the redemption date,
(ii) the redemption price of the Bonds being redeemed (the
"Redemption Price "),
(iii) if fewer than all Outstanding Bonds are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the Bonds to be redeemed,
(iv) that on the redemption date the Redemption Price will become
due and payable with respect to each such Bond or portion thereof called for
redemption, and that interest with respect thereto shall cease to accrue from and
after said date, and
-5-
(v) the place or places where such Bonds are to be surrendered for
payment of the Redemption Price, which places of payment may include the
Office of the Trustee.
(f) Additional Notice. In addition to the foregoing notice, further notice shall
be given by the Trustee as set out below; provided, that, without limiting the proviso in
clause (d) above, no defect in said further notice nor any failure to give all or any portion
of such further notice shall in any manner defeat the effectiveness of a call for
redemption if notice thereof is given as above prescribed:
(i) Each further notice of redemption given hereunder shall contain
the information required above plus (A) the CUSIP numbers of all Bonds being
redeemed; (B) the stated interest rate with respect to each Bond being
redeemed; (C) the maturity date of each Bond being redeemed; and (D) any
other descriptive information needed to identify accurately the Bonds being
redeemed.
(ii) Each further notice of redemption shall be sent on the date notice
is mailed to Bond Owners by registered or certified mail or overnight delivery
service to all registered securities depositories then in the business of holding
substantial amounts of instruments of types comprising the Bonds.
(iii) Upon the payment of the Redemption Price of the Bonds being
redeemed, each check or other transfer of funds issued for such purpose shall
bear the CUSIP number identifying, by issue and maturity, the Bonds being
redeemed with the proceeds of such check or other transfer.
. (g) Rescission of Notice of Redemption. The City has the right to rescind any
notice of the redemption of Bonds given under Section 2.03(d) by written notice to the
Trustee on or prior to the date fixed for redemption. Any notice of optional redemption
shall be cancelled and annulled if for any reason funds will not be or are not available on
the date fixed for redemption for the payment in full of the Bonds then called for
redemption, and such cancellation shall not constitute an Event of Default. The City and
the Trustee have no liability to the Bond Owners or any other party related to or arising
from such rescission of notice of redemption. The Trustee shall mail notice of such
rescission of notice of redemption in the same manner as the original notice of
redemption was sent under Section 2.03.
(h) Deposit of Money. On or prior to any redemption date, the City shall
deposit with the Trustee an amount of money sufficient to pay the Redemption Price of
all the Bonds or portions of Bonds which are to be redeemed on that date.
(i) Consequences of Notice. Notice of redemption having been given as
aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption
date, become due and payable at the Redemption Price therein specified, and from and
after such date (unless the City shall default in the payment of the Redemption Price)
such Bonds or portions of Bonds shall cease to have interest accrue thereon. Upon
surrender of such Bonds for redemption in accordance with said notice, such Bonds
shall be paid by the Trustee at the Redemption Price. Installments of interest due on or
prior to the redemption date shall be payable as herein provided for payment of interest.
Upon surrender for any partial redemption of any Bond, there shall be prepared for the
In
Owner a new Bond or Bonds of the same maturity in the amount of the unredeemed
principal. All Bonds which have been redeemed shall be cancelled and destroyed by the
Trustee and shall not be redelivered.
0) Partial Redemption of Bonds. In the event only a portion of any Bond is
called for redemption, then upon surrender of such Bond redeemed in part only, the City
shall execute and the Trustee shall authenticate and deliver to the Owner, at the
expense of the City, a new Bond or Bonds, of the same series and maturity, of
authorized denominations in aggregate principal amount equal to the unredeemed
portion of the Bond or Bonds.
(k) Manner of Redemption. Whenever any Bonds are to be selected for
redemption, the Trustee shall determine, by lot, the numbers of the Bonds to be
redeemed, and shall notify the City thereof.
(1) Purchase of Bonds in lieu of Redemption. In lieu of redemption of any
Bonds pursuant to 2.03(b), amounts on deposit in the Redemption Account may also be
used and withdrawn by the City at any time for the purchase of such Bonds at public or
private sale as and when and at such prices (including brokerage and other charges and
including accrued interest) as the City may in its discretion determine. The par amount
of any of such Bonds so purchased by the City in any twelve -month period ending on
March 1 in any year shall be credited towards and shall reduce the par amount of such
Bonds required to be redeemed pursuant to Section 2.03(b) on the next succeeding
May 1.
All Bonds redeemed pursuant to this Section and all Bonds purchased by the
City pursuant to this subsection (1) shall be cancelled and destroyed pursuant to Section
9.07.
SECTION 2.04. Book Entry System.
(a) Original Delivery. The Bonds will be initially delivered in the form of a
separate single fully registered bond (which may be typewritten) for each maturity of the
Bonds: Upon initial delivery, the Trustee shall register the ownership of each Bond on
the Registration Books in the name of the Nominee. Except as provided in subsection
(c), the ownership of all of the Outstanding Bonds shall be registered in the name of the
Nominee on the Registration Books.
With respect to Bonds the ownership of which is registered in the name of the
Nominee, the City and the Trustee has no responsibility or obligation to any Depository
System Participant or to any person on behalf of which the Nominee holds an interest in
the Bonds. Without limiting the generality of the immediately preceding sentence, the
City and the Trustee has no responsibility or obligation with respect to "(i) the accuracy of
the records of the Depository, the Nominee or any Depository System Participant with
respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System
Participant or any other person, other than a Bond Owner as shown in the Registration
Books, of any notice with respect to the Bonds, (iii) the selection by the Depository of the
beneficial interests in the Bonds to be redeemed if the City elects to redeem the Bonds
in part, (iv) the payment to any Depository System Participant or any other person, other
than a Bond Owner as shown in the Registration Books, of any amount with respect to
principal, premium, if any, or interest on the Bonds or (v) any consent given or other
O�
action taken by the Depository as Owner of the Bonds. The City and the Trustee may
treat and consider the person in whose name each Bond is registered as the absolute
owner of such Bond for the purpose of payment of principal of and premium, if any, and
interest on such Bond, for the purpose of giving notices of matters with respect to such
Bond, for the purpose of registering transfers of ownership of such Bond, and for all
other purposes whatsoever. The Trustee shall pay the principal of and the interest and
premium, if any, on the Bonds only to the respective Owners or their respective
attorneys duly authorized in writing, and all such payments shall be valid and effective to
fully satisfy and discharge all obligations with respect to payment of principal of and
interest and premium, if any, on the Bonds to the extent of the sum or sums so paid. No
person other than a Bond Owner shall receive a Bond evidencing the obligation of the
City to make payments of principal, interest and premium, if any, under this Indenture.
Upon delivery by the Depository to the City of written notice to the effect that the
Depository has determined to substitute a new Nominee in its place, and subject to the
provisions herein with respect to Record Dates, such new nominee shall become the
Nominee hereunder for all purposes; and upon receipt of such a notice the City shall
promptly deliver a copy of the same to the Trustee.
(b) Representation Letter. In order to qualify the Bonds for the Depository's
book -entry system, the City shall execute and deliver to such Depository a letter
representing such matters as shall be necessary to so qualify the Bonds. The execution
and delivery of such letter shall not in any way limit the provisions of subsection (a)
above or in any other way impose upon the City or the Trustee any obligation
whatsoever with respect to persons having interests in the Bonds other than the Bond
Owners. Upon the written acceptance by the Trustee, the Trustee shall agree to take all
action reasonably necessary for all representations of the Trustee in such letter with
respect to the Trustee to at all times be complied with. In addition to the execution and
delivery of such letter, the City may take any other actions, not inconsistent with this
Indenture, to qualify the Bonds for the Depository's book -entry program.
(c) Transfers Outside Book -Entry System. If either (i) the Depository
determines not to continue to act as Depository for the Bonds, or (ii) the City determines
to terminate the Depository as such, then the City shall thereupon discontinue the book -
entry system with such Depository. In such event, the Depository shall cooperate with
the City and the Trustee in the issuance of replacement Bonds by providing the Trustee
with a list showing the interests of the Depository System Participants in the Bonds, and
by surrendering the Bonds, registered in the name of the Nominee, to the Trustee on or
before the date such replacement Bonds are to be issued. The Depository, by accepting
delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If,
prior to the termination of the Depository acting as such, the City fails to identify another
Securities Depository to replace the Depository, then the Bonds shall no longer be
required to be registered in the Registration Books in the name of the Nominee, but shall
be registered in whatever name or names the Owners transferring or exchanging Bonds
shall designate, in accordance with the provisions hereof.
If the City determines that it is in the best interests of the beneficial owners of the
Bonds that they be able to obtain certificated Bonds, the City may notify the Depository
System Participants of the availability of such certificated Bonds through the Depository.
In such event, the Trustee will issue, transfer and exchange Bonds as required by the
Depository and others in appropriate amounts; and whenever the Depository requests,
the Trustee and the City shall cooperate with the Depository in taking appropriate action
In
(i) to make available one or more separate certificates evidencing the Bonds to any
Depository System Participant having Bonds credited to its account with the Depository,
or (ii) to' arrange for another Securities Depository to maintain custody of a single
certificate evidencing such Bonds, all at the City's expense.
(d) Payments to the Nominee. Notwithstanding any other provision of this
Indenture to the contrary, so long as any Bond is registered in the name of the Nominee,
all payments with respect to principal of and interest and premium, if any, on such Bond
and all notices with respect to such Bond shall be made and given, respectively, as
provided in the letter described in subsection (b) of this Section or as otherwise
instructed by the Depository.
SECTION 2.05. Form and Execution of Bonds. The Bonds, the form of Trustee's
certificate of authentication, and the form of assignment to appear thereon, are set forth
in Appendix B attached hereto and by this reference incorporated herein, with necessary
or appropriate variations, omissions and insertions, as permitted or required by this
Indenture.
The City Manager of the City shall execute, and the Clerk of the City Council
shall attest each Bond. Either or both of such signatures may be made manually or may
be affixed by facsimile thereof. If any officer whose signature appears on any Bond
ceases to be such officer before the Closing Date, such signature will nevertheless be as
effective as if the officer had remained in office until the Closing Date. Any Bond may be
signed and attested on behalf of the City by such persons as at the actual date of the
execution of such Bond are the proper officers of the City, duly authorized to execute
debt instruments on behalf of the City, although on the date of such Bond any such
person was not an officer of the City.
Only those Bonds bearing a certificate of authentication in the form set forth in
Appendix B, manually executed and dated by the Trustee, are valid or obligatory for any
purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee is
conclusive evidence that such Bonds have been duly authenticated and delivered
hereunder and are entitled to the benefits of this Indenture.
SECTION 2.06. Transfer and Exchange of Bonds.
(a) Transfer. Any Bond may, in accordance with its terms, be transferred, upon
the Registration Books, by the person in whose name it is registered, in person or by a
duly authorized attorney of such person, upon surrender of such Bond to the Trustee at
its Office for cancellation, accompanied by delivery of a written instrument of transfer in a
form acceptable to the Trustee, duly executed. The Trustee shall collect any tax or other
governmental charge on the transfer of any Bonds under this Section 2.06. Whenever
any Bond or Bonds shall be surrendered for transfer, the City shall execute and the
Trustee shall authenticate and deliver to the transferee a new Bond or Bonds of like
series, interest rate, maturity and aggregate principal amount. The City shall ,pay the
cost of printing Bonds and any services rendered or expenses incurred by the Trustee in
connection with any transfer of Bonds. The Trustee may refuse to transfer, under the
provisions of this Section .2.06, either (a) any Bonds during the period 15 days prior to
the date established by the Trustee for the selection of Bonds for redemption, or (b) any
Bonds selected by the Trustee for redemption.
M
MIL
(b) Exchange. The Bonds may be exchanged at the Office of the Trustee for a
like aggregate principal amount of Bonds of other authorized denominations and of the
same series, interest rate and maturity. The Trustee shall collect any tax or other
governmental charge on the exchange of any Bonds under this subsection (b). The City
shall pay the cost of printing Bonds and any services rendered or expenses incurred by
the Trustee in connection with any exchange of Bonds. The Trustee may refuse to
exchange, under the provisions of this Section 2.06, either (a) any Bonds during the 15
days prior to the date established by the Trustee for the selection of Bonds for
redemption or (b) any Bonds selected by the Trustee for redemption.
SECTION 2.07. Registration Books. The Trustee will keep or cause to be kept, at
its Office, sufficient records for the registration and registration of transfer of the Bonds,
which must at all times during normal business hours, and upon reasonable notice, be
open to inspection by the City; and, upon presentation for such purpose, the Trustee
shall, under such reasonable regulations as it may prescribe, register or transfer or
cause to be registered or transferred, on the Registration Books, Bonds as hereinbefore
provided.
SECTION 2.08. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond is
mutilated, the City, at the expense of the Owner of such Bond, shall execute, and the
Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in exchange
and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the
Bond so mutilated. The Trustee shall cancel every mutilated Bond surrendered to it and
deliver such mutilated Bond to, or upon the order of, the City. If any Bond is lost,
destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the
Trustee and, if such evidence is satisfactory and if indemnity satisfactory to the Trustee
is given, the City, at the expense of the Owner, shall execute, and the Trustee shall
thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in substitution
for the Bond so lost, destroyed or stolen. The Trustee may require payment of a sum
not exceeding the actual cost of preparing each new Bond issued under this Section and
of the expenses which may be incurred by the Trustee in connection therewith. Any
Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost,
destroyed or stolen will constitute an original additional contractual obligation on the part
of the City whether or not the Bond so alleged to be lost, destroyed or stolen be at any
time enforceable by anyone, and shall be equally and proportionately entitled to the
benefits of this Indenture with all other Bonds issued under this Indenture.
Notwithstanding any other provision of this Section 2.08, in lieu of delivering a
new Bond for which principal has become due for a Bond which has been mutilated, lost,
destroyed or stolen, the Trustee may make payment of such Bond in accordance with its
terms upon receipt of indemnity satisfactory to the Trustee.
-10-
r
ISSUE OF BONDS; PARITY DEBT
SECTION 3.01. Issuance of Bonds. Upon, the execution and delivery of this
Indenture, the City shall execute and deliver Bonds in the aggregate principal amount of
$ to the Trustee and the Trustee shall authenticate and deliver the Bonds to
the Original Purchaser upon receipt of a Request of the City therefor.
SECTION 3.02. Deposit and Application of Proceeds; Transfer of Funds. On the
Closing Date, the Trustee shall apply the proceeds of the Bonds as follows:
(a) The Trustee shall deposit the amount of $ to the Costs
of Issuance Fund.
(b) The Trustee shall transfer the amount of $ ,
constituting the remainder of the Bond proceeds, to the Escrow Bank for the
payment and redemption of the 2011 Bonds pursuant to the Escrow Agreement.
SECTION 3.03. Costs of Issuance Fund. There is hereby established a separate
fund to be known as the "Costs of Issuance Fund ", to be held by the Trustee in trust.
The Trustee shall disburse moneys in the Costs of Issuance Fund from time to time to
pay Costs of Issuance upon submission of a Request of the City stating (a) the person to
whom payment is to be made, (b) the amounts to be paid, and (c) the purpose for which
the obligation was incurred; in each case together with a statement or invoice for each
amount requested thereunder. On 1, 2017, the Trustee shall transfer any
amounts remaining in the Costs of Issuance Fund to the Debt Service Fund to be
applied to pay a portion of the interest next coming due and payable on the Bonds.
SECTION 3.04. Issuance of Parity Debt. The City may issue Parity Debt in such
principal amount as it determines, subject to the following conditions precedent:
(a) No Event of Default (or no event with respect to which notice has
been given and which, once all notice of grace periods have
passed, would constitute an Event of Default) has occurred and is
continuing.
(b) The amount of Net Revenues, as shown by the books of the City for
the most recent completed Fiscal Year for which audited financial
statements of the City are available, or for any more recent
consecutive 12 -month period selected by the City, in either case
verified by an Accountant or a Financial Consultant or shown in the
audited financial statements of the City, plus, at the option of the
City any Additional Revenues, are at least equal to [125 %] of the
amount of Maximum Annual Debt Service coming due and payable
in the current or any future Fiscal Year with respect to the Bonds
and all Parity Debt then outstanding (including the Parity Debt then
proposed to be issued); and
(c) The City shall deliver to the Trustee a Certificate of the City
certifying, that the conditions precedent to the issuance of such
-11- 6�
Parity Debt set forth in the foregoing subsections of this Section
3.04 have been satisfied.
For purposes of calculating Net Revenues to demonstrate
compliance with paragraph (b) above, Gross Revenues shall not include
connection fees, transfers from the Rate Stabilization Fund, or interest
income on the Wastewater Fund received during the period for which
calculations of Net Revenues is being made.
SECTION 3.05. State Loans. The City may borrow money from the State and
incur State Loans, in addition to the SRF Loan, to finance improvements to the
Wastewater System. A State Loan may be treated as a Parity Debt for purposes of this
Indenture, so long as the City complies with Section 3.04 of this Indenture before
incurring said State Loan.
SECTION 3.06. Validity of Bonds. The recital contained in the Bonds that they
are issued under the Laws of the State of California is conclusive evidence of their
validity and of the regularity of their issuance.
ARTICLE IV
REVENUES; FLOW OF FUNDS
SECTION 4.01. Pledge of Net Revenues. The Bonds and all Parity Debt are
secured by a first pledge of and lien on all of the Net Revenues. In addition, the Bonds
are secured by a pledge of all of the moneys in the Debt Service Fund, including all
amounts derived from the investment of such moneys. The Bonds and any Parity Debt
are equally secured by a pledge, charge and lien upon the Net Revenues, without
priority for series, issue, number or date, and the payment of the interest on and
principal of the Bonds and Parity Debt shall be and are secured by an exclusive pledge,
charge and lien upon the Net Revenues. So long as any of the Bonds and Parity Debt
are Outstanding, the Net Revenues and such moneys may not be used for any other
purpose; except that out of the Net Revenues there may be apportioned such sums, for
such purposes, as are expressly permitted by Section 4.02.
SECTION 4.02, Receipt, Deposit and Application of Net Revenues.
(a) Establishment and Maintenance of Wastewater Fund. The City has
previously established the Wastewater Fund, which it will continue to hold and maintain
for the purposes and uses set forth herein. The City shall deposit all Gross Revenues in
the Wastewater Fund promptly upon the receipt thereof, and shall apply amounts in the
Wastewater Fund solely for the uses and purposes set forth herein and for the uses and
purposes set forth in any Parity Debt Documents.
(b) Application of Amounts in Wastewater Fund. In addition to transfers which
are required to be made for repayment of any Parity Debt, the City shall withdraw
amounts on deposit in the Wastewater Fund and apply such amounts at the times and
for the purposes, and in the priority, as follows:
-12-
0
(i) Operation and Maintenance Costs. The City shall apply amounts
on deposit in the Wastewater Fund to pay all Operation and
Maintenance Costs when due.
(ii) Debt Service Fund. On or before the 3rd Business Day preceding
each Interest Payment Date, so long as any Bonds remain
Outstanding hereunder, the City shall withdraw from the Wastewater
Fund and pay to the Trustee for deposit into the Debt Service Fund
(which the Trustee shall establish and hold in trust hereunder) an
amount which, together with other available amounts then on
deposit in the Debt Service Fund, is at least equal to the aggregate
amount of principal of and interest coming due and payable on the
Bonds on such Interest Payment Date.
The Trustee shall apply amounts in the Debt Service Fund solely for
the purpose of (A) paying the interest on the Outstanding Bonds
when due and payable (including accrued interest on any Bonds
purchased or redeemed hereunder), and (B) paying the principal of
the Bonds at the maturity thereof. Upon the payment of all
Outstanding Bonds, the Trustee shall transfer any moneys
remaining in the Debt Service Fund to the City for deposit into the
Wastewater Fund.
(c) Other Uses of Wastewater Fund. The City shall manage, conserve and
apply moneys in the Wastewater Fund in such a manner that all deposits required to be
made under this Section and under any Parity Debt Documents will be made at the
times and in the amounts so required.
So long as no Event of Default has occurred and is continuing, the City may at
any time use and apply moneys in the Wastewater Fund for any one or more of the
following purposes:
(i) the payment of any subordinate obligations or any unsecured
obligations;
(ii) the acquisition and construction of extensions and improvements to
the Wastewater System;
(iii) the payment or retirement of any of the Bonds or any other
obligations of the City relating to the Wastewater System; or
(iv) any other lawful purpose of the City relating to the Wastewater
System.
SECTION 4.03. Establishment of Rate Stabilization Fund. The City has
established a fund to be held by it and administered in accordance with this Section
4.03, for the purpose of stabilizing the rates and charges imposed by the City with
respect to the Wastewater System. From time to time the City may deposit amounts in
the Rate Stabilization Fund, from any source of legally available funds, including but not
limited to Net Revenues which are released from the pledge and lien which secures the
Bonds and any Parity Debt, as the City may determine.
-13-
01 ,,
The City may, but is not required to, withdraw from any amounts on deposit in the
Rate Stabilization Fund and deposit such amounts in the Wastewater Fund in any Fiscal
Year for the purpose of paying Debt Service coming due and payable in such Fiscal
Year. Amounts so transferred from the Rate Stabilization Fund to the Wastewater Fund
shall constitute Gross Revenues for such Fiscal Year (except as otherwise provided
herein), and shall be applied for the purposes of the Wastewater Fund. Amounts on
deposit in the Rate Stabilization Fund shall not be pledged to or otherwise secure the
Bonds or any Parity Debt. The City has the right at any time to withdraw any or all
amounts on deposit in the Rate Stabilization Fund and apply such amounts for any
lawful purposes of the City relating to the Wastewater System.
SECTION 4.04. Investments.
(a) Investment of Funds Held by City. All moneys in the Wastewater Fund and
the Rate Stabilization Fund shall be invested by the City from time to time in any
securities in which the City may legally invest funds subject to its control.
(b) Investment of Funds Held by Trustee. The Trustee shall invest moneys in
the funds and accounts held by it hereunder in Permitted Investments specified in the
Request of the City delivered to the Trustee at least two Business Days in advance of
the making of such investments. In the absence of any such direction from the City, the
Trustee shall invest any such moneys solely in Permitted Investments described in
clause (e) of the definition thereof; provided, however, that any such investment shall be
made by the Trustee only if, prior to the date on which such investment is to be made,
the Trustee shall have received a Request of the City specifying a specific money
market fund that satisfies the requirements of said paragraph in which such investment
is to be made and, if no such Request of the City is so received, the Trustee shall hold
such moneys uninvested.
(c) General Investment Provisions. Obligations purchased as an investment of
moneys in any fund or account shall be deemed to be part of such fund or account.
Whenever in this Indenture the City is required to transfer any moneys to the Trustee,
such transfer may be accomplished by transferring a like amount of Permitted
Investments. All interest or gain derived from the investment of amounts in any of the
funds or accounts held by the Trustee hereunder shall be retained in the respective fund
or account from which such investment was made. For purposes of acquiring any
investments hereunder, the Trustee may commingle funds held by it hereunder upon
receipt by the Trustee of the Request of the City. The Trustee or an affiliate may act as
principal or agent in the acquisition or disposition of any investment and may impose its
customary charges therefor. The Trustee has no liability for losses arising from any
investments made under this Section.
The City acknowledges that to the extent 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 specifically
waives receipt of such confirmations to the extent permitted by law. The Trustee will
furnish the City periodic transaction statements which include detail for all investment
transactions made by the Trustee hereunder.
-14-
16
The Trustee or any of its affiliates may act as sponsor, advisor or manager in
connection with any investments made by the Trustee hereunder.
SECTION 4.05. Valuation and Disposition of Investments.
(a) Except as otherwise provided in subsection (b) of this Section, the City
covenants that all investments of amounts deposited in any fund or account created by
or under this Indenture, or otherwise containing gross proceeds of the Bonds (within the
meaning of Section 148 of the Tax Code) shall be acquired, disposed of and valued (as
of the date that valuation is required by this Indenture or the Tax Code) at Fair Market
Value as such term is defined in subsection (d) below.
(b) Investments in funds or accounts (or portions thereof) that are subject to a
yield restriction under applicable provisions of the Tax Code shall be valued at cost
thereof (consisting of present value thereof within the meaning of Section 148 of the Tax
Code); provided that the City must inform the Trustee which funds are subject to a yield
restriction, and must provide the Trustee with any necessary valuation criteria or
formulae.
(c) Except as provided in the proceeding subsection (b), for the purpose of
determining the amount in any fund, the Trustee shall value Permitted Investments
credited to such fund at least annually at the Fair Market Value thereof, on [May 11 of
each year. The Trustee shall have no duty in connection with the determination of Fair
Market Value other than to follow: (i) its normal practices in the purchase, sale and
determining the value of Permitted Investments; and (ii) the investment directions of the
City. The Trustee may utilize and rely on computerized securities pricing services that
may be available to it, including those available through its regular accounting system. If
and as directed by the City in writing, the Trustee shall sell or present for redemption any
Permitted Investment so purchased by the Trustee whenever it is necessary to provide
moneys to meet any required payment, transfer, withdrawal or disbursement from the
fund to which such Permitted Investment is credited, and the Trustee has no liability or
responsibility for any loss resulting therefrom.
(d) For purposes of this Section 4.05, the term "Fair Market Value" means the
price at which a willing buyer would purchase the investment from a willing seller in a
bona fide, arm's length transaction (determined as of the date the contract to purchase
or sell the investment becomes binding) if the investment is traded on an established
securities market (within the meaning of Section 1273 of the Tax Code) and, otherwise,
the term "Fair Market Value" means the acquisition price in a bona fide arm's length
transaction (as referenced above) if (i) the investment is a certificate of deposit that is
acquired in accordance with applicable regulations under the Tax Code, (ii) the
investment is an agreement with specifically negotiated withdrawal or reinvestment
provisions and a specifically negotiated interest rate (for example, a guaranteed
investment contract, a forward supply contract or other investment agreement) that is
acquired in accordance with applicable regulations under the Tax Code, or (iii) the
investment is a United States Treasury Security -- State and Local Government Series
which is acquired in accordance with applicable regulations of the United States Bureau
of Public Debt.
-15-
e
ARTICLE V
FINANCIAL COVENANTS
SECTION 5.01. Punctual Payment; Compliance With Documents. The City shall
punctually pay or cause to be paid the interest and principal to become due with respect
to all of the Bonds in strict conformity with the terms of the Bonds and of this Indenture,
and will faithfully observe and perform all of the conditions, covenants and requirements
of this Indenture and all Supplemental Indentures.
SECTION 5.02. Discharge of Claims. The City covenants that in order to fully
preserve and protect the priority and security of the Bonds the City shall pay from the
Net Revenues and discharge all lawful claims for labor, materials and supplies furnished
for or in connection with the Wastewater System which, if unpaid, may become a lien or
charge upon the Net Revenues prior or superior to the lien of the Bonds and impair the
security of the Bonds. The City shall also pay, from the Net Revenues, all taxes and
assessments or other governmental charges lawfully levied or assessed upon or in
respect of the Wastewater System or upon any part thereof or upon any of the Net
Revenues therefrom.
SECTION 5.03. Operation of Wastewater System in Efficient and Economical
Manner. The City covenants and agrees to operate the Wastewater System in an
efficient and economical manner and to operate, maintain and preserve the Wastewater
System in good repair and working order.
SECTION 5.04. Sale or Eminent Domain of Wastewater System. Except as
provided herein, the City covenants that the Wastewater System will not be
encumbered, sold, leased, pledged, any charge placed thereon, or otherwise disposed
of, as a whole or substantially as a whole, if such encumbrance, sale, lease, pledge,
charge or other disposition would materially impair the ability of the City to pay the
principal of or interest on the Bonds or any Parity Debt, or would materially adversely
affect its ability to comply with the terms of this Indenture or any Parity Debt Documents.
The City may not enter into any agreement which impairs the operation of the
Wastewater System or any part of it necessary to secure adequate Net Revenues to pay
the Bonds and any Parity Debt, or which otherwise would impair the rights of the Bond
Owners with respect to the Net Revenues.
The Net Proceeds received as awards as a result of the taking of all or any part
of the Wastewater System by the lawful exercise of eminent domain, if and to the extent
that such right can be exercised against such property of the City, shall either (a) be
used for the acquisition or construction of improvements and extension of the
Wastewater System, or (b) be applied on a pro rata basis to redeem the Bonds and any
Parity Debt in accordance with this Indenture and the related Parity Debt Documents.
SECTION 5.05. Insurance. The City will at all times maintain with responsible
insurers all such insurance on the Wastewater System as is customarily maintained with
respect to works and properties of like character against accident to, loss of or damage
to the Wastewater System. The City shall also maintain, with responsible insurers,
worker's compensation insurance and insurance against public liability and property
damage to the extent reasonably necessary to protect the City, the Trustee and the
-16-
9
0
Owners of the Bonds. The Trustee has no liability to determine whether the City is in
compliance with the provisions of this Section 5.05.
The Net Proceeds collected by the City from insurance against accident to or
destruction of any portion of the Wastewater System shall be used to repair or rebuild
such damaged or destroyed portion of the Wastewater System, and to the extent not so
applied, shall be applied on a pro rata basis to redeem the Bonds and any Parity Debt in
accordance with this Indenture and the related Parity Debt Documents.
SECTION 5.06. Records and Accounts. The City will keep proper books of record
and accounts of the Wastewater System, separate from all other records and accounts,
in which complete and correct entries shall be made of all transactions relating to the
Wastewater System. Said books shall, upon reasonable request, be subject to the
inspection of the Trustee and the Owners of not less than 10% of the Outstanding Bonds
or their representatives authorized in writing.
The City shall cause the books and accounts of the Wastewater System to be
audited annually by an Independent Accountant and will make available for inspection by
the Bond Owners at the Office of the Trustee, upon reasonable request, a copy of the
report of such Independent Accountant.
SECTION 5.07. Rates and Charges. The City shall fix, prescribe, revise and
collect rates, fees and charges for the services and facilities furnished by the
Wastewater System during each Fiscal Year, which are at least sufficient, after making
allowances for contingencies and error in the estimates, to yield Gross Revenues
sufficient to pay the following amounts in the following order of priority:
(a) All Operation and Maintenance Costs estimated by the City to
become due and payable in such Fiscal Year;
(b) The principal of and interest on the Bonds and any Parity Debt as
they become due and payable during such Fiscal Year, without
preference or priority, except to the extent such interest is payable
from proceeds of Parity Debt deposited for such purpose;
(c) All payments required to meet any other obligations of the City
which are charges, liens, encumbrances upon, or which are
otherwise payable from, the Gross Revenues or the Net Revenues
during such Fiscal Year.
In addition, the City shall fix, prescribe, revise and collect rates, fees and charges
for the services and facilities furnished by the Wastewater System during each Fiscal
Year which are sufficient to yield Net Revenues which are at least equal to [120°/x] of the
amount described in the preceding clause (b) for such Fiscal Year. For purposes of this
paragraph, the amount of Net Revenues for a Fiscal Year will be computed on the basis
that (a) any transfers into the Wastewater Fund in such Fiscal Year from the Rate
Stabilization Fund are included in the calculation of Net Revenues, as provided in
Section 4.03, (b) any deposits into the Rate Stabilization Fund in such Fiscal Year are
deducted from the amount of Net Revenues to the extent such deposits are made from
Gross Revenues received by the City during that Fiscal Year, and (c) Gross Revenues
-17-
shall not include connection fees or interest income expected to be received in such
Fiscal Year.
SECTION 5.08. Superior and Subordinate Obligations. The City may not issue or
incur any additional bonds or other obligations having any priority over the Bonds in the
payment of principal or interest out of the Net Revenues. Nothing herein limits or affects
the ability of the City to issue or incur obligations which are either unsecured or which
are secured by an interest in the Net Revenues which is junior and subordinate to the
pledge of and lien upon the Net Revenues established hereunder.
SECTION 5.09. Tax Covenants Relating to Bonds.
(a) Generally. The City shall not take any action or permit to be taken any
action within its control which would cause or which, with the passage of time if not
cured would cause, interest on the Bonds to become includable in gross income for
federal income tax purposes.
(b) Private Activity Bond Limitation. The City shall assure that the proceeds of
the Bonds are not used in a manner which would cause the Bonds to become "private
activity bonds" within the meaning of section 141(a) of the Tax Code or to meet the
private loan financing test of Section 141(c) of the Tax Code.
(c) Federal Guarantee Prohibition. The City shall not take any action or permit
or suffer any action to be taken if the result of the same would be to cause the Bonds to
be "federally guaranteed" within the meaning of Section 149(b) of the Tax Code.
(d) No Arbitrage. The City shall not take, or permit or suffer to be taken by the
Trustee or otherwise, any action with respect to the Bond proceeds which, if such action
had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on the Closing Date, would have caused the Bonds to be "arbitrage
bonds" within the meaning of Section 148 of the Tax Code.
(e) Rebate of Excess Investment Earnings, The City shall calculate or cause
to be calculated all amounts of excess investment earnings with respect to the Bonds
which are required to be rebated to the United States of America under Section 148(f) of
the Tax Code, at the times and in the manner required under the Tax Code. The City
shall pay when due an amount equal to excess investment earnings to the United States
of America in such amounts, at such times and in such manner as may be required
under the Tax Code, such payments to be made from any source of legally available
funds of the City. The City shall keep or cause to be kept, and retain or cause to be
retained for a period of six years following the retirement of the Bonds, records of the
determinations made under this subsection (e).
The Trustee has no duty to monitor the compliance by the City with any, of the
covenants contained in this Section 5.09.
SECTION 5.10. [Reserved].
SECTION 5.11. Continuing Disclosure. The City will comply with and carry out all
of the provisions of the Continuing Disclosure Certificate which has been executed and
delivered by the City on the Closing Date. Notwithstanding any other provision hereof,
-18-
0
failure of the City to comply with the Continuing Disclosure Certificate does not constitute
an Event of Default hereunder; provided, however, that any Participating Underwriter (as
such term is defined in the Continuing Disclosure Certificate) or any Owner or beneficial
owner of the Bonds may take such actions as may be necessary and appropriate,
including seeking specific performance by court order, to cause the City to comply with
its obligations under this Section 5.11.
SECTION 5.12. Further Assurances. The City will adopt, make, execute and
deliver any and all such further resolutions, instruments and assurances as may be
reasonably necessary or proper to carry out the intention or to facilitate the performance
of this Indenture, and for the better assuring and confirming unto the Owners of the
Bonds and the Trustee the rights and benefits provided in this Indenture.
ARTICLE VI
THE TRUSTEE
SECTION 6.01. Duties, Immunities and Liabilities of Trustee.
(a) Performance of Duties. The Trustee shall, prior to the occurrence of an
Event of Default, and after the curing or waiving of all Events of Default which may have
occurred, perform such duties and only such duties as are specifically set forth in this
Indenture and no implied covenants or duties will be read into this Indenture against the
Trustee. The Trustee shall, during the existence of any Event of Default (which has not
been cured or waived), exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a reasonable
corporate trustee would exercise or use.
(b) Removal of Trustee. The City may remove the Trustee at any time, and
shall remove the Trustee (i) if at any time requested to do so by an instrument or
concurrent instruments in writing signed by the Owners of not less than a majority in
aggregate principal amount of the Bonds then Outstanding (or their attorneys duly
authorized in writing) or (ii) if at any time the Trustee ceases to be eligible in accordance
with subsection (e) of this Section 6.01, or becomes incapable of acting, or is adjudged a
bankrupt or insolvent, or a receiver of the Trustee or its property is appointed, or any
public officer takes control or charge of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation. The City may accomplish such
removal by giving 30 days written notice to the Trustee, whereupon the City will appoint
a successor Trustee by an instrument in writing.
(c) Resignation by Trustee. The Trustee may 'at any time resign by giving
written notice of such resignation to the City, and by giving notice of such resignation by
first class mail, postage prepaid, to the Bond Owners at their respective addresses
shown on the Registration Books. Upon receiving such notice of resignation, the City
will promptly appoint a successor Trustee by an instrument in writing.
(d) Appointment of Successor Trustee. Any removal or resignation of the
Trustee and appointment of a successor Trustee becomes effective upon acceptance of
appointment by the successor Trustee. If no successor Trustee has been appointed and
accepted appointment within 45 days following giving notice of removal or notice of
-19-
resignation as aforesaid, the resigning Trustee, any Owner (on behalf of such Owner
and all other Owners) may petition any federal or state court for the appointment of a
successor Trustee, and such court may thereupon, after such notice (if any) as it may
deem proper, appoint such successor Trustee. Any successor Trustee appointed under
this Indenture shall signify its acceptance of such appointment by executing and
delivering to the City and to its predecessor Trustee a written acceptance thereof, and
such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the moneys, estates, properties, rights, powers, trusts, duties and
obligations of such predecessor Trustee, with like effect as if originally named Trustee
herein; but, nevertheless, upon the receipt by the predecessor Trustee of the Request of
the City or the request of the successor Trustee, such predecessor Trustee shall
execute and deliver any and all instruments of conveyance or further assurance and do
such other things as may reasonably be required for more fully and certainly vesting in
and confirming to such successor Trustee all the right, title and interest of such
predecessor Trustee in and to any property held by it under this Indenture and shall pay
over, transfer, assign and deliver to the successor Trustee any money or other property
subject to the trusts and conditions herein set forth. Upon request of the successor
Trustee, the City will execute and deliver any and all instruments as may be reasonably
required for more fully and certainly vesting in and confirming to such successor Trustee
all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon
acceptance of appointment by a successor Trustee as provided in this subsection, the
City shall mail or cause the successor Trustee to mail, by first class mail postage
prepaid, a notice of the succession of such Trustee to the trusts hereunder to each rating
agency which then maintains a rating on the Bonds, and to the Owners at the addresses
shown on the Registration Books. If the City fails to mail such notice within 15 days after
acceptance of appointment by the successor Trustee, the successor Trustee shall cause
such notice to be mailed at the expense of the City.
(e) Qualifications of Trustee. Any Trustee appointed under the provisions of
this Section in succession to the Trustee must:
(i) be a company, national banking association or bank having trust
powers,
(ii) have a corporate trust office in the State of California,
(iii) have (or be part of a bank holding company system whose bank
holding company has) a combined capital and surplus of at least
$75,000,000, and
(iv) be subject to supervision or examination by federal or state
authority.
If such bank, national banking association or company publishes a report of
condition at least annually, under law or to the requirements of any supervising or
examining authority above referred to, then for the purpose of this subsection the
combined capital and surplus of such bank, national banking association or company
shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this subsection (e), the Trustee shall resign
immediately in the manner and with the effect specified in subsection (c) of this Section.
-20-
win
The City will maintain a Trustee which is qualified under the provisions of the
foregoing provisions of this subsection (e), so long as any Bonds are Outstanding.
SECTION 6.02. Merger or Consolidation. Any bank, national banking association
or company into which the Trustee may be merged or converted or with which either of
them may be consolidated or any bank, national banking association or company
resulting from any merger, conversion or consolidation to which it shall be a party or any
bank, national banking association or company to which the Trustee may sell or transfer
all or substantially all of its corporate trust business, provided such bank, national
banking association or company shall be eligible under subsection (e) of Section 6.01,
shall be the successor to such Trustee without the execution or filing of any paper or any
further act, anything herein to the contrary notwithstanding.
SECTION 6.03. Rights and Liabilities of Trustee.
(a) The recitals of facts herein and in the Bonds contained are taken as
statements of the City, and the Trustee has no responsibility for the correctness of the
same, nor does it have any liability whatsoever therefor, nor make any representations
as to the validity or sufficiency of this Indenture or of the Bonds nor shall it incur any
responsibility in respect thereof, other than as expressly stated herein. The Trustee is,
however, responsible for its representations contained in its certificate of authentication
on the Bonds. The Trustee is not liable in connection with the performance of its duties
hereunder, except for its own negligence or willful misconduct. The Trustee is not liable
for the acts of any agents of the Trustee selected by it with due care. The Trustee may
become the Owner of any Bonds with the same rights it would have if it were not Trustee
and, to the extent permitted by law, may act as depository 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, whether or not such committee
shall represent the Owners of a majority in principal amount of the Bonds then
Outstanding. The Trustee, either as principal or agent, may engage in or be entrusted in
any financial or other transaction with the City.
(b) The Trustee has no liability with respect to any action taken or omitted to be
taken by it in accordance with the direction of the Owners of a majority in aggregate
principal amount of the Bonds at the time Outstanding relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this Indenture.
(c) The Trustee has no liability for any action taken by it in good faith and
believed by it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture, except for actions arising from the negligence or willful misconduct of
the Trustee. The permissive right of the Trustee to do things enumerated hereunder is
not construed as a mandatory duty.
(d) The Trustee will not be deemed to have knowledge of any Event of Default
hereunder unless and until a responsible officer of the Trustee has actual knowledge
thereof, or unless and until a responsible officer of the Trustee has received written
notice thereof at its Office. Except as otherwise expressly provided herein, the Trustee
is not bound to ascertain or inquire as to the performance or observance of any of the
terms, conditions, covenants or agreements herein or of any of the documents executed
-21-
in connection with the Bonds, or as to the existence of an Event of Default hereunder or
thereunder. The Trustee is not responsible for the City's payment of principal and
interest on the Bonds, the City's observance or performance of any other covenants,
conditions or terms contained herein, or the validity or effectiveness of any collateral
given to or held by it. Without limiting the generality of the foregoing, and
notwithstanding anything herein to the contrary, the Trustee is not responsible for
reviewing the contents of any financial statements furnished to the Trustee under
Section 5:06 and may rely conclusively on a Certificate of the City (if any) to establish
the City's compliance with its financial covenants hereunder, including, without limitation,
its covenants regarding the deposit of Gross Revenues into the Wastewater Fund and
the investment and application of moneys on deposit in the Wastewater Fund (other than
its covenants to transfer such moneys to the Trustee when due hereunder).
(e) No provision in this Indenture requires the Trustee to risk or expend its own
funds or otherwise incur any financial liability hereunder. The Trustee is entitled to
receive interest on any moneys advanced by it hereunder, at the maximum rate
permitted by law.
(f) The Trustee may establish additional accounts or subaccounts of the funds
established hereunder as the Trustee deems necessary or prudent in furtherance of its
duties under this Indenture.
(g) The Trustee has no responsibility or liability whatsoever with respect to any
information, statement, or recital in any official statement, offering memorandum or any
other disclosure material prepared or distributed with respect to the Bonds, nor shall the
Trustee have any obligation to review any such material, and any such review by the
Trustee will not be deemed to create any obligation, duty or liability on the part of the
Trustee.
(h) At any and all reasonable times the Trustee, and its duly authorized agents,
attorneys, experts, engineers, accountants and representatives, have the right (but not
the duty) fully to inspect the Wastewater System, including all books, papers and records
of the City pertaining to the Wastewater System and the Bonds, and to take such
memoranda from and with regard thereto as may be desired but which is not privileged
by statute or by law.
(i) Before taking any action under Article VIII the Trustee may require
indemnity satisfactory to the Trustee be furnished to it to hold the Trustee harmless from
any expenses whatsoever and to protect it against any liability it may incur hereunder.
Q) The immunities extended to the Trustee also extend to its directors,
officers, employees and agents.
(k) The permissive right of the Trustee to do things enumerated in this
Indenture is not construed as a duty.
(1) The Trustee may execute any of the trusts or powers hereof and perform
any of its duties through attorneys, agents and receivers and is not answerable for the
conduct of the same if appointed by it with reasonable care.
-22-
0-1
(m) The Trustee shall not be considered in breach of or in default in its
obligations hereunder or progress in respect thereto in the event of enforced delay in the
performance of such obligations due to unforeseeable causes beyond its control and
without its fault or negligence, including, but not limited to, Acts of God or of the public
enemy or terrorists, acts of a government, acts of the other party, fires, floods,
epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion,
mob violence, riot, inability to procure or general sabotage or rationing of labor,
equipment, facilities, sources of energy, material or supplies in the open market,
litigation or arbitration involving a party or others relating to zoning or other governmental
action or inaction pertaining to the project, malicious mischief, condemnation, and
unusually severe weather or delays of suppliers or subcontractors due to such causes or
any similar event and /or occurrences beyond the control of the Trustee.
SECTION 6.04. Right to Rely on Documents. The Trustee is protected in acting
upon any notice, resolution, requisition, request, consent, order, certificate, report,
opinion, facsimile transmission, electronic mail or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or parties. The
Trustee may consult with counsel, including, without limitation, Bond Counsel or other
counsel of or to the City, with regard to legal questions, and the opinion of such counsel
shall be full and complete authorization and protection in respect of any action taken or
suffered by the Trustee hereunder in accordance therewith.
The Trustee is not bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and such person's
title thereto is established to the satisfaction of the Trustee.
Whenever in the administration of the trusts imposed upon it by this Indenture the
Trustee deems it necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively proved and
established by a Certificate of the City, which shall be full warrant to the Trustee for any
action taken or suffered in good faith under the provisions of this Indenture in reliance
upon such Certificate, but in its discretion the Trustee may (but has no duty to), in lieu
thereof, accept other evidence of such matter or may require such additional evidence
as to it may deem reasonable. The Trustee may conclusively rely on any certificate or
report of any Independent Accountant appointed by the City.
The Trustee agrees to accept and act upon instructions or directions pursuant to
this Indenture sent by unsecured e -mail, facsimile transmission or other similar
unsecured electronic methods, provided, however, that, the Trustee shall have 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 shall 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 shall be deemed controlling. The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee's reliance upon and
compliance with such instructions notwithstanding such instructions conflict or are
inconsistent with a subsequent written instruction. The City agrees to assume all risks
arising out of the use of such electronic methods to submit instructions and directions to
-23-
ins
the Trustee, including without limitation the risk of the Trustee acting on unauthorized
instructions, and the risk of interception and misuse by third parties.
The Trustee shall not be concerned with or accountable to anyone for the
subsequent use or application of any moneys which shall be released or withdrawn in
accordance with the provisions hereof.
SECTION 6.05. Preservation and Inspection of Documents. All documents
received by the Trustee under the provisions of this Indenture shall be retained in its
possession and shall be subject during normal business hours, and upon reasonable
prior written notice, to the inspection of the City and any Owner, and their agents and
representatives duly authorized in writing.
SECTION 6.06. Compensation and Indemnification. Absent any agreement to the
contrary, the City shall pay to the Trustee from time to time compensation for all services
rendered under this Indenture and also all expenses, charges, legal and consulting fees
and other disbursements and those of its attorneys (including any allocated costs of
internal counsel), agents and employees, incurred in and about the performance of its
powers and duties under this Indenture. The Trustee has a first lien on the Net
Revenues and all funds and accounts held by the Trustee hereunder to secure the
payment to the Trustee of all fees, costs and expenses, including compensation to its
experts, attorneys and counsel incurred in declaring such Event of Default and in
exercising the rights and remedies set forth in Article VIII. Any such expenses incurred
by the Trustee shall be deemed to constitute a substantial contribution to the trust estate
which secures the Bonds.
The City further covenants and agrees to indemnify and save the Trustee and its
officers, directors, agents and employees, harmless against any loss, expense, including
legal fees and expenses, and liabilities, whether or not litigated, which it may incur
arising out of or in the exercise and performance of its powers and duties hereunder,
including the costs and expenses of defending against any claim of liability and of
enforcing any remedies hereunder and under any related documents, but excluding any
and all losses, expenses and liabilities which are due to the negligence or willful
misconduct of the Trustee, its officers, directors, agents or employees. The obligations
of the City under this Section 6.06 shall survive resignation or removal of the Trustee
under this Indenture and payment of the Bonds and discharge of this Indenture.
SECTION 6.07. Accounting Records and Financial Statements. The Trustee shall
at all times keep, or cause to be kept, proper books of record and account, prepared in
accordance with corporate trust industry standards, in which complete and accurate
entries shall be made of all transactions made by it relating to the proceeds of the Bonds
and all funds and accounts established and held by the Trustee under this Indenture.
Such books of record and account shall be available for inspection by the City at
reasonable hours, during regular business hours, with reasonable prior notice and under
reasonable circumstances. The Trustee shall furnish to the City, at least semiannually,
an accounting (which may be in the form of its customary statements) of all transactions
relating to the proceeds of the Bonds and all funds and accounts held by the Trustee
under this Indenture.
-24-
0
ARTICLE VII
MODIFICATION AND AMENDMENT OF THIS INDENTURE
SECTION 7.01. Amendments Permitted.
(a) Amendment With Bond Owner Consent. This Indenture and the rights and
obligations of the City and of the Owners of the Bonds may be modified or amended by
the City and the Trustee upon Request of the City at any time by the execution of a
Supplemental Indenture, but only with the written consent of the Owners of a majority in
aggregate principal amount of the Bonds then Outstanding with respect to all Bonds then
Outstanding, exclusive of Bonds disqualified as provided in Section 9.05. Any such
Supplemental Indenture becomes effective upon the execution and delivery thereof by
the parties thereto and upon consent of the requisite Bond Owners. No such
modification or amendment may:
(i) extend the maturity of any Bond or reduce the interest rate thereon,
or otherwise alter or impair the obligation of the City to pay the
principal thereof, or interest thereon, at the time and place and at
the rate and in the currency provided therein, without the written
consent of the Owner of such Bond, or
(ii) permit the creation by the City of any mortgage, pledge or lien upon
the Gross Revenues or Net Revenues superior to or on a parity with
the pledge and lien created for the benefit of the Bonds (except as
expressly permitted by this Indenture), or reduce the percentage of
Bonds required for the affirmative vote or written consent to an
amendment or modification, or
(iii) modify any of the rights or obligations of the Trustee without its
written consent.
(b) Amendment Without Bond Owner Consent. This Indenture and the rights
and obligations of the City and of the Owners of the Bonds may also be modified or
amended at any time by a Supplemental Indenture, without the consent of any Owners
of the Bonds, for any one or more of the following purposes:
(i) to add to the covenants and agreements of the City contained in this
Indenture, other covenants and agreements thereafter to be
observed, or to limit or surrender any rights or power herein
reserved to or conferred upon the City;
(ii) to cure any ambiguity, or to cure, correct or supplement any
defective provision contained in this Indenture, or in any other
respect whatsoever as the City deems necessary or desirable,
provided under any circumstances that such modifications or
amendments do not materially adversely affect the interests of the
Owners in the opinion of Bond Counsel filed with the City and the
Trustee;
-25-
(iii) to provide for the issuance of Parity Debt under Section 3.04, and to
provide the terms and conditions under which such Parity Debt may
be issued, including but not limited to the establishment of special
funds and accounts relating thereto and any other provisions
relating solely thereto, subject to and in accordance with the
provisions of Section 3.04; and
(iv) to amend. any provision hereof to assure the exclusion from gross
income of interest on the Bonds for federal income tax purposes
under the Tax Code, in the opinion of Bond Counsel filed with the
City and the Trustee.
(c) Notice of Amendments. The City shall deliver or cause to be delivered a
draft of any Supplemental Indenture to Moody's and S &P, at least 10 days prior to the
effective date of such Supplemental Indenture under this Section 7.01.
SECTION 7.02. Effect of Supplemental Indenture. From and after the time any
Supplemental Indenture becomes effective under this Article VII, this Indenture shall be
deemed to be modified and amended in accordance therewith, the respective rights,
duties and obligations of the parties hereto or thereto and all Owners, as the case may
be, shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modification and amendment, and all the terms and conditions of any
Supplemental Indenture shall be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.
SECTION 7.03. Endorsement or Replacement of Bonds After Amendment. After
the effective date of any amendment or modification hereof under this Article VII, the City
may determine that any or all of the Bonds shall bear a notation, by endorsement in form
approved by the City, as to such amendment or modification and in that case upon
demand of the City the Owners of such Bonds shall present such Bonds for that purpose
at the Office of the Trustee, and thereupon a suitable notation as to such action shall be
made on such Bonds. In lieu of such notation, the City may determine that new Bonds
shall be prepared and executed in exchange for any or all of the Bonds and in that case
upon demand of the City the Owners of the Bonds shall present such Bonds for
exchange at the Office of the Trustee without cost to such Owners.
SECTION 7.04. Amendment by Mutual Consent. The provisions of this Article VII
shall not prevent any Owner from accepting any amendment as to the particular Bond
held by such Owner.
SECTION 7.05. Trustee's Reliance. The Trustee may conclusively rely, and is
protected in relying, upon a Certificate of the City and an opinion of counsel stating that
all requirements of this Indenture relating to the amendment or modification hereof have
been satisfied and that such amendments or modifications do not materially adversely
affect the interests of the Owners.
-26-
'0
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
SECTION 8.01. Events of Default and Acceleration of Maturities. Each of the
following events constitutes an Event of Default hereunder:
(a) Failure to pay any installment of the principal of any Bonds when
due, whether at maturity as therein expressed, by proceedings for
acceleration, or otherwise.
(b) Failure to pay any installment of interest on the Bonds when due.
(c) Failure by the City to observe and perform any of the other
covenants, agreements or conditions on its part contained in this
Indenture or in the Bonds, if such failure has continued for a period
of 30 days after written notice thereof, specifying such failure and
requiring the same to be remedied, has been given to the City by
the Trustee; provided, however, if in the reasonable opinion of the
City the failure stated in the notice can be corrected, but not within
such 30 -day period, such failure shall not constitute an Event of
Default if the City institutes corrective action within such 30 -day
period and thereafter diligently and in good faith cures the failure
within 60 days after the written notice of default thereof.
(d) The City commences a voluntary bankruptcy case under Title 11 of
the United States Code or any substitute or successor statute.
If an Event of Default occurs and is continuing, the Trustee may, and at the
written direction of the Owners of a majority in aggregate principal amount of the Bonds
then Outstanding the Trustee shall (a) for any default listed in Section 8.01(a), (b) or (d)
only, declare the principal of the Bonds, together with the accrued interest thereon, to be
due and payable immediately, and upon any such declaration the same will become
immediately due and payable, anything in this Indenture or in the Bonds to the contrary
notwithstanding, and (b) subject to the provisions of Section 8.06, exercise any other
remedies available to the Trustee and the Bond Owners in law or at equity to enforce the
rights of the Bond Owners under this Indenture, including the right, by action brought
pursuant to the California Code of Civil Procedure, or as otherwise provided by law, to
obtain the issuance of a writ of mandamus enforcing the duty of the City to take all steps
necessary for the payment of principal of and interest on the Bonds, and other amounts
due hereunder.
Immediately upon becoming aware of the occurrence of an Event of Default, but
in no event later than five Business Days following becoming aware of such occurrence,
the Trustee shall give notice of such Event of Default to the City by telephone confirmed
in writing. Such notice shall also state whether the principal of the Bonds has been
declared to be or have immediately become due and payable. With respect to any
Event of Default described in clauses (a) or (b) above the Trustee shall, and with respect
to any Event of Default described in clause (c) above the Trustee in its sole discretion
may, also give such notice to the Owners, which shall include the statement that interest
on the Bonds shall cease to accrue from and after the date, if any, on which the Trustee
-27-
declares the Bonds to become due and payable under the preceding paragraph (but
only to the extent that principal and any accrued, but unpaid, interest on the Bonds is
actually paid on such date).
This provision, however, is subject to the condition that if, at any time after the
principal of the Bonds has been so declared due and payable, and before any judgment
or decree for the payment of the moneys due has been obtained or entered, the City
shall deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured
prior to such declaration and all matured installments of interest (if any) upon all the
Bonds, with interest on such overdue installments of principal and interest at an interest
rate of 10% per annum, and the reasonable fees and expenses of the Trustee, including
fees and expenses of its attorneys, and any and all other defaults known to the Trustee
(other than in the payment of principal of and interest on the Bonds due and payable
solely by reason of such declaration) has been made good or cured to the satisfaction of
the Trustee or provision deemed by the Trustee to be adequate has been made therefor,
then, and in every such case, the Owners of at least a majority in aggregate principal
amount of the Bonds then Outstanding, by written notice to the City and to the Trustee,
may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration
and its consequences. However, no such rescission and annulment shall extend to or
shall affect any subsequent default, or shall impair or exhaust any right or power
consequent thereon.
SECTION 8.02. Application of Funds Upon Acceleration. All amounts received by
the Trustee under any right given or action taken by the Trustee under the provisions of
this Indenture shall be applied by the Trustee as follows and in the following order:
(a) First, to the payment of any fees, costs and expenses incurred by
the Trustee to protect the interests of the Owners of the Bonds;
payment of the fees, costs and expenses of the Trustee (including
fees and expenses of its counsel, including any allocated costs of
internal counsel) incurred in and about the performance of its
powers and duties under this Indenture and the payment of all fees,
costs and expenses owing to the Trustee, under Section 6.06,
together with interest on all such amounts advanced by the Trustee
at the maximum rate permitted by law.
(b) Second, to the payment of the whole amount then owing and unpaid
upon the Bonds for interest and principal, with interest on such
overdue amounts at the respective rates of interest borne by those
Bonds, and in case such moneys shall be insufficient to pay in full
the whole amount so owing and unpaid upon the Bonds, then to the
payment of such interest, principal and interest on overdue amounts
without preference or priority among such interest, principal and
interest on overdue amounts ratably to the aggregate of such
interest, principal and interest on overdue amounts.
SECTION 8.03. Power of Trustee to Control Proceedings. If the Trustee, upon
the happening of an Event of Default, takes any action, by judicial proceedings or
otherwise, in the performance of its duties hereunder, whether upon its own discretion,
upon the request of the Owners of a majority in aggregate principal amount of the Bonds
then Outstanding, it has full power, in the exercise of its discretion for the best interests
-28-
110
of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal,
compromise, settlement or other disposal of such action. The Trustee may not, unless
there no longer continues an Event of Default, discontinue, withdraw, compromise or
settle, or otherwise dispose of any litigation pending at law or in equity, if at the time
there has been filed with it a written request signed by the Owners of a majority in
principal amount of the Outstanding Bonds hereunder opposing such discontinuance,
withdrawal, compromise, settlement or other disposal of such litigation.
SECTION 8.04. Limitation on Owners' Right to Sue. No Owner of any Bond has
the right to institute any suit, action or proceeding at law or in equity, for any remedy
under or upon this Indenture, unless:
(a) said Owner has previously given to the Trustee written notice of the
occurrence of an Event of Default;
(b) the Owners of a majority in aggregate principal amount of all the
Bonds then Outstanding have requested the Trustee in writing to
exercise the powers hereinbefore granted or to institute such action,
suit or proceeding in its own name;
(c) said Owners have tendered to the Trustee indemnity reasonably
acceptable to the Trustee against the costs, expenses and liabilities
to be incurred in compliance with such request; and
(d) the Trustee has failed to comply with such request for a period of 60
days after such written request has been received by, and said
tender of indemnity has been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Owner of any
remedy hereunder; it being understood and intended that no one or more Owners has
any right in any manner whatever by his or their action to enforce any right under this
Indenture, except in the manner herein provided, and that all proceedings at law or in
equity to enforce any provision of this Indenture shall be instituted, had and maintained
in the manner herein provided and for the equal benefit of all Owners of the Outstanding
Bonds.
The right of any Owner of any Bond to receive payment of the principal of and
premium, if any, and interest on such Bond as herein provided, shall not be impaired or
affected without the written consent of such Owner, notwithstanding the foregoing
provisions of this Section or any other provision of this Indenture.
SECTION 8.05. Non - waiver. Nothing in this Article VIII or in any other provision of
this Indenture or in the Bonds, affects or impairs the obligation of the City, which is
absolute and unconditional, to pay from the Net Revenues and other amounts pledged
hereunder, the principal of and interest on the Bonds to the Bond Owners when due and
payable as herein provided, or affects or impairs the right of action, which is also
absolute and unconditional, of the Bond Owners to institute suit to enforce such payment
by virtue of the contract embodied in the Bonds.
-29-
A waiver of any default by any Owner shall not affect any subsequent default or
impair any rights or remedies on the subsequent default. No delay or omission of any
Owner to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver of any such default or an
acquiescence therein, and every power and remedy conferred upon the Owners by the
Bond Law or by this Article VIII may be enforced and exercised from time to time and as
often as shall be deemed expedient by the Owners.
If a suit, action or proceeding to enforce any right or exercise any remedy is
abandoned or determined adversely to the Owners, the City and the Owners will be
restored to their former positions, rights and remedies as if such suit, action or
proceeding had not been brought or taken.
SECTION 8.06. Actions by Trustee as Attorney -in -Fact. Any suit, action or
proceeding which any Owner has the right to bring to enforce any right or remedy
hereunder may be brought by the Trustee for the equal benefit and protection of all
Owners similarly situated and the Trustee is hereby appointed (and the successive
respective Owners by taking and holding the Bonds shall be conclusively deemed so to
have appointed it) the true and lawful attorney -in -fact of the respective Owners for the
purpose of bringing any such suit, action or proceeding and to do and perform any and
all acts and things for and on behalf of the respective Owners as a class or classes, as
may be necessary or advisable in the opinion of the Trustee as such attorney -in -fact,
subject to the provisions of Article VI. Notwithstanding the foregoing provisions of this
Section 8.06, the Trustee has no duty to enforce any such right or remedy unless it has
been indemnified to its satisfaction for any additional fees, charges and expenses of the
Trustee related thereto, including without limitation, fees and charges of its attorneys and
advisors.
SECTION 8.07. Remedies Not Exclusive. No remedy herein conferred upon or
reserved to the Owners is intended to be exclusive of any other remedy. Every such
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and
may be exercised without exhausting and without regard to any other remedy conferred
by the Bond Law or any other law.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Limited Liability of the City. Notwithstanding anything in this
Indenture contained, the City is not required to advance any moneys derived from any
source of income other than the Net Revenues for the payment of the principal of or
interest on the Bonds, or for the performance of any covenants herein contained (except
to the extent any such covenants are expressly payable hereunder from the Net
Revenues). The City may, however, advance funds for any such purpose, provided that
such funds are derived from a source legally available for such purpose and may be
used by the City for such purpose without incurring indebtedness.
The Bonds are revenue bonds, payable exclusively from the Net Revenues and
other funds as in this Indenture provided. The Wastewater Fund of the City is not liable,
-30-
// �°
and the credit of the City is not pledged, for the payment of the interest on or principal of
the Bonds. The Owners of the Bonds have no right to compel the forfeiture of any
property of the City. The principal of and interest on the Bonds are not a debt of the
City, or a legal or equitable pledge, charge, lien or encumbrance upon any property of
the City or upon any of its income, receipts or revenues except the Net Revenues and
other funds pledged to the payment thereof as provided in this Indenture.
SECTION 9.02. Benefits of Indenture Limited to Parties . Nothing in this
Indenture, expressed or implied, gives to any person other than the City and the Owners
of the Bonds, any right, remedy or claim under or by reason of this Indenture. Any
covenants, stipulations, promises or agreements in this Indenture contained by and on
behalf of the City shall be for the sole and exclusive benefit of the Trustee and the
Owners of the Bonds.
SECTION 9.03. Defeasance of Bonds.
(i) If the City pays and discharges the entire indebtedness on any Bonds in any
one or more of the following ways:
(a) by paying or causing to be paid the principal of and interest on such
Bonds, as and when the same become due and payable;
(b) subject to the conditions set forth in subsection (ii) below, by
irrevocably depositing with the Trustee or an escrow bank, in trust,
at or before maturity, an amount of cash which, together with the
available amounts then on deposit in the funds and accounts
established under this Indenture, in the opinion or report of an
Independent Accountant is fully sufficient to pay such Bonds,
including all principal and interest;
(c) subject to the conditions set forth in subsection (ii) below, by
irrevocably depositing with the Trustee or an escrow bank,
Defeasance Securities in such amount as an Independent
Accountant determines will, together with the interest to accrue
thereon and available moneys then on deposit in any of the funds
and accounts established under this Indenture, be fully sufficient to
pay and discharge the indebtedness on such Bonds (including all
principal and interest) at or before maturity; or
(d) by purchasing such Bonds prior to maturity and tendering such
Bonds to the Trustee for cancellation;
then, at the election of the City, and notwithstanding that any such Bonds have not been
surrendered for payment, the pledge of the Net Revenues and other funds provided for
in this Indenture and all other obligations of the Trustee and the City under this Indenture
with respect to such Bonds shall cease and terminate, except only: the obligations of the
City under Section 5.11, the obligation of the Trustee to transfer and exchange Bonds
hereunder, the obligation of the City to pay or cause to be paid to the Owners of such
Bonds, from the amounts so deposited with the Trustee, all sums due thereon, and the
obligations of the City to compensate and indemnify the Trustee under Section 6.06.
-31-
M
The City must file notice of such election with the Trustee. The Trustee shall pay
any funds thereafter held by it, which are not required for said purpose, to the City.
(ii) To accomplish defeasance pursuant to paragraphs (i) (b) or (i) (c) above, the
City shall cause to be delivered (a) a report of an Independent Accountant verifying the
sufficiency of the escrow established to pay the Bonds in full on the maturity date
( "Verification "), (b) an escrow agreement, and (c) an opinion of Bond Counsel to the
effect that the Bonds are no longer "Outstanding" under this Indenture; each Verification
and defeasance opinion to be acceptable in form and substance, and addressed, to the
City and Trustee.
(iii) In the case of a defeasance or payment of all of the Bonds Outstanding in
accordance with this Section 9.03, the Trustee shall pay all amounts held by it in any
funds or accounts hereunder, which are not required for said purpose or for payment of
amounts due the Trustee under Section 6.06, to the City.
(iv) Bonds shall be deemed "Outstanding" under this Indenture unless and until
they are in fact paid and retired or the above criteria are met.
SECTION 9.04. Execution of Documents and Proof of Ownership by Owners.
Any request, consent, declaration or other instrument which this Indenture may require
or permit to be executed by any Owner may be in one or more instruments of similar
tenor, and shall be executed by such Owner in person or by their attorneys appointed in
writing. Except as otherwise herein expressly provided, the fact and date of the
execution by any Owner or his attorney of such request, consent, declaration or other
instrument, or of such writing appointing such attorney, may be proved by the certificate
of any notary public or other officer authorized to take acknowledgments of deeds to be
recorded in the state in which he purports to act, that the person signing such request,
declaration or other instrument or writing acknowledged to him the execution thereof, or
by an affidavit of a witness of such execution, duly sworn to before such notary public or
other officer. The ownership of Bonds and the amount, maturity, number and date of
ownership thereof are conclusively proved by the Registration Books. Any request,
declaration or other instrument or writing of the Owner of any Bond binds all future
Owners of such Bond in respect of anything done or suffered to be done by the City or
the Trustee in good faith and in accordance therewith.
SECTION 9.05. Disqualified Bonds. In determining whether the Owners of the
requisite aggregate principal amount of Bonds have concurred in any demand, request,
direction, consent or waiver under this Indenture, Bonds which are owned or held by or
for the account of the City (but excluding Bonds held in any employees' retirement fund)
must be disregarded and deemed not to be Outstanding for the purpose of any such
determination. The Trustee will not be deemed to have knowledge that any Bond is
owned or held by the City unless the City is the Registered Owner or the Trustee has
received written notice to that effect.
SECTION 9.06. Waiver of Personal Liability. No member, officer, agent or
employee of the City shall be individually or personally liable for the payment of the
principal of or interest or any premium on the Bonds; but nothing herein contained shall
relieve any such member, officer, agent or employee from the performance of any official
duty provided by law.
-32-
iw
SECTION 9.07. Destruction of Canceled Bonds. Whenever in this Indenture
provision is made for the surrender to the City of any Bonds which have been paid or
canceled under the provisions of this Indenture, a certificate of destruction duly executed
by the, Trustee shall be deemed to be the equivalent of the surrender of such canceled
Bonds and the City shall be entitled to rely upon any statement of fact contained in any
certificate with respect to the destruction of any such Bonds therein referred to. The City
shall pay all costs of any microfilming of Bonds to be destroyed.
SECTION 9.08. Funds and Accounts. Any fund or account required by this
Indenture to be established and maintained by the City or the Trustee may be
established and maintained in the accounting records of the City or the Trustee, as the
case may be, either as a fund or an account, and may, for the purpose of such records,
any audits thereof and any reports or statements with respect thereto, be treated either
as a fund or as an account. All such records with respect to all such funds and accounts
held by the City shall at all times be maintained in accordance with generally accepted
accounting principles and all such records with respect to all such funds and accounts
held by the Trustee shall be at all times maintained in accordance with corporate trust
industry practices; in each case with due regard for the protection of the security of the
Bonds and the rights of every Owner thereof.
SECTION 9.09. Notices. All written notices to be given under this Indenture shall
be given by first class mail or personal delivery to the party entitled thereto at its address
set forth below, or at such address as the party may provide to the other party in writing
from time to time. The City or the Trustee may, by written notice to the other parties,
from time to time modify the address or number to which communications are to be
given hereunder.
If to the City: City of Petaluma
11 English Street
Petaluma, California 94952
Attention: Finance Director
Fax: (707) 778 -4428
If to the Trustee: The Bank of New York Mellon Trust Company, N.A.
550 Kearny Street, Suite 600
San Francisco, California 94108
Attention: Corporate Trust
SECTION 9.10. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any money held by the Trustee in trust for the payment and discharge
of the interest or premium (if any) on or principal of the Bonds which remains unclaimed
for one year after the date when the payments of such interest, premium and principal
have become payable, if such money was held by the Trustee at such date, or for one
year after the date of deposit of such money if deposited with the Trustee after the date
when the interest and premium (if any) on and principal of such Bonds have become
payable, shall be repaid by the Trustee to the City as its absolute property free from
trust, and the Trustee shall thereupon be released and discharged with respect thereto
and the Owners shall look only to the City for the payment of the principal of and interest
on such Bonds.
-33-
SECTION 9.11. Execution in Several Counterparts. This Indenture may be
executed in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original; and all such counterparts, or as many of them as
the City and the Trustee shall preserve undestroyed, shall together constitute but one
and the same instrument.
SECTION 9.12. Governing Law. This Indenture shall be governed by and
construed in accordance with the laws of the State of California.
-34-
IN WITNESS, WHEREOF, the City of Petaluma has caused this Indenture to be
signed in its name by its City Manager, and its seal to be affixed hereon and attested by
its City Clerk, and The Bank of New York Mellon Trust Company, N.A., in token of its
acceptance of the trust created hereunder, has caused this Indenture to be signed in its
corporate name by its officer identified below, all as of the day and year first above
written.
Attest:
City Clerk
CITY OF PETALUMA
City Manager
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
E
-35-
Authorized Officer
APPENDIX A
DEFINITIONS
"Additional Revenues" means, with respect to the issuance of any Parity Debt,
any or all of the following amounts:
(i) An allowance for Net Revenues from any additions or improvements
to or extensions of the Wastewater System to be made from the
proceeds of such Parity Debt in an amount equal to the estimated
additional average annual Net Revenues to be derived from such
additions, improvements and extensions for the first 36 -month
period in which each addition, improvement or extension is
respectively to be in operation, all as shown by the certificate or
opinion of a Financial Consultant.
(ii) An allowance for Net Revenues arising from any increase in the
charges made for service from the Wastewater System which has
been duly approved by the City Council of the City prior to the
incurring of such Parity Debt, but which, during all or any part of the
most recent completed Fiscal Year for which audited financial
statements of the City are available, or for any more recent
consecutive 12 -month period selected by the City under Section
3.04(b), was not in effect, in an amount equal to the total amount by
which the Net Revenues would have been increased if such
increase in charges had been in effect during the whole of such
Fiscal Year or 12 -month period, all as shown by the certificate or
opinion of a Financial Consultant.
"Bond Counsel" means (a) Jones Hall, A Professional Law Corporation, or
(b) any other attorney or firm of attorneys appointed by or acceptable to the City of
nationally- recognized experience in the issuance of obligations the interest on which is
excludable from gross income for federal income tax purposes under the Tax Code.
"Bond Law" means the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of
Division 2 of Title 5 of the California Government Code, commencing with Section 53570
of said Code, as in effect on the Closing Date or as thereafter amended in accordance
with its terms.
"Bond Year" means any twelve -month period commencing on [May 2] in a year
and ending on the next succeeding [May 1], both dates inclusive; except that the first
Bond Year commences on the Closing Date and ends on [May 1, [2018]].
"Bonds" means the City of Petaluma 2017 Wastewater Revenue Refunding
Bonds issued and at any time Outstanding hereunder.
"Business Day" means a day (other than a Saturday or a Sunday) on which
banks are not required or authorized to remain closed in the state in which the Office of
the Trustee is located, and on which the Federal Reserve Bank system is not closed.
A -1
"Certificate of the City" means a certificate in writing signed by the Mayor, the
City Manager of the City, the Finance Director of the City, or any other officer of the City
duly authorized by the City Council for that purpose.
"Closing Date" means 2017, being the date of delivery of the Bonds
to the Original Purchaser.
"Continuing Disclosure Certificate" means the Continuing Disclosure Certificate
described in Section 5.11
"Costs of Issuance" means all items of expense directly or indirectly payable by
or reimbursable to the City relating to the authorization, issuance, sale and delivery of
the Bonds and the refunding of the 2011 Bonds, including but not limited to printing
expenses, rating agency fees, filing and recording fees, initial fees, expenses and
charges of the Trustee and its counsel, fees, charges and disbursements of attorneys,
financial advisor, placement agent, accounting firms, consultants and other
professionals, and any other cost, charge or fee in connection with the original issuance
of the Bonds and the refunding of the 2011 Bonds.
"Costs of Issuance Fund" means the fund by that name established and held by
the Trustee under Section 3.03.
"Debt Service" means, with respect to any Fiscal Year, the sum obtained by
totaling the following amounts for such Fiscal Year:
(a) the aggregate amount of principal of and interest on the
Outstanding Bonds coming due and payable in such Fiscal Year;
(b) the principal amount of all outstanding Parity Debt, if any, coming
due and payable by their terms in such Fiscal Year; and
(c) the amount of interest which would be due during such Fiscal Year
on the aggregate principal amount of all outstanding Parity Debt, if
any, which would be outstanding in such Fiscal Year if such Parity
Debt are retired as scheduled; provided, however, that with respect
to any Parity Debt which bears interest at an adjustable rate, such
interest shall be calculated at an assumed rate equal to the average
rate of interest per annum for each of the five previous whole
calendar years as shown by the J. J. Kinney Index (or, if and to the
extent such index is not maintained for all or any portion of such
period, any similar index of variable rate interest for tax - exempt
obligations selected by the City in its sole discretion).
"Debt Service Fund" means the fund by that name established and held by the
Trustee under Section 4.02(b)(ii).
"Depository' means (a) initially, DTC, and (b) any other Securities Depository
acting as Depository under Section 2.04.
"Depository System Participant" means any participant in the Depository's book -
entry system.
A -2
"City" means the City of Petaluma, a charter city and municipal corporation
organized and existing under the Constitution and laws of the State of California, and
any successor thereto.
" Defeasance Securities" means (1) cash, (2) non callable direct obligations of the
United States of America ( "Treasuries "), (3) evidences of ownership of proportionate
interests in future interest and principal payments on Treasuries held by a bank or trust
company as custodian, under which the owner of the investment is the real party in
interest and has the right to proceed directly and individually against the obligor and the
underlying Treasuries are not available to any person claiming through the custodian or
to whom the custodian may be obligated, (4) pre- refunded municipal obligations rated
"AAA" and "Aaa" by S &P and Moody's, respectively, or (5) securities eligible for "AAA"
defeasance under then existing criteria of S &P or any combination thereof, shall be used
to effect defeasance of the Bonds.
"DTC" means The Depository Trust Company, New York, New York, and its
successors and assigns.
"Escrow Agreement" means the Escrow Agreement, dated as of , 2017,
between the City and the Escrow Bank, related to the 2011 Bonds.
bank.
"Escrow Bank" means The Bank of New York Mellon Trust Company, as escrow
"Event of Default" means any of the events described in Section 8.01.
"Federal Securities" means any of the following which at the time of investment
are legal investments under the laws of the State of California for the funds purported to
be invested therein: (a) direct general obligations of the United States of America
(including obligations issued or held in book entry form on the books of the Department
of the Treasury of the United States of America); and (b) obligations of any agency,
department or instrumentality of the United States of America the timely payment of
principal of and ,interest on which are fully secured or guaranteed by the full faith and
credit of the United States of America.
"Financial Consultant" means any consultant or firm of such consultants
appointed by the City and who, or each of whom: (a) is judged by the City to have
experience in matters relating to the financing of wastewater systems; (b) is in fact
independent and not under domination of the City; (c) does not have any substantial
interest, direct or indirect, with the City; and (d) is not connected with the City as an
officer or employee of the City, but who may be regularly retained to make reports to the
City.
"Fiscal Year" means the period commencing on July 1 of each year and
terminating on the next succeeding June 30, or such other period as may be established
by the City as its official fiscal year period (written notice of which shall be given by the
City to the Trustee).
A -3
"Gross Revenues" means all gross income and revenue received by the City
from the ownership and /or operation of the Wastewater System, including, without
limiting the generality of the foregoing:
(a) all amounts levied by the City as a fee for connecting to the
Wastewater System, as such fee is established from time to time
under the applicable laws of the State of California;
(b) all income, rents, rates, fees, capital improvement fees (including
facilities capacity and pump zone fees), charges or other moneys
derived from the services, facilities and commodities sold (including
recycled water), furnished or supplied through the facilities of the
Wastewater System,
(c) the earnings on and income derived from the investment of such
income, rents, rates, fees, charges or other moneys to the extent
that the use of such earnings and income is limited by or under
applicable law to the Wastewater System,
(d) the proceeds derived by the City directly or indirectly from the sale,
lease or other disposition of a part of the Wastewater System as
permitted hereunder,
(e) amounts transferred into the Wastewater Fund from the Rate
Stabilization Fund under Section 4.03, and
(f) amounts received by the City from other public agencies as the
proceeds of tax revenues or other amounts payable to the City
under contracts for services provided by the City to users of the
Wastewater System.
The term "Gross Revenues" does not include (i) customers' deposits or any other
deposits subject to refund until such deposits have become the property of the City,
(ii) the proceeds of any ad valorem property taxes levied to pay general obligation bond
indebtedness of the City with respect to the Wastewater System, and (iii) special
assessments or special taxes levied for the purpose of paying special assessment
bonds or special tax obligations of the City relating to the Wastewater System.
"Indenture" means this Indenture of Trust, as originally executed or as it may
from time to time be supplemented, modified or amended by any Supplemental
Indenture under the provisions hereof.
"Independent Accountant" means any accountant or firm of such accountants
appointed and paid by the City, and who, or each of whom (a) is in fact independent and
not under domination of the City; (b) does not have any substantial interest, direct or
indirect, with the City; and (c) is not connected with the City as an officer or employee of
the City, but who may be regularly retained to make annual or other audits of the books
of or reports to the City.
A -4
"Interest Payment Date" means [November 1] and [May 1] in each year,
beginning 1, 2017, and continuing so long as any Bonds remain
Outstanding.
"Maximum Annual Debt Service" means, as of the date of any calculation, the
maximum amount of Debt Service on the Outstanding Bonds and all outstanding Parity
Debt for the current or any future Fiscal Year.
" Moody's" means Moody's Investors Services, and its successors and assigns.
"Net Proceeds" means, when used with respect to any casualty insurance or
condemnation award, the proceeds from such insurance or condemnation award
remaining after payment of all expenses (including attorneys' fees) incurred in the
collection of such proceeds.
"Net Revenues" means, for any period, an amount equal to all of the Gross
Revenues received during such period minus the amount required to pay all Operation
and Maintenance Costs becoming payable during such period.
"Nominee" means (a) initially, Cede & Co. as nominee of DTC, and (b) any other
nominee of the Depository designated under Section 2.04(a).
"Office" means, with respect to the Trustee, the corporate trust office of the
Trustee at the address set forth in Section 9.09, or at such other or additional offices as
may be specified by the Trustee in writing to the City; except that with respect to
presentation of Bonds for payment or for registration of transfer and exchange, such
term means the office or agency of the Trustee at which, at any particular time, its
corporate trust agency business is conducted.
"Operation and Maintenance Costs" means the reasonable and necessary costs
paid or incurred by the City for maintaining and operating the Wastewater System,
determined in accordance with generally accepted accounting principles, including but
not limited to (a) all reasonable expenses of management and repair and other
expenses necessary to maintain and preserve the Wastewater System in good repair
and working order, and (b) all administrative costs of the City that are charged directly or
apportioned to the operation of the Wastewater System, such as salaries wages and
retirement benefits of employees, overhead, taxes (if any) and insurance. "Operation
and Maintenance Costs" do not include (i) administrative costs of the Bonds which the
City is required to pay hereunder, (ii) payments of debt service on bonds, notes or other
obligations issued by the City with respect to the Wastewater System, (iii) depreciation,
replacement and obsolescence charges or reserves therefor, (iv) capital expenditures
made by the City with respect to the Wastewater System, (v) accrual of employee
benefits which are not funded, and (vi) amortization of intangibles or other bookkeeping
entries of a similar nature.
"Original Purchaser" means , as the original purchaser of the
Bonds upon their delivery by the Trustee on the Closing Date.
"Outstanding ", when used as of any particular time with reference to Bonds,
means all Bonds theretofore, or thereupon being, authenticated and delivered by the
Trustee under this Indenture except: (a) Bonds theretofore canceled by the Trustee or
A -5
surrendered to the Trustee for cancellation; (b) Bonds with respect to which all liability of
the City has been discharged in accordance with Section 9.03; (c) Bonds for the transfer
or exchange of or in lieu of or in substitution for which other Bonds shall have been
authenticated and delivered by the Trustee under this Indenture; and (d) Bonds which
are required to be disregarded and not deemed Outstanding under Section 9.05.
"Owner ", when used with respect to any Bond, means the person in whose name
the ownership of such Bond is registered on the Registration Books.
"Parity Debt" means the SRF Loan, and all other bonds, notes, loan agreements,
installment sale agreements, leases or other obligations of the City payable from and
secured by a pledge of and lien on any of the Net Revenues issued or incurred on a
parity with the Bonds under Section 3.04 or 3.05.
"Parity Debt Documents" means, with respect to any issue of Parity Debt, the
agreement, indenture of trust, resolution or other instrument authorizing the issuance of
such Parity Debt.
"Permitted Investments" means any of the following which at the time of
investment are legal investments under the laws of the State of California for the moneys
proposed to be invested therein:
(a) Federal Securities;
(b) obligations of any federal agency which either (a) represent full faith
and credit of the United States of America, or (b) are rated "AA" or
better by S &P and "Aa" by Moody's;
(c) U.S. dollar denominated deposit accounts, federal funds and
banker's acceptances with domestic commercial banks, which may
include the Trustee, its parent holding company, if any, and their
affiliates, which have a rating on their short term certificates of
deposit on the date of purchase of [ "A" or better by S &P and
Moody's], maturing no more than 360 days after the date of
purchase, provided that ratings on holding companies are not
considered as the rating of the bank;
(d) commercial paper which is rated at the time of purchase in the
single highest classification, [ "A" or better by S &P and Moody's],
and which matures not more than 270 calendar days after the date
of purchase;
(e) investments in a money market fund, including those of an affiliate
of the Trustee, rated in the highest short -term rating category by
S &P and Moody's, including funds for which the Trustee, its parent
holding company, if any, or any affiliates or subsidiaries of the
Trustee or such holding company provide investment advisory or
other management services;
(f) investment agreements with financial institutions whose long -term
general credit rating is "AA-" or better from S &P, by the terms of
.
which the Trustee may withdraw funds if such rating falls below "AA-
'I; and
(g) the Local Agency Investment Fund of the State of California,
created under Section 16429.1 of the California Government Code,
to the extent the Trustee is authorized to register such investment in
its name.
"Rate Stabilization Fund" means the fund by that name established and held by
the City under Section 4.03.
"Record Date" means, with respect to any Interest Payment Date, the 15th
calendar day of the month preceding such Interest Payment Date.
"Registration Books" means the books maintained by the Trustee under Section
2.07 for the registration and transfer of ownership of the Bonds.
"Request of the City" means a request in writing signed by the Mayor, the City
Manager of the City, or any other officer of the City duly authorized by the City Council
for that purpose.
"Securities Depositories" means DTC; and, in accordance with then current
guidelines of the Securities and Exchange Commission, such other addresses and /or
such other securities depositories as the City may designate in a Request of the City
delivered by the City to the Trustee.
"S &P" means S &P Global Ratings, a division of Standard & Poor's Financial
Services LLC, and its successors.
"SRF Loan" means the Interagency Sales Agreement (No. 05- 803 - 550 -0),
between the City and the State Water Resources Control Board made in 2006, and
amended as of October 17, 2007, in the maximum principal amount of $125,964,254.
"State Loans" means loans secured by a pledge of Net Revenues of the
Wastewater System and incurred by the City to finance improvements to the Wastewater
System pursuant to Section 3.05.
"Supplemental Indenture" means any indenture, agreement, resolution or other
instrument hereafter duly adopted or executed in accordance with Section 7.01.
"Tax Code" means the Internal Revenue Code of 1986 as in effect on the Closing
Date or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the Closing Date, together with applicable temporary and final
regulations promulgated, and applicable official public guidance published, under said
Code.
"Trustee" means The Bank of New York Mellon Trust Company, N.A., as Trustee
hereunder, or any successor thereto appointed as Trustee under Article VI.
"2011 Bonds" means the $22,465,000 original principal amount of City of
Petaluma 2011 Wastewater Revenue Refunding Bonds.
A -7
�z�t
"2011 Indenture" means the Indenture of Trust, dated as of February 1, 2011, by
and between the City and The Bank of New York Mellon Trust Company, N.A., as
trustee, pursuant to which the City issued the 2011 Bonds.
"Wastewater Fund" means the fund established and held by the City with respect
to the Wastewater System for the deposit of Gross Revenues.
"Wastewater System" means any and all facilities now existing or hereafter
acquired or constructed which are owned, controlled or operated by the City for the
collection, treatment, disposal, recycling or reuse of wastewater, including sewage
treatment, plants, intercepting and collecting sewers, outfall sewers, force mains,
pumping stations, ejector stations, oxidation ponds, pipes, valves, machinery, and all
other appurtenances necessary, useful or convenient for the collection, treatment,
purification, reclamation or disposal of sewage and storm drainage, and any necessary
lands, rights of way and other real or personal property useful in connection therewith.
::
�-)
I rem2
APPENDIX B
FORM OF BOND
CITY OF PETALUMA
2017 WASTEWATER REVENUE REFUNDING BOND
INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP:
May 1, , 2017
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
DOLLARS
The City of Petaluma, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of California (the "City "), for value
received, hereby promises to pay (but only out of the Net Revenues and other assets
pledged therefor as hereinafter mentioned) to the Registered Owner stated above, or
registered assigns, on the Maturity Date stated above, the Principal Amount stated
above, in lawful money of the United States of America; and to pay interest thereon in
like lawful money from the Interest Payment Date next preceding the date of
authentication of this Bond (unless this Bond is authenticated as of a day during the
period commencing after the fifteenth day of the month preceding an Interest Payment
Date and ending on or before such Interest Payment Date, in which event it shall bear
interest from such Interest Payment Date, or unless this Bond is authenticated on or
before 15, 2017, in which event it shall bear interest from the Issue Date
stated above) until payment of such principal sum shall be discharged as provided in the
Indenture hereinafter mentioned, at the Interest Rate per annum stated above, payable
semiannually on each November 1 and May 1, commencing 1, 2017 (each,
an "Interest Payment Date ").
The principal hereof is payable by check at the Office (as defined in the Indenture
referred to below) of The Bank of New York Mellon Trust Company, N.A. (together with
any successor trustee under the Indenture, the "Trustee "). Interest hereon is payable by
check of the Trustee mailed on each Interest Payment Date to the Registered Owner as
of the 15th day of the month preceding each Interest Payment Date (except with respect
to payment of defaulted interest as provided in the Indenture hereinafter referred to) at
the address shown on the registration books maintained by the Trustee. Payment of
interest will be made by wire transfer in immediately available funds to an account in the
ME
United States of America to any Owner of Bonds in the aggregate principal amount of
$1,000,000 or more who shall furnish written wire instructions to the Trustee before the
15th day of the month preceding the applicable Interest Payment Date.
This Bond is one of a duly authorized issue of bonds of the City designated as its
"City of Petaluma 2017 Wastewater Revenue Refunding Bonds" (the "Bonds "), in the
aggregate principal amount of $ authorized under Articles 10 and 11 of
Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code,
commencing with Section 53570 of said Code (the "Bond Law "), and issued under an
Indenture of Trust, dated as of 1, 2017 (the "Indenture "), between the City and
the Trustee. The Bonds have been issued for the purpose of refinancing certain
obligations of the City previously incurred to finance capital improvements to its
wastewater collection, treatment and disposal system (the "Wastewater System ").
Reference is hereby made to the Indenture (a copy of which is on file at said
Office of the Trustee) and all indentures supplemental thereto and to the Bond Law for a
description of the rights thereunder of the owners of the Bonds, of the nature and extent
of the security, of the rights, duties and immunities of the Trustee and of the rights and
obligations of the City thereunder. The Registered Owner of this Bond, by acceptance
hereof, assents and agrees to all the provisions of the Indenture.
The Bonds and the interest thereon are payable from Net Revenues (as such
term is defined in the Indenture) of the Wastewater System, and are secured by a
pledge and assignment of said Net Revenues and amounts held in certain funds and
accounts established under the Indenture, subject only to the provisions of the Indenture
permitting the application thereof for the purposes and on the terms and conditions set
forth in the Indenture. The City has the right under the Indenture to issue additional
obligations on a parity with the Bonds, subject to the specific conditions set forth in the
Indenture. The Bonds are special obligations of the City and are not a lien or charge
upon the funds or property of the City, except to the extent of the aforesaid pledge and
assignment.
The Bonds maturing on or before May 1, 20_ are not subject to redemption prior
to their respective stated maturities. The Bonds maturing on or after May 1, 20_ are
subject to redemption prior to their respective stated maturity dates, at the option of the
City, from any source of available funds, in whole or in part, on any date on or after May
1, 20_, at a redemption price equal to the principal amount to be redeemed, plus
accrued interest to the date fixed for redemption, without premium.
The Bonds maturing on May 1, 20_ are subject to mandatory sinking fund
redemption in part, by lot, on May 1 of each year in accordance with the schedule set
forth below. The Bonds so called for mandatory sinking fund redemption will be
redeemed at the principal amount to be redeemed, plus accrued but unpaid interest,
without premium.
B -2
Redemption Date Sinking Fund
(May 1) Amount
20 $
20
20_ (maturity)
The Bonds maturing on May 1, 20_ are subject to mandatory sinking fund
redemption in part, by lot, on May 1 of each year in accordance with the schedule set
forth below. The Bonds so called for mandatory sinking fund redemption will be
redeemed at the principal amount to be redeemed, plus accrued but unpaid interest,
without premium.
Redemption Date Sinking Fund
(May 1) Amount
20 $
20
20
20_ (maturity)
Unless waived by any Owner of Bonds to be redeemed, notice of any redemption
of Bonds shall be given, at the expense of the City, by the Trustee by mailing a copy of a
redemption notice by first class mail at least 30 days and not more than 60 days prior to
the date fixed for redemption to the Owner of the Bond or Bonds to be redeemed at the
address shown on the Bond Registration Books; provided, that neither the failure to
receive such notice nor any immaterial defect in any notice shall affect the sufficiency of
the proceedings for the redemption of the Bonds.
If this Bond is called for redemption and payment is duly provided therefor as
specified in the Indenture, interest shall cease to accrue hereon from and after the date
fixed for redemption.
The Bonds are issuable as fully registered Bonds in denominations of $5,000 and
any integral multiple thereof. Subject to the limitations provided in the Indenture, Bonds
may be exchanged, at said Office of the Trustee, for a like aggregate principal amount of
Bonds of other authorized denominations of the same maturity.
This Bond is transferable by the Registered Owner hereof, in person or by his
attorney duly authorized in writing, at said office of the Trustee, but only in the manner,
subject to the limitations provided in the Indenture, and upon surrender and cancellation
of this Bond. Upon such transfer, a new Bond or Bonds, of authorized denomination or
denominations, of the same maturity and for the same aggregate principal amount, will
be issued to the transferee in exchange herefor. The City and the Trustee may treat the
Registered Owner hereof as the absolute owner hereof for all purposes, and the City
and the Trustee shall not be affected by any notice to the contrary.
The Indenture and the rights and obligations of the City and of the owners of the
Bonds and of the Trustee may be modified or amended from time to time and at any
time in the manner, to the extent, and upon the terms provided in the Indenture; provided
that no such modification or amendment shall (a) extend the maturity of or reduce the
W
interest rate on any Bond or otherwise alter or impair the obligation of the City to pay the
principal or interest at the time and place and at the rate and in the currency provided
therein of any Bond without the express written consent of the owner of such Bond, (b)
reduce the percentage of Bonds required for the written consent to any such amendment
or modification, or (c) without its written consent thereto, modify any of the rights or
obligations of the Trustee, all as more fully set forth in the Indenture.
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York Corporation ( "DTC "), to the Trustee for registration or
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.
It is hereby certified and recited that any and all things, conditions and acts
required to exist, to have happened and to have been performed precedent to and in the
issuance of this Bond do exist, have happened and have been performed in due time,
form and manner as required by the Bond Law, and by the constitution and laws of the
State of California, and that the amount of this Bond, together with all other
indebtedness of the City, does not exceed any limit prescribed by the Bond Law and is
not in excess of the amount of Bonds permitted to be issued under the Indenture.
This Bond is not entitled to any benefit under the Indenture, or is not valid or
obligatory for any purpose, until the certificate of authentication hereon endorsed has
been signed by the Trustee.
IN WITNESS WHEREOF, City of Petaluma has caused this Bond to be executed
in its name and on its behalf by the facsimile signature of the City Manager of the City
and attested to by the facsimile signature of the City Clerk of the City, all as of the Issue
Date stated above.
Attest:
City Clerk
CITY OF PETALUMA
Al
ME
City Manager
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within - mentioned Indenture.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
LIM
ASSIGNMENT
Authorized Signatory
For value received the undersigned hereby sells, assigns and transfers unto
whose address and social security or other
tax identifying number is , the within - mentioned Bond and
hereby irrevocably constitute(s) and appoint(s)
attorney, to transfer the same on the
registration books of the Trustee with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Note: Signature(s) must be Note: The signature(s) on this Assignment
guaranteed by an eligible guarantor must correspond with the name(s) as written
institution. on the face of the within Bond in every
particular without alteration or enlargement or
any change whatsoever.
B -5
Attachment 6
Jones Hall, A Professional Law Corporation Draft of Mar. 28, 2017
ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement "), dated as of 1, 2017, is
between the CITY OF PETALUMA, a charter city and municipal corporation organized and existing
under the Constitution and laws of the State of California (the "City "), and THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., acting as trustee for the Prior Bonds hereinafter described
(the "Prior Bonds Trustee "), and acting as escrow agent hereunder (the "Escrow Bank ");
WITNESSETH:
WHEREAS, the City has heretofore authorized, issued and sold $22,465,000 original
principal amount of its City of Petaluma 2011 Wastewater Revenue Refunding Bonds (the "Prior
Bonds ") pursuant to an Indenture of Trust dated as of February 1, 2011 (the "Prior Bonds
Indenture "), by and between the City and the Prior Bonds Trustee, which are presently
outstanding in the principal amount of $22,465,000; and
WHEREAS, under the Prior Bonds Indenture, the City has the right to redeem the Prior
Bonds on any.date on or after May 1, 2021, at a redemption price equal to the principal amount
to be redeemed, plus accrued interest to the date fixed for redemption, without premium; and
WHEREAS, the City has determined that it is in the best financial interests of the City to
refund, on an advance basis, all of the Prior Bonds; and
WHEREAS, in order to provide funds for such purpose, the City is issuing the City of
Petaluma 2017 Wastewater Revenue Refunding Bonds in the aggregate principal amount of
$ (the "2017 Bonds ") pursuant to an Indenture of Trust, dated as of 1,
2017 (the "2017 Indenture "), by and between the City and The Bank of New York Mellon Trust
Company, N.A., as trustee (the "2017 Trustee "); and
WHEREAS, the City desires to enter into this Agreement with the Escrow Bank for the
purpose of providing the terms and conditions relating to the deposit and application of moneys
to provide for the redemption prior to maturity of the Prior Bonds;
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
and covenants herein contained and for other valuable consideration, the parties hereto do
hereby agree as follows:
Section 1. Appointment of Escrow Bank, Creation of Escrow Fund. The City hereby
appoints the Escrow Bank to act as escrow agent for purposes of administering the funds
required to pay and redeem the Prior Bonds in full in accordance with the Prior Bonds
Indenture.
The Escrow Bank is hereby directed to establish an escrow fund (the "Escrow Fund ") to
be held by the Escrow Bank in trust as an irrevocable escrow securing the payment and
redemption of the Prior Bonds in accordance with the Prior Bonds Indenture and the terms
hereof. If at any time the Escrow Bank receives actual knowledge that the cash in the Escrow
Fund will not be sufficient to make any payment required by Section 3, the Escrow Bank shall
notify the City of such fact and the City shall immediately cure such deficiency from any source
of legally available funds. The Escrow Bank has no liability for any such insufficiency. -
13 I
Section 2. Deposit into Escrow Fund; Investment of Amounts.
(a) On the closing date for the 2017 Bonds, the following transfers shall occur:
(i) the 2017 Trustee shall cause to be transferred to the Escrow Bank (from
the proceeds of the 2017 Bonds) for deposit into the Escrow Fund, the amount of
$ , and
(ii) the Prior Bonds Trustee shall cause to be transferred to the Escrow Bank
(from amounts it holds with respect to the Prior Bonds) for deposit into the Escrow Fund,
the amount of $
. (b) On the closing date for the 2017 Bonds, the Escrow Bank shall invest
$ of the amounts deposited in the Escrow Fund in the securities listed on Exhibit A
hereto. The Escrow Agent shall hold the rem_ aining $ in cash, uninvested. All amounts
deposited and held by the Escrow Bank in the Escrow Fund shall be held solely for the uses
and purposes set forth herein. The Escrow Bank will have no lien upon or right of set off against
any funds at any time on deposit in the Escrow Fund.
Section 3. Application of Amounts in Escrow Fund. The total amount deposited in the
Escrow Fund pursuant to Section 2 will be applied by the Escrow Bank to the payment and
redemption of the Prior Bonds on the dates and in the amounts set forth on Exhibit B hereto and
by this reference incorporated herein. Any amounts remaining in the Escrow Fund following the
redemption of the Prior Bonds will be transferred by the Escrow Bank to the 2017 Trustee, for
deposit to the Debt Service Fund established under the 2017 Indenture.
Section 4. Irrevocable Election to Redeem; Notices. The Escrow Bank is directed to
give a Notice of Defeasance of all of the Prior Bonds on the issuance date of the 2017 Bonds, to
the Municipal Securities Rulemaking Board Electronic Municipal Market Access (EMMA) system
accessible at the emma.msrb.org website, substantially in the form of Exhibit C hereto and by
this reference incorporated herein.
The City hereby irrevocably elects to redeem the Prior Bonds on May 1, 2021, all in
accordance with the provisions of the Prior Bonds Indenture. The Escrow Bank is hereby
irrevocably directed to give notice of, redemption of the Prior Bonds on May 1, 2021 in
accordance with the Prior Bonds Indenture, at the expense of the City, substantially in the form
of Exhibit D hereto and by this reference incorporated herein.
Section 5. Compensation to Escrow Bank. From proceeds of the 2017 Bonds or other
lawfully available sources, the City will pay the Escrow Bank full compensation for its duties
under this Agreement, including out -of- pocket costs such as publication costs, prepayment
expenses, legal fees and other costs and expenses relating hereto. Under no circumstances
will amounts deposited in or credited to the Escrow Fund be deemed to be available for said
purposes.
Section 6. Immunities and Liabilities of Escrow Bank.
(i) The Escrow Bank undertakes to perform only such duties as are expressly and
specifically set forth in this Agreement and no implied duties or obligations will be read into this
Agreement against the Escrow Bank.
2
(3v
(ii) The Escrow Bank will not have any liability hereunder except to the extent of its
own gross negligence or willful misconduct. The Escrow Bank will have no duty or responsibility
under this Agreement in the case of any default in the performance of the covenants or
agreements contained in the Prior Bonds Indenture.
(iii) The Escrow Bank may consult with counsel of its own choice. (which may be
counsel to the City) and the opinion of such counsel will be full and complete authorization to
take or suffer in good faith any action in accordance with such opinion of counsel.
(iv) The Escrow Bank will not be responsible for any of the recitals or representations
contained herein.
(v) The Escrow Bank will not be liable for the accuracy of any calculations provided
as to the sufficiency of the moneys deposited with it to pay the principal of, and interest, or
premiums, if any, on the Prior Bonds.
(vi) The Escrow Bank will not be liable for any action or omission of the City under
this Agreement or the Prior Bonds Indenture.
(vii) Whenever in the administration of this Agreement the Escrow Bank deems it
necessary or desirable that a matter be proved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow
Bank, be deemed to be conclusively proved and established by a certificate of an authorized
representative of the City, and such certificate will, in the absence of negligence or willful
misconduct on the part of the Escrow Bank, be full warrant to the Escrow Bank for any action
taken or suffered by it under the provisions of this Agreement upon the faith thereof.
(viii) The Escrow Bank may conclusively rely, as to the truth and accuracy of the
statements and correctness of the opinions and the calculations provided, and will be protected
and indemnified, in acting, or refraining from acting, upon any written notice, instruction,
request, certificate, document or opinion furnished to the Escrow Bank signed or presented by
the proper party, and it need not investigate any fact or matter stated in such notice, instruction,
request, certificate or opinion.
(ix) The Escrow Bank may at any time resign by giving written notice to the City of
such resignation. The City will promptly appoint a successor Escrow Bank by the resignation
date. Resignation of the Escrow Bank will be effective upon acceptance of appointment by a
successor Escrow Bank. If the City does not promptly appoint a successor, the Escrow Bank
may petition any court of competent jurisdiction for the appointment of a successor Escrow
Bank, which court may thereupon, after such notice, if any, as it may deem proper and prescribe
and as may be required by law, appoint a successor Escrow Bank. After receiving a notice of
resignation of an Escrow Bank, the City may appoint a temporary Escrow Bank to replace the
resigning Escrow Bank until the City appoints a successor Escrow Bank. Any such temporary
Escrow Bank so appointed by the City will immediately and without further act be superseded by
the successor Escrow Bank so appointed.
(x) The City covenants to indemnify and hold harmless the Escrow Bank against any
loss, liability or expense, including legal fees, in connection with the performance of any of its
duties hereunder, except the Escrow Bank will not be indemnified against any loss, liability or
expense resulting from its gross negligence or willful misconduct.
(xi) No provision of this Agreement shall require the Escrow Bank to expend or risk
its own funds or otherwise incur any financial liability in the performance or exercise of any of its
duties hereunder, or in the exercise of its rights or powers.
Section 7. Electronic Communications. The Escrow Bank shall have the right to accept
and act upon instructions, including funds transfer instructions ( "Instructions ") given pursuant to
this Agreement and delivered using Electronic Means ( "Electronic Means" shall mean the
following communications methods: e -mail, facsimile transmission, secure electronic
transmission containing applicable authorization codes, passwords and /or authentication keys
issued by the Escrow Bank, or another method or system specified by the Escrow Bank as
available for use in connection with its services hereunder); provided, however, that the City
shall provide to. the Escrow Bank an incumbency certificate listing officers with the authority to
provide such Instructions and containing specimen signatures of such authorized officers, which
incumbency certificate shall be amended by the City whenever a person is to be added or
deleted from the listing. If the City elects to give the Escrow Bank Instructions using Electronic
Means and the Escrow Bank in its discretion elects to act upon such Instructions, the Escrow
Bank's understanding of such Instructions shall be deemed controlling. The City understands
and agrees that the Escrow Bank cannot determine the identity of the actual sender of such
Instructions and that the Escrow Bank shall conclusively presume that directions that purport to
have been sent by an Authorized Officer listed on the incumbency certificate provided to the
Escrow Bank have been sent by such Authorized Officer. The City shall be responsible for
ensuring that only authorized officers transmit such Instructions to the Escrow Bank and that the
City and all authorized officers are solely responsible to safeguard the use and confidentiality of
applicable user and authorization codes, passwords and /or authentication keys upon receipt by
the City. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Escrow Bank's reliance upon and compliance with such Instructions
notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.
The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit
Instructions to the Escrow Bank, including without limitation the risk of the Escrow Bank acting
on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is
fully informed of the protections and risks associated with the various methods of transmitting
Instructions to the Escrow Bank and that there may be more secure methods of transmitting
Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to
be followed in connection with its transmission of Instructions provide to it a commercially
reasonable degree of protection in light of its particular needs and circumstances; and (iv) to
notify the Escrow Bank immediately upon learning of any compromise or unauthorized use of
the security procedures.
Section 8. Amendment. This Agreement may be amended by the parties hereto,
(i) without the consent of the owners of the Prior Bonds, but only if such amendment is made
(a) to cure, correct or supplement any ambiguous or defective provision contained herein, (b) to
pledge additional security to the payment of the principal, premium, if any, and interest
represented by the Prior Bonds, or (c) to deposit additional monies for the purposes of this
Agreement, or (ii) with the consent of 100% of the owners of the Prior Bonds outstanding, and
only if there will have been filed with the City and the Escrow Bank a written opinion of Bond
Counsel stating that any such amendment will not materially adversely affect the interests of the
owners of the Prior Bonds, and that any such amendment will not cause interest on the Prior
Bonds to become includable in the gross income of the owners thereof for federal income tax
purposes.
4
Section 9. Termination; Unclaimed Funds. Upon prepayment in full of the Prior Bonds,
and upon payment of all fees, expenses and charges of the Escrow Bank as described above,
this Agreement shall terminate and the Escrow Bank shall be discharged from any further
obligation or responsibility hereunder. Notwithstanding any other provision of this Agreement
any money held by the Escrow Bank for the payment of the principal of, premium and interest
on the Prior Bonds and remaining unclaimed for 2 years after the principal of all of the Prior
Bonds shall have been called for redemption and after the date of redemption shall then be
repaid to the City upon its written request, and the registered owners of the Prior Bonds shall
thereafter be entitled to look only to the City for the repayment thereof, and liability of the
Escrow Bank with respect to such money shall thereupon cease. In the event of the repayment
of any such money to the City as aforesaid, the registered owners of the Prior Bonds secured
hereby with respect to which such money was deposited shall thereafter be deemed to be
unsecured creditors of the City, without interest. Notwithstanding the foregoing the Escrow
Bank shall, upon the written request of the City repay such money to the City at any time earlier
than 2 years, if failure to repay such money to the City, within such earlier period shall give rise
to the operation of any escheat statute under applicable State law. Any unclaimed funds repaid
to the City with respect to the Prior Bonds shall be placed by the City in the Debt Service Fund
related to the 2017 Bonds and used for credit on debt service on the 2017 Bonds.
Section. 10. Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which will be an original and all of which will constitute but one and the
same instrument.
Section 11. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of California.
Section 12. Severability. In the event any provision of this Agreement will be held
invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate
or render unenforceable any other provision hereof.
[Signature Page Follows]
5
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be
executed by their duly authorized officers all as of the date first above written.
CITY OF PETALUMA
in
City Manager
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Escrow Bank
In
Authorized Officer
EXHIBIT A
DEFEASANCE SECURITIES
Type of Purchase Maturity Par
Security Date Date Amount Rate Yield Price Total Cost
A -1
APPENDIX B
PAYMENT AND REDEMPTION SCHEDULE FOR THE PRIOR BONDS
Payment Date Interest Principal Redeemed Total
May 1, 2017 $ -- $
November 1, 2017
May 1, 2018 --
November 1, 2018
May 1, 2019 --
November 1, 2019
May 1, 2020 --
November 1, 2020
May 1, 2021 $22,465,000
21
EXHIBIT C
FORM OF DEFEASANCE NOTICE
$22,465,000
CITY OF PETALUMA
2011 WASTEWATER REVENUE REFUNDING BONDS
Final Maturity Date: May 1, 2036
NOTICE IS HEREBY GIVEN, by the City of Petaluma (the "City ") with respect to the
captioned bonds (the "Bonds "), that the City has defeased all of the Bonds as of
2017. This is not a notice of redemption of any of the Bonds.
Funds for the payment and /or redemption of all of the outstanding Bonds have been
deposited with The Bank of New York Mellon Trust Company, N.A., as escrow bank for the
Bonds (the "Escrow Bank "). A separate notice of redemption shall be provided in accordance
with, and pursuant to the timeline set forth in, the Indenture of Trust pursuant to which the
Bonds were issued.
The Bonds that have been defeased consist of the following:
Maturity Date
(May 1)
Principal
Amount
Interest Rate
CUSIP Number*
2032
$ 8,570,000
5.500%
716008 AY3
2036
13,895,000
6.000%
716008 BCO
* CUSIP data are provided by CUSIP Global Services, which is managed on behalf of the American Bankers
Association by S &P Capital IQ. The City and the Escrow Bank shall not be responsible for the selection or use of the
CUSIP numbers listed above, nor is any representation made as to the accuracy of the CUSIP numbers listed above
or as printed on any Bond; the CUSIP numbers are included solely for the convenience of the owners of the Bonds.
Dated: _, 2017 THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee for the Bonds and as Escrow Bank
C -1
1
EXHIBIT D
FORM OF NOTICE OF FULL REDEMPTION
$22,465,000
CITY OF PETALUMA
2011 WASTEWATER REVENUE REFUNDING BONDS
Final Maturity Date: May 1, 2036
NOTICE IS HEREBY GIVEN, by the City of Petaluma (the "City ") with respect to the
captioned bonds (the "Bonds "), that the City has called for redemption all of the Bonds on May
1, 2021 (the "Redemption Date "). All of the Bonds shall be payable on the Redemption Date, at
a redemption price equal to the par amount thereof together with accrued interest thereon to the
Redemption Date, without premium.
The Bonds to be redeemed must be surrendered by the owners thereof at the corporate
trust office of the Escrow Bank for payment of the redemption price. Interest on the Bonds will
not accrue after the Redemption Date.
The Bonds that have been called for redemption on the Redemption Date consist of the
following:
Maturity Date
(May 1)
Principal
Amount
Interest Rate
CUSIP Number*
2032
$ 8,570,000
5.500%
716008 AY3
2036
13,895,000
6.000%
71600 &BC0
* CUSIP data are provided by CUSIP Global Services, which is managed on behalf of the American Bankers
Association by S &P Capital IQ. The City and the Escrow Bank shall not be responsible for the selection or use of the
CUSIP numbers listed above, nor is any representation made as to the accuracy of the CUSIP numbers listed above
or as printed on any Bond; the CUSIP numbers are included solely for the convenience of the owners of the Bonds.
Dated: _, 2017 THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee for the Bonds and as Escrow Bank
ON