02-04-2020 - AGENDA ITEM 06 CONSIDERATION OF ISSUANCE AND DELIVERY OF PENSION OBLIGATION BONDS TO REFUND OUTSTANDING CALPERS PENSION FUND OBLIGATIONS.11/16/2020
Print Staff Report
AGENDA ITEM NO. 6
DATE: February 4, 2020
TO: Mayor and City Council
FROM: David Carmany
City Manager
AGENDA STAFF REPORT
City of West Covina I Office of the City Manager
SUBJECT: CONSIDERATION OF ISSUANCE AND DELIVERY OF PENSION OBLIGATION
BONDS TO REFUND OUTSTANDING CALPERS PENSION FUND OBLIGATIONS.
RECOMMENDATION:
Approve City Council Resolution entitled:
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA
AUTHORIZING THE ISSUANCE AND DELIVERY OF PENSION OBLIGATION BONDS TO
REFUND CERTAIN OUTSTANDING PENSION FUND OBLIGATIONS OF THE CITY TO
THE CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM; APPROVING THE
FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST
AGREEMENT; AUTHORIZING A VALIDATION ACTION; APPROVING CERTAIN
PROFESSIONALS FOR THE REFUNDING; AND OTHER MATTERS RELATING THERETO
BACKGROUND:
The California Public Employees' Retirement System (CalPERS) was founded in 1932 as the State Employees'
Retirement System and has grown to include 2,890 member agencies including the State, counties, cities,
school districts and special districts. The City of West Covina joined CalPERS in May 1966. CalPERS is a
defined benefit plan, in which employees receive fixed benefits that are based upon length of service and
salary earned at the time of retirement. A defined benefit plan is contrasted with a defined contribution plan
(e.g. 401k plan) where the retirement benefit is generally based upon the amount invested and the growth of
those investments.
The City has two main employee groups - safety and miscellaneous - each with different retirement benefits.
The formula represents the percentage of salary for each year employed with the City that a member will
receive at or after the specified age.
Historically, more than 60% of all funds paid to CalPERS retirees comes from investment earnings. When
CalPERS does not meet its investment return goals, the member agencies pay more. Over the past few decades
the CalPERS system went from having an excess of cash (i.e. super -funded, or funded above 100%) to being
under -funded. This is mainly due to investment losses by CalPERS during the Great Recession, which
impacted all California agencies' retirement plans managed by CalPERS. Currently, the City's combined
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his designee is hereby authorized to do so upon determining that such purchase is in the best
interest of the City.
Section 7. The Authorized Representatives of the City are, and each of them hereby
is, authorized and directed to do any and all things, including bringing a validation action under
Section 860 et seq. of the California Code of Civil Procedure and to take any and all actions
(including any required publications of summons or other notice) and execute and deliver any
and all documents which they or any of them deem necessary or advisable to consummate the
transactions contemplated by this Resolution and the Trust Agreement and otherwise to cant'
out, give effect to and comply with the terms and intent of this Resolution and the Trust
Agreement. A draft of the Complaint for Validation is on file with the City Clerk.
Section 8. The City Council hereby approves the appointment of (a) Norton Rose
Fulbright US LLP to perform Bond Counsel and Disclosure Counsel services, including the
preparation of validation papers; (b) Wolf & Company Inc. and NHA Advisors LLC, to perform
Municipal Advisor services; (c) Hilltop Securities Inc., to serve as Underwriters; and (d) US
Bank to serve as Trustee. The City Manager is hereby authorized and directed to negotiate and
execute professional services agreements with the financing team members.
Section 9. Each Authorized Representative 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 other actions, including the publication of any notices necessary or
desirable in connection with the sale of the Pension Obligation Bonds and execution and delivery
of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments
and other documents, which they, or any of them, deem necessary or advisable to consummate
the issuance and sale of the Pension Obligation Bonds and the consummation of the transactions
as described herein.
Section 10. All actions heretofore taken by any Authorized Representative or any
officer, employee or agent of the City with respect to the issuance, delivery and sale of the
Pension Obligation Bonds or in connection with or related to any of the agreements referred to
herein, are hereby approved, confirmed and ratified.
Section 11. This Resolution shall take effect from and after its date of adoption.
[Signatures on following page]
98877097.5 - 3 -
APPROVED AND ADOPTED this 4" day of February 2020.
Tony Wu
Mayor
ATTEST:
Lisa Sherrick
Assistant City Clerk
APPROVED AS TO FORM:
Thomas P. Duarte
City Attorney
98877097.5 - 4 -
I'�C9Y171LI1111C17►�y�;71Y1�1[N I�Y[�7�
STATE OF CALIFORNIA )
) ss
COUNTY OF IDS ANGELES )
I, Lisa Sherrick, Assistant City Clerk of the City of West Covina, DO HEREBY
CERTIFY that the foregoing Resolution was duly adopted at a regular meeting of the City
Council held on the 41h day of February 2020, by the following vote to wit:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councihnembers:
ASSISTANT CPTY CLERK
98877097.5
TRUST AGREEMENT
between the
CITY OF WEST COVINA
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of [As of Date]
City of West Covina
Taxable Pension Obligation Bonds
Series 2020
NRF DRAFT
01/28/20
98876903.6
TABLE OF CONTENTS
ARTICLE I DEFINITIONS; EQUAL SECURITY............................................................ 2
Section 1.01.
Definitions ............................................................................................ 2
Section 1.02.
Trust Agreement Constitutes Contract ................................................. 9
ARTICLE II ISSUANCE
OF SERIES 2020 BONDS; GENERAL BOND
PROVISIONS.................................................................................................. 9
Section 2.01.
Authorization and Purpose of Bonds ................................................... 9
Section 2.02.
Terms of the Series 2020 Bonds; General Bond Provisions ................ 9
Section 2.03.
Redemption of Series 2020 Bonds ..................................................... 10
Section 2.04.
Form of Bonds................................................................................... 12
Section 2.05.
Execution of Bonds............................................................................ 12
Section 2.06.
Transfer and Payment of Bonds......................................................... 13
Section 2.07.
Book -Entry Bonds............................................................................. 13
Section 2.08.
Exchange of Bonds............................................................................ 15
Section 2.09.
Bond Registration Books................................................................... 15
Section 2.10.
Mutilated, Destroyed, Stolen or Lost Bonds ...................................... 15
Section 2.11.
Temporary Bonds............................................................................... 16
Section 2.12.
Procedure for the Issuance of Series 2020 Bonds; Application
of Bond Proceeds............................................................................... 16
Section 2.13.
Validity of Bonds............................................................................... 17
ARTICLE III ISSUANCE
OF ADDITIONAL BONDS ..................................................... 17
Section 3.01.
Conditions for the Issuance of Additional Bonds .............................. 17
Section 3.02.
Procedure for the Issuance of Additional Bonds ............................... 18
ARTICLE IV SECURITY FOR THE BONDS; FUNDS AND ACCOUNTS .................... 19
Section 4.01.
Assignment and Pledge for the Bonds; Bond Fund; Deposits to
BondFund.......................................................................................... 19
Section 4.02.
Allocation of Moneys in Bond Fund ................................................. 19
Section 4.03.
Deposit and Investments of Money in Accounts and Funds .............. 21
ARTICLE V COVENANTS OF THE CITY...................................................................... 21
Section 5.01.
Punctual Payment and Performance .................................................. 21
Section 5.02.
Extension of Payment of Bonds......................................................... 21
Section 5.03.
Additional Debt.................................................................................. 22
Section 5.04.
Power to Issue Bonds......................................................................... 22
Section 5.05.
Accounting Records and Reports....................................................... 22
Section 5.06.
Prosecution and Defense of Suits ...................................................... 22
Section 5.07.
Further Assurances............................................................................. 22
Section 5.08.
Waiver of Laws.................................................................................. 22
Section 5.09.
Compliance with Continuing Disclosure Certificate ......................... 23
ARTICLE VI THE TRUSTEE............................................................................................. 23
Section 6.01.
The Trustee........................................................................................ 23
Section 6.02.
Liability of Trustee............................................................................ 24
Section 6.03.
Compensation and Indemnification of Trustee .................................. 26
98876903.6 i
TABLE OF CONTENTS (cont'd)
Page
ARTICLE VII AMENDMENT OF THE TRUST AGREEMENT;
SUPPLEMENTAL
TRUST AGREEMENT .................................................
26
Section 7.01.
Amendment of the Trust Agreement .................................................
26
Section 7.02.
Disqualified Bonds.............................................................................
27
Section 7.03.
Endorsement or Replacement of Bonds After Amendment ..............
27
Section 7.04.
Amendment by Mutual Consent........................................................
28
Section 7.05.
Attorney's Opinion Regarding Supplemental Agreements ...............
28
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF HOLDERS .......................
28
Section 8.01.
Events of Default...............................................................................
28
Section 8.02.
Remedies Upon an Event of Default .................................................
29
Section 8.03.
Application of Revenues and Other Funds After Default ..................
29
Section8.04.
Non-Waiver........................................................................................
30
Section 8.05.
Actions by Trustee as Attorney -in -Fact .............................................
30
Section 8.06.
Remedies Not Exclusive....................................................................
30
Section 8.07.
Limitation on Owners' Right to Sue ..................................................
30
Section 8.08.
Absolute Obligation of City ...............................................................
31
ARTICLE IX DEFEASANCE
..............................................................................................
31
Section 9.01.
Discharge of Bonds............................................................................
31
Section 9.02.
Unclaimed Money..............................................................................
32
ARTICLE X MISCELLANEOUS......................................................................................
32
Section 10.01.
Benefits of the Trust Agreement Limited to Parties ..........................
32
Section 10.02.
Successor Is Deemed Included in All References to
Predecessor........................................................................................
32
Section 10.03.
Execution of Documents by Owners .................................................
32
Section 10.04.
Waiver of Personal Liability ..............................................................
33
Section 10.05.
Acquisition of Bonds by City ............................................................
33
Section 10.06.
Destruction of Cancelled Bonds ........................................................
33
Section 10.07.
Content of Certificates.......................................................................
33
Section 10.08.
Accounts and Funds; Business Days .................................................
33
Section10.09.
Notices...............................................................................................
34
Section 10.10.
Article and Section Headings and References ...................................
34
Section 10.11.
Partial Invalidity.................................................................................
34
Section 10.12.
Execution in Several Counterparts.....................................................
34
Section 10.13.
Governing Law..................................................................................
35
Section 10.14.
CUSIP Numbers.................................................................................
35
EXHIBIT A FORM OF BOND..............................................................................................
A-1
98876903.6 - n -
THIS TRUST AGREEMENT made and entered into as of [As of Date] (the "Trust
Agreement") by and between U.S. Bank National Association, a National Banking Association
duly organized and existing under and by virtue of the laws of the United States, as Trustee (the
"Trustee") and the CITY OF WEST COVINA (the "City"), a duly organized, validly existing
and operating municipal corporation, under the laws of the State of California.
WITNESSETH:
WHEREAS, the City is obligated by the Public Employees' Retirement Law,
commencing with Section 20000 of the Government Code of the State of California, as amended
(the "Retirement Law"), to make payments to the California Public Employees' Retirement
System (the "System") relating to pension benefits accruing to the System's members, including
the City; and
WHEREAS, the City is obligated specifically to make certain payments to the System in
respect of current and retired public safety employees and miscellaneous employees under the
pension programs of the System that amortize such obligations over a fixed period of time,
including normal costs (collectively, the "Pension Obligation"); and
WHEREAS, the Pension Obligation is evidenced by a contract or contracts with the
System with respect to public safety employees and miscellaneous employees of the City, as
heretofore and hereafter amended from time to time (collectively, the "CaIPERS Contract"); and
WHEREAS, the City is authorized pursuant to Articles 10 and 11 (commencing with
Section 53570) of Chapter 3 of Division 2 of Title 5 of the Government Code of the State of
California (the "Act") to issue bonds for the purpose of refunding any evidence of indebtedness
of the City; and
WHEREAS, for the purpose of refunding the City's obligations to the System evidenced
by the Ca1PERS Contract and thereby providing funds to the System in payment of the Pension
Obligation, the City has determined to issue an initial Series of Bonds hereunder, captioned the
"City of West Covina Taxable Pension Obligation Bonds, Series 2020," in the aggregate
principal amount not to exceed $205,000,000 (the "Series 2020 Bonds"), all pursuant to and
secured by this Trust Agreement providing for the issuance of the Series 2020 Bonds and,
collectively with Additional Bonds, the "Bonds," all in the manner provided herein; and
WHEREAS, 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 to secure the
payment of the principal thereof and interest thereon, the City has authorized the execution and
delivery of this Trust Agreement; and
WHEREAS, all acts and proceedings required by law necessary to make the Bonds,
when executed by the City, authenticated and delivered by the Trustee and duly issued, the valid,
binding and legal obligations of the City payable in accordance with their terms, and to constitute
this Trust Agreement a valid and binding agreement of the parties hereto for the uses and
purposes herein set forth in accordance with its terms, have been done and taken, and the
execution and delivery of this Trust Agreement have been in all respects duly authorized;
98876903.6 1
NOW, THEREFORE, THIS TRUST AGREEMENT WITNESSETH, that in order to
secure the payment of the principal of, premium, if any, and the interest on all Bonds at any time
issued and outstanding under this Trust Agreement, 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 holders thereof, and for other valuable
considerations, the receipt whereof is hereby acknowledged, the City does hereby covenant and
agree with the Trustee, for the benefit of the respective holders from time to time of the Bonds,
as follows:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in
this section shall for all purposes hereof and of any Supplemental Trust Agreement and of any
certificate, opinion, request or other document herein or therein mentioned have the meanings
herein specified:
"Act" means Articles 10 and 11 (commencing with Section 53570) of Chapter 3 of
Division 2 of Title 5 of the Government Code of the State of California.
"Additional Bonds" means all Bonds of the City authorized by and at any time
Outstanding pursuant hereto and executed, issued and delivered in accordance with Article III.
"Aggregate Principal Amount" means, as of any date of calculation, the principal amount
of the Bonds referred to.
"Authorized Denominations" means $5,000 principal amount or any integral multiple
thereof.
"Authorized Representative" means the Mayor, the City Manager of the City of West
Covina and his or her respective designees designated in writing to the Trustee.
"Beneficial Owner" means the beneficial owner of each such Bond, determined under the
rules of DTC.
"Bond Fund" means the Bond Fund established in Section 4.01(a) of the Trust
Agreement.
"Bond Insurance Policy" means the municipal bond insurance policy issued by the Bond
Insurer, if any, insuring the payment when due of principal of and interest on a Series of Bonds
as provided therein.
"Bond Insurer" shall mean the provider, if any, of a Bond Insurance Policy, or any
successor thereto.
98876903.6 - 2 -
"Bonds" means the Series 2020 Bonds, and any subseries thereof, and all Additional
Bonds.
"Business Day" means any day other than a Saturday or Sunday or day upon which the
Trustee is authorized by law to remain closed.
"Ca1PERS Contract" means the contracts relating to the Safety Plan (ID 3963758199)
and the Miscellaneous Plan (ID 3963758199), each between the City and the System, as
heretofore and hereafter amended from time to time.
"Certificate of the City" means an instrument in writing signed by any one of the
Authorized Representatives of the City or such officer's designee, or by any other officer of the
City duly authorized by the City Council of the City in writing to the Trustee for that purpose. If
and to the extent required by the provisions of Section 10.07, each Certificate of the City shall
include the statements provided for in Section 10.07.
"City" means the City of West Covina, California.
"Closing Date" means the date on which the Series 2020 Bonds are delivered to the
original purchaser for the Series 2020 Bonds.
"Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate
executed by the City dated the date of issuance and delivery of the Series 2020 Bonds, as
originally executed and as it may be amended from time to time in accordance with the terms
thereof.
"Corporate Trust Office" means such corporate trust office of the Trustee as may be
designated from time to time by written notice from the Trustee to the City, initially being in
, California. The Trustee may designate in writing to the City and the Owner such
other office or agency from time to time for purposes of registration, transfer, exchange, payment
or redemption of Bonds.
"Costs of Issuance" means all items of expense directly or indirectly payable by or
reimbursable to the City and related to the Bonds, including, but not limited to, costs of
preparation and reproduction of documents, costs of raring agencies and costs to provide
information required by rating agencies, filing and recording fees, initial fees and charges of the
Trustee, legal fees and charges, fees and disbursements of consultants and professionals, fees and
expenses of the Underwriter or placement agent, fees and charges for preparation, execution and
safekeeping of the Bonds, premiums for bond insurance, if any, and any other cost, charge or fee
in connection with the original execution and delivery of the Bonds.
"Costs of Issuance Fund" means the Costs of Issuance Fund established in Section
2.12(b) of this Trust Agreement.
"Defeasance Securities" means:
(1) Cash; and
98876903.6 - 3 -
(2) Obligations of or obligations guaranteed as to principal and interest by, the
United States or any agency or instrumentality thereof, when such obligations are backed by the
full faith and credit of the United States, including:
❑ U.S. Treasury obligations
❑ All direct or fully guaranteed obligations
❑ Farmers Home Administration
❑ General Services Administration
❑ Guaranteed Title XI financing
❑ Government National Mortgage Association (GNMA)
❑ State and Local Government Series
Any security used for defeasance must provide for the timely payment of principal and
interest and cannot be callable or prepayable prior to maturity or earlier redemption of the rated
debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a
fixed dollar amount at maturity or call date).
"DTC" means The Depository Trust Company, New York, New York, a limited -purpose
trust company organized under the laws of the State of New York, and its successors as
securities depository for the Bonds including any such successor appointed pursuant to Section
2.07 hereof.
"Fiscal Year" means the twelve-month period terminating on June 30 of each year, or any
other annual accounting period hereafter selected and designated by the City as its fiscal year in
accordance with applicable law.
"Independent Certified Public Accountant" means any certified public accountant or firm
of such accountants duly licensed and entitled to practice and practicing as such under the laws
of the State or a comparable successor, appointed and paid by the City, and who, or each of
whom --
(1) is in fact independent according to the Statement of Auditing Standards
No. 1 and not under the domination of the City;
(2) does not have a substantial financial interest, direct or indirect, in the
operations of the City; and
(3) is not connected with the City as a member, officer or employee of the
City, but who may be regularly retained to audit the accounting records of and make reports
thereon to the City.
98876903.6 - 4 -
11/16/2020 Print Staff Report
Ca1PERS plans are funded at approximately 64.8%. Additional factors have also contributed to increasing
costs:
• Long-term investment returns not meeting expectations (e.g. 8.1% over the last five years, 5.6% over the
last 10 years, and 6.1% over the last 20 years);
• The resulting changes in the Ca1PERS anticipated return -on -investment rate over the past 15 years, from
8.25% to 7.00%;
• Ca1PERS retirees living longer; and
• The ratio of workers to retirees has been decreasing.
As a result of the above factors, which contributed to the decline in overall retirement plan funding levels,
California public entities such as the City of West Covina must increase their future payments into the
Ca1PERS system. The payment levels are determined by CalPERS, and they are increasing annually.
Over the last five years, the City's unfunded actuarial accrued liability ("UAAL") for its Ca1PERS
Miscellaneous and Safety Plans has grown from $145 million (6/30/2016 estimate) to about $200 million
(6/30/2020 estimate). The UAAL represents the shortfall/gap between what is needed to pay retiree benefits
versus how much in current assets the City actually has in its accounts with CaIPERS. The $200 million
UAAL is not required to be repaid all at once but is amortized over a longer period (different components are
amortized over different time periods, with most between 15 and 30 years) currently at an interest rate of
7.0%. Pension cost increases are the largest financial challenge facing most cities throughout the state and are
primarily due to factors outside of the cities' control, including discount rate changes, assumption changes
made by Ca1PERS and investment returns that were below expectations.
The chart directly below provides a current snapshot of the City's projected payments to amortize its $200
million UAAL if no pension bonds are issued. Using current Ca1PERS estimates, annual costs are projected to
increase rapidly from $12.3 million in FYE 2020 to $21 million in FYE 2031 (72% increase), dropping
thereafter, and then fully amortizing by FY 2046.
Estimated Amortization Payments, 6/30/18 Actuarial
-Mist @7.0% -Safety 07.0% Total 7o%
The Government Finance Officers Association advisory "Evaluating the Use of Pension Obligation Bonds" is
included in this report as Attachment 6.
DISCUSSION:
Given unfunded pension obligations, the challenge is: How to effectively secure the solvent financial future of
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"Interest Account" means the account by that name established in Section 4.02 of this
Trust Agreement.
"Interest Payment Date" means each [ 1 and [ 1, commencing
1, 20_.
"MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity
designated or authorized by the Securities and Exchange Commission to receive reports pursuant
to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange
Commission, filings with the MSRB are to be made through the Electronic Municipal Market
Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org.
"Opinion of Counsel" means a written opinion of counsel of recognized national standing
in the field of law relating to municipal bonds, appointed and paid by the City.
"Outstanding," when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 7.02) all Bonds except
(1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee
for cancellation;
(2) Bonds paid or deemed to have been paid within the meaning of Section
9.01;and
(3) Bonds in lieu of or in substitution for which other Bonds shall have been
executed, issued and delivered by the City pursuant hereto.
"Owner" means any person who shall be the registered owner of any Outstanding Bond.
"Permitted Investments" means any of the following to the extent permitted by the laws
of the State:
(1) Defeasance Securities;
(2) Obligations of any of the following federal agencies which obligations
represent the full faith and credit of the United States of America, including:
❑ Export -Import Bank
❑ Rural Economic Community Development Administration
❑ U.S. Maritime Administration
❑ Small Business Administration
❑ U.S. Department of Housing & Urban Development (PHA's)
❑ Federal Housing Administration
98876903.6 - 5 -
Federal Financing Bank;
(3) Direct obligations of any of the following federal agencies which
obligations are not fully guaranteed by the full faith and credit of the United States of America:
❑ Senior debt obligations issued by the Federal National Mortgage
Association (FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC)
Obligations of the Resolution Funding Corporation (REFCORP)
Senior debt obligations of the Federal Home Loan Bank System
❑ Senior debt obligations of other Government Sponsored Agencies
approved by the Bond Insurer;
(4) U.S. dollar denominated deposit accounts, federal funds and bankers'
acceptances with domestic commercial banks (including the Trustee and its affiliates) which
have a rating on their short-term certificates of deposit on the date of purchase of "A-l" or "A-
1+" by Standard & Poor's Ratings Services and which mature not more than three hundred sixty
(360) calendar days after the date of purchase. (Ratings on holding companies are not considered
as the rating of the bank);
(5) Commercial paper which is rated at the time of purchase in the single
highest classification, "A-1+" by Standard & Poor's Ratings Services and which matures not
more than two hundred seventy (270) calendar days after the date of purchase;
(6) Investments in a money market fund rated at the time of purchase
"AAAm" or "AAAm-G" or better by Standard & Poor's Ratings Services, including funds for
which the Trustee or its affiliates receives and retains a fee for services provided to the fund,
whether as a custodian, transfer agent, investment advisor or otherwise;
(7) Pre -refunded municipal obligations defined as follows: Any bonds or
other obligations of any state of the United States of America or of any agency, instrumentality
or local governmental unit of any such state which are not callable at the option of the obligor
prior to maturity or as to which irrevocable instructions have been given by the obligor to call on
the date specified in the notice; and
(A) which are rated at the time of purchase, based on an irrevocable
escrow account or fund (the "escrow"), in the highest rating category of Standard &
Poor's Ratings Services or any successors thereto; or
(B) which are fully secured as to interest and principal and redemption
premiums, if any, by an escrow consisting only of cash or obligations described in
paragraph (2) of the definition of Defeasance Securities, which escrow may be applied
only to the payment of such interest and principal and redemption premiums, if any, on
such bonds or other obligations on the maturity date or dates thereof or the specified
redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii)
which escrow is sufficient, as verified by a nationally recognized independent certified
98876903.6 - 6 -
public accountant, to pay principal of and interest and redemption premiums, if any, on
the bonds or other obligations described in this paragraph on the maturity date or dates
specified in the irrevocable instructions referred to above, as appropriate;
(8) Municipal obligations rated at the time of purchase "Aaa/AAA" or general
obligations of States with a rating of "A2/A" or higher by Standard & Poor's Ratings Services;
and
(9) The Local Agency Investment Fund (as that term is defined in Section
16429.1 of the Government Code of the State, as such Section may be amended or recodified
from time to time).
The value of the above investments shall be determined as follows:
(a) For the purpose of determining the amount in any fund, all Permitted Investments
credited to such fixed shall be valued at fair market value. 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;
(b) As to certificates of deposit and bankers' acceptances, the face amount thereof,
plus accrued interest thereon; and
(c) As to any investment not specified above, the value thereof established by prior
agreement among the City, the Trustee and, if applicable, the Bond Insurer.
"Principal Account" means the account by that name established in Section 4.02 of this
Trust Agreement.
"Person" means an individual, corporation, firm, association, partnership, trust, or other
legal entity or group of entities, including a governmental entity or any agency or political
subdivision thereof.
"Principal Amounf' means as to any Bond, the principal amount thereof.
"Principal Payment Date" means each 1, commencing 1, 20_
"Rating Agencies" means S&P Global Ratings or, if S&P Global Ratings no longer
maintains a rating on the Bonds, any other nationally recognized bond rating agency then
maintaining a raring on the Bonds, but, in each instance, only so long as S&P Global Ratings or
other nationally recognized rating agency then maintains a rating on the Bonds.
98876903.6 - 7 -
"Record Date" means the close of business on the 15th day of the month preceding any
Interest Payment Date, whether or not such day is a Business Day.
"Refunding Fund" means the fund by that name established in Section 2.12(a) of this
Trust Agreement.
"Representation Letter" means the Letter of Representations from the City and the
Trustee to DTC, or any successor securities depository for the Bonds.
"Retirement Law" means the Public Employees' Retirement Law, commencing with
Section 20000 of the Government Code of the State of California, as amended.
"Serial Bonds" means Bonds for which no sinking fund payments are provided.
"Series" means all of the Bonds designated as being within a certain series, regardless of
variations in maturity date, interest rate, redemption and other provisions, and any Bonds
thereafter issued in transfer or exchange for such Bonds pursuant to this Trust Agreement.
"Series 2020 Bonds" means the City of West Covina Taxable Pension Obligation Bonds,
Series 2020.
"State" means the State of California.
"Surplus Account" means the account by that name established in Section 4.02 of this
Trust Agreement.
"Supplemental Trust Agreement" means any trust agreement then in full force and effect
which has been duly executed and delivered by the City and the Trustee amendatory hereof or
supplemental hereto; but only if and to the extent that such Supplemental Trust Agreement is
specifically authorized hereunder.
"System" means the California Public Employees' Retirement System.
"Term Bonds" means Bonds which are payable on or before their specified maturity
dates from sinking fund payments established for that purpose and calculated to retire such
Bonds on or before their specified maturity dates.
"Trust Agreement" means this Trust Agreement, dated as of [As of Date], between the
City and the Trustee, as originally executed and as it may from time to time be amended or
supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof.
"Trustee" means U.S. Bank National Association, or any other association or corporation
which may at any time be substituted in its place as provided in Section 6.01.
"Underwriter" means, for the Series 2020 Bonds, Hilltop Securities Inc., and for any
Additional Bonds, the underwriter for such Additional Bonds.
98876903.6 - 8 -
"Written Request of the City" means an instrument in writing signed by any one of the
Authorized Representatives of the City or such officer's designee, or by any other officer of the
City duly authorized by the City Council of the City in writing to the Trustee for that purpose.
Section 1.02. Trust Agreement Constitutes Contract. In consideration of the acceptance
of the Bonds by the Owners thereof, the Trust Agreement shall be deemed to be and shall
constitute a contract among the City, the Trustee and the Owners from time to time of all Bonds
authorized, executed, issued and delivered hereunder and then Outstanding to provide for the
payment of the interest on, principal of, and redemption premium (if any) on, all Bonds which
may from time to time be authorized, executed, issued and delivered hereunder, subject to the
agreements, conditions, covenants and provisions contained herein; and all agreements and
covenants set forth herein to be performed by or on behalf of the City shall be for the equal and
proportionate benefit, protection and security of all Owners of the Bonds without distinction,
preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of
the number or date thereof or the time of authorization, sale, execution, issuance or delivery
thereof or for any cause whatsoever, except as expressly provided herein or therein.
ARTICLE II
ISSUANCE OF SERIES 2020 BONDS; GENERAL BOND PROVISIONS
Section 2.01. Authorization and Purpose of Bonds. The City has reviewed all
proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result
of such review, and hereby finds and determines that all acts, conditions and things required by
law to exist, to have happened and to have been performed precedent to and in the issuance of
the Bonds do exist, have happened and have been performed in due time, form and manner as
required by law, and that the City is now duly authorized, pursuant to each and every
requirement of the Act, to issue the Bonds in the form and manner and for the purpose provided
herein and that the Bonds shall be entitled to the benefit, protection and security of the provisions
hereof.
The obligations of the City under the Bonds, including the obligation to make all
payments of interest and principal when due, are obligations of the City imposed by law and are
absolute and unconditional, without any right of set-off or counterclaim. Neither the Bonds nor
the obligation of the City to make payments on the Bonds constitute an indebtedness of the City,
the State of California, or any of its political subdivisions within the meaning of any
constitutional or statutory debt limitation or restriction.
Section 2.02. Terms of the Series 2020 Bonds; General Bond Provisions. The Series
2020 Bonds shall be designated "City of West Covina Taxable Pension Obligation Bonds, Series
2020" and shall be in the aggregate principal amount of $ . The Series 2020
Bonds shall be dated the date of original delivery, shall be issued only in fully registered form in
denominations of five thousand dollars ($5,000) or any integral multiple of five thousand dollars
($5,000) (not exceeding the principal amount of Series 2020 Bonds maturing at any one rime),
and shall mature on the dates and in the principal amounts and bear interest at the rates as set
forth in the following table:
98876903.6 - 9 -
Payment Date Principal Rate of
( 1) Amount Interest
The Bonds shall bear interest at the rates (based on a 360-day year of twelve 30-day
months) set forth above, payable on the Interest Payment Dates for the Bonds. The Bonds shall
bear interest from the Interest Payment Date next preceding the date of authentication thereof,
unless such date of authentication is an Interest Payment Date or during the period from the
sixteenth day of the month preceding an Interest Payment Date to such Interest Payment Date, in
which event they shall bear interest from such Interest Payment Date, or unless such date of
authentication is prior to the first Record Date, in which event they shall bear interest from their
dated date; provided, however, that if at the time of authentication of any Bond interest is then in
default on the Outstanding Bonds, such Bond shall bear interest from the Interest Payment Date
to which interest has previously been paid or made available for payment on the Outstanding
Bonds. Payment of interest on the Bonds due on or before the maturity or prior redemption
thereof shall be made to the person whose name appears in the Series 2020 Bonds registration
books kept by the Trustee pursuant to Section 2.08 as the registered owner thereof as of the close
of business on the Record Date for an Interest Payment Date, whether or not such day is a
Business Day, such interest to be paid by check mailed on the Interest Payment Date by first-
class mail to such registered owner at the address as it appears in such books; provided, that upon
the written request of an Owner of $1,000,000 or more in aggregate principal amount of Bonds
received by the Trustee prior to the applicable Record Date, interest shall be paid by wire
transfer in immediately available funds. Any such written request shall remain in effect until
rescinded in writing by the Owner.
The principal of the Bonds shall be payable in lawful money of the United States of
America at the Corporate Trust Office of the Trustee. Payment of the principal of the Bonds shall
be made upon the surrender thereof at maturity or on redemption prior to maturity at the
Corporate Trust Office of the Trustee.
Section 2.03. Redemption of Series 2020 Bonds.
(a) Optional Redemption. The Series 2020 Bonds maturing on or before
1, 20 shall not be subject to optional redemption prior to maturity. The Series 2020 Bonds
maturing on or after 1, 20_ shall be subject to redemption prior to their maturity
date, at the option of the Authority, randomly within a maturity on any date on or after
1, 20 , from prepayment of Installment Payments made at the option of the City at
the redemption price equal to the principal amount of the Series 2020 Bonds to be redeemed,
plus accrued interest thereon to the date of redemption, without premium. In the event of a
redemption of the Series 2020 Bonds pursuant to this Section 2.03(a), the City shall provide the
Trustee with a revised sinking fund schedule giving effect to the redemption so completed.
98876903.6 - 10 -
(b) Mandatory Sinking Fund Redemption. The Series 2020 Term Bonds
maturing on 1, 20 are subject to mandatory sinking fund redemption on the dates
and in the amounts specified below, at a redemption price equal to the principal amount thereof,
plus accrued interest to the date fixed for redemption, without premium. The principal amount of
such term bonds to be so redeemed and the dates therefor shall be as follows:
Redemption Date Principal
( 1) Amount
Maturity Date
The Series 2020 Term Bonds maturing on 1, 20 are subject to
mandatory sinking find redemption on the dates and in the amounts specified below, at a
redemption price equal to the principal amount thereof, plus accrued interest to the date fixed for
redemption, without premium. The principal amount of such term bonds to be so redeemed and
the dates therefor shall be as follows:
Redemption Date Principal
( 1) Amount
* Maturity Date
(c) Selection of Bonds for Redemption. Whenever provision is made in the
foregoing subsection (a) or (b) of this Section for the redemption of Bonds of more than one
maturity, the Bonds to be redeemed shall be selected in inverse order of maturity or, at the
election of the Authority evidenced by a Written Request of the City filed with the Trustee at
least 30 days prior to the date of redemption, on a pro rata basis among maturities; and in each
case, the Trustee shall select the Bonds to be redeemed within any maturity randomly in any
manner which the Trustee in its sole discretion shall deem appropriate. For purposes of such
selection, all Bonds shall be deemed to be comprised of separate $5,000 portions and such
portions shall be treated as separate Bonds which may be separately redeemed.
(d) Notice of Redemption. If the City elects to redeem Bonds as provided
above, the City shall, at least 30 days (or such lesser number of days acceptable to the Trustee)
prior to the redemption date, give written notice to the Trustee of its election to so redeem, the
redemption date and the principal amount of the Bonds to be redeemed. Notice of redemption
shall be mailed by first class mail by the Trustee, on behalf and at the expense of the City, not
less than 20 nor more than 60 days prior to the redemption date to the respective Owners of
Bonds designated for redemption at their addresses appearing on the bond registration books of
the Trustee. The Trustee shall also provide such additional notice of redemption of Bonds at the
time and as may be required by the MSRB. Each notice of redemption shall state the date of such
notice, the Bonds to be redeemed, the Series and date of issue of such Bonds, the redemption
98876903.6 - 11 -
date, the redemption price, the place or places of redemption (including the name and appropriate
address or addresses), the CUSIP number (if any) of the maturity or maturities, and, if less than
all of any such maturity are to be redeemed, the distinctive certificate numbers of the Bonds of
such maturity to be redeemed and, in the case of Bonds to be redeemed in part only, the
respective portions of the principal amount thereof to be redeemed. Each notice of optional
redemption shall also state that such optional redemption may be rescinded by the City and that,
unless such redemption is so rescinded, and provided that on said date funds are available for
payment in full of the Bonds then called for redemption, on said date there will become due and
payable on each of such Bonds the redemption price thereof or of said specified portion of the
principal amount thereof in the case of a Bond to be redeemed in part only, together with interest
accrued thereon to the redemption date, and that from and after such redemption date interest
thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the
address or addresses of the Trustee specified in the redemption notice.
Failure by the Trustee to give notice pursuant to this Section 2.03 to any one or more of
the Information Services or Securities Depositories, or the insufficiency of any such notice shall
not affect the sufficiency of the proceedings for redemption. The failure of any Owner to receive
any redemption notice mailed to such Owner and any defect in the notice so mailed shall not
affect the sufficiency of the proceedings for redemption.
The City shall have the right to rescind any optional redemption by providing the Trustee
with written notice of such rescission at least two Business Day prior to the date fixed for
redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds
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 hereunder. The
Trustee shall mail notice of such rescission of redemption in the same manner as the original
notice of redemption was sent.
Section 2.04. Form of Bonds. The Bonds and the authentication endorsement and
assignment to appear thereon shall be substantially in the form set forth in Exhibit A.
Section 2.05. Execution of Bonds. The Mayor is hereby authorized and directed to
execute each of the Bonds on behalf of the City, and the Assistant City Clerk of the City is
hereby authorized and directed to countersign each of the Bonds on behalf of the City. The
signature of the Mayor may be by printed or otherwise reproduced by facsimile reproduction. In
case any officer whose signature appears on the Bonds shall cease to be such officer before the
delivery of the Bonds to the purchaser thereof, such signature shall nevertheless be valid and
sufficient for all purposes as if such officer had remained in office until such delivery of the
Bonds.
Only those Bonds bearing thereon a certificate of authentication in the form provided for
herein, executed manually and dated by the Trustee, shall be entitled to any benefit, protection or
security hereunder or be valid or obligatory for any purpose, and such certificate of the Trustee
shall be conclusive evidence that the Bonds so authenticated have been duly authorized,
executed, issued and delivered hereunder and are entitled to the benefit, protection and security
hereof.
98876903.6 - 12 -
Section 2.06. Transfer and Payment of Bonds. Any Bond may, in accordance with its
terms, be transferred in the books required to be kept pursuant to the provisions of Section 2.08
by the person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bonds for cancellation at the Corporate Trustee Office of the Trustee,
accompanied by delivery of a duly executed written instrument of transfer in a form acceptable
to the Trustee. 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
the same series and maturity for a like aggregate principal amount. The cost of printing Bonds
and any services rendered or expenses incurred by the Trustee in connection with any transfer
shall be paid by the City. The Trustee shall require the payment by the Owner requesting such
transfer of any tax or other governmental charge required to be paid with respect to such transfer
as a condition precedent to the exercise of such privilege.
The City and the Trustee may deem and treat the registered owner of any Bond as the
absolute owner of such Bond for the purpose of receiving payment thereof and for all other
purposes, whether such Bonds shall be overdue or not, and neither the City nor the Trustee shall
be affected by any notice or knowledge to the contrary; and payment of the interest on, principal
of, and redemption premium (if any) on, such Bonds shall be made only to such registered
owner, which payments shall be valid and effectual to satisfy and discharge liability on such
Bonds to the extent of the sum or sums so paid.
The Trustee shall not be required to register the transfer of or exchange any Bond which
has been selected for redemption in whole or in part, from and after the day of mailing of a
notice of redemption of such Bond selected for redemption in whole or in part as provided in
Section 2.03.
Section 2.07. Book -Entry Bonds. Notwithstanding any provision of this Trust
Agreement to the contrary, the transfer provisions of Section 2.06 hereof do not apply if the
ownership of the Bonds is in book -entry form.
(a) Except as provided in subparagraph (d) of this Section 2.07, the registered Owner
of all of the Bonds shall be DTC, and the Bonds shall be registered in the name of Cede & Co.,
as nominee for DTC. Notwithstanding anything to the contrary contained in this Trust
Agreement, payment of interest with respect to any Bond registered as of each Record Date in
the name of Cede & Co. shall be made by wire transfer of same -day funds to the account of Cede
& Co. on the Interest Payment Date for the Bonds at the address indicated on the Record Date or
special record date for Cede & Co. in the Bond registration books required to be kept by the
Trustee pursuant to the provisions of Section 2.09 hereof or as otherwise provided in the
Representation Letter.
(b) The Bonds shall be initially executed and delivered in the form of separate single
fully registered Bonds in the amount of each separate stated maturity of the Bonds. Upon initial
execution and delivery, the ownership of such Bonds shall be registered in the Bond registration
books required to be kept by the Trustee pursuant to the provisions of Section 2.09 hereof in the
name of Cede & Co., as nominee of DTC. The Trustee and the City shall treat DTC (or its
nominee) as the sole and exclusive Owner of the Bonds registered in its name for the purposes of
payment of the principal, premium, if any, or interest with respect to the Bonds, selecting the
98876903.6 - 13 -
Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to
Owners under this Trust Agreement, registering the transfer of Bonds, obtaining any consent or
other action to be taken by Owners and for all other purposes whatsoever, and neither the Trustee
nor the City shall be affected by any notice to the contrary. Neither the Trustee nor the City shall
have any responsibility or obligation to any person claiming a beneficial ownership interest in
the Bonds under or through DTC, or any other person which is not shown on the Bond
registration books required to be kept by the Trustee pursuant to the provisions of Section 2.09
hereof as being an Owner, with respect to (i) the accuracy of any records maintained by DTC;
(ii) the payment by DTC of any amount of the principal, premium, if any, or interest on the
Bonds; (iii) any notice which is permitted or required to be given to Owners under this Trust
Agreement or the selection by DTC of any person to receive payment in the event of a partial
redemption of the Bonds; or (iv) any consent given or other action taken by DTC as Owner. The
Trustee shall pay all principal, premium, if any, and interest on the Bonds only to DTC, and all
such payments shall be valid and effective to fully satisfy and discharge the City's obligations
with respect to the principal, premium, if any, and interest on the Bonds to the extent of the sum
or sums so paid. Except under the conditions of (d) below, no person other than DTC shall
receive an executed Bond representing the right to receive principal, premium, if any and interest
pursuant to this Trust Agreement. Upon delivery by DTC to the Trustee of written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject
to the provisions herein with respect to Record Dates, the term "Cede & Co." in this Trust
Agreement shall refer to such new nominee of DTC.
(c) To qualify the Bonds for DTC's book -entry system, the City and the Trustee (if
required) will execute, countersign and deliver to DTC the Representation Letter. The execution
and delivery of the Representation Letter shall not in any way limit the provisions of this Section
2.07 or in any other way impose upon the Trustee or the City any obligation whatsoever with
respect to persons having interests in the Bonds other than the Owners, as shown on the Bond
registration books required to be kept by the Trustee pursuant to the provisions of Section 2.08
hereof.
(d) If (i) DTC, including any successor as securities depository for the Bonds,
determines not to continue to act as securities depository for the Bonds, or (ii) the City
determines that the incumbent securities depository shall no longer so act and delivers a written
certificate to the Trustee to that effect, then the City will discontinue the book -entry system with
the incumbent securities depository for the Bonds. If the City determines to replace the
incumbent securities depository for the Bonds with another qualified securities depository, the
City shall prepare or direct the preparation of a new single, separate fully registered Bond for the
aggregate outstanding principal amount of Bonds of each maturity, registered in the name of
such successor or substitute qualified securities depository, or its nominee, or make such other
arrangement acceptable to the City, the Trustee and the successor securities depository for the
Bonds as are not inconsistent with the terms of this Trust Agreement. If the City fails to identify
another qualified successor securities depository for the Bonds to replace the incumbent
securities depository, then the Bonds shall no longer be restricted to being registered in the Bond
registration books required to be kept by the Trustee pursuant to the provisions of Section 2.08
hereof in the name of the incumbent securities depository or its nominee, but shall be registered
in whatever name or names the incumbent securities depository for the Bonds, or its nominee,
shall designate. In such event the City shall execute and deliver a sufficient quantity of Bonds as
98876903.6 - 14 -
11/16/2020
Print Staff Report
the City, its employees, and its retirees while ensuring the delivery of public services and stewardship of public
resources.
Pension Obligation Bonds (POBs) can be an effective tool to achieve several objectives:
• Maintain Service Levels: Reduce chance of service reductions, public safety layoffs, deferred
maintenance.
• Achieve Fiscal Stability: Change the payment pattern (e.g., a smooth pattern for bond repayment, vs a
sharply increasing pattern with no bonds). Smoother payment patterns make budgeting easier
• Realize Savings: Obtain higher expected investment returns on investments at retirement system (e.g.,
7%) than borrowing cost (e.g., —3.5-4.0%)
• Increase the pension plan's level of funding: from 64.8% to 92.5%
• Establish a Long -Term Plan; Incorporating best practices, operate the City on an actuarially sound
basis to meet and reduce future pension obligations and liabilities.
Numerous cities throughout California have recently issued Pension Obligation Bonds, including Baldwin
Park, Glendora, La Verne, Monrovia and Riverside, and there are several other cities that are currently in the
process of structuring and/or evaluating POB financing. Most of these financing utilized POBs to "re -shape"
their overall payments into a more level structure for enhanced budget predictability / affordability, near term
savings and financial stability.
Tonight's approval of the Trust Agreement and authorization to proceed with the judicial validation process is
the initial step in this effort and will give the City Manager and the financing team direction to explore this
concept further and in greater detail.
Validation Process: Authorizing the validation proceeding is the first step in the issuance process; it entails the
courts validating the City's legal ability to issue Pension Obligation Bonds, and to confirm that the sale meets
the State of California's constitutional requirements. A draft form of the Validation Complaint is provided as
Attachment 3. The validation takes up to 5 months to complete. At the conclusion of the validation process,
the court is expected to enter a judgment in favor of the City that the obligation of the City (i.e. that the UAAL
the City owes to CalPERS) represents an "obligation imposed by law." Numerous prior court cases have
determined that pension liabilities are obligations imposed by law, and therefore are exempt from the debt
limitation requirements set forth in Article XVI, Section 18, of the California Constitution.
Resolution 2020-08: The resolution (Attachment 1) being considered tonight authorizes the City Manager, the
City Attorney and outside counsel to submit the necessary documents to the Los Angeles County Superior
Court to start the judicial validation process as well as approves (1) the issuance of the bonds in an amount
not -to -exceed $205 million and (2) a draft form of the Indenture for the bonds (Attachment 2) and (3)
authorizes staff to execute agreements with members of the Financing Team. The Trust Agreement identifies
the duties and responsibilities of the Trustee, establishes the terms and conditions which the bonds are to be
issued, and to secure the payment of the principal and interest. The not -to -exceed amount is meant to create
enough flexibility for the City to pay off (1) 100% of its UAAL ($200 million) if it desires (or anything lower),
and (4) costs of issuance. The City is not committed to any specific amount as staff and the financing team will
be evaluating a full range of options to ensure the most optimal size and structure is executed. The preliminary
analysis provided below and required good faith cost estimates are based on a total bond size of $157.9
million.
The resolution also authorizes the City Manager to negotiate and execute the necessary professional services
agreements to secure the bond financing team, including Hilltop Securities as bond underwriter, Wolf and
Company and NHA Advisors as municipal advisors, Norton Rose Fulbright as bond counsel and US Bank as
bond trustee.
Financing Team and Schedule: All firms are very active in assisting cities across the State manage rising
pension costs, specifically with similar UAL restructurings. The City Attorney's office (Jones & Mayer) will
https:/Idestinyhosted.com/print_ ag_memo.cfm?seq=661 &rev_num=0&mode=Extemal&reloaded=true&id=93762 3/7
to carry out the transfers and exchanges provided in this Section and Sections 2.06 and 2.10
hereof. All such Bonds shall be in fully registered form in denominations authorized by this
Trust Agreement.
(e) Notwithstanding any other provision of this Trust Agreement to the contrary, so
long as any Bond is registered in the name of DTC, or its nominee, all payments with respect to
the principal, premium, if any, and interest on such Bond and all notices with respect to such
Bonds shall be made and given, respectively, as provided in the Representation Letter.
(f) In connection with any notice or other communication to be provided to Owners
pursuant to this Trust Agreement by the City or the Trustee with respect to any consent or other
action to be taken by Owner, the City or the Trustee, as the case may be, shall establish a record
date for such consent or other action and give DTC notice of such record date not less than 15
calendar days in advance of such record date to the extent possible.
Section 2.08. Exchange of Bonds. Bonds may be exchanged at the Corporate Trust
Office of the Trustee for a like aggregate principal amount of Bonds of the same series and
maturity of other Authorized Denominations. The cost of printing Bonds and any services
rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by
the City. The Trustee shall require the payment by the Owner requesting such exchange of any
tax or other governmental charge required to be paid with respect to such exchange as a
condition precedent to the exercise of such privilege. The Trustee shall not be required to
exchange any Bond which has been selected for redemption in whole or in part, from and after
the day of mailing of a notice of redemption of such Bond selected for redemption in whole or in
part as provided in Section 2.03.
Section 2.09. Bond Registration Books. The Trustee will keep at its Corporate Trust
Office sufficient books for the registration and transfer of the Bonds which shall during normal
business hours 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 the
Bonds in such books as hereinabove provided.
Section 2.10. Mutilated, Destroyed, Stolen or Lost Bonds. If any Bond shall become
mutilated the Trustee at the expense of the Owner shall thereupon authenticate and deliver, a new
Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only
upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to
the Trustee shall be cancelled. If any Bond shall be lost, destroyed or stolen, evidence of such
loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to
the Trustee and indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense
of the Owner, 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
reasonable sum for each new Bond issued under this Section and of the expenses which may be
incurred by the City and the Trustee in the premises. Any Bond issued under the provisions of
this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall be equally and
proportionately entitled to the benefits of this Trust Agreement with all other Bonds of the same
series secured by this Trust Agreement. Neither the City nor the Trustee shall be required to treat
both the original Bond and any replacement Bond as being Outstanding for the purpose of
98876903.6 - 15 -
determining the principal amount of Bonds which may be issued hereunder or for the purpose of
determining any percentage of Bonds Outstanding hereunder, but both the original and
replacement Bond shall be treated as one and the same.
Section 2.11. Temporary Bonds. The Bonds issued under this Trust Agreement may be
initially issued in temporary form exchangeable for definitive Bonds when ready for delivery.
The temporary Bonds may be printed or typewritten, shall be of such denominations as may be
determined by the City, shall be in fully registered form and may contain such reference to any
of the provisions of this Trust Agreement as may be appropriate. Every temporary Bond shall be
executed and authenticated as authorized by the City, in accordance with the terms of the Act. If
the City issues temporary Bonds it will execute and furnish definitive Bonds without delay and
thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the
Corporate Trust Office of the Trustee, and the Trustee shall deliver in exchange for such
temporary Bonds an equal aggregate principal amount of definitive Bonds of Authorized
Denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits
under this Trust Agreement as definitive Bonds delivered hereunder.
Section 2.12. Procedure for the Issuance of Series 2020 Bonds; Application of Bond
Proceeds. At any time after the sale of the Series 2020 Bonds in accordance with the Act, the
City shall execute the Series 2020 Bonds for issuance hereunder and shall deliver them to the
Trustee, and thereupon the Series 2020 Bonds shall be authenticated and delivered by the Trustee
to the Underwriter of the Series 2020 Bonds upon the Certificate of the City. The proceeds of the
purchase of the Series 2020 Bonds shall be applied to pay Costs of Issuance and the obligation of
the City to the System pursuant to the Retirement Law, as set forth in the Certificate of the City.
(a) The Trustee shall deposit $ of proceeds of the Series 2020 Bonds in
the Refirnding Fund. On the [Closing Date] for such Bonds, the Trustee shall transfer all
amounts in the Refirnding Fund to the System pursuant to written instructions from an
Authorized Representative.
(b) The Trustee shall deposit $ in the Costs of Issuance Fund, which fund
the City hereby agrees to maintain with the Trustee. All money in the Costs of Issuance Fund
shall be used and withdrawn by the Trustee to pay or reimburse the Costs of Issuance of the
Series 2020 Bonds upon receipt of a Written Request of the City filed with the Trustee, each of
which shall be sequentially numbered and shall state the person to whom payment is to be made,
the amount to be paid, instructions for making the payment, the purpose for which the obligation
was incurred and that such payment is a proper charge against said fund. Each such Written
Request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the
Trustee shall have no duty to confirm the accuracy of such facts.
On the date which is six months following the Closing Date for the Series 2020 Bonds or
upon the earlier Written Request of the City, any remaining balance in the Costs of Issuance
Fund shall be transferred to the Interest Account.
Upon receipt of the purchase price of Additional Bonds, if any, the Trustee shall set aside
and deposit the proceeds received from such sale as set forth in the Supplemental Trust
98876903.6 - 16 -
Agreement authorizing such Additional Bonds, which proceeds may be deposited in the
following respective accounts or funds:
(i) The Trustee shall deposit the amount, if any, set forth in the Supplemental
Trust Agreement authorizing such Additional Bonds in the respective Refunding Fund. On the
Closing Date for such Bonds, the Trustee shall promptly transfer all amounts in the respective
Refunding Fund to the System or to refund Bonds, as set forth in the Supplemental Trust
Agreement authorizing such Additional Bonds.
(ii) The Trustee shall deposit the amount, if any, set forth in the Supplemental
Trust Agreement authorizing such Additional Bonds in the respective Costs of Issuance Fund,
which fund the City hereby agrees to maintain with the Trustee. All money in the Costs of
Issuance Fund shall be used and withdrawn by the Trustee to pay or reimburse the respective
Costs of Issuance of the Additional Bonds upon receipt of a Written Request of the City filed
with the Trustee, each of which shall be sequentially numbered and shall state the person to
whom payment is to be made, the amount to be paid, instructions for making the payment, the
purpose for which the obligation was incurred and that such payment is a proper charge against
said fund. Each such Written Request of the City shall be sufficient evidence to the Trustee of
the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts.
On the date which is six months following the Closing Date for the Additional Bonds or upon the
earlier Written Request of the City, any remaining balance in the respective Costs of Issuance
Fund shall be transferred to the Interest Account.
Section 2.13. Validity of Bonds. The recital contained in the Bonds that the same are
issued pursuant to the Act and pursuant hereto shall be conclusive evidence of their validity and
of the regularity of their issuance, and all Bonds shall be incontestable from and after their
issuance. The Bonds shall be deemed to be issued, within the meaning hereof, whenever the
definitive Bonds (or any temporary Bonds exchangeable therefor) shall have been delivered to
the purchaser thereof and the proceeds of sale thereof received.
ARTICLE III
ISSUANCE OF ADDITIONAL BONDS
Section 3.01. Conditions for the Issuance of Additional Bonds. The City may at any time
issue Additional Bonds on a parity with the Series 2020 Bonds, but only subject to the following
specific conditions, which are hereby made conditions precedent to the issuance of any such
Additional Bonds:
(a) The City shall be in compliance with all agreements and covenants contained
herein.
(b) The issuance of such Additional Bonds shall have been authorized pursuant to the
Act and shall have been provided for by a Supplemental Trust Agreement which shall specify the
following:
(1) The purpose for which such Additional Bonds are to be issued; provided,
that such Additional Bonds shall be applied solely for (i) the purpose of satisfying any obligation
98876903.6 - 17 -
to make payments to the System pursuant to the Retirement Law relating to pension benefits
accruing to the System's members, and/or for payment of all costs incidental to or connected
with the issuance of Additional Bonds for such purpose, and/or (ii) the purpose of refunding any
Bonds then Outstanding, including payment of all costs incidental to or connected with such
refunding;
(2) The authorized principal amount and designation of such Additional
Bonds;
(3) The date and the maturity dates of and the sinking fund payment dates, if
any, for such Additional Bonds;
(4) The interest payment dates for such Additional Bonds;
(5) The denomination or denominations of and method of numbering such
Additional Bonds;
(6) The redemption premiums, if any, and the redemption terms, if any, for
such Additional Bonds;
(7) The amount, if any, to be deposited from the proceeds of sale of such
Additional Bonds in the Interest Account hereinafter referred to; and
(8) Such other provisions (including the requirements of a book -entry Bond
registration system, if any) as are necessary or appropriate and not inconsistent herewith.
Section 3.02. Procedure for the Issuance of Additional Bonds. At any time after the sale
of any Additional Bonds in accordance with the Act, the City shall execute such Additional
Bonds for issuance hereunder and shall deliver them to the Trustee, and thereupon such
Additional Bonds shall be delivered by the Trustee to the purchaser thereof upon the Written
Request of the City, but only upon receipt by the Trustee of the following documents or money
or securities, all of such documents dated or certified, as the case may be, as of the date of
delivery of such Additional Bonds by the Trustee:
(a) An executed copy of the Supplemental Trust Agreement authorizing the issuance
of such Additional Bonds;
(b) A Written Request of the City as to the delivery of such Additional Bonds;
(c) An Opinion of Counsel to the effect that (1) the City has executed and delivered
the Supplemental Trust Agreement, and the Supplemental Trust Agreement is valid and binding
upon the City and (2) such Additional Bonds are valid and binding obligations of the City;
(d) A Certificate of the City staring that all requirements of Article III have been
complied with and containing any other such statements as may be reasonably necessary to show
compliance with the conditions for the issuance of such Additional Bonds contained herein;
98876903.6 - 18 -
(e) Such further documents, money or securities as are required by the provisions of
the Supplemental Trust Agreement providing for the issuance of such Additional Bonds.
ARTICLE IV
SECURITY FOR THE BONDS; FUNDS AND ACCOUNTS
Section 4.01. Assianment and Pled¢e for the Bonds: Bond Fund: Deposits to Bond
Fund
(a) There is hereby created a special trust fund designated as the "Bond Fund" that
shall be held and administered by the Trustee as provided in this Trust Agreement. The Bonds
shall be payable by the City from any source of legally available funds. The City hereby
irrevocably assigns and pledges to the Trustee, in trust for the security of the Owners on the
terms hereof, all the City's rights, title and interest in and to all money and securities for deposit
in, or deposited in, the Bond Fund and any investment earnings thereon, and any collateral
security for, and all proceeds of, any of the foregoing.
(b) The Trustee shall hold all the rights, title and interest received under this Section
4.01 and all money and securities (exclusive of money to which the Trustee is entitled in its own
right as fees, indemnity, reimbursement or otherwise) received from the City or derived from the
exercise of the City's powers hereunder in trust for the security of the Owners in accordance with
the provisions hereof. The City shall from time to time execute, deliver, file and record such
instruments as the Trustee may reasonably require to confirm, perfect or maintain the security
created hereby and the assignment and pledge hereby of the rights, title and interest assigned and
pledged by the City to the Trustee hereunder.
(c) The City shall promptly deposit or cause to be deposited with the Trustee (i) on or
before [ ] 1 of each Fiscal Year (or such other date as provided in a Supplemental
Trust Agreement) the amount which, together with moneys transferred pursuant to Section
4.02(c) hereof, is sufficient to pay the principal and interest coming due on the Interest Payment
Date succeeding such [ ] 1; and (ii) on or before [ ] 1 of each Fiscal
Year (or such other date as provided in a Supplemental Trust Agreement) the amount which is
sufficient to pay the interest coming due on the Interest Payment Date succeeding such
[ ]1.
Section 4.02. Allocation of Moneys in Bond Fund. On or before each Interest Payment
Date or date fixed for redemption of Bonds, the Trustee shall transfer from the Bond Fund, in
immediately available funds, for deposit into the following respective accounts (each of which is
hereby created and which the Trustee shall maintain in trust separate and distinct from the other
funds and accounts established hereunder), the following amounts in the following order of
priority, the requirements of each such account (including the making up of any deficiencies in
any such account resulting from lack of funds sufficient to make any earlier required deposit) at
the time of deposit to be satisfied before any deposit is made to any account subsequent in
priority:
(a) Interest Account,
98876903.6 - 19 -
(b) Principal Account, and
(c) Surplus Account.
All money in each of such accounts shall be held in trust by the Trustee and shall be
applied, used and withdrawn only for the purposes hereinafter authorized in this Section 4.02.
(a) Interest Account. On each Interest Payment Date, the Trustee shall set aside from
the Bond Fund and deposit in the Interest Account that amount of money which is equal to the
amount of interest becoming due and payable on all Outstanding Bonds on such Interest Payment
Date. No deposit need be made in the Interest Account if the amount contained therein is at least
equal to the aggregate amount of interest becoming due and payable on all Outstanding Bonds on
such Interest Payment Date. All money in the Interest Account shall be used and withdrawn by
the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and
payable (including accrued interest on any Bonds purchased or redeemed prior to maturity).
(b) Principal Account. On or before each Principal Payment Date, the Trustee shall
set aside from the Bond Fund and deposit in the Principal Account an amount of money equal to
the amount of all sinking firnd payments required to be made on such Principal Payment Date
into the respective sinking fund accounts for all Outstanding Term Bonds and the principal
amount of all Outstanding Serial Bonds maturing on such Principal Payment Date.
No deposit need be made in the Principal Account if the amount contained therein is at
least equal to the aggregate amount of the principal of all Outstanding Serial Bonds maturing by
their terms on such Principal Payment Date plus the aggregate amount of all sinking fund
payments required to be made on such Principal Payment Date for all Outstanding Term Bonds.
The Trustee shall establish and maintain within the Principal Account a separate
subaccount for the Term Bonds of each series and maturity, designated as the "Sinking Account'
(the "Sinking Account'), inserting therein the series and maturity (if more than one such account
is established for such series) designation of such Bonds. With respect to each Sinking Account,
on each mandatory sinking account payment date established for such Sinking Account, the
Trustee shall apply the mandatory sinking account payment required on that date to the
redemption (or payment at maturity, as the case may be) of Term Bonds of the series and
maturity for which such Sinking Account was established, upon the notice and in the manner
provided in Article II; provided that, at any time prior to giving such notice of such redemption,
the Trustee may upon the Written Request of the City, apply moneys in such Sinking Account to
the purchase for cancellation of Term Bonds of such series and maturity at public or private sale,
as and when and at such prices (including brokerage and other charges, but excluding accrued
interest, which is payable from the Interest Account), as may be directed by the City, except that
the purchase price (excluding accrued interest) shall not exceed the redemption price that would
be payable for such Bonds upon redemption by application of such Mandatory Sinking Account
Payment. If, during the twelve-month period immediately preceding said mandatory sinking
account payment date, the Trustee has purchased Term Bonds of such series and maturity with
moneys in such Sinking Account, such Bonds so purchased shall be applied, to the extent of the
full principal amount thereof, as applicable, to reduce said mandatory sinking account payment.
98876903.6 - 20 -
All money in the Principal Account shall be used and withdrawn by the Trustee solely for
the purpose of paying the principal of the Bonds, as applicable, as they shall become due and
payable, whether at maturity or redemption, except that any money in any sinking fund account
shall be used and withdrawn by the Trustee only to purchase or to redeem or to pay Term Bonds
for which such Sinking Account was created.
(c) Surplus Account. On the Business Day following the last Interest Payment Date
of each Fiscal Year, or on such other date as provided in a Supplemental Trust Agreement, any
moneys remaining in the Bond Fund shall be deposited by the Trustee in the Surplus Account.
So long as no event of default has occurred and is continuing, moneys deposited in the Surplus
Account shall be transferred by the Trustee to or upon the order of the City, as specified in a
Written Request of the City.
Section 4.03. Deposit and Investments of Money in Accounts and Funds. All money
held by the Trustee in any of the accounts or funds established pursuant hereto shall be invested
in Permitted Investments at the Written Request of the City. If no Written Request of the City is
received, the Trustee shall hold such funds uninvested. Such investments shall, as nearly as
practicable, mature on or before the dates on which such money is anticipated to be needed for
disbursement hereunder. All interest, profits and other income received from any money so
invested shall be deposited in the Bond Fund. The Trustee shall have no liability or responsibility
for any loss resulting from any investment made or sold in accordance with the provisions of this
Article IV, except for any loss due to the negligence or willful misconduct of the Trustee. The
Trustee may act as principal or agent in the acquisition or disposition of any investment and may
impose its customary charge therefor.
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 agrees it will not receive such confirmations from
the Trustee to the extent permitted by law. The Trustee will furnish the City periodic cash
transaction statements which shall include detail for all investment transactions made by the
Trustee hereunder.
ARTICLE V
COVENANTS OF THE CITY
Section 5.01. Punctual Payment and Performance. The City will punctually pay the
interest on and the principal of and redemption premiums, if any, to become due on every Bond
issued hereunder in strict conformity with the terms hereof and of the Bonds, and will faithfully
observe and perform all the agreements and covenants to be observed or performed by the City
contained herein and in the Bonds.
Section 5.02. Extension of Payment of Bonds. The City shall not directly or indirectly
extend or assent to the extension of the maturity of any of the Bonds or the time of payment of
any claims for interest by the purchase of such Bonds or by any other arrangement, and in case
the maturity of any of the Bonds or the time of payment of any such claims for interest shall be
extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder,
98876903.6 - 21 -
to the benefits of this Trust Agreement, except subject to the prior payment in full of the
principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall
not have been so extended. Nothing in this Section 5.02 shall be deemed to limit the right of the
City to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall
not be deemed to constitute an extension of maturity of the Bonds.
Section 5.03. Additional Debt. The City expressly reserves the right to enter into one or
more other agreements or indentures for any of its purposes, and reserves the right to issue other
obligations for such purposes.
Section 5.04. Power to Issue Bonds. The City is duly authorized pursuant to law to issue
the Bonds and to enter into this Trust Agreement. The Bonds and the provisions of this Trust
Agreement are the legal, valid and binding obligations of the City in accordance with their terms.
The Bonds and any Additional Bonds shall constitute obligations imposed by law.
Section 5.05. Accounting Records and Reports. The City will keep or cause to be kept
proper books of record and accounts in which complete and correct entries shall be made of all
transactions relating to the receipts, disbursements, allocation and application of moneys on
deposit in the funds and accounts established hereunder.
Section 5.06. Prosecution and Defense of Suits. The City will defend against every suit,
action or proceeding at any time brought against the Trustee upon any claim to the extent
involving the failure of the City to fulfill its obligations hereunder; provided that the Trustee or
any affected Owner at its election may appear in and defend any such suit, action or proceeding.
The City, to the extent permitted by law, will indemnify and hold harmless the Trustee against
any and all liability claimed or asserted by any person to the extent arising out of such failure by
the City, and will indemnify and hold harmless the Trustee against any attorney's fees or other
expenses which it may incur in connection with any litigation to which it may become a party by
reason of its actions hereunder, except for any loss, cost, damage or expense resulting from the
negligence, willful misconduct or breach of duty by the Trustee. Notwithstanding any contrary
provision hereof, this covenant shall remain in full force and effect even though all Bonds
secured hereby may have been fully paid and satisfied.
Section 5.07. Further Assurances. Whenever and so often as reasonably requested to do
so by the Trustee or any Owner, the City will promptly execute and deliver or cause to be
executed and delivered all such other and further assurances, documents or instruments, and
promptly do or cause to be done all such other and further things as may be necessary or
reasonably required in order to further and more fully vest in the Owners all rights, interests,
powers, benefits, privileges and advantages conferred or intended to be conferred upon them
hereby.
Section 5.08. Waiver of Laws. The City shall not at any time insist upon or plead in any
manner whatsoever, or claim or take the benefit or advantage of, any stay or extension law now
or at any time hereafter in force that may affect the covenants and agreements contained in this
Trust Agreement or in the Bonds, and all benefit or advantage of any such law or laws is hereby
expressly waived by the City to the extent permitted by law.
98876903.6 - 22 -
Section 5.09. Compliance with Continuing Disclosure Certificate. The City has
undertaken responsibility for compliance with continuing disclosure requirements with respect to
S.E.C. Rule 15c2-12. Notwithstanding any other provision of this Trust Agreement, failure of the
City to comply with the Continuing Disclosure Certificate shall not be considered an Event of
Default; however, the Trustee may (and, at the request of any Participating Underwriter (as
defined in the Continuing Disclosure Certificate) or the Owners of at least 25% aggregate
principal amount in Outstanding Bonds, and upon receipt of indemnification satisfactory to it,
shall) or any Owner or Beneficial Owner may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the City
to comply with its obligations under this Section.
ARTICLE VI
THE TRUSTEE
Section 6.01. The Trustee. [TRUSTEE], shall serve as the Trustee for the Bonds for the
purpose of receiving all money which the City is required to deposit with the Trustee hereunder
and for the purpose of allocating, applying and using such money as provided herein and for the
purpose of paying the interest on and principal of and redemption premiums, if any, on the
Bonds presented for payment at the Corporate Trust Office of the Trustee with the rights and
obligations provided herein. The City agrees that it will at all times maintain a Trustee having a
corporate trust office in the State of California.
The City may at any time, unless there exists any event of default as defined in Section
8.01, with 30 days prior notice remove the Trustee initially appointed and any successor thereto
and may appoint a successor or successors thereto by an instrument in writing; provided that any
such successor shall be a bank or trust company doing business and having a corporate trust
office in [Los Angeles or San Francisco, California], having a combined capital (exclusive of
borrowed capital) and surplus of at least seventy-five million dollars ($75,000,000) and subject
to supervision or examination by federal or state authority. If such bank, national banking
association or trust company publishes a report of condition at least annually, pursuant to law or
to the requirements of any supervising or examining authority above referred to, then for the
purpose of this section the combined capital and surplus of such bank, national banking
association or trust company shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. The Trustee may at any time resign by giving
written notice of such resignation to the City and by mailing to the Owners notice of such
resignation. Upon receiving such notice of resignation, the City shall promptly appoint a
successor Trustee by an instrument in writing. Any removal or resignation of a Trustee and
appointment of a successor Trustee shall become effective only upon the acceptance of
appointment by the successor Trustee. If, within thirty (30) days after notice of the removal or
resignation of the Trustee no successor Trustee shall have been appointed and shall have
accepted such appointment, the removed or resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee, 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 Trustee having the qualifications required hereby.
98876903.6 - 23 -
The Trustee is hereby authorized to pay or redeem the Bonds when duly presented for
payment at maturity or on redemption prior to maturity. The Trustee shall cancel all Bonds upon
payment thereof or upon the surrender thereof by the City and shall destroy such Bonds and a
certificate of destruction shall be delivered to the City. The Trustee shall keep accurate records of
all Bonds paid and discharged and cancelled by it.
The Trustee shall, prior to an event of default, and after the curing of all events of default
that may have occurred, perform such duties and only such duties as are specifically set forth in
this Trust Agreement and no implied duties or obligations shall be read into this Trust
Agreement. The Trustee shall, during the existence of any event of default (that has not been
cured), exercise such of the rights and powers vested in it by this Trust Agreement, and use the
same degree of care and skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.
Section 6.02. Liability of Trustee. The recitals of facts, agreements and covenants herein
and in the Bonds shall be taken as recitals of facts, agreements and covenants of the City, and the
Trustee assumes no responsibility for the correctness of the same or makes any representation as
to the sufficiency or validity hereof or of the Bonds, or shall incur any responsibility in respect
thereof other than in connection with the rights or obligations assigned to or imposed upon it
herein, in the Bonds or in law or equity. The Trustee shall not be bound to recognize any person
as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and
such Owner's title thereto satisfactorily established, if disputed.
The Trustee shall not be liable in connection with the performance of its duties hereunder
except for its own negligence, willful misconduct or breach of duty. The Trustee shall not be
liable for any error of judgment made in good faith by a responsible officer, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent facts.
The Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Owners of not less than 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 Trust Agreement.
The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Trust Agreement at the request, order or direction of any of the Owners pursuant to the
provisions of this Trust Agreement unless such Owners shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby. The Trustee has no obligation or liability to the Owners for the payment of
interest on, principal of or redemption premium, if any, with respect to the Bonds from its own
funds; but rather the Trustee's obligations shall be limited to the performance of its duties
hereunder.
The Trustee shall not be 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 in connection with the Bonds, or as to the existence of a default or event of
98876903.6 - 24 -
11/16/2020
review all documents.
Print Staff Report
Upon adoption of Resolution No. 2020-08, the validation process will be initiated. Key milestones of this
process are listed below.
• City Council passes a resolution authorizing the sale of pension obligation bonds
• File Validation Action with Los Angeles County Superior Court
• Receive Order for Publication of Summons from the Court
• Publication of notice in local newspaper
• Waiting period for any responding party to file a petition
• Clerk enters hearing for a default judgment; if there is no responding parry, schedules a hearing
• Hearing for default judgment, if no responding party
• 30-day Appeal Period ends
• Bonds are issued.
During this validation period (estimated at 3 to 5 months), the City Manager and the financing team will refine
the various options for the City's proposed 2020 Pension Obligation Bonds. These options will include
evaluating different sizes of POBs, amortization shapes, and targeted funded ratios. Also, during this time, a
Preliminary Official Statement will be drafted (used to solicit investor interest) and a credit raring presentation
will be prepared in order to obtain a credit rating (similar to a "credit score") for the proposed financing. It is
anticipated that the team will be back in front of City Council for formal approval of the Preliminary Official
Statement May of 2020, but this exact date will be dictated by the actual duration of the validation period and
the municipal market interest rate environment.
FINANCING COST ESTIMATES AND SAVINGS:
Fees for the financing team will be paid through (or reimbursed from) the financing process and only upon
successful completion of the potential Pension Obligation Bond financing. However, given the unique nature
of a POB issuance, there are certain legal costs that will not be contingent upon a successful closing of the
transaction. These costs are estimated to not exceed $38,000 if the pension financing is not successfully closed
for legal validation costs ($28,000 to bond counsel Norton Rose Fulbright and not -to -exceed $10,000 to City
Attorney Jones & Mayer).
Savings from the POB financing will be determined by the ultimate size, structure, credit raring, and interest
rates at the time of bond sale and pricing. As noted earlier, several options will be presented and City staff,
with guidance from its Municipal Advisor, will ultimately recommend for City Council consideration /
approval which option is most prudent, if any, to execute. It should be noted that a POB that is executed in the
Spring of 2020 will begin generating savings in FY 2020/21. Adoption of the Resolution and commencing the
validation process provides the City with a basis to issue Pension Obligation Bonds in the future but does not
obligate the City to issue the bonds.
The chart below has been developed to better illustrate the potential benefit of the pension obligation bonds. It
should be noted that this analysis is considered preliminary. The analysis and chart below assume that the (1)
POBs of $157.9 million are issued and (2) the new debt service is structured to escalate at roughly 2%
annually over 24 years and (5) a 3.813% interest rate is used for the POB (inclusive of all costs).
Potential Cost Savings
https:/Idestinyhosted.com/print_ ag_memo.cfm?seq=661 &rev_num=0&mode=Extemal&reloaded=true&id=93762 4/7
default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any
collateral given to or held by it.
The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through attomeys-in-fact, agents or receivers, shall not be
answerable for the negligence or misconduct or any such attorney -in -fact, agent or receiver
appointed by it in accordance with the standards specified above. The Trustee shall be entitled to
advice of counsel and other professionals concerning all matters of trust and its duty hereunder,
but the Trustee shall not be answerable for the professional malpractice of any attorney or
certified public accountant in connection with the rendering of his professional advice in
accordance with the terms of this Trust Agreement, if such attorney or certified public
accountant was selected by the Trustee with due care.
Whether or not therein expressly so provided, every provision of this Trust Agreement, or
related documents relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Article.
The Trustee shall be protected in acting upon any notice, resolution, requisition, request
(including any Written Request of the City), consent, order, certificate, report, opinion, bond 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, who may be 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 it hereunder in good
faith and in accordance therewith.
Whenever in the administration of its rights and obligations hereunder the Trustee shall
deem it necessary or desirable that a matter be established or proved 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 bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by a Certificate of the City, which certificate shall be full
warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith
thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter
or may require such additional evidence as it may deem reasonable.
No provision of this Trust Agreement shall require the Trustee 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.
The Trustee shall have no responsibility, opinion, or liability with respect to any
information, statement or recital in any offering memorandum or other disclosure material
prepared or distributed with respect to the issuance of the Bonds.
All immunities, indemnifications and releases from liability granted herein to the Trustee
shall extend to the directors, employees, officers and agents thereof.
Any company into which the Trustee may be merged or converted or with which it may
be consolidated or any company resulting from any merger, conversion or consolidation to which
it shall be a party or any company to which the Trustee may sell or transfer all or substantially all
98876903.6 - 25 -
of its corporate trust business, provided that such company shall meet the requirements set forth
in Section 6.01, shall be the successor to the Trustee hereunder and vested with all of the title to
the trust estate and all of the trusts, powers, discretion, immunities, privileges and all other
matters as was its predecessor hereunder, without the execution or filing of any paper or further
act, anything herein to the contrary notwithstanding.
The Trustee shall not be deemed to have knowledge of any Event of Default unless and
until it shall have actual knowledge thereof by receipt of written notice thereof at its Corporate
Trust Office.
Section 6.03. Compensation and Indemnification of Trustee. The City covenants to pay
to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Trustee, and the City will pay or reimburse the Trustee upon its request for all
expenses, disbursements and advances incurred or made by the Trustee in accordance with any
of the provisions of this Trust Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence, default or willful
misconduct, including the negligence or willful misconduct of any of its officers, directors,
agents or employees.
The City, to the extent permitted by law, shall indemnify, defend and hold harmless the
Trustee against any loss, damages, liability or expense including legal fees and expenses incurred
without negligence, willful misconduct or bad faith on the part of the Trustee, (i) arising out of or
in connection with the acceptance or administration of the trusts created hereby or the exercise or
performance of any of its powers or duties hereunder, and (ii) any untrue statement or alleged
untrue statement of any material fact or omission or alleged omission to state a material fact
necessary to make the statements made, in light of the circumstances under which they were
made, not misleading in any official statement or other offering circular utilized in connection
with the sale of the Bonds, including costs and expenses (including attorneys' fees) of defending
itself against any claim or liability in connection with the exercise or performance of any of its
powers hereunder. The rights of the Trustee and the obligations of the City under this Section
shall survive the discharge of the Bonds and this Trust Agreement and the resignation or removal
of the Trustee.
ARTICLE VII
AMENDMENT OF THE TRUST AGREEMENT;
SUPPLEMENTAL TRUST AGREEMENT
Section 7.01. Amendment of the Trust Agreement.
(a) This Trust Agreement and the rights and obligations of the City and of the
Owners may be amended at any time by a Supplemental Trust Agreement which shall become
binding when the written consents of the Owners of a majority in Aggregate Principal Amount of
the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 7.02, are
filed with the Trustee. No such amendment shall (1) extend the maturity of or reduce the interest
98876903.6 - 26 -
rate on or amount of interest on or principal of or redemption premium, if any, or extend the time
of payment on any Bond without the express written consent of the Owner of such Bond, or (2)
reduce the percentage of Bonds required for the written consent to any such amendment.
(b) This Trust Agreement and the rights and obligations of the City and of the
Owners may also be amended at any time by a Supplemental Trust Agreement which shall
become binding upon adoption without the consent of, or notice to, any of the Owners for any
one or more of the following purposes:
(i) to add to the agreements and covenants required herein to be performed by
the City other agreements and covenants thereafter to be performed by the City, to pledge or
assign additional security for the Bonds (or any portion thereof), or to surrender any right or
power reserved herein to or conferred herein on the City;
(ii) to make such provisions for the purpose of curing any ambiguity or of
correcting, curing or supplementing any defective provision contained herein and in any
Supplemental Trust Agreement or in regard to questions arising hereunder which the City may
deem desirable or necessary and not inconsistent herewith;
(iii) to provide for the issuance of any Additional Bonds and to provide the
terms of such Additional Bonds, subject to the conditions and upon compliance with the
procedure set forth in Article III (which shall be deemed not to adversely affect Owners);
(iv) to modify, amend or add to the provisions herein or in any Supplemental
Trust Agreement to permit the qualification thereof under the Trust Indenture Act of 1939, as
amended, or any similar federal statutes hereafter in effect, and to add such other terms,
conditions and provisions as may be permitted by such statute or similar statute; or
(v) to modify, amend or supplement this Trust Agreement and any
Supplemental Trust Agreement in any manner that does not materially adversely affect the
interest of Owners of Bonds.
Section 7.02. Disqualified Bonds. Bonds owned or held by or for the account of the City
shall not be deemed Outstanding for the purpose of any consent or other action or any calculation
of Outstanding Bonds provided in this article, and shall not be entitled to consent to or take any
other action provided in this article. Upon request of the Trustee, the City shall specify in a
certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may
conclusively rely on such certificate.
Section 7.03. Endorsement or Replacement of Bonds After Amendment. After the
effective date of any action taken as hereinabove provided, the City may determine that the
Bonds may bear a notation by endorsement in form approved by the City as to such action, and
in that case upon demand of the Owner of any Outstanding Bonds and presentation of his Bond
for such purpose at the office of the Trustee a suitable notation as to such action shall be made on
such Bond. If the City shall so determine, new Bonds so modified as, in the opinion of the City,
shall be necessary to conform to such action shall be prepared and executed, and in that case
upon demand of the Owner of any Outstanding Bond a new Bond or Bonds shall be exchanged
98876903.6 - 27 -
at the office of the Trustee without cost to each Owner for its Bond or Bonds then Outstanding
upon surrender of such Outstanding Bonds.
Section 7.04. Amendment by Mutual Consent. The provisions of this article shall not
prevent any Owner from accepting any amendment as to the particular Bonds held by him,
provided that due notation thereof is made on such Bonds.
Section 7.05. Attorney's Opinion Regarding Supplemental Agreements. The Trustee
may obtain an Opinion of Counsel that any amendments or supplements to the Trust Agreement
comply with the provisions of this Article VII and the Trustee may conclusively rely upon such
opinion.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF HOLDERS
Section 8.01. Events of Default. If one or more of the following events (herein called
"events of default") shall happen, that is to say:
(a) if default shall be made by the City in the due and punctual payment of the
interest on any Bond when and as the same shall become due and payable;
(b) if default shall be made by the City in the due and punctual payment of the
principal of or redemption premium, if any, on any Bond when and as the same shall become due
and payable, whether at maturity as therein expressed or by proceedings for redemption;
(c) if default shall be made by the City in the performance of any of the agreements
or covenants required herein to be performed by the City, and such default shall have continued
for a period of 60 days after the City shall have been given notice in writing of such default by
the Trustee or the Owners of not less than 25% in Aggregate Principal Amount of the Bonds at
the time Outstanding, specifying such default and requiring the same to be remedied, provided,
however, if the default stated in the notice can be corrected, but not within the applicable period,
the Trustee and such Owners shall not unreasonably withhold their consent to an extension of
such time if corrective action is instituted by the City within the applicable period and diligently
pursued until the default is corrected; or
(d) if the City shall file a petition or answer seeking arrangement or reorganization
under the federal bankruptcy laws or any other applicable law of the United States of America or
any state therein, or if a court of competent jurisdiction shall approve a petition filed with or
without the consent of the City seeking arrangement or reorganization under the federal
bankruptcy laws or any other applicable law of the United States of America or any state therein,
or if under the provisions of any other law for the relief or aid of debtors any court of competent
jurisdiction shall assume custody or control of the City or of the whole or any substantial part of
its property.
98876903.6 - 28 -
Section 8.02. Remedies Upon an Event of Default. Upon the occurrence and
continuance of any event of default, the Trustee may, and upon the written request of Owners of
not less than 51% of the Aggregate Principal Amount of Bonds then Outstanding, and upon
being indemnified to its satisfaction, shall:
(a) by mandamus, suit, action or proceeding, compel the City and its members,
officers, agents or employees to perform each and every term, provision and covenant contained
in this Trust Agreement and the Bonds, and may require the carrying out of any or all such
covenants and agreements of the City and the fulfillment of all duties imposed upon it by this
Trust Agreement and by the Retirement Law.
(b) bring suit upon the defaulted Bonds.
(c) by suit, action or proceeding in equity, enjoin any acts or things which are
unlawful, or the violation of any of the Owners' rights.
(d) by suit, action or proceeding in any court of competent jurisdiction, require the
City and its members and employees to account as if it and they were the trustees of an express
trust.
Section 8.03. Application of Revenues and Other Funds After Default. If an event of
default shall occur and be continuing, all amounts then held or thereafter received by the Trustee
under any of the provisions of this Trust Agreement shall be applied by the Trustee as follows
and in the following order:
(a) To the payment of any fees and expenses necessary in the opinion of the Trustee
to protect the interests of the Owners of the Bonds and to the payment of the reasonable charges
and expenses of the Trustee (including reasonable fees and disbursements of its counsel, agents
and advisors) incurred in and about the performance of its powers and duties under this Trust
Agreement;
(b) To the payment of the principal and interest then due with respect to the Bonds
(upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially
paid, or surrender thereof if fully paid) subject to the provisions of this Trust Agreement, as
follows:
First: To the payment to the Persons entitled thereto of all installments of interest then
due in the order of the maturity of such installments, and, if the amount available shall not be
sufficient to pay in full any installment or installments maturing on the same date, then to the
payment thereof ratably, according to the amounts due thereon, to the Persons entitled thereto,
without any discrimination or preference; and
Second: To the payment to the Persons entitled thereto of the unpaid principal of any
Bonds which shall have become due, whether at maturity or by call for redemption, with interest
on the overdue principal at the rate borne by the respective Bonds on the date of maturity or
redemption and, if the amount available shall not be sufficient to pay in full all the Bonds,
together with such interest, then to the payment thereof ratably, according to the amounts of
98876903.6 - 29 -
principal due on such date to the Persons entitled thereto, without any discrimination or
preference.
Section 8.04. Non -Waiver. Nothing in this Article or in any other provision hereof or in
the Bonds shall affect or impair the obligation of the City, which is absolute and unconditional,
to pay the interest on and principal of and redemption premiums, if any, on the Bonds to the
respective Owners of the Bonds at the respective dates of maturity or upon prior redemption as
provided herein, or shall affect or impair the right of such Owners, which is also absolute and
unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein
and in the Bonds. A waiver of any default or breach of duty or contract by the Trustee or any
Owner shall not affect any subsequent default or breach of duty or contract or impair any rights
or remedies on any such subsequent default or breach of duty or contract. No delay or omission
by the Trustee or any Owner to exercise any right or remedy accruing upon any default or breach
of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of
any such default or breach of duty or contract or an acquiescence therein, and every right or
remedy conferred upon the Owners by the Act or by this Article may be enforced and exercised
from time to time and as often as shall be deemed expedient by the Trustee or the Owners.
If any action, proceeding or suit to enforce any right or exercise any remedy is
abandoned, the City, the Trustee and any Owner shall be restored to their former positions, rights
and remedies as if such action, proceeding or suit had not been brought or taken.
Section 8.05. Actions by Trustee as Attorney -in -Fact. Any action, proceeding or suit
which any Owner shall have 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, whether or not the
Trustee is an Owner, and the Trustee is hereby appointed (and the successive Owners, by taking
and holding the Bonds issued hereunder, shall be conclusively deemed to have so appointed it)
the true and lawful attorney -in -fact of the Owners for the purpose of bringing any such action,
proceeding or suit and for the purpose of doing and performing any and all acts and things for
and on behalf of the Owners as a class or classes as may be advisable or necessary in the opinion
of the Trustee as such attorney -in -fact.
Section 8.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Owners is intended to be exclusive of any other remedy, and each 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 Act or any other law.
Section 8.07. Limitation on Owners' Right to Sue. No Owner of any Bond issued
hereunder shall have the right to institute any suit, action or proceeding at law or equity, for any
remedy under or upon this Trust Agreement, unless (a) such Owner shall have previously given
to the Trustee written notice of the occurrence of an event of default as defined in Section 8.01
hereunder; (b) the Owners of at least a majority in Aggregate Principal Amount of all the Bonds
then Outstanding shall have made written request upon the Trustee to exercise the powers
hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) said
Owners shall have tendered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall
98876903.6 - 30 -
have refused or omitted to comply with such request for a period of sixty (60) days after such
request shall have been received by, and said tender of indemnity shall have 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 Bonds of any
remedy hereunder; it being understood and intended that no one or more owners of Bonds shall
have any right in any manner whatever by his or their action to enforce any right under this Trust
Agreement, except in the manner herein provided, and that all proceedings at law or in equity to
enforce any provision of the Trust Agreement shall be instituted, had and maintained in the
manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds.
Section 8.08. Absolute Obli¢ation of Citv. Nothing in this Section or in any other
provision of this Trust Agreement or in the Bonds contained shall affect or impair the obligation
of the City, which is absolute and unconditional, to pay the principal of, premium, if any and
interest on the Bonds to the respective Owners of the Bonds at their respective due dates as
herein provided.
ARTICLE IX
DEFEASANCE
Section 9.01. Discharge of Bonds.
(a) If the City shall pay or cause to be paid or there shall otherwise be paid to the
Owners of all Outstanding Bonds the interest thereon and the principal thereof and the
redemption premiums, if any, thereon at the times and in the manner stipulated herein and
therein, and shall pay or provide for the payment of all fees and expenses of the Trustee, then all
agreements, covenants and other obligations of the City to the Owners of such Bonds hereunder
shall thereupon cease, terminate and become void and be discharged and satisfied. In such event,
the Trustee shall execute and deliver to the City all such instruments as may be necessary or
desirable to evidence such discharge and satisfaction, the Trustee shall pay over or deliver to the
City all money or securities held by it pursuant hereto which are not required for the payment of
the interest on, principal of, and redemption premium (if any) on, such Bonds.
(b) Any Outstanding Bonds shall prior to the maturity date or redemption date thereof
be deemed to have been paid within the meaning of and with the effect expressed in subsection
(a) of this section if (1) in case any of such Bonds are to be redeemed on any date prior to their
maturity date, the City shall have given to the Trustee in form satisfactory to it irrevocable
instructions to provide notice in accordance with Section 2.03, (2) there shall have been
deposited with the Trustee either (A) money in an amount which shall be sufficient or (B)
Defeasance Securities which are not subject to redemption prior to maturity (including any such
Defeasance Securities issued or held in book -entry form on the books of the City or the Treasury
of the United States of America), the interest on and principal of which when paid will provide
money which, together with the money, if any, deposited with the Trustee at the same time, shall
be sufficient, in the opinion of an Independent Certified Public Accountant, to pay when due the
interest to become due on such Bonds on and prior to the maturity date or redemption date
thereof, as the case may be, and the principal of and redemption premiums, if any, on such
Bonds, and (3) in the event such Bonds are not by their terms subject to redemption within the
98876903.6 - 31 -
next succeeding 60 days, the City shall have given the Trustee in form satisfactory to it
irrevocable instructions to mail as soon as practicable, a notice to the Owners of such Bonds that
the deposit required by clause (2) above has been made with the Trustee and that such Bonds are
deemed to have been paid in accordance with this section and stating the maturity date or
redemption date upon which money is to be available for the payment of the principal of and
redemption premiums, if any, on such Bonds.
Section 9.02. Unclaimed Monev. Anything contained herein to the contrary
notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of
the Bonds or interest thereon which remains unclaimed for two (2) years after the date when such
Bonds or interest thereon have become due and payable, either at their stated maturity dates or
by call for redemption prior to maturity, if such money was held by the Trustee at such date, or
for two (2) years after the date of deposit of such money if deposited with the Trustee after the
date when such Bonds have become due and 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 not look to the Trustee for the payment of
such Bonds.
ARTICLE X
1VHSCELLANEOUS
Section 10.01. Benefits of the Trust Aareement Limited to Parties. Nothing contained
herein, expressed or implied, is intended to give to any person other than the City, the Trustee
and the Owners any right, remedy or claim under or by reason hereof. Any agreement or
covenant required herein to be performed by or on behalf of the City or any member, officer or
employee thereof shall be for the sole and exclusive benefit of the Trustee and the Owners.
Section 10.02. Successor Is Deemed Included in All References to Predecessor.
Whenever herein either the City or any member, officer or employee thereof or the Trustee is
named or referred to, such reference shall be deemed to include the successor or assigns thereof,
and all agreements and covenants required hereby to be performed by or on behalf of the City or
the Trustee, or any member, officer or employee thereof, shall bind and inure to the benefit of the
respective successors thereof whether so expressed or not.
Section 10.03. Execution of Documents by Owners. Any declaration, request or other
instrument which is permitted or required herein to be executed by Owners may be in one or
more instruments of similar tenor and may be executed by Owners in person or by their attorneys
appointed in writing. The fact and date of the execution by any Owner or his attorney of any
declaration, request or other instrument or of any writing appointing such attorney may be
proved by the certificate of any notary public or other officer authorized to make
acknowledgments of deeds to be recorded in the state or territory in which he purports to act that
the person signing such declaration, request 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 any Bonds and the amount, maturity, number
and date of holding the same may be proved by the registration books relating to the Bonds at the
office of the Trustee.
98876903.6 - 32 -
Any declaration, request, consent or other instrument or writing of the Owner of any
Bond shall bind all future Owners of such Bond with respect to anything done or suffered to be
done by the Trustee or the City in good faith and in accordance therewith.
Section 10.04. Waiver of Personal Liability. No member, officer or employee of the City
shall be individually or personally liable for the payment of the interest on or principal of or
redemption premiums, if any, on the Bonds by reason of their issuance, but nothing herein
contained shall relieve any such member, officer or employee from the performance of any
official duty provided by the Act or any other applicable provisions of law or hereby.
Section 10.05. Acquisition of Bonds by City. All Bonds acquired by the City, whether
by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation.
Section 10.06. Destruction of Cancelled Bonds. Whenever provision is made for the
return to the City of any Bonds which have been cancelled pursuant to the provisions hereof, the
Trustee shall destroy such Bonds and furnish to the City a certificate of such destruction.
Section 10.07. Content of Certificates. Every Certificate of the City with respect to
compliance with any agreement, condition, covenant or provision provided herein shall include
(a) a statement that the person or persons making or giving such certificate have read such
agreement, condition, covenant or provision and the definitions herein relating thereto; (b) a brief
statement as to the nature and scope of the examination or investigation upon which the
statements contained in such certificate are based; (c) a statement that, in the opinion of the
signers, they have made or caused to be made such examination or investigation as is necessary
to enable them to express an informed opinion as to whether or not such agreement, condition,
covenant or provision has been complied with; and (d) a statement as to whether, in the opinion
of the signers, such agreement, condition, covenant or provision has been complied with.
Any Certificate of the City may be based, insofar as it relates to legal matters, upon an
Opinion of Counsel unless the person making or giving such certificate knows that the Opinion
of Counsel with respect to the matters upon which his certificate may be based, as aforesaid, is
erroneous, or in the exercise of reasonable care should have known that the same was erroneous.
Any Opinion of Counsel may be based, insofar as it relates to factual matters information with
respect to which is in the possession of the City, upon a representation by an officer or officers of
the City unless the counsel executing such Opinion of Counsel knows that the representation
with respect to the matters upon which his opinion may be based, as aforesaid, is erroneous, or in
the exercise of reasonable care should have known that the same was erroneous.
Section 10.08. Accounts and Funds; Business Days. Any account or fund required herein
to be established and maintained by the Trustee may be established and maintained in the
accounting records of the Trustee either as an account or a fund, and may, for the purposes of
such accounting records, any audits thereof and any reports or statements with respect thereto, be
treated either as an account or a fund; but all such records with respect to all such accounts and
funds shall at all times be maintained in accordance with sound accounting practice and with due
regard for the protection of the security of the Bonds and the rights of the Owners. Any action
required to occur hereunder on a day which is not a Business Day shall be required to occur on
the next succeeding Business Day.
98876903.6 - 33
Section 10.09. Notices. All written notices to be given hereunder shall be given by mail
to the party entitled thereto at its address set forth below, or at such other address as such party
may provide to the other party in writing from time to time, namely:
If to the City:
If to the Trustee:
City of West Covina
1444 West Garvey Avenue South
West Covina, CA 91790
Attention: City Manager
U.S. Bank National Association
633 West 5t' Street
Los Angeles, CA 90071
Attention:
Section 10.10. Article and Section Headings and References. The headings or titles of
the several articles and sections hereof and the table of contents appended hereto shall be solely
for convenience of reference and shall not affect the meaning, construction or effect hereof. All
references herein to "Articles," "Sections" and other subdivisions or clauses are to the
corresponding articles, sections, subdivisions or clauses hereof; and the words "hereby,"
"herein," "hereof.. "hereto," "herewith," "hereunder" and other words of similar import refer to
the Trust Agreement as a whole and not to any particular article, section, subdivision or clause
hereof.
Section 10.11. Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof required hereby to be performed by or on the part of the City or the Trustee shall
be contrary to law, then such agreement or agreements, such covenant or covenants or such
portions thereof shall be null and void and shall be deemed separable from the remaining
agreements and covenants or portions thereof and shall in no way affect the validity hereof or of
the Bonds, and the Owners shall retain all the benefit, protection and security afforded to them
under the Act or any other applicable provisions of law. The City and the Trustee hereby declare
that they would have executed and delivered the Trust Agreement and each and every other
article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have
authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more
articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the
application thereof to any person or circumstance may be held to be unconstitutional,
unenforceable or invalid.
Section 10.12. Execution in Several Counterparts. This Trust Agreement 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 10.13. Governing Law. This Trust Agreement shall be governed by and
construed in accordance with the laws of the State of California.
98876903.6 - 34 -
11/16/2020
Print Staff Report
$23 to $73 million of
annual savings
S LS,000.rx+'J
S lA,o00.YYJ
55,000,000
$0.1 to $6.5 million
annually of
increased payments
s0 _
5 0 0 2 2 2 2 g
-15].: IrlRating ENO WrM 7.0%
Hypothetical 2020 Pension Obligation Bond Financing: Prior UAAL Payments vs. New Pension
Obligation Bond + Unrefunded UAAL
The black line represents the City's current repayment schedule for its UAAL. A POB may be able to help
"smooth -out" overall new payments (as shown using the green line) at a much lower level. Estimated
present value (PV) savings is $44.8 million, or 22.3% of refunded UAAL. Annual savings from 2021
through 2035 range from $2.3 to $7.3 million. Under this 24-year maturity scenario, there would be an
increase of payments ranging from $0.1 to $6.5 million annually from 2037 to 2044. In total, estimated
cumulative net present value savings is $44.8 million.
SB 450 Good Faith Estimates: Pursuant to Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the
California Legislative), certain good faith financing cost estimates (as obtained by the issuer from an
underwriter, municipal advisor, or private lender) must be disclosed at a public meeting before the governing
body's authorization of the issuance of bonds with a term greater than 13 months.
Information to be disclosed per Government Code Section 5852.1: Estimates
All In True interest cost of the bonds (the rate necessary to discount the
amounts payable on the respective principal and interest payment dates 3.812688%
to the purchase price received for the new issue of bonds)
Finance charge of the bonds (the sum of fees/charges paid to third $924,258.40
parties)
Amount of proceeds received by the public body from the sale of the
bonds, less the finance charge of the bonds and any reserves or $156,955,741.60
capitalized interest paid or funded with proceeds of the bonds
The total payment amount (the sum total of all debt service payments
on the bonds, plus the finance charge of the bonds not paid from bond $250,311,511.52
proceeds)
ANALYSIS
https:/Idestinyhosted.com/print_ ag_memo.cfm?seq=661 &rev_num=0&mode=Extemal&reloaded=true&id=93762 5/7
Section 10.14. CUSIP Numbers. Neither the Trustee nor the City shall be liable for any
defect or inaccuracy in the CUSIP number that appears on any Bond or in any redemption notice.
The Trustee may, in its discretion, include in any redemption notice a statement to the effect that
the CUSIP numbers on the Bonds have been assigned by an independent service and are
included in such notice solely for the convenience of the Owners and that neither City nor the
Trustee shall be liable for any inaccuracies in such numbers.
IN WITNESS WHEREOF, the CITY OF WEST COVINA has caused this Trust
Agreement to be signed in its name by the Authorized Representative and [TRUSTEE], in
acceptance of the trusts created hereunder, has caused this Trust Agreement to be signed by the
officer thereunder duly authorized, all as of the day and year first above written.
CITY OF WEST COVINA
By:
City Manager
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
98876903.6 - 35 -
EXHIBIT A
FORM OF BOND
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
No. R-
CITY OF WEST COVINA
TAXABLE PENSION OBLIGATION BONDS
SERIES 2020
Interest Maturity Original CUSIP
Rate Date Issue Date
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: DOLLARS
The CITY OF WEST COVINA, duly organized and validly existing under and pursuant
to the Constitution and laws of the State of California (the "City"), for value received hereby,
promises to pay to the registered owner identified above or registered assigns, on the maturity
date specified above (subject to any right of prior redemption hereinafter provided for) the
principal sum specified above, together with interest on such principal sum from the Interest
Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond
(unless this Bond is authenticated as of an Interest Payment Date or following the close of
business on the fifteenth day of the month preceding an Interest Payment Date (the "Record
Date") to such Interest Payment Date, in which event it shall bear interest from such Interest
Payment Date, or unless this Bond is authenticated prior to the Record Date for the first
Interest Payment Date, in which event it shall bear interest from the original issue date specified
above) until the principal hereof shall have been paid at the interest rate per annum specified
above, payable on 1, 20_, and semiannually thereafter on each I and
1 (each an "Interest Payment Date"). Interest due on or before the maturity or prior
redemption of this Bond shall be payable only by check mailed on the Interest Payment Date by
first-class mail to the registered owner hereof; provided that upon the written request of a
registered owner of $1,000,000 or more in aggregate principal amount of Bonds received by the
Trustee (as hereinafter defined) prior to the applicable record date, interest shall be paid by wire
98876903.6 A-1
transfer in immediately available funds. The principal hereof is payable in lawful money of the
United States of America at the Corporate Trust Office of the Trustee.
This Bond is one of a duly authorized issue of bonds of the City designated as its
"Taxable Pension Obligation Bonds, Series 2020" (the `Bonds") in aggregate principal amount
of $ , all of like tenor and date (except for variations relating to numbers,
maturities and interest rates), and is issued under and pursuant to the provisions of Articles 10
and 11 (commencing with Section 53570) of Chapter 3 of Division 2 of Title 5 of the
Government Code of the State of California and all laws amendatory thereof or supplemental
thereto (the "Act") and under and pursuant to the provisions of a trust agreement, dated as of [As
of Date] (the "Trust Agreement"), between the City and [TRUSTEE], as trustee (the "Trustee")
(copies of which are on file at the Corporate Trust Office of the Trustee).
Under the Trust Agreement, Additional Bonds and other obligations may be issued on a
parity with the Bonds, but subject to the conditions and upon compliance with the procedures set
forth in the Trust Agreement. The Bonds and any bonds or other obligations issued on a parity
with the Bonds are obligations imposed by law payable from funds to be appropriated by the
City pursuant to the Public Employees' Retirement Law, commencing with Section 20000 of the
Government Code of the State of California, as amended (the "Retirement Law"). Reference is
hereby made to the Act and to the Trust Agreement and any and all amendments thereof and
supplements thereto for a description of the terms on which the Bonds are issued, the rights of
the registered owners of the Bonds, security for payment of the Bonds, remedies upon default
and limitations thereon, and amendment of the Trust Agreement (with or without consent of the
registered owners of the Bonds); and all the terms of the Trust Agreement are hereby
incorporated herein and constitute a contract between the City and the registered owner of this
Bond, to all the provisions of which the registered owner of this Bond, by acceptance hereof,
agrees and consents.
The Bonds are subject to redemption as provided in the Trust Agreement.
THE OBLIGATIONS OF THE CITY OF WEST COVINA HEREUNDER,
INCLUDING THE OBLIGATION TO MAKE ALL PAYMENTS OF INTEREST AND
PRINCIPAL WHEN DUE, ARE OBLIGATIONS OF THE CITY OF WEST COVINA
IMPOSED BY LAW AND ARE ABSOLUTE AND UNCONDITIONAL, WITHOUT ANY
RIGHT OF SET-OFF OR COUNTER CLAIM. NEITHER THE BONDS NOR THE
OBLIGATION OF THE CITY OF WEST COVINA TO MAKE PAYMENTS ON THE
BONDS CONSTITUTE AN INDEBTEDNESS OF THE CITY OF WEST COVINA, THE
STATE OF CALIFORNIA, OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE
MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR
RESTRICTION.
This Bond is transferable only on a register to be kept for that purpose at the above -
mentioned office of the Trustee by the registered owner hereof in person or by his duly
authorized attorney upon payment of the charges provided in the Trust Agreement and upon
surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee
duly executed by the registered owner or his duly authorized attorney, and thereupon a new fully
registered Bond or Bonds in the same aggregate principal amount of authorized denominations
98876903.6 A-2
will be issued to the transferee in exchange therefor. The City and the Trustee may deem and
treat the registered owner hereof as the absolute owner hereof for the purpose of receiving
payment of the interest hereon and principal hereof and for all other purposes, whether or not this
Bond shall be overdue, and neither the City nor the Trustee shall be affected by any notice or
knowledge to the contrary; and payment of the interest on and principal of this Bond shall be
made only to such registered owner, which payments shall be valid and effectual to satisfy and
discharge liability on this Bond to the extent of the sum or sums so paid.
This Bond shall not be entitled to any benefit, protection or security under the Trust
Agreement or become valid or obligatory for any purpose until the certificate of authentication
hereon endorsed shall have been manually executed and dated by the Trustee.
It is hereby certified that all acts, conditions and things required by law 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 law and
that the amount of this Bond, together with all other indebtedness of the City, does not exceed
any limit prescribed by the Constitution or laws of the State of California and is not in excess of
the amount of Bonds permitted to be issued under the Trust Agreement.
IN WITNESS WHEREOF, the City of West Covina has caused this Bond to be executed
in its name and on its behalf by the signature of the Mayor and to be countersigned by the
signature of the Assistant City Clerk of the City of West Covina, and has caused this Bond to be
dated as of the original issue date specified above.
CITY OF WEST COVINA
By
Mayor
Countersigned
Assistant City Clerk
98876903.6 A-3
[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds described in the within -mentioned Trust Agreement which has
been authenticated on 20 .
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By
Authorized Officer
98876903.6 A-4
[FORM OF ASSIGNMENT]
For value received the undersigned hereby sells, assigns and transfers unto
(Taxpayer Identification Number: ) the within Bond and all rights
thereunder, and hereby irrevocably constitutes and appoints attorney
to transfer the within bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Note: The signature to this Assignment must correspond with the name as written on the face of
the Bond in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
Notice: Signature must be guaranteed by an eligible guarantor institution.
98876903.6 A-5
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NORTON ROSE FULBRIGHT US LLP
ROBIN D. BALL (STATE BAR NO. 159698)
MICHEII L. CARTER (STATE BAR NO.288081)
ANDY JINNAH (STATE BAR NO.297907)
555 South Flower Street, Forty -First Floor
Los Angeles, California 90071
Telephone: (213) 892-9200
Facsimile: (213) 892-9494
robin.baH@nortonrosefulbright.com
michelie.carter@nortotwosefulbright.com
andyjinnah@nortonrosefulbright.com
Attorneys for Plaintiff
CITY OF WEST COVINA
Fee Exempt - Public Entity, Gov. Code § 6103
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF WEST COVINA,
Plaintiff;
V.
ALL PERSONS INTERESTED IN THE
MATTER OF THE ISSUANCE AND SALE
OF BONDS FOR THE PURPOSE OF
REFUNDING CERTAIN OBLIGATIONS
OWED BY THE CITY OF WEST COVINA
TO THE PUBLIC EMPLOYEES'
RETIREMENT SYSTEM UNDER THE
PUBLIC EMPLOYEES' RETIREMENT
LAW, AND ALL PROCEEDINGS LEADING
THERETO, INCLUDING THE ADOPTION
OF RESOLUTION NO.2020-08 OF THE
CITY COUNCIL OF THE CITY OF WEST
COVINA AUTHORIZING THE ISSUANCE
AND SALE OF SUCH BONDS AND
AUTHORIZING THE EXECUTION AND
DELIVERY OF TRUST AGREEMENT
AND RELATED DOCUMENTS,
Case No.
COMPLAINT FOR VALIDATION
(§ 860, et seq., of the Code of Civil
Procedure; §§ 53511 and 53589.5 of the
Government Code)
[TIME SENSITIVE - PRIORITY
Cal. Civ. Proc. Code § 867]
98877213.3
COMPLAINT
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COMPLAINT
Plaintiff, the City of West Covina., California (the "City) brings this validation action
against all interested persons pursuant to section 860, et seq., of the California Code of Civil
Procedure (the "Code of Civil Procedure') and sections 53511 and 53589.5 of the California
Government Code (the "Government Code'). The City alleges as follows:
The Parties
1. The City is and was at all tirnles mentioned herein a municipal corporation duly
organized and existing under the laws and Constitution of the State of California (the "State').
The City is a "local agency" as defined by the sections 53510 and 53580 of the Government Code
and is therefore authorized to bring this action pursuant to sections 53511 and 53589.5 of the
Government Code and section 860, et seq., of the Code of Civil Procedure.
2. The governing body of the City is the City Council of the City of West Covina (the
"City Council), which has its principal place of business in Los Angeles County, California.
3. Defendants herein are all persons having or claiming to have an interest in the
proceedings, including the adoption of the Resolution (as defined herein) and the execution and
delivery of the Trust Agreement. The names and capacities of those persons having or claunning
an interest in the Resolution and the proceedings leading up to the adoption of the Resolution and
the execution and delivery of the Trust Agreement are unknown to the City; therefore, the City
names such interested persons as provided under section 860, et seq. See Paragraph 4 below.
Publication of Smmnons
4. Section 861 of the Code of Civil Procedure states that jurisdiction of all interested
parties may be had by publication of summons pursuant to Section 6063 of the Government Code
in a newspaper of general circulation designated by the court, published in the county where the
action is pending and whenever possible within the boundaries of the public agency.
5. The San Gabriel Valley Tribune is a newspaper published and of general
circulation in Los Angeles County. The newspaper's coverage area explicitly includes the City.
The City believes that the San Gabriel Valley Tribune is the most likely publication to give notice
to persons interested in these proceedings.
98877213.3
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COMPLAINT
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Statutory Authorization for this Validation Proceeding
6. Section 860 of the Code of Civil Procedure provides that a public agency, such as
the City, may bring an in rem action to determine the validity of any matter which under any
other law is authorized to be determined pursuant to section 860, et seq., of the Code of Civil
Procedure.
7. Section 53511 of the Government Code states that a local agency may bring an
action to determine the validity of its bonds, warrants, contracts, obligations or evidence of
indebtedness pursuant to section 860, et seq., of the Code of Civil Procedure. As defined in
section 53510 of the Government Code, the City is a "local agency" authorized to bring an action
under section 860, et seq., of the Code of Civil Procedure.
8. Section 53589.5 of the Government Code states that a local agency may bring an
action to determine the validity of an issuance or proposed issuance of refunding bonds, and the
legality and validity of all proceedings previously taken or proposed to be taken in a resolution
adopted by a local agency for the authorization, issuance, sale and delivery of bonds, pursuant to
section 860 et seq. of the Code of Civil Procedure. As defined under section 53580 of the
Government Code, the City is a "local agency" authorized to bring an action under section 860, et
seq., of the Code of Civil Procedure.
9. Section 860 of the Code of Civil Procedure provides that the action shall be
brought in the Superior Court of the county in which the principal office of the agency is located.
The principal office of the City is located in Los Angeles County, California. See Paragraph 2
above.
10. Thus, this action is properly brought by the City as an in rem proceeding pursuant
to sections 53511 and 53589.5 of the Government Code and section 860, et seq., of the Code of
Civil Procedure for judicial examination, approval, and confirmation of the validity of the
proceedings described above, the Resolution, the execution and delivery of the Trust Agreement
(as defined herein), the issuance and sale of the Bonds of any Series (as defined in the Trust
Agreement), and any other related contracts or agreements authorized or contemplated by the
City.
98877213.3
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COMPLAINT
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Debt Limitation Established in Article XVI, Section 18
of the California Constitution Does Not Apply to the City
11. Article XVI, Section 18 of the California Constitution provides in part:
No county, city, town, township, board of education, or school district, shall incur any
indebtedness or liability in any manner or for any purpose exceeding in any year the
income and revenue provided for such year, without the assent of two-thirds of the voters
of the public entity voting at the election to be held for that purpose... .
12. The California Supreme Court has hell that this debt limitation established in
Section 18 of Article XVI (the 'Constitutional Debt Limitation) does not apply to obligations
imposed by law.
13. Deferred compensation obligations, such as the Pension Obligation (as defined
below in Item 15), are a protected category of employment obligations not subject to the
Constitutional Debt Limitation.
14. Refunding an existing obligation, such as a Pension Obligation, does not create a
new or different liability for purposes of the Constitutional Debt Limitation; instead, it merely
evidences a change in form of existing liability.
The City is Obligated to Fund Its Pension Obligation
15. A contract between the City and the California Public Employees' Retirement
System (the `Retirement Systenf) was first approved on May 23, 1966, pursuant to City Council
Ordinance No.968.
16. City employees are members of the California Public Employees' Retirement
System (the `Retirement System) established under sections 20000 through 21500 of the
Government Code (the `Retirement Law'), and the City has entered into contracts, as amended
from time to time for the Safety Plan (CALPERS ID 3693758199, Valuation Rate Plan 688) and
the Miscellaneous Plan (ID 3693758199, Valuation Rate Plan 687), with the Retirement System
Board of Administration (collectively, the ' CalPERS Contract'). The CalPERS Contract
evidences the City's obligations under the Retirement Law to make payments to fund the
98877213.3
-4-
COMPLAINT
11/16/2020
Print Staff Report
According to the actuarial valuation dated June 30, 2018 (recently released in September 2019), the City had a
total projected UAAL at 6/30/2020 of approximately $200 million, comprised of approximately $48 million
for Miscellaneous employees and approximately $152 million for Safety employees. The recommended not -
to -exceed Pension Obligation Bond Principal amount is $205 million, including $200 million of UAAL,
issuance costs and a small contingency. The City Manager and the finance team have provided analysis of a
preferred POB with a principal of $157.9 million if issued on June 16, 2020. Ca1PERS calculates payoff
amounts to the exact day it receives funds. Therefore, bond sizing will vary with the exact issuance date:
earlier issuance would result in a smaller bond and later issuance would result in a larger bond.
NEXT STEPS
Assuming this Resolution is approved by the City Council, the financing team and City Manager will work
together concurrently with the validation process to prepare the final plan of finance and the Preliminary
Official Statement for the Pension Obligation Bonds. The Preliminary Official Statement is the offering
document with respect to the POBs and must contain all material information to enable investors to determine
whether to purchase the POBs.
LEGAL REVIEW:
The City Attorney's Office has reviewed and approved the report and the attached resolutions.
OPTIONS:
The City Council has the following options:
1. Adopt the attached resolution to begin the process of issuing Pension Obligation Bonds, or
2. Adopt the resolution but only approve the validation action, or
3. Provide staff alternative direction.
Prepared by: David Carmany
Fiscal Impact
FISCAL IMPACT:
Issuance of Pension Obligation Bonds to fund the Unfunded Actuarial Accrued Liability exchanges one
obligation for another at a lower interest rate. The financial benefit to the City is anticipated to be $44.8
million in savings over the term of the bonds. If City does not proceed with Pension Obligation Bond
issuance, there is a non -contingent cost paid for professional legal validation services that shall not exceed
$38,000.
Attachments
Attachment 1 - Reso 2020-08
Attachment 2 - Draft Trust Agreement
Attachment 3 - Validation Complaint
Attachment 4 - Estimated Cost of Issuance
Attachment 5 - Pension Obligation Bond Timeline
Attachment 6 - Government Finance Officers Association Advisory
CITY Achieve Fiscal Sustainability and Financial Stability
COUNCIL Enhance City Facilities and Infrastructure
https:/Idestinyhosted.com/print_ ag_memo.cfm?seq=661 &rev_num=0&mode=Extemal&reloaded=true&id=93762 6/7
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retirement benefits for eligible employees and former employees (the `Pension Obligation'),
which includes the Unfunded Liability, as defined below in Paragraph 18.
17. The Retirement Law and the CaIPERS Contract obligate the City, inter alia, to:
• make normal, annual contributions to the Retirement System to fund
pension and other retirement benefits for City employees who are members
of the Retirement System;
• amortize the unfunded liability with respect to such pension benefits in
respect of retired safety and miscellaneous employees under the pension
programs of the Retirement System (Safety Plan, CAPERS ID
3693758199, Valuation Rate Plan 688; Miscellaneous Plan CalPERS ID
3693758199, Valuation Rate Plan 687) (the "Unfunded Liability"); and
• appropriate funds for the purpose of meeting these obligations; and
18. The Retirement System has prepared actuarial valuations projecting the Unfunded
Liability of the City as of June 30, 2020 to be $199,686,217.
19. The City is authorized under sections 53571 and 53584 of the Government Code to
provide for the refunding of its obligations (which are `revenue bonds" within the meaning of
53570 of the Government Code and "bonds" and `refunding bonds" within the meaning of 53580
of the Government Code), including the Unfunded Liability, by issuing bonds or other evidences
of indebtedness and applying the proceeds of such to the retirement of such obligations.
The Resolution
20. Pursuant to sections 860 and 864 the Code of Civil Procedure, the Bonds (as
defined in Item 21), the Trust Agreement (as defined in Item 21), any supplemental trust
agreements and all contracts executed and delivered in connection with the Bonds, are in
existence and subject to validation upon their authorization by the City Council, as evidenced by
their adoption of a resolution or ordinance authorizing their issuance.
21. On February 4, 2020, the City Council of the City (the "City Council') adopted its
Resolution No. 2020-08 entitled "RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA AUTHORIZING THE ISSUANCE AND DELIVERY OF PENSION
98877213.3
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COMPLAINT
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OBLIGATION BONDS TO REFUND CERTAIN OUTSTANDING PENSION FUND
OBLIGATIONS OF THE CITY TO THE CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM; APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A TRUST AGREEMENT; AUTHORIZING A
VALIDATION ACTION; APPROVING CERTAIN PROFESSIONALS FOR THE
REFUNDING; AND OTHER MATTERS RELATING THERETO" (the `Resolution'). A true
and correct copy of the Resolution is attached hereto as Exhibit A.
22. The Resolution as adopted authorizes the issuance and sales of pension obligation
bonds (the `Bonds') and the execution and delivery of a trust agreement (the "Trust Agreement').
The Bonds shall be payable from all legally available funds of the City pursuant to Articles 10
and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code, comirencing with
Section 53570 of said Code (the `Bond Law) for the purpose of refilnding the Unfunded
Liability and paying normal costs, evidenced by the CalPERS Contract, subject to the condition
that the aggregate principal amount of the initial series of Bonds issued under the Trust
Agreement shall not exceed $205,000,000.
The Trust Agreement
23. The Resolution approved the form of, and authorized the City to execute and
deliver, the Trust Agreement, pursuant to which the proceeds from the sale of the Pension
Obligation Bonds will be deposited with a trustee, which in turn will remit such proceeds to the
Retirement System to refund all or a portion of the Pension Obligation.
24. The Trust Agreement establishes the terms and conditions upon which the Bonds
shall be issued and the Pension Obligation refunded. The Trust Agreement will be substantially
in the form presented to the City Council, a true and correct copy of which is attached hereto as
Exhibit B, with such changes therein, deletions therefrom and additions thereto as authorized in
the Resolution.
25. The Bonds and any and all contracts and agreements related thereto, including but
not limited to the Trust Agreement, relate to and constitute both (i) a protected category of
98877213.3
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COMPLAINT
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employment obligations excluded from the Constitutional Debt Limitation and (ii) the refunding
of a pre-existing obligation imposed by law exempt from the Constitutional Debt Limitation.
Cause of Action
(Validation)
26. This action is brought by the City to establish, among other things, that the
obligations of the City, as evidenced by the CalPERS Contract, to make contributions to the
Retirement System pursuant to the Retirement Law to fund pension and other retirement benefits
represents an `obligation imposed by law" for which the City is obligated to satisfy from any
money available in any fund in the City's treasury. As an obligation imposed by law, the City's
obligation to make payments to fund the retirement benefits for City employees is exempt from
the Constitutional Debt Limitation, and the issuance and sale of bonds for the purpose of
refunding such obligation is therefore also an obligation imposed by law and exempt from the
Constitutional Debt Limitation.
27. All such proceedings by and for the City and the provisions of the Resolution and
the Trust Agreement were and are in the best interests of the City and all interested parties, and
were, are and will be in conformity with the provisions of all laws and enactments at any time in
force or controlling upon said proceedings, whether of law, statute or ordinance, and whether
federal, state or municipal and were and are in conformity with all requirements of all regulatory
bodies, agencies or officials having authority over or asserting authority over said proceedings or
any part thereof.
28. The City realleges and incorporates by reference the allegations made throughout
this Complaint as though My set forth herein.
29. The Retirement Law imposes a statutory duty upon the City to provide funding for
retirement benefits for City employees and former employees.
30. The City has evidenced its Pension Obligation in the CalPERS Contract, which is
a legal and enforceable obligation of the City.
98877213.3
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COMPLAINT
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31. The Bonds will be issued and sold to refund all or a portion of the Pension
Obligation, in fiulfillment of the City's obligation to fund the retirement benefits for City
employees and former employees.
32. The CalPERS Contract, the Pension Obligation, the Bonds and the Trust
Agreement relate to and constitute a protected class of obligations excluded from consideration
under the Constitutional Debt Limitation.
33. All proceedings by and for the City in connection with the Resolution, the Bonds,
the Trust Agreement, any supplemental trust agreements and any other related contracts or
agreements authorized or contemplated by the City, were and are valid and legal, and were and
are in conformity with the applicable provisions of all laws and enactments at any ti rle in force or
controlling upon such proceedings, whether imposed by charter, law, constitution, statute or
ordinance, whether federal, state, or local, including the Constitutional Debt Limitation.
34. All conditions, things, and acts required by law to exist, happen, or be performed
precedent to the adoption of the Resolution, and the terms and conditions thereof, including the
authorization for the issuance and sale of the Bonds, the execution and delivery of the Trust
Agreement and any supplemental trust agreements and any other related contracts or agreements
authorized or contemplated by the City, have existed, happened, and been performed in the time,
form, and manner required by law.
35. The City has the authority under the California Constitution and California law to:
(a) provide for the refunding of all or a portion of the Pension Obligation, by
executing and delivering the Trust Agreement and any other related contracts or
agreements, and issuing the Pension Obligation Bonds; and
(b) apply the proceeds of the Bonds to the refi xting of all or a portion of the Pension
Obligation, including the Unfunded Liability, or any then -outstanding Bonds, and
the payment of costs of issuing the Bonds.
36. Upon the execution and delivery thereof, the Bonds, the Trust Agreement and all
other agreements executed and delivered in connection therewith wil be valid, legal, and binding,
including any and all contracts and obligations enforceable in accordance with their terms.
98877213.3
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COMPLAINr
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37. The City's incurrence of any and all indebtedness and/or liability in connection
with the Pension Obligation or the Bonds, the Trust Agreement and all contracts and agreements
related thereto, including any supplemental trust agreements, is exempt from and not subject to
the Constitutional Debt Limitation.
38. This action is properly brought under sections 53511 and 53589.5 of the
Government Code and section 860 et seq. of the Code of Civil Procedure.
Prayer for Relief
The City prays for relief as follows:
39. That judgment be entered on the Cause of Action determining that:
(a) This action is properly brought under section 860 et seq. of the Code of Civil
Procedure and sections 53511 and 53589.5 of the Government Code;
(b) All proceedings by and for the City in connection with the Resolution, the Trust
Agreement, the Bonds, and the refunding of the City's obligation, evidenced by
the CalPERS Contract, to pay the Unfunded Liability and normal costs, have been
duly and lawfully taken in accordance with all requirements of law, including all
requirements of section 860 et seq. of the Code of Civil Procedure and the Bond
Law;
(c) The Resolution, the Trust Agreement, the Bonds and the refunding of the City's
Unfunded Liability and the payment of normal costs, and related contracts or
agreements approved by the Resolution or contemplated by the City Council in
connection with such contract and agreements, were and are valid, legal and
binding obligations enforceable against the City and the other parties thereto in
accordance with their terms and were and are in conformity with the applicable
provisions of all laws and enactments at any time in force or controlling upon such
proceedings, whether imposed by law, constitution, statute or ordinance and
whether federal, state or municipal, including but not limited to the provisions of
the Constitutional Debt Limitation and the Bond Law;
98877213.3
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COMPLAINT
I (d) All conditions, things and acts required by law to exist, happen or be performed
2 precedent to the adoption of the Resolution, the Trust Agreement, and the terms
3 and conditions thereof, and including execution and delivery of all related
4 contracts or agreements approved by the Resolution or contemplated by the City
5 Council of the City in connection with the issuance of the Bonds, have existed,
6 happened and been performed in the time, form and manner required by law;
7 (e) The City has the authority under California law to execute and deliver the Trust
8 Agreement and to undertake the issuance and sale of Bonds for the purpose of
9 refunding the Unfunded Liability and paying the normal costs, including the
10 making of any such changes therein, deletions therefrom and additions thereto as
11 the officers authorized in the Trust Agreement shall approve;
12 (fl The City has the authority under California law to apply the proceeds of the Bonds
13 to the retirement of its obligation, evidenced by the CaIPERS Contract, for the
14 reduction of the Unfunded Liability and the payment of normal costs;
15 (g) The CalPERS Contract and the Unfunded Liability constitute evidences of
16 indebtedness which are bonds and revenue bonds within the meaning of the Bond
17 Law;
18 (h) The City will be legally obligated to satisfy its obligations under the Bonds from
19 all legally available funds of the City, and the City Council will be obligated to
20 make all annual appropriations of such funds as may be required to satisfy its
21 annual obligations under the Bonds, such obligations are legal, valid and in
22 conformity with all requirements of the law, and are obligations which are fully
23 enforceable against the City;
24 (i) The Trust Agreement and the Bonds and all agreements and contracts related
25 thereto, are `obligations imposed by law" and are exempt from and not subject to
26 the Constitutional Debt Limitation;
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98877213.3 - 10 -
o�R �rn Pnree
COMPLAINT
1 0) Jurisdiction of interested persons shall be established by publication of the
2 Sums pursuant to section 861 of the Code of Civil Procedure and section 6063
3 of the Government Code in the San Gabriel Valley Tribune as soon as practicable;
4 (k) The Bonds and any and all contracts and agreements executed and delivered in
5 connection therewith are valid and binding obligations of the State of California;
6 and
7 (1) The institution by any person of any action or proceeding raising any issue as to
8 which the judgment is binding and conclusive (which includes all matters
9 adjudicated or which at the time of the judgment could have been adjudicated),
10 against the City and against aH other persons are permanently enjoined.
11 40. For costs incurred herein.
12 41. For such other and further relief as the Court may deem just and proper.
13
14 Dated: February , 2020 NORTON ROSE FULBRIGHT US LLP
15 ROBIN D. BALL
MICHELLE L. CARTER
16 ANDY JINNAH
17 By lslRobin D. Ball
ROBIN D. BALL
18 ATTORNEYS FOR PLAINTIFF
19 CTTY OF WEST COVINA
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98877213.3-
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COMPLAINT
Estimated Cost of Issuance
City of West Covina
as Of 1/228/220220
Issue: Pension Obligation Bonds
Series 2020
Estimated Notional Amount: $I57,88o,000.00
DESCRIPTION:
Firm:
Fee Amount:
Issuer's Counsel (NTE)*
I Jones & Mayer
I $
10,000
Bond & Disclosure Counsel
Norton Rose
$
124,500
Validation Counsel Fees (NTE)*
Norton Rose
I $
28,000
Municipal Advisor
Wolf & Company/ NHA
$
97,500
Trustee & Escrow Agent
US Bank
$
2,700
Actuarial Consultant**
[TBD, if needed]
$
20,000
Budget Forecast Consultant**
I [TBD, if needed]
I $
30,000
Printing
Imagemaster
$
2,500
Rating Agency**
I S&P
I $
97,000
Contingency
[TBD, if needed]
$
10,000
Subtotal
COI
$
422,200
Underwriter's Discount
Hilltop Securities (3.18/1000)
$
502,058
Total Costs
$
924,258
`Non -contingent Professional fees relating to the validation process.
—Non-contingent Professional fees relating to the issuance of pension obligation bonds.
Activity
Date
City Staff Recommends Muni Advisor, Underwriter Bond Counsel
1/22/2020
City Council Approves MA, UW, BC,Validation Docs
2/4/2020
Financial & Risk Analysis of POB Alternatives
2/ 18/2020
Rating Presentation
4/22/2020
Rating Issued
5/1 1/2020
City Council to Approved Issuance, POS, Indenture
5/ 19/2020
Bond Sale
6/5/2020
ADVISORY
A GFOA advisory identifies specific policies and procedures necessary to minimize a government's exposure to
potential loss in connection with its financial management activities. It is not to be interpreted as GFOA
sanctioning the underlying activity that gives rise to the exposure.
Evaluating the Use of Pension Obligation Bonds (1997 and 2005) (DEBT & CORBA)
Background. An unfunded actuarial accrued liability (UAAL) for pension benefits generally represents the
difference between the present value of all benefits estimated to be payable to plan members as a result of their
service through the valuation date and the actuarial value of plan assets available to pay those benefits. This
amount changes over time as a result of changes in accrued benefits, pay levels, rates of return on investments,
changes in actuarial assumptions, and changes in the demographics of the employee base.
State and local governments normally reduce their unfunded actuarial pension liability over time as part of their
annual required pension contribution. Some governments, however, have elected to issue pension obligation
bonds to reduce their unfunded actuarial liability as a part of the overall strategy for managing its pension costs.
Governments should also realize that, while the UAAL may initially be fully funded, actuarial experience may
result in over or under funding over time. Policies should be developed to manage potential over or under
funding, regardless of the issuance of POBs.
Pension obligation bonds must be issued on a taxable basis because current federal tax law restricts the investment
of the proceeds of tax-exempt bonds in higher -yielding taxable securities. From a purely financial perspective,
issuing pension obligation bonds can produce savings for a government if the interest rate paid on the bonds is
less than the rate of return earned on proceeds placed in the pension plan. However, governments issuing pension
obligation bonds must be aware of the risks involved with these instruments and have the ability to manage these
risks.
Recommendation. The Government Finance Officers Association (GFOA) recommends that state and local
governments use caution when issuing pension obligation bonds. If a government chooses to issue pension
obligation bonds, they should ensure they are legally authorized to issue these bonds and that other legal or
statutory requirements governing the pension fund are not violated. Furthermore, the issuance of the pension
obligation bonds should not become a substitute for prudent funding of pension plans.
Governments issuing pension obligation bonds should compare the bond's debt service schedule to the pension
system's current UAAL amortization schedule, using the true interest cost of the bond issue as the discount rate to
calculate the estimated net present value savings. Additionally, issuing governments should consider the amount
of the estimated net present value savings, the spread between the true interest cost of the bonds, and the actuarial
investment return assumption of the pension plan.
Even if the analysis indicates that financial benefits appear to outweigh the risks, governments should evaluate
other issues that may arise if the bonds are issued, such as the loss of flexibility in difficult economic times
because of the need to make timely payments of principal and interest in order not to default on the bonds,
potential misunderstanding by policy makers regarding the possibility that an unfunded liability may reappear in
the future, and potential pressures for additional benefits by government employees if plans are fully funded and
the government's contribution as a percentage of payroll has declined relative to neighboring jurisdictions.
11/16/2020 Print Staff Report
GOALS & Enhance the City Image and Effectiveness
OBJECTIVES: Respond to the Global COVID-19 Pandemic
https:/Idestinyhosted.com/print_ ag_memo.cfm?seq=661 &rev_num=0&mode=Extemal&reloaded=true&id=93762 7/7
Before deciding to issue pension obligation bonds, a governmental entity should undertake a careful financial
analysis that considers the following:
o Adequate disclosure of the fact that even if bonds are sold, governments could still face an unfunded
liability in the future resulting from such factors as changes in benefit levels, investment returns,
demographics, or other factors that were not anticipated when THE bonds were issued.
o Pension obligation bonds should be structured in a manner that does not defer principal payments.
Additionally, the bonds should not have a maturity that is in excess of the current unfunded actuarial
accrued liability amortization period.
o Most pension systems have investment practices that are designed to accept smaller incremental
contributions than are typical with pension obligation bonds. A review of the system's ability to
adequately incorporate a much larger contribution into the system without adversely affecting the
system's asset allocation should be considered.
o Issuance of debt to fund pension liability increases debt burden and may use up debt capacity that could
be used for other purposes.
o Issuing pension obligation bonds converts a liability that may not be fully reported on the face of the
financial statements (i.e., the unfunded actuarial accrued liability) into a liability that is reported on the
face of the financial statements (i.e., bonds payable).
o Governments should ensure that the pension system review its cash flow in order to ensure that benefits
are paid in a timely manner, since annual employer contributions will be reduced in lieu of debt service
payments on the POBs. Analysis should extend through the amortization period of the unfunded liability
on a cash flow basis and the debt service period of the POB.
o Special consideration and analysis should be given to the actuarial and cost implications for individual
employers participating in multiple -employer systems.
References
• Financing Retirement Systems Benefits, Richard G. Roeder, Public Employee Retirement Series, GFOA,
1987.
• "Pension Obligation Bonds: Practices and Perspectives," Government Finance Review, GFOA, December
1996.
• "Risky Business? Evaluating the Use of Pension Obligation Bonds," Government Finance Review, GFOA,
June 2003, pp. 12-17.
Approved by the GFOA's Executive Board, March 2005.
RESOLUTION NO.2020-08
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST
COVINA, CALIFORNIA AUTHORIZING THE ISSUANCE AND
DELIVERY OF PENSION OBLIGATION BONDS TO REFUND
CERTAIN OUTSTANDING PENSION FUND OBLIGATIONS OF THE
CITY TO THE CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT
SYSTEM; APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A TRUST AGREEMENT;
AUTHORIZING A VALIDATION ACTION; APPROVING CERTAIN
PROFESSIONALS FOR THE REFUNDING; AND OTHER MATTERS
RELATING THERETO
WHEREAS, the City of West Covina, California (the "City) is obligated by the Public
Employees' Retirement Law, commencing with Section 20000 of the Government Code of the
State of California, as amended (the `Retirement Law), to make payments to the System
relating to pension benefits accruing to the California Public Employees' Retirement System's
(the "System's') members, including the City; and
WHEREAS, the City is obligated specifically to make certain payments to the System in
respect of current and retired public safety employees and miscellaneous employees under the
pension programs of the System that amortize such obligations over a fixed period of time,
including normal costs (collectively, the "Pension Obligation'); and
WHEREAS, the Pension Obligation is evidenced by a contract or contracts with the
System with respect to public safety employees and miscellaneous employees of the City, as
heretofore and hereafter amended from time to time (collectively, the "CalPERS Contract'); and
WHEREAS, the City is authorized pursuant to Articles 10 and 11 (commencing with
Section 53570) of Chapter 3 of Division 2 of Title 5 of the Government Code of the State of
California (the "Act') to issue bonds for the purpose of refunding any evidence of indebtedness
of the City; and
WHEREAS, the City desires to issue one or more series of bonds (the `Pension
Obligation Bonds') for the purpose of refunding obligations under the CalPERS Contract and
thereby providing funds to the System in payment of the Pension Obligation; and
WHEREAS, there is on file with the City Council the proposed form of Trust Agreement
(the 'Trust Agreement') to be entered into between the City and a trustee to be named therein
(the "Trustee'), relating to the Pension Obligation Bonds, including the forms of Bonds attached
thereto as an exhibit.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF WEST COVINA AS FOLLOWS:
Section 1. The City Council hereby finds and determines that the foregoing recitals
are true and correct.
988770975
Section 2. This City Council hereby finds and declares that the issuance of the
Pension Obligation Bonds to refired Pension Obligations of the Safety Plan and the
Miscellaneous Plan, and the other actions contemplated by this Resolution are in the best
interests of the City.
Section 3. This City Council hereby authorizes and approves the assignment and
pledge of all the City's rights, title and interest in and to all money and securities for deposit in,
or deposited in, the Bond Fund established pursuant to the Trust Agreement and any investment
earnings thereon, and any collateral security for, and all proceeds of, any of the foregoing, to the
Trustee, in trust for the security of the owners, of one or more series of the Pension Obligation
Bonds, and the issuance, sale and delivery of such Pension Obligation Bonds. The Pension
Obligation Bonds shall be in substantially the form attached to the Trust Agreement, with such
changes therein, deletions therefrom and additions thereto as the City Manager shall approve,
such approval to be conclusively evidenced by the execution and delivery of the Pension
Obligation Bonds. The Pension Obligation Bonds of any series shall be issued as current interest
fixed rate bonds. The aggregate principal amount of the initial series of Pension Obligation
Bonds (the '2020 Pension Obligation Bonds') shall not exceed (i) the lesser of $205,000,000 or
(ii) the amount of the Pension Obligation (as confirmed by the System) remaining unpaid on the
Safety Plan and the Miscellaneous Plan (plus a normal cost contribution with respect to such
plans), described above on the date of issuance, plus an additional amount desirable to fund a
reserve and to pay costs of issuance of the Pension Obligation Bonds, original issue discount,
and Underwriter's discount with respect to such Pension Obligation Bonds.
The Underwriter's discount, excluding original issue discount, shall not exceed 0.318%
of the aggregate principal amount of the 2020 Pension Obligation Bonds. The maximum interest
rate on the 2020 Pension Obligation Bonds shall not exceed 5.8% per annum The 2020 Pension
Obligation Bonds shall mature not later than 30 years following their date of issuance.
Section 4. The Pension Obligation Bonds, including the 2020 Pension Obligation
Bonds, shall constitute an obligation imposed by law, pursuant to the Constitution and the laws
of the State of California, including the Retirement Law. Payment of the principal of and interest
on the Pension Obligation Bonds is not limited to any special source of funds and shall be
payable from any legally available moneys or finds of the City.
Section 5. The proposed form of Trust Agreement, between the City and the Trustee,
on file with the City Clerk, is hereby approved. The Mayor, the City Manager, and the City Clerk
(the "Authorized Representatives') are each hereby authorized and directed, severally, or any
such officer's designee, for and on behalf of the City, to execute and deliver the Trust
Agreement, substantially in the form on file with the City Clerk, with such changes therein,
deletions therefrom and additions thereto (including, but not limited to changes, deletions and
additions as may be required by a municipal bond insurer, if any) as such Authorized
Representative shall approve, such approval to be conclusively evidenced by the execution and
delivery of the Trust Agreement.
Section 6. If an Authorized Representative determines that it will be advantageous to
the City to purchase municipal bond insurance or secure other credit or liquidity enhancement
with respect to some or all of the Pension Obligation Bonds, such Authorized Representative or
98877097.5 - 2 -