SEVENTH SUPPLEMENTAL BURBANK WATER AND POWER
ELECTRIC REVENUE BOND INDENTURE
by and between the
CITY OF BURBANK, CALIFORNIA
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of February 1, 2023
(Supplemental to the
Burbank Water and Power Electric Revenue Bond Indenture dated as of October 1, 1998)
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ARTICLE XVIII
THE SERIES 2023 BONDS
SECTION 18.01. Definitions............................................................................................ 2 SECTION 18.02. Authorization; Terms of the Series 2023 Bonds .................................. 3 SECTION 18.03. Redemption of Series 2023 Bonds ....................................................... 4 SECTION 18.04. Selection of Series 2023 Bonds for Redemption ................................. 4 SECTION 18.05. Notice of Redemption of Series 2023 Bonds ....................................... 5 SECTION 18.06. Partial Redemption of Series 2023 Bonds ........................................... 5 SECTION 18.07. Effect of Redemption of Series 2023 Bonds........................................ 5 SECTION 18.08. Form of Series 2023 Bonds.................................................................. 6 SECTION 18.09. Issuance of Series 2023 Bonds ............................................................ 6 SECTION 18.10. Application of Proceeds of Series 2023 Bonds .................................... 6 SECTION 18.11. Establishment and Application of Series 2023 Electric System Fund ..................................................................................................... 6 SECTION 18.12. Establishment and Application of Series 2023 Costs of Issuance Fund....................................................................................... 6 SECTION 18.13. Establishment and Application of Series 2023 Bond Reserve Subaccount ........................................................................................... 7 SECTION 18.14. Designation of Series 2023 Bonds as Participating Bonds .................. 7 SECTION 18.15. Use of Depository ................................................................................ 7 SECTION 18.16. Valuation of Funds and Accounts ........................................................ 9 SECTION 18.17. Tax Covenants ..................................................................................... 9 SECTION 18.18. Terms of Series 2023 Bonds Subject to the Indenture ....................... 14 SECTION 18.19. Effective Date of Seventh Supplement .............................................. 14 SECTION 18.20. Execution in Counterparts.................................................................. 14
EXHIBIT A Form of Series 2023 Bonds.............................................................. A-1 EXHIBIT B Form of Requisition ......................................................................... B-1
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Sev
enth Supplemental Burbank Water and Power Electric Revenue Bond Indenture (Supplemental to the Burbank Water and Power Electric
Revenue Bond Indenture dated
as of October 1, 1998)
Authorizing the Issuance of
$__________ Aggregate Principal Amount of
City of Burbank, California
Burbank Water and Power Electric Revenue Bonds,
Series of 2023
__________________________________________________
This SEVENTH SUPPLEMENTAL BURBANK WATER AND POWER ELECTRIC REVENUE BOND INDENTURE, dated as of February 1, 2023 (this “Seventh Supplement”), by and between the CITY OF BURBANK, CALIFORNIA (the “City”), a municipal corporation and chartered city duly organized and existing under the Constitution and laws of the State of California, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor trustee (the “Trustee”),
WITNESSETH:
WHEREAS, this S eventh Supplement is supplemental to the Burbank Water and Power Electric Revenue Bond I ndenture (formerly known as the Public Service Department Electric Revenue Bond Indenture), dated as of October 1, 1998 (the “Electric Revenue Bond Indenture”), between the City and the Trustee, providing for the issuance of City of Burbank, California Burbank Water and Power Electric Revenue Bonds (the “Bonds”); and WHEREAS, the Electric Revenue Bond Indenture provides that the City may issue Bonds from time to time as authorized by a supplemental indenture; and WHEREAS, Article 12 of Chapter 4 of Title 2 (formerly Article 12 of Chapter 14) of the Burbank Municipal Code authorizes the City to issue revenue bonds for the purpose of financing additions, betterments and extensions to and improvements of the electric energy system of the City, including capa city rights in electric generation and transmission facilities, and related facilities and to refund obligations issued for such purpose; and WHEREAS, the City has heretofore issued six Series of revenue bonds under the Electric Revenue Bond Indenture, one of which Series is currently outstanding as described below; and WHEREAS, the City has heretofore issued its City of Burbank, California Burbank Water and Power Electric Revenue Bonds, Series of 2010B (Taxable Build America Bonds) (the “2010B Bonds,” which 2010B Bonds are currently outstanding in the principal amount of $52,665,000, pursuant to the Electric Revenue Bond Indenture, as supplemented and amended, including by a Fifth Supplemental Burbank Water and Power Electric Revenue Bond Indenture, dated a s of March 1, 2010; and
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HEREAS, the City has determined that it is in the interests of the City at this time to issue a s eventh S eries of revenue bonds pursuant to the Electric Revenue Bond Indenture, as supplemented and amended, including by this Seventh Supplement (collectively, the “Indenture”), such bonds to be known as the City of Burbank, California Burbank Water and Power Electric Revenue Bonds, Series of 2023 (the “Series 2023 Bonds”) issued in the principal amount of $__________ to, together with other funds, (i) finance the acquisition and construction of certain improvements to the Electric System, as described below, [(ii) fund a deposit to the Parity Reserve Fund for the Bonds] and (iii) pay Costs of Issuance in connection with the issuance and delivery of the Series 2023 Bonds; and
WHEREAS, the City Council has determined that it is necessary and required that the City enter into this Seventh Supplement to establish and declare, in conjunction with the Electri c Revenue Bond Indenture, the terms and conditions upon which the Series 2023 Bonds shall be issued and secured and to secure the payment of the principal thereof and premium (if any) and interest thereon; and
WHEREAS, the City Council has determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and the entering into of this Seventh Supplement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Seventh Supplement; NOW, THEREFORE, the parties hereto agree, as follows:
ARTICLE XVIII
THE SERIES 2023 BONDS
SECTION 18.01. De
finitions. The terms defined in this Section shall, for all purposes of this Seventh Supplement and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. Terms defined in the Indenture not otherwise defined herein shall have the meanings specified therein.
“Authorized Denomination” means, with respect to the Series 2023 Bonds , $5,000 or any
integral multiple thereof.
“Certificate,” “ Statement,” “ Request,” “ Requisition” or “Order” of the City mean, respectively, a written certificate, statement, request, requisition or order signed in the name of the City by the City Manager, a Deputy City Manager, the City Treasurer, the Financial Services Director, the General Manager of Burbank Water and Power or the Chief Financial Officer of Burbank Water and Power, or any other person authorized by any of the foregoing to execute such instruments. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. If and to the extent required by Section 1.03 of the Electric Revenue Bond Indenture, certificates and opinions shall include the statements provided for in said Section 1.03.
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“S
ecurities Depository” shall have the meaning assigned to such term in Section 18.15(A) hereof.
[“Series 2023 Bond Reserve Subaccount” means the subaccount of the Parity Reserve Fund established pursuant to Section 18.13 hereof.]
“Series 2023 Bonds” means the City of Burbank, California Burbank Water and Power Electric Revenue Bonds, Series of 2023, as described in Section 18.02 hereof. “Series 2023 Costs of Issuance Fund” means the fund by that name established pursuant to Section 18.12 hereof.
“Series 2023 Electric System Fund” means the fund by that name established pursuant to Section 18.11 hereof.
“2023 Electric Project” means construction of the Willow Substation, repair and replacement of portions of the Golden State Substation, conversion of electrical circuits, construction of solar generation and battery storage systems, undergrounding distribution lines and replacement and upgrade of distribution system equipment, or any other or additional facilities for the generation, transmission or distribution of electricity that the City hereafter determines to substitute therefor.
SECTION 18.02. Aut
horization; Terms of the Series 2023 Bonds.
(A) A seventh Series of Bonds to be issued under the Indenture is hereby created. Such Series shall be known as the “ City of Burbank, California Burbank Water and Power Electric Revenue Bonds, Series of 2023” (herein referred to as the “Series 2023 Bonds”). The Series 2023 Bonds shall be issued in the aggregate principal amount of $_________ in accordance with the law and the Indenture for the purposes of, together with other funds, (i) financing the costs of the 2023 Electric Project, [(ii) funding a deposit to the Parity Reserve Fund for the Bonds] and (iii) paying the Costs of Issuance in connection with the issuance and delivery of the Series 2023 Bonds.
(B) The Series 2023 Bonds shall be issued in fully registered form and shall be initially registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company. The Series 2023 Bonds shall be evidenced by one Series 2023 Bond maturing on each of the maturity da tes and of the same interest rate as set forth in subsection 18.02(C) in a denomination corresponding to the total principal amount of the Series 2023 Bonds of such maturity and interest rate. Each Series 2023 Bond shall be assigned by the Trustee a distinctive number or letter and number, and a record of the same shall be maintained by the Trustee. Registered ownership of the Series 2023 Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 18.15. (C) The Series 2023 Bonds shall be dated the date of delivery thereof, shall be Bonds which are Current Interest Indebtedness, shall be shall be designated Serial Bonds, shall be issued in Authorized Denominations , and shall bear interest from the date thereof at the following rates per annum and shall mature on June 1 in the following years in the following amounts:
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Maturity Date
June 1
Principal
Amount
Interest
Rate
Interest on the Series 2023 Bonds shall be payable commencing on June 1, 2023 and semiannually thereafter on June 1 and December 1 of each year in lawful money of the United States of America by check mailed by first-class mail on each interest payment date to the Owner thereof as of the close of business on the fifteenth (15th) da y of the calendar month immediately preceding such interest payment date; provided, that upon the written request of an Owner of one million dollars ($1,000,000) or more in aggregate principal amount of Series 2023 Bonds received by the Trustee prior to the applicable Record Date (which such request shall remain in effect until rescinded in writing by such Owner), interest shall be paid by wire transfer in immediately available funds. Interest on the Series 2023 Bonds shall be computed on the basis of a 360- day year of twelve 30 -day months. The principal of and premium, if any, on the Series 2023 Bonds are payable when due upon presentation thereof at the Corporate Trust Office of the Trustee, in lawful money of the United States of America.
So long as the Series 2023 Bonds are maintained in book- entry form, payments of principal, premium, if any, and interest shall be made by the Trustee to the Securities Depository by wire transfer.
The Trustee shall provide to Bondholders CUSIP number identification, with appropriate dollar amounts for each CUSIP number, on all redemption payments and interest payments, whether by check or by wire transfer.
SECTION 18.03. Re
demption of Series 2023 Bonds . [ The Series 2023 Bonds maturing on or before June 1, 20__ are not subject to redemption prior to maturity. The Series 2023 Bonds maturing on and after June 1, 20__ shall be subject to redemption prior to their stated maturities, at the option of the City, from any source of available funds, as a whole or in part in Authorized Denominations on any date (by such maturities as may be specified by the City and by lot within a maturity), on or after June 1, 20__, at a Redemption Price equal to 100% of the principal amount of Series 2023 Bonds called for redemption, plus accru ed interest to the date fixed for redemption.]
SECTION 18.04. Select
ion of Series 2023 Bonds for Redemption. Whenever
provision is made in this Seventh Supplement for the redemption of less than all of the Series 2023 Bonds, the maturities of the Series 2023 Bonds to be redeemed shall be specified by the City.
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henever provision is made in this Seventh Supplement for the redemption of less than all of the Series 2023 Bonds of any maturity (and interest rate) , the Trustee shall select the Series 2023 Bonds to be redeemed, from all Series 2023 Bonds of the respective maturity (and interest rate) not previously called for redemption, in Authorized Denominations, by lot in any manner that the Trustee in its sole discretion shall deem appropriate. The Trustee shall promptly notify the City in writing of the Series 2023 Bonds so selected for redemption.
SECTION 18.05. Not ice of Redemption of Series 2023 Bonds. The City shall notify the Trustee at least forty-five (45) days prior to the redemption date for Series 2023 Bonds pursuant to Section 18.03 (or such shorter time as may be agreed to by the Trustee). Notice of redemption shall be mailed by the Trustee, not less than twenty (20) nor more than sixty (60) days prior to the redemption date, (i) to the respective Owners of any Series 2023 Bonds designated for redemption at their addresses appearing on the bond registration books of the Trustee by first -class mail, (ii) to the Securities Depository by electronic means of communications and by first -class mail, and (iii) to EMMA at www.emma.msrb.org, by electronic means of communication, or to such other securities depositories or information services as the City may designate in a Request of the City delivered to the Trustee. Notice of redemption shall be given in the form and otherwise in accordance with the terms of the Indenture and this Seventh Supplement.
The City has the right to rescind any notice of the opti onal redemption of Series 2023
Bonds by Request to the Trustee on or prior to the dated fixed for such redemption. Any notice of optional redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Series 2023 Bonds then called for redemption, and such cancellation will not constitute an Event of Default. The City and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of notice of redemption. The Trustee shall provide notice of rescission of redemption in the same manner as the original notice of redemption was provided.
SECTION 18.06. Pa
rtial Redemption of Series 2023 Bonds. Upon surrender of any Series 2023 Bond redeemed in part only, the City shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the City, a new Series 2023 Bond of Authorized Denominations, and of the same maturity and interest rate, equal in aggregate principal amount to the unredeemed portion of the Series 2023 Bond surrendered.
SECTION 18.07. Eff ect of Redemption of Series 2023 Bonds. Notice of redemption having been duly given as aforesaid, and moneys for payment of the Redemption Price of, together with interest accrued to the redemption date on, the Series 2023 Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Series 2023 Bonds (or portions thereof) so called for redemption shall become due and payable at the Redemption Price specified in such notice, together with interest accrued thereon to the date fixed for redemption, interest on the Series 2023 Bonds so called for redemption shall cease to accrue, said Series 2023 Bonds (or portions thereof) shall cease to be entitled to any benefit or security under the Indenture, and the Owners of said Series 2023 Bonds shall have no rights in respect thereof except to receive payment of said Redemption Price and accrued interest.
All Series 2023 Bonds
redeemed pursuant to the provisions of this Article shall be cancelled upon surrender thereof and destroyed.
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ECTION 18.08. Form of Series 2023 Bonds . The Series 2023 Bonds and the certificate of authentication and registration to be executed thereon shall be in substantially the form set forth as Exhibit A hereto. The Series 2023 Bond designation letters and numbers, maturity dates, principal amounts and interest rates shall be inserted therein in conformity with Section
18.02. SECTION 18.09. Issuan ce of Series 2023 Bonds. At any time after the execution and delivery of this Seventh Supplement, the City may execute and the Trustee shall authenticate and deliver the Series 2023 Bonds in the aggregate principal amount of $_________ upon the Order of the City.
SECTION 18.10. Appli cation of Proceeds of Series 2023 Bonds. (A) The proceeds of the sale of the Series 2023 Bonds in the amount of $___________ (computed as $__________ aggregate principal amount of the Series 2023 Bonds, less $________ Underwriter’s discount, plus $_____________ net original issue premium) shall be received by the Trustee on behalf of the City and, together with certain other available amounts as described below, held in trust and set aside as follows:
(i) The Trustee shall transfer to the City for deposit in the 2023 Electric System Fund $_________, to be applied in accordance with Section 18.11 hereof; (ii) [The Trustee shall deposit in the Parity Reserve Fund $___________, to be applied in accordance with Section 5.04 of the Indenture]; and (iii) The Trustee shall deposit in the Series 2023 Costs of Issuance Fund from proceeds of the Series 2023 Bonds the amount of $_________, to be applied in accordance with Section 18.12 hereof.
SECTION 18.11. Es tablishment and Application of Series 2023 Electric System Fund.
The Trustee shall establish and maintain and hold in trust a special fund designated as the “Series 2023 Electric System Fund.” The moneys in the Series 2023 Electric System Fund shall be used and withdrawn by the Trustee to pay the costs of the 2023 E lectric Project (or to reimburse the City for the payment of such costs) in accordance with directions of the City expressed in one or more Requisitions of the City delivered to the Trustee, in the form set forth as Exhibit B.. Moneys on deposit in the Series 2023 Electric System Fund may be invested by the Trustee in Investment Securities or the Local Agency Investment Fund (LAIF) pursuant to Requests of the City delivered to the Trustee. All interest, profit and other income received from the investment of moneys in the Series 2023 Electric System Fund shall be credited to such Fund. If any sum shall remain unexpended in the Series 2023 Electric System Fund after completion of the 2023 Electric Project, such completion to be evidenced by a Certificate of the City delivered to the Trustee, it shall, at the direction of the City, be applied for any lawful purpose with respect to the Electric System upon such terms and conditions as shall not, in the opinion of Bond Counsel, adversely affect the exclusion from gross income for federal income tax purposes of interest on the Series 2023 Bonds.
SECTION 18.12. Est
ablishment and Application of Series 2023 Costs of Issuance Fund. The Trustee shall establish and maintain and hold in trust a special fund designated as the “Series 2023 Costs of Issuance Fund.” The moneys in the Series 2023 Costs of Issuance Fund ATTACHMENT 3
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hall be used and withdrawn by the Trustee to pay the Costs of Issuance of the Series 2023 Bonds in accordance with directions of the City expressed in one or more Requisitions of the City delivered to the Trustee, in the form set forth as Exhibit B. Moneys on deposit in the Series 2023 Costs of Issuance Fund may be invested by the Trustee in Investment Securities or the Local Agency Investment Fund (LAIF) pursuant to Requests of the City delivered to the Trustee. All interest, profit and other income received from the investment of moneys in the Series 2023 Costs of Issuance Fund shall be credited to such Fund. If any sum shall remain unexpended in the Series 2023 Costs of Issuance Fund on May 1, 2023 it shall, at the direction of the City, be (i) transferred to the 2023 Electric System Fund, to be used to pay the costs of the 2023 Electric Project or any additions to and extensions and improvements of the Electric System, or (ii) applied for any lawful purpose with respect to the Electric System upon such terms and conditions as shall not, in the opinion of Bond Counsel, adversely affect the exclusion from gross income for federal income tax purposes of interest on the Series 2023 Bonds.
SECTION 18.13. Es
tablishment and Application of Series 2023 Bond Reserve Subaccount. [The Trustee shall establish and maintain and hold in trust at all times a special subaccount within the Parity Reserve Fund designated as the “Series 2023 Bond Reserve Subaccount.” Upon the issuance of the Series 2023 Bonds, the amount remaining on deposit in the Parity Reserve Fund (not previously allocated to the Series 2010B Bond Reserve Subaccount) shall be allocated to the Series 2023 Bond Reserve Subaccount. Amounts on deposit in the Series 2023 Bond Reserve Subaccount shall be applied in accordance with Section 5.04 of the Indenture. For purposes of accounting for any withdrawal from the Parity Reserve Fund for transfer to the Debt Service Fund pursuant to Section 5.04 of the Indenture in the event of a deficiency in the Debt Service Fund, the total amount of any such withdrawal from the Parity Reserve Fund shall be allocated ratably among the Series 2010B Bond Reserve Subaccount, the Series 2023 Bond Reserve Subaccount, any other bond reserve subaccount hereafter established in the Parity Reserve Fund and the balance of the Parity Reserve Fund (if any). For purposes of accounting for any deposit to the Parity Reserve Fund pursuant to Section 5.02(b) of the Indenture to provide for the replenishment of the Parity Reserve Fund, the total amount of such deposit shall be allocated among the Series 2010B Bond Reserve Subaccount, the Series 2023 Bond Reserve Subaccount, any other bond reserve subaccount hereafter established in the Parity Reserve Fund and the balance of the Parity Reserve Fund (if any) pro rata based on the amount of any prior withdrawal or deficiency therein.]
SECTION 18.14. Des
ignation of Series 2023 Bonds as Participating Bonds . [ The Series 2023 Bonds shall be Participating Bonds for purposes of the Parity Reserve Fund.] SECTION 18.15. Use of Depository. Notwithstanding any provision of the Indenture or this Seventh Supplement to the contrary:
(A) The Series 2023 Bonds shall be issued in fully registered form, in Authorized Denominations and shall be initially registered in the name of “ Cede & Co.,” as nominee of The Depository Trust Company (the “ Securities Depository”), and shall be evidenced by one Series 2023 Bond maturing on each of the maturity dates as set forth in subsection 18.02(C) and of the same interest rate in a denomination corresponding to the total principal amount of the Series 2023 Bonds of such maturity and interest rate.
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egistered ownership of the Series 2023 Bonds, or any portions thereof, may not thereafter be transferred except:
(i) To any successor of The Depository Trust Company or its nominee, or to any substitute depository designated pursuant to clause (ii) of this subsection (A) (a “Substitute Depository”); provided, that any successor of The Depository Trust Company or Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it;
(ii) To any Substitute Depository not objected to by the Trustee, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the City that The Depository Trust Company or its successor (or any Substitute Depository or its successor) is no longer able to carry out its functions as depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or Substitute Depository or its successor) from its functions as depository; provided, that no Substitute Depository that is not objected to by the Trustee can be obtained, or (2) a determination by the City that it is in the best interests of the City to remove The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its function as depository. (B) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection 18.15(A), upon receipt of all Outstanding Series 2023 Bonds by the Trustee, toget her with a Certificate of the City to the Trustee, a single new Series 2023 Bond for each maturity and interest rate shall he executed and delivered, registered in the name of such successor or such Substitute Depository, or their nominees, as the case may be, all as specified in such Certificate of the City. In the case of any transfer pursuant to clause (iii) of subsection 18.15(A) hereof, upon receipt of all Outstanding Series 2023 Bonds by the Trustee together with a Certificate of the City to the Trustee, new Series 2023 Bonds shall be executed and delivered in such denominations and registered in the names of such persons as are requested in such a Certificate of the City, subject to the limitations of Section 18.02 hereof; provided, that the Trustee shall not be required to deliver such new Series 2023 Bonds within a period less than 60 days from the date of receipt of such a Certificate of the City.
(C) In the case of partial redemption (if applicable) , cancellation or an advance refunding of any Series 2023 Bonds evidencing all or a portion of the principal maturing in a particular year, The Depository Trust Company shall make an appropriate notation on the Series 2023 Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee.
(D) The City and the Trustee shall be entitled to treat the person in whose name any Series 2023 Bond is registered as the Owner thereof for all purposes of the Indenture and any applicable laws, notwithstanding any notice to the contrary re ceived by the Trustee or the City; and the City and the Trustee shall have no responsibility for transmitting payments to, ATTACHMENT 3
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ommunication with, notifying, or otherwise dealing with any beneficial owners of the Series 2023 Bonds. Neither the City nor the Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including The Depository Trust Company or its successor (or Substitute Depository or its successor), except to the Owner of any Series 2023 Bond.
(E) So long as all Outstanding Series 2023 Bonds are registered in the name of “ Cede & Co.” or its registered assign, the City and the Trustee shall cooperate with “Cede & Co.,” as sole registered Owner, and its registered assigns in effecting payment of the principal of and redemption premium, if any, and interest on the Series 2023 Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due.
SECTION 18.16. Va
luation of Funds and Accounts. Notwithstanding anything to the contrary in the Indenture, for the purposes of determining the amount in any fund or account held by the Trustee under the Indenture, all Investment Securities credited to such fund or account shall be valued at the lesser of cost or market value (plus, prior to the first payment of interest following purchase, the amount of any accrued interest paid as part of the purchase price).
SECTION 18.17. Tax C
ovenants. In furtherance of the covenants set forth in Sections
6.07 and 6.08 of the Indenture, in connection with the Series 2023 Bonds, the City hereby covenants as follows:
(A) Special Definitions . W hen used in this Section, the following terms have the following meanings:
“Code” means the Internal Revenue Code of 1986.
“Computation Date” has the meaning set forth in section 1.148- 1(b) of the Treasury Regulations.
“Gross Proceeds”, with respect to an issue, means any proceeds of that issue as defined in section 1.148- 1(b) of the Treasury Regulations (referring to sales, investment and transferred proceeds), and any replacement proceeds of that issue as defined in section 1.148-1(c) of the Treasury Regulations.
“Investment” means (i) any security (within the meaning of section 165(g)(2)(A) or (B) of the Code), (ii) any obligation (notwithstanding that such obligation may be a tax-exempt bond), (iii) any annuity contract, (iv) when allocated to a bond other than a private activity bond, any residential rental property for family units that is not located within the jurisdiction of the issuer and that is not acquired to implement a court ordered or approved housing desegregation plan, or (v) any investment -type property (as defined in section 1.148- 1(e) of the Treasury Regulations).
“Nongovernmental Output Property” means any property (or interest therein) which prior to its acquisition by the City was used by (or manufactured for or to the order of or held for the use by) any Nongovernmental Person (whether actually so used or not) in connection with any electric and gas generation, transmission, distribution, or related facilities.
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Nongovernmental Person” refers to any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, or an agency or instrumentality acting solely on behalf thereof. “Nonpurpose Investment”, with respect to an issue, means any investment other than a tax-exempt bond that is not a specified private activity bond (within the meaning of section 57(a)(5)(C) of the Code), in which Gross Proceeds of that issue are invested and that is not acquired to carry out the governmental purposes of that issue.
“Proceeds,” with respect to an issue of governmental obligations, has the meaning set forth in has the meaning set forth in section 1.148- 1(b) of the Treasury Regulations (referring to sales, investment and transferred proceeds, but not replacement proceeds, of that issue). “Rebate Amount” has the meaning set forth in section 1.148- 1(b) of the Treasury Regulations.
“Treasury Regulations” means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code. “Yield” shall have:
(i) with respect to any Investment or class of Investments, that meaning which is set forth in section 1.148-5 of the Treasury Regulations; and (ii) with respect to any issue, that meaning which is set forth in section 1.148- 4 of the Treasury Regulations.
(B) Not to Cause Interest to Become Taxable. The City will take all actions necessary to establish and maintain the exclusion pursuant to section 103(a) of the Code of interest on the Series 2023 Bonds from the gross income of the owners thereof for federal income tax purposes, and will not use, permit the use of, or omit to use Gross Proceeds of the Series 2023 Bonds in a manner that if made or omitted, respectively, would cause the interest on any of the Series 2023 Bonds to fail to be excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written Opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect the exclusion pursuant to section 103(a) of the Code of interest on any Series 2023 Bond from the gross income of the owner thereof, the City shall comply with this covenant and each of the specific covenants in this Section 18.17. (C) No Private Use or Private Payments. Except as would not cause any Series 2023 Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Treasury Regulations and rulings thereunder, the City shall at all times prior to the final cancellation of the last of the Series 2023 Bonds to be retired:
(i) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Series 2023 Bonds and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable ATTACHMENT 3
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o the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by Nongovernmental Person; (ii) not directly or indirectly impose or accept any charge or other payment by any governmental or N ongovernmental P erson or entity in respect of the use of Gross Proceeds of the Series 2023 Bonds, or of any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, of the type described in clause (i) foregoing, other than payments that are of taxes of general application within the jurisdiction of the City; and (iii) Where the Series 2023 Bonds are refunded, the City will apply the foregoing restrictions taking cognizance of the provisions of sections 1.141-3(g) and 1.141-4(c)(2)(ii) of the Treasury Regulations and of any subsequently adopted rules or regulations applicable to such a refunding.
Without limiting the foregoing, except as would not cause any Series 2023 Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the Ci ty will not: (i) permit any Nongovernmental Person to hold any ownership, proprietary or possessory interest in the financed property; (ii) contract with any Nongovernmental Person for the provision of operating or other services with respect to any function of the financed property (unless either (A) such arrangement requires no payment of fees to such Nongovernmental Person other than as direct reimbursement of third party costs or reasonable administrative overhead, or (B) such arrangement conforms to administrative guidance of the Internal Revenue Service in order to assure that such arrangement does not create a private business use relationship of the Nongovernmental Person to the financed property); or (iii) contract with any Nongovernmental Person for the sale of output or capacity of the financed property unless such contract is described either in section 1.141 -7(c) of the Treasury Regulations (describing certain types of output contracts that do not have the effect of transferring the benefits of owning the property and the burdens of paying debt service on the financing of the property) or in section
1.141-7(f) of the Treasury Regulations (describing certain types of output contracts that while having the effect of transferring such benefits and burdens but nevertheless may be disregarded in evaluating private business use).
(D) No Private Loan. Except as would not cause any Series 2023 Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Treasury Regulations and rulings thereunder, the City shall not use Gross Proceeds to make or finance any loan to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity not only if such Gross Proceeds are provided to such a person or entity under circumstances that create an indebtedness of that person or entity under local law or for federal income tax purposes, but also if: (a) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes; (b) capacity in or service from such property is committed to such person or entity under a take - or-pay, output or similar contract or arrangement; or (c) indirect benefits of such Gross Proceeds, or burdens and benefits of ownership of any property acquired, constructed or improved with such Gross Proceeds, are otherwise transferred in a transaction that is the economic equivalent of a loan.
ATTACHMENT 3
A3-13
(E
) No Financing of Nongovernmental Output Property . Except as would not cause any Series 2023 Bond to be a “private activity bond”, no portion of the Gross Proceeds will be used (directly or indirectly) for the acquisition of any interest in any Nongovernmental Output Property.
(F) Not to Invest at Higher Yield. Except as would not cause such Series 2023 Bonds to become “arbitrage bonds” within the meaning of section 148 of the Code and the Treasury Regulations and rulings thereunder, the City shall not, at any time prior to the final cancellation of the last Series 2023 Bond to be retired, directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment or class of Investments acquired with Gross Proceeds, whether then held or previously disposed of, would materially exceed the Yield of the Series 2023 Bond, all as determined in accordance with the provisions of said section 148 and Treasury Regulations and rulings.
(G) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Treasury Regulations and rulings thereunder, the City shall not take or omit to take any action that would cause any Series 2023 Bond to be “federally guaranteed” within the meaning of section 149(b) of the Code and the Treasury Regulation s and rulings thereunder. Without limitation of the foregoing, the City will not permit any portion of the debt service on the Series 2023 Bonds to be guaranteed (in whole or in part) by the United States, or more than 5% of the proceeds of the 2023 Bonds to be loaned to any person under which the obligation of that person to repay such loan is guaranteed (in whole or in part) by the United States, or more than 5% of the proceeds of the 2023 Bonds to be invested (directly or indirectly) in federally insured deposits or accounts. For this purpose, a guarantee or insurance by an agency or instrumentality of the United States will be treated as though made or provided by the United States. (H) Information Report. The City shall timely file any information required by section 149(e) of the Code with respect to the Series 2023 Bonds with the Secretary of the Treasury on Forms 8038-G or such other forms and in such place as the Secretary may prescribe. (I) Rebate of Arbitrage Profits . Except to the extent otherwise provided in section 148(f) of the Code and the Treasury Regulations, in order to assure that no Series 2023 Bond is treated as an arbitrage bond:
(i) the City shall account for all Gross Proceeds of the Series 2023 Bonds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Series 2023 Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of Series 2023 Bonds with its other monies, provided that it separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith;
(ii) not less frequently than each Computation Date, the City shall retain the services of a qualified rebate analyst to calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Treasury Regulation s and rulings thereunder. The City promptly shall report to the Trustee the results of such calculation, ATTACHMENT 3
A3-14
i
ncluding the basis therefor, in sufficient detail and on a timely basis in order that the City shall be able to comply with its covenants herein. The Trustee shall maintain a copy of the calculation with its official transcript of proceedings relating to the issuance of the Series 2023 Bonds until six years after the final Computation Date; (iii) to assure the excludability of the interest on Series 2023 Bonds from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the Trustee for deposit into the Rebate Fund established herein an amount sufficient to permit the City timely to pay to the United States the amount that when added to the future value of previous rebate payments made for the Series 2023 Bonds equals (i) in the case of a Final Computation Date as defined in section 1.148-3(e)(2) of the Treasury Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, such rebate payments shall be made by the City at the times and in the amounts as are or may be required by section 148(f) of the Code and the Treasury Regulations and rulings thereunder, and shall be accompanied by Form 8038- T or such other forms and information as is or may be required by section 148(f) of the Code and the Treasury Regulations and rulings thereunder for execution and filing by the City; and (iv) the City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (ii) and (iii ), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including by payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under section 1.148-3(h) or other provision of the Code or Treasury Regulations.
(J) Not to Divert Arbitrage Profits . Except to the extent permitted by section 148 of the Code and the Treasury Regulations and rulings thereunder, the City shall, not at any time prior to the final cancellation of the last of the Series 2023 Bonds to be retired, enter into any transaction that reduces the amount required to be paid to the United States pursuant to paragraph (H) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield on the Series 2023 Bonds not been relevant to either party.
(K) Series 2023 Bonds Not Hedge Bonds. The City represents and covenants that the Series 2023 Bonds are not, nor will become, a “hedge bond” within the meaning of section 149(g) of the Code. Without limitation of the foregoing, (i)(A) on the date of issuance of the Series 2023 Bonds the City reasonably expects (based upon its within the three -year period commencing on such date no less than 85% of the spendable proceeds thereof would be expended for the governmental purposes thereof and (B) the City covenants that at no time will more than 50% of the proceeds thereof be invested in Nonpurpose Investments having a substantially guaranteed yield for a period of four years or more.
(L) Use of Proceeds; Weighted Average Maturity . The City hereby represents and covenants that it will apply the proceeds of the Series 2023 Bonds in a manner so that the weighted average maturity of the Series 2023 Bonds does not exceed 120% of the average reasonably ATTACHMENT 3
A3-15
ex
pected remaining economic life of the facilities financed or refinanced therewith (all determined in accordance with the provisions of section 147(b) of the Code). (M) Elections. The City hereby directs and authorizes each of the Mayor, the Vice Mayor, the City Manager, a Deputy City Manager, the City Treasurer , the Financial Services Director the General Manager of Burbank Water and Power and the Chief Financial Officer of Burbank Water and Power to make elections permitted or required pursuant to the provisions of the Code or the Treasury Regulation s, as such a uthorized City representative (after consultation with Bond Counsel) deems necessary or appropriate in connection with the Series 2023 Bonds in the Tax Certificate or similar or other appropriate certificate, form or document. (N) Closing Certificate. The City agrees to execute and deliver in connection with the issuance of Series 2023 Bonds a Tax Certificate as to Arbitrage and the Provisions of Sections 103 and 141-150 of the Code, or similar document containing additional representations and covenants pertaining to the excludability of interest from the gross income of the Owners for federal income tax purposes, which representations and covenants are incorporated as though expressly set forth herein.
SECTION 18.18. Te
rms of Series 2023 Bonds Subject to the Indenture. Except as in this Seventh Supplement expressly provided, every term and condition contained in the Indenture shall apply to this Seventh Supplement and to the Series 2023 Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Seventh Supplement.
This Sev
en th Supplement and all the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby.
SECTION 18.19. Ef
fective Date of S eventh Supplement. Th is Seventh Supplement shall take effect upon its execution and delivery.
SECTION 18.20. Execut ion in Counterparts . This S eventh Supplement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
[R
emainder of page intentionally left blank.]
ATTACHMENT 3
A3-16
I
N WITNESS WHEREOF, the parties hereto have executed the S eventh Supplement by their officers thereunto duly authorized as of the day and year first written above.
CITY OF BURBANK
By:
Chief Financial Officer
Burbank Water and Power
(Seal)
ATTEST:
By:
City Clerk
U.S. B ANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
ATTACHMENT 3
A3-17
EX
HIBIT A
(FORM OF SERIES 2023 BOND)
No. _____ $_______________
UNLESS THIS SERIES 2023 BOND IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY SERIES 2023 BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CITY OF BURBANK, CALIFORNIA
BURBANK WATER AND POWER
ELECTRIC REVENUE BONDS,
SERIES OF 2023
Maturity Date Interest Rate Dated Date CUSIP
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The CITY OF BURBANK, CALIFORNIA a municipal corporation and chartered city duly organized and existing under the Constitution and the laws of the State of California (the “City”), for value received, hereby promises to pay (but only out of the Electric Net Revenues and funds hereinafter referred to) to the registered owner named above or registered assigns, on the maturity date specified above (subject to any right of prior redemption or payment as provided in the hereinafter mentioned Indenture), the principal sum specified above together with interest thereon from the dated date specified above until the principal hereof shall have been paid, at the interest rate per annum specified above, payable on June 1, 2023, and semiannually thereafter on June 1 and December 1 in each year. Interest hereon is payable in lawful money of the United States of America by (except as otherwise provided in the hereinafter mentioned Indenture) check mailed by first-class mail on each interest payment date to the registered owner as of the close of business on the 15th day of the calendar month immediately preceding such interest payment date. The principal hereof and premium, if any, hereon are payable when due upon presentation hereof at the Corporate Trust Office (as defined in the Indenture) of U.S. Bank Trust Company, National ATTACHMENT 3
A3-18
A
ssociation, as successor trustee (together with any successor as trustee under said Indenture, the “Trustee”), in lawful money of the United States of America.
This bond is one of a duly authorized issue of City of Burbank, California Burbank Water and Power Electric Revenue Bonds (the “Bonds”) of the series and designation indicated on the face hereof (said series and designation being the Electric Revenue Bonds, Series of 2023 (the “Series 2023 Bonds”). Said authorized issue of Bonds is not limited in aggregate principal amount, except as otherwise provided in said Indenture, and consists or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in said Indenture provided, all issued and to be issued pursuant to the provisions of Article 12 of Chapter 4 of Title 2 (formerly Article 12 of Chapter 14) of the City Code (as defined in the Indenture). This Bond is issued pursuant to a Burbank Water and Power Electric Revenue Bond Indenture, dated as of October 1, 1998, by and between the City and the Trustee, providing for the issuance of the Bonds, as supplemented and amended , including as supplemented and amended by a S eventh Supplemental Burbank Water and Power Electric Revenue Bond Indenture, dated as of February 1, 2023 (the “Seventh Supplement”), by and between the City and the Trustee, authorizing the issuance of the series of bonds of which this Bond is one (said indenture as amended and supplemented, including as supplemented and amended by the Seventh Supplement, collectively, the “Indenture”). Reference is hereby made to the Indenture for a description of the terms under which the Bonds are issued and to be issued, the provisions with regard to the nature and extent of the Electric Net Revenues (as that term is defined in the Indenture), and the rights of the registered owners of the Bonds; and all the terms of the Indenture are hereby incorporated herein and constitute a con tract between the City and the registered owner from time to time of this Bond, and to all the provisions thereof the registered owner of this Bond, by its acceptance hereof, consents and agrees. Additional Bonds may be issued, and indebtedness may be incurred, on a parity with the Bonds of this authorized issue, but only subject to the conditions and limitations contained in the Indenture.
The Bonds and the Parity Debt (as defined in the Indenture) hereafter issued by the City are payable from, and are secured by a pledge of and lien on, the Electric Net Revenues and all amounts held by the Trustee under the Indenture (except for amounts held in the Rebate Fund), subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions provided in the Indenture.
The Bonds are revenue obligations of the City and are payable as to both principal and interest, and any premium upon redemption thereof, exclusively from Electric Net Revenues and certain other funds pledged under the Indenture. The Bonds are special, limited obligations of the City. The Bonds shall not be deemed to constitute a debt or liability of the City, the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory provision, or a pledge of the faith and credit of the City, the State of California or of any political subdivision thereof, but shall be payable, except to the extent of certain amounts held under the Indenture pledged therefor, solely from Electric Net Revenues . Neither the faith and credit nor the taxing power of the City, the State of California or of any political subdivision thereof is pledged to the payment of the principal of, premium, if any, or the interest on the Bonds. The issuance of the Bonds shall not directly or indirectly or contingently obligate the City, the State of California or any political subdivision thereof to levy or to pledge any form of taxation whatsoever therefor or to make any appropriation for their payment.
ATTACHMENT 3
A3-19
[The Series 2023 Bonds are not subject to redemption prior to their maturity.][redemption provisions to come]
This Bond is transferable or exchangeable for other Authorized D enom inations by the registered owner hereof, in person or by its duly authorized attorney, at the Corporate Trust Office of the Trustee in Los Angeles , California, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer or exchange a new fully registered Bond or Bonds, of Authorized Denomination or Denominations, of the same series, tenor, maturity and interest rate for the same aggregate principal amount will be issued to the registered owner in exchange therefor.
The City, the Trustee and any paying agent may deem and treat the registered owner hereof as the absolute owner hereof for all purposes, and the City, the Trustee and any paying agent shall not be affected by any notice to the contrary.
The rights and obligations of the City and of the registered owners of the Bonds may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture, which provide, in certain circumstances, for modifications and amendments without the consent of or notice to the registered owners of the Bonds.
It is hereby certified and recited that any and all acts, conditions and th ings required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of this Bond, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California, and that this Bond, together with all other indebtedness of the City pertaining to the Electric Net Revenues, is within every debt and other limit prescribed by the Constitution and the statutes of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture or otherwise.
This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been manually signed by the Trustee.
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.
ATTACHMENT 3
A3-20
I
N WITNESS WHEREOF, THE CITY OF BURBANK, CALIFORNIA has caused this Bond to be executed in its name and on its behalf by the Mayor or Vice Mayor of the City and countersigned by the City Clerk or Assistant City Clerk by their facsimile or manual signatures and the seal of the City to be reproduced hereon.
CITY OF BURBANK, CALIFORNIA
By:
Mayor
(SEAL)
Attested:
By
:
City Clerk
ATTACHMENT 3
A3-21
[
FORM OF CERTIFICATE OF AUTHENTICATION
AND REGISTRATION]
This is one of the Bonds described in the within mentioned Indenture and registered on the date set forth below.
Dated: _______, 2023
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
ATTACHMENT 3
A3-22
[
FORM OF ASSIGNMENT]
For value received _________________ hereby sell, assign and transfer unto _______________________ the within Bond and hereby irrevocably constitute and appoint _______________________ attorney, to transfer the same on the books of the City at the office of the Trustee, with full power of substitution in the premises.
NOTE: The signature to this Assignment must
correspond with the name on the face of the within
registered bond in every particular, without alteration or enlargement or any change whatsoever.
Dat
ed: ______________________
Signature Guaranteed by:
NOTE: Signature must be guaranteed by an
eligible guarantor institution.
ATTACHMENT 3
A3-23
EXHIBIT B
FORM OF REQUISITION
$__________ Aggregate Principal Amount of
City of Burbank, California
Burbank Water and Power Electric Revenue Bonds,
Series of 2023
REQUISITION FOR DISBURSEMENT
U.S. Bank Trust Company, National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust
Subject: [SERIES 2023 COSTS OF ISSUANCE FUND][SERIES 2023 ELECTRIC SYSTEM FUND]
REQUISITION FOR PAYMENT NO. _____
Ladies and Gentlemen:
Pursuant to Section [18.11][18.12] of the Seventh Supplemental Burbank Water and Power Electric Revenue Bond Indenture, dated as of February 1, 2023, by and between the City of Burbank, California and you, as Trustee, the undersigned hereby requests payment of the following [Series 2023 Costs of Issuance][costs of the 2023 Electric Project] (as defined in said Seventh Supplemental Indenture) to the persons listed on Attachment A hereto.
The undersigned further states that the obligation in the stated amount is an item of [Costs of Issuance][costs of the 2023 Electric Project] and is a proper charge against the [Series 2023 Costs of Issuance Fund][Series 2023 Electric System Fund], and has not been the basis of any previous withdrawal from the [Series 2023 Costs of Issuance Fund][Series 2023 Electric System Fund].
Dated:
CITY OF BURBANK, CALIFORNIA
By
[title]
cc:
ATTACHMENT 3
A3-24
ATTACHMENT A
PAYEE NAME AND ADDRESS PURPOSE AMOUNT
(SEE ATTACHED SUPPORTING DOCUMENTATION)
ATTACHMENT 3
A3-25