The City’s “Change Order Approval Policy” enacted by Council Resolution No. 1994-443 on July 19, 1994, revised on July 9, 2019, by Council Resolution No. 2019-326 and revised a second time on September 12, 2023, by Council Resolution No. 2023-405 established a Contract change order authority of 8% for Construction Contracts of this dollar value. However, after reviewing the plans and specifications, and given the nature and magnitude of this project where unforeseen utilities or buried structures, and other unaccounted for issues may arise, it is likely that this project could exceed the Director’s Authority of 8% ($9,224,800) of the Construction Contract amount of $115,560,000. Therefore, staff is requesting that the Director’s Authority to issue change orders be increased to 10% ($11,556,000) of the Construction Contract amount.
While the contingency policy is utilized for each construction contract awarded by the City, it is not written into each contract, nor is it a guaranteed amount included in the final compensation to the contractor. Prior to bidding a project, staff works diligently to ensure that all projects and bid packages contain well-defined scopes of work and that all projects stay within budget.
Bond Financing
PFM Financial Advisors (PFM), the City’s Municipal Advisor, worked with City staff to evaluate financing options for the Project. The most common type of financing to fund this type of Project for a Utility Fund would be utilizing long-term fixed-rate Revenue Bonds. Revenue Bonds are secured through a pledge of utility revenues and allows public agencies to finance these largescale infrastructure projects without requiring an immediate, large increase in utility rates.
City staff have established a financing team in collaboration with our Utilities Department, with PFM as the municipal advisor, Norton Rose Fullbright as bond and disclosure counsel and Siebert Williams Shenk bank as the underwriter (procured via competitive RFP process), to assist with the financing process.
On behalf of the City, PFM solicited proposals from qualified underwriting firms and received six proposals, from Bank of America Securities, Wells Fargo Corporate & Investment Banking, Stifel, Nicolaus & Company, Loop Capital Markets, Siebert Williams Shank & Co and Oppenheimer & Co. After careful evaluation of experience, approach and pricing, Siebert Williams Shenk was selected to serve as the underwriter on this deal based on being one of the top ranked utility bond underwriter and their approach with obtaining the best pricing for this transaction. Underwriter compensation will include a “takedown” of $1.5 per $1,000 of bonds issued as well as certain underwriter expenses and legal fees associated with transaction execution. The aggregate underwriter compensation including the takedown and expenses is expected to be no more than $150,000. As part of finalizing the bond documents, the draft Bond Purchase Agreement (BPA) will be incorporated as part of the Council agenda that the underwriter counsel will prepare and reviewed by City bond counsel, Norton Rose. The BPA will capture the contractual agreement for the services with the underwriter, Siebert.
Once the financing team is in place, the financing process will involve developing transaction documents, meeting with the rating agency and getting credit rating for the proposed bond issuance, marketing and pricing the bonds, and finally closing the transaction and securing the funds.
The Wastewater Revenue Bond Indenture (Master Indenture), dated as of April 1, 2005 between the City and The Bank of New York Mellon Trust Company, N.A., authorizes the City to #9..
- 308 -
Finance Committee, August 25, 2025
River Trunk Realignment Construction Project - New Bond Issuance
issue wastewater revenue bonds secured by a pledge of and first claim on the Net Revenues of the Wastewater System (as defined in the Master Indenture), which are held by the City in the Sewer Enterprise Fund established under the Master Indenture, to the payment of bonds and parity obligations issued thereunder. The proposed new bond issuance will incorporate the Sixth Supplemental Indenture with the previous supplementals being established from prior bond issuance as defined in the document.
This bond issuance will also incorporate a Disclosure and Dissemination Agent Agreement to allow the City to comply with Rule 15c2-12(b)(5) of the Securities Exchange Act of 19341. This agreement will define requirements for continuing disclosures to investors, to ensure the City provides notice of the occurrence of certain material events relating to the outstanding securities that are likely to be of a material interest to bondholders or potential investors. Additionally, the City would be required to disclose annual financial information including audited financial statements and defined reporting requirements.
The transaction documents also include a Preliminary Official Statement which is the primary public offering statement for the issuance of the bonds. This document describes the wastewater system, the Project to be financed, and the economic, financial and demographic characteristics of the City. Once updated, it will be presented to City Council for authorization before bond issuance.
FISCAL IMPACT:
The total estimated cost for the construction portion of this project is $143,900,000. Funding for the construction, contingency, administration, and City staff design support, will be budgeted in the current Fiscal Year 2025-26 Capital Improvement Program budget in account:
100646 – River Trunk Realignment
ANTICIPATED CONSTRUCTION EXPENDITURES:
Construction Contract (Shimmick Construction) $115,560,000 Construction Contingency (10%) $11,556,000
Construction Administration
Construction Management Services $8,500,000
Additional Services (10%) $850,000
City Staff $595,750
Engineering/Design/Administration
Engineering Support During Construction Services $5,675,000 Additional Services (10%) $567,500
City Staff $595,750
*TOTAL ANTICIPATED CONSTRUCTION EXPENDITURES: $143,900,000 This Project will be funded by the proposed not-to-exceed $60,000,000 bond issuance and the remaining amount will be funded through Wastewater Reserves. This bond issuance was 1 https://www.treasurer.ca.gov/cdiac/mmra/sec15c2-12.asp #9..
- 309 -
Finance Committee, August 25, 2025
River Trunk Realignment Construction Project - New Bond Issuance
factored into the current Sewer rate study based on the anticipated cash flow needed to fund this project. The all-in interest rate on the bonds is expected to be about 5.0% to 5.5% and the annual debt service payments are estimated to be about $3.5 million to $4.5 million and will be subject to market conditions at the time of issuance. Per the current schedule bond pricing is expected in late October. The cost of bond issuance for this transaction are estimated to cost up to $500,000 which will be funded as part of the bond issuance. These costs include the expenses for underwriter services, bond counsel, and municipal advisor services.
RECOMMENDED COMMITTEE ACTION:
Staff Recommendations:
Motion recommending the issuance of Wastewater Revenue Bonds, Series 2025 in a not to exceed aggregate principal amount of $60,000,000 to finance the construction of the River Trunk Realignment – Pump Station Construction Project and forwarding to Council for approval.
Approved by:
DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:
1. DRAFT – Sixth Supplemental Indenture
2. DRAFT – Disclosure and Dissemination Agent Agreement #9..
- 310 -
Norton Rose Fulbright US LLP draft of 7/27/25
299002140.2
SIXTH SUPPLEMENTAL
WASTEWATER REVENUE BOND INDENTURE
by and between the
CITY OF MODESTO, CALIFORNIA
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Successor Trustee
Dated as of November 1, 2025
(Supplemental to the Wastewater Revenue
Bond Indenture dated as of April 1, 2005)
#9..
- 311 -
299002140.2 -iSIXTH SUPPLEMENTAL
WASTEWATER REVENUE BOND INDENTURE
Table of Contents
Page
ARTICLE XVII
THE SERIES 2025 BONDS
SECTION 17.01 Definitions ........................................................................................................3 SECTION 17.02 Reserved ...........................................................................................................3 SECTION 17.03 Authorization; Terms of the Series 2025 Bonds...............................................3 SECTION 17.04 Redemption of Series 2025 Bonds ...................................................................5 SECTION 17.05 Selection of Series 2025 Bonds for Redemption..............................................5 SECTION 17.06 Notice of Redemption of Series 2025 Bonds ...................................................5 SECTION 17.07 Partial Redemption of Series 2025 Bonds........................................................6 SECTION 17.08 Effect of Redemption of Series 2025 Bonds ....................................................6 SECTION 17.09 Form of Series 2025 Bonds ..............................................................................6 SECTION 17.10 Series 2025 Sinking Account............................................................................6 SECTION 17.11 Issuance of Series 2025 Bonds .........................................................................7 SECTION 17.12 Application of Proceeds of Series 2025 Bonds ................................................7 SECTION 17.13 Establishment and Application of Series 2025 Wastewater Enterprise Project Fund and Series 2025 Costs of Issuance Fund.....................................7 SECTION 17.14 Use of Depository.............................................................................................8 SECTION 17.15 Terms of Series 2025 Bonds Subject to the Indenture .....................................9 SECTION 17.16 Effective Date of Sixth Supplement ...............................................................10 SECTION 17.17 Execution in Counterparts; Electronic Delivery.............................................10 EXHIBIT A – Form of Series 2025 Bonds .................................................................................A-1 #9..
- 312 -
299002140.2
Sixth Supplemental Wastewater Revenue Bond Indenture
(Supplemental to the Wastewater Revenue Bond Indenture
dated as of April 1, 2005)
Authorizing the Issuance of
$[PAR AMOUNT] Aggregate Principal Amount of
City of Modesto, California
Wastewater Revenue Bonds, Series 2025
__________________________________________________
This SIXTH SUPPLEMENTAL WASTEWATER REVENUE BOND INDENTURE, dated as of November 1, 2025 (this “Sixth Supplement”), by and between the CITY OF MODESTO, CALIFORNIA (the “City”), a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor trustee (the “Trustee”), W I T N E S S E T H :
WHEREAS, Section 200 of the Charter of the City of Modesto and the City of Modesto Wastewater Treatment Facilities Revenue Bond Law, constituting Chapter 6 of Title VIII of the Modesto Municipal Code (the “Bond Law”) authorizes the City to issue revenue bonds to finance the acquisition, construction, improvement, furnishing, equipping, remodeling, repair, reconstruction or rehabilitation of the wastewater treatment facilities of the City (the “Enterprise”); and
WHEREAS, the City has entered into a Wastewater Revenue Bond Indenture, dated as of April 1, 2005 (the “Master Indenture”), between the City and U.S. Bank National Association (which has been succeeded by The Bank of New York Mellon Trust Company, N.A.), as Trustee (the “Trustee”), providing for the issuance of wastewater revenue bonds thereunder; and WHEREAS, in accordance with the Bond Law and the Master Indenture, as supplemented by a First Supplemental Indenture, dated as of April 1, 2005 (the “First Supplemental Indenture”), a Second Supplemental Indenture, dated as of April 1, 2005 (the “Second Supplemental Indenture”), a Third Supplemental Indenture, dated as of December 1, 2006 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture, dated as of April 1, 2018 (the “Fourth Supplemental Indenture”) and a Fifth Supplemental Indenture, dated as of November 1, 2020 (the “Fifth Supplemental Indenture,” and together with the Master Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), each by and between the City and the Trustee, the City has previously issued its City of Modesto, California Wastewater Revenue Refunding Bonds, Series 2005A (the “Series 2005A Bonds”), its City of Modesto, California Wastewater Revenue Refunding Bonds, Series 2005B (Taxable) (the “Series 2005B Bonds”), its City of Modesto, California Wastewater Revenue Bonds, Series 2006A (the “Series 2006 Bonds”), its City of Modesto, California Wastewater Revenue Refunding Bonds, Series 2018A (the “Series 2018A Bonds”), its City of Modesto, California Wastewater Revenue Refunding Bonds, Series 2020A (Federally Taxable) (the “Series 2020A Bonds”) and its City of Modesto, California Wastewater Revenue Refunding Bonds, Series 2020B (the “Series 2020B Bonds”); and #9..
- 313 -
299002140.2 2
WHEREAS, the Series 2005A Bonds, the Series 2005B Bonds and the Series 2006A Bonds matured, were paid timely or were redeemed prior to maturity and are no longer outstanding; and WHEREAS, the Indenture provides that the City may issue any indebtedness, installment sale obligation, lease obligation or other obligation of the City for borrowed money having an equal lien and charge upon the Net Revenues, therefore payable on a parity with the Bonds (whether or not any Bonds are Outstanding under the Indenture), from time to time in accordance with the terms of the Indenture; and
WHEREAS, the City previously incurred an obligation (the “2011 State Loan”), pursuant to a Project Finance Agreement, dated as of August 26, 2011, as amended, by and between the State Water Resources Control Board, an administrative and regulatory agency of the State of California (the “SWRCB”), and the City, which 2011 State Loan constitutes Parity Debt pursuant to Section 3.05(c) of the Indenture; and
WHEREAS, the City previously issued a bond (the “Series 2015 Bond”), pursuant to a Bond Purchase Agreement, dated as of October 30, 2015, among the City, Capital One Public Funding, LLC, and The Bank of New York Mellon Trust Company, N.A., as paying agent, which Series 2015 Bond constitutes Parity Debt pursuant to Section 3.05(c) of the Indenture, and which refunded all of the Series 2005A Bonds and the November 1, 2023 and 2024 maturities of the Series 2006 Bonds; and
WHEREAS, the City previously incurred an obligation (the “2016 State Loan”), pursuant to a Project Finance Agreement, dated as of June 8, 2016, by and between the SWRCB and the City, which 2016 State Loan constitutes Parity Debt pursuant to Section 3.05(c) of the Indenture; and
WHEREAS, the outstanding 2011 State Loan was refunded with a portion of the proceeds of the Series 2020A Bonds and the Series 2020B Bonds and is no longer outstanding; and WHEREAS, the Indenture provides that the City may issue Bonds from time to time as authorized by a Supplemental Indenture; and
WHEREAS, this Sixth Supplement is supplemental to the Indenture; and WHEREAS, in order to provide moneys to finance certain improvements to the Enterprise, the City has determined that it is necessary and in the best interest of the City that the City enter into this Sixth Supplement in order to establish and declare, in conjunction with the Indenture, the terms and conditions upon which City of Modesto, California Wastewater Revenue Bonds, Series 2025 (the “Series 2025 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 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 Sixth 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 Sixth Supplement; #9..
- 314 -
299002140.2 3
NOW, THEREFORE, the parties hereto agree, as follows:
ARTICLE XVII
THE SERIES 2025 BONDS
SECTION 17.01 Definitions. The terms defined in this Section shall, for all purposes of this Sixth 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.
Securities Depository
“Securities Depository” shall have the meaning assigned to such term in Section 17.13(A) hereof.
Series 2025 Bonds
“Series 2025 Bonds” means the City of Modesto, California Wastewater Revenue Bonds, Series 2025, as described in Section 17.03(A) hereof.
Series 2025 Costs of Issuance Fund
“Series 2025 Costs of Issuance Fund” means the fund by that name established pursuant to Section 17.13(b) hereof.
Series 2025 Wastewater Enterprise Project Fund
“Series 2025 Wastewater Enterprise Project Fund” means the fund by that name established pursuant to Section 17.13(a) hereof.
Sixth Supplement
“Sixth Supplement” means this Sixth Supplemental Wastewater Revenue Bond Indenture, dated as of November 1, 2025, between the City and the Trustee.
SECTION 17.02 Reserved.
SECTION 17.03 Authorization; Terms of the Series 2025 Bonds. (A) An additional Series of Bonds to be issued under the Indenture is hereby created.
Such Series shall be known as the “City of Modesto, California Wastewater Revenue Bonds, Series 2025” and shall be issued in the aggregate principal amount of $[PAR AMOUNT] in accordance with the Bond Law and this Indenture. The Series 2025 Bonds shall be issued for the purposes of (i) financing the acquisition and construction of improvements to the Enterprise and (ii) paying the Costs of Issuance in connection with the issuance and delivery of the Series 2025 Bonds.
#9..
- 315 -
299002140.2 4
(B) The Series 2025 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 2025 Bonds shall be evidenced by one Series 2025 Bond maturing on each of the maturity dates as set forth in subsection 15.03(C) in a denomination corresponding to the total principal amount of the Series 2025 Bonds of such maturity. Each Series 2025 Bond may 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 2025 Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 17.13.
(C) The Series 2025 Bonds shall be dated the date of delivery, shall be bonds which are Current Interest Indebtedness, shall be issued in denominations of $5,000 or any integral multiple thereof, and shall bear interest from the date thereof at the following rates per annum and shall mature on November 1 in the following years in the following amounts:
Maturity Date
(November 1) Principal Amount Interest Rate
$ %
The Series 2025 Bonds maturing on November 1, 20[__] through November 1, 20[__], inclusive, are designated Serial Bonds. The Series 2025 Bonds maturing on November 1, 20[__] and November 1, 20[__] are designated as Term Bonds.
Interest on the Series 2025 Bonds shall be payable commencing on May 1, 2026 and semiannually thereafter on November 1 and May 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) day 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 2025 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 2025 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 2025 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.
#9..
- 316 -
299002140.2 5
So long as the Series 2025 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 17.04 Redemption of Series 2025 Bonds.
(A) Optional Redemption. The Series 2025 Bonds maturing on or after November 1, 20[__] shall be subject to redemption prior to their respective stated maturities, at the option of the City, from any source of available funds, as a whole or in part on any date (by such maturities as may be specified by the City and by lot within a maturity), on or after November 1, 20[__], at a Redemption Price equal to 100% of the principal amount of such Series 2025 Bonds called for redemption, plus accrued interest to the date fixed for redemption, without premium. (B) Mandatory Sinking Fund Redemption. The Series 2025 Bonds maturing on November 1, 20[__] and November 1, 20[__] shall also be subject to mandatory redemption prior to their stated maturity, in part, by lot, from Mandatory Sinking Account Payments required by and as specified in Section 17.10, commencing on November 1, 20[__] for the Series 2025 Bonds maturing on November 1, 20[__], and commencing on November 1, 20[__] for the Series 2025 Bonds maturing on November 1, 20[__], at a redemption price equal to the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium. (C) Special Mandatory Redemption From Insurance or Condemnation Proceeds. The Series 2025 Bonds shall also be subject to redemption as a whole or in part on any date, among such maturities as designated by the City and by lot within a maturity, to the extent of hazard insurance proceeds not used to repair or rebuild the Enterprise or condemnation proceeds received with respect to the Enterprise to be used for such purpose pursuant to Sections 6.06 or 6.07 of the Indenture, at a Redemption Price equal to the principal amount of the Series 2025 Bonds plus interest accrued thereon to the date fixed for redemption, without premium.
SECTION 17.05 Selection of Series 2025 Bonds for Redemption. Whenever provision is made in this Sixth Supplement for the redemption of less than all of the Series 2025 Bonds of any maturity (and interest rate), the Trustee shall select the Series 2025 Bonds to be redeemed, from all Series 2025 Bonds of the respective maturity (and interest rate) not previously called for redemption, in authorized denominations, by lot in any manner which the Trustee in its sole discretion shall deem appropriate. The Trustee shall promptly notify the City in writing of the Series 2025 Bonds so selected for redemption.
SECTION 17.06 Notice of Redemption of Series 2025 Bonds. The City shall notify the Trustee at least forty-five (45) days prior to the redemption date for Series 2025 Bonds pursuant to Section 17.04(A) or (C). Notice of redemption of any Series 2025 Bonds shall be sent by the Trustee, by approved means, not less than thirty (30) nor more than sixty (60) days prior to the redemption date, (i) to the respective Owners of any Series 2025 Bonds designated for redemption at their addresses appearing on the bond registration books of the Trustee, (ii) to the Securities #9..
- 317 -
299002140.2 6
Depositories, and (iii) to the Information Services. Notice of redemption shall be given in the form and in accordance with the terms of the Indenture.
SECTION 17.07 Partial Redemption of Series 2025 Bonds. Upon surrender of any Series 2025 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 2025 Bond of authorized denominations, and of the same maturity and interest rate, equal in aggregate principal amount to the unredeemed portion of the Series 2025 Bond surrendered.
SECTION 17.08 Effect of Redemption of Series 2025 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 2025 Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Series 2025 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 2025 Bonds so called for redemption shall cease to accrue, said Series 2025 Bonds (or portions thereof) shall cease to be entitled to any benefit or security under this Indenture, and the Owners of said Series 2025 Bonds shall have no rights in respect thereof except to receive payment of said Redemption Price and accrued interest.
All Series 2025 Bonds redeemed pursuant to the provisions of this Article shall be cancelled upon surrender thereof and destroyed.
SECTION 17.09 Form of Series 2025 Bonds. The Series 2025 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 2025 Bond designation letters and numbers, maturity dates, principal amounts, and interest rates and yields to maturity shall be inserted therein in conformity with Section 17.03.
SECTION 17.10 Series 2025 Sinking Account. An account is hereby established within the Principal Fund created by Section 5.01 of the Indenture to be designated the “Series 2025 Sinking Account.” On each Business Day prior to the following payment dates, the Trustee shall transfer from the Principal Fund to the Series 2025 Sinking Account an amount equal to the payment due on such date as set forth below:
Term Series 2025 Bonds Due November 1, 20[__]
Mandatory Sinking
Account Payment Dates
(November 1)
Mandatory Sinking
Account Payments
$
†
____________
† Final Maturity
#9..
- 318 -
299002140.2 7
Term Series 2025 Bonds Due November 1, 20[__]
Mandatory Sinking
Account Payment Dates
(November 1)
Mandatory Sinking
Account Payments
$
†
____________
† Final Maturity
Moneys in the Series 2025 Sinking Account shall be applied as provided in Section 5.01(B) and Section 5.03(B) of the Indenture.
SECTION 17.11 Issuance of Series 2025 Bonds. At any time after the execution and delivery of this Sixth Supplement, the City may execute and the Trustee shall authenticate and deliver the Series 2025 Bonds in the aggregate principal amount of $[PAR AMOUNT] upon the Order of the City.
SECTION 17.12 Application of Proceeds of Series 2025 Bonds. The proceeds of the sale of the Series 2025 Bonds, in the amount of $[___] (computed as $[PAR AMOUNT].00 aggregate principal amount of the Series 2025 Bonds, less $[____] Underwriters’ discount), shall be received by the Trustee on behalf of the City and disbursed or held in trust and set aside as follows:
(i) The Trustee shall transfer to the City for deposit in the Series 2025 Wastewater Enterprise Project Fund $[____], to be applied in accordance with Section 17.13(a).
(ii) The Trustee shall deposit in the Series 2025 Costs of Issuance Fund $[____], to be applied in accordance with Section 17.13(b) hereof. Moneys in the Series 2025 Costs of Issuance Fund shall be held uninvested.
The Trustee may establish temporary funds or accounts to facilitate such transfers.
SECTION 17.13 Establishment and Application of Series 2025 Wastewater Enterprise Project Fund and Series 2025 Costs of Issuance Fund. (a) The City shall establish, maintain and hold in trust a separate fund designated as the “Series 2025 Wastewater Enterprise Project Fund.” The moneys in the Series 2025 Wastewater Enterprise Project Fund shall be used and withdrawn by the City to pay the costs of acquisition, construction, improvement, furnishing, equipping, remodeling, repair, reconstruction or rehabilitation of the wastewater treatment facilities of the City; or incidental of, or in connection with, the operation of the Enterprise. Moneys on deposit in the Series 2025 Wastewater Enterprise Project Fund shall be invested in Investment Securities. Interest, profit and other income received from the investment of moneys in the Series 2025 Wastewater Enterprise #9..
- 319 -
299002140.2 8
Project Fund shall be credited to such Fund except as otherwise provided herein. Interest, profit or other income derived from the investment of moneys may also be deposited in the Rebate Fund in an amount determined by the City to be required.
(b) The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Series 2025 Costs of Issuance Fund,” which fund is hereby created and which fund the Trustee hereby agrees to maintain with the Trustee until April 1, 2026. The Trustee shall deposit to the Series 2025 Costs of Issuance Fund the amounts specified in Section 17.12 hereof. All money in the Series 2025 Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the Series 2025 Bonds upon receipt of a Requisition 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, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. Each such Requisition 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 April 1, 2026 or upon the earlier Request of the City, any remaining balance in the Series 2025 Costs of Issuance Fund shall be transferred to the City and the Series 2025 Costs of Issuance Fund shall be closed.
SECTION 17.14 Use of Depository. Notwithstanding any provision of the Indenture or this Sixth Supplement to the contrary:
(A) The Series 2025 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 2025 Bond maturing on each of the maturity dates as set forth in Section 17.03(C) in a denomination corresponding to the total principal amount of the Series 2025 Bonds of such maturity. Each Series 2025 Bond shall be assigned by the Trustee a distinctive number or letter or letter and number, and a record of the same shall be maintained by the Trustee.
Registered ownership of the Series 2025 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 #9..
- 320 -
299002140.2 9
Depository Trust Company or its successor (or Substitute Depository or its successor) from its functions as depository; provided that no Substitute Depository which 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 Section 17.14(A), upon receipt of all Outstanding Series 2025 Bonds by the Trustee, together with a Certificate of the City to the Trustee, a single new Series 2025 Bond for each maturity shall be 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 Section 17.14(A) hereof, upon receipt of all Outstanding Series 2025 Bonds by the Trustee together with a Certificate of the City to the Trustee, new Series 2025 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 17.03 hereof; provided the Trustee shall not be required to deliver such new Series 2025 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, cancellation or an advance refunding of any Series 2025 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 2025 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 2025 Bond is registered as the Owner thereof for all purposes of the Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the City; and the City and the Trustee shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Series 2025 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 2025 Bond.
(E) So long as all Outstanding Series 2025 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 2025 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 17.15 Terms of Series 2025 Bonds Subject to the Indenture. Except as in this Sixth Supplement expressly provided, every term and condition contained in the Indenture shall apply to the Sixth Supplement and to the Series 2025 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 the Sixth Supplement. #9..
- 321 -
299002140.2 10
The Sixth 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, subject to the next sentence.
SECTION 17.16 Effective Date of Sixth Supplement. The Sixth Supplement shall take effect upon its execution and delivery.
SECTION 17.17 Execution in Counterparts; Electronic Delivery. This Sixth 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; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Sixth Supplement may be delivered by the delivery of signed signature pages by electronic means, facsimile transmissions, or by e-mail with a PDF copy attached, and any printed or copied versions of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. Signatures of this Sixth Supplement made my electronic means shall be accompanied by an email, contemporaneous or otherwise, confirming the use of such means. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
#9..
- 322 -
S-1
Modesto 2025 - Sixth Supplemental Indenture
IN WITNESS WHEREOF, the parties hereto have executed the Sixth Supplement by their officers thereunto duly authorized as of the day and year first written above.
CITY OF MODESTO, CALIFORNIA
By:
Director of Finance
ATTEST:
By:
City Clerk
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. as Trustee
By:
Authorized Officer
#9..
- 323 -
299002140.2 A-1
EXHIBIT A
(FORM OF SERIES 2025 BOND)
Unless this Series 2025 Bond is presented by an authorized representative of The Depository Trust Company, New York, New York (“DTC”) to the Department or its agent for registration of transfer, exchange or payment, and any Series 2025 Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC 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. __ $__________
CITY OF MODESTO, CALIFORNIA
WASTEWATER REVENUE BONDS,
SERIES 2025
Maturity Date
Interest Rate Per
Annum Dated Date CUSIP
November 1, 20__ % ______, 2025
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The CITY OF MODESTO, 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 Net Revenues of the City’s wastewater Enterprise and other 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 May 1, 2026, and semiannually thereafter on November 1 and May 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 #9..
- 324 -
299002140.2 A-2
payable when due upon presentation hereof at the Corporate Trust Office (as defined in the Indenture) of The Bank of New York Mellon Trust Company, N.A., as 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 Modesto, California Wastewater Revenue Bonds, Series 2025 (the “Series 2025 Bonds”) dated _____, 2025 (the “Dated Date”) of the series and designation indicated on the face hereof. Said authorized issue of Series 2025 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 Section 200 of the Charter of the City and the City of Modesto Wastewater Treatment Facilities Revenue Bond Law, constituting Chapter 6 of Title VIII of the Modesto Municipal Code. This Series 2025 Bond is issued pursuant to a Wastewater Revenue Bond Indenture, dated as of April 1, 2005, by and between the City and the Trustee, providing for the issuance of the Series 2025 Bonds, and a Sixth Supplemental Wastewater Revenue Bond Indenture, dated as of November 1, 2025 (the “Sixth Supplement”), by and between the City and the Trustee, authorizing the issuance of a series of bonds of which this Series 2025 Bond is one (said indenture as amended and supplemented, including as supplemented by the Sixth Supplement collectively, the “Indenture”). Reference is hereby made to the Indenture for a description of the terms under which the Series 2025 Bonds are issued and to be issued, the provisions with regard to the nature and extent of the Net Revenues of the Enterprise (as those terms are defined in the Indenture), and the rights of the registered owners of the Series 2025 Bonds; and all the terms of the Indenture are hereby incorporated herein and constitute a contract 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 Series 2025 Bonds and the Parity Debt (as defined in the Indenture) are payable from, and are secured by a pledge of and lien on, the Net Revenues of the City’s wastewater Enterprise 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 Series 2025 Bonds are revenue obligations of the City and are payable as to both principal and interest, and any premium upon redemption thereof, exclusively from Net Revenues of the City’s wastewater Enterprise and certain other funds pledged under the Indenture. The Series 2025 Bonds are special, limited obligations of the City. The Series 2025 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 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 Series 2025 Bonds. The issuance of the Series 2025 Bonds shall not directly or indirectly or contingently obligate the City, the State of California or any #9..
- 325 -
299002140.2 A-3
political subdivision thereof to levy or to pledge any form of taxation whatsoever therefor or to make any appropriation for their payment.
The Series 2025 Bonds shall be subject to redemption prior to maturity as set forth in the Indenture.
This Series 2025 Bond is transferable or exchangeable for other authorized denominations by the registered owner hereof, in person or by its duly authorized attorney, at the Corporate Trust Office of the Trustee, 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 Series 2025 Bond.
Upon such transfer or exchange a new fully registered Series 2025 Bond or Series 2025 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 herefor.
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 Series 2025 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 Series 2025 Bonds.
It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Series 2025 Bond, and in the issuing of this Series 2025 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 Series 2025 Bond, together with all other indebtedness of the City pertaining to the 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 Series 2025 Bonds permitted to be issued under the Indenture or otherwise.
This Series 2025 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.
#9..
- 326 -
299002140.2 A-4
IN WITNESS WHEREOF, THE CITY OF MODESTO, CALIFORNIA has caused this Series 2025 Bond to be executed in its name and on its behalf by the Director of Finance and the City Manager and countersigned by the City Clerk by their manual or facsimile signatures and the seal of the City to be reproduced hereon, and this Series 2025 Bond to be dated the Dated Date set forth above.
CITY OF MODESTO, CALIFORNIA
By:
Director of Finance
By:
City Manager
[Seal]
ATTEST:
By:
City Clerk
#9..
- 327 -
299002140.2 A-5
[FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Series 2025 Bonds described in the within mentioned Indenture and registered on the date set forth below.
Dated: ________, 20__
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Authorized Officer
#9..
- 328 -
299002140.2 A-6
[FORM OF ASSIGNMENT]
For value received ______________________________ hereby sell, assign and transfer unto ______________________________ the within Series 2025 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.
Dated: ______________________________
Signature Guaranteed by:
NOTE : Signature must be guaranteed by an
eligible guarantor institution.
#9..
- 329 -
299002620.2 1
DISCLOSURE DISSEMINATION AGENT AGREEMENT
This Disclosure Dissemination Agent Agreement (the “Disclosure Agreement”), dated as of [_______], 2025, is executed and delivered by the City of Modesto, California (the “Issuer”) and Digital Assurance Certification, L.L.C., as exclusive Disclosure Dissemination Agent (the “Disclosure Dissemination Agent” or “DAC”) for the benefit of the Holders (hereinafter defined) of the Bonds (hereinafter defined) and in order to assist the Issuer in processing certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the “Rule”).
The services provided under this Disclosure Agreement solely relate to the execution of instructions received from the Issuer through use of the DAC system and do not constitute “advice” within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). DAC will not provide any advice or recommendation to the Issuer or anyone on the Issuer’s behalf regarding the “issuance of municipal securities” or any “municipal financial product” as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to the contrary.
DAC is not a “Municipal Advisor” as such term is defined in Section 15B of the Securities Exchange Act of 1934, as amended, and related rules.
SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the following meanings:
“Annual Filing Date” means the date, set in Sections 2(a) and 2(f) hereof, by which the Annual Report is to be filed with the MSRB.
“Annual Financial Information” means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement. “Annual Report” means an Annual Report containing Annual Financial Information described in and consistent with Section 3 of this Disclosure Agreement. “Audited Financial Statements” means the annual financial statements of the Issuer for the prior fiscal year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i)(B) of the Rule and specified in Section 3(b) of this Disclosure Agreement.
“Bonds” means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP numbers relating thereto.
“Certification” means a written certification of compliance signed by the Disclosure Representative stating that the Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure required to be submitted to the MSRB under this Disclosure Agreement. A Certification shall accompany each such document submitted to the Disclosure Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which the document applies.
“Disclosure Dissemination Agent” means Digital Assurance Certification, L.L.C, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof.
“Disclosure Representative” means the Director of Finance or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent. #9..
- 330 -
299002620.2 2
“Failure to File Event” means the Issuer’s failure to file an Annual Report on or before the Annual Filing Date.
“Financial Obligation” as used in this Disclosure Agreement is defined in the Rule, as may be amended, as (i) a debt obligation; (ii) derivative instrument entered into in connection with, or pledged as a security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term “Financial Obligation” shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.
“Force Majeure Event” means: (i) acts of God, war, or terrorist action; (ii) failure or shut-down of the Electronic Municipal Market Access system maintained by the MSRB; or (iii) to the extent beyond the Disclosure Dissemination Agent’s reasonable control, interruptions in telecommunications or utilities services, failure, malfunction or error of any telecommunications, computer or other electrical, mechanical or technological application, service or system, computer virus, interruptions in Internet service or telephone service (including due to a virus, electrical delivery problem or similar occurrence) that affect Internet users generally, or in the local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any government, regulatory or any other competent authority the effect of which is to prohibit the Disclosure Dissemination Agent from performance of its obligations under this Disclosure Agreement. “Holder” means any person (a) having the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) treated as the owner of any Bonds for federal income tax purposes. “Information” means, collectively, the Annual Reports, the Audited Financial Statements, the Notice Event notices, the Failure to File Event notices, the Voluntary Event Disclosures and the Voluntary Financial Disclosures.
“MSRB” means the Municipal Securities Rulemaking Board, or any successor thereto, established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. “Notice Event” means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.
“Obligated Person” means any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities), as shown on Exhibit A.
“Official Statement” means that Official Statement prepared by the Issuer in connection with the Bonds, as listed in Exhibit A.
“Trustee” means the institution, if any, identified as such in the document under which the Bonds were issued. “Voluntary Event Disclosure” means information of the category specified in any of subsections (e)(vi)(1) through (e)(vi)(10) of Section 2 of this Disclosure Agreement that is accompanied by a Certification of the Disclosure Representative containing the information prescribed by Section 7(a) of this Disclosure Agreement.
“Voluntary Financial Disclosure” means information of the category specified in any of subsections (e)(vii)(1) through (e)(vii)(9) of Section 2 of this Disclosure Agreement that is accompanied by a Certification of the Disclosure Representative containing the information prescribed by Section 7(b) of this Disclosure Agreement.
#9..
- 331 -
299002620.2 3
SECTION 2. Provision of Annual Reports.
(a) The Issuer shall provide, annually, an electronic copy of the Annual Report and Certification to the Disclosure Dissemination Agent, together with a copy for the Trustee, not later than the Annual Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB not later than the 25th day of February following the end of each fiscal year of the Issuer, commencing with the fiscal year ending June 30, 2025. Such date and each anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement.
(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii) instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Disclosure Dissemination Agent to immediately send a Failure to File Event notice to the MSRB in substantially the form attached as Exhibit B, which may be accompanied by a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 6:00 p.m. Eastern time on Annual Filing Date (or, if such Annual Filing Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a Failure to File Event notice to the MSRB in substantially the form attached as Exhibit B without reference to the anticipated filing date for the Annual Report, which may be accompanied by a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1.
(d) If Audited Financial Statements of the Issuer are prepared but not available prior to the Annual Filing Date, the Issuer shall, when the Audited Financial Statements are available, provide at such time an electronic copy to the Disclosure Dissemination Agent, accompanied by a Certification, together with a copy for the Trustee, if any, for filing with the MSRB.
(e) The Disclosure Dissemination Agent shall:
(i) verify the filing specifications of the MSRB each year prior to the Annual Filing Date; (ii) upon receipt, promptly file each Annual Report received under Sections 2(a) and 2(b) hereof with the MSRB;
(iii) upon receipt, promptly file each Audited Financial Statement received under Section 2(d) hereof with the MSRB;
(iv) upon receipt, promptly file the text of each Notice Event received under Sections 4(a) and 4(b)(ii) hereof with the MSRB, identifying the Notice Event as instructed by the Issuer pursuant to Section 4(a) or 4(b)(ii) hereof (being any of the categories set forth below) when filing pursuant to Section 4(c) of this Disclosure Agreement:
1. “Principal and interest payment delinquencies;”
2. “Non-Payment related defaults, if material;”
#9..
- 332 -
299002620.2 4
3. “Unscheduled draws on debt service reserves reflecting financial difficulties;”
4. “Unscheduled draws on credit enhancements reflecting financial difficulties;”
5. “Substitution of credit or liquidity providers, or their failure to perform;”
6. “Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;”
7. “Modifications to rights of holders of the Bonds, if material;”
8. “Bond calls, if material, and tender offers;”
9. “Defeasances;”
10. “Release, substitution, or sale of property securing repayment of the securities, if material;”
11. “Rating changes;”
12. “Bankruptcy, insolvency, receivership or similar event of the obligated person;”1
13. “The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;”
14. “Appointment of a successor or additional trustee, or the change of name of a trustee, if material;”
15. “Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and
16. “Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties.”
(v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this Disclosure Agreement, as applicable), promptly file a completed copy of Exhibit B to this Disclosure Agreement with the MSRB, identifying the filing as “Failure to provide annual financial information as required” when filing pursuant to Section 2(b)(ii) or Section 2(c) of this Disclosure Agreement;
1 This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person.
#9..
- 333 -
299002620.2 5
(vi) upon receipt, promptly file the text of each Voluntary Event Disclosure received under Section 7(a) hereof with the MSRB, identifying the Voluntary Event Disclosure as instructed by the Issuer pursuant to Section 7(a) (being any of the categories set forth below) when filing pursuant to Section 7(a) of this Disclosure Agreement:
1. “amendment to continuing disclosure undertaking;”
2. “change in obligated person;”
3. “notice to investors pursuant to bond documents;”
4. “certain communications from the Internal Revenue Service; other than those communications included in the Rule;”
5. “secondary market purchases;”
6. “bid for auction rate or other securities;”
7. “capital or other financing plan;”
8. “litigation/enforcement action;”
9. “change of tender agent, remarketing agent, or other on-going party;”
10. “other event-based disclosures;”
(vii) upon receipt, promptly file the text of each Voluntary Financial Disclosure received under Section 7(b) hereof with the MSRB, identifying the Voluntary Financial Disclosure as instructed by the Issuer pursuant to Section 7(b) (being any of the categories set forth below) when filing pursuant to Section 7(b) of this Disclosure Agreement:
1. “quarterly/monthly financial information;”
2. “change in fiscal year/timing of annual disclosure;”
3. “change in accounting standard;”
4. “interim/additional financial information/operating data;”
5. “budget;”
6. “investment/debt/financial policy;”
7. “information provided to rating agency, credit/liquidity provider or other third party;”
8. “consultant reports;” and
9. “other financial/operating data.”
(viii) provide the Issuer evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement.
#9..
- 334 -
299002620.2 6
(f) The Issuer may adjust the Annual Filing Date upon change of its fiscal year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent, Trustee (if any) and the MSRB, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year.
(g) Anything in this Disclosure Agreement to the contrary notwithstanding, any Information received by the Disclosure Dissemination Agent before 6:00 p.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure Agreement and that is accompanied by a Certification and all other information required by the terms of this Disclosure Agreement will be filed by the Disclosure Dissemination Agent with the MSRB no later than 11:59 p.m. Eastern time on the same business day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay in filing with the MSRB if such delay is caused by a Force Majeure Event provided that the Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as possible.
SECTION 3. Content of Annual Reports.
(a) Each Annual Report shall contain Annual Financial Information with respect to the Issuer, including the information provided in the Official Statement with respect to the City in the most recent Fiscal Year in Tables 3-15 and Table 18; provided that, with respect to Tables 6 and 10, the City will provide such information on an “as available” basis.
(b) Audited Financial Statements as described in the Official Statement will be included in the Annual Report. If audited financial statements are not available, then unaudited financial statements, prepared in accordance with Generally Accepted Accounting Principles as described in the Official Statement will be included in the Annual Report. In such event, Audited Financial Statements (if any) will be provided pursuant to Section 2(d).
Any or all of the items listed above may be included by specific reference from other documents, including official statements of debt issues with respect to which the Issuer is an “obligated person” (as defined by the Rule), which have been previously filed with the Securities and Exchange Commission or available on the MSRB Internet Website. If the document incorporated by reference is a final official statement, it must be available from the MSRB.
The Issuer will clearly identify each such document so incorporated by reference.
If the Annual Financial Information contains modified operating data or financial information different from the Annual Financial Information agreed to in the continuing disclosure undertaking related to the Bonds, the Issuer is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided.
SECTION 4. Reporting of Notice Events.
(a) The occurrence of any of the following events with respect to the Bonds constitutes a Notice Event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;
#9..
- 335 -
299002620.2 7
7. Modifications to rights of Bond holders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the Obligated Person; Note to subsection (a)(12) of this Section 4: For the purposes of the event described in subsection (a)(12) of this Section 4, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person.
13. The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of a trustee, if material; and
15. Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties.
The Issuer shall, in a timely manner not later than nine (9) business days after its occurrence, notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c) and shall be accompanied by a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth business day after the occurrence of the Notice Event). (b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within two business days of receipt of such notice (but in any event not later than the tenth business day after the occurrence of the Notice Event, if the Issuer determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that either (i) a Notice #9..
- 336 -
299002620.2 8
Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of this Section 4, together with a Certification. Such Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth business day after the occurrence of the Notice Event). (c) If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with MSRB in accordance with Section 2 (e)(iv) hereof. This notice may be filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1.
SECTION 5. CUSIP Numbers. The Issuer will provide the Dissemination Agent with the CUSIP numbers for (i) new bonds at such time as they are issued or become subject to the Rule and (ii) any Bonds to which new CUSIP numbers are assigned in substitution for the CUSIP numbers previously assigned to such Bonds.
SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Issuer, and that the duties and responsibilities of the Disclosure Dissemination Agent under this Disclosure Agreement do not extend to providing legal advice regarding such laws.
The Issuer acknowledges and understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the mechanical tasks of disseminating information as described in this Disclosure Agreement.
SECTION 7. Voluntary Filing.
(a) The Issuer may instruct the Disclosure Dissemination Agent to file a Voluntary Event Disclosure with the MSRB from time to time pursuant to a Certification of the Disclosure Representative. Such Certification shall identify the Voluntary Event Disclosure (which shall be any of the categories set forth in Section 2(e)(vi) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in this Section 7(a) to file a Voluntary Event Disclosure, the Disclosure Dissemination Agent shall promptly file such Voluntary Event Disclosure with the MSRB in accordance with Section 2(e)(vi) hereof. This notice may be filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-2. (b) The Issuer may instruct the Disclosure Dissemination Agent to file a Voluntary Financial Disclosure with the MSRB from time to time pursuant to a Certification of the Disclosure Representative. Such Certification shall identify the Voluntary Financial Disclosure (which shall be any of the categories set forth in Section 2(e)(vii) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in this Section 7(b) hereof to file a Voluntary Financial Disclosure, the Disclosure Dissemination Agent shall promptly file such Voluntary Financial Disclosure with the MSRB in accordance with Section 2(e)(vii) hereof. This notice may be filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-3. (c) The parties hereto acknowledge that the Issuer is not obligated pursuant to the terms of this Disclosure Agreement to file any Voluntary Event Disclosure pursuant to Section 7(a) hereof or any Voluntary Financial Disclosure pursuant to Section 7(b) hereof.
(d) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information through the Disclosure Dissemination Agent using the means of dissemination set forth in this Disclosure Agreement or including any other information in any Annual Report, Audited Financial Statements, Notice #9..
- 337 -
299002620.2 9
Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure, in addition to that required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure.
SECTION 8. Termination of Reporting Obligation. The obligations of the Issuer and the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of counsel expert in federal securities laws to the effect that continuing disclosure is no longer required.
SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The Issuer may, upon thirty days written notice to the Disclosure Dissemination Agent and the Trustee, replace or appoint a successor Disclosure Dissemination Agent. Upon termination of DAC’s services as Disclosure Dissemination Agent, whether by notice of the Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any replacement or appointment of a successor, the Issuer shall remain liable to the Disclosure Dissemination Agent until payment in full for any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time by providing thirty days’ prior written notice to the Issuer.
SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, the Holders’ rights to enforce the provisions of this Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel performance of the parties’ obligation under this Disclosure Agreement. Any failure by a party to perform in accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under any other document relating to the Bonds, and all rights and remedies shall be limited to those expressly stated herein.
SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent. (a) The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent’s obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Disclosure Dissemination Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for the Issuer’s failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Issuer has complied with this Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon Certifications of the Issuer at all times.
The obligations of the Issuer under this Section shall survive resignation or removal of the Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds. (b) The Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either inhouse or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Issuer.
#9..
- 338 -
299002620.2 10
(c) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB.
SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the Issuer. No such amendment shall become effective if the Issuer shall, within 10 days following the giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment.
SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Trustee, if any, for the Bonds, the Disclosure Dissemination Agent, the underwriters, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 14. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Florida (other than with respect to conflicts of laws).
SECTION 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
#9..
- 339 -
S-1
The Disclosure Dissemination Agent and the Issuer have caused this Continuing Disclosure Agreement to be executed, on the date first written above, by their respective officers duly authorized.
DIGITAL ASSURANCE CERTIFICATION, L.L.C., as
Disclosure Dissemination Agent
By:_______________________________________
Name:____________________________________
Title:_____________________________________
CITY OF MODESTO, CALIFORNIA
as Issuer
By:_______________________________________
Name:____________________________________
Title:_____________________________________
#9..
- 340 -
299002620.2 12
EXHIBIT A
NAME AND CUSIP NUMBERS OF BONDS
Name of Issuer City of Modesto, California
Obligated Person(s) City of Modesto, California
Name of Bond Issue: Wastewater Revenue Bonds, Series 2025 Date of Issuance: [_____], 2025
Date of Official Statement [_____], 2025
CUSIP Number: [___]
CUSIP Number: [___]
CUSIP Number: [___]
CUSIP Number: [___]
CUSIP Number: [___]
CUSIP Number: [___]
CUSIP Number: [___]
CUSIP Number: [___]
CUSIP Number: [___]
CUSIP Number: [___]
CUSIP Number: [___]
CUSIP Number: [___]
#9..
- 341 -
299002620.2 13
EXHIBIT B
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Issuer: City of Modesto, California
Obligated Person: City of Modesto, California
Name(s) of Bond Issue(s): Wastewater Revenue Bonds, Series 2025 Date(s) of Issuance: [_____], 2025
Date(s) of Disclosure [_____], 2025
Agreement:
CUSIP Number:
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by the Disclosure Agreement between the Issuer and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent. [The Issuer has notified the Disclosure Dissemination Agent that it anticipates that the Annual Report will be filed by ______________].
Dated: _____________________________
Digital Assurance Certification, L.L.C., as Disclosure
Dissemination Agent, on behalf of the Issuer
__________________________________________
cc: Director Finance of the City of Modesto
#9..
- 342 -
299002620.2 14
EXHIBIT C-1
EVENT NOTICE COVER SHEET
This cover sheet and accompanying “event notice” will be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D).
Issuer’s and/or Other Obligated Person’s Name:
City of Modesto, California
Issuer’s Six-Digit CUSIP Number:
_____________________________________________________________________________________________ _____________________________________________________________________________________________ or Nine-Digit CUSIP Number(s) of the bonds to which this event notice relates:
_____________________________________________________________________________________________ Number of pages attached: _____
____ Description of Notice Events (Check One):
1. “Principal and interest payment delinquencies;”
2. “Non-Payment related defaults, if material;”
3. “Unscheduled draws on debt service reserves reflecting financial difficulties;”
4. “Unscheduled draws on credit enhancements reflecting financial difficulties;”
5. “Substitution of credit or liquidity providers, or their failure to perform;”
6. “Adverse tax opinions, IRS notices or events affecting the tax status of the security;”
7. “Modifications to rights of securities holders, if material;”
8. “Bond calls, if material;” Tender offers;
9. “Defeasances;”
10. “Release, substitution, or sale of property securing repayment of the securities, if material;”
11. “Rating changes;”
12. “Bankruptcy, insolvency, receivership or similar event of the obligated person;”
13. “Merger, consolidation, or acquisition of the obligated person, if material;”
14. “Appointment of a successor or additional trustee, or the change of name of a trustee, if material;”
15. “Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material;” and
16. “Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties.” ____ Failure to provide annual financial information as required.
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
_____________________________________________________________________________________________ Name: _____________________________________Title:______________________________________________ Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
Date: ________________
#9..
- 343 -
299002620.2 15
EXHIBIT C-2
VOLUNTARY EVENT DISCLOSURE COVER SHEET
This cover sheet and accompanying “voluntary event disclosure” will be sent to the MSRB, pursuant to the Disclosure Dissemination Agent Agreement dated as of [_____], 2025 between the Issuer and DAC.
Issuer’s and/or Other Obligated Person’s Name:
City of Modesto, California
Issuer’s Six-Digit CUSIP Number:
_____________________________________________________________________________________________ _____________________________________________________________________________________________ or Nine-Digit CUSIP Number(s) of the bonds to which this notice relates:
_____________________________________________________________________________________________ Number of pages attached: _____
____ Description of Voluntary Event Disclosure (Check One):
1. “amendment to continuing disclosure undertaking;”
2. “change in obligated person;”
3. “notice to investors pursuant to bond documents;”
4. “certain communications from the Internal Revenue Service;”
5. “secondary market purchases;”
6. “bid for auction rate or other securities;”
7. “capital or other financing plan;”
8. “litigation/enforcement action;”
9. “change of tender agent, remarketing agent, or other on-going party;” and
10. “other event-based disclosures.”
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
_____________________________________________________________________________________________ Name: _____________________________________Title: _____________________________________________ Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
Date: ________________________
#9..
- 344 -
299002620.2 1
EXHIBIT C-3
VOLUNTARY FINANCIAL DISCLOSURE COVER SHEET
This cover sheet and accompanying “voluntary financial disclosure” will be sent to the MSRB, pursuant to the Disclosure Dissemination Agent Agreement dated as of [_____], 2025, between the Issuer and DAC.
Issuer’s and/or Other Obligated Person’s Name:
City of Modesto, California
Issuer’s Six-Digit CUSIP Number:
_____________________________________________________________________________________________ _____________________________________________________________________________________________ or Nine-Digit CUSIP Number(s) of the bonds to which this notice relates:
_____________________________________________________________________________________________ Number of pages attached: _____
____ Description of Voluntary Financial Disclosure (Check One):
1. “quarterly/monthly financial information;”
2. “change in fiscal year/timing of annual disclosure;”
3. “change in accounting standard;”
4. “interim/additional financial information/operating data;”
5. “budget;”
6. “investment/debt/financial policy;”
7. “information provided to rating agency, credit/liquidity provider or other third party;”
8. “consultant reports;” and
9. “other financial/operating data.”
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
_____________________________________________________________________________________________ Name: _____________________________________Title: _____________________________________________ Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
Date: _______________________________
#9..
- 345 -