Oxnard City Council
July 29, 2025

landscape plant pallet and areas around the perimeter of the site and in finger planters throughout the parking lot areas around the three buildings. The Project includes landscaping within 15.35% of the overall site and parking area, which significantly exceeds the 5% minimum required by the Zoning Code. Pursuant to the Zoning Code, the Project includes finger planters in the parking area every ten vehicle spaces. The existing perimeter landscaping features a variety of trees: Coral Tree, Sweet Gym Tree, Brisbane Box Tree along the sharing property line, and Carrot Wood Trees within the parking area planters. The original perimeter of the site includes a grass groundcover, yellow Gazania, White Gazania, and Hahn Ivy, a perennial shrub, that screened the parking area from the adjacent roadways. Additionally, the Project includes a condition of approval to reinstate or replace any missing landscaping within the property. 7) Development Advisory Committee: The previously approved DDR application was reviewed by the Director of Community Development on November 17, 1988. Conditions of approval from DAC were included in the original DDR approval and have been carried over to the current SUP and included in the resolution recommending approval of the SUP. This proposal was also reviewed by the DAC, and additional conditions from the DAC have been included in both the resolutions recommending approval of the SUP and Tentative Map. 8) Community Workshop and Public Input: Since the Project is not in a General Plan designated neighborhood, the Project was not required to be presented to the community during a Community Workshop.

Consistent with public noticing requirements, the Planning Commission Hearing was advertised with an on-site posting and by mail to property owners within 300 feet of the subject property. To date, Planning Staff has not received any comments or inquiry from the public regarding the proposed Project.
9) Appeal Procedure: The action of the Planning Commission on the Tentative Subdivision Map is a recommendation of either approval or denial of the Project to the City Council. In accordance with Section 16-545 of the Oxnard City Code, the Planning Commission’s action may be appealed to the City Council within 18 days after the decision date. Appeal forms may be obtained from the City Clerk and must be submitted with the appropriate fees before the end of the appeal period. If an appeal to the City Council is not filed within 18 days of the Planning Commission’s decision, the decision of the Planning Commission shall be considered final.

Attachments:

A. Maps (Vicinity, General Plan, Zoning, Aerial)
B. Reduced Project Plans (Tentative Map, Industrial Buildings) C. CEQA Notice of Exemption
D. Resolution Approving Special Use Permit (PZ No. 24-500-04) 418
PZ 24-300-02 and PZ 24-500-04; Sturgis Business Park
Planning Commission Hearing Date: June 5, 2025

E. Resolution Recommending Approval of Tentative Map (PZ No. 24-300-02) F. Staff Presentation
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TENTATIVE PARCEL MAP FOR CONDOMINIUM PURPOSES
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A
RESOLUTION NO. 2025-14

RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF

OXNARD RECOMMENDING APPROVAL TO THE CITY COUNCIL OF
PLANNING AND ZONING PERMIT NO. 24-300-02 (TENTATIVE PARCEL MAP NO. 24-300-02) TO SUBDIVIDE AN EXISTING 3.215 ACRE PARCEL INTO 22 LOTS FOR INDUSTRIAL CONDOMINIUM PURPOSES LOCATED AT 2360, 2362 & 2364 STURGIS ROAD (APN: 216-0-194-215), SUBJECT TO CERTAIN FINDINGS AND CONDITIONS. FILED BY DESIGNATED AGENT SCOTT UHLES, DELANE ENGINEERING, INC., 2812 SANTA MONICA BOULEVARD, SUITE 206, SANTA MONICA, CA 90404, ON BEHALF OF THE PROPERTY OWNER, JAMES LEFF, LT STURGIS LLC, 29601
AGOURA ROAD, CALABASAS, CA 91303.

WHEREAS, on May 30, 2024, Scott Uhles on behalf of LT Sturgis LLC (the "Applicant" and/or "Developer"), submitted a request to subdivide a parcel which contains an approved industrial development (referred to, permitted with Planning and Zoning Permit No. 24-300-02), concurrent with a Special Use Permit application (Planning and Zoning Permit No. 24-500-04) required by Oxnard Municipal Code Section 16-395, generally located at 2360 Sturgis Road (APN: 216-0-194-215); and
WHEREAS, June 5, 2025, the Planning Commission of the City of Oxnard ("Planning Commission") conducted a duly noticed public hearing to consider Applicant's request to approve Planning and Zoning Permit No. 24-300-02 (Tentative Subdivision Parcel Map) to subdivide a 3.215 acre property for condominium purposes into 22 lots located at 2360, 2362 & 2364 Sturgis Road (APN: 216-0-194-215) in accordance with Section 16-531 of the Oxnard City Code; and
WHEREAS, said tentative subdivision parcel map was referred to City Departments for recommendations and conditions of approval for the project that are incorporated within the recommended entitlements, and
WHEREAS, the Planning Commission finds that the Tentative Parcel Map complies with all requirements of the Subdivision Map Act and the Oxnard City Code; and WHEREAS, the Planning Commission finds that the Tentative Parcel Map, the proposed site, and the design and improvement of the development requested are consistent with the 2030 General Plan elements thereof; and
WHEREAS, the Planning Commission finds that the proposed site is suitable for the type and density of development requested and is not likely to cause substantial environmental damage, serious public health problems or conflict with any publicly acquired easements or access; and
WHEREAS, the Planning Commission finds that the proposed division of land complies with the requirements established by the Subdivision Map Act and Chapter 15 of the Oxnard City Code, including but not limited to requirements as to area, improvement and design, floodwater drainage control, appropriate improved public roads, sanitary disposal facilities, water supply availability and environmental protection; and 423
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NOTICE OF EXEMPTION (NOE)
_______________________________________________________________________________ To: Office of Planning and Research
P.O. Box 3044, Room 113
Sacramento, CA 95812-3044
From: City of Oxnard
Community Development Department
214 South C Street
Oxnard, CA 93030
To: Ventura County Clerk-Recorder &
Registrar of Voters
Hall of Administration, Main Plaza
800 South Victoria Avenue,
Ventura, CA 93009-1260
_____________________________________________________________________________ Project Title: Sturgis Business Park Tentative Parcel Map Project Applicant: Scott Uhles (Designated Agent), and James Leff, Sturgis LLC, (Property Owner)
Project Location - Specific: 2360-2364, Oxnard, CA, 93030, Ventura County, APN 216-0-194-215.

Description of Nature, Purpose and Beneficiaries of Project: PZ No. 24-300-02 (Tentative Parcel Map). A request to subdivide an existing 3.215-acre lot for condominium purposes within the Light Manufacturing (M-1) zone. The project site currently contains three existing industrial buildings with a total of 22 units with a combined building square footage of approximately 49,667 square feet and provides existing landscaping, parking, and circulation. The Tentative Parcel Map would subdivide the property to create one lot for common area (containing parking, driveways, landscaping, pedestrian pathways) and 22 units matching the buildings for industrial condominiums. Filed by designated agent Scott Uhles, Delane Engineering, Inc., 2812 Santa Monica Boulevard, Suite 206, Santa Monica, CA 90404 on behalf of the property owner, James Leff, LT Sturgis LLC, 29601 Agoura Road, Calabasas, CA 91303.

Name of Public Agency Approving Project (Lead Agency): City of Oxnard Name of Person or Agency Carrying Out Project (Applicant): Scott Uhles Exempt Status: (check one):

Ministerial (Sec. 21080(b)(1); 15268);
Declared Emergency (Sec. 21080(b)(3); 15269(a));
Emergency Project (Sec. 21080(b)(4); 15269(b)(c));
✔ Categorical Exemption: Section 15301, Class 1
Statutory Exemptions. State code number: ____________________ 456
Reason(s) why project is exempt: In accordance with Section 15301 (Class 1, Existing Facilities) of the California Environmental Quality Act (CEQA) Guidelines, projects characterized as subdivision of existing commercial buildings may be found to be exempt from the requirements of the CEQA. This proposal includes a Tentative Parcel Map for subdivision of the existing industrial buildings and property for condominium purposes and a Special Use Permit for the two industrial buildings with tenant spaces. The project is consistent with the General Plan land use designation of Industrial Light (ILT) and the zoning designation of Light Manufacturing (M-1). Pursuant to CEQA guidelines 15301(k) the subdivision of existing industrial buildings are exempt where no physical changes that would not be exempt would occur.

The development is located on a 3.215-acre project site which is surrounded by urban uses. The Project site will be adequately served by all required utilities and public services. The Project site has no value as habitat for endangered, rare or threatened species. Additionally, this Project will not result in any significant effects relating to traffic, noise, air quality, or water quality. No Exceptions to the Exemptions (Section 15300.2) apply to defeat the Exemption.

Lead Agency Contact Person: Juan Carlos Torres, Associate Planner (805)385-8156 ________________________________________ ______________________________ Joe Pearson II, AICP Date
Planning and Environmental Services Manager
City of Oxnard
Note: Authority cited: Sections 21083 and 21110, Public Resources Code.

Reference: Sections 21108, 21152, and 21152.1, Public Resources Code. 457

CITY COUNCIL OF THE CITY OF OXNARD
RESOLUTION NO._______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD
APPROVING PLANNING AND ZONING PERMIT NO. 24-300-02
(TENTATIVE PARCEL MAP NO. 24-300-02) TO SUBDIVIDE AN EXISTING

3.215 ACRE PARCEL INTO 22 LOTS FOR INDUSTRIAL CONDOMINIUM PURPOSES LOCATED AT 2360, 2362 & 2364 STURGIS ROAD (APN:
216-0-194-215), SUBJECT TO CERTAIN FINDINGS AND CONDITIONS.

FILED BY DESIGNATED AGENT SCOTT UHLES, DELANE
ENGINEERING, INC., 2812 SANTA MONICA BOULEVARD, SUITE 206, SANTA MONICA, CA 90404, ON BEHALF OF THE PROPERTY OWNER, JAMES LEFF, LT STURGIS LLC, 29601 AGOURA ROAD, CALABASAS, CA 91303.

WHEREAS, LT Sturgis LLC owns a 6.215 acre parcel located at 2360 Sturgis Road (APN: 216-0-194-215); and
WHEREAS, on May 30, 2024, Scott Uhles on behalf of LT Sturgis LLC (the “Applicant” and/or “Developer”), submitted a request to subdivide a parcel which contains an approved industrial development (referred to, permitted with Planning and Zoning Permit No. 24-300-02), concurrent with a Special Use Permit application (Planning and Zoning Permit No. 24-500-04) required by Oxnard Municipal Code Section 16-395, generally located at 2360 Sturgis Road (APN: 216-0-194-215); and
WHEREAS, June 5, 2025, the Planning Commission of the City of Oxnard (“Planning Commission”) conducted a duly noticed public hearing to consider Applicant’s request to approve Planning and Zoning Permit No. 24-300-02 (Tentative Subdivision Parcel Map) to subdivide a 3.215 acre property for condominium purposes into 22 lots located at 2360, 2362 & 2364 Sturgis Road (APN: 216-0-194-215) in accordance with Section 16-531 of the Oxnard City Code; and
WHEREAS, said Tentative Subdivision Parcel Map was referred to City departments for recommendations and conditions of approval for the project that are incorporated within the recommended entitlements, and
WHEREAS, the Tentative Map, together with the provisions for its design and improvement are consistent with the 2030 General Plan elements thereof; and WHEREAS, Planning Commission of the City of Oxnard has considered an application for Planning and Zoning Permit Nos. 24-500-04 (Special Use Permit); and WHEREAS, the Planning Commission found that the Applicant agrees with the necessity of and accepts all elements, requirements, and conditions of this Resolution as being a reasonable manner of preserving, protecting, providing for, and fostering the health, safety, and welfare of the citizenry in general and the persons who work, visit or live in this subdivision in particular and recommended the City Council of the City of Oxnard (“City Council”) to approve Planning and Zoning Permit No. 24-300-02; and
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WHEREAS, on July 29, 2025, the City Council conducted a duly noticed public hearing to consider Applicant’s request to approve Planning and Zoning Permit No. 24-300-02 (Tentative Map), reviewed the request, and carefully reviewed the Planning Commission’s Resolution No. 2025-14, recommending approval of the Tentative Subdivision Map, subject to certain findings and conditions; and
WHEREAS, the City Council finds the proposed subdivision together with the provisions for its design and improvement, is consistent with the 2030 General Plan, Oxnard City Code; and WHEREAS, the Planning and Environmental Services Division has completed a preliminary environmental assessment of the Project in accordance with the California Environmental Quality Act (CEQA) and determined that the Project is subject to a Class 1 Categorical Exemption (Section 15301). Further, the project does not trigger any of the Exceptions to the Exemptions (Section 15300.2) to defeat the Exemption:
(a) Location. Classes 3, 4, 5, 6, and 11 are qualified by consideration of where the project is to be located -- a project that is ordinarily insignificant in its impact on the environment may in a particularly sensitive environment be significant. Therefore, these classes are considered to apply to all instances, except where the project may impact on an environmental resource of hazardous or critical concern where designated, precisely mapped, and officially adopted pursuant to law by federal, state, or local agencies.

The project site has a General Plan land use designation of Industrial Light (ILT) and a zoning designation of Light Manufacturing (M-1). The project is an existing developed industrial site surrounded on all four sides by urban development. The project site and adjacent sites do not contain any known environmental resource of hazardous or critical concern. Therefore, the project will have no impact on an environmental resource of hazardous or critical concern. (b) Cumulative Impact. All exemptions for these classes are inapplicable when the cumulative impact of successive projects of the same type in the same place, over time is significant.

The proposed industrial suites and condominium subdivision development is consistent with the General Plan and Oxnard City Code and is compatible with the physical scale and character of allowable development in the project area. Any projects requiring discretionary approval would be analyzed with the General Plan and the Oxnard City Code for consistency and CEQA for any potential impacts.

Therefore, the project will have no significant cumulative impact. 459
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(c) Significant Effect. A categorical exemption shall not be used for an activity where there is a reasonable possibility that the activity will have a significant effect on the environment due to unusual circumstances.

The proposed industrial suites subdivision for condominium purposes will not result in an unusual circumstance that would cause the project to have a significant effect on the environment. The project will not alter the industrial character of the surrounding development and the property does not contain any unusual environmental characteristics as the property is generally surrounded on all sides by industrial development. Therefore, the project will not have a significant effect on the environment due to unusual circumstances. (d) Scenic Highways. A categorical exemption shall not be used for a project which may result in damage to scenic resources, including but not limited to, trees, historic buildings, rock outcroppings, or similar resources, within a highway officially designated as a state scenic highway. This does not apply to improvements, which are required as mitigation by an adopted negative declaration or certified EIR.

The project is not located in or adjacent to a state designated scenic highway. (e) Hazardous Waste Sites. A categorical exemption shall not be used for a project located on a site, which is included on any list compiled pursuant to Section 65962.5 of the Government Code.

The proposed project site is not included on any list compiled pursuant to Section 65962.5 of the Government Code as confirmed by staff on May 7, 2021. (f) Historical Resources. A categorical exemption shall not be used for a project, which may cause a substantial adverse change in the significance of a historical resource.

The project site does not contain an existing or potential landmark, point of interest, or historic resource, and it is not located within an existing, proposed, or potential Historic District. Therefore, the proposed project will not cause a substantial adverse change in the significance of a historical resource.

WHEREAS, the City Council finds that the applicant agrees with the necessity of and accepts all elements, requirements, and conditions of this Resolution as being a reasonable manner of preserving, protecting, providing for, and fostering the health, safety, and welfare of the citizenry in general and the persons who work, visit or live in this subdivision in particular; and
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WHEREAS, the City Council finds that the Applicant agrees as a condition of this Resolution that at its own expense, to indemnify and defend (with counsel selected by the City in its discretion) the City of Oxnard and its agents, officers and employees from and against any claims, actions or proceedings to attack, set aside, void or annul the approval of this Resolution or any actions or proceedings, acts or determinations taken, done or made before the approval of this resolution that were part of the approval process.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OXNARD:

SECTION 1. Based on the entire record before the City Council and all written and oral evidence presented, including the City Council Staff Report and all attachments thereto, the City Council finds:

Consistent with California Government Code Section 66474, a legislative body of a city or county shall deny approval of a tentative map, or a parcel map for which a tentative map was not required, if it makes any of the following findings:
a) That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451.

The project site has a General Plan designation of Industrial Light (ILT) and a zoning designation of Light Manufacturing (M-1). The project site is within the Northfield-Seagate Specific Plan. The project is consistent with the General Plan Designation, zoning designation, Northfield-Seagate Specific Plan, and applicable policies and regulations. Therefore, the project does not meet this finding which means the Project can be supported.
b) That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans.

As described in the staff report, the design and improvement of the proposed development is consistent with applicable provisions of the City’s 2030 General Plan and the Northfield-Seagate Specific Plan because the proposed subdivision and industrial use supports the proposed development improvements, with the required infrastructure. Therefore, the project does not meet this finding which means the Project can be supported c) That the site is not physically suitable for the type of development.

As described in the staff report, the site is physically suitable for the proposed type of development because the division of land includes an industrial project that is consistent with the Light Manufacturing (M–1) zone development standards and has been designed to be architecturally compatible with the character of the surrounding neighborhood. The site is physically suitable for the proposed type of development because the site is relatively level and is not subject to soil and/or geologic conditions indicating substrate instability. 461
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Therefore, the project does not meet this finding which means the Project can be supported.
d) That the site is not physically suitable for the proposed density of development.

The proposed subdivision and industrial buildings will be located on a 3.215-acre (140,063 square feet) lot. The Zoning Code allows a maximum of 70% lot coverage. The existing development as part of original entitlement (DDR 88-6) was developed with a 47,674 square-foot development, which represents approximately 34.04% lot coverage.

The existing industrial facility is consistent with applicable City standards (see Staff Report). The Project was designed to be consistent with the development and design standards included within the Zoning Code, including, but not limited to, maximum building height, front, side and rear setbacks, lot coverage, landscaping, parking standards, and equipment screening standards. The project site has direct access from Sturgis Road and Candelaria Road via driveways to the proposed 128 space parking area.

The parking area and the perimeter of the site include landscaping to screen the proposed development from the roadways. Thus, the site for the proposed industrial facility is physically suitable for the proposed density of the development. Therefore, the project does not meet this finding, which means the Project can be supported. e) That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat.

As described in the staff report, the design of the proposed subdivision and parcel improvements is not likely to cause substantial environmental damage or substantially and unavoidably injure fish or wildlife or their habitat because it is located within a developed urban area of the City that contains no environmentally sensitive habitat and/or species. The project has been found to be exempt from CEQA pursuant to Section 15301, which applies to the subdivision of existing industrial buildings. Therefore, the project does not meet this finding which means the Project can be supported. f) That the design of the subdivision or type of improvements is likely to cause serious public health problems.

Pursuant to the 2030 General Plan land use designation of Industrial Light (ILT), the proposed use of the project site as an industrial development with associated site improvements is an allowed use. The surrounding uses are characterized by light industrial parks. The minor site improvements activities to the existing site and anticipated uses will be subject to standard construction requirements of the local Building, Fire, and Traffic Codes. The existing industrial development will be consistent with the existing light industrial developments adjacent to the project site that are generally screened by landscape trees in the parkway. The existing industrial development is screened from the roadway by landscaping along Sturgis Road and Candelaria Road. Therefore, the proposed use and 462
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minor improvements will not adversely affect or be materially detrimental to the adjacent uses, buildings or structures or to the public health, safety or general welfare. Therefore, this project does not meet this finding, which means the Project can be supported. g) That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision.

The design of the proposed parcel subdivision and parcel improvements to an existing approved industrial building will not conflict with easements, acquired by the public-at-large, for access through or use of property within the subdivision because, as conditioned, no buildings would be located in the area of the existing public utilities easements, all blanket easements or other easement that are no longer needed by the City shall be abandoned, and there is no need for new or additional easement(s) for the public-at-large. Therefore, this project does not meet this finding which means the Project can be supported.

SECTION 2. The City Council, in accordance with the California Environmental Quality Act (CEQA), determines that the Project will not have a significant impact on the environment and is categorically exempt from CEQA pursuant to Article 19, Section 15301 (Class 1) of the State CEQA Guidelines. This section pertains to projects characterized as the subdivision of existing commercial buildings, meeting certain conditions as described in the findings contained within this resolution. The project will not result in any significant effects relating to traffic, noise, or air quality. The City Council has determined that there is no substantial evidence that the project will have a significant effect on the environment and no Exceptions to the Exemptions (Section 15300.2) apply to defeat the Exemption.

The Planning & Environment Services Manager is hereby authorized to file a Notice of Exemption with the Ventura County Clerk pursuant to Section 15602 of the State CEQA Guidelines within five (5) working days of passage, approval and adoption of this Resolution.

SECTION 3. Based on the findings set forth herein, the City Council approves Planning and Zoning Permit No. 24-300-02 (Tentative Subdivision Map), subject to the attached conditions of approval.

SECTION 4. The City Clerk shall certify the adoption of this Resolution. 463
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CONDITIONS OF APPROVAL FOR TENTATIVE TRACT MAP NO. 24-300-02 (PLANNING AND ZONING PERMIT NO. 24-300-02)
Note: The abbreviations below identify the City department or division responsible for determining compliance with these standard conditions. The first department or division listed has responsibility for compliance at plan check, the second during inspection and the third at final inspection, prior to issuance of a certificate of occupancy, or at a later date, as specified in the condition. If more than one department or division is listed, the first will check the plans or inspect the project before the second confirms compliance with the condition. The italicized code at the end of each condition provides internal information on the source of each condition: Some are standard permit conditions (e.g. G-1) while some are taken from environmental documents (e.g. MND-S2).

GENERAL PROJECT CONDITIONS

1. This permit is granted for the property described in the application on file with the Planning Division, and may not be transferred from one property to another. (PL, G-1).

2. This permit is granted for the plans dated June 5, 2025, (“the plans”) on file with the Planning Division. The project shall conform to the plans, except as otherwise specified in these conditions, or unless a minor modification to the plans is approved by the Planning and Environmental Services Manager (“Planning Manager”) or a major modification to the plans is approved by the Planning Commission. A minor modification may be granted for minimal changes or increases in the extent of use or size of structures or of the design, materials or colors of structures or masonry walls. A major modification shall be required for substantial changes or increases in such items. (PL, G-2)

3. By commencing any activity related to the Project or using any structure authorized by this permit, Developer accepts all of the conditions and obligations imposed by this permit

DEPARTMENTS AND DIVISIONS
CA City Attorney PL Planning Division
DS Dev Services/Eng Dev/Inspectors TR Traffic Division
PD Police Department B Building Plan Checker
SC Source Control FD Fire Department
PK Landscape Design CE Code Compliance
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and waives any challenge to the validity of the conditions and obligations stated therein. (CA, G-5)

4. Any covenants, conditions, and restrictions (CC&Rs) applicable to the project property shall be consistent with the terms of this permit and the City Code. If there is a conflict between the CC&Rs and the City Code or this permit, the City Code or this permit shall prevail. (CA, G-7)

5. Developer shall complete the “Notice of Land Use Restrictions and Conditions” form, using the form provided by the City, for recording with the Ventura County Recorder.

Before the City issues building permits, Developer shall submit the original completed, signed and notarized document, together with the required fees to the Planning Manager. (PL, G-8)

6. Developer shall provide off-street parking for the project, including the number of spaces, stall size, paving, striping, location, and access, as required by the City Code. (PL/B, G-9)

7. If Developer, owner or tenant fails to comply with any of the conditions of this permit, the Developer, owner or tenant shall be subject to a civil fine pursuant to the City Code. (CA, G-14)

8. An approved tentative map shall expire thirty-six (36) months after its approval, unless an extension is applied for and approved by the City Council pursuant to Section 15-46 of the City Code.

PLANNING DIVISION CONDITIONS

9. The approval of this permit is granted subject to the approval of a Special Use Permit (PZ 24-500-04) for the project property. (PL)

10. All conditions of Special Use Permit No. 24-500-04 shall apply to this permit, and are hereby incorporated by reference.

11. Prior to recordation of the Final Map, Developer shall pay a document imaging fee for the planning files in an amount calculated by planning staff at the time of building permit review based on fees then in effect. (PL/B, PL-16).

12. Developer shall provide utility meters, mailboxes and address directories, placed in decorative cabinets and clustered for efficient access for property owners and service persons. Developer shall coordinate placement and design of such items accordingly, with the Planning Division Manager, the appropriate utility service provider and the United States Postal Service, prior to issuance of building permits. (PL, PL-19)

13. Developer shall establish a property owners association and the association shall be 465
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responsible for the maintenance of parking, landscape, recreation and other interior areas held in common by the association and for the enforcement of Conditions Covenants & Restrictions related to property maintenance. (PL/DS, PL-33)

14. The property owner and/or property owners’ association shall be responsible for creating and implementing a Parking Management Plan which shall consist of designating which tenant will use which parking space in order to assure that vehicle spaces correspond with on-site uses. The Parking Management Plan shall be submitted to the Planning Division for review and approval prior to the issuance of the first Certificate of Occupancy.

PLANNING DIVISION SPECIAL CONDITIONS

15. The proposed Project shall provide bicycle parking as required per Oxnard City Code (OCC) Section 16-637 and the City of Oxnard Bicycle & Pedestrian Facilities Master Plan. Bicycle racks shall be installed prior to the recordation of the Parcel Map.

16. The proposed Project shall provide motorcycle parking for the project, including the number of spaces (4 minimum), stall size, paving, striping, location, and access, as required by Oxnard City Code (OCC) Sections 16-624 & 16-638. Motorcycle parking shall be provided prior to the recordation of the Parcel Map.

17. The existing trash enclosure serving the property shall comply with the City’s new trash enclosure standards in terms of size and design as required by the Environmental Resources Division, Public Works Department. The trash enclosure improvements shall be completed prior to the recordation of the Parcel Map. The construction of the trash enclosure must be in accordance with the City Council Ordinance 3007 and Oxnard City Code Section 19-180.

18. Prior to the recordation of the Parcel Map the landscaping within the existing property must be refurbished, reinstated, and consistent with the approved under Development Design Review PZ 88-06.

19. Any new changes to the previously approved landscape plans shall be submitted for review and approval by the Planning Division and the work completed prior to the recordation of the Parcel Map.

ENVIRONMENTAL RESOURCES CONDITIONS

20. Property owner and/or property owners’ association shall arrange for materials collection during construction, demolition, and occupancy with the City's Environmental Resources Division or Developer shall arrange for self-hauling. Regardless of hauling methods, all materials collected must be conveyed to the Del Norte Regional Recycling and Transfer Station.
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21. Covenants, conditions and restrictions (“CC&Rs”) shall be developed for the project to necessitate that property owner’s association or property management make provisions to divert a minimum of 50% while striving for 75% diversion of waste material generated at this location in perpetuity. This can be achieved by subscribing to the City’s residential curbside or mandatory commercial recycling services and through annual tenant education that may include source reduction, recycling, reuse, and organics collection requirements.

DEVELOPMENT SERVICES DIVISION STANDARD CONDITIONS

22. Developer shall pay plan check and processing fees in effect at the time of construction plan submittal and shall pay development fees, encroachment permit fees, and other applicable fees in effect at permit issuance. (DS-1)

23. Developer shall enter into an agreement, approved as to form by the City Attorney, to install and construct all public improvements required by this permit and by the City Code. Developer shall post security satisfactory to the Finance Director, guaranteeing the installation and construction of all required improvements within the time period specified in the agreement or any approved time extension. (DS-14)

24. Developer agrees, as a condition of approval of this resolution, to indemnify, defend (with counsel selected by the City in its discretion) and hold harmless, at Developer’s expense, City and its agents, officers and employees from and against any claim, action or proceeding commenced within the time period provided for in Government Code Section 66499.37, to attack, review, set aside, void or annul the approval of this resolution or to determine the reasonableness, legality or validity of any condition attached thereto. City shall promptly notify Developer of any such claim, action or proceeding of which City receives notice, and City will cooperate fully with Developer in the defense thereof.

Developer shall reimburse City for any court costs and attorney's fees that City may be required to pay as a result of any such claim, action or proceeding. City may, in its sole discretion, participate in the defense of any such claim, action or proceeding, but such participation shall not relieve Developer of the obligations of this condition. Developer’s acceptance of this resolution or commencement of construction or operations under this resolution shall be deemed to be acceptance of all conditions thereof. (DS-18)

25. Developer shall provide all necessary easements for streets, highways, alleys, sidewalks, parkways, landscaping, utilities, drainage facilities, or other improvements as required by City. If such easements cannot be obtained from the property owner by negotiation, City may acquire them at the expense of Developer by exercise of the power of eminent domain. Developer shall bear all costs of eminent domain proceedings, including appraisal, acquisition, attorney’s fees, and court costs. Before City issues a site improvement permit, Developer shall dedicate all required easements to City. (DS-19)

26. Prior to approval of the final map or parcel map, Developer shall provide the City Engineer with written evidence from the Ventura County Clerk's Office that Developer 467
Resolution No. ___________
Santiago Industrial Suites; PZ 24-300-02
City Council Hearing Date: July 29, 2025

has executed and filed with the Clerk all certificates, statements and securities required by Government Code Sections 66492 and 66493. (DS-26)

27. Prior to release of the final map or parcel map for recordation, Developer shall post security satisfactory to the City Attorney guaranteeing that all survey monuments will be set as required by the Government Code and the City Code. (DS-57)

DEVELOPMENT SERVICES DIVISION SPECIAL CONDITIONS

28. Developer shall process the Parcel Map PZ 24-300-02 concurrent with the required building and site improvement permits for Planning and Zoning Permit No 24-500-04.

The City will not process the Parcel Map for recordation until the site and building improvement plans for PZ 24-500-04 are approved or ready for permit issuance. Site improvement and building permit issuance for the project site shall occur concurrently with the Parcel Map recordation. (DS)

29. Unless already dedicated by a prior recorded map, Developer shall dedicate to the City all water rights for the project property by title sheet dedication on the parcel map. (DS)

30. Prior to the issuance of a site improvement permit and recordation of the Parcel Map, Developer shall provide (or update as appropriate) the Community Development Building and Engineering Division with a 100-scale base map for addressing purposes. The map shall be drawn on 18-inch by 24-inch mylar and shall show the standard address map title block, north arrow, street names, Parcel Map number, boundary and lot numbers. The City will assign all addresses. (DS)

31. The Parcel Map shall show the vacation of existing easements that are determined by the City Engineer to no longer be necessary. The vacation(s) shall be processed under section 66445(j) of the Subdivision Map Act. If easement vacations are required to be processed separately outside of the Parcel Map, Developer shall be responsible for all costs associated with the vacation, including, but not limited to, fees associated with the hearing(s), easement vacation document preparation, and review by the City. (DS)

32. Developer shall provide evidence that maintenance costs for the shared private site improvements, utilities, and facilities are provided for in an agreement, Declaration of Covenants, Conditions, and Restrictions (CC&Rs), or similar document to be recorded at the same time as the Parcel Map in a manner acceptable to the City Engineer. (DS)

33. The limits of the existing stormwater detention facilities shall be clearly delineated on the Parcel Map. Developer shall submit the appropriate required studies and improvement plans for review and approval, as directed by the City Engineer, for any alternations to the existing drainage and detention facilities. (DS)

34. Developer shall dedicate to the City of Oxnard on the Parcel Map city access and public 468
Resolution No. ___________
Santiago Industrial Suites; PZ 24-300-02
City Council Hearing Date: July 29, 2025

services that are the width of the driveway as “easement for access purposes to all governmental agencies providing for the public safety, health, and welfare”, unless directed otherwise by the City Engineer. (DS)

35. Prior to recordation of the Parcel Map and unless directed otherwise by the Building Official, Developer shall submit an occupancy transition plan describing how the existing occupancy will transition to condo occupancy along with demonstration of measures and building permits that will eventually allow buildings to achieve full condo compliance. (DS)
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Oxnard, State of California, held on the 29th day of July, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_____________________________
Luis A. Mc Arthur, Mayor
ATTEST: APPROVED AS TO FORM:
_______________________________ ___________________________ Lourdes A. López, City Clerk Stephen M. Fischer, City Attorney 469
1 Applicant: James Leff, LT Sturgis Limited Liability Company Juan Carlos Torres, Associate Planner
Community Development Department
City Council Hearing
July 29, 2025
Sturgis Business Park Tentative Map
Planning and Zoning Permit No. 24-300-02
(Tentative Subdivision Map)
470
Project Description
• Tentative Subdivision Map and Special Use Permit to subdivide an industrial property of approximately 3.2-acres containing three existing industrial buildings totaling approximately 49,667 sq. ft. for condominium purposes.
• Building A: 13,496 sq.ft. total with manufacturing/office: 6 units • Building B: 18,082 sq.ft. total with manufacturing/office: 8 units • Building C: 18,089 sq.ft. total with manufacturing/office: 8 units • The condo map would create 22 condominium units matching the industrial tenant spaces and one common area for access, parking, landscaping.
• Special Use Permit is required for the condominium subdivision and granted by Planning Commission.
2 471
Project Location
N
3 STURGIS RD

CANDELARIA RD

PROJECT SITE
2360-2364 Sturgis Rd
472
General Plan and Zoning
SITE
N
4 N
2030 General Plan:

Industrial Light (ILT)
Zoning Designation:

Light Manufacturing (M-1)
SITE
473
Existing Site
5 Subject Site: 2360-2364 Sturgis Road
Surrounding Uses:

LOCATION GENERAL
PLAN

ZONING EXISTING LAND USE
Project Site Industrial Light (ILT) Light Manufacturing (M-1)
Industrial Buildings
with industrial
uses-manufacturing
North Industrial Limited
(ILM)
Limited Manufacturing
(M-L)
Wholesales of building material &
kitchen equipment
South Industrial Light (ILT) Light Manufacturing
(M-1)
Office
East Industrial Light (ILT) Light Manufacturing
(M-1)
Wholesales
West Industrial Light (ILT) Light Manufacturing
(M-1)
Manufacturing
474
Photo of the existing buildings
6 Graves Avenue
View from Sturgis Road looking southeast-Building A
View from Candelaria Road looking northwest-Building C
475
7 Planning Commission Background
• On June 5, 2025, Planning Commission considered project. • Planning Commission granted a Special Use Permit for the existing three building industrial development. The SUP allows:
• Building A, 13,496 sq.ft. total with office.
• Building B, 18,082 sq.ft. total with office.
• Building C, 18,089 sq.ft. total with office.
• Units range from 1,502 sq.ft. to 2,095 sq.ft.
• 128 parking spaces onsite; and
• Trash enclosure and landscaping.
476
Tentative Parcel Map Site Plan
8 NORTH
477
Condo Map Will Create: 22 Tenant Spaces & 1 Common Space 9 COMMON
AREA
TENANT
SPACES
N

COMMON AREA

COMMON AREA

COMMON AREA

COMMON AREA
Building A-6 Units
Building B–8 Units
Building C-8 Units
478
Environmental Review
● In accordance with Section 15301 (k) (Class 1, Existing Facilities) of the California Environmental Quality Act (CEQA) Guidelines, projects characterized as the subdivision of existing commercial buildings may be found to be exempt from the requirements of CEQA.
● The project includes a subdivision of existing Industrial buildings for condominium purposes.
● No Exceptions to the Exemptions (§15300.2) apply to defeat the Exemption.
● No substantial evidence the project will have a significant effect on the environment.
● A Notice of Exemption will be filed.
10 479
11 ● Notice of this City Council hearing was provided:
○ Newspaper;
○ On-site posting; and
○ Mailed to property owners within 300 feet.
● To date, staff has not received public comments regarding the project.

Public Comments
480
12 That the City Council:
a) Conduct a public hearing;
b) Find the project to be Categorically Exempt from environmental review pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15301(k) (Existing Facilities); and,
c) Adopt a resolution approving Planning and Zoning Permit No. 24-300-02 for a Tentative Subdivision Map (Tentative Parcel Map No. 24-300-02), subject to certain findings and conditions.

Staff Recommendation
481
End of Staff Presentation
482

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. L.1
DATE: July 29, 2025
TO: City Council, Oxnard Financing Authority
FROM: Javier Chagoyen-Lazaro, Chief Financial Officer, (805) 200-5400, [email protected] SUBJECT: Authorizing the Issuance of 2025 Wastewater Revenue Refunding Bonds.

RECOMMENDATION

1. That the Board of Directors of the Oxnard Financing Authority adopt a resolution authorizing proceedings and agreements relating to the refinancing of the City Wastewater System Improvements and Authorizing Official Actions, and

2. That the City Council:
a) Adopt a resolution approving and authorizing the issuance and sale of 2025 Wastewater Revenue Refunding Bonds in an amount not to exceed $55,000,000; and
b) Authorizing execution of an Indenture of Trust; and
c) Authorizing the execution of and approving related agreements required in connection therewith; and d) Authorizing the taking of all other actions necessary to the consummation of the transaction contemplated by the resolution.
(Finance and Governance Committee approved 3-0 on June 24, 2025.) (Presentation will be live at the request of the consultant.)

BACKGROUND
The City of Oxnard Financing Authority issued $71,985,000 Wastewater Revenue Refunding Bonds (“2014 Bonds”) in November 2014. These 2014 Bonds were issued to refund a portion of an earlier 2004 Wastewater Revenue Bond series, which financed capital improvements to the Wastewater System.

The 2014 Bonds are secured by net revenues of the Wastewater Enterprise Fund and have level annual debt service of $7.275 million. The 2014 Bonds mature on June 1, 2034 and are callable at any time, without penalty.

The City’s Wastewater Fund debt has an “A”/stable credit rating from S&P Global Ratings. Based on the current interest rate environment, the City can issue 2025 Wastewater Revenue Refunding Bonds (“2025 Bonds”) to refund the 2014 Water Bonds for savings. Under the terms of the City’s Debt Management Policy, the refunding must achieve 3% net present value savings, which in this case would result in approximately $200,000 in annual debt service savings through 2034 which totals approximately $1.85 million in cashflow savings through 2034 (net of transaction costs).

DISCUSSION
The City of Oxnard Wastewater Fund has three outstanding obligations: the 2014 Bonds with $51,690,000 currently outstanding, the 2018 Wastewater Revenue Refunding Bonds with $15,740,000 currently outstanding, and a 2021 State Water Resources Control Board State Revolving Fund Installment Sale Agreement (“2021 SRF Loan”) with an amended total authorized amount of $88,601,724. The 2021 SRF Loan is a draw down loan, which means that interest only accrues on actual amounts drawn and repayment commences once the projects being funded by the 2021 SRF Loan are 483
completed. Currently, approximately $21 million of the total authorized amount is drawn and outstanding, though future draws up to the full authorized amount are anticipated.

The table below summarizes the total annual principal and interest payments on these obligations. The 2014 Bonds and 2018 Bonds both mature in fiscal year 2033-34. The 2021 SRF Loan matures in fiscal year 2057-58. Once the 2021 SRF Loan commences repayment, total annual debt service payments on the Wastewater Fund’s debt will be increasing to approximately $12.8 million annually from fiscal year 2028-29 through fiscal year 2033-2034.(1) 484
Based on the City’s Debt Management Policy, a minimum of three percent (3%) net present value savings is required for any refunding. As it relates to meeting that savings threshold for a refunding of the 2014 Bonds, the proposed 2025 Bonds must have a true interest cost equal to or less than 4.00%. Debt service savings can be applied (1) as a reduction in cash flow to reduce impact on sewer rates, or (2) generating cash flow for pay-as-you-go capital projects. Savings do not need to be taken evenly (through 2034) and can be applied in select years to minimize the impact of the SRF loan payment impact.

In the current market, the 2025 Bonds would have an estimated true interest cost of 3.38%. This true interest cost would result in annual savings of approximately $400,000 per year and equates to $3.6 million cashflow savings and $3.1 million net present value savings (5.9% net present value savings). The final interest rate on the 2025 Bonds will not be known until the bond pricing date (will be a fixed rate through final maturity).

NHA Advisors LLC, the City’s municipal financial advisor, has evaluated the methods of sale for the 2025 Bonds and determined that a public offering would provide the lowest interest rate. NHA Advisors recommends a negotiated public offering with an underwriter. This finding is based on the underlying Wastewater Fund credit rating, the City’s issuance history, and litigation history.

As illustrated in the graph below, the 2025 Bonds would be structured to achieve uniform annual savings relative to the debt service on the outstanding 2014 Bonds. Accordingly, each year’s payment would be less under a refunding scenario and there would be no extension of final maturity.

City staff are working with Best Best & Krieger LLP (Bond Counsel and Disclosure Counsel) to prepare the documents for the 2025 Bonds. The documents are in substantially final form, and the resolutions before the City Council and Authority authorize specific City and Authority officials to make any necessary modifications prior to execution. Those substantially final drafts of the bond documents attached for consideration include:

Authorizing Resolution – The resolution provides authority to City staff to issue the 2025 Bonds, provided the final par and savings threshold are within the identified not-to-exceed amounts in the resolution. The not-to-exceed par is set slightly higher than the current expected amount to allow the City flexibility on structuring the 2025 Bonds (i.e. structuring them as discount bonds should it result in a lower overall true interest cost on the refunding debt).

The minimum 3% net present value savings requirement aligns with the City’s Debt Management Policy. For this 485
specific situation, the 2025 Bonds require a true interest cost no greater than 4.00% in order to meet the 3% net present value savings requirement. The resolution identifies a not-to-exceed underwriter’s discount of 0.75% for the 2025 Bonds, which the City’s financing team believes to be conservative (higher than required) under current market conditions. In addition to setting the not-to-exceed amounts, the Authorizing Resolutions will approve the 2025 Bonds disclosure and legal documents and will authorize City staff to execute the necessary documents to issue the 2025 Bonds.

The City of Oxnard Financing Authority will also approve an Authorizing Resolution related to the approval of the Escrow Deposit and Trust Agreement for the redemption of the 2014 Bonds.

Indenture of Trust – The Indenture formalizes the relationship between the City of Oxnard and Computershare Corporate Trust (“Computershare”) as Trustee for the 2025 Bonds. The Indenture will describe the terms of the 2025 Bonds, including the payment terms and schedule, prepayment options, other covenants related to the 2025 Bonds, and other administrative items. The debt service on the 2025 Bonds will be made from and secured by a pledge of the net revenues of the City’s Wastewater Fund. Under this agreement, a key covenant is that City will set rates as needed to ensure that there is a minimum 120% debt service coverage on the 2025 Bonds. This is similar to the requirements of the outstanding 2021 SRF Loan. The Indenture contains other covenants and provisions designed to mirror similar provisions for the City’s outstanding debt.

Escrow Deposit and Trust Agreement – this short-term agreement describes the temporary role that Computershare will serve to hold a portion of the 2025 Bond proceeds and use them to pay off the outstanding principal on the 2014 Bonds.

Because the 2014 Bonds can be prepaid at any time, the anticipated length of the escrow account will be less than 3 months. This timing also complies with federal law for tax exempt municipal bonds. Because the Escrow Deposit and Trust Agreement pertains to the mechanics of paying off the 2014 Bonds, the City of Oxnard Financing Authority (issuer for the 2014 Bonds) also needs to adopt a resolution approving this document.

Preliminary Official Statement – The Preliminary Official Statement (“POS”) will be distributed to potential investors to provide material information regarding the terms of and security for the 2025 Bonds. The underwriter will use this document to market the 2025 Bonds to potential investors. Once the 2025 Bonds have sold, the final pricing information will be inserted into the POS, thereby converting it to a final Official Statement. The distribution of the POS is subject to federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. These laws require the POS to include all facts that would be material to an investor in the 2025 Bonds. Material information is information considered to be substantial in nature and have significance in the deliberations of the reasonable investor when deciding whether to buy or sell the 2025 Bonds. If the City Council concludes that the POS includes all facts that would be material to an investor in the 2025 Bonds, it will authorize a member of staff to execute a certificate to the effect that the POS has been "deemed final."
Continuing Disclosure Agreement - Under the Continuing Disclosure Certificate, the City agrees to provide an annual report containing certain financial and operating information relevant to the security of the 2025 Bonds, to be filed on the EMMA system (the internet-based information repository for municipal bonds issued in the United States maintained by the Municipal Securities Rule Making Board) to make such information available to the investors. The City will also agree to disclose and make filings upon the occurrence of listed significant events (for example, a change in trustee, a rating change, or a missed debt payment on the 2025 Bonds). The requirements under this agreement will be materially the same as the City’s current obligations for the 2014 and 2018 Bonds.

Bond Purchase Agreement – The Bond Purchase Agreement is between the City and its selected underwriter will specify the terms by which the City sells its bonds to the underwriter. Because the final terms of sale will not be known until the day of sale, this document typically has blanks throughout when it is approved by City Council. Nevertheless, the terms of the sale are still subject to the not-to-exceed amounts specified in the Authorizing Resolutions.

STRATEGIC PRIORITIES
This agenda item is a routine operational item or does not relate to the five strategic priorities adopted by City Council on March 16, 2021.

FINANCIAL IMPACT
486
A refunding of the 2014 Bonds through the issuance of 2025 Bonds would secure annual debt service savings. Under the 3% net present value savings requirement for the City’s Debt Management Policy, the minimum savings would be $200,000 annually based on a true interest cost of 4.00% on the 2025 Bonds. These savings would be available for any legal purposes of the Wastewater Fund, including paying for capital projects and ongoing operations.

Issuance costs for the 2025 Bonds would be paid out of the 2025 Bond proceeds at closing and there would be no immediate budget impact. Total issuance costs are anticipated to be under 2% of par. With the exception of the credit rating fee payable to S&P Global Ratings, costs of issuing the 2025 Bonds are contingent upon successful sale and closing of the 2025 Bonds. A non-contingent fee payable to S&P Global Ratings is estimated to be approximately $45,000 for rating a transaction. As with other issuance costs, rating fees are paid out of the bond proceeds. But in a situation where market rates move up dramatically and the issuance of the 2025 Bonds is delayed or cancelled, the Wastewater Fund would pay that credit rating fee out of its operating budget.

The FY 2025-26 Budget plans for a payment of $7,724,500 on the 2014 Bonds. If the refunding is successful, the payment on the 2025 Bonds would be less than the amount budgeted in 2025-26 (a minimum reduction of $200,000 based on a 4.00% true interest cost on the 2025 Bonds).

COMMITTEE OUTCOME
Finance and Governance Committee approved 3-0 on June 24, 2025.

Prepared by: Javier Chagoyen-Lazaro, Chief Financial Officer

ATTACHMENTS

1. Oxnard 2025 WW Refunding - Presentation

2. Oxnard 2025 Wastewater RBs - Resolution of the City Council-c1

3. Oxnard 2025 Wastewater RBs - Resolution of the Board of Directors of the City of Oxnard Financing Authority-c1

4. Oxnard 2025 Wastewater RBs - Indenture of Trust-c1 - for CC Agenda

5. Oxnard 2025 Wastewater RBs - Escrow Deposit and Trust Agreement-c1 - for CC Agenda

6. 20250715 Attach 6 Oxnard 2025 Wastewater Revenue Bonds - Official Statement-c1 -for CC Agenda

7. Oxnard 2025 Wastewater RBs - Bond Purchase Agreement

8. Oxnard 2025 Wastewater Revenue Bonds - Continuing Disclosure Agreement 487

CITY OF OXNARD
2025 WASTEWATER REVENUE REFUNDING BONDS
July 29, 2025

PRESENTATION TO CITY COUNCIL
488
2 Financing Team for the 2025 Bonds
NHA Advisors
• Municipal Advisor to the City
Best, Best & Krieger
• Bond and Disclosure Counsel to the City
Computershare Corporate Trust
• Trustee for the 2025 Bonds
Underwriter – TBD
• Bond Purchaser for the 2025 Bonds
489
3 Wastewater Fund Background
 Three outstanding obligations
 Aggregate annual debt service
payments increasing to ~$12M
 2021 SRF Loan amortizing once
project complete
 2014 Bonds callable now (no
penalty)
 Refunding can generate interest
savings to the Wastewater Fund
 Debt management policy requires
a minimum of 3% Net Present
Value (“NPV”) savings
 Current market savings ~5.9%
NPV
2014
Bonds
2018
Bonds
2021
SRF Loan*
Outstanding
Amount
$51,690,000 $15,740,000 $20,883,126
Final Maturity 6/1/2034 6/1/2034 12/31/2054
Callable Any Time 6/1/2028 No
Average
Interest Rate

5.00% 4.62% 0.9%
City of Oxnard Wastewater Fund
Summary of Outstanding Debt
*This loan’s authorized amount was amended from $66,700,000 to $88,601,724 (Resolution 15,783). The City is in the process of drawing on this loan and the expectation is that the full authorized amount will be drawn over the coming years. 490
4 Proposed Structure for 2025 Refunding Bonds
 2025 Refunding
Bonds include sewer
revenue pledge
 Final maturity in
6/1/2034
 Same as 2014 Bonds
 Structured w/ level
debt service
 Same as 2014 Bonds
 Estimated $50M
2025 Refunding
Bond
 Authorization of
$55M (not to exceed)
to provide flexibility
5,000,000
5,500,000
6,000,000
6,500,000
7,000,000
7,500,000
8,000,000
2026 2027 2028 2029 2030 2031 2032 2033 2034
Fiscal Year Ending June 30
Oxnard Wastewater Fund
2025 Bonds Structure and Estimated Savings
2025 Bonds (Estimated) 2014 Bonds
$400,000 annual estimated savings*
*Savings estimates are based on market rates in early July 2025 and are subject to change until the 2025 Bonds are sold
491
5 Summary of Financing Documents
Authorizing Resolution
•Authorize City staff to issue the Bonds, provided
final bond pricing meets not to exceed parameters
therein (not to exceed principal of $55 million,
minimum net present value savings of 3%,
maximum underwriter discount of 0.75%)
•Authorizing Resolution of City of Oxnard Financing
Authority for Escrow Deposit & Trust Agreement
Indenture of Trust
•Formalizes relationship between the City and
Computershare; describes key terms for the
Bonds, including payment, prepayment, rate
covenant, and other obligations
Escrow Deposit and Trust Agreement
•Short term agreement describing
Computershare’s role in holding a portion of the
2025 Bonds and using it to pay off the 2014 Bonds
•Less than 3 months to comply with tax law
Preliminary Official Statement
•Provides material information related to terms
and security for the 2025 Bonds
•Securities law requires the City to disclose all
material facts pertinent to a bond investor’s
decision to buy the bonds
Continuing Disclosure Certificate
•Appended to the POS
•City agrees to provide annual disclosures and
certain significant events disclosures to bond
investors
Bond Purchase Agreement
•Agreement between City and its selected
Underwriter that specifies the terms by which the
City sells its bonds to the underwriter
•Final terms to be filled in on the day of sale of the
2025 Bonds
492
6 Financing Schedule*
June 24, 2025 Finance & Governance Committee Meeting
June – July 2025 Draft legal & Disclosure documents & Credit rating process
July 29, 2025 City Council Meeting
Mid-August Sell the 2025 Bonds (interest rates locked & final savings known)
Late August Close 2025 Bonds
*Subject to change based on market conditions or other factors 493
ANY QUESTIONS?
494
60302.00027\43888941.2

CITY COUNCIL OF THE CITY OF OXNARD
RESOLUTION NO. ___________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD AUTHORIZING THE

ISSUANCE AND SALE OF WASTEWATER REVENUE REFUNDING BONDS, SERIES 2025 TO REFINANCE OUTSTANDING BONDS, AUTHORIZING EXECUTION OF

INDENTURE OF TRUST, AND AUTHORIZING EXECUTION OF AND APPROVING

RELATED AGREEMENTS AND OFFICIAL ACTIONS
WHEREAS, the City through the City of Oxnard Financing Authority (the “Authority”) caused to be issued its $71,985,000 Wastewater Revenue Refunding Bonds Series 2014 (the “2014 Bonds”), for the purpose of financing Wastewater System improvements for the City; and WHEREAS, the 2014 Bonds were secured by payments to be made under an Installment Purchase Agreement, dated as of November 1, 2014, between the City and the Authority (the “2014 Installment Purchase Agreement”); and
WHEREAS, the City is authorized pursuant to the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of said Code (the “Bond Law”), to issue its revenue bonds for the purpose of refunding any outstanding indebtedness of the City which is payable from the revenues of the Wastewater System, and the City Council has determined that it is in the interests of the City at this time to provide for the issuance of its Wastewater Revenue Refunding Bonds, Series 2025 (the “Bonds”) under the Bond Law to refund the 2014 Bonds; and WHEREAS, the City has determined that the Bonds may be sold by negotiated sale to an underwriter to be selected by the City, upon consultation with its Municipal Advisor, defined below, and there has been presented to the City a form of bond purchase agreement (the “Bond Purchase Agreement”); and
WHEREAS, Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California Legislature) (“SB 450”) requires that the City Council obtain from an underwriter, municipal advisor or private lender and disclose, prior to authorization of the issuance of bonds, including debt instruments such as the Bonds, with a term of greater than 13 months, good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds; and WHEREAS, it is anticipated that the Bonds will be issued with fixed interest rates, as taxexempt bonds, and that the proceeds of the Bonds will be applied pursuant to the provisions of the Indenture as finally executed and delivered (i) to pay the redemption price of the 2014 Bonds; (ii) to fund a debt service reserve fund either in cash or provide a debt service reserve insurance policy, and (iii) to pay costs incurred in connection with the issuance of the Bonds; and 495
60302.00027\43888941.2
- 2 -
WHEREAS, the City Council wishes at this time to authorize all proceedings relating to the issuance and sale of the Bonds and all other agreements and documents relating thereto; NOW, THEREFORE, the City Council of the City of Oxnard resolves as follows:

Section 1. Issuance of Bonds. The City Council hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law and an Indenture of Trust (the “Indenture”) by and between the City and Computershare Corporate Trust, as trustee, so long as the combined net present value savings to be achieved by the issuance of the Bonds shall be at least 3.00% of the principal amount of the 2014 Bonds remaining outstanding. The City Council hereby approves the Indenture in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Mayor, the City Manager and/or the Chief Finance Officer (together the “Authorized Officers”), whose execution thereof shall be conclusive evidence of such approval. The Authorized Officers are hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of the Indenture. The good faith estimates required by Senate Bill 450 relating to the Bonds are set forth in Exhibit A hereto.

The proceeds of the Bonds shall be applied to (i) cause the redemption of the 2014 Bonds, (ii) fund a debt service reserve fund, either in cash or provide a debt service reserve insurance policy, and (iii) pay costs incurred in connection with the issuance of the Bonds, all in accordance with the provisions of this Resolution and the Indenture.

Section 2. Approval of Bond Purchase Agreement and Conditions of Approval. The form of Bond Purchase Agreement presented at this meeting is hereby approved and the Authorized Officers are each individually hereby authorized to accept, for and in the name of the City, such Bond Purchase Agreement in substantially the form hereby approved with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof by an Authorized Officer, provided that the aggregate principal amount of Bonds to be sold pursuant to the Bond Purchase Agreement shall not exceed $55,000,000, and the underwriters’ discount or fee (not including any original issue discount or premium on the bonds) shall not exceed 0.75% of the principal amount of Bonds sold, and provided that, with respect to the 2014 Bonds, the net present value savings is at least 3.00% on a combined basis.

Section 3. Official Statement. The City Council hereby authorizes the Authorized Officers to approve and to deem nearly final, within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, a form of Preliminary Official Statement describing the Bonds. Distribution of such Preliminary Official Statement by the Underwriter is hereby approved. The Authorized Officers are hereby authorized and directed to approve any changes in or additions to such Preliminary Official Statement for the purpose of finalizing such document, and the execution thereof by the Authorized Officers shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the Final Official Statement by the Underwriter. The Final Official Statement shall be executed in the name and on behalf of the City by the Authorized Officers.
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- 3 -
Section 4. Approval of Escrow Deposit and Trust Agreement. The City Council hereby authorizes the refunding of the 2014 Bonds and the 2014 Installment Purchase Agreement with the proceeds of the Bonds. The form of Escrow Deposit and Trust Agreement which provides for (i) the defeasance and prepayment of the 2014 Bonds, (ii) the creation and administration by the Computershare Corporate Trust, as Escrow Agent, of the Escrow Fund for the benefit of the owners of 2014 Bonds, and (iii) the performance of other duties by the Escrow Agent, is approved in the form on file with the City Clerk, and the Authorized Officers are each individually authorized to execute and deliver, on behalf of the City, such Escrow Deposit and Trust Agreement. If the Authorized Officers so determine, the Escrow Deposit and Trust Agreement may be replaced with refunding instructions to be given to the Trustee for the 2014 Bonds.

Section 5. Continuing Disclosure Agreement. The City Council hereby approves the form of Continuing Disclosure Agreement in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Authorized Officers and the Authorized Officers are each individually authorized to execute and deliver, on behalf of the City, such Continuing Disclosure Agreement.

Section 6. Modifications. The approval of the Indenture, the Escrow Deposit and Trust Agreement, the Preliminary Official Statement, Bond Purchase Agreement and Continuing Disclosure Agreement, given by this Resolution shall apply to any modification or amendment of any of said agreements which is agreed upon and approved by Bond Counsel and the Authorized Officers as being necessary to carry out the provisions thereof and the authorization and direction provided in this Resolution.

Section 7. Official Actions. The Authorized Officers are each authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate the issuance and sale of the Bonds, obtain a rating from a reputable rating agency, and any of the other transactions contemplated by the agreements and documents approved pursuant to this Resolution. Any Authorized Officer is authorized to obtain municipal bond insurance or a debt service reserve fund policy for the Bonds. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. [Remainder of page intentionally left blank]
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- 4 -
Section 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.

PASSED AND ADOPTED this 29th day of July, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Mayor
ATTEST:

City Clerk
APPROVED AS TO FORM:

Stephen Fischer, City Attorney
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A-1

EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by NHA Advisors, LLC as municipal advisor to the City (the “Municipal Advisor”), each with respect to the Bonds as of July 7, 2025.

Principal Amount. The Municipal Advisor has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $49,315,000 (the “Estimated Principal Amount”).

True Interest Cost of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is

3.38%.

Finance Charge of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $958,720.

Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserve fund funded with proceeds of the Bonds, is $52,237,424.

Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $61,840,001.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of 499
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A-2
such estimates, (e) other market conditions, or (f) alterations in the City’s financing plan, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the City based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the City. 500
60302.00027\43889222.2

BOARD OF DIRECTORS OF

THE CITY OF OXNARD FINANCING AUTHORITY
RESOLUTION NO. ___________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF OXNARD

FINANCING AUTHORITY, AUTHORIZING PROCEEDINGS AND AGREEMENTS

RELATING TO THE REFINANCING OF CITY WASTEWATER SYSTEM

IMPROVEMENTS AND AUTHORIZING OFFICIAL ACTIONS
WHEREAS, the City through the City of Oxnard Financing Authority (the “Authority”) caused to be issued its $71,985,000 Wastewater Revenue Refunding Bonds 2014 Series B (the “2014 Bonds”), for the purpose of financing Wastewater System improvements for the City; and WHEREAS, the 2014 Bonds were secured by payments to be made under an Installment Purchase Agreement, dated as of November 1, 2014, between the City and the Authority (the “2014 Installment Purchase Agreement”); and
WHEREAS, the City is authorized pursuant to the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of said Code (the “Bond Law”), to issue its revenue bonds for the purpose of refunding any outstanding indebtedness of the City which is payable from the revenues of the Wastewater System, and the City Council has determined that it is in the interests of the City at this time to provide for the issuance of its Wastewater Revenue Refunding Bonds, Series 2025 (the “Bonds”) under the Bond Law to refund the 2014 Bonds; and WHEREAS, a portion of the proceeds of the Bonds will be deposited in an escrow fund and will be applied by the Authority and the City to redeem the 2014 Bonds on a current basis pursuant to an Escrow Deposit and Trust Agreement;
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY the Board of Directors of the City of Oxnard Financing Authority as follows:

Section 1. Above Recitals True and Correct. The Board of Directors of the Authority find that the above-stated recitals are true and correct.

Section 2. Approval of Documents. The Board of Directors hereby approves the Escrow Deposit and Trust Agreement in substantially the form on file with the Secretary, together with such additions thereto and changes therein as the Bond Counsel shall deem necessary, desirable or appropriate, the execution of which by the President, Vice-President, Executive Director or Chief Financial Officer shall be conclusive evidence of the approval of any such additions and changes.

Section 3. Official Actions. The Chairman, Vice-Chairman, Executive Director, and the Chief Financial Officer, and Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including obtaining a rating on the Bonds, and including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem 501
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2 necessary or advisable in order to consummate the transactions as described herein in connection with the issuance and sale of the Bonds.
[Remainder of page intentionally left blank]
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3 Section 4. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.

PASSED AND ADOPTED this 29th day of July, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Chairman
ATTEST:

Secretary
APPROVED AS TO FORM:

Stephen Fischer, Authority Counsel
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INDENTURE OF TRUST
By and between the

CITY OF OXNARD
and

COMPUTERSHARE CORPORATE TRUST,
As Trustee
Dated as of ___________, 2025
Relating to
City of Oxnard
$___________
Wastewater Revenue Refunding Bonds,
Series 2025
504

TABLE OF CONTENTS
Page
-iARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY SECTION 1.01 Definitions ..................................................................................................2 SECTION 1.02 Rules of Construction ...............................................................................14 SECTION 1.03 Authorization and Purpose of Series 2025 Bonds ....................................14 SECTION 1.04 Equal Security...........................................................................................14

ARTICLE II
ISSUANCE OF SERIES 2025 BONDS
SECTION 2.01 Terms of Series 2025 Bonds.....................................................................15 SECTION 2.02 Terms of Redemption ...............................................................................16 SECTION 2.03 (Form of Series 2025 Bonds.....................................................................16 SECTION 2.04 Execution of Series 2025 Bonds...............................................................16 SECTION 2.05 Transfer of Series 2025 Bonds .................................................................16 SECTION 2.06 Exchange of Series 2025 Bonds ...............................................................17 SECTION 2.07 Temporary Series 2025 Bonds..................................................................17 SECTION 2.08 Bond Registration Books..........................................................................17 SECTION 2.09 Series 2025 Bonds Mutilated, Lost, Destroyed or Stolen.........................17 SECTION 2.10 Book Entry System...................................................................................18

ARTICLE III
ISSUE OF SERIES 2025 BONDS; ADDITIONAL OBLIGATIONS
SECTION 3.01 Issuance of Series 2025 Bonds .................................................................20 SECTION 3.02 Application of Proceeds of Sale of Series 2025 Bonds; Transfers from the 2014 Indenture ...........................................................................20 SECTION 3.03 Escrow Fund .............................................................................................20 SECTION 3.04 Cost of Issuance Fund...............................................................................20 SECTION 3.05 Issuance of Additional Obligations ..........................................................21 SECTION 3.06 Validity of Series 2025 Bonds..................................................................22

ARTICLE IV
PLEDGE OF NET SYSTEM REVENUES; FUNDS AND ACCOUNTS
SECTION 4.01 Pledge of Net System Revenues, Wastewater Revenue Fund..................22 SECTION 4.02 Receipt and Deposit of Revenues.............................................................22 SECTION 4.03 Establishment of Funds and Accounts and Allocation of Revenues Thereto......................................................................................................23 SECTION 4.04 Application of Debt Service Fund ............................................................25 SECTION 4.05 Investments...............................................................................................25 SECTION 4.06 Valuation; Investments. ............................................................................26 SECTION 4.07 Municipal Bond Insurance.[to come] .......................................................26 505

TABLE OF CONTENTS
(continued)
Page
-iiSECTION 4.08 [Reserve Policy Provisions.].....................................................................26

ARTICLE V
COVENANTS OF THE CITY; SPECIAL TAX COVENANTS
SECTION 5.01 Punctual Payment; Compliance With Documents....................................26 SECTION 5.02 Against Encumbrances .............................................................................27 SECTION 5.03 Discharge of Claims .................................................................................27 SECTION 5.04 Acquisition, Construction or Financing of Improvements to the Wastewater System...................................................................................27 SECTION 5.05 Maintenance and Operation of Wastewater System in Efficient and Economical Manner..................................................................................27 SECTION 5.06 Against Sale, Eminent Domain.................................................................27 SECTION 5.07 Insurance...................................................................................................28 SECTION 5.08 Records and Accounts ..............................................................................28 SECTION 5.09 Protection of Security and Rights of Owners ...........................................29 SECTION 5.10 Against Competitive Facilities .................................................................29 SECTION 5.11 Payment of Taxes, Etc ..............................................................................29 SECTION 5.12 Amount of Rates and Charges, Operating Reserves.................................29 SECTION 5.13 No Priority for Additional Obligations.....................................................29 SECTION 5.14 No Arbitrage .............................................................................................30 SECTION 5.15 Information Report ...................................................................................30 SECTION 5.16 Private Activity Bond Limitation .............................................................30 SECTION 5.17 Federal Guarantee Prohibition..................................................................30 SECTION 5.18 Further Assurances ...................................................................................30 SECTION 5.19 Continuing Disclosure ..............................................................................30 SECTION 5.20 Rebate Requirement..................................................................................30 SECTION 5.21 Maintenance of Tax-Exemption ...............................................................30

ARTICLE VI

THE TRUSTEE
SECTION 6.01 Appointment of Trustee............................................................................31 SECTION 6.02 Acceptance of Trusts ................................................................................31 SECTION 6.03 Fees, Charges and Expenses of Trustee....................................................35 SECTION 6.04 Notice to Bond Owners of Default ...........................................................35 SECTION 6.05 Intervention by Trustee.............................................................................35 SECTION 6.06 Removal of Trustee...................................................................................35 SECTION 6.07 Resignation by Trustee .............................................................................36 SECTION 6.08 Appointment of Successor Trustee...........................................................36 SECTION 6.09 Merger or Consolidation...........................................................................36 SECTION 6.10 Concerning any Successor Trustee...........................................................36 SECTION 6.11 Appointment of Co-Trustee......................................................................37 SECTION 6.12 Indemnification; Limited Liability of Trustee..........................................37 506

TABLE OF CONTENTS
(continued)
Page
-iiiARTICLE VII

MODIFICATION AND AMENDMENT OF THE INDENTURE
SECTION 7.01 Amendment by Consent of Bond Owners................................................38 SECTION 7.02 Amendment Without Consent of Bondholders.........................................38 SECTION 7.03 Disqualified Series 2025 Bonds................................................................39 SECTION 7.04 Endorsement or Replacement of Series 2025 Bonds After Amendment...............................................................................................39 SECTION 7.05 Amendment by Mutual Consent...............................................................39 SECTION 7.06 Execution of Supplemental Indentures.....................................................39 SECTION 7.07 [Transcript of Proceedings to Insurer .......................................................39

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
SECTION 8.01 Events of Default and Acceleration of Maturities ....................................40 SECTION 8.02 Application of Funds Upon Acceleration.................................................41 SECTION 8.03 Other Remedies; Rights of Bond Owners ................................................41 SECTION 8.04 Power of Trustee to Control Proceedings.................................................42 SECTION 8.05 Appointment of Receivers ........................................................................42 SECTION 8.06 Non-Waiver ..............................................................................................42 SECTION 8.07 Rights and Remedies of Bond Owners.....................................................43 SECTION 8.08 Rights of the Insurer .................................................................................43 SECTION 8.09 Termination of Proceedings......................................................................44

ARTICLE IX

MISCELLANEOUS
SECTION 9.01 Limited Liability of City...........................................................................44 SECTION 9.02 Parties Interested Herein...........................................................................44 SECTION 9.03 Discharge of Indenture .............................................................................44 SECTION 9.04 Content of Certificates..............................................................................46 SECTION 9.05 Execution of Documents by Bond Owners ..............................................46 SECTION 9.06 Waiver of Personal Liability.....................................................................47 SECTION 9.07 Partial Invalidity .......................................................................................47 SECTION 9.08 Destruction of Cancelled Series 2025 Bonds ...........................................47 SECTION 9.09 Funds and Accounts..................................................................................47 SECTION 9.10 Notices ......................................................................................................48 SECTION 9.11 Unclaimed Moneys...................................................................................48 EXHIBIT A - FORM OF 2025 BOND......................................................................................A-1 507
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1 INDENTURE OF TRUST
THIS INDENTURE OF TRUST, made and entered into as of _____________ 1, 2025, by and between the CITY OF OXNARD, a municipal corporation organized and existing under the constitution and laws of the State of California (the “City”), and COMPUTERSHARE CORPORATE TRUST, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the trusts hereby created, as trustee (the “Trustee”), WITNESSETH:

WHEREAS, the City through the City of Oxnard Financing Authority (the “Authority”) caused to be issued its $80,000,000 Wastewater Revenue Bonds 2004 Series A (the “2004 Bonds”), for the purpose of financing Wastewater System improvements for the City; and WHEREAS, the 2004 Bonds were refunded and redeemed prior to maturity, by the City through Authority with the issuance of its $71,985,000 Wastewater Revenue Refunding Bonds Series 2014 (the “2014 Bonds”), for the purpose of refinancing Wastewater System improvements for the City; and
WHEREAS, the 2014 Bonds were secured by payments to be made under an Installment Purchase Agreement, dated as of November 1, 2014, by and between the City and the Authority (the “2014 Installment Purchase Agreement”); and
WHEREAS, the City, after due investigation and deliberation, has determined that it is in the interests of the City at this time to provide for the issuance of its water revenue refunding bonds under this Indenture for the purpose of refunding the 2014 Bonds and the 2014 Installment Purchase Agreement , and to that end the City Council has heretofore adopted its Resolution No. _____, approving and authorizing the issuance of its City of Oxnard Wastewater Revenue Refunding Bonds, Series 2025 (the “Series 2025 Bonds”) for such purposes; WHEREAS, in order to provide for the authentication and delivery of the Series 2025 Bonds, to establish and declare the terms and conditions upon which the Series 2025 Bonds are to be issued and secured and to secure the payment of the principal thereof and of the interest and premium, if any, thereon, the City Council has authorized the execution and delivery of this Indenture;
WHEREAS, all of the Series 2025 Bonds will be secured by a pledge of the Net System Revenues, as defined herein, and certain other moneys and securities held by the City and the Trustee hereunder; and
WHEREAS, the City has determined that all acts and proceedings required by law necessary to make the Series 2025 Bonds, when executed by the City, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the City, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth, in accordance with its terms, have been done and taken; and the execution and delivery of this Indenture have been in all respects duly authorized;
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2 NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all Series 2025 Bonds at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Series 2025 Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Series 2025 Bonds by the Owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the City does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Series 2025 Bonds, as follows:

ARTICLE I
DEFINITIONS; AUTHORIZATION AND
PURPOSE OF BONDS; EQUAL SECURITY
SECTION 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Indenture and of any Additional Obligations Instrument and of the Series 2025 Bonds and of any certificate, opinion, request or other documents herein mentioned have the meanings herein specified.
“Additional Obligations” means Obligations other than the Series 2025 Bonds, which are either currently outstanding or issued pursuant to Section 3.05 hereof. “Administrative Costs” means the ordinary and necessary administrative costs and incidental expenses related to the Series 2025 Bonds, the Indenture, and any Additional Obligations, including, but not limited to Trustee fees (including any fees and expenses of its counsel) and fees incurred in connection with the calculation of arbitrage rebate due to the federal government with respect to the Series 2025 Bonds.
“Authority” means the City of Oxnard Financing Authority. “Authorized Investments” means any of the following, but only to the extent that the same are acquired at Fair Market Value, which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein:
(a) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; (b) obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: (i) Export-Import Bank; (ii) Farm Credit System Financial Assistance Corporation, (iii) Farmers Home Administration; (iv) General Services Administration; (v) U.S. Maritime Administration; (vi) Small Business Administration; (vii) Government National Mortgage Association (GNMA); (viii) U.S. Department of Housing & Urban Development (PHA’s); (ix) Federal Housing Administration and (x) Federal Financing Bank;
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3 (c) senior debt obligations rated “Aa” by Moody’s and “AA” by S&P issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, senior debt obligations of other government-sponsored agencies, obligations of the Resolution Funding Corporation (REFCORP) and senior debt obligations of other government sponsored agencies;
(d) U.S. dollar denominated deposit accounts, federal funds and banker’s acceptances with domestic commercial banks (including the Trustee and its affiliates) which have a rating on their short term certificates of deposit on the date of purchase of “P-1” by Moody’s and “A-1” or “A-1+” by S&P and maturing no more than 360 days after the date of purchase, provided that ratings on holding companies are not considered as the rating of the bank;
(e) commercial paper which is rated, at the time of purchase, in the single highest classification, “P-1” by Moody’s and “A-1+” by S&P, and which matures not more than 270 days after the date of purchase;
(f) investments in a money market fund rated “AAAm” or “AAAm-G” or better by S&P, including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives and retains a fee for services provided to the fund, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee;
(g) pre-refunded municipal obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any City, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (i) which are rated, based upon an irrevocable escrow account or fund (the “escrow”), in the highest rating category of Moody’s and S&P or any successors thereto; or (ii)(A) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (a) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (B) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to above, as appropriate; 510
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4 (h) investment agreements, supported by appropriate opinions of counsel, between the Trustee and a financial institution whose long-term debt has a Minimum Rating;
(i) Repurchase agreements (“Repos”) that provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Trustee (buyer/lender), and the transfer of cash from the Trustee to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the securities at a specified date. Repurchase Agreements must satisfy the following criteria:

1. Repos must be between the Trustee and a dealer bank or securities firm.
a. Primary dealers on the Federal Reserve reporting dealer list which fall under the jurisdiction of the SIPC and which are rated A or better by S&P and Moody’s, or
b. Banks rated “A” or above by S&P and Moody’s.

2. The written repo contract must include the following:
a. Securities which are acceptable for transfer are:
(1) Direct U.S. governments
(2) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA and FHLMC)
b. The term of the repo may be up to 30 days
c. The collateral must be delivered to the Trustee (if the Trustee is not supplying the collateral) or third party acting as agent for the Trustee (if the Trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). d. The Trustee has a perfected first priority security interest in the collateral.
e. Collateral is free and clear of third-party liens and in the case of an SIPC broker was not acquired pursuant to a repo or reverse repo. f. Failure to maintain the requisite collateral percentage, after a two day restoration period, will require the Trustee to liquidate collateral. g. Valuation of Collateral
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5 (1) The securities must be valued by such dealer bank or securities firm weekly, marked-to-market at current market price plus accrued interest.
(a) The value of collateral must be equal to 104%
of the amount of cash transferred by the Trustee to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by the Trustee, then
additional cash and/or acceptable securities must be
transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal
105%.

3. A legal opinion must be delivered to the Trustee to the effect that the Repo meets guidelines under state law for legal investment of public funds; and (j) the Local City Investment Fund maintained by the State of California. “Authorized Officer” means the Mayor, the City Manager and/or the Chief Finance Officer, or any other officer of the City duly authorized by the City Council for that purpose. “Bond Counsel” means any attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America.
“Bond Law” means Sections 53570 et seq. and 53580 et seq. of the California Government Code, as in effect on the Closing Date.
“Bond Registration Books” means the books maintained by the Trustee pursuant to Section

2.08 for the registration and transfer of ownership of the Series 2025 Bonds. “Bond Year” means the twelve-month period beginning on the anniversary of the Closing Date in each year and ending on the day prior to the anniversary date of the Closing Date in the following year except that the first Bond Year shall begin on the Closing Date. “Business Day” means any day other than a Saturday, Sunday or a day on which the Trustee is authorized by law to remain closed.
“Certificate of the City” means a certificate in writing signed by an Authorized Officer, or by any other officer of the City duly authorized by the City Council for that purpose. “City” means the City of Oxnard, a municipal corporation organized and existing under the laws of the State of California.
“City Bonds” means all revenue bonds or notes of the City authorized, executed, issued, and delivered under and pursuant to the laws of the State of California, the payments of which are 512
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6 made from the Net System Revenues and which are on a parity with the Series 2025 Bonds. The term “City Bonds” includes, but is not limited to, obligations in the form of bonds, notes, bond anticipation notes, and commercial paper.
“City Council” means the City Council of the City or any other legislative body of the City hereafter provided for pursuant to law.
“Closing Date” means the date upon which there is an exchange of the Series 2025 Bonds for the proceeds representing the purchase of such Series by the Original Purchaser thereof. “Consultant” means the consultant, consulting firm, engineer, architect, engineering firm, architectural firm, accountant, or accounting fun retained by the City to perform the acts and carry out the duties provided for such consultant in this Indenture. Such consultant, consulting firm, engineer, architect, engineering firm, architectural firm, accountant, or accounting firm shall be recognized within its profession for work of the character required. “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by the City and dated the date of original execution and delivery of the Series 2025 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
“Contract Payment Date” means any date on which Contract Payments are scheduled to be paid by the City under and pursuant to any Contract.
“Contract Payments” means debt service on the Series 2025 Bonds due and payable under this Indenture or the installment or lease payments of interest and principal or, if there are no separate payments of interest and principal, the installment or lease payments, scheduled to be paid by the City under and pursuant to the Contracts.
“Contracts” means the Series 2025 Bonds and all contracts or leases of the City authorized and executed by the City under and pursuant to the laws of the State of California, the debt service, installment or lease payments under which are payable from the Net System Revenues on a parity with the Series 2025 Bonds.
“Cost of Issuance Fund” means the Account by that name established pursuant to Section 3.04.
“Costs of Issuance” means all expenses incurred in connection with the authorization, issuance, sale and delivery of the Series 2025 Bonds, including but not limited to compensation, fees and expenses of the City and the Trustee and their respective counsel, compensation to any financial consultants and underwriters, legal fees and expenses, filing and recording costs, rating agency fees, costs of preparation and reproduction of documents and costs of printing. “Debt Service” means, for any Fiscal Year or other period, the sum of (i) the interest payable during such Fiscal Year or other period on all outstanding City Bonds, assuming that all outstanding serial City Bonds are retired as scheduled and that all outstanding term City Bonds are redeemed or paid from sinking fund payments as scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any City Bonds), (2) that portion of the principal amount 513
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7 of all outstanding serial City Bonds maturing on any principal payment date which falls in such Fiscal Year or other period, (3) that portion of the principal amount of all outstanding term City Bonds required to be redeemed or paid on any redemption date which falls in such Fiscal Year or other period, and (4) that portion of the Contract Payments required to be made in such Fiscal Year or other period (except to the extent any interest is capitalized). For purposes of calculating Debt Service, the following assumptions shall be used:
(i) in determining the principal amount due in each Fiscal Year or other period, payment shall be assumed to be made in accordance with any amortization schedule established for such Obligations, including any scheduled payment at maturity or mandatory redemption or prepayment of Obligations on the basis of value, and for such purpose, the scheduled payment at maturity or redemption payment or prepayment shall be deemed a principal payment;
(ii) in determining the interest due in each Fiscal Year or other period, interest payable at a fixed rate shall be assumed to be made at such fixed rate and on the required payment dates;
(iii) if any outstanding Obligations constitute Variable Rate Indebtedness, the interest rate on such Obligations shall be assumed to be one hundred ten percent (110%) of the greater of (a) the daily average interest rate on such Obligations during the twelve (12) calendar months ending with the month preceding the date of calculation, or (b) the rate of interest on such Obligations on the date of calculation; (iv) in the event that the City shall issue Additional Obligations that bear interest at a variable rate, such Additional Obligations shall be assumed to bear interest at the highest of: (i) the actual rate on the date of calculation or, if the indebtedness is not yet outstanding, the initial rate (if established and binding), (ii) if the indebtedness has been outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calculation, and (iii) (1) if interest on the indebtedness is excludable from gross income under the applicable provisions of the Code, the most recently published Bond Buyer 25 Bond Revenue Index (or comparable index if no longer published) plus fifty (50) basis points, or (2) if interest is not so excludable, the interest rate on direct U.S. Treasury obligations with comparable maturities plus fifty (50) basis points.

Notwithstanding the foregoing, for purposes of any rate covenant measuring actual debt service coverage during a test period, Variable Rate Indebtedness shall be deemed to bear interest at the actual rate per annum applicable during the test period; (v) if moneys or Defeasance Obligations have been deposited by the City into a separate fund or account or are otherwise held by the City or by a fiduciary to be used to pay Debt Service on specified Obligations, and such Obligations are discharged, or no longer outstanding, pursuant to the terms of the instrument under which they are issued or arise, then the Debt Service to be paid from such moneys or Defeasance Obligations, or from the earnings thereon, shall be disregarded and not included in calculating Debt Service;
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8 (vi) the amount on deposit in a debt service reserve fund on any date of calculation of Debt Service shall be deducted from the amount of principal due at the final maturity of the Obligations for which such debt service reserve fund was established and in each preceding year until such amount is exhausted; and (vii) with respect to Contract Payments, including the Series 2025 Bonds, that are not comprised of separate payments of interest and principal but which, rather, are required pursuant to the instrument under which they arise to be paid in amounts sufficient to pay principal and interest on bonds, notes, or other obligations of an entity other than the City, for purposes of calculating Debt Service, interest payments and principal payment (whether at maturity or by redemption or prepayment) with respect to such bonds, notes, or other obligations shall be deemed to be interest payments and principal payments with respect to such Contract Payments; provided, however, that for purposes of such calculation, the Contract Payment Dates applicable to such Contract Payments shall be used, whether or not such Contract Payment Dates coincide with the dates on which such Contract Payments are to be applied to the payment of interest and principal with respect to such bonds, notes, or other obligations.
“Debt Service Fund” means the fund by that name established and held by the Trustee pursuant to Section 4.03.
“Defeasance Obligations” means (a) cash, (b) non-callable Federal Securities described in paragraph (a) of the definition thereof (“Treasuries”), (c) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated or (d) pre-refunded municipal obligations rated “AA” and “Aa” by S&P or Moody’s, respectively (or any combination thereof).
“Depository” means (a) initially, DTC, and (b) any other Securities Depositories acting as Depository pursuant to Section 2.10.
“Depository System Participant” means any participant in the Depository’s book-entry system.
“DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.
“Escrow Bank” means Computershare Corporate Trust, acting as Escrow Bank under the Escrow Deposit and Trust Agreement.
“Escrow Deposit and Trust Agreement” means the Escrow Deposit and Trust Agreement, dated as of _________, 2025, by and among the City, the Authority and the Escrow Bank. “Escrow Fund” means the fund of that name established and held by the Escrow Bank pursuant to the Escrow Deposit and Trust Agreement.
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9 “Event of Default” means any of the events described in Section 8.01. “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security—State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment.
“Federal Securities” means any of the following, which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein:
(a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America); and
(b) obligations of any department, City or instrumentality of the United States of America the timely payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America.
“Fiscal Year” means the period commencing on July 1 of each year and terminating on the next succeeding June 30.
“Improvement” means any addition, extension, improvement, equipment, machinery or other facilities to or for the Wastewater System.
“Indenture” means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof. “Independent Certified Public Accountant” means any certified public accountant or firm of such accountants appointed and paid by the City, and who, or each of whom- (a) is in fact independent and not under domination of the City; (b) does not have any substantial identity of interest, direct or indirect, with the City; and
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10 (c) is not and no member of which is connected with the City as an officer or employee of the City, but who may be regularly retained to make annual or other audits of the books of or reports to the City.
“Information Services” means in accordance with then-current guidelines of the Securities and Exchange Commission, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board (at http://emma.msrb.org), or such service or services as the Authority may designate in a certificate delivered to the Trustee. [“Insurance Policy” means the municipal bond insurance policy securing the Series 2025 Bonds and delivered by the Insurer.]
[“Insurer” means (i) [__________] as provider of the Reserve Policy and as provider of the Insurance Policy, and (ii) the provider of a municipal bond or financial guaranty insurance policy with respect to an issue of Bonds (other than the Series 2025 Bonds) or with respect to an issue of bonds the proceeds of which are used to purchase an issue of Bonds (other than the Series 2025 Bonds).]
“Interest Payment Date” means, with respect to the Series 2025 Bonds, June 1 and December 1 in each year, beginning December 1, 2025.
[“Late Payment Rate” means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank, N.A., at its principal office in The City of New York, New York, as its prime or base lending rate (“Prime Rate”) (any change in such Prime Rate to be effective on the date such change is announced by JPMorgan Chase Bank, N.A.) plus 3%, and (ii) the then applicable highest rate of interest on the Series 2025 Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. In the event JPMorgan Chase Bank, N.A., ceases to announce its Prime Rate, the Prime Rate shall be the prime or base lending rate of such other bank, banking association or trust company as _____, in its sole and absolute discretion, shall designate. Interest at the Late Payment Rate on any amount owing to _____ shall be computed on the basis of the actual number of days elapsed in a year of 360 days.]
“Maintenance and Operations Costs of the Wastewater System” means, for any Fiscal Year or other period, the reasonable and necessary costs spent or incurred by the City for maintaining and operating the Wastewater System, calculated in accordance with generally accepted accounting principles, including (among other things) the reasonable expenses of management and repair and other expenses necessary to maintain and preserve the Wastewater System in good repair and working order, and including Administrative Costs, salaries and wages of employees, payments to employee retirement systems (to the extent paid from System Revenues), overhead, insurance, taxes (if any), fees of auditors, accountants, attorneys, or engineers, and insurance premiums, and including all other reasonable and necessary costs of the City or charges required to be paid by it to comply with the terms of the Series 2025 Bonds, this Indenture, or any Additional Obligations, including any amounts required to be deposited in the Rebate Fund pursuant to the Tax Certificate, but excluding in all cases (i) depreciation and replacement and obsolescence charges or reserves therefor, (ii) amortization of intangibles or other bookkeeping entries or noncash expenditures of a similar nature, (iii) costs of capital additions, replacements, betterments, 517
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11 extensions, or improvements to the Wastewater System, which under generally accepted accounting principles are chargeable to a capital account or to a reserve for depreciation, (iv) charges for the payment of principal and interest on any general obligation bond heretofore or hereafter issued for Wastewater System purposes, and (v) charges for the payment of any debt service on the Obligations or on any obligation subordinate to the Obligations. “Maximum Annual Debt Service” means, at any point in time, with respect to Obligations then outstanding, the maximum amount of Debt Service on the Obligations in the then current or any future Fiscal Year or other period, calculated by the City or by an Independent Certified Public Accountant and provided to the Trustee.
“Minimum Rating” means a long-term rating of A or better from S&P or Moody’s or a short-term rating which is in the highest general rating category of S&P and Moody’s, in any event determined without regard to any refinement or gradation of such rating by a numerical modifier, a plus or a minus sign, or otherwise.
“Moody’s” means Moody’s Investors Service, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors or assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the City. “Net Proceeds,” when used with reference to any insurance or condemnation award or sale of property, means the gross proceeds from the sale of property or insurance or condemnation award with respect to which that term is used remaining after payment of all expenses (including attorneys’ fees and any extraordinary expenses of the Trustee) incurred in the collection of such gross proceeds.
“Net System Revenues” means System Revenues less the Maintenance and Operation Costs of the Wastewater System.
“Nominee” means (a) initially, Cede & Co. as nominee of DTC, and (b) any other nominee of the Depository designated pursuant to Section 2.10(a) of the Indenture. “Obligations” means City Bonds and Contract Payments.
“Original Purchaser” means, in the case of the Series 2025 Bonds, collectively, _____________________________________., and their successors and assigns. “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 7.03) all Bonds theretofore executed, issued and delivered by the City under this Indenture except -
(a) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds paid or deemed to have been paid within the meaning of Section

9.03; and
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12 (c) Bonds in lieu of or in substitution for which other Bonds shall have been executed, issued and delivered by the City pursuant to this Indenture or any Contracts for Additional Obligations.
“Owner” or “Bond Owner” or “Bondowner”, when used with respect to any Bond, means the person in whose name the ownership of such Bond shall be registered on the Bond Registration Books.
“Participating Underwriter” has the meaning ascribed thereto in the Continuing Disclosure Certificate.
“Principal Corporate Trust Office” means the corporate trust office of the Trustee at the address set forth in Section 9.10, provided that for purposes of payment, cancellation, surrender, exchange and transfer of Bonds, such term means the corporate trust office of the Trustee in Los Angeles, California or such other or additional offices as may be designated by the Trustee from time to time.
“Qualified Reserve Account Credit Instrument” means (i) [the Reserve Policy] or (ii) an irrevocable standby or direct-pay letter of credit or Reserve Policy issued by a commercial bank or insurance company and deposited with the Trustee pursuant to Section 4.03(c), provided that all of the following requirements are met by the Successor Agency at the time of delivery thereof to the Trustee: (a) the long-term credit rating of such bank or insurance company is “A” (without regard to modifier) or higher; (b) such letter of credit or Reserve Policy has a term of at least twelve (12) months; (c) such letter of credit or Reserve Policy has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 4.03(c); (d) the Trustee is authorized pursuant to the terms of such letter of credit or Reserve Policy to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Interest Account and the Principal Account; and (e) prior written notice is given pursuant to the Indenture before the effective date of any such Qualified Reserve Account Credit Instrument.
“Record Date” means, with respect to the Series 2025 Bonds, the fifteenth (15th) calendar day of the month immediately preceding an Interest Payment Date or, with respect to any Additional Obligations, any other date established in the applicable Additional Obligations Instrument.
“Reserve Account” means the account by that name established and held by the Trustee pursuant to Section 4.03(c) hereof.
[“Reserve Policy” means the municipal bond debt service reserve insurance policy issued by the Insurer as Policy Number _______________ in the stated amount of $______________, deposited into the Reserve Account relating to the Series 2025 Bonds.] “Reserve Requirement” means, with respect to the Series 2025 Bonds, as of any date of calculation, the least of (i) ten percent (10%) of the original par amount of the Series 2025 Bonds, (ii) Maximum Annual Debt Service with respect to the Series 2025 Bonds, or (iii) 125% of average Annual Debt Service on the Series 2025 Bonds; provided, however, that the Reserve Requirement shall not exceed the Reserve Requirement calculated on the Closing Date; and provided, further 519
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13 that the City may meet all or a portion of the Reserve Requirement by depositing a Qualified Reserve Account Credit Instrument meeting the requirements of Section 4.03(c) hereof.] “S&P” means Standard & Poor’s Corporation, a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors or assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the City. “Series 2025 Bonds” means the City of Oxnard Wastewater Revenue Refunding Bonds, Series 2025, issued and at any time Outstanding hereunder. “Series 2025 Escrow Fund” means the fund by that name established pursuant to Section

3.03 hereof.
“State” means the State of California.
“Supplemental Indenture” means any supplement or amendment to this Indenture which complies with the provisions of Section 7.01 or 7.02.
“System Revenues” means, for any Fiscal Year or other period, all rates, fees, and charges received for, and all other income and receipts derived by the City from, the operation of the Wastewater System or arising from the Wastewater System, determined in accordance with generally accepted accounting principles, including all proceeds of insurance covering business interruption loss relating to the Wastewater System, investment earnings on such amounts, and all other money howsoever derived by the City from the operation of the Wastewater System or arising from the Wastewater System; provided, however, that System Revenues shall include fees and charges collected during such Fiscal Year or other period, but only to the extent that such fees and charges could be properly expended on a Wastewater System Project for which the proceeds were used or are available to be used.
“Tax Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Series 2025 Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Tax Code.
“Tax Regulations” means temporary and permanent regulations promulgated under the Tax Code.
“Trustee” means Computershare Corporate Trust, appointed by the City to act as trustee hereunder pursuant to Section 6.01, and its assigns or any other corporation or association which may at any time be substituted in its place, as provided in Section 6.01. “Wastewater Revenue Fund” means the fund by that name held by the City as set forth in Section 4.02.
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14 “Wastewater System” means the entire wastewater system of the City, including without limitation all improvements, works, or facilities owned, controlled, or operated by the City to provide wastewater service as such improvements, works, or facilities now exist, together with all additions to improvements of and extensions to said wastewater system later constructed or organized.
“2014 Bonds” means the $71,985,000 original principal amount City of Oxnard Financing Authority Wastewater Revenue Bonds, Series 2014.
“2014 Indenture” means the Indenture of Trust, dated as of November 1, 2014, among the 2014 Trustee, the City, and the Authority.
“2014 Installment Purchase Agreement” means the Installment Purchase Agreement, dated as of November 1, 2001, between the City and the Authority. “2014 Trustee” means Computershare Corporate Trust, as successor in interest to Wells Fargo Bank, National Association under the 2014 Indenture.

SECTION 1.02 Rules of Construction. All references in this Indenture to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons.

SECTION 1.03 Authorization and Purpose of Series 2025 Bonds. The City has reviewed all proceedings heretofore taken relative to the authorization of the Series 2025 Bonds and has found, as a result of such review, and hereby finds and determines that all things, conditions, and acts required by law to exist, happen and/or be performed precedent to and in the issuance of the Series 2025 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the City is now authorized, as an exercise of the municipal affairs power of the City as a municipal corporation under the constitution and laws of the State and pursuant to the Bond Law and each and every requirement of law, to issue the Series 2025 Bonds in the manner and form provided in this Indenture. Accordingly, the City hereby authorizes the issuance of the Series 2025 Bonds pursuant to the Bond Law and this Indenture for the purpose of providing funds to refund the 2014 Bonds and 2014 Installment Purchase Agreement, to fund a reserve account, and to pay Costs of Issuance of the Series 2025 Bonds.

SECTION 1.04 Equal Security. In consideration of the acceptance of the Series 2025 Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the City, the Trustee and the Owners from time to time of the Series 2025 Bonds; and the covenants and agreements herein set forth to be performed on behalf of the City shall be for the equal and proportionate benefit, security and protection of all Owners of the Series 2025 Bonds without preference, priority or distinction as to security or otherwise of any of the Series 2025 Bonds over 521
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15 any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.

ARTICLE II
ISSUANCE OF SERIES 2025 BONDS
SECTION 2.01 Terms of Series 2025 Bonds. The Series 2025 Bonds authorized to be issued by the City under and subject to the Bond Law and the terms of this Indenture shall be designated the “City of Oxnard Wastewater Revenue Refunding Bonds, Series 2025”, and shall be issued in the original principal amount of ___________________________________ Dollars ($_________).

The Series 2025 Bonds shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Series 2025 Bond shall have more than one maturity date. The Series 2025 Bonds shall mature on June 1 in each of the years and in the amounts, and shall bear interest at the rates, as follows:

Maturity Date
(June 1)
Principal
Amount
Interest
Rate
Interest on the Series 2025 Bonds shall be payable on each Interest Payment Date to the person whose name appears on the Bond Registration Books as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check or draft of the Trustee mailed by first class mail to the Owner or, at the option of any Owner of at least $1,000,000 aggregate principal amount of the Series 2025 Bonds with respect to which written instructions have been filed with the Trustee prior to the Record Date, by wire transfer, at the address of such Owner as it appears on the Bond Registration Books. In the event there exists a default in payment of interest due on such Interest Payment Date, such interest shall be payable on a payment date established by the Trustee to the persons in whose names the Series 2025 Bonds are registered at the close of business on a special record date for the payment of such defaulted 522
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16 interest established by notice mailed by the Trustee to the registered Owners of the Series 2025 Bonds not less than 15 days preceding such special record date. Principal of and premium (if any) on any Series 2025 Bond shall be paid upon presentation and surrender thereof at the Principal Corporate Trust Office of the Trustee. Both the principal of and interest and premium (if any) on the Series 2025 Bonds shall be payable in lawful money of the United States of America.

The Series 2025 Bonds shall be dated the Closing Date and bear interest based on a 360- day year comprised of twelve 30-day months from the Interest Payment Date next preceding the date of authentication thereof, unless said date of authentication is an Interest Payment Date, in which event such interest is payable from such date of authentication, and unless said date of authentication is prior to [November 15, 2025], in which event such interest is payable from the Closing Date; provided, however, that if, as of the date of authentication of any Series 2025 Bond, interest thereon is in default, such Series 2025 Bond shall bear interest from the date to which interest has previously been paid or made available for payment thereon in full.

SECTION 2.02 Terms of Redemption. The Series 2025 Bonds are not subject to redemption prior to maturity.

SECTION 2.03 Form of Series 2025 Bonds. The Series 2025 Bonds, the Trustee’s certificate of authentication, and the assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.

SECTION 2.04 Execution of Series 2025 Bonds. The Series 2025 Bonds shall be signed in the name and on behalf of the City with the manual or facsimile signatures of its Authorized Officer, and attested by the manual or facsimile signature of its Secretary under the seal of the City. Such seal may be in the form of a facsimile of the City’s seal and shall be imprinted or impressed upon the Series 2025 Bonds. The Series 2025 Bonds shall then be delivered to the Trustee for authentication by it. In case any officer who shall have signed any of the Series 2025 Bonds shall cease to be such officer before the Series 2025 Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the City, such Series 2025 Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the City as though the individual who signed the same had continued to be such officer of the City. Also, any Series 2025 Bond may be signed on behalf of the City by any individual who on the actual date of the execution of such Series 2025 Bond shall be the proper officer although on the nominal date of such Series 2025 Bond such individual shall not have been such officer.

Only such of the Series 2025 Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the Series 2025 Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

SECTION 2.05 Transfer of Series 2025 Bonds. Any Series 2025 Bond may, in accordance with its terms, be transferred upon the Bond Registration Books by the person in whose name it is 523
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17 registered, in person or by his duly authorized attorney, upon surrender of such Series 2025 Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Series 2025 Bond shall be surrendered for transfer, the City shall execute and the Trustee shall thereupon authenticate and deliver to the transferee a new Series 2025 Bond or Series 2025 Bonds of like tenor, maturity and aggregate principal amount. The City shall pay all costs of the Trustee incurred in connection with any such transfers, except that the Trustee may require the payment by the Bond Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer.

SECTION 2.06 Exchange of Series 2025 Bonds. Series 2025 Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee, for Series 2025 Bonds of the same tenor and maturity and of other authorized denominations. The City shall pay all costs of the Trustee incurred in connection with any such exchanges, except that the Trustee may require the payment by the Bond Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.

SECTION 2.07 Temporary Series 2025 Bonds. The Series 2025 Bonds may be issued initially in temporary form exchangeable for definitive Series 2025 Bonds when ready for delivery.

The temporary Series 2025 Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Series 2025 Bond shall be executed by the City and be registered and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Series 2025 Bonds. If the City issues temporary Series 2025 Bonds, it will execute and furnish definitive Series 2025 Bonds without delay, and thereupon the temporary Series 2025 Bonds may be surrendered, for cancellation, in exchange therefor at the Principal Corporate Trust Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Series 2025 Bonds an equal aggregate principal amount of definitive Series 2025 Bonds of authorized denominations. Until so exchanged, the temporary Series 2025 Bonds shall be entitled to the same benefits under this Indenture as definitive Series 2025 Bonds authenticated and delivered hereunder.

SECTION 2.08 Bond Registration Books. The Trustee will keep or cause to be kept at its trust office sufficient Bond Registration Books for the registration and transfer of the Series 2025 Bonds, which shall at all times during regular business hours, and upon reasonable notice, be open to inspection by the City; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Series 2025 Bonds as hereinbefore provided.

SECTION 2.09 Series 2025 Bonds Mutilated, Lost, Destroyed or Stolen. If any Series 2025 Bond shall become mutilated, the City, at the expense of the Owner of said Series 2025 Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Series 2025 Bond of like maturity and principal amount in exchange and substitution for the Series 2025 Bond so mutilated, but only upon surrender to the Trustee of the Series 2025 Bond so mutilated. Every mutilated Series 2025 Bond so surrendered to the Trustee shall be cancelled by it and delivered to, or upon the order of, the City. If any Series 2025 Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, the City, at the expense 524
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18 of the Bond Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Series 2025 Bond of like maturity and principal amount in lieu of and in substitution for the Series 2025 Bond so lost, destroyed or stolen. The City may require payment of a reasonable fee for each new Series 2025 Bond issued under this Section and of the expenses which may be incurred by the City and the Trustee. Any Series 2025 Bond issued under the provisions of this Section in lieu of any Series 2025 Bond alleged to be lost, destroyed or stolen shall constitute an original contractual obligation on the part of the City whether or not the Series 2025 Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Series 2025 Bonds secured by this Indenture.

SECTION 2.10 Book Entry System.
(a) Original Delivery. The Series 2025 Bonds shall be initially delivered in the form of a separate single fully registered Series 2025 Bond (which may be typewritten) for each maturity of the Series 2025 Bonds. Upon initial delivery, the ownership of each such Series 2025 Bond shall be registered on the Bond Registration Books maintained by the Trustee pursuant to Section

2.08 hereof in the name of the Nominee.

Except as provided in subsection (c), the ownership of all of the Outstanding Series 2025 Bonds shall be registered in the name of the Nominee on such Bond Registration Books.

With respect to Series 2025 Bonds the ownership of which shall be registered in the name of the Nominee, the City and the Trustee shall have no responsibility or obligation to any Depository System Participant or to any person on behalf of which the City holds an interest in the Series 2025 Bonds. Without limiting the generality of the immediately preceding sentence, the City and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Series 2025 Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any notice with respect to the Series 2025 Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Series 2025 Bonds to be redeemed in the event the City elects to redeem the Series 2025 Bonds in part, (iv) the payment to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest represented by the Series 2025 Bonds or (v) any consent given or other action taken by the Depository as Bond Owner. The City and the Trustee may treat and consider the person in whose name each Series 2025 Bond is registered as the absolute owner of such Series 2025 Bond for the purpose of payment of principal, premium, if any, and interest represented by such Series 2025 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2025 Bond, for the purpose of registering transfers of ownership of such Series 2025 Bond, and for all other purposes whatsoever. The Trustee shall pay the principal, interest and premium, if any, represented by the Series 2025 Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal, interest and premium, if any, represented by the Series 2025 Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner shall receive a Series 2025 Bond evidencing the obligation of the City 525
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19 to make payments of principal, interest and premium, if any, pursuant to this Trust Indenture. Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new Nominee in its place, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the City shall promptly deliver a copy of the same to the Trustee.
(b) Representation Letter. In order to qualify the Series 2025 Bonds for the Depository’s book-entry system, the City shall execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Series 2025 Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the City or the Trustee any obligation whatsoever with respect to persons having interests in the Series 2025 Bonds other than the Bond Owners. Upon the written acceptance by the Trustee, the Trustee shall agree to take all action reasonably necessary for all representations of the Trustee in such letter with respect to the Trustee to at all times be complied with. In addition to the execution and delivery of such letter, the City may take any other actions, not inconsistent with this Indenture, to qualify the Series 2025 Bonds for the Depository’s bookentry program. (c) Transfers Outside Book-Entry System. In the event that either (i) the Depository determines not to continue to act as Depository for the Series 2025 Bonds, or (ii) the City determines to terminate the Depository as such, then the City shall thereupon discontinue the bookentry system with such Depository. In such event, the Depository shall cooperate with the City and the Trustee in the execution of replacement Series 2025 Bonds by providing the Trustee with a list showing the interests of the Depository System Participants in the Series 2025 Bonds, and by surrendering the Series 2025 Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Series 2025 Bonds are to be issued. The Depository, by accepting delivery of the Series 2025 Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the City fails to identify another Securities Depository to replace the Depository, then the Series 2025 Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Series 2025 Bonds shall designate, in accordance with the provisions hereof.

In the event the City determines that it is in the best interests of the beneficial owners of the Series 2025 Bonds that they be able to obtain certificated Series 2025 Bonds, the City may notify the Depository System Participants of the availability of such certificated Series 2025 Bonds through the Depository. In such event, the Trustee will execute, transfer and exchange Series 2025 Bonds as required by the Depository and others in appropriate amounts; and whenever the Depository requests, the Trustee and the City shall cooperate with the Depository in taking appropriate action (y) to make available one or more separate certificates evidencing the Series 2025 Bonds to any Depository System Participant having Series 2025 Bonds credited to its account with the Depository, or (z) to arrange for another Securities Depository to maintain custody of a single certificate evidencing such Series 2025 Bonds, all at the City’s expense. (d) Payments to the Nominee. Notwithstanding any other provision of this Trust Indenture to the contrary, so long as any Series 2025 Bond is registered in the name of the Nominee, all payments with respect to principal, interest and premium, if any, represented by such 526
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20 Series 2025 Bond and all notices with respect to such Series 2025 Bond shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository.

ARTICLE III
ISSUE OF SERIES 2025 BONDS; ADDITIONAL OBLIGATIONS
SECTION 3.01 Issuance of Series 2025 Bonds. Upon the execution and delivery of this Indenture, the City shall execute and deliver Series 2025 Bonds in the aggregate principal amount of __________________ Dollars ($_____________) to the Trustee for authentication and delivery to the Original Purchaser thereof upon the Request of the City.

SECTION 3.02 Application of Proceeds of Sale of Series 2025 Bonds; Transfers from the 2014 Indenture. Upon the receipt of payment for the Series 2025 Bonds on the Closing Date in the amount of $_________ (being an amount equal to the principal amount of the Series 2025 Bonds ($__________), [less the amount delivered to the Insurer for the Insurance Policy and the Reserve Policy ($_______)] plus an original issue premium of $______________, less: (i) underwriter’s discount ($______________); and the Trustee shall apply the proceeds of sale thereof as follows:
(a) The Trustee transfer to the Escrow Bank, for deposit to the Escrow Fund, the amount of $______________; and
(b) The Trustee shall deposit in the Cost of Issuance Fund an amount equal to $___________; and
(c) [The Reserve Policy is delivered to the Trustee for deposit in the Reserve Account.]
SECTION 3.03 Escrow Fund. There is hereby created as a fund to be known as the “City of Oxnard Wastewater Revenue Refunding Bonds, Series 2025 Escrow Fund” (the “Series 2025 Escrow Fund”). In accordance with Section 3.02(a) hereof, the Trustee shall transfer all monies in the Series 2025 Escrow Fund to the Escrow Bank and shall close the Series 2025 Escrow Fund.

SECTION 3.04 Cost of Issuance Fund. There is hereby created a fund to be known as the “City of Oxnard Water Revenue Refunding Bonds, Series 2025 Cost of Issuance Fund” (the “Cost of Issuance Fund”), which the City hereby covenants and agrees to cause to be maintained and which shall be held in trust by the Trustee. The moneys in the Cost of Issuance Fund shall be used in the manner provided by law solely for the purpose of the payment of Costs of Issuance upon receipt by the Trustee of Requests of the City therefor, on or after the Closing Date. Each such request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. Any funds remaining in the Cost of Issuance Fund on the earlier of (1) the date an Authorized Officer notifies the Trustee that all third party Costs of Issuance have been paid, or (2) on the date of ___________________, shall be transferred by the Trustee to the City.

SECTION 3.05 Issuance of Additional Obligations. In addition to the Series 2025 Bonds, the City may, by Additional Obligations Instrument, issue or incur other loans, advances or 527
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21 indebtedness payable from Net System Revenues to be derived from the Wastewater System, to provide financing for the Wastewater System, in such principal amount as shall be determined by the City. The City may issue or incur any such Additional Obligations subject to the following specific conditions, which are hereby made conditions precedent to the issuance and delivery of such Additional Obligations:
(a) there shall not have occurred and be continuing an Event of Default under the terms of this Indenture; and
(b) the City obtains or provides a certificate or certificates prepared by a Consultant showing that the City obtains or provides a certificate or certificates prepared by a Consultant showing that the estimated Net System Revenues for the twelve (12) calendar months following the date of incurring such Additional obligations will be at least equal to one hundred twenty percent (120%) of Debt Service on all Obligations to be outstanding immediately after the incurring of such Additional Obligations. (c) For purposes of the computations to be made as described in clause (ii) above, the determination of the Net System Revenues:
(i) may take into account any increases in rates and charges that relate to the Wastewater System and shall take into account any reduction in such rates and charges that will be effective prior to or at the time of incurring such proposed Additional Obligations;
(ii) may take into account an allowance for any estimated increase in such Net System Revenues from any revenue producing additions to or improvements or extensions of the Wastewater System to be made with the proceeds of such Additional Obligations or with the proceeds of Obligations previously issued, as shown by a certificate of a Consultant; and (iii) Maintenance and Operation Costs of the Wastewater System shall be deemed to be the same as for the prior twelve-month period, but adjusted, if deemed necessary by the Consultant, for any increased Maintenance and Operation Costs of the Wastewater System which are, in the judgment of the Consultant, essential to maintaining and operating the Wastewater System, including any additions or betterments thereto to be made with the proceeds of such Additional Obligations.

The certificate or certificates described above shall not be required if the Additional Obligations being incurred are for the purpose of refunding then outstanding Obligations and at the time of the incurring of such Additional Obligations a certificate of an Authorized Officer shall be delivered showing that Maximum Annual Debt Service on all outstanding Obligations after the incurring of such Additional Obligations will not exceed Maximum Annual Debt Service on all Obligations outstanding prior to the incurring of such Additional Obligations.

SECTION 3.06 Validity of Series 2025 Bonds. The validity of the authorization and issuance of the Series 2025 Bonds shall not be affected in any way by any proceedings taken by 528
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22 the City in connection with the Wastewater System, and the recital contained in the Series 2025 Bonds that the same are issued pursuant to the Bond Law shall be conclusive evidence of their validity and of the regularity of their issuance.

ARTICLE IV
PLEDGE OF NET SYSTEM REVENUES; FUNDS AND ACCOUNTS
SECTION 4.01 Pledge of Net System Revenues, Wastewater Revenue Fund. (a) The Series 2025 Bonds and Obligations of the Wastewater System shall be secured by a first pledge of all Net System Revenues. In addition, the City hereby transfers, places a charge upon, assigns and sets over to the Trustee, for the benefit of the Owners, that portion of the Net System Revenues which is necessary to pay the principal of and interest on the Series 2025 Bonds in any Fiscal Year, together with all moneys on deposit in the Debt Service Fund, including the Interest Account, the Principal Account, and the Reserve Account established therein, and such portion of the Net System Revenues is hereby irrevocably pledged to the punctual payment of the principal of and interest on the Series 2025 Bonds. The Bonds and any Obligations of the Wastewater System shall be equally secured by a pledge charge and lien upon the Net System Revenues, without priority for number or date. The Net System Revenues shall not be used for any other purpose while any of the Series 2025 Bonds or Obligations of the Wastewater System remain Outstanding, except that out of Net System Revenues there may be apportioned and paid such sums for such purposes, as are expressly permitted by this Article. Said pledge shall constitute a first, direct and exclusive charge and lien on the Net System Revenues for the payment of the principal of and interest on the Series 2025 Bonds in accordance with the terms thereof and on the Debt Service Fund, and the Interest Account and, Principal Account established therein. (b) The Net System Revenues constitute a trust fund for the security and payment of the principal of and interest on the Series 2025 Bonds. The general fund of the City is not liable and the credit of the City is not pledged for the payment of the principal of and interest on the Series 2025 Bonds. The Owner of the Series 2025 Bonds shall not compel the exercise of the taxing power by the City or the forfeiture of its property. The principal of and interest on the Series 2025 Bonds are not a debt of the City, nor a legal or equitable pledge, charge, lien or encumbrance, upon any of its property, or upon any of its income, receipts, or revenues except the Net System Revenues of the Wastewater System.

SECTION 4.02 Receipt and Deposit of Revenues. The City has heretofore established the Wastewater Revenue Fund, which the City agrees to continue to hold and maintain for the purposes and uses set forth herein. The City covenants and agrees that all System Revenues, when and as received, will be received and held by the City in trust hereunder and will be deposited by the City in the Wastewater Revenue Fund and will be accounted for through and held in trust in the Wastewater Revenue Fund, and the City shall only have such beneficial right or interest in any of such money as in this Indenture provided. All such System Revenues shall be transferred, disbursed, allocated and applied solely to the uses and purposes hereinafter in this Article set forth, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the City.
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23 SECTION 4.03 Establishment of Funds and Accounts and Allocation of Revenues Thereto.

The Debt Service Fund, as a special fund, is hereby created. The Debt Service Fund shall be held and maintained by the Trustee. All System Revenues shall be held in trust by the City in the Wastewater Revenue Fund and shall be applied, transferred, used and withdrawn only for the purposes hereinafter authorized in this Article.
(1) Operating Costs. The City shall first pay from the moneys in the Wastewater Revenue Fund the budgeted Maintenance and Operation Costs of the Wastewater System as such Costs become due and payable.
(2) Debt Service Payments. At least 5 days prior to each Interest Payment Date, the City shall transfer Net System Revenues to the Trustee for the purpose of paying the Series 2025 Bonds. Not later than the first Business Day preceding each date on which principal of or interest on the Series 2025 Bonds becomes due and payable, the Trustee shall transfer from the Debt Service Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain within the Debt Service Fund), the following amounts in the following order of priority, the requirements of each such account at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:
(a) Interest Account. The Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to be at least equal to the amount of interest becoming due and payable on such Interest Payment Date on all Series 2025 Bonds then Outstanding. (b) Principal Account. The Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the Series 2025 Bonds coming due and payable on such Interest Payment Date.
(c) [Reserve Account. In the event that the amount on deposit in the Reserve Account at any time becomes less than the Reserve Requirement, the Trustee shall promptly notify the City of such fact. Promptly upon receipt of any such notice, the City shall transfer to the Trustee an amount sufficient to maintain the Reserve Requirement of the Reserve Account. If there shall then not be sufficient Net System Revenues on deposit in the Wastewater Revenue Fund to transfer an amount sufficient to maintain the Reserve Requirement of the Reserve Account, the City shall be obligated to continue making transfers as Net System Revenues become available in the Wastewater Revenue Fund until there is an amount sufficient to maintain the Reserve Requirement of the Reserve Account.

No such transfer and deposit need be made to the Reserve Account so long as there shall be on deposit therein a sum at least equal to the Reserve Requirement. All money in the Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account and, the Principal Account in such order of priority, in the event of any deficiency at any time in any of such accounts or for the retirement of Series 2025 Bonds then Outstanding, except that so long as the City is not in default hereunder, any amount in the Reserve 530
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24 Account in excess of the Reserve Requirement shall be withdrawn from the Reserve Account semiannually on or before four (4) Business Days preceding each June 1 and December 1 by the Trustee and deposited in the Interest Account. All amounts in the Reserve Account on the Business Day preceding the final Interest Payment Date shall be withdrawn from the Reserve Account and shall be transferred either (i) to the Interest Account and, the Principal Account, in such order, to the extent required to make the deposits then required to be made pursuant to this Section 4.03 or, (ii) if the City shall have caused to be transferred to the Trustee an amount sufficient to make the deposits required by this Section 4.03, then, at the Request of the City, such amount shall be transferred as directed by the City.

The Reserve Requirement with respect to the Series 2025 Bonds shall be satisfied by the delivery of the Reserve Policy to the Trustee. The Trustee shall credit the Reserve Policy to the Reserve Account. Under the terms and conditions of the Reserve Policy, the Trustee shall deliver to the Insurer a demand for payment under the Reserve Policy in the required form at least five Business Days before the date on which funds are required for the purposes set forth in Section 4.03(c).

The Trustee shall comply with all of the terms and provisions of the Reserve Policy for the purpose of assuring that funds are available thereunder when required for the purposes of the Reserve Account, within the limits of the coverage amount provided by the Reserve Policy. All amounts drawn by the Trustee under the Reserve Policy will be deposited into the Reserve Account and applied for the purposes thereof. The City shall reimburse the Insurer for all draws under Reserve Policy in accordance with the terms of the Reserve Policy and Section 4.07 hereof.] (e) Equal Rights. It is the intention of the City that the Series 2025 Bonds and Obligations of the Wastewater System shall be secured by and payable from all moneys deposited in the Wastewater Revenue Fund on an equal basis. To the extent that moneys deposited in the Wastewater Revenue Fund are insufficient to pay debt service on the Series 2025 Bonds and Obligations of the Wastewater System as it becomes due, the Series 2025 Bonds and Obligations of the Wastewater System shall be payable on a pro-rata basis from all available moneys deposited in the Wastewater Revenue Fund. Additionally, any moneys which remain in the Debt Service Fund after payment of principal of and interest on the Series 2025 Bonds shall be used to pay the Insurer for any other unpaid advances under the Reserve Policy.
(3) Surplus. As long as all of the foregoing payments, allocations and transfers are made at the times and in the manner set forth above in subsections (1) and (2), any moneys remaining in the Wastewater Revenue Fund may at any time be treated as surplus and applied for any lawful purpose.

SECTION 4.04 Application of Debt Service Fund. Moneys in the Debt Service Fund shall be applied as follows:
(a) Application of Interest Account. All amounts in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Series 531
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25 2025 Bonds as it shall become due and payable (including accrued interest on any Series 2025 Bonds and Obligations of the Wastewater System purchased or redeemed prior to maturity pursuant to this Indenture).
(b) Application of Principal Account. All amounts in the Principal Account shall be used and withdrawn by the Trustee solely to pay the principal amount of the Series 2025 Bonds at their respective maturity dates.
(c) Application of the Reserve Account. All moneys in the Reserve Account shall be applied as set forth in Section 4.03(c) hereof.

SECTION 4.05 Investments. All moneys in the Wastewater Revenue Fund may be invested by the City from time to time in any investments authorized by law, consistent with the City’s investment policy. All moneys in the Debt Service Fund, and the accounts established therein, and Cost of Issuance Fund shall be invested by the Trustee solely in Authorized Investments, as directed pursuant to a Request of the City. In the absence of any such Request of the City, the Trustee may (but shall not be required to) invest any such moneys in money market funds described in paragraph (f) of the definition of Authorized Investments; provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a Request of the City specifying a specific money market fund and, if no such Request of the City is so received, the Trustee shall hold such moneys uninvested. The Trustee shall be entitled to rely upon any investment Request of the City as conclusive certification to the Trustee that the investments described therein are so authorized under the laws of the State of California. Obligations purchased as an investment of moneys in any Fund or Account shall be deemed to be part of such Fund or Account, and all interest or gain derived from the investment of amounts in any of the Funds or Accounts established hereunder shall be deposited in the Fund or Account from which such investment was made; and shall be accounted for and applied as provided in Section 4.04(c) with respect to the Debt Service Fund; [provided, however, that all interest or gain from the investment of amounts in the Reserve Account shall be deposited by the Trustee in the Interest Account to the extent not required to cause the balance in the Reserve Account to equal the Reserve Requirement. No Permitted Investment of moneys in the Reserve Account shall have a maturity in excess of five (5) years following the date of its acquisition, except that such restriction shall not apply to any investment agreement approved by the Insurer]. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder with the written approval of the City. The Trustee or an affiliate may act as principal or agent in the acquisition or disposition of any investment, and shall be entitled to its customary fees therefor. The Trustee shall incur no liability for losses arising from any investments made pursuant to this Section.

The Trustee shall furnish the City periodic cash transaction statements which include detail for all investment transactions effected by the Trustee or brokers selected by the City. Upon the City’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provide only upon request. The City waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The City further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. 532
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26 SECTION 4.06 Valuation; Investments.
(a) Method of Valuation and Frequency of Valuation. In computing the amount in any Fund or Account, Authorized Investments shall be valued at Fair Market Value. With respect to all Funds and Accounts, valuation shall occur annually. (b) Investments Subject to Yield Restriction. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Tax Code and investments in the Reserve Account shall be valued at cost thereof, (consisting of present value thereof, as determined by the City, within the meaning of Section 148 of the Tax Code); provided that the City shall inform the Trustee which funds are subject to a yield restriction. (c) Additional Limitations. Except as provided in the proceeding subsection (b), with respect to a yield restriction, for the purpose of determining the amount in any fund, the value of Authorized Investments credited to such fund shall be valued by the Trustee at least annually at the market value thereof. For purposes of valuation, the Trustee shall be entitled to utilize any pricing services it considers reliable. The Trustee may sell in any commercially reasonable manner, or present for redemption, any Authorized Investment so purchased by the Trustee whenever it shall be necessary in order to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Authorized Investment is credited, and the Trustee shall not be liable or responsible for any loss resulting from sale or redemption of any such Authorized Investment.

SECTION 4.07 Municipal Bond Insurance.[to come]
SECTION 4.08 [Reserve Policy Provisions.]

ARTICLE V
COVENANTS OF THE CITY; SPECIAL TAX COVENANTS
SECTION 5.01 Punctual Payment; Compliance With Documents. The City shall punctually pay or cause to be paid the interest and principal to become due with respect to all of the Series 2025 Bonds in strict conformity with the terms of the Series 2025 Bonds and of this Indenture, and will faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Contracts for Additional Obligations.

SECTION 5.02 Against Encumbrances. The City will not mortgage or otherwise encumber, pledge or place any charge upon the Wastewater System or any part thereof, or upon any of the Net System Revenues, except as provided in the Indenture.

SECTION 5.03 Discharge of Claims. The City covenants that in order to fully preserve and protect the priority and security of the Series 2025 Bonds the City shall pay from the Net System Revenues and discharge all lawful claims for labor, materials and supplies furnished for or in connection with the Wastewater System which, if unpaid, may become a lien or charge upon the Net System Revenues prior or superior to the lien of the Series 2025 Bonds and impair the security of the Series 2025 Bonds. The City shall also pay from the Net System Revenues all taxes and 533
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27 assessments or other governmental charges lawfully levied or assessed upon or in respect of the Wastewater System or upon any part thereof or upon any of the Net System Revenues therefrom.

SECTION 5.04 Acquisition, Construction or Financing of Improvements to the Wastewater System. The City will acquire, construct, or finance Improvements to the Wastewater System to be financed with the proceeds of any Additional Obligations with all practicable dispatch, and such Improvements will be made in an expeditious manner and in conformity with laws so as to complete the same as soon as possible.

SECTION 5.05 Maintenance and Operation of Wastewater System in Efficient and Economical Manner. The City covenants and agrees to maintain and operate the Wastewater System in an efficient and economical manner and to operate, maintain and preserve the Wastewater System in good repair and working order.

SECTION 5.06 Against Sale, Eminent Domain.
(a) The City will not sell, lease or otherwise dispose of the Wastewater System or any part thereof essential to the proper operation of the Wastewater System or to the maintenance of the Net System Revenues except as herein expressly permitted and with the consent of the Insurer.

The City will not enter into any lease or agreement which impairs the operation of the Wastewater System or any part thereof necessary to secure adequate Net System Revenues for the payment of the interest on and principal of the Series 2025 Bonds, or which would otherwise impair the rights of the Bond Owners with respect to the Net System Revenues or the operation of the Wastewater System. Any real or personal property which has become non-operative or which is not needed for the efficient and proper operation of the Wastewater System, or any material or equipment which has worn out, may be sold at not less than the market value thereof without the consent of the Bond Owners if such sale will not reduce Net System Revenues and if all of the Net Proceeds of such sale are deposited in the Wastewater Revenue Fund.
(b) If all or any part of the Wastewater System shall be taken by eminent domain proceedings, the Net Proceeds realized by the City therefrom shall be deposited by the City with the Trustee in a special fund in trust and applied by the City to the cost of acquiring or constructing or financing Improvements to the Wastewater System if (A) the City first secures and files with the Trustee a Certificate of the City showing (i) the estimated loss in annual Net System Revenues, if any, suffered, or to be suffered, by the City by reason of such eminent domain proceedings, (ii) a general description of the Improvements to the Wastewater System then proposed to be acquired or constructed by the City from such Net Proceeds, and (iii) an estimate of the additional Net System Revenues to be derived from such Improvements; and (B) the City, by a certificate to the Trustee, determines that such additional Net System Revenues will sufficiently offset the loss of Net System Revenues, resulting from such eminent domain proceedings so that the ability of the City to meet its obligations hereunder will not be substantially impaired, which determination by the City shall be final and conclusive. If the foregoing conditions are met, the City shall then promptly proceed with the acquisition or construction or financing of such Improvements substantially in accordance with such Certificate of the City and payments therefor shall be made by the Trustee from such Net Proceeds and from other moneys of the City lawfully available therefor, and any balance of such Net Proceeds not required by the City for the purposes aforesaid shall be deposited in the Wastewater Revenue Fund. If the foregoing conditions are not met, then 534
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28 such Net Proceeds shall be held in trust by the Trustee and applied to the payment of the Series 2025 Bonds and Outstanding Obligations on a pro rata basis, as the same become due by their terms, and, pending such application, such remaining moneys may be invested by the Trustee in the manner provided in Section 4.06.

SECTION 5.07 Insurance. The City covenants that it shall at all times maintain such insurance on the Wastewater System as is customarily maintained with respect to works and properties of like character against accident to, loss of or damage to such works or properties. If any useful part of the Wastewater System shall be damaged or destroyed, such part shall be restored to use. The Net Proceeds of insurance against accident to or destruction of the physical Wastewater System shall be used for repairing or rebuilding the damaged or destroyed portions of the Wastewater System (to the extent that such repair or rebuilding is determined by the City to be useful or of continuing value to the Wastewater System), and to the extent not so applied, shall be held by the Trustee and applied to the payment of the Series 2025 Bonds and Outstanding Obligations on a pro rata basis, as the same became due by their terms and pending such application, such remaining moneys may be invested by the Trustee in the manner provided in Section 4.06.

Any such insurance shall be in the form of policies or contracts for insurance with insurers of good standing and shall be payable to the City, or may be in the form of self-insurance by the City. The City shall establish such fund or funds or reserves as it determines, in its sole judgment, are necessary to provide for its share of any such self-insurance. The Trustee shall not be responsible for the sufficiency of such insurance.

SECTION 5.08 Records and Accounts. The City covenants that it shall keep proper books of record and accounts of the Wastewater System, separate from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the Wastewater System. Said books shall, upon reasonable request, be subject to the inspection of the Owners of not less than ten percent (10%) of the Outstanding Series 2025 Bonds or their representatives authorized in writing.

The City covenants that it will cause the books and accounts of the Wastewater System to be audited annually by an Independent Certified Public Accountant and will make available for inspection by the Bond Owners at the office of the Trustee, upon reasonable request, a copy of the report of such Independent Certified Public Accountant.

The City covenants that it will cause to be prepared annually, not more than two hundred seventy (270) days after the close of each Fiscal Year, as a part of its regular annual financial report, a summary statement showing the amount of System Revenues and the amount of all other funds collected which are required to be pledged or otherwise made available as security for payment of principal of and interest on the Series 2025 Bonds, the disbursements from the System Revenues and other funds in reasonable detail. The City shall furnish a copy of the statement to the Trustee, and upon written request, to any Bond Owner. The Trustee shall not be responsible for reviewing the audited financial statements and annual financial report. 535
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29 [The City will permit the Insurer to discuss the affairs, finances and accounts of the City or any information the Insurer may reasonably request regarding the security for the Series 2025 Bonds with appropriate officials of the City.]
SECTION 5.09 Protection of Security and Rights of Owners. The City will preserve and protect the security of the Series 2025 Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any Additional Obligations by the City, such Additional Obligations shall be incontestable by the City.

SECTION 5.10 Against Competitive Facilities. The City will not acquire, construct, operate or maintain a Wastewater System or utility within the service area of the City that would be competitive with the Wastewater System.

SECTION 5.11 Payment of Taxes, Etc. The City will pay and discharge all taxes, assessments and other governmental charges which may hereafter be lawfully imposed upon the Wastewater System or any part thereof or upon any Revenues when the same shall become due.

The City will duly observe and conform with all valid requirements of any governmental authority relative to the Wastewater System or any part thereof, and will comply with all requirements with respect to any state or federal grants received to assist in paying for the costs of the acquisition, construction or financing of any Improvements to the Wastewater System.

SECTION 5.12 Amount of Rates and Charges, Operating Reserves. The City shall fix, prescribe, and collect fees, rates, and charges for the Wastewater System which will be at least sufficient to yield during each Fiscal Year Net System Revenues equal to the sum of one hundred twenty percent (120%) of the Debt Service for such Fiscal Year and the amounts, if any, then due and owing to the Insurer under the Reserve Policy, if applicable. The City may make adjustments from time to time in such rates and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates and charges then in effect unless the Net System Revenues from such reduced rates and charges will at all times be sufficient to meet the requirements of this Section.

SECTION 5.13 No Priority for Additional Obligations. The City covenants that no additional bonds or other obligations shall be issued or incurred having any priority in payment of principal or interest out of the Net System Revenues over the Series 2025 Bonds.

SECTION 5.14 No Arbitrage. The City shall not take, nor permit nor suffer to be taken any action with respect to the proceeds of any of the Series 2025 Bonds which would cause any of the Series 2025 Bonds to be “arbitrage bonds” within the meaning of the Tax Code.

SECTION 5.15 Information Report. The City is hereby directed to assure the filing of an information report for the Series 2025 Bonds in compliance with Section 149 (e) of the Tax Code.

SECTION 5.16 Private Activity Bond Limitation. The City shall assure that the proceeds of the Series 2025 Bonds are not so used as to cause the Series 2025 Bonds to satisfy the private business tests of section 141(b) of the Tax Code or the private loan financing test of section 141(c) of the Tax Code.
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30 SECTION 5.17 Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Series 2025 Bonds to be “federally guaranteed” within the meaning of section 149(b) of the Tax Code.

SECTION 5.18 Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Series 2025 Bonds the rights and benefits provided in this Indenture.

SECTION 5.19 Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

Notwithstanding any other provision of this Indenture, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee, at the written request of any Participating Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Series 2025 Bonds, shall, but only to the extent indemnified to its satisfaction from any liability or expense, including, without limitation fees and expenses of its attorneys, or any holder or beneficial owner of the Series 2025 Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

SECTION 5.20 Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Series 2025 Bonds.

SECTION 5.21 Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Series 2025 Bonds from the gross income of the Bond Owners to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the date of issuance of the Series 2025 Bonds.

ARTICLE VI

THE TRUSTEE
SECTION 6.01 Appointment of Trustee. Computershare Corporate Trust, with an office in Los Angeles, California, a banking association organized and existing under and by virtue of the laws of the United States of America, is hereby appointed Trustee by the City for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture. The City agrees that it will maintain a Trustee having a corporate trust office in San Francisco or Los Angeles, California, with a combined capital and surplus of at least Seventy-Five Million Dollars ($75,000,000), and subject to supervision or examination by federal or State authority, so long as any Series 2025 Bonds are Outstanding. If such bank or trust company publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this Section 5.01 the combined capital and surplus of such bank, banking association, or trust 537
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31 company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Trustee is hereby authorized to pay the Series 2025 Bonds when duly presented for payment at maturity or purchase prior to maturity, and to cancel all Series 2025 Bonds upon payment thereof. The Trustee shall keep accurate records of all funds administered by it and of all Series 2025 Bonds paid and discharged.

SECTION 6.02 Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Trustee, prior to the occurrence of an Event of Default and after curing all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default hereunder has occurred (which has not been cured or waived) the Trustee may exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent and reasonable man would exercise or use under the circumstances in the conduct of his own affairs. (b) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to rely conclusively on advice of counsel of its choice concerning all matters of trust and its duty hereunder and the Trustee shall not be answerable for any willful misconduct or negligence on the part of any such attorneys, agents or receivers selected by it with reasonable care.
(c) The Trustee shall not be responsible for any recital herein, or in the Series 2025 Bonds, or for the validity of this Indenture or any of the supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Series 2025 Bonds issued hereunder or intended to be secured hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, conditions or agreements on the part of the City hereunder. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Section 4.06.
(d) The Trustee shall not be accountable for the use of any proceeds of sale of the Series 2025 Bonds delivered hereunder. The Trustee may become the Owner of Series 2025 Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the City with the same rights it would have if it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Series 2025 Bonds, whether or not such committee shall represent the Owners of the majority in principal amount of the Series 2025 Bonds then Outstanding.
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32 (e) In the absence of bad faith on its part, the Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Series 2025 Bond, shall be conclusive and binding upon all future Owners of the same Series 2025 Bond and upon Series 2025 Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Series 2025 Bond or to take any action at his request unless the ownership of such Series 2025 Bond by such person shall be reflected on the Bond Registration Books.
(f) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a Certificate of the City as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default hereunder of which the Trustee has been given notice or is deemed to have notice, as provided in Section 6.02(h) hereof, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a Certificate of the City to the effect that an authorization in the form therein set forth has been adopted by the City, as conclusive evidence that such authorization has been duly adopted and is in full force and effect.
(g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful default. The immunities and exceptions from liability of the Trustee shall extend to its officers, as finally adjudicated by a court of law, directors, employees and agents.
(h) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except failure by the City to make any of the payments to the Trustee required to be made by the City pursuant hereto or failure by the City to file with the Trustee any document required by this Indenture to be so filed subsequent to the issuance of the Series 2025 Bonds, unless the Trustee shall be specifically notified in writing of such default by the City or by the Owners of at least twenty-five percent (25%) in aggregate principal amount of the Series 2025 Bonds then Outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the Principal Corporate Trust Office, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default hereunder except as aforesaid.
(i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Wastewater System, including all books, papers and records of the City pertaining to the Wastewater System and the Series 2025 Bonds, and to take such 539
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33 memoranda from and with regard thereto as may be desired but which is not privileged by statute or by law.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture with respect to the execution of any Series 2025 Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, as may be deemed desirable for the purpose of establishing the right of the City to the execution of any Series 2025 Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee. (l) Before taking the action referred to in Section 8.03 and this Article the Trustee may require that an indemnity bond satisfactory in terms and amount be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is finally adjudicated by a count of law to have resulted from its negligence or willful default in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee shall not be under any liability for interest on any moneys received hereunder except such as it may agree to in writing.
(n) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the City whenever a person is to be added or deleted from the listing. If the City elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.

The City understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the City. The Trustee shall not be liable for any losses, 540
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34 costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
(o) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.
(p) The Trustee does not have a duty to review any financial statements or reports of the City, is not considered to have notice of the content of any such statements or reports and does not have a duty to verify the accuracy of such financial statements or reports.
(q) The Trustee may consult with counsel, who may be bond counsel or other counsel of or to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. (r) The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Series 2025 Bonds. (s) Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate of the City, and such certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem.

SECTION 6.03 Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for reasonable fees for its services rendered hereunder and all 541
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35 advances, counsel fees (including expenses) and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services. Upon the occurrence of an Event of Default hereunder, but only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment of any Series 2025 Bond upon the amounts held hereunder for the foregoing fees, charges and expenses incurred by it respectively.

SECTION 6.04 Notice to Bond Owners of Default. If an Event of Default hereunder occurs with respect to any Series 2025 Bonds, of which the Trustee has been given or is deemed to have notice, as provided in Section 6.02(h) hereof, then the Trustee shall promptly give written notice thereof by first-class mail to the Owner of each such Series 2025 Bond, unless such Event of Default shall have been cured before the giving of such notice; provided, however, that unless such Event of Default consists of the failure by the City to make any payment when due, the Trustee may elect not to give such notice if and so long as the Trustee in good faith determines that it is in the best interests of the Bond Owners not to give such notice.

SECTION 6.05 Intervention by Trustee. In any judicial proceeding to which the City is a party which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners of any of the Series 2025 Bonds, the Trustee may intervene on behalf of such Bond Owners, and subject to Section 6.02 hereof, shall do so if requested in writing by the Owners of at least twenty-five percent (25%) in aggregate principal amount of such Series 2025 Bonds then Outstanding.

SECTION 6.06 Removal of Trustee. The Owners of a majority in aggregate principal amount of the Outstanding Series 2025 Bonds may at any time, and the City may so long as no Event of Default shall have occurred and then be continuing, remove the Trustee initially appointed, and any successor thereto, by an instrument or concurrent instruments in writing delivered to the Trustee (where applicable), whereupon the City or such Owners, as the case may be, shall appoint a successor or successors thereto; provided that any such successor shall be a bank or trust company meeting the requirements set forth in Section 6.01 hereof. The Trustee shall be precluded from charging a termination fee in such event.

SECTION 6.07 Resignation by Trustee. The Trustee and any successor Trustee may at any time resign by giving thirty (30) days’ written notice, as provided in Section 9.10 hereof, to the City. Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Upon such acceptance, the City shall cause notice thereof to be given by first class mail to the Bond Owners at their respective addresses set forth on the Bond Registration Books. No resignation of the Trustee shall take effect until a successor is appointed and has accepted.

SECTION 6.08 Appointment of Successor Trustee. In the event of the removal or resignation of the Trustee pursuant to Sections 6.06 or 6.07, respectively, the City shall promptly appoint a successor Trustee. In the event the City shall for any reason whatsoever fail to appoint a successor Trustee within forty-five (45) days following the delivery to the Trustee of the instrument described in Section 6.06 or within forty-five (45) days following the receipt of notice by the City pursuant to Section 6.07, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee meeting the requirements of Section 6.01 hereof. Any 542
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36 such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any action by the City purporting to appoint a successor Trustee following the expiration of such forty-five-day period.

Notwithstanding any other provision of this Trust Indenture, no removal, resignation or termination of the Trustee shall take effect until a successor shall be appointed; provided, however, that if for any reason whatsoever no successor Trustee shall have been appointed within 45 days following receipt of notice by the City pursuant to Section 6.07 above, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee which meets the requirements of Section 6.01 hereof.

SECTION 6.09 Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated, or any company resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business (provided that such company shall be eligible under Section 6.01), shall be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

SECTION 6.10 Concerning any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the City an instrument in writing accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the Request of the City, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor. Should any instrument in writing from the City be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City.

SECTION 6.11 Appointment of Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate or co-trustee. The following provisions of this Section 6.11 are adopted to these ends.
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37 In the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them.

Should any instrument in writing from the City be required by the separate trustee or cotrustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City. In case any separate trustee or co-trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee.

SECTION 6.12 Indemnification; Limited Liability of Trustee. The City shall indemnify and hold the Trustee harmless from and against all claims, losses, costs, expenses, liabilities and damages including legal fees and expenses arising from the exercise and performance of its duties hereunder and the termination of this Indenture. Such indemnity and fees and expenses pursuant to Section 6.03 shall survive the resignation or removal of the Trustee hereunder and the payment of the Series 2025 Bonds. No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder if it shall have reasonable grounds for believing repayment of such funds or adequate indemnity against such liability or risk is not assured to it. The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of a majority of the Owners of the principal amount of Series 2025 Bonds Outstanding relating to the time, method and place of conducting any proceeding or remedy available to the Trustee under this Indenture.

ARTICLE VII

MODIFICATION AND AMENDMENT OF THE INDENTURE
SECTION 7.01 Amendment by Consent of Bond Owners. This Indenture and the rights and obligations of the City and of the Owners of the Series 2025 Bonds may be modified or amended at any time by a Supplemental Indenture which shall become binding when the written consent of the Owners of a majority in aggregate principal amount of the Series 2025 Bonds then Outstanding, exclusive of Series 2025 Bonds disqualified as provided in Section 7.03 hereof, are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Series 2025 Bond or otherwise alter or impair the obligation of the City to pay the principal of or interest on at the time and place and at the rate and in the currency provided therein of any Series 2025 Bond without the express written consent of the Owner of such Series 2025 Bond, (b) reduce the percentage of Series 2025 Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee.
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38 SECTION 7.02 Amendment Without Consent of Bondholders. This Indenture and the rights and obligations of the City and of the Owners of the Series 2025 Bonds may also be modified or amended at any time by a Supplemental Indenture which shall become binding upon execution and delivery, without consent of any Bond Owners, but only to the extent permitted by law and only for any one or more of the following purposes-
(a) to add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power herein reserved to or conferred upon the City; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the City may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not adversely affect the interests of the Owners of the Series 2025 Bonds;
(c) to provide for the issuance of any Additional Obligations, and to provide the terms and conditions under which such Additional Obligations may be issued, including but not limited to the establishment of special funds and accounts relating to such Additional Obligations and any other provisions relating solely to such Additional Obligations, subject to and in accordance with the provisions of Section 3.05; or (d) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Series 2025 Bonds.

Any rating agency rating the Series 2025 Bonds must receive notification of any amendment to this Indenture at least 15 days prior to its execution. [As long as an Insurer is not in default under the terms of its Insurance Policy, it shall be deemed the owner of all of the Series 2025 Bonds insured by its Insurance Policy for all purposes of this Section 7.02.]
SECTION 7.03 Disqualified Series 2025 Bonds. Series 2025 Bonds owned or held by or for the account of the City (but excluding Series 2025 Bonds held in any employees’ retirement fund) shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Series 2025 Bonds in this article provided for, and shall not be entitled to consent to, or take any other action in this article provided for. Upon request of the Trustee, the City shall specify in a certificate to the Trustee those Series 2025 Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate.

SECTION 7.04 Endorsement or Replacement of Series 2025 Bonds After Amendment.

After the effective date of any action taken as hereinabove provided, the City may determine that the Series 2025 Bonds shall bear a notation, by endorsement in form approved by the City, as to such action, and in that case upon demand of the Owner of any Series 2025 Bond Outstanding at such effective date and presentation of his Series 2025 Bond for that purpose at the Principal Corporate Trust Office, a suitable notation as to such action shall be made on such Series 2025 Bond. If the City shall so determine, new Series 2025 Bonds so modified as, in the opinion of the 545
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39 City, shall be necessary to conform to such Bond Owners’ action shall be prepared and executed, and in that case upon demand of the Owner of any Series 2025 Bond Outstanding at such effective date such new Series 2025 Bonds shall be exchanged at the Principal Corporate Trust Office, without cost to each Bond Owner, for Series 2025 Bonds then Outstanding, upon surrender of such Outstanding Series 2025 Bonds.

SECTION 7.05 Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Bond Owner from accepting any amendment as to the particular Series 2025 Bond held by him, provided that due notation thereof is made on such Series 2025 Bond.

SECTION 7.06 Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies with the terms hereof. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 7.07 [Transcript of Proceedings to Insurer. The City shall provide or cause to be provided to the Insurer a full transcript of proceedings relating to any Supplemental Indenture or providing for the amendment or supplement of this Indenture.]

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
SECTION 8.01 Events of Default and Acceleration of Maturities. The following events shall be Events of Default hereunder:
(a) Default in the due and punctual payment of the principal of any Series 2025 Bond when and as the same shall become due and payable, whether at maturity as therein expressed by declaration or otherwise;
(b) Default in the due and punctual payment of any installment of interest on any Series 2025 Bond when and as such interest installment shall become due and payable; (c) Default by the City in the observance of any of the other covenants, agreements or conditions on its part in this Indenture or in any Contracts or in the Series 2025 Bonds contained, and such default shall have continued for a period of sixty (60) days after the City shall have been given notice in writing of such default by the Trustee; or (d) The filing by the City of a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the City, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions 546
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40 of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property.

Upon the occurrence of an Event of Default, the Trustee may, and shall, at the direction of the owners of a majority of the principal amount of the Series 2025 Bonds by written notice to the City, declare the principal of the Series 2025 Bonds to be immediately due and payable, whereupon that portion of the principal of the Series 2025 Bonds thereby coming due and there interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in this Indenture or in the Series 2025 Bonds to the contrary notwithstanding.

This provision, however, is subject to the condition that if, at any time after the principal of the Series 2025 Bonds shall have been so declared due and payable and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the City shall deposit with the Trustee a sum sufficient to pay all of the principal of and interest on the Series 2025 Bonds having come due prior to such declaration, with interest on such overdue principal and interest calculated at the rate of interest per annum then borne by the Outstanding Series 2025 Bonds, and the reasonable fees and expenses of the Trustee and those of its attorneys, and any and all other defaults known to the Trustee (other than in the payment of the principal of and interest on the Series 2025 Bonds having come due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Owners of a majority in aggregate principal amount of the Series 2025 Bonds at the time Outstanding may, by written notice to the City and to the Trustee, on behalf of the Owners of all of the Outstanding Series 2025 Bonds, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon.

SECTION 8.02 Application of Funds Upon Acceleration. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture shall be applied by the Trustee in the following order upon presentation of the several Series 2025 Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the surrender thereof if fully paid -
First, to the payment of the fees, costs and expenses of the Trustee and of Bond Owners in declaring such Event of Default, including reasonable compensation to their agents, attorneys and counsel, and to the payment of the fees, costs and expenses of the Trustee, if any, in carrying out the provisions of this Article VIII, including reasonable compensation to its agents, attorneys and counsel and any outstanding fees and expenses of the Trustee, then to the payment of the fees, costs and expenses of the Bond Owners in declaring such Event of Default, including reasonable compensation to its agents, attorneys and counsel; and
Second, to the payment of the whole amount then owing and unpaid upon the Series 2025 Bonds for interest and principal, with interest on such overdue amounts to the extent permitted by law at the rate of interest then borne by the Outstanding Series 2025 Bonds, and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Series 2025 Bonds, then to the payment of such interest, principal and interest on overdue amounts without preference or priority among such interest, principal and interest on overdue amounts ratably in proportion to the aggregate of such interest, principal and interest on overdue amounts. 547
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41 SECTION 8.03 Other Remedies; Rights of Bond Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy, in addition to the remedy specified in Section 8.01, at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Series 2025 Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture.

If an Event of Default shall have occurred and be continuing and if requested so to do by the Owners of at least twenty-five percent (25%) in aggregate principal amount of Outstanding Series 2025 Bonds and indemnified as provided in Section 6.02 (1), the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article VIII, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bond Owners.

No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bond Owners) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Bond Owners hereunder or now or hereafter existing at law or in equity.

No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient.

SECTION 8.04 Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Series 2025 Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Series 2025 Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in principal amount of the Outstanding Series 2025 Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Any suit, action or proceeding which any Owner of Series 2025 Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Series 2025 Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Series 2025 Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners of the Series 2025 Bonds for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Series 2025 Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorneyin-fact.

SECTION 8.05 Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bond Owners under this Indenture, the Trustee shall be entitled, 548
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42 as a matter of right, to the appointment of a receiver or receivers of the Net System Revenues and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer.

SECTION 8.06 Non-Waiver. Nothing in this Article VIII or in any other provision of this Indenture, or in the Series 2025 Bonds, shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the interest on and principal of the Series 2025 Bonds to the respective Bond Owners at the respective dates of maturity, as herein provided, out of the Net System Revenues and other moneys herein pledged for such payment.

A waiver of any default or breach of duty or contract by the Trustee or any Bond Owners shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of any Owner of any of the Series 2025 Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or Bond Owners by the Bond Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Bond Owners, as the case may be.

If a suit, action or proceeding to enforce any right or exercise any remedy is abandoned or determined adversely to the Bond Owners, the City and the Bond Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken.

SECTION 8.07 Rights and Remedies of Bond Owners. No Owner of any Series 2025 Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Series 2025 Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners.

The right of any Owner to receive payment of the principal of and interest and premium (if any) on such Series 2025 Bond as herein provided or to institute suit for the enforcement of any 549
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43 such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture.

SECTION 8.08 Rights of the Insurer. Anything in this Indenture to the contrary notwithstanding, upon the occurrence and continuation of an Event of Default, the Insurer shall be entitled to control and direct the enforcement of all rights and remedies (including the right to require a declaration of acceleration) granted hereunder to the Owners, or to the Trustee for the benefit of the Owners, including but not limited to rights and remedies granted pursuant to Section

8.02 and including but not limited to the right to approve all waivers of any Events of Default.

The rights granted to the Insurer under this Indenture shall be deemed terminated and shall not be exercisable by the Insurer during any period during which the Insurer shall be in default under the Insurance Policy.
[So long as the Insurer shall be in compliance with its payment obligations under the Insurance Policy, the Insurer shall be deemed to be the sole owner of the Series 2025 Bonds for purposes of all provisions relating to an event of default with respect to the Series 2025 Bonds, except with respect to the giving of notice of such an Event of Default. The Insurer shall be included as a party in interest and as a party entitled to (1) notify the Trustee of the occurrence of an Event of Default and (2) request the Trustee to intervene in judicial proceedings that affect the Bonds or the security therefor. In addition, the provisions herein requiring the consent, approval or direction of the Insurer shall be applicable only at such time as the Insurer shall be in compliance with its payment obligations under the Insurance Policy and the Reserve Policy.] SECTION 8.09 Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the City, the Trustee and the Bond Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

ARTICLE IX

MISCELLANEOUS
SECTION 9.01 Limited Liability of City. Notwithstanding anything in this Indenture contained, the City shall not be required to advance any moneys derived from any source of income other than the Net System Revenues for the payment of the principal of or interest on the Series 2025 Bonds, or for the performance of any covenants herein contained (except to the extent any such covenants are expressly payable hereunder from the System Revenues). The City may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the City for such purpose without incurring indebtedness.

SECTION 9.02 Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City, the Trustee, BAM and the Owners any right, remedy or claim under or by reason of this Trust 550
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44 Indenture, or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, the Trustee and the Owners.

SECTION 9.03 Discharge of Indenture. If the City shall pay and discharge any or all of the Outstanding Series 2025 Bonds in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on such Series 2025 Bonds, as and when the same become due and payable;
(b) by depositing with the Trustee, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to this Indenture, is fully sufficient to pay such Series 2025 Bonds, including all principal of and interest thereon; or
(c) by depositing with a qualified escrow holder, in trust, Defeasance Obligations in such amount as the City (verified by an Independent Certified Public Accountant) shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the Funds and Accounts established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on such Series 2025 Bonds (including all principal and interest at their respective maturity dates; then, at the election of the City, and notwithstanding that any of such Series 2025 Bonds shall not have been surrendered for payment, the pledge of the Net System Revenues and other funds provided for in this Indenture with respect to such Series 2025 Bonds, and all other pecuniary obligations of the City under this Indenture with respect to all such Series 2025 Bonds, shall cease and terminate, except only the obligation of the City to pay or cause to be paid to the Owners of such Series 2025 Bonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose as aforesaid, and all expenses and costs of the Trustee. Notice of such election shall be filed with the Trustee.

Any funds thereafter held by the Trustee, which are not required for said purposes, shall be paid over to the City.

To accomplish defeasance the City shall cause to be delivered (i) a report of an Independent Certified Public Accountant verifying the sufficiency of the escrow established to pay the Series 2025 Bonds in full on the maturity date (“Verification”), (ii) an escrow deposit agreement, and (iii) an opinion of nationally recognized bond counsel to the effect that the Series 2025 Bonds are no longer “Outstanding” under this Indenture; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the City and the Trustee. If a forward supply contract is employed in connection with the refunding, (i) such verification report shall expressly state that the adequacy of the escrow to accomplish the refunding relies solely on the initial escrowed investments and the maturing principal thereof and interest income thereon and does not assume performance under or compliance with the forward supply contract, and (ii) the applicable escrow agreement shall provide that in the event of any discrepancy or difference between the terms of the forward supply contract and the escrow agreement (or authorizing document, if no 551
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45 separate escrow agreement is utilized), the terms of the escrow agreement or authorizing document, if applicable, shall be controlling.
[At least (three) 3 Business Days prior to any defeasance with respect to the Series 2025 Bonds, the City shall deliver to the Insurer draft copies of an escrow agreement, an opinion of bond counsel regarding the validity and enforceability of the escrow agreement and the defeasance of the Series 2025 Bonds, a Verification Report regarding the sufficiency of the escrow fund. Such opinion and Verification Report shall be addressed to the Insurer and shall be in form and substance satisfactory to the Insurer. In addition, the escrow agreement shall provide that:
(a) Any substitution of securities following the execution and delivery of the escrow agreement shall require the delivery of a Verification Report, an opinion of bond counsel that such substitution will not adversely affect the exclusion (if interest on the Series 2025 Bonds is excludable) from gross income of the holders of the Series 2025 Bonds of the interest on the Series 2025 Bonds for federal income tax purposes and the prior written consent of the Insurer, which consent will not be unreasonably withheld. (b) The City will not exercise any prior optional redemption of Series 2025 Bonds secured by the escrow agreement or any other redemption other than mandatory sinking fund redemptions unless (i) the right to make any such redemption has been expressly reserved in the escrow agreement and such reservation has been disclosed in detail in the official statement for the refunding bonds, and (ii) as a condition to any such redemption there shall be provided to the Insurer a Verification Report as to the sufficiency of escrow receipts without reinvestment to meet the escrow requirements remaining following any such redemption.
(c) The City shall not amend the escrow agreement or enter into a forward purchase agreement or other agreement with respect to rights in the escrow without the prior written consent of the Insurer.]
SECTION 9.04 Content of Certificates. Every certificate with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person or persons making or giving such certificate have read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with.

Any such certificate made or given by an officer of the City may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters, on information with respect to which is in the possession of the City, upon the certificate or opinion 552
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46 of or representations by an officer or officers of the City, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous.

SECTION 9.05 Execution of Documents by Bond Owners. Any request, consent or other instrument required by this Indenture to be signed and executed by Bond Owners may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Bond Owners in person or by agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the City if made in the manner provided in this Section 9.05.

The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument or writing acknowledged to him the execution thereof.

The ownership of Series 2025 Bonds shall be provided by the Bond Registration Books.

Any request, consent or vote of the Owner of any Series 2025 Bond shall bind every future Owner of the same Series 2025 Bond and the Owner of any Series 2025 Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the City in pursuance of such request, consent or vote.

In determining whether the Owners of the requisite aggregate principal amount of Series 2025 Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Series 2025 Bonds which are owned or held by or for the account of the City (but excluding Series 2025 Bonds held in any employees’ retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, provided, however, that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver, only Series 2025 Bonds which the Trustee knows to be so owned or held shall be disregarded. Upon the request of the Trustee, the City shall specify in a certificate to the Trustee those Series 2025 Bonds disqualified pursuant to this section and the Trustee may conclusively rely on such certificate.

In lieu of obtaining any demand, request, direction, consent or waiver in writing, the Trustee may call and hold a meeting of the Bond Owners upon such notice and in accordance with such rules and obligations as the Trustee considers fair and reasonable for the purpose of obtaining any such action.

SECTION 9.06 Waiver of Personal Liability. No officer, agent or employee of the City shall be individually or personally liable for the payment of the interest on or principal of the Series 2025 Bonds; but nothing herein contained shall relieve any such officer, agent or employee from the performance of any official duty provided by law.
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47 SECTION 9.07 Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Indenture on the part of the City (or of the Trustee) to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Indenture or of the Series 2025 Bonds; but the Bond Owners shall retain all rights and benefits accorded to them under the Bond Law or any other applicable provisions of law. The City hereby declares that it would have entered into this Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Series 2025 Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Indenture or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

SECTION 9.08 Destruction of Cancelled Series 2025 Bonds. Whenever in this Indenture provision is made for the surrender to the City of any Series 2025 Bonds which have been paid or cancelled pursuant to the provisions of this Indenture, the Trustee shall destroy such Series 2025 Bonds and furnish to the City a certificate of such destruction.

SECTION 9.09 Funds and Accounts. Any Fund or Account required by this Indenture to be established and maintained by the City or the Trustee may be established and maintained in the accounting records of the City or the Trustee, as the case may be, either as a Fund or an Account, and may, for the purpose of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a Fund or as an Account. All such records with respect to all such Funds and Accounts held by the City shall at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such Funds and Accounts held by the Trustee shall be at all times maintained in accordance with corporate trust industry practices; in each case with due regard for the protection of the security of the Series 2025 Bonds and the rights of every Owner thereof.

SECTION 9.10 Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by registered or certified mail, postage prepaid, first class mail, overnight and hand delivery, fax and email addressed as follows:

If to the City: City of Oxnard
300 West Third Street
Oxnard, CA 93030
Attention: City Manager
If to the Trustee: Computershare Corporate Trust
If to the Insurer: As directed in Section 4.09
The City and the Trustee may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. 554
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48 SECTION 9.11 Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Series 2025 Bonds which remain unclaimed for one (1) year after the date when such Series 2025 Bonds have become due and payable, either at their stated maturity dates if such moneys were held by the Trustee at such date, or for one (1) year after the date of deposit of such moneys if deposited with the Trustee after said date when such Series 2025 Bonds become due and payable, shall, at the Request of the City, be repaid by the Trustee to the City, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the City for the payment of such Series 2025 Bonds; provided, however, that before being required to make any such payment to the City, the Trustee shall, at the expense and direction of the City, cause to be mailed to the Owners of all such Series 2025 Bonds, at their respective addresses appearing on the Bond Registration Books, a notice that said moneys remain unclaimed and that, after a date named in said notice, which date shall not be less than thirty (30) days after the date of mailing of such notice, the balance of such moneys then unclaimed will be returned to the City.
(Signature page follows)
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IN WITNESS WHEREOF, the CITY OF OXNARD has caused this Indenture to be signed in its name and on its behalf by the Mayor and attested by its City Clerk, and Computershare Corporate Trust, in token of its acceptance of the trust created hereunder, has caused this Indenture to be signed in its corporate name by its officer identified below, all as of the day and year first above written.

CITY OF OXNARD
By:

Luis A. McArthur, Mayor
ATTEST:

By:

Luly Lopez, City Clerk

COMPUTERSHARE CORPORATE
TRUST, as Trustee
By:

Authorized Officer
-Signature PageIndenture of Trust
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EXHIBIT A
FORM OF SERIES 2025 BOND
No. _______ $__________

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

COUNTY OF VENTURA

CITY OF OXNARD

WASTEWATER REVENUE REFUNDING BOND
SERIES 2025

INTEREST RATE MATURITY DATE DATED DATE CUSIP
____%
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: _______________________________ DOLLARS Under and by virtue of Sections 53570 et seq. and 53580 et seq. of the California Government Code (the “Bond Law”), the City of Oxnard (the “City”), for value received, will, on the Maturity Date specified above, pay to the Registered Owner named above, or registered assigns (the “Owner”), the Principal Amount stated above, in lawful money of the United States of America, and pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Series 2025 Bond (unless (i) this Series 2025 Bond is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) this Series 2025 Bond is authenticated prior to November 15, 2025, in which event it shall bear interest from the Dated Date stated above; provided, however, that if at the time of authentication of this Series 2025 Bond, interest is in default on this Series 2025 Bond, this Series 2025 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on this Series 2025 Bond) until payment of such Principal Amount in full, at the Interest Rate per annum stated above, payable on June 1 and December 1 in each year, commencing December 1, 2025 (each an “Interest Payment Date”), calculated on the basis of a 360-day year comprised of twelve 30-day months.

Principal hereof and premium, if any, are payable at the corporate trust office of Computershare Corporate Trust (the “Trustee”), in Los Angeles, California. Interest hereon (including the final interest payment upon maturity) is payable by check or draft of the Trustee 557
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mailed by first class mail to the Owner at the Owner’s address as it appears on the registration books maintained by the Trustee as of the close of business on the fifteenth (15th) day of the month next preceding such Interest Payment Date (the “Record Date”); provided, that at the option of any Owner of at least $1,000,000 aggregate principal amount of the Series 2025 Bonds with respect to which written instructions have been filed with the Trustee prior to the Record Date, such interest may be paid by wire transfer.

This Series 2025 Bond is one of a duly authorized issue of Series 2025 Bonds of the City designated as its “Wastewater Revenue Refunding Bonds, Series 2025” (the “Series 2025 Bonds”) issued under and pursuant to the Bond Law and under an Indenture of Trust (the “Indenture”) by and between the City and the Trustee, dated as of __________________, 2025, and approved by the City by Resolution No. _________ adopted by the City Council of the City on ______________, 2025 (the “Resolution”). Copies of the Indenture are on file at the office of the City Clerk and at the above-mentioned office of the Trustee, and reference to the Indenture and any and all supplements thereto and modifications and amendments thereof and to the Bond Law is made for a description of the terms on which the Series 2025 Bonds are issued, the provisions with regard to the nature and extent of the Net System Revenues, as that term is defined in the Indenture, and the rights of the Owners of the Series 2025 Bonds. All the terms of the Indenture and the Bond Law are hereby incorporated herein and constitute a contract between the City and the Owner from time to time of this Series 2025 Bond, and to all the provisions thereof the Owner of this Series 2025 Bond, by acceptance hereof, consents and agrees. Each subsequent Owner hereof shall have recourse to all of the provisions of the Bond Law and the Indenture and shall be bound by all of the terms and conditions thereof.

The Series 2025 Bonds are being issued for the purpose of (i) refunding the Authority’s 2014 Wastewater Revenue Bonds; (ii) purchase a municipal bond insurance policy and a debt service reserve surety for the Series 2025 Bonds and (iii) paying certain costs of issuing the Series 2025 Bonds.

The Series 2025 Bonds are special obligations of the City and are secured by amounts held from time to time in the Debt Service Fund established and held by the Trustee under the Indenture and, subject to certain restrictions set forth in the Indenture, a pledge of and lien on certain Net System Revenues (as defined in the Indenture) generated by the City’s Wastewater System.

Neither the general fund, the full faith and credit, nor the taxing power of the City, the State of California or any other political subdivision thereof is pledged to the payment of the Series 2025 Bonds. The Series 2025 Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts except the Net System Revenues.

The City covenants in the Indenture that it will fix, prescribe, revise and collect rates and charges for the Wastewater System in each Fiscal Year which are sufficient to pay 125% of principal of and interest payable in that fiscal year on all outstanding Series 2025 Bonds (the Series 2025 Bonds and any Additional Obligations) payable from Net System Revenues of the Wastewater System.

The Series 2025 Bonds maturing are not subject to optional redemption prior to maturity. 558
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Additional Obligations may be issued pursuant to the Indenture and may be made subject to redemption prior to maturity, as a whole or in part, at such time or times, and upon payment of the principal amount thereof and accrued interest thereon plus such premium or premiums, if any, as may be determined by the City in the applicable Additional Obligations Instrument.

The Series 2025 Bonds are issuable as fully registered Series 2025 Bonds, without coupons, in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Series 2025 Bonds may be exchanged for a like aggregate principal amount of Series 2025 Bonds of other authorized denominations and of the same maturity.

This Series 2025 Bond is transferable by the Owner hereof, in person, or by his attorney duly authorized in writing, at the Principal Corporate Trust Office, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Series 2025 Bond. Upon registration of such transfer a new Series 2025 Bond or Series 2025 Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor.

The City and the Trustee may treat the Owner hereof as the absolute Owner hereof for all purposes, and the City and the Trustee shall not be affected by any notice to the contrary. The Indenture may be amended without the consent of the Owners of the Series 2025 Bonds to the extent set forth in the Indenture.

It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Series 2025 Bond do exist, have happened or have been performed in due and regular time and manner as required by the laws of the State of California and that the amount of this Series 2025 Bond, together with all other indebtedness of the City, does not exceed any limit prescribed by any laws of the State of California, and is not in excess of the amount of Series 2025 Bonds permitted to be issued under the Indenture.

This Series 2025 Bond shall not become valid or obligatory for any purpose or be entitled to the benefits of the Indenture until the certificate of authentication and registration hereon shall have been manually signed by an authorized officer or signatory of the Trustee.

Unless this Series 2025 Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the City or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
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IN WITNESS WHEREOF, the City of Oxnard has caused this Series 2025 Bond to be executed in its name and on its behalf with the facsimile signatures of the City of Oxnard Mayor and of its City Clerk, all as of the Dated Date specified above.

CITY OF OXNARD
By:
_____________
Mayor
ATTEST:

By:
____________
City Clerk
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CERTIFICATE OF AUTHENTICATION
This is one of the Series 2025 Bonds described in the within-mentioned Indenture.

Dated: ____________________ COMPUTERSHARE CORPORATE TRUST By:

Authorized Signatory
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STATEMENT OF INSURANCE
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FORM OF ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto_________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint ______________________ _________________________________________ attorney, to transfer the same on the books of the Trustee, with full power of substitution in the premises.

Dated: _______________________
Signature Guaranteed:

Note: Signature guarantee shall be made by a
guarantor institution participating in
the Securities Transfer Agents
Medallion Program or in such other
guarantee program acceptable to the
Trustee.

Note: The signature(s) on this Assignment
must correspond with the name(s) as
written on the face of the within Bond
in every particular, without alteration
or enlargement or any change
whatsoever.
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ESCROW DEPOSIT AND TRUST AGREEMENT
by and among the

CITY OF OXNARD FINANCING AUTHORITY,

CITY OF OXNARD, CALIFORNIA,
and

COMPUTERSHARE CORPORATE TRUST,
as Escrow Agent
Dated as of ____________, 2025
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1 ESCROW DEPOSIT AND TRUST AGREEMENT
This ESCROW DEPOSIT AND TRUST AGREEMENT (the “Escrow Agreement”) is made and entered into as of ____________, 2025, by and among the City of Oxnard Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State of California (the “Authority”), CITY OF OXNARD, a municipal corporation organized and existing by virtue of Constitution and laws of the State of California (the “City”) and Computershare Corporate Trust, as Escrow Agent (the “Escrow Agent”); W I T N E S S E T H:

WHEREAS, the City and the Authority have heretofore entered into an Installment Purchase Agreement, dated as of November 1, 2014 (the “2014 Agreement”); WHEREAS, payments by the City of installment payments pursuant to the 2014 Agreement (the “2014 Payments”) are applied to the payment of a portion of the $71,985,000 City of Oxnard Financing Authority Wastewater Revenue Refunding Bonds, Series 2014 (the “2014 Bonds”);
WHEREAS, the 2014 Agreement provides that in the event that the City deposits, or causes the deposit on its behalf of, moneys and certain securities (as defined in Section 10.01 of the 2014 Indenture) in an amount, together with investment earnings and certain funds held under the 2014 Indenture (defined below), sufficient to pay and discharge all or a portion of the indebtedness of the 2014 Agreement at or before maturity, then the obligations of the City under the 2014 Agreement shall cease and terminate with respect to the obligations so discharged, except only the obligation of the City to pay or cause to be paid to the Authority all sums due thereon out of the Escrow Fund with respect to the obligations so discharged and thereafter such Net Water System Revenues (as defined in the 2014 Agreement) shall be released from the lien of the 2014 Agreement; and
WHEREAS, pursuant to the 2014 Agreement, the Authority assigned to the Prior Trustee its rights to installment receive payments from the City under the 2014 Agreement and the right to exercise such rights and remedies conferred on the Authority under the 2014 Agreement to enforce payment of the prior payments; and
WHEREAS, pursuant to a 2014 Indenture, relating to and dated as of the same date as the 2014 Agreement, by and between the Authority and the Prior Trustee (the “2014 Indenture”), the 2014 Bonds were issued, secured in part by the prior payments; and WHEREAS, the City has determined that it is in the best interests of the City and Authority at this time to refinance the City's obligation to make the installment payments under the 2014 Agreement and, as a result thereof, to provide for the payment of such installment payments through ___________, 2025 and to prepay such installment payments on _____________, at a prepayment price of 100% of the principal amount thereof, plus accrued interest; and WHEREAS, the Authority and the City propose to make the deposit of moneys and to appoint the Escrow Agent as its agent for the purpose of applying said deposit to the payment of Prior Payments in accordance with the instructions provided by this Escrow Agreement and of 565
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2 applying said Prior Payments to the payment and redemption of a portion of the 2014 Bonds in accordance with the 2014 Indenture and 2014 Agreement, and the Escrow Agent will accept said appointment; and
WHEREAS, to obtain moneys to make such deposit, the City proposes to issue its $_____________ City of Oxnard Wastewater Revenue Refunding Bonds, Series 2025 pursuant to that certain Indenture of Trust, dated as of _______________, 2025, (the “Indenture”), by and between the City and the Trustee; and
WHEREAS, the City wishes to make such a deposit with the Escrow Agent and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Agent has full powers to act with respect to the irrevocable escrow and trust created herein and to perform the duties and obligations to be undertaken pursuant to this Escrow Agreement.

NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows:

Section 1. Definition of Federal Securities. As used herein, the term “Federal Securities” means direct non-callable obligations of the United States of America, or securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, provided, that the full faith and credit of the United States of America has been pledged to any such obligation or guarantee.

Section 2. Appointment of Escrow Agent. The City and the Authority hereby appoint the Escrow Agent as Escrow Agent for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Agent hereby accepts such appointment.

Section 3. Establishment of Escrow Fund. There is hereby created by the City and the Authority with, and to be held by, the Escrow Agent, as security for the payment of the Prior Payments as hereinafter set forth, an irrevocable escrow to be maintained in trust by the Escrow Agent on behalf of the City and the Authority and for the benefit of the owners of the 2014 Bonds, said escrow to be designated the “Escrow Fund.” All moneys and Federal Securities deposited in the Escrow Fund shall be held as a special fund for the payment of the Prior Payments in accordance with the provisions of the 2014 Agreement. If at any time the Escrow Agent shall receive actual knowledge that the moneys and Federal Securities in the Escrow Fund will not be sufficient to make any payment required by Section 5 hereof, the Escrow Agent shall notify the City of such fact and the City shall immediately cure such deficiency.

Section 4. Deposit into Escrow Fund; Investment of Amounts. Concurrently with delivery of the Bonds, the City and the Authority shall cause to be transferred to the Escrow Agent for deposit into the Escrow Fund the amount of $_______________in immediately available funds. All amounts deposited in the Escrow Fund shall be held in Federal Securities described in Exhibit A attached hereto and by this reference herein incorporated. 566
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3 Section 5. Instructions as to Application of Deposit; Authority Retains Right of Optional Redemption. The City and the Authority hereby irrevocably direct and instruct the Escrow Agent to apply the interest on and maturing principal amount of the Escrowed Federal Securities and Cash to pay the Prior Payments relating to the 2014 Agreement, through _______________, 2025 and to prepay the remaining Prior Payments in full on ________________, 2025 at a prepayment price of 100% of the principal amount hereof. For such purpose of call and prepayment prior to maturity of a portion of the 2014 Bonds, the City and the Authority hereby instruct the Escrow Agent to give notice of prepayment, of the 2014 Bonds subject to prepayment, and such notice of in accordance with the applicable provisions of the 2014 Indenture. Any funds remaining in the Escrow Fund after ___________, 2025, shall be delivered to the City.

Section 6. Application of Certain Terms of 2014 Indenture. All of the terms of the 2014 Indenture relating to the making of payments of principal and interest with respect to the 2014 Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the 2014 Indenture relating to the limitations from liability and protections afforded the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Agent hereunder.

Section 7. Compensation to Escrow Agent. The City shall pay the Escrow Agent full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto and, in addition, fees, costs and expenses relating to the purchase of any Federal Securities after the date hereof, pursuant to a separate agreement between the City and the Escrow Agent. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes.

Section 8. Liabilities and Obligations of Escrow Agent. The Escrow Agent shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Agreement unless the City shall have deposited sufficient funds with the Escrow Agent to satisfy such obligation. The Escrow Agent may rely and shall be protected in acting upon the written instructions of the City or its agents relating to any matter or action as Escrow Agent under this Escrow Agreement.

The Escrow Agent undertakes such duties as specifically set forth herein and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent.

The City hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and hold harmless the Escrow Agent and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Agent (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer 567
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4 or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Agent made in good faith in the conduct of its duties; provided, however, that the City shall not be required to indemnify the Escrow Agent against its own negligence or misconduct. The indemnities contained in this Section 10 shall survive the termination of this Escrow Agreement and the resignation and removal of the Escrow Agent.

The Escrow Agent shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special indirect or consequential damages.

The Escrow Agent may consult with counsel of its own choice and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action hereunder in accordance with such opinion of counsel.

The Escrow Agent shall not be responsible for any of the recitals or representations contained herein.

Whenever in the administration of this Escrow Agreement the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of an authorized representative of the City and Authority, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any action taken or suffered by it under the provisions of this Escrow Agreement upon the faith thereof.

The liability of the Escrow Agent to make the payments required by this Escrow Agreement shall be limited to the moneys and Federal Securities in the escrow Fund.

The Escrow Agent shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or Federal securities deposited with it to pay the principal, interest, or premiums, if any, on the Bonds.

No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers.

The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.

The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be 568
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5 amended and replaced whenever a person is to be added or deleted from the listing. If the Authority elects to give the Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent’s understanding of such instructions shall be deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Authority agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.

The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the Authority periodic cash transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder.

Section 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the 2014 Bonds then outstanding shall have been filed with the Escrow Agent. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, but only (1) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the City, (2) to cure, correct or supplement any ambiguous or defective provision contained herein, (3) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not adversely affect the interests of the owners of the 2014 Bonds or the Bonds, and that such amendment will not cause interest on the 2014 Bonds or the Bonds to become subject to federal income taxation.

Section 10. Termination; Unclaimed Money. This Escrow Agreement shall terminate when the Prior Payments have been paid; provided, however, that (i) money held by the Escrow Agent pursuant to this Escrow Agreement for the payment and discharge of any of the Prior Payments (which shall not be payable as to interest from and after the date set for redemption) which remain unclaimed for two (2) years after such payments were due, shall be repaid by the Escrow Agent to the City free from the trust created by the 2014 Indenture and this Escrow Agreement, and the Escrow Agent shall thereupon be released and discharged with respect thereto and hereto and all liability of the Escrow Agent with respect to such money shall thereupon cease and (ii) excess moneys held by the Escrow Agent not needed for the payment and discharge of the Prior Payments shall be transferred to the Bond Fund under the Indenture.

Section 11. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall not affect any of the remaining provisions of this Escrow Agreement.
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6 Section 12. Notice of Escrow Agent, Authority and City. Any notice to or demand upon the Escrow Agent may be served and presented, and such demand may be made, at the principal corporate trust office of the Escrow Agent as specified by the Escrow Agent as Prior Trustee in accordance with the provisions of the 2014 Indenture or by physical delivery with confirmation of receipt or by confirmed telecopy. Any notice to or demand upon the City or the Authority shall be deemed to have been sufficiently given or served for all purposes by being mailed by registered or certified mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided in the 2014 Agreement (or such other address as may have been filed in writing by the City or the Authority with the Escrow Agent).

Section 13. Merger or Consolidation of Escrow Agent. Any company into which the Escrow Agent may be merged or converted or with which may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as Trustee under the Indenture and the 2014 Indenture, shall be the successor hereunder to the Escrow Agent without the execution or filing of any paper or any further act.

Section 14. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California.

Section 15. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall constitute but one and the same instrument.
(Signature page follows)
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IN WITNESS WHEREOF, the Authority, the City and the Escrow Agent have each caused this Escrow Agreement to be executed by their duly authorized officers all as of the date first above written.

CITY OF OXNARD
By:

Chief Finance Officer

COMPUTERSHARE CORPORATE TRUST,
as Escrow Agent
By:

Authorized Officer

CITY OF OXNARD FINANCING

AUTHORITY
By:

Executive Director
-Signature PageEscrow Deposit and Trust Agreement
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“EXHIBIT A”

ESCROW FUND SECURITIES
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TABLE OF CONTENTS
Page
-iSection 1. Definition of Federal Securities..............................................................................2 Section 2. Appointment of Escrow Agent ...............................................................................2 Section 3. Establishment of Escrow Fund ...............................................................................2 Section 4. Deposit into Escrow Fund; Investment of Amounts...............................................2 Section 5. Instructions as to Application of Deposit; Authority Retains Right of Optional Redemption..............................................................................................3 Section 6. Application of Certain Terms of 2014 Indenture ...................................................3 Section 7. Compensation to Escrow Agent .............................................................................3 Section 8. Liabilities and Obligations of Escrow Agent..........................................................3 Section 9. Amendment.............................................................................................................5 Section 10. Termination; Unclaimed Money.............................................................................5 Section 11. Severability.............................................................................................................5 Section 12. Notice of Escrow Agent, Authority and City .........................................................6 Section 13. Merger or Consolidation of Escrow Agent.............................................................6 Section 14. Governing Law .......................................................................................................6 Section 15. Execution in Several Counterparts .........................................................................6 573
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PRELIMINARY OFFICIAL STATEMENT DATED ___________, 2025
NEW ISSUE – FULL BOOK-ENTRY UNDERLYING RATING S&P: “____” INSURED RATING S&P: “____”
In the opinion of Best Best & Krieger LLP, Riverside, California, Bond Counsel, subject to certain qualifications described herein, under existing statutes, regulations, rules and court decisions, and assuming certain representations and compliance with certain covenants and requirements described herein, the interest on the 2025 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum taxes imposed on individuals and corporations; however, interest on the Bonds is taken into account in determining the annual adjusted financial statement income of certain corporations for the purposes of computing the alternative minimum tax imposed on certain corporations. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS” herein. $__________*

CITY OF OXNARD
Wastewater Revenue Refunding Bonds, Series 2025
Dated: Date of Delivery Due: June 1, as shown on inside cover Authority for Issuance. The bonds captioned above (the “2025 Bonds”) are being issued by the City of Oxnard (the “City”) pursuant to the provisions of Sections 53570 et seq. and 53580 et seq. of the California Government Code, a resolution adopted by the City Council of the City on July 29, 2025 and an Indenture of Trust, dated as of __________ 1, 2025 (the “Indenture”) by and between the City and Computershare Corporate Trust, as trustee for the 2025 Bonds (the “Trustee”).

Use of Proceeds. The 2025 Bonds are being issued to provide funds to (i) refund the City of Oxnard Financing Authority Wastewater Revenue Refunding Bonds, Series 2014 (the “2014 Bonds”), (ii) purchase a municipal bond insurance policy and a debt service reserve surety for the 2025 Bonds, and (iii) pay the costs of issuing the 2025 Bonds. See “FINANCING PLAN.” Security for the 2025 Bonds. The 2025 Bonds are payable from and secured by the City’s pledge of Net System Revenues under the Indenture on a parity with Existing Parity Obligations currently outstanding in the principal amount of $__________. Net System Revenues are defined generally as gross revenues received from the City’s wastewater system (the “Wastewater System”), less maintenance and operation costs of the Wastewater System. See “SECURITY FOR THE 2025 BONDS.” Bond Terms; Book-Entry Only. The 2025 Bonds will bear interest at the rates shown below, payable semiannually on June 1 and December 1 of each year, commencing on December 1, 2025, and will be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple of $5,000. The 2025 Bonds will be issued in book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Purchasers of the 2025 Bonds will not receive certificates representing their interests in the 2025 Bonds. Payments of the principal of, premium, if any, and interest on the 2025 Bonds will be made to DTC, which is obligated in turn to remit such principal, premium, if any, and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the 2025 Bonds. See “THE 2025 BONDS – General Provisions.” Redemption. The 2025 Bonds are not subject to redemption prior to maturity.

Bond Insurance. The scheduled payment of principal of and interest on a portion, or all, of the 2025 Bonds (such maturities insured to be specified in the final Official Statement) when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the 2025 Bonds by ________________. See “BOND INSURANCE” herein.

Reserve Policy. The Reserve Account will be funded by the purchase of a municipal bond debt service reserve insurance policy relating to the 2025 Bonds issued by the Insurer (the “Reserve Policy”) to be issued concurrently with the delivery of the 2025 Bonds by ________________.
[INSURER LOGO]
NEITHER THE 2025 BONDS NOR THE OBLIGATION OF THE CITY TO PAY PRINCIPAL OF OR INTEREST THEREON

CONSTITUTE A DEBT OR A LIABILITY OF THE CITY, THE COUNTY OF VENTURA, THE STATE OF CALIFORNIA OR ANY

OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL LIMITATION ON INDEBTEDNESS, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE CITY. THE 2025 BONDS ARE SECURED SOLELY BY THE PLEDGE OF NET SYSTEM REVENUES AND CERTAIN FUNDS HELD UNDER THE INDENTURE. THE 2025 BONDS ARE NOT SECURED BY A PLEDGE OF THE TAXING POWER OF THE CITY.

THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE OF 2025 BONDS. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN

INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE PURCHASE OF THE 2025 BONDS.
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The 2025 Bonds are offered when, as and if issued and received by the Underwriter and subject to the approval as to their legality by Best Best & Krieger LLP, Riverside, California, Bond Counsel. Certain legal matters will also be passed upon for the City by Best Best & Krieger LLP, Riverside, California, as Disclosure Counsel. Certain legal matters will be passed upon for the City by the City Attorney, and for the Underwriter by _____________, __________, California, as Underwriter’s counsel. It is anticipated that the 2025 Bonds will be delivered in definitive form through DTC on or about ______________, 2025. [UNDERWRITER]
Dated: ____________, 2025.
_____________
* Preliminary; subject to change.
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$____________

MATURITY SCHEDULE
Serial 2025 Bonds
Maturity
Date
(June 1)
Principal
Amount
Interest
Rate Yield CUSIP(1)
(1) CUSIP® is a registered trademark of the American Bankers Association. Copyright© 2025 American Bankers Association. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services, managed by Standard & Poor’s Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP® numbers are provided for convenience of reference only. None of the City, the Municipal Advisor or the Underwriter takes any responsibility for the accuracy of such numbers.
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CITY OF OXNARD

MAYOR AND CITY COUNCIL
Luis A. Mc Arthur, Mayor
Gabe Teran, Mayor Pro Tem (District 2)
Bert E. Perello, Councilmember (District 1)
Aaron Starr, Councilmember (District 3)
Gabriela Rodriguez, Councilmember (District 4)
Gabriela Basua, Councilmember (District 5)
Michaela Perez, Councilmember (District 6)

CITY OFFICIALS
Alexander Nguyen, City Manager
Michael Wolfe, Public Works Director
Tim Beaman, Assistant Public Works Director
Jan Hauser, Wastewater Division Manager
Javier Chagoyen-Lázaro, Chief Financial Officer
Stephen Fischer, City Attorney
Phillip S. Molina, City Treasurer
Luly Lopez, City Clerk

PROFESSIONAL SERVICES

MUNICIPAL ADVISOR
NHA Advisors, LLC
San Rafael, California

BOND AND DISCLOSURE COUNSEL
Best Best & Krieger LLP
Riverside, California

TRUSTEE/ESCROW AGENT
Computershare Corporate Trust
Los Angeles, California
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GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representations in connection with the offer or sale of the 2025 Bonds other than as contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2025 Bonds by any person, in any jurisdiction where such offer, solicitation or sale would be unlawful. This Official Statement has been deemed final, as of its date, by the City for the purpose of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended.

The information set forth herein has been obtained from sources that are believed to be reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed as a representation, by the City. Neither the delivery of this Official Statement nor any sale made hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. The information and expressions of opinion stated herein are subject to change without notice.

Certain statements included or incorporated by reference in this Official Statement constitute “forwardlooking” statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the words “expects,” “forecasts,” “projects,” “intends,” “anticipates,” “estimates,” “assumes” and analogous expressions. The achievement of certain results or other expectations contained in such forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those that have been projected. No assurance is given that actual results will meet the forecasts of the City in any way, regardless of the optimism communicated in the information, and such statements speak only as of the date of this Official Statement. The City disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any changes in the expectations of the City with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

All summaries of the Indenture (as defined herein), and of statutes and other documents referred to herein do not purport to be comprehensive or definitive and are qualified in their entireties by reference to each such statute and document. This Official Statement, including any amendment or supplement hereto, is intended to be deposited with one or more depositories.

The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. _________________ (“________”) makes no representation regarding the 2025 Bonds or the advisability of investing in the 2025 Bonds. In addition, _______ has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding _______, supplied by _______ and presented under the heading “BOND INSURANCE” and “APPENDIX G - SPECIMEN MUNICIPAL BOND INSURANCE POLICY.” The issuance and sale of the 2025 Bonds have not been registered under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, in reliance upon exemptions provided thereunder by Sections 3(a)(2) and 3(a)(12), respectively, for the issuance and sale of municipal securities.

While the City maintains an internet website for various purposes, the information provided on that website is not incorporated by reference as part of this Official Statement and none of the information on that website is intended to assist investors in making any investment decision or to provide any continuing information with respect to the 2025 Bonds or any other bonds or obligations of the City. 578
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TABLE OF CONTENTS
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INTRODUCTION .........................................................................................................................................1 FINANCING PLAN ......................................................................................................................................3 Estimated Sources and Uses of Funds...........................................................................................4 DEBT SERVICE SCHEDULE......................................................................................................................4 THE 2025 BONDS ........................................................................................................................................6 Authority for Issuance....................................................................................................................6 General Provisions..........................................................................................................................6 No Redemption................................................................................................................................6 Book-Entry Only System................................................................................................................6 BOND INSURANCE ....................................................................................................................................7 SECURITY FOR THE 2025 BONDS...........................................................................................................7 Pledge of Net System Revenues .....................................................................................................7 Existing Parity Obligations............................................................................................................8 Wastewater Revenue Fund ............................................................................................................8 Reserve Account............................................................................................................................10 Rate Covenants .............................................................................................................................11 Additional Obligations .................................................................................................................11 Eminent Domain Proceeds...........................................................................................................12 Casualty Insurance Proceeds.......................................................................................................13 THE WASTEWATER SYSTEM................................................................................................................13 General...........................................................................................................................................13 Governance....................................................................................................................................14 Employees and Employee Benefits..............................................................................................15 Service Area and Customers........................................................................................................16 Capital Improvement Plan...........................................................................................................18 Insurance .......................................................................................................................................19 Environmental Compliance .........................................................................................................20 Sources of Wastewater System Revenues...................................................................................21 Wastewater Rates and Charges...................................................................................................21 Wastewater Connection Fees.......................................................................................................25 Billing and Collection Procedures and Delinquencies...............................................................25 Financial Information...................................................................................................................25 Historical and Projected Operating Results and Debt Service Coverage ...............................26 BOND OWNERS’ RISKS...........................................................................................................................29 Wastewater System Demand and Growth..................................................................................29 Net System Revenues; Rate Covenants.......................................................................................29 City Expenses ................................................................................................................................29 Future Land Use Regulations......................................................................................................29 Proposition 218..............................................................................................................................30 Constitutional Limit on Appropriations, Fees and Charges.....................................................31 Limitations on Remedies Available to Bondowners..................................................................32 Seismic Considerations.................................................................................................................32 Cybersecurity ................................................................................................................................33 Wildfire Conditions ......................................................................................................................33 581
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TABLE OF CONTENTS
(continued)
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Climate Change.............................................................................................................................34 Environmental Regulation...........................................................................................................34 Global Health Emergencies..........................................................................................................34 No Obligation to Tax ....................................................................................................................35 Change in Law ..............................................................................................................................35 Geologic and Topographic ...........................................................................................................35 Secondary Market for 2025 Bonds..............................................................................................36 Federal Tax-Exempt Status of the 2025 Bonds..........................................................................36 IRS Audit of Tax-Exempt Issues.................................................................................................36 Bond Insurance .............................................................................................................................36 Additional Obligations .................................................................................................................37 TAX MATTERS..........................................................................................................................................37 CERTAIN LEGAL MATTERS ..................................................................................................................38 FINANCIAL STATEMENTS.....................................................................................................................38 MUNICIPAL ADVISOR ............................................................................................................................38 RATINGS ....................................................................................................................................................39 LITIGATION...............................................................................................................................................39 CONTINUING DISCLOSURE...................................................................................................................39 UNDERWRITING ......................................................................................................................................40 EXECUTION...............................................................................................................................................40 APPENDIX A – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.....................A-1 APPENDIX B – ANNUAL COMPREHENSIVE FINANCIAL REPORT
FOR THE FISCAL YEAR ENDED JUNE 30, 2024 ..............................................B-1 APPENDIX C – FORM OF CONTINUING DISCLOSURE AGREEMENT...................................C-1 APPENDIX D – FORM OF OPINION OF BOND COUNSEL.........................................................D-1 APPENDIX E – DTC AND THE BOOK-ENTRY ONLY SYSTEM................................................E-1 APPENDIX F – SELECTED REGIONAL ECONOMIC AND DEMOGRAPHIC DATA ..............F-1 APPENDIX G – SPECIMEN MUNICIPAL BOND INSURANCE POLICY...................................G-1 582
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1 OFFICIAL STATEMENT
$__________

CITY OF OXNARD
Wastewater Revenue Refunding Bonds, Series 2025

INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the 2025 Bonds to potential investors is made only by means of the entire Official Statement. See APPENDIX A – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” for definitions of defined terms not otherwise defined herein.

City of Oxnard. The City of Oxnard (the “City”) is located in western Ventura County (the “County”) on the shore of the Pacific Ocean. The City is approximately 65 miles northwest of the City of Los Angeles, 35 miles south of the City of Santa Barbara, and 6 miles south of the county seat of the County.

The City is the largest city in the County, with a population estimated at 200,616 as of July 2024, accounting for approximately 24% of the County’s population. The City has a diversified economic base composed of agriculture and related business, retail, various services, and governmental agencies.

The City was incorporated as a general law city on June 30, 1903 and operates under a councilmanager form of government. The City is governed by a seven-member City Council elected on a districtbased system, including the mayor, who continues to be elected at large.

Authority for Issuance. The 2025 Bonds are authorized pursuant to the provisions of Sections 53570 et seq. and 53580 et seq. of the California Government Code, a resolution adopted by the City Council of the City on July 29, 2025 (the “City Resolution”), and an Indenture of Trust, dated as of ___________ 1, 2025 (the “Indenture”), between the City and Computershare Corporate Trust, as trustee (the “Trustee”).

Form of 2025 Bonds. The 2025 Bonds will be dated their date of delivery and will be issued in fully registered form, without coupons, in the minimum denominations of $5,000 or any integral multiple thereof. See “THE 2025 BONDS – General Provisions.” When delivered, the 2025 Bonds will be registered in the name of The Depository Trust Company, New York, New York (“DTC”), or its nominee.

DTC will act as securities depository for the 2025 Bonds. Individual purchases of 2025 Bonds will be made in book-entry form only in the principal amount of $5,000 each or any integral multiple thereof. Purchasers of the 2025 Bonds will not receive certificates representing the 2025 Bonds purchased. See “THE 2025 BONDS - Book-Entry Only System” and “APPENDIX E – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”

Preliminary; subject to change.
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2 Purpose of the 2025 Bonds. The 2025 Bonds are being issued to provide funds to (i) refund the City of Oxnard Financing Authority Wastewater Revenue Refunding Bonds, Series 2014, (ii) purchase a municipal bond insurance policy and debt service reserve surety for the 2025 Bonds, and (iii) pay the costs of issuing the 2025 Bonds. See “FINANCING PLAN.”
Pledge of Net System Revenues. The 2025 Bonds are payable from the entire Wastewater System of the City, including without limitation all improvements, works, or facilities owned, controlled, or operated by the City to provide wastewater service as such improvements, works, or facilities now exist, together with all additions to improvements of and extensions to said Wastewater System later constructed or organized (the “Wastewater System”) on a parity with Outstanding Obligations of the Wastewater System. “Net System Revenues,” are generally defined as “System Revenues” received from the Wastewater System, less the amount of Maintenance and Operation Costs of the Wastewater System becoming payable in such period. See “SECURITY FOR THE 2025 BONDS – Pledge of Net System Revenues” and “THE WASTEWATER SYSTEM.”
Existing Parity Obligations. The 2025 Bonds are payable from and secured by a first pledge of and lien on Net System Revenues on a parity with the Wastewater Revenue Refunding Bonds, Series 2018 and the SRF Loan. See “SECURITY FOR THE 2025 BONDS – Existing Parity Obligations.” Rate Covenants. The City will fix, prescribe, and collect fees, rates, and charges for the Wastewater System which will be at least sufficient to yield during each Fiscal Year Net System Revenues equal to the sum of one hundred twenty percent (120%) of the Debt Service for such Fiscal Year and the amounts, if any, then due and owing to the Insurer under the Reserve Policy, if applicable. The City may make adjustments from time to time in such rates and charges and may make such classification thereof as it deems necessary, but will not reduce the rates and charges then in effect unless the Net System Revenues from such reduced rates and charges will at all times be sufficient to meet the requirements of the Indenture.

See “SECURITY FOR THE 2025 BONDS – Rate Covenants.” See APPENDIX A – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” for definitions of defined terms used herein.

Bond Insurance. The scheduled payment of principal of and interest on a portion, or all, of the 2025 Bonds (such maturities insured to be specified in the final Official Statement) when due will be guaranteed under a municipal bond insurance policy (the “Policy”) to be issued concurrently with the delivery of the 2025 Bonds by __________________ (the “Insurer”). See “BOND INSURANCE” herein.

Reserve Account. A Reserve Account (the “Reserve Account”) will be established under the Indenture for the 2025 Bonds in an amount equal to the Reserve Requirement. The “Reserve Requirement” is defined as an amount equal to, at any date of determination, the least of (i) ten percent (10%) of the original par amount of the 2025 Bonds, (ii) Maximum Annual Debt Service with respect to the 2025 Bonds, or (iii) 125% of average annual debt service on the 2025 Bonds; provided, further that the City may meet all or a portion of the Reserve Requirement by depositing a Qualified Reserve Account Credit Instrument meeting the requirements of the Indenture. See “SECURITY FOR THE 2025 BONDS – Reserve Account.” The City will satisfy the Reserve Requirement with respect to the 2025 Bonds by depositing the Reserve Policy in the Reserve Account in accordance with the Indenture. “Reserve Policy” means the municipal bond debt service reserve insurance policy relating to the 2025 Bonds issued by the Insurer.

Issuance of Additional Obligations. The City may issue or incur additional obligations and bonds on a parity with or subordinate to the 2025 Bonds, provided that the conditions set forth in the Indenture are met. See “SECURITY FOR THE 2025 BONDS - Additional Obligations.” 585
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3 Payment. Principal of the 2025 Bonds will be payable in each of the years and in the amounts set forth on the cover page hereof at the office of the Trustee. Interest on the 2025 Bonds will be paid by check or draft of the Trustee mailed by first class mail to the person entitled thereto. See “THE 2025 BONDS – General Provisions.” Initially, interest on and principal and premium, if any, of the 2025 Bonds will be payable when due by wire of the Trustee to the Depository DTC which will in turn remit such interest, principal and premium, if any, to DTC Participants (as defined herein), which will in turn remit such interest, principal and premium, if any, to Beneficial Owners (as defined herein) of the 2025 Bonds. See “THE 2025 BONDS - Book-Entry Only System” and “APPENDIX E – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
No Redemption. The 2025 Bonds are not subject to redemption prior to their stated maturity dates.

Risks of Investment. The 2025 Bonds are repayable only from certain money available to the City from its Wastewater System. For a discussion of some of the risks associated with the purchase of the 2025 Bonds, see “BOND OWNERS’ RISKS.”
Neither the 2025 Bonds nor the obligation of the City to pay principal of or interest thereon constitutes a debt of the City, the County of Ventura (the “County”), the State of California or any of its political subdivisions within the meaning of any constitutional limitation on indebtedness, or a pledge of the full faith and credit of the City or the County. The 2025 Bonds are secured solely by the pledge of Net System Revenues of the Wastewater System and certain funds held under the Indenture.

FINANCING PLAN
The City of Oxnard Financing Authority (the “Authority”) previously issued its Wastewater Revenue Refunding Bonds, Series 2014 (the “2014 Bonds”), of which $51,690,000 are currently outstanding.

Proceeds of the 2025 Bonds, together with certain funds made available through the refunding of the 2014 Bonds, will be deposited with Computershare Corporate Trust, as escrow agent and trustee for the 2014 Bonds (the “Escrow Agent”), pursuant to an Escrow Agreement, dated as of _________ 1, 2025, by and between the City and the Escrow Agent. Amounts so deposited will be applied to the purchase of certain federal securities (“Escrow Securities”), the principal of and interest on which will be sufficient to redeem the 2014 Bonds on __________, 2025 at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon (collectively, the “Refunding Amount”).

On the date of delivery of the 2025 Bonds, the City will receive a report from _____________ verifying the adequacy of (i) the mathematical computation concerning the adequacy of the maturing principal amounts of and interest earned on the Escrow Securities to pay the Refunding Amount, and (ii) the mathematical computations of the yield on the 2025 Bonds and the yield on the Escrow Securities purchased with portion of the proceeds of the sale of the 2025 Bonds.

The report of such independent arbitrage consultants will include the statement that the scope of their engagement was limited to verifying the mathematical accuracy of the computations contained in such schedules provided to them and that they have no obligation to update their report because of events occurring or data or information coming to their attention subsequent to the date of their report.

Upon such deposit, the 2014 Bonds will no longer be deemed to be outstanding under the Indenture of Trust relating to the 2014 Bonds, and all obligations of the City with respect to the 2014 Bonds shall cease and terminate, except for the obligation of the City to cause the amounts due on the 2014 Bonds to be paid from funds on deposit in the escrow fund.
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4 Estimated Sources and Uses of Funds
The estimated sources and uses of funds relating to the 2025 Bonds are as follows:

Sources:

Principal Amount of 2025 Bonds
Original Issue Premium/Discount

TOTAL SOURCES
Uses:

Deposit to Escrow Fund
Deposit to Costs of Issuance Fund(1)

TOTAL USES
______________________
(1) Costs of Issuance include legal fees, fees of the Municipal Advisor, underwriter’s discount, bond insurance and reserve surety premiums, printing costs, rating agency fees and other miscellaneous expenses.

DEBT SERVICE SCHEDULE
Annualized debt service on the 2025 Bonds is presented below.

Bond Year
Ending
June 1 Principal of 2025 Bonds Interest of 2025 Bonds Total Bond Debt Service Total:
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5 Annualized debt service on the 2025 Bonds and Existing Parity Obligations is presented below.

Bond Year
Ending
June 1 2018 Bonds 2021 SRF Loan 2025 Bonds Total
2026 $2,157,000 --
2027 2,155,500 --
2028 2,165,500 --
2029 2,161,250 $3,383,209
2030 2,158,250 3,383,209
2031 2,156,250 3,383,209
2032 2,160,000 3,383,209
2033 2,163,200 3,383,209
2034 2,163,200 3,383,209
2035 -- 3,383,209
2036 -- 3,383,209
2037 -- 3,383,209
2038 -- 3,383,209
2039 -- 3,383,209
2040 -- 3,383,209
2041 -- 3,383,209
2042 -- 3,383,209
2043 -- 3,383,209
2044 -- 3,383,209
2045 -- 3,383,209
2046 -- 3,383,209
2047 -- 3,383,209
2048 -- 3,383,209
2049 -- 3,383,209
2050 -- 3,383,209
2051 -- 3,383,209
2052 -- 3,383,209
2053 -- 3,383,209
2054 -- 3,383,209
2055 -- 3,383,209
2056 -- 3,383,209
2057 -- 3,383,209
2058 -- 3,383,209
Total: $19,440,150 $101,496,270
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6 THE 2025 BONDS
Authority for Issuance
The 2025 Bonds are authorized pursuant to the provisions of Sections 53570 et seq. and 53580 et seq. of the California Government Code, a resolution adopted by the City Council of the City on July 29, 2025, and the Indenture.

General Provisions
Bond Terms. The 2025 Bonds will be dated their date of delivery and issued in fully registered form without coupons in denominations of $5,000 or any integral multiple of $5,000, so long as no Bond has more than one maturity date. The 2025 Bonds will mature in the amounts and on the dates, and bear interest at the rates per annum, set forth on the inside cover page of this Official Statement.

Payments of Principal and Interest. Interest on the 2025 Bonds will be payable on June 1 and December 1 in each year, beginning December 1, 2025 (each an “Interest Payment Date”) to the person whose name appears on the Bond Registration Books as the Owner thereof as of the fifteenth (15th) calendar day of the month immediately preceding an Interest Payment Date (the “Record Date”). While the 2025 Bonds are subject to the book-entry system, the principal, interest and any prepayment premium with respect to a Bond will be paid by the Trustee to DTC for subsequent disbursement to beneficial owners of the 2025 Bonds.

If there exists a default in payment of interest due on any Interest Payment Date, interest will be payable on a payment date established by the Trustee to the persons in whose names the 2025 Bonds are registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Trustee to the Owners of the 2025 Bonds not less than 15 days preceding such special record date.

Principal of and premium (if any) on any Bond will be paid upon presentation and surrender thereof at the Principal Corporate Trust Office of the Trustee. Both the principal of and interest and premium (if any) on the 2025 Bonds will be payable in lawful money of the United States of America.

Calculation of Interest. The 2025 Bonds will be dated the Closing Date and bear interest based on a 360-day year comprised of twelve 30-day months from the Interest Payment Date next preceding the date of authentication thereof, unless said date of authentication is an Interest Payment Date, in which event such interest is payable from such date of authentication, and unless said date of authentication is prior to November 15, 2025, in which event such interest is payable from the Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond will bear interest from the date to which interest has previously been paid or made available for payment thereon in full.

No Redemption
The 2025 Bonds are not subject to redemption prior to maturity.

Book-Entry Only System
The 2025 Bonds will be issued as fully registered bonds in book-entry only form, registered in the name of Cede & Co. as nominee of DTC, and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple of $5,000, under the book-entry system maintained by DTC. While the 2025 Bonds are subject to the book-entry system, the principal, interest and any prepayment premium with 589
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7 respect to a Bond will be paid by the Trustee to DTC, which in turn is obligated to remit such payment to its DTC Participants for subsequent disbursement to Beneficial Owners of the 2025 Bonds. Purchasers of the 2025 Bonds will not receive certificates representing their interests therein, which will be held at DTC.

See “APPENDIX E – DTC AND THE BOOK-ENTRY ONLY SYSTEM” for further information regarding DTC and the book-entry system.

BOND INSURANCE
[TO COME]
SECURITY FOR THE 2025 BONDS
Pledge of Net System Revenues
First and Exclusive Lien on Net System Revenues. The 2025 Bonds and Obligations (as defined in Appendix A) of the Wastewater System shall be secured by a first pledge of all Net System Revenues.

Under the Indenture, the City transfers, places a charge upon, assigns and sets over to the Trustee, for the benefit of the Owners, that portion of the Net System Revenues which is necessary to pay the principal of and interest on the 2025 Bonds in any Fiscal Year, together with all moneys on deposit in the Debt Service Fund, and such portion of the Net System Revenues is irrevocably pledged to the punctual payment of the principal or Redemption Price of and interest on the 2025 Bonds. The Bonds and any Obligations of the Wastewater System will be equally secured by a pledge charge and lien upon the Net System Revenues, without priority for number or date. The Net System Revenues may not be used for any other purpose while any of the 2025 Bonds or Obligations of the Wastewater System remain Outstanding, except that out of Net System Revenues there may be apportioned and paid such sums for such purposes, as are expressly permitted by the Indenture, including Additional Obligations. See “SECURITY FOR THE 2025 BONDS – Additional Obligations.” This pledge constitutes a first, direct and exclusive charge and lien on the Net System Revenues for the payment of the principal of and interest on the 2025 Bonds in accordance with the terms thereof.

Net System Revenues. The Indenture defines Net System Revenues as System Revenues less the Maintenance and Operation Costs of the Wastewater System. “System Revenues” means, for any Fiscal Year or other period, all rates, fees, and charges received for, and all other income and receipts derived by the City from, the operation of the Wastewater System or arising from the Wastewater System, determined in accordance with generally accepted accounting principles, including all proceeds of insurance covering business interruption loss relating to the Wastewater System, investment earnings on such amounts, and all other money howsoever derived by the City from the operation of the Wastewater System or arising from the Wastewater System; provided, however, that System Revenues will include fees and charges collected during such Fiscal Year or other period, but only to the extent that such fees and charges could be properly expended on a Wastewater System Project for which the proceeds were used or are available to be used. “Maintenance and Operation Costs” means, for any Fiscal Year or other period, the reasonable and necessary costs spent or incurred by the City for maintaining and operating the Wastewater System, calculated in accordance with generally accepted accounting principles, including (among other things) the reasonable expenses of management and repair and other expenses necessary to maintain and preserve the Wastewater System in good repair and working order, and including Administrative Costs, salaries and 590
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8 wages of employees, payments to employee retirement systems (to the extent paid from System Revenues), overhead, insurance, taxes (if any), fees of auditors, accountants, attorneys, or engineers, and insurance premiums, and including all other reasonable and necessary costs of the City or charges required to be paid by it to comply with the terms of the 2025 Bonds, the Indenture, or any Additional Obligations, including any amounts required to be deposited in the Rebate Fund pursuant to the tax certificate, but excluding in all cases (i) depreciation and replacement and obsolescence charges or reserves therefor, (ii) amortization of intangibles or other bookkeeping entries or non-cash expenditures of a similar nature, (iii) costs of capital additions, replacements, betterments, extensions, or improvements to the Wastewater System, which under generally accepted accounting principles are chargeable to a capital account or to a reserve for depreciation, (iv) charges for the payment of principal and interest on any general obligation bond heretofore or hereafter issued for Wastewater System purposes, and (v) charges for the payment of any debt service on the Obligations or on any obligation subordinate to the Obligations.

Existing Parity Obligations
The City previously issued its Wastewater Revenue Refunding Bonds, Series 2018 (the “2018 Bonds”), currently outstanding in the aggregate principal amount of $15,740,000. In 2021, the City also entered into a Construction Installment Sale Agreement (as amended in 2025, the “SRF Loan”) with the State Water Resources Control Board, which authorizes the City to draw up to $88,601,724 to finance the City of Oxnard treatment plant rehabilitation projects. As of May 31, 2025, the City had drawn down approximately $21 million under the SRF Loan. Repayment of the SRF Loan commences upon the construction completion date, which is currently expected to occur in Fiscal Year 2028-29. Repayment of the 2018 Bonds and the SRF Loan (collectively, the “Existing Parity Obligations”) are secured by Net System Revenues on a parity with the 2025 Bonds.

Wastewater Revenue Fund
In order to carry out and effectuate the pledge and lien of Net System Revenues to payment of debt service on the 2025 Bonds, the City will covenant and agree in the Indenture that all System Revenues, when and as received, will be held by the City in trust and will be deposited by the City in its Wastewater Revenue Fund (the “Wastewater Revenue Fund”) and will be accounted for through and held in trust in the Wastewater Revenue Fund, and the City will only have such beneficial right or interest in any of such money as provided in the Indenture. All System Revenues will be accounted for separately and apart from all other money, funds, accounts or other resources of the City.

All System Revenues will be transferred, disbursed, allocated and applied solely to the uses and purposes set forth below:
(1) Maintenance Operating Costs. The City will first pay from the moneys in the Wastewater Revenue Fund the budgeted Maintenance and Operation Costs as such costs become due and payable.
(2) Debt Service Fund. At least five days prior to each Interest Payment Date, the City shall transfer Net System Revenues to the Trustee for the purpose of paying the 2025 Bonds. Not later than the first Business Day preceding each date on which principal of or interest on the 2025 Bonds becomes due and payable, the Trustee will transfer from the Debt Service Fund and deposit into the following respective accounts (each of which the Trustee will establish and maintain within the Debt Service Fund), the following amounts in the following order of priority, the requirements of each such account at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:
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9 (i) Interest Account. The Trustee will deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to be at least equal to the amount of interest becoming due and payable on such Interest Payment Date on all 2025 Bonds then Outstanding.
(ii) Principal Account. The Trustee will deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the 2025 Bonds coming due and payable on such Interest Payment Date.
(iii) Reserve Account. In the event that the amount on deposit in the Reserve Account at any time becomes less than the Reserve Requirement, the Trustee will promptly notify the City of such fact. Promptly upon receipt of any such notice, the City will transfer to the Trustee an amount sufficient to maintain the Reserve Requirement of the Reserve Account. If there will then not be sufficient Net System Revenues on deposit in the Wastewater Revenue Fund to transfer an amount sufficient to maintain the Reserve Requirement of the Reserve Account, the City will be obligated to continue making transfers as Net System Revenues become available in the Wastewater Revenue Fund until there is an amount sufficient to maintain the Reserve Requirement of the Reserve Account.

No such transfer and deposit need be made to the Reserve Account so long as there will be on deposit therein a sum at least equal to the Reserve Requirement. All money in the Reserve Account will be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account, the Principal Account and Sinking Account in such order of priority, in the event of any deficiency at any time in any of such accounts or for the retirement of 2025 Bonds then Outstanding, except that so long as the City is not in default hereunder, any amount in the Reserve Account in excess of the Reserve Requirement will be withdrawn from the Reserve Account semiannually on or before four (4) Business Days preceding each June 1 and December 1 by the Trustee and deposited in the Interest Account. All amounts in the Reserve Account on the Business Day preceding the final Interest Payment Date will be withdrawn from the Reserve Account and will be transferred either (i) to the Interest Account, the Principal Account and Sinking Account, in such order, to the extent required to make the deposits then required to be made pursuant to the Indenture or, (ii) if the City will have caused to be transferred to the Trustee an amount sufficient to make the deposits required by the Indenture, then, at the Request of the City, such amount will be transferred as directed by the City.

The Reserve Requirement with respect to the 2025 Bonds will be satisfied by the delivery of the Reserve Policy to the Trustee. The Trustee will credit the Reserve Policy to the Reserve Account. Under the terms and conditions of the Reserve Policy, the Trustee will deliver to the Insurer a demand for payment under the Reserve Policy in the required form at least five Business Days before the date on which funds are required for the purposes set forth in the Indenture. The Trustee will comply with all of the terms and provisions of the Reserve Policy for the purpose of assuring that funds are available thereunder when required for the purposes of the Reserve Account, within the limits of the coverage amount provided by the Reserve Policy. All amounts drawn by the Trustee under the Reserve Policy will be deposited into the Reserve Account and applied for the purposes thereof. The City will reimburse the Insurer for all draws under Reserve Policy in accordance with the terms of the Reserve Policy and the Indenture. (iv) Equal Rights. It is the intention of the City that the 2025 Bonds will be secured by and payable from all moneys deposited in the Wastewater Revenue Fund on an 592
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10 equal basis. To the extent that moneys deposited in the Wastewater Revenue Fund are insufficient to pay debt service on the 2025 Bonds and Obligations of the Wastewater System as it becomes due, the 2025 Bonds and Obligations of the Wastewater System will be payable on a pro-rata basis from all available moneys deposited in the Wastewater Revenue Fund. Additionally, any moneys which remain in the Debt Service Fund after payment of principal of and interest on the 2025 Bonds and Obligations of the Wastewater System will be used to pay the Insurer for any other unpaid advances under the Reserve Policy.

All interest earnings and profits or losses on the investment of amounts in the Debt Service Fund (described below) will be deposited in or charged to the Debt Service Fund and applied to the purposes thereof. No transfer and deposit need be made into the Debt Service Fund if the amount contained therein, taking into account investment earnings and profits, is at least equal to the Interest Requirement or Principal Installments to become due on the next Interest Payment Date or Principal Installment Date upon all Outstanding Bonds.
(3) Surplus. As long as all of the foregoing payments, allocations and transfers are made at the times and in the manner described above in subsections (1) and (2), any moneys remaining in the Wastewater Revenue Fund may at any time be treated as surplus and applied for any lawful purpose.

Reserve Account
A Reserve Account will be established under the Indenture for the 2025 Bonds in an amount equal to the Reserve Requirement. The “Reserve Requirement” is defined as an amount equal to, at any date of determination, the least of (i) ten percent (10%) of the original par amount of the 2025 Bonds, (ii) Maximum Annual Debt Service with respect to the 2025 Bonds, or (iii) 125% of average annual debt service on the 2025 Bonds; provided, further that the City may meet all or a portion of the Reserve Requirement by depositing a Qualified Reserve Account Credit Instrument meeting the requirements of the Indenture.

The City will satisfy the Reserve Requirement with respect to the 2025 Bonds by depositing the Reserve Policy (as defined herein) in the Reserve Account in accordance with the Indenture.

In the event that the amount on deposit in the Reserve Account at any time becomes less than the Reserve Requirement, the Trustee will promptly notify the City of such fact. Promptly upon receipt of any such notice, the City will transfer to the Trustee an amount sufficient to maintain the Reserve Requirement of the Reserve Account. If there will then not be sufficient Net System Revenues on deposit in the Wastewater Revenue Fund to transfer an amount sufficient to maintain the Reserve Requirement of the Reserve Account, the City will be obligated to continue making transfers as Net System Revenues become available in the Wastewater Revenue Fund until there is an amount sufficient to maintain the Reserve Requirement of the Reserve Account. No such transfer and deposit need be made to the Reserve Account so long as there will be on deposit therein a sum at least equal to the Reserve Requirement. All money in the Reserve Account will be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account, the Principal Account and Sinking Account in such order of priority, in the event of any deficiency at any time in any of such accounts or for the retirement of the 2025 Bonds then Outstanding, except that so long as the City is not in default hereunder, any amount in the Reserve Account in excess of the Reserve Requirement will be withdrawn from the Reserve Account semiannually on or before four (4) Business Days preceding each June 1 and December 1 by the Trustee and deposited in the Interest Account. All amounts in the Reserve Account on the Business Day preceding the final Interest Payment Date will be withdrawn from the Reserve Account and will be transferred either (i) to the Interest Account, the Principal Account and Sinking Account, in such order, to the extent required to make the 593
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11 deposits then required to be made pursuant to the Indenture or, (ii) if the City will have caused to be transferred to the Trustee an amount sufficient to make the deposits required by the Indenture, then, at the Request of the City, such amount will be transferred as directed by the City.

The Reserve Requirement with respect to the 2025 Bonds will be satisfied by the delivery of the Reserve Policy to the Trustee. The Trustee will credit the Reserve Policy to the Reserve Account. Under the terms and conditions of the Reserve Policy, the Trustee will deliver to the Insurer a demand for payment under the Reserve Policy in the required form at least five Business Days before the date on which funds are required for the purposes set forth in the Indenture. The Trustee will comply with all of the terms and provisions of the Reserve Policy for the purpose of assuring that funds are available thereunder when required for the purposes of the Reserve Account, within the limits of the coverage amount provided by the Reserve Policy. All amounts drawn by the Trustee under the Reserve Policy will be deposited into the Reserve Account and applied for the purposes thereof. The City will reimburse the Insurer for all draws under Reserve Policy in accordance with the terms of the Reserve Policy and the Indenture.

The City is not obligated to replace Reserve Policy or to fund the Reserve Account with cash if, at any time that the 2025 Bonds are Outstanding, amounts are not available under the Reserve Policy other than in connection with a draw on the Reserve Policy.

Rate Covenants
The City will make the following covenants in the Indenture with respect to charges for the Wastewater System:

The City will fix, prescribe, and collect fees, rates, and charges for the Wastewater System which will be at least sufficient to yield during each Fiscal Year Net System Revenues equal to the sum of one hundred twenty percent (120%) of the Debt Service for such Fiscal Year and the amounts, if any, then due and owing to the Insurer under the Reserve Policy, if applicable. The City may make adjustments from time to time in such rates and charges and may make such classification thereof as it deems necessary, but will not reduce the rates and charges then in effect unless the Net System Revenues from such reduced rates and charges will at all times be sufficient to meet these requirements.

Under the Indenture the City may issue “Additional Obligations” (including without limitation long-term contracts, loans, sub-leases or other legal financing arrangements) of the City payable from and secured by a pledge of and lien upon any of the Net System Revenues) only in compliance with the following conditions.

Additional Obligations
In addition to the 2025 Bonds, the City may, by a “Additional Obligations Instrument” (as defined in Appendix A), issue or incur other loans, advances or indebtedness payable from Net System Revenues to be derived from the Wastewater System, to provide financing for the Wastewater System, in such principal amount as may be determined by the City. The City may issue or incur any such Additional Obligations subject to the following specific conditions:
(a) there will not have occurred and be continuing an Event of Default under the terms of the Indenture.
(b) the City obtains or provides a certificate or certificates prepared by a Consultant showing that the estimated Net System Revenues for the twelve (12) calendar months following the date of 594
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12 incurring such Additional obligations will be at least equal to one hundred twenty percent (120%) of Debt Service on all Obligations to be outstanding immediately after the incurring of such Additional Obligations. (c) For purposes of the computations to be made as described above, the determination of the Net System Revenues:
(i) may take into account any increases in rates and charges that relate to the Wastewater System and will take into account any reduction in such rates and charges that will be effective prior to or at the time of incurring such proposed Additional Obligations; (ii) may take into account an allowance for any estimated increase in such Net System Revenues from any revenue producing additions to or improvements or extensions of the Wastewater System to be made with the proceeds of such Additional Obligations or with the proceeds of Obligations previously issued, as shown by a certificate of a Consultant; and (iii) Maintenance and Operation Costs of the Wastewater System will be deemed to be the same as for the prior twelve-month period, but adjusted, if deemed necessary by the Consultant, for any increased Maintenance and Operation Costs of the Wastewater System which are, in the judgment of the Consultant, essential to maintaining and operating the Wastewater System, including any additions or betterments thereto to be made with the proceeds of such Additional Obligations.

The certificate or certificates described above will not be required if the Additional Obligations being incurred are for the purpose of refunding then outstanding Obligations and at the time of the incurring of such Additional Obligations a certificate of an Authorized Official will be delivered showing that Maximum Annual Debt Service on all outstanding Obligations after the incurring of such Additional Obligations will not exceed Maximum Annual Debt Service on all Obligations outstanding prior to the incurring of such Additional Obligations.

Eminent Domain Proceeds
The Indenture provides that if all or any part of the Wastewater System is taken by eminent domain proceedings, the City will deposit all Net Proceeds with the Trustee in a special fund in trust and apply those funds to the cost of acquiring or constructing or financing Improvements to the Wastewater System if the following conditions are met:
(a) the City first secures and files with the Trustee a Certificate of the City showing (i) the estimated loss in annual Net System Revenues, if any, suffered, or to be suffered, by the City by reason of such eminent domain proceedings, (ii) a general description of the Improvements to the Wastewater System then proposed to be acquired or constructed by the City from such Net Proceeds, and (iii) an estimate of the additional Net System Revenues to be derived from such Improvements; and (b) the Trustee, on the basis of such Certificate of the City, determines that such additional Net System Revenues will sufficiently offset the loss of Net System Revenues, resulting from such eminent domain proceedings so that the ability of the City to meet its obligations under the Indenture will not be substantially impaired, which determination will be final and conclusive.

If these conditions are met, the City will then promptly proceed with the acquisition or construction or financing of such Improvements substantially in accordance with such Certificate of the City and payments therefor will be made by the Trustee from such Net Proceeds and from other moneys of the City 595
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13 lawfully available therefor, and any balance of such Net Proceeds not required by the City for these purposes will be deposited in the Wastewater Revenue Fund.

If these conditions are not met, then such Net Proceeds will be held in trust by the Trustee and applied to the payment of the 2025 Bonds and Outstanding Obligations of the Wastewater System on a pro rata basis as they become due by their terms, and, pending such application, such remaining moneys may be invested by the Trustee in the manner provided in the Indenture.

Casualty Insurance Proceeds
The City will covenant in the Indenture that it will at all times maintain such insurance on the Wastewater System as is customarily maintained with respect to works and properties of like character against accident to, loss of or damage to such works or properties. If any useful part of the Wastewater System is damaged or destroyed, such part will be restored to use.

The Net Proceeds of insurance against accident to or destruction of the physical Wastewater System will be used for repairing or rebuilding the damaged or destroyed portions of the Wastewater System (to the extent that such repair or rebuilding is determined by the City to be useful or of continuing value to the Wastewater System), and to the extent not so applied, will be held in trust by the Trustee and applied to the payment of the 2025 Bonds and Outstanding Obligations of the Wastewater System on a pro rata basis as they become due by their terms, and, pending such application, such remaining moneys may be invested by the Trustee in the manner provided in the Indenture.

Any such insurance must be in the form of policies or contracts for insurance with insurers of good standing and will be payable to the City, or may be in the form of self-insurance by the City. The City will establish such fund or funds or reserves as it determines, in its sole judgment, are necessary to provide for its share of any such self-insurance.

THE WASTEWATER SYSTEM
General
The Wastewater System provides wastewater treatment services for the residents of Oxnard, the neighboring City of Port Hueneme, the Channel Island Beach Community Services District, Las Posas Estates, the Naval Base Ventura County (Port Hueneme and Point Mugu), and the unincorporated areas of Ventura County known as El Rio and Nyeland Acres. Its principal facilities consist of a secondary wastewater treatment plant (the “Treatment Plant”) and an ocean outfall.

The City provides wastewater collection services for its residents and businesses. The City wastewater collection system includes over 400 miles of sewer pipelines and 15 wastewater pump stations.

The City of Port Hueneme, the Channel Island Beach Community Services District and the Naval Base Ventura County (Port Hueneme and Point Mugu) and El Rio and Nyeland Acres (together “Regional Partners”) comprise the wholesale customers of the City and have reserved a portion (20.25%) of the Treatment Plant’s capacity. The City calculates the wholesale rate of the Regional Partners through a cost of service study, which was last prepared in 2016. These Regional Partners provide their customers with collection services. The customers of the Regional Partners are not customers of the City.

Prior to 1977, the City had owned and operated a local sewage collection, treatment and disposal system. In 1976, following an action by the Los Angeles Regional Water Quality Control Board calling for the regional consolidation of wastewater treatment at the City’s treatment plant, the City and the City 596
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14 of Port Hueneme formed the Oxnard - Port Hueneme Regional Wastewater Treatment Authority (“OPHRWTA”) by means of a Joint Exercise of Powers Agreement dated August 17, 1976. OPHRWTA undertook a major reconstruction and expansion of the Oxnard Wastewater Treatment Plant that resulted in the Treatment Plant’s then reported design capacity of 22.6 million gallons per day (“MGD”).

In 1976, the City entered into a contract whereby the Treatment Plant was to be operated by the Ventura County Regional Sanitation District. In 1986, the City cancelled that contract and established an organization for direct City operation of the facility.

In 1991, the City completed the Treatment Plant Expansion Project which included the addition of a new secondary treatment system and several improvements to the existing treatment processes. This project increased the Treatment Plant’s design capacity from 22.6 MGD to 31.7 MGD.

In 2007, the City completed the New Headworks and Redwood Trunk Interceptor Sewer Projects.

The New Headworks Project consists of barscreens, aerated grit chambers, pump stations, and an odor control facility. The Redwood Trunk Interceptor Project consisted of the construction of approximately

7.25 miles of sewer lines ranging in size from 36-inch to 66-inch in diameter.

In 2017, the City completed the Public Works Integrated Master Plan which defined a long range capital improvement plan. The wastewater portion of the improvement plan, which includes major capital upgrades, was started in 2018 and is currently on-going. See “Capital Improvement Plan” below.

Governance
The Wastewater System is operated by the Wastewater Division, a unit of the Utility Section of the City’s Public Works Department. The Wastewater Division employs a staff of 82 full time equivalent employees. The Utility Section management team consists of an Assistant Public Works Director, a Wastewater Division Manager, a Wastewater Operations Manager, a Wastewater Collection Manager, a Maintenance Manager and a Technical Services Manager, among other management staff. The Assistant Public Works Director is responsible for the overall management of the Wastewater Division and the Water Division. The Wastewater Division Manager reports directly to the Assistant Public Works Director. The Wastewater Division Manager manages, coordinates, and directs the operation and maintenance of the wastewater and storm water programs. The Wastewater Operations Manager is responsible for the daily operation and the regulatory compliance of the wastewater treatment plant. The Wastewater Collections Manager is responsible for the maintenance of the City’s wastewater collection sewer lines and the Maintenance Manager is responsible for the maintenance of the wastewater treatment plant and 15 sewer lift stations. The Technical Services Manager provides regulatory compliance oversight to the City’s nonresidential sewer customers and the Regional Partners.

City Manager. Alex Nguyen serves as the City Manager and has 27 years of municipal experience handling issues such as homelessness, housing solutions, infrastructure funding solutions, and public works oversight. Mr. Nguyen previously served as Assistant City Manager for the City of Riverside as well as for the City of Alameda. Mr. Nguyen has worked with the City since July 2018.

Public Works Director. Michael Wolfe serves as the Public Works Director (PWD) and oversees a $461.5 million annual budget, a $700 million 5-year capital improvement program, and 540 staff members.

Mr. Wolfe is a licensed Civil Engineer in the State of California and has 17 years of municipal experience handling such things as capital improvement programs, water systems, sewer collection and treatment systems, and engineering design and construction. Mr. Wolfe previously served as Assistant City Manager/Public Works Director/City Engineer for the City of Moreno Valley, PWD/City Engineer for the City of Yorba Linda, and Deputy PWD/Water Manager for the City of Orange. 597
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15 Assistant Public Works Director. Timothy Beaman serves as the Assistant Public Works Director and oversees the Water and Wastewater Divisions. Mr. Beaman is a licensed Civil Engineer in the State of California and has 11 years of municipal experience handling planning, design, and construction, specifically for sewer collection, wastewater treatment plants, water resources, and water distribution systems. Mr. Beaman started at the City as a senior engineer and was promoted from an engineering division manager to his current position. His municipal experience includes serving as a civil engineer for Carpinteria Valley Water District, Mesa Water District, and South Coast Water District and previously worked as an engineering consultant in the private sector.

Wastewater Division Manager. Jan Hauser serves as the Wastewater Division Manager responsible for the overall management, operation, maintenance and long-term capital improvement plan for the Wastewater System. Mr. Hauser has been in his current position for nearly 7 years and has over 43 years of professional experience with nearly 35 in the public water and wastewater industry. Mr. Hauser is a registered Professional Engineer in the State of Michigan. Over his career he has managed other public sector water and wastewater utilities and worked in the private sector for large multi-national engineering consulting firms.

Employees and Employee Benefits
The wastewater collection, operations, maintenance, technical services, and storm water staff members are represented by the International Union of Operating Engineers (“IUOE”). The current memorandum of understanding between the City and IUOE expired on June 30, 2025.

The administrative, laboratory staff and a wastewater engineer are represented by the Service Employees International Association (“SEIU”). The current memorandum of understanding between the City and SEIU expired on June 30, 2025.

The managers and supervisors are represented by Oxnard Mid Manager’s Association (“OMMA”).

The current memorandum of understanding between the City and OMMA expired on June 30, 2025.

Terms of each of the existing memorandum of understanding will continue to apply until a new agreement is negotiated.

See Appendix F for information with respect to the City’s pension plans and other post-employment benefits. For Fiscal Year 2023-24, the Wastewater System was responsible for approximately $1,625,929 in California Public Employees' Retirement System pension costs (unfunded actuarial liability (“UAL”) and Normal Cost) and $354,485 in Public Agency Retirement Services (“PARS”) pension costs (Single Employer Plan and ERIP – Early Retirement Incentive Plan). 598
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16 Service Area and Customers
The following table shows the history of flow through the Treatment Plant, broken down according to its major user groups, for Fiscal Years 2019-20 through 2023-24.

TABLE 1

OXNARD WASTEWATER TREATMENT PLANT

AVERAGE DAILY FLOW (MILLIONS OF GALLONS PER DAY)
Fiscal
Year Oxnard
Port
Hueneme
Channel
Island
Beach
CSD
Las
Posas
Estates
Naval
Base
Ventura
County
Other
Unincorporated Total
2019-20 17.16 2.11 0.92 0.16 0.69 0.45 21.49
2020-21 13.44 1.30 0.92 0.16 0.46 0.45 16.73
2021-22 14.08 1.26 0.33 0.07 0.47 0.48 16.70
2022-23 13.54 1.26 0.24 0.07 0.52 0.81 16.44
2023-24 14.00 1.32 0.27 0.07 0.60 0.80 17.05
____________________
Source: City of Oxnard
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17 The following table shows the annual growth in the number of the Wastewater System’s active service accounts.

TABLE 2

WASTEWATER SYSTEM

ACTIVE SERVICE ACCOUNTS
Date
Residential
Accounts
Commercial
Accounts
Industrial
Accounts
Total
Accounts
Percentage
Increase
12/31/20 37,558 2,513 36 40,107 --
12/31/21 37,662 2,533 34 40,229 0.30%
12/31/22 37,690 2,510 36 40,236 0.02
12/31/23 37,792 2,508 37 40,337 0.25
12/31/24 37,935 2,497 35 40,467 0.32
_____________________
Source: City of Oxnard
[Remainder of Page Intentionally Left Blank]
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18 The Wastewater System’s 10 largest wastewater customers in order of billing for the Fiscal Year ending June 30, 2024 are listed in the following table:

TABLE 3

WASTEWATER SYSTEM

TEN LARGEST CUSTOMERS BY ORDER OF BILLING
FISCAL YEAR ENDING JUNE 30, 2024
Customer Name
Twelve-Month
Billing
Through
June 30, 2024
Percent of Total
Revenue
Procter & Gamble $1,140,171 2.68%
Boskovitch Farms 819,478 1.93
New Indy 566,733 1.33
City of Oxnard Desalter 471,151 1.11
Duda Farms 251,043 0.59
Saticoy Lemon 243,440 0.57
JM Smuckers 230,495 0.54
Puretec 183,650 0.43
Terminal Freezers Fs 159,315 0.37
Gills Onions 149,175 0.35
Total: $4,214,651 9.91%
_____________________
Source: City of Oxnard
Capital Improvement Plan
The City’s wastewater utility has planned for the renewal, replacement, and improvement of capital facilities and infrastructure to meet current and future system needs. These capital improvements are expected to be financed from ongoing, annual appropriations, or financed through the sale of revenue bonds, grants or the clean water state revolving fund (CWSRF). In the case of bond financing, the resulting debt service becomes an annual requirement for the purpose of calculating wastewater utility user fees.

The City has identified capital improvements that must be addressed to reduce risk associated with the wastewater facilities, increase operational efficiency and reliability, address issues of sustainability and performance, and respond to increasing regulatory requirements. The City Public Works Integrated Master Plan (the “Master Plan”), prepared in May 2017, found significant deficiencies that warrant many repairs and replacements to the City’s existing treatment plant.

After the completion of the Master Plan, the City refined its long-term Capital Improvement Plan (“CIP”). At the time the Master Plan was prepared, the long-term CIP included $309 million in treatment plant and collections systems projects aimed at addressing emergency concerns and rehabilitating or replacing aging infrastructure. The projects included in the CIP were planned in three phases based on priority and timing of implementation.

Phase 1, completed in 2020, addressed high risk facilities that, if they were to fail, would result in health and safety concerns or negatively impact the wastewater treatment plant functionality. 601
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19 Phase 2 which began in 2020 and is on-going, is nearly 60% complete. This phase includes constructing a new main electrical building and a new storage building; security improvements; and the rehabilitation of electrical systems, digesters, primary clarifiers, secondary treatment systems, and headworks. The total cost of Phase 2 is approximately $100M and is being funded with grants, a CWSRF loan and available funds. This phase is scheduled to be completed by January 1, 2028.

Projects and their related costs identified in Phase 3 of the Master Plan are shown in the following table:

Project Previous FY 26 FY 27 FY 28 FY 29
Gravity Sewer Improvements (3) $6,414,608
Lift Station Improvements (1, 2) 6,080,000
Manhole Rehabilitation (3) 3,810,000 $500,000
UPRR Central Trunk Sewer Pipe Replacement
(2) 3,250,528 3,000,000
Digester Rehabilitation (2) 600,000 1,000,000 7,000,000 1,500,000 $7,000,000 Effluent Pump Station Improvements (2) 7,250,000 7,000,000 Headworks VFD (3) 4,000,000
Interstage Pump Station Improvements (1) 1,140,000 1,000,000 5,000,000 5,000,000 2,000,000 Maintenance Building Expansion (2) 3,350,000 14,150,000 3,250,000 Primary Clarifiers & Activated Sludge
Rehabilitation (3,4) 24,152,584 20,174,145
Reliability Project (3, 4) 66,683,221
Secondary Settling Tank Rehabilitation (2,3) 1,948,477 3,800,000 2,400,000 2,400,000 Outfall Repair (1) 1,500,000
Total $130,179,418 $43,624,145 $24,650,000 $8,900,000 $9,000,000 _________________
(1) Planning
(2) Design
(3) In Construction
(4) CWSRF Funded
The City is expected to fund the $86.2 million CIP over the next five years utilizing a combination of available funds, CWSRF financing, and grants. As part of the CIP approval process, Public Works staff evaluates the current capital projects for the City’s wastewater utility. This is done on a two-year cycle for and presented to the City Council for their review and approval. It is also done during the off year of the two year cycle for any clean-up items and/or new projects that may arise between the two-year period.

Insurance
The City provides general liability and workers' compensation insurance under self-insurance programs with an annual limit per occurrence of $1 million for each program. The City purchases $200 million insurance coverage for workers' compensation each year. The City contracts with outside service agencies to assist in the administration of the self-insurance programs. 602
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20 In August 1988, the City adopted a resolution to execute a Joint Powers Agreement (“JPA”) creating the Big Independent Cities Excess Pool Joint Powers Authority (“BICEP”), a risk management pool. Through BICEP, five cities share the cost of insuring catastrophic general liability losses incurred by the members for claims between $1 million and $25 million, thereby eliminating the need for individual excess commercial insurance policies. The purpose of the JPA is to jointly fund the purchase of reinsurance and the provision of necessary administrative services. Such administrative services may include, but shall not be limited to, risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claims adjustment, and legal defense service. BICEP is governed by a five-member board of directors representing each member city. Each member is appointed and serves at the pleasure of the member City Council.

As of July 1, 2019, BICEP no longer offered “prospective” coverage for its members. The JPA remains in existence in order for BICEP to run-off the prior liabilities of members for the years in which coverage was provided.

In April of 2019, the City adopted a resolution to allow the City to join CSAC Excess Insurance Authority JPA, a risk management pool. In March 2020 CSAC Excess Insurance Authority rebranded to Public Risk Innovation, Solutions, and Management: PRISM (“PRISM”). Through PRISM, public entities across California share the cost of insuring catastrophic general liability losses incurred by the members for claims between $1million and $25 million thereby eliminating the need for individual excess commercial insurance policies. The purpose of the JPA is to jointly fund the purchase of reinsurance and the provision of necessary administrative services. Such administrative services may include, but shall not be limited to, risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claims adjustment, and legal defense service. PRISM is governed by a ten-member board of directors representing its public entity members. Each member is appointed by the public entity membership of PRISM for a two-year term.

The agreement with PRISM may be terminated with advanced notice provided that no bonds or other obligations of PRISM are outstanding. Upon termination of the agreement, all assets of BICEP shall (after payment of all unpaid costs, expenses, and charges incurred under the agreement) be distributed among the parties in accordance with the respective contributions of each participating city.

All funds of the City participate in general liability and workers' compensation insurance programs and make payments to internal service funds on the basis of loss experience and exposure.

Self-insured general liability claims are administered through a third-party administrator, with the City Attorney's approval required for settlements over $15,000. Litigated claims are settled directly through the City Attorney's Office.

The City's contribution to PRISM for general liability coverage in Fiscal Year 2024-25 was $3,056,129. During the past five-year period, the average claims filed each year for general liability amounted to 170 claims totaling $968,327 per year (an average of $5,630 per claim). In addition, there have been no insurance settlements that have exceeded the City's insurance coverage for each of the past three years.

Environmental Compliance
In the last seven years there has been only one (1) violation of the National Pollution Discharge Elimination System permit in effect at the time. On February 6, 2025, during a rain event, primary clarifiers #3 and #4 experienced a backup due to the primary effluent discharge gate at the diversion structure not being fully open. As a result, primary treated wastewater overflowed from the primary effluent side of the 603
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21 diversion structure to the secondary effluent side and subsequently made its way into the chlorine contact tank. The partially treated primary effluent was combined with chlorinated secondary effluent before discharge to the ocean. The bypass lasted slightly over one hour. No permitted water quality limits were exceeded during or after the event. The Regional Board investigated the incident, issued a Notice of Violation but no monetary fine. The cause of the bypass was determined and procedures put in place to address any future potential errors.

Sources of Wastewater System Revenues
The Wastewater System has two main sources of revenues: (i) monthly wastewater user charges billed and paid according to separate rate schedules for residential, commercial, industrial and wholesale (Regional Partners) accounts and (ii) wastewater connection fees billed and paid prior to the issuance of any building permit for the construction of new residential, commercial or industrial structures in the City.

Wastewater Rates and Charges
On May 23, 2017, the City Council adopted annual wastewater rate increases for Fiscal Years 2017- 18 through Fiscal Year 2021-22. Through Ordinance No. 2917, the adopted rates provide for 5.25% annual increases commencing on July 1, 2017 and then on January 1 of each year commencing January 1, 2018 through January 1, 2021. The adopted wastewater rates were set based on the findings and projections provided in the Wastewater Cost of Service Study completed in March 2017. The City has not adopted any rate increases since January 1, 2021.

The Public Works staff reviews revenues and expenditures on a monthly basis to ensure accuracy, that City Council approved budgets are being met, that revenues are following expectations, and there are no financial anomalies. In addition, the Wastewater Division has a rate consultant under contract and is actively working on a cost of service analysis.

The Regional Partners reserved a portion (20.25%) of the Treatment Plant’s capacity. The Regional Partners rates were determined in a cost of service rate study completed in 2016. The calculated rate is a wholesale rate and does not include debt service, collection system operation and maintenance costs and some administrative costs. Since debt service was not incorporated into the regional rate, each jurisdiction will be responsible for their share (based on purchased capacity) of the CWSRF funded portion of the capital improvements or approximately $17 million.

Aaron Starr v. City of Oxnard. In 2017, Aaron Starr, who was later elected to the City Council in November of 2024, filed suit against the City to challenge the legality of the City’s collection of infrastructure use fees paid by the City’s utility funds to the City’s General Fund. The suit called for the reimbursement of all infrastructure use fees paid to the City’s utility funds and eliminating the infrastructure use fee (“IUF”) charge in all future years.

In a series of decisions by the Ventura County Superior Court which culminated in its final ruling in July 2021 regarding the City’s IUF, the Court ordered the City to reimburse its utility funds a total of $36.5 million over a three-year period and to remove the IUF from utility charges effective in June 2021.

The court issued its writ of mandate without prejudice to the City developing and implementing a credible and reasonable means of imposing an IUF that complies with Proposition 218. Accordingly, the City has developed a new IUF methodology focused on street impacts of utility operations, but has only adjusted solid waste rates and fees to collect the new IUF. In May of 2025, the Ventura County Taxpayers Association and a City resident filed suit challenging the new IUF. Since the new IUF has not been imposed through rates and charges for wastewater service, the action filed in May of 2025 does not impact current System Revenues.
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22 Based on the Court’s order, the City no longer includes the IUF in the current Wastewater System rates and charges. The City has completed all payments and satisfied all aspects of the Court order in the 2017 IUF litigation matter.

Residential usage rates are levied on the basis of a flat monthly fee, currently $35.79 per month for single family detached residential units and variable rate fees based on 60% or 80% of metered potable water consumption depending on lot size. Similarly, multi-family customers are charged a flat monthly fee of $26.19 per unit for one to six units and $13.06 per unit for seven or more units and variable rate fees based on 90% of metered potable water consumption. Residents of Las Posas Estates are located outside of the City limit and are charged fixed charges pursuant to the Costs of Service Study. Single-family residential dwelling units located in Las Posas Estates are charged a flat monthly fee of $92.54. Multi-family residential dwelling units located in Las Posas Estates are charged a flat monthly fee of $64.59. As of September 1, 2021, residential usage variable rate fees are as follows:

TABLE 4

CITY OF OXNARD MONTHLY WASTEWATER USAGE RATES

RESIDENTIAL CUSTOMERS
(Rate Per Hundred Cubic Feet)
Type of Customer Usage Rate
Single Family Residential
0 to 9 HCF/Mo. $2.35
>9 to 18 HCF/Mo. 2.62
>18 HCF/Mo. 3.63
Single Family Residential (Large Lots)
0 to 16 HCF/Mo. $2.35
>16 to 25 HCF/Mo. 2.62
>25 HCF/Mo. 3.63
Multifamily, Multi-Unit Residential
0 to 6 units (1) $1.91
>6 to 12 units (1) 2.13
>12 units (1) 2.60
(1) Tiers for multifamily/multi-unit residential wastewater rates are variable and are determined by multiplying each tier by the number of units.

Source: City of Oxnard
605
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23 Commercial and industrial customers are billed on either a formula basis that includes both flow and water quality characteristics or a non-formula basis determined by a percentage of metered potable consumption.

TABLE 5

CITY OF OXNARD MONTHLY WASTEWATER USAGE RATES

COMMERCIAL AND INDUSTRIAL CUSTOMERS

INDUSTRIAL FORMULA
Category Rate
Flow Rate $3,655.42 per Million Gallons
BOD Rate 832.95 per Thousand Pounds
SS Rate 658.75 per Thousand Pounds

COMMERCIAL FORMULA
Rate Per Hundred Cubic Feet
Type of Customer Usage Rate
Commercial/School(1)
0 to 50 HCF/Mo. $4.19
>50 to 930 HCF/Mo. 5.23
> 930 HCF/Mo. 10.43
Restaurant(2)
0 to 20 HCF/Mo. $4.19
>20 to 160 HCF/Mo. 5.23
>160 HCF/Mo. 10.43
Laundry(3)
0 to 105 HCF/Mo. $4.19
>105 to 525 HCF/Mo. 4.63
> 525 HCF/Mo. 5.77
Los Posas Commercial(1)
0 to 50 HCF/Mo. $7.60
>50 to 930 HCF/Mo. 9.47
> 930 HCF/Mo. 18.91
(1) Variable charge based on 85% of metered potable water consumption. (2) Variable charge based on 80% of metered potable water consumption. (3) Variable charge based on 90% of metered potable water consumption.

Source: City of Oxnard
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24 A minimum monthly fee is charged to commercial customers and schools as follows:

Type of Customer Fee
Commercial $23.77
Restaurant 22.07
Laundry 109.35
School 83.42
Source: City of Oxnard
The following table shows how the City’s monthly wastewater usage charges for single family detached-unit residential customers compared with the monthly rates of some of its neighboring cities as of March 1, 2025:

TABLE 6

WASTEWATER SYSTEM

COMPARABLE MONTHLY WASTEWATER USAGE CHARGE FOR

AVERAGE SINGLE FAMILY DETACHED-UNIT RESIDENTIAL CUSTOMER City Monthly Charge(1)
Thousand Oaks $35.28
Port Hueneme 36.00
Moorpark (VC District No. 1)(2) 46.57
Simi Valley 55.85
Oxnard 56.94
Ventura (City of) 59.08
Ojai Valley Sanitation District 61.67
Camarillo 74.30
Channel Islands Beach CSD 97.70
Fillmore 103.36
Santa Paula 106.17
(1) Assumes 9 HCF monthly sewer flow for all volumetric billing. (2) Includes a $16.07 monthly reclaimed water service charge.

Source: City of Oxnard
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25 Wastewater Connection Fees
The City has also adopted wastewater connection fees. These fees consist of a wastewater treatment plant component and a wastewater conveyance system component. Current schedule of wastewater connection fees are as follows:

TABLE 7

WASTEWATER SYSTEM
SCHEDULE OF CONNECTION FEES(1)
Use Treatment Fee Conveyance Fee Total Fee
Single-Family Residence $3,798.00 $1,458.00 $5,256.00
Apartment 2,762.18 1,060.36 3,822.55
Mobile Home 2,186.73 839.45 3,026.18
Non-formula Commercial/Industrial 4,078.80 1,458.00 5,536.80 Commercial Laundry 4,539.00 1,458.00 5,997.00
Restaurants/Food Preparation 7,092.20 1,458.00 8,555.20 Formula Industrial User 7,279.40 1,458.00 8,737.40
(1) Based on a ¾” water service.

Source: City of Oxnard
Billing and Collection Procedures and Delinquencies
Customers are billed on a monthly basis for approximately 30 day periods. Bills are due upon presentation and are considered delinquent after 21 days. If the amount due is unpaid after 30 days, a late charge of 10% of the current charges is assessed. When late charges are assessed, a late notice is mailed to the customer stating the date their service will be terminated if the account is not brought current. The customer is allowed 21 days after the notice is mailed to pay, or a green door hanger (Disconnection Notice) is delivered to the service address. Ten working days prior to termination of service, a notice of closure is delivered to the service address and a notice fee of $15 is charged to the account. If the customer still does not pay, water service is terminated and a turn-off fee of $80 is charged to the account. The customer must pay outstanding fees and charges before water service is restored. Delinquencies during the past two years have been approximately 3% of the amount billed to customers. Balances that are over two years old are written off at the end of each year. The balances written off over the last two Fiscal Years have totaled less than 0.10% of total revenues in each year.

Financial Information
A copy of the most recent audited financial statements (the “Financial Statements”) of the City, including information on the Wastewater System, prepared by the City’s Finance Department and audited by Eadie & Payne LLP (the “Auditor”) is included as Appendix B hereto. The Auditor’s letter concludes that the Financial Statements present fairly, in all material respects, the financial position of the City as of June 30, 2024, and the results of its operations and the cash flows of its proprietary fund types for the year then ended in conformity with generally accepted accounting principles. The Financial Statements should be read in their entirety with particular emphasis on those pages dealing with the City’s enterprise funds.

The Auditor has not reviewed or audited this Official Statement.

The summary historical operating results contained under “Historical and Projected Operating Results and Debt Service Coverage” are derived from the Financial Statements (excluding certain non-cash items and after certain other adjustments) and are qualified in their entirety by reference to such statements, 608
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26 including the notes thereto. The Auditor has not reviewed or audited the summary operating results or any other portion of this Official Statement.

Historical and Projected Operating Results and Debt Service Coverage The following tables show a five-year historical summary of the Wastewater System’s operating results for Fiscal Years 2019-20 through 2023-24 together with the estimated figures for Fiscal Year 2024- 25 and projected figures for Fiscal Years 2025-26 through 2029-30. [Remainder of Page Intentionally Left Blank]
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27 TABLE 8

WASTEWATER SYSTEM
HISTORICAL OPERATING RESULTS AND DEBT SERVICE COVERAGE(1) 2020-21 2021-22 2022-23 2023-24 2024-25(1)

OPERATING REVENUES
Charges for Services $46,328,641 $45,164,950 $44,188,099 $42,520,399 $42,792,290 Connection Fees/Development Fees 1,837,067 1,222,958 1,152,549 2,809,487 499,093 Interest Income(2) 263,144 327,986 1,571,452 2,716,227 1,406,168 Miscellaneous and Reimbursements(3) 167,898 58,302 258,386 346,238 43,082 IUF Reimbursement(4) 1,498,408 3,596,180 2,996,816 2,838,194 -- Total Operating Revenues $50,095,158 $50,370,376 $50,167,302 $51,230,545 $44,740,633

OPERATING EXPENSES
Salaries and Wages, Net(5) $8,728,710 $9,739,423 $10,734,633 $11,721,561 $11,605,272 Contractual Services 1,366,520 2,071,085 4,649,894 2,984,942 3,031,893 Operating Supplies 2,483,016 2,649,399 3,294,600 3,535,141 4,260,148 Utilities 3,833,897 4,211,837 2,565,607 3,757,714 3,767,994 General and Administrative 5,432,236 4,389,923 3,438,483 3,996,141 4,060,168 Repairs and Maintenance 440,051 2,409,170 672,055 253,672 96,391 Less: Non-cash Bad Debt(6) (262,807) (1,322,254) (47,369) (183,757) -- Less: Capital(7) (534,105) (1,381,242) (362,803) (8,782) -- Total Operating Expenses $21,487,518 $22,767,341 $24,945,100 $26,056,632 $26,821,866 NET SYSTEM REVENUES $28,607,640 $27,603,035 $25,222,202 $25,173,913 $17,918,768

ANNUAL DEBT SERVICE
2014 Bonds $7,274,250 $7,270,500 $7,272,750 $7,270,250 $7,272,750 2018 Bonds 2,157,000 2,161,000 2,157,000 2,160,250 2,160,250 Total Annual Debt Service $9,431,250 $9,431,500 $9,429,750 $9,430,500 $9,433,000 DEBT SERVICE COVERAGE RATIO 3.03x 2.93x 2.67x 2.67x 1.90x _____________________________
(1) Estimated.
(2) Beginning in Fiscal Year 2022-23, interest income is reported net of non-cash fair market value adjustment. (3) Fiscal Years 2020-21 and 2021-22 amounts are shown net of non-cash fair market value adjustment. (4) Final IUF reimbursement occurred in Fiscal Year 2023-24. See “THE WASTEWATER SYSTEM – Wastewater Rates and Charges.” (5) Amounts shown are net of GASB 68 and GASB 75 adjustments. (6) Amounts represent non-cash bad debt expenses.
(7) Amounts represent capital charges, which are excluded from definition of Maintenance and Operation Costs.

Source: City of Oxnard
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28 TABLE 9

WASTEWATER SYSTEM

PROJECTED OPERATING RESULTS AND DEBT SERVICE COVERAGE
2025-26 2026-27 2027-28 2028-29 2029-30

OPERATING REVENUES
Charges for Services(1) $43,220,213 $43,652,415 $44,088,940 $44,529,829 $44,975,127 Connection Fees/Development Fees(2) 750,000 750,000 750,000 750,000 750,000 Interest Income(3) 630,000 630,000 630,000 630,000 630,000 Total Operating Revenues $44,600,213 $45,032,415 $45,468,940 $45,909,829 $46,355,127 OPERATING EXPENSES(4)
Salaries and Wages $11,895,404 $12,192,789 $12,497,609 $12,810,049 $13,130,300 Contractual Services 3,107,690 3,185,383 3,265,017 3,346,643 3,430,309 Operating Supplies 4,366,652 4,475,818 4,587,713 4,702,406 4,819,966 Utilities 3,862,194 3,958,749 4,057,718 4,159,161 4,263,140 General and Administrative 4,161,672 4,265,714 4,372,356 4,481,665 4,593,707 Repairs and Maintenance 98,801 101,271 103,803 106,398 109,058 Total Operating Expenses $27,492,413 $28,179,723 $28,884,216 $29,606,321 $30,346,479 NET SYSTEM REVENUES $17,107,801 $16,852,693 $16,584,724 $16,303,508 $16,008,648

ANNUAL DEBT SERVICE
2018 Bonds $2,157,000 $2,155,500 $2,165,500 $2,161,250 $2,158,250 2021 SRF(5)-- -- -- 3,383,209 3,383,209
2025 Bonds(6) 6,876,349 6,876,000 6,868,250 6,874,250 6,872,250 Total Annual Debt Service $9,033,349 $9,031,500 $9,033,750 $12,418,709 $12,413,709 DEBT SERVICE COVERAGE RATIO 1.89x 1.87x 1.84x 1.31x 1.29x _________________
(1) Charges for services projections are based on Fiscal Year 2024-25 estimates with approximately 1% annual increases. (2) Connection Fee revenues are projected at approximately 50% of the 5-year historical average. (3) Interest income is projected at approximately 50% of the 5-year historical average. (4) Operating expenses projections are based on Fiscal Year 2024-25 estimates with approximately 3% annual increases. Projected operating expenses exclude non-cash expenses and capital expenditures.
(5) Amounts assume full draw down of the SRF Loan of $88.6 million. (6) Preliminary; subject to change.

Source: City of Oxnard
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29 BOND OWNERS’ RISKS
The following describes certain special considerations and risk factors affecting the payment of and security for the 2025 Bonds. The following discussion is not meant to be an exhaustive list of the risks associated with the purchase of any 2025 Bonds and does not necessarily reflect the relative importance of the various risks. Potential investors in the 2025 Bonds are advised to consider the following special factors along with all other information in this Official Statement in evaluating the 2025 Bonds. There can be no assurance that other considerations will not materialize in the future.

Wastewater System Demand and Growth
There can be no assurance that the local demand for the services provided by the Wastewater System will be maintained at levels described in this Official Statement under the heading “THE WASTEWATER SYSTEM.” Reduction in the level of demand due to conservation efforts of the City, or other factors, could require an increase in rates or charges in order to produce Net System Revenues sufficient to comply with the City’s rate covenant in the Indenture. Such rate increases could increase the likelihood of nonpayment, and could also further decrease demand. There can be no assurance that any other entity with regulatory authority over the Wastewater System will not adopt further restrictions on operation of the Wastewater System.

Net System Revenues; Rate Covenants
Net System Revenues are dependent upon the demand for wastewater services, which can be affected by population factors, regulations, or problems with the City’s treatment facilities. There can be no assurance that wastewater service demand will be consistent with the levels contemplated in this Official Statement. A decrease in the demand for wastewater services could require an increase in rates or charges in order to comply with the rate covenants contained in the Indenture. The City’s ability to meet its rate covenants is dependent upon its capacity to increase rates without driving down demand to a level insufficient to meet debt service on the 2025 Bonds.

City Expenses
There can be no assurance that expenses of the City will be consistent with the levels contemplated in this Official Statement. Changes in technology, changes in quality standards, increases in the cost of operation or other expenses could require substantial increases in rates or charges in order to comply with the rate covenants in the Indenture. Such rate increases could drive down demand for wastewater and related services or otherwise increase the possibility of nonpayment of the 2025 Bonds.

Future Land Use Regulations
Development within the City’s service area is contingent upon the future construction and acquisition of a number of public improvements such as arterial streets, water distribution facilities, sewage collection and transmission facilities, drainage facilities and street lighting, as well as the necessary local in-tract improvements. The installation of the necessary infrastructure improvements and the construction of the residential development are subject to the receipt of discretionary approvals from a number of public agencies concerning the layout and design of the development, the nature and extent of the improvements, land use, health and safety requirements and other matters. The failure to obtain any such approval could adversely affect the planned land development within the City. 612
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30 In addition, there can be no assurance that land development operations within the City will not be adversely affected by future government policies, including, but not limited to, governmental policies to restrict or control development.

Proposition 218
Proposition 218, a state ballot initiative known as the “Right to Vote on Taxes Act” was approved by California voters on November 5, 1996 and, except for certain provisions that became effective on July 1, 1997, became effective on November 6, 1996. Proposition 218 added Article XIIIC, entitled “Voter Approval of Local Tax Levies” (“Article XIIIC”), and Article XIIID, entitled “Assessment and Property Related Fee Reform (“Article XIIID”), to the California Constitution. Article XIIIC and Article XIIID limit the imposition by a local government of “general taxes,” “special taxes,” “assessments” and “fees” or “charges.” The City is a local government within the meaning of Article XIIIC and Article XIIID.

Article XIIIC, provides, among other things, that the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local fee or charge. This extension of the initiative power is not limited by the terms of Article XIIIC to fees and charges imposed after November 6, 1996 and, absent other authority, could result in retroactive reduction in existing fees and charges. Although the terms “fees” and “charges” are not defined in Article XIIIC, the California Supreme Court, in BighornDesert View Water Agency v. Kari Verjil; E.W. Kelley (July 2006), has stated that there is no basis for excluding from Article XIIIC’s authorization any of the fees subject to Article XIIID. If fees or charges charged or collected by the City for its Wastewater System are subjected to the initiative process and the outcome of any initiative proceedings results in a reduction or repeal of such fees or charges, respectively, the ability of the Wastewater System to generate revenues sufficient to comply with the City’s covenants under the Indenture may be adversely affected. Furthermore, if voters were to approve an initiative lowering the City’s water rates, sewer rates, or other charges, the City would need voter approval before it could change the rate or charge that had been set by initiative. The City could, however, increase a charge that was not affected by initiative or to impose an entirely new charge without voter approval.

The California Supreme Court further stated in Bighorn that it was not holding that the initiative power is free of all limitations and was not determining whether the initiative power is subject to the statutory provision requiring that water service charges be set at a level that will pay debt service on bonded debt and operating expenses. Such initiative power could be subject to the limitations imposed on the impairment of contracts under the contract clause of the United States Constitution. On July 1, 1997, a bill was signed into law by the Governor of the State enacting Government Code Section 5854, which states:
“Section 3 of Article XIIIC of the California Constitution, as adopted at the November 5, 1996 general election, shall not be construed to mean that any owner or beneficial owner of a municipal security, purchased before or after that date, assumes the risk of, or in any way consents to, any action by initiative measure that constitutes an impairment of contractual rights protection by Section 10 of Article I of the United States Constitution.” Government Code Section 5854 appears to limit the voters’ power to repeal or reduce Wastewater System fees and charges if such reductions would interfere with the City’s payment of debt service on the 2025 Bonds. If Government Code Section 5854 becomes the subject of a challenge, however, no guarantee can be made that the courts will agree with such interpretation.

Article XIIID prohibits the assessment upon any parcel of property or upon any person “as an incident of property ownership” (defined to exclude fees for the provision of electrical or gas service) by a local government of any tax, assessment, fee or charge except voter-approved ad valorem property taxes and special taxes, fees or charges as a condition of property development, and assessments and “fees or charges for property related services” levied or imposed in accordance with the provisions of Article XIIID. 613
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31 Under Article XIIID, revenues derived from a “fee” or “charge” (defined as “any levy other than an ad valorem tax, a special tax or an assessment, imposed by a local government upon a parcel or upon a person as an incident of property ownership, including user fees or charges for a property related service”) may not exceed the funds required to provide the “property-related service” and may not be used for any purpose other than that for which the fee or charge was imposed. Further, the amount of a “fee” or “charge” may not exceed the proportional cost of the service attributable to the parcel, no “fee” or “charge” may be imposed for a service unless that service is actually used by, or is immediately available to, the owner of the property in question, and no “fee” or “charge” may be imposed for general governmental service where the service is “available to the public at large in substantially the same manner as it is to the property owners.”
In addition, in order for a “fee” or “charge” to be imposed or increased, Article XIIID provides that, among other things, the parcel upon which a fee or charge is proposed for imposition must be identified, the amount of the fee or charge proposed to be imposed on each such parcel must be calculated, written notice by mail of the proposed fee or charge must be provided to the “record owner” of each identified parcel, and a public hearing must be conducted upon the proposed fee or charge. If written protests against the proposed “fee” or “charge” are presented by a majority of owners of the identified parcels, the fee or charge may not be imposed. The California Supreme Court in Bighorn indicated that once a property owner or resident has paid the connection charges and has become a customer of a public water agency, all charges for water delivery incurred thereafter are charges for a property-related service, whether the charge is calculated on the basis of consumption or is imposed as a fixed monthly fee.

Accordingly, the imposition or increase of any fee or charge by the City for wastewater service will be the subject of such a majority protest. If such a majority protest occurs, the ability of the Wastewater System to generate revenues sufficient to comply with the City’s covenants under the Indenture may be adversely affected.

Article XIIID states that, beginning July 1, 1997, all “fees” or “charges” must comply with its provisions. It is unclear how the provisions of Article XIIID will be applied to fees or charges established prior to such date. It is also unclear how the provisions of Article XIIID will be applied to fees or charges established after such date but prior to the Bighorn decision.

As a result of the Bighorn decision, there can be no assurance that Proposition 218 will not limit the ability of the City to impose, levy, charge and collect increased fees and charges for wastewater service.

Numerous recent appellate court opinions interpret and apply Proposition 218 in the context of evaluating the validity of utility-related fees and charges. The City is unable to predict at this time how Proposition 218 will ultimately be interpreted by the courts and what, if any, further implementing legislation will be enacted, and there can be no assurance that Proposition 218 will not limit the future ability of the City to impose, levy, charge and collect increased fees and charges for wastewater service.

Constitutional Limit on Appropriations, Fees and Charges If a portion of the Wastewater System rates or connection charges were determined by a court to exceed the reasonable costs of providing service, any fee which the City charges may be considered to be a “special tax,” which under Articles XIIIA or XIIID of the California Constitution must be authorized by a two-thirds vote of the affected electorate. This requirement is applicable to the City’s rates for service provided by the Wastewater System. The reasonable cost of service provided by the Wastewater System has been determined by the State Controller to include depreciation and allowance for the cost of capital improvements. In addition, the State courts have determined that fees such as connection fees (capacity charges) will not be special taxes if they approximate the reasonable cost of constructing Wastewater 614
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32 System improvements contemplated by the local agency imposing the fee. Such court determinations have been codified in the Government Code of the State of California (Section 66000 et seq.).

Under Article XIIIB of the California Constitution, state and local government entities have an annual “appropriations limit” which limits their ability to spend certain moneys called “appropriations subject to limitation,” which consists of tax revenues, certain state subventions and certain other moneys, including user charges to the extent they exceed the costs reasonably borne by the entity in providing the service for which it is levying the charge. In general terms, the “appropriations limit” is to be based on certain Fiscal Year 1978/79 expenditures, and is to be adjusted annually to reflect changes in the consumer price index, population and services provided by these entities. Among other provisions of Article XIIIB, if an entity’s revenues in any year exceed the amount permitted to be spent, the excess would have to be returned by revising tax rates or fee schedules over the subsequent two years.

The City is of the opinion that the rates and use charges imposed by the City in connection with the Wastewater System do not exceed the costs it reasonably bears in providing such services.

Limitations on Remedies Available to Bondowners
The ability of the City to comply with its covenants under the Indenture and to generate Net System Revenues sufficient to pay principal of and interest on the 2025 Bonds may be adversely affected by actions and events outside of the control of the City, and may be adversely affected by actions taken (or not taken) by voters, property owners, taxpayers or payers of assessments, fees and charges. See “Proposition 218” above. Furthermore, any remedies available to the owners of the 2025 Bonds upon the occurrence of an event of default under the Indenture are in many respects dependent upon judicial actions, which are often subject to discretion and delay and could prove both expensive and time consuming to obtain.

In addition to the limitations on Bondholder remedies contained in the Indenture, the rights and obligations under the 2025 Bonds and the Indenture may be subject to the following: the United States Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect; usual equity principles which may limit the specific enforcement under State law of certain remedies; the exercise by the United States of America of the powers delegated to it by the Federal Constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State of California and its governmental bodies in the interest of serving a significant and legitimate public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the Owners of the 2025 Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation or modification of their rights.

Seismic Considerations
The City is located in a seismically active area of California. If there were to be an occurrence of severe seismic activity in the area of the City, there could be an interruption in the service provided by the Wastewater System, resulting in a temporary reduction in the amount of Net System Revenues available to pay debt service when due on the 2025 Bonds.

The Indenture does not require the City to maintain earthquake or flood insurance on the Wastewater System. The City, along with much of the State, shares a history of seismic activity and is thus listed as a “Zone 4” earthquake area in the Uniform Building Code. A Zone 4 designation has the most restrictive design requirements for new construction. The City standards for development, to which the 615
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33 components of the Wastewater System were subject, have been designed to reduce the risk to the public and adequately mitigate seismic hazards.

There are no known major faults within the City; however, there are several active faults located within radius of approximately 50 miles from the City including the San Andreas Fault and the San Gabriel Fault. Activity along these faults could potentially result in damage to buildings, roads, bridges and property within the City in the event of a major earthquake.

Cybersecurity
As a recipient and provider of personal, private and sensitive information, the City and its departments face multiple cyber threats including, but not limited to, hacking, viruses, malware and other attacks on computers and other sensitive digital networks and systems.

On April 6, 2020, the City was impacted by a ransomware cyberattack. When the City became aware of the cyber incident, it promptly took steps to secure and contain the system and identify the scope of the impact. The City immediately engaged multiple external cybersecurity professionals to assist in the containment, restoration, and investigation. The incident encrypted files on approximately 15% of the City’s approximately 1,500 Microsoft Windows computers. The City's financial system was not infected by the ransomware virus, as validated by outside security professionals. [There is no forensic evidence, to date, of any access or exfiltration of personal information or any of the City’s financial data.] While this attack initially impacted some of the City’s operations, the City did not incur any material financial consequences as a result of the incident. As part of the recovery and restoration process, the City implemented additional security measures to reduce the risk of future cyberattacks.

While the City is routinely maintaining its technology systems and continuously implementing new information security controls, no assurances can be given that the City’s security and operational control measures will be successful in guarding against all cyber threats and attacks. The results of any attack on the City’s computer and technology could negatively impact the City’s operations, and the costs related to such attacks could be substantial.

The City currently maintains cybersecurity insurance.

Wildfire Conditions
Although the City is not located in a very high fire hazard severity zone (as designated by the California Department of Forestry and Fire Protection), the County includes areas where there is high or extreme danger of wildfires during dry months and during periods of prolonged drought. In December 2017, the County, along with neighboring Santa Barbara County experienced a massive wildfire known as the Thomas Fire, which burned approximately 282,000 acres, destroyed over 1,000 structures, and damaged an additional 280 structures. Additionally, the County experienced the Easy Fire on October 30, 2019 which burned over 1,500 acres and required evacuations, and on November 1, 2019, the Maria Fire which burned more than 9,000 acres and required nearby evacuations. In August 2020, the County experienced the Holser Fire which burned over 3,000 acres and the Moc Fire which burned over 2,800 acres.

In recent years, portions of California have experienced wildfires that have burned hundreds of thousands of acres and destroyed thousands of homes and structures, even in areas not previously thought to be prone to wildfires. Such areas affected by wildfires are more prone to flooding and mudslides that can further lead to the destruction of homes. There can be no assurances that wildfires will not occur within the County or within the City.
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34 Climate Change
Numerous scientific studies on global climate change show that, among other effects on the global ecosystem, sea levels will rise, extreme temperatures will become more common and extreme weather events will become more frequent and more intense as a result of increasing global temperatures attributable to atmospheric pollution.

The Fourth National Climate Assessment, published by the U.S. Global Change Research Program in November 2018 (NCA4), finds that rising temperatures, sea level rise, and more frequent and intense extreme weather and climate-related events, as well as changes in average climate conditions, are expected to continue to increasingly disrupt and damage infrastructure, ecosystems, social systems, property, and regional economies and industries that depend on natural resources and favorable climate conditions.

Coastal portions of the City are located along the Pacific Ocean and have experienced rising sea levels which could cause severe flooding and the loss of property. Additionally, the City could be subject to impacts from tsunamis in the event of an earthquake occurring off-shore.

The City cannot predict the timing, extent, or severity of climate change and its impact on the City’s operations and finances. Also, additional actions to address climate change may be necessary and the City can give no assurances regarding the impact of such actions on the City’s operations and finances.

Environmental Regulation
The kind and degree of wastewater treatment which is effected through the Wastewater System is regulated, to a large extent, by the federal government and the State of California. Treatment standards set forth in federal and State law control the operations of the Wastewater System and mandate its use of technology. In the event that the federal government, acting through the Environmental Protection City, or the State of California, acting through the Department of Health Services, or additional federal or State legislation, should impose stricter wastewater quality standards upon the Wastewater System, the City’s expenses could increase accordingly and rates and charges would have to be increased to offset those expenses. It is not possible to predict the direction which federal or state regulation will take with respect to wastewater treatment standards, although it is likely that both will impose more stringent standards with attendant higher costs.

Global Health Emergencies
A pandemic, epidemic or outbreak of an infectious disease can have significant adverse health and financial impacts on global and local economies. For example, beginning in 2020, the COVID 19 pandemic negatively affected economic activity throughout the world, including the United States and the State of California. The initial impacts of stay-at home orders globally were unprecedented, with commerce, travel, asset values and financial markets experiencing disruptions worldwide. Due to the essential nature of the Wastewater System, the City did not experience a significant, materially adverse impact on its annual revenues or operations as a result of COVID 19. Moreover, while the declarations of COVID 19 as a public health emergency have been lifted, future pandemics and other widespread public health emergencies can and do arise from time to time. The City cannot predict whether another national or localized outbreak of highly contagious or epidemic disease in the future could negatively impact the City’s operations and finances and/or the economy of its service area.
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35 No Obligation to Tax
The obligation of the City to pay the principal of and interest on the 2025 Bonds does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The obligation of the City to pay principal of and interest on the 2025 Bonds does not constitute a debt or indebtedness of the City, the City, the State of California or any of its political subdivisions, within the meaning of any constitutional or statutory debt limitation or restriction.

Change in Law
The State has experienced budgetary shortfalls in recent Fiscal Years. The City cannot predict what actions will be taken in the future by the State Legislature and the Governor to deal with changing State revenues and expenditures, and it is possible that future legislation will impact revenues of local agencies. These developments at the State level will most likely adversely affect local governments.

However, the City does not currently anticipate that the State budget problems will materially adversely impact the operation of the City’s Wastewater System.

Geologic and Topographic
The value of the Wastewater System, and the ability to generate System Revenues, is contingent upon the ability of the City to deliver wastewater services to its customers. The financial stability of the City can be adversely affected by a variety of factors, particularly those which may affect infrastructure and other public improvements and private improvements and the continued habitability and enjoyment of such private improvements. Such additional factors include, without limitation, geologic conditions (such as earthquakes), topographic conditions (such as earth movements and floods) and climatic conditions (such as droughts and tornadoes). The City is in an active geological area.

Engineering standards require that some of these factors be taken into account, to a limited extent, in the design of improvements, including the Wastewater System. Some of these factors may also be taken into account, to a limited extent, in the design of other infrastructure and public improvements neither designed nor subject to design approval by the City. Design criteria in any of these circumstances are established upon the basis of a variety of considerations and may change, leaving previously-designed improvements unaffected by more stringent subsequently established criteria. In general, design criteria reflect a balance at the time of protection and the future costs of lack of protection, based in part upon a present perception of the probability that the condition will occur and the seriousness of the condition should it occur. Conditions may occur which may result in damage to improvements in varying degrees, and such damage may entail significant repair or replacement costs, and there can be no assurance that such repair or replacement will occur. Under any of these circumstances, the public and private improvements within the City in general may well depreciate or disappear, notwithstanding the establishment of design criteria for any such condition.

The area encompassed by the City, like that in much of California, may be subject to unpredictable seismic activity. Occurrence of earthquakes could cause an interruption of deliveries of wastewater services to and from the City until repairs could be effected, thus possibly diminishing the value of the Wastewater System and the amount of Net System Revenues.

The components of the Wastewater System are located in a flood insurance rate zone designated by the Federal Emergency Management Agency (“FEMA”) as “Zone B.” According to FEMA, Zones B, C, and X refer to flood insurance rate zones that are not within the 100-year floodplain and are therefore not considered to pose a flood hazard. The term “100-year flood” refers to the flood elevation that has a 618
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36 one percent chance of being equaled or exceeded in any given year. A base flood may also be referred to as a “100-year storm” and the area inundated during the base flood is sometimes called the “100-year floodplain.” The 100-year flood, which is the standard used by most federal and state agencies, is used by the National Flood Insurance Program as the standard for floodplain management and to determine the need for flood insurance.

Secondary Market for 2025 Bonds
There can be no guarantee that there will be a secondary market for the 2025 Bonds or, if a secondary market exists, that any 2025 Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon thenprevailing circumstances. Such prices could be substantially different from the original purchase price.

Federal Tax-Exempt Status of the 2025 Bonds
The Internal Revenue Code of 1986, as amended (the “Code”) imposes a number of requirements that must be satisfied for interest on state and local obligations, such as the 2025 Bonds, to be excludable from gross income for federal income tax purposes. These requirements include limitations on the use of Bond proceeds, limitations on the investment earnings on 2025 Bonds proceeds prior to expenditure, a requirement that certain investment earnings on the Bond proceeds be paid periodically to the United States and a requirement that the issuers file an information report with the Internal Revenue Service (the “IRS”).

The City has covenanted in certain of the documents referred to herein that they will comply with such requirements. Failure to comply with the requirements stated in the Code and related regulations, rulings and policies may result in the treatment of interest on the 2025 Bonds as taxable, retroactively to the date of issuance of such 2025 Bonds.

IRS Audit of Tax-Exempt Issues
The IRS has initiated an expanded program for the auditing of tax-exempt issues, including both random and targeted audits. It is possible that the 2025 Bonds will be selected for audit by the IRS. It is also possible that the market value of the 2025 Bonds might be affected as a result of such an audit of the 2025 Bonds (or by an audit of similar obligations).

Bond Insurance
In the event of default of the payment of the scheduled principal of or interest on the 2025 Bonds when all or some becomes due, the Trustee on behalf of any owner of the Bonds shall have a claim under the Policy for such payments. The Insurer may direct and must consent to any remedies with respect to the 2025 Bonds and the Insurer’s consent may be required in connection with amendments to any applicable documents relating to the 2025 Bonds.

The Insurer will have the ability to direct the actions of the Trustee, give consents and waivers, and take other actions without regard to the views of the Owners of any 2025 Bonds.

The S&P long-term ratings on the 2025 Bonds are dependent in part on the financial strength of the Insurer and its claims paying ability. The Insurer’s financial strength and claims paying ability are predicated upon a number of factors which could change over time. No assurance is given that the S&P long-term ratings of the Insurer and the ratings on the 2025 Bonds will not be subject to downgrade and 619
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37 such event could adversely affect the market price of the 2025 Bonds or the marketability (liquidity) for the 2025 Bonds. See “BOND INSURANCE” and “RATINGS” herein.

The obligations of the Insurer are unsecured contractual obligations and in an event of default by the Insurer, the remedies available may be limited by applicable bankruptcy law or state law related to insolvency of insurance companies.

Neither the City nor the Underwriter has made independent investigation into the claims paying ability of the Insurer and no assurance or representation regarding the financial strength or projected financial strength of the Insurer is given. Thus, when making an investment decision, potential investors should carefully consider the ability of the City to make debt service payments, the claims paying ability of the Insurer, particularly over the life of the investment. See “BOND INSURANCE” herein for further information regarding the Insurer and the Policy, which includes further instructions for obtaining current financial information concerning the Insurer.

Additional Obligations
As described in “SECURITY FOR THE 2025 BONDS – Additional Obligations” above, the Indenture permits the City to issue Additional Obligations, its obligations under which would be payable on a parity with the payment of debt service of the 2025 Bonds. In the event of a decline in Net System Revenues available to pay debt service on the 2025 Bonds, the existence of Additional Obligations could adversely affect the City’s ability to pay debt service on the 2025 Bonds.

TAX MATTERS
In the opinion of Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, compliance with certain covenants, interest on the 2025 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Code and is exempt from State of California personal income taxes. Bond Counsel is of the further opinion that interest on the 2025 Bonds is not a specific preference item for purposes of federal alternative minimum taxes imposed on individuals and corporations; however, interest on the Bonds is taken into account on determining the annual adjusted financial statement income of certain corporations for the purpose of computing the alternative minimum tax imposed on certain corporations.

The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the 2025 Bonds. The City has covenanted to comply with certain restrictions designed to insure that interest on the 2025 Bonds will not be included in federal gross income. Failure to comply with these covenants may result in interest on the 2025 Bonds being included in federal gross income, possibly from the date of original issuance of the 2025 Bonds. The opinion of Bond Counsel assumes compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the 2025 Bonds may adversely affect the value of, or the tax status of interest on, the 2025 Bonds.

Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the 2025 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Owners from realizing the full current benefit of the tax status of such interest. For example, legislative proposals are announced from time to time which generally would limit the exclusion from gross income of interest on obligations like the 2025 Bonds to some extent for taxpayers who are individuals and whose income is subject to higher marginal income tax rates. Other proposals have been made that could significantly reduce 620
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38 the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the 2025 Bonds. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the 2025 Bonds.

Prospective purchasers of the 2025 Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, and regarding the impact of future legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

Certain requirements and procedures contained or referred to in the Indenture, the tax certificate, and other relevant documents may be changed and certain actions (including, without limitation, defeasance of the 2025 Bonds) may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. Bond Counsel expresses no opinion as to the exclusion from gross income of interest on any Bond if any such change occurs or action is taken or omitted upon the advice or approval of counsel other than Best Best & Krieger LLP.

The IRS has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the 2025 Bonds will be selected for audit by the IRS.

It is also possible that the market value of the 2025 Bonds might be affected as a result of such an audit of the 2025 Bonds (or by an audit of other similar bonds).

Although Bond Counsel is of the opinion that interest on the 2025 Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on, the 2025 Bonds may otherwise affect a Owner’s federal or state tax liability. The nature and extent of these other tax consequences will depend upon the particular tax status of the Bond Owner or the Owner’s other items of income or deduction, and Bond Counsel expresses no opinion regarding any such other tax consequences.

A copy of the proposed form of opinion of Bond Counsel is attached hereto as Appendix D.

CERTAIN LEGAL MATTERS
Best Best & Krieger LLP, Bond Counsel, will render an opinion with respect to the validity of the 2025 Bonds, the form of which opinion is set forth in Appendix D. Bond Counsel has assumed no responsibility for the accuracy, completeness or fairness of the Official Statement. Certain legal matters will also be passed upon for the City by Best Best & Krieger LLP, as Disclosure Counsel. Certain legal matters will be passed upon for the City by its City Attorney.

FINANCIAL STATEMENTS
The City’s annual comprehensive financial report for the Fiscal Year ended June 30, 2024, included in Appendix B, have been audited by Eadie & Payne LLP (the “Auditor”). The Auditor was not requested to consent to the inclusion of its report in Appendix B and it has not undertaken to update its report or to take any action intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in the Official Statement, and no opinion is expressed by the Auditor with respect to any event subsequent to the date of its report.

MUNICIPAL ADVISOR
NHA Advisors, LLC, San Rafael, California, is employed as Municipal Advisor to the City in connection with the issuance of the 2025 Bonds. The Municipal Advisor’s fee for services rendered with respect to the sale of the 2025 Bonds is contingent upon the issuance and delivery of the 2025 Bonds. The Municipal Advisor does not assume any responsibility for the information, covenants and representations 621
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39 contained in any of the legal documents with respect to the federal income tax status of the 2025 Bonds, or the possible impact of any present, pending, or future actions taken by any legislative or judicial bodies.

The Municipal Advisor has provided the following sentence for inclusion in this Official Statement.

The Municipal Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Municipal Advisor does not guarantee the accuracy or completeness of such information.

RATINGS
In connection with the issuance and delivery of the 2025 Bonds, S&P Global Ratings (“S&P”) is expected to assign their municipal bond rating of “____” to the 2025 Bonds with the understanding that, upon delivery of such 2025 Bonds, a policy insuring the payment when due of the principal of and interest on the 2025 Bonds will be issued by ____________. S&P has assigned their underlying municipal bond rating of “____” to the 2025 Bonds. Such ratings reflect only the views of such organization and any desired explanation of the significance of such rating should be obtained from the rating agency furnishing the same. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that this rating will continue for any given period of time or that this rating will not be revised downward or withdrawn entirely by S&P, if in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of any rating obtained may have an adverse effect on the market price of the 2025 Bonds.

The City and the Underwriter have undertaken no responsibility either to bring to the attention of the owners of the 2025 Bonds any proposed change in or withdrawal of a rating or to oppose any such proposed revision or withdrawal, however. Any such downward change in or withdrawal of a rating might have an adverse effect on the market price or marketability of the 2025 Bonds.

LITIGATION
There is no controversy or litigation of any nature now pending against the City (with service of process having been completed), or to the knowledge of its officers, threatened, restraining or enjoining the issuance, sale, execution or delivery of the 2025 Bonds, or contesting the validity of the 2025 Bonds, any proceeds of the City, concerning the issuance or sale thereof, pledge or application of the money or security provided for payment of the 2025 Bonds, or the existence or powers of the City.

There are currently various litigation matters pending against the City. The City does not believe that these actions materially adversely affect the collection of System Revenues or the payment of debt service on the 2025 Bonds.

CONTINUING DISCLOSURE
The City has covenanted for the benefit of owners of the 2025 Bonds to provide certain financial information and operating data relating to the City and the Wastewater System by not later than March 31 of each year commencing with the report for the 2024-25 Fiscal Year (the “Annual Report”) and to provide notices of the occurrence of certain enumerated events. The Annual Report and the notices of enumerated events will be filed by the Dissemination Agent with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system (“EMMA”) or any successor assigned by the Municipal Securities Rulemaking Board or Securities and Exchange Commission. These covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”). The specific nature of the information to be contained in 622
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40 the Annual Report or the notices of enumerated events by the City is set forth in “APPENDIX C — FORM OF CONTINUING DISCLOSURE AGREEMENT.”
In the previous five years, the City failed to timely file the Annual Report related to one series of the City’s bonds. To ensure ongoing compliance by the City and its related entities with their continuing disclosure undertakings, the City has contracted with NHA Advisors, LLC. to assist the City in filing accurate, complete and timely disclosure reports on behalf of the City.

UNDERWRITING
The 2025 Bonds are being purchased by ______________ (the “Underwriter”). The Underwriter has agreed to purchase the 2025 Bonds at a purchase price of $_________ (which is equal to the principal amount of the 2025 Bonds ($________), plus/less an original issue premium/discount of $__________, less an underwriter’s discount of $_________).

The contract of purchase pursuant to which the 2025 Bonds are being purchased by the Underwriter provides that the Underwriter will purchase all of the 2025 Bonds if any are purchased. The obligation of the Underwriter to make such purchase is subject to certain terms and conditions set forth in the contract of purchase.

The Underwriter may offer and sell the 2025 Bonds to certain dealers and others at prices or yields different from the prices or yields stated on the cover page of this Official Statement. In addition, the offering prices or yields may be changed from time to time by the Underwriter.

EXECUTION
The execution of this Official Statement and its delivery have been authorized by the City Council of the City.

CITY OF OXNARD
By:

City Manager
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APPENDIX A

SUMMARY OF CERTAIN PROVISIONS

OF THE INDENTURE
Certain provisions of the Indenture are summarized below. This summary does not purport to be complete or definitive and is qualified in its entirety by reference to the full terms of the Indenture. 624
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APPENDIX B

ANNUAL COMPREHENSIVE FINANCIAL REPORT
FOR FISCAL YEAR ENDED JUNE 30, 2024
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APPENDIX C

FORM OF THE CONTINUING DISCLOSURE AGREEMENT
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APPENDIX D

FORM OF OPINION OF BOND COUNSEL
(Closing Date)
City of Oxnard
300 West Third Street
Oxnard, California 93030
Re: $___________ City of Oxnard Wastewater Revenue Refunding Bonds, Series 2025 Ladies and Gentlemen:

We have reviewed the Constitution and the laws of the State of California and certain proceedings taken by the City of Oxnard (the “City”) in connection with the issuance by the City of its $_________ Wastewater Revenue Refunding Bonds, Series 2025 (the “Bonds”). The Bonds have been issued under that certain Indenture of Trust, dated as of _________ 1, 2025 (the “Indenture”), by and between the City and Computershare Corporate Trust, as trustee and pursuant to the provisions of Article II (commencing with Section 53580) of Chapter 3 of Part I of Division 2 of Title 5 of the California Government Code (the “Refunding Law”). The City Council adopted its resolution approving the issuance of the Bonds on July ___, 2025 (the “Resolution”). The proceeds of the Bonds have been applied by the City to refinance certain improvements to the Wastewater System.

In such connection, we have reviewed the Indenture, the tax certificate of the City for the Bonds dated the date hereof (the “Tax Certificate”), certificates of the City and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein.

The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other events come to our attention after the date hereof. Accordingly, this opinion speaks only as of its date and is not intended to, and may not, be relied upon in connection with any such actions, events or matters. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the City. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to ensure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Bonds, the Indenture and the Tax Certificate and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies against cities and their subordinate entities in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the documents mentioned in the preceding sentence. Finally, we undertake no responsibility for the accuracy, 627
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completeness or fairness of the Official Statement or other offering materials relating to the Bonds and express no opinion with respect thereto.

All terms not defined herein have the meaning ascribed to those terms in the Indenture.

Based upon the foregoing, we are of the opinion, under existing law, that:

1. The Bonds have been duly and validly authorized by the City and are legal, valid and binding limited obligations of the City. The Bonds are secured and payable solely from sources provided therefor in the Indenture.

2. The Indenture has been duly authorized by the City, and constitutes the valid and legally binding obligation of the City enforceable against the City in accordance with its terms, as such enforcement may be limited by bankruptcy, insolvency, moratorium, transfer or conveyance or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases; provided, however, that we express no opinion with respect to any indemnification, contribution, choice of law or waiver provisions contained therein.

3. The Indenture creates a valid pledge of that which the Indenture purports to pledge, subject to the provisions of the Indenture, except to the extent that the enforceability of the Indenture may be limited by moratorium, bankruptcy, reorganization, fraudulent conveyance or transfer, insolvency or other laws affecting creditors’ rights generally, or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases.

4. The Internal Revenue Code of 1986, as amended (the “Code”), sets forth certain investment, rebate and related requirements which must be met subsequent to the delivery of the Bonds for the interest received by the owners of the Bonds to be and remain excluded from gross income for purposes of federal income taxation. Noncompliance with such requirements could cause the interest on the Bonds to be subject to federal income taxation retroactive to the date of delivery of the Bonds. Pursuant to the Indenture the City has covenanted to comply with the requirements of the Code. Assuming compliance with the aforementioned covenant, we are of the opinion that, under existing statutes, regulations, rulings and court decisions, the interest on the Bonds is excluded from gross income for purposes of federal income taxation. and interest on the Bonds is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations, however, interest on the Bonds is taken into account in determining the annual adjusted financial statement income of certain corporations for the purpose of computing the alternative minimum tax imposed on certain corporations. Although the interest on the Bonds is excluded from gross income for purposes of federal income taxation, the accrual or receipt of interest on the Bonds, or any portion thereof, may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend on the recipient’s particular tax status or other items of income or deduction. We express no opinion regarding any such consequences.

5. Interest on the Bonds is exempt from State of California personal income tax.

Respectfully submitted,
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APPENDIX E

DTC AND THE BOOK-ENTRY ONLY SYSTEM
The description that follows of the procedures and recordkeeping with respect to beneficial ownership interests in the Bonds, payment of principal of, premium, if any, and interest on the Bonds to Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interests in the Bonds, and other related transactions by and between DTC, Participants and Beneficial Owners, is based on information furnished by DTC which the City believes to be reliable, but the City does not take responsibility for the completeness or accuracy thereof. The City cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners either (a) payments of principal, premium, if any, and interest with respect to the Bonds or (b) certificates representing ownership interests in or other confirmation of ownership interests in the Bonds, or that they will so do on a timely basis or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Official Statement. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond will be issued for each maturity (and each individual yield in the case of bifurcated maturities) of the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com; provided that nothing contained in such website is incorporated into this Official Statement.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records.

Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as 629
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periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners.

Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Indenture. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit will agree to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the City or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time.

Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered to DTC. 630
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NEITHER THE CITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR

OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS

WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO DTC PARTICIPANTS,

INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS OR THE SELECTION OF BONDS FOR REDEMPTION.

DTC (or a successor securities depository) may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the City. The City, in its sole discretion and without the consent of any other person, may terminate the services of DTC (or a successor securities depository) with respect to the Bonds. The City undertakes no obligation to investigate matters that would enable the City to make such a determination. In the event that the book-entry system is discontinued as described above, the requirements of the Indenture will apply.

THE CITY AND THE UNDERWRITER CANNOT AND DO NOT GIVE ANY ASSURANCES

THAT DTC, THE PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL,

INTEREST OR PREMIUM, IF ANY, WITH RESPECT TO THE BONDS PAID TO DTC OR ITS

NOMINEE AS THE REGISTERED OWNER, OR WILL DISTRIBUTE ANY REDEMPTION NOTICES

OR OTHER NOTICES, TO THE BENEFICIAL OWNERS, OR THAT THEY WILL DO SO ON A

TIMELY BASIS OR WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CITY AND THE UNDERWRITER ARE NOT RESPONSIBLE OR LIABLE FOR

THE FAILURE OF DTC OR ANY PARTICIPANT TO MAKE ANY PAYMENT OR GIVE ANY

NOTICE TO A BENEFICIAL OWNER WITH RESPECT TO THE BONDS OR AN ERROR OR DELAY RELATING THERETO.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the City deems reliable, but the City takes no responsibility for the accuracy thereof.

DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, bond certificates are required to be printed and delivered as described in the Indenture.

The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered as described in the Indenture and payment of interest to each Owner who owns of record $1,000,000 or more in aggregate principal amount of Bonds may be made to such Owner by wire transfer to such wire address within the United States that such Owner may request in writing for all Interest Payment Dates following the 15th day after the Trustee’s receipt of such request.
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APPENDIX F

SELECTED REGIONAL ECONOMIC AND DEMOGRAPHIC DATA
The following information related to the City of Oxnard, the County of Ventura and the State of California is supplied for informational purposes only. The Bonds do not constitute a general obligation debt of the City of Oxnard (the “City”), and the City has not pledged its full faith and credit or its taxing power to the repayment of the Bonds.

General
The City is located in western Ventura County (the “County”) on the shore of the Pacific Ocean.

The City is approximately 65 miles northwest of the City of Los Angeles, 35 miles south of the City of Santa Barbara, and 6 miles south of the county seat of the County. The City is the largest city in the County, with a population estimated at 200,616 in 2024, accounting for over 24% of the County’s population. The City has a diversified economic base composed of agriculture and related business, retail, various services, and governmental agencies.

The City was incorporated as a general law city on June 30, 1903, and operates under a councilmanager form of government. The City is governed by a City Council consisting of six district-elected City Council seats (the term of the office is four years for all elected officials, with elections held every two years for three City Council seats at a time) and the Mayor (who is elected at large during presidential election years). The City Clerk (elected City-wide at the same time as the Mayor) manages the City Council and Committee meeting agenda process, official records, and elections.

Population
The following table shows the approximate changes in population in the City, the County, the State, and the United States for the years shown.

Population of
City, County, State, and United States
2020 through 2024 (1)
Year City County State United States
2020 201,908 843,808 39,521,958 331,577,720
2021 201,774 840,009 39,142,565 332,099,760
2022 200,499 835,032 39,142,414 334,017,321
2023 199,764 833,071 39,198,693 336,806,231
2024 200,616 835,427 39,431,263 340,110,988
___________________________________
(1) Estimates are as of July 1.

Sources: United States Bureau of the Census.
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Employment and Personal Income
The following table sets forth the unemployment rate, total personal income, and per capita income in the City for the periods shown.

City of Oxnard
Employment and Personal Income
(Fiscal Years 2019-20 through 2023-24)
Fiscal Year
Ended June 30
Unemployment
Rate
Personal
Income (in
thousands)
Per
Capita Income
2020 7.7 $4,756,228 $23,049
2021 9.3 4,986,380 24,362
2022 4.7 5,128,178 25,634
2023 4.5 5,363,539 27,160
2024 4.8 5,834,734 29,537
_________________________
Source: City’s Annual Comprehensive Financial Report, Fiscal Year Ended June 30, 2024.

The following table sets forth the top employers in the City as of June 30, 2024.

City of Oxnard
Top Employers
(As of June 30, 2024)
Employer Industry Number of Employees
Reiter Produce 2,651
Amazon Retail 2,427
Oxnard School District Education 2,180
Oxnard Union High School Education 1,774
St. John’s Regional Medical Center Medical 1,623
Haas Automation Manufacturer 1,505
City of Oxnard Government 1,490
Boskovich Farms Produce 629
Rio School District Education 603
Seed Beauty Retail 584
_________________________
Source: City’s Annual Comprehensive Financial Report, Fiscal Year Ended June 30, 2024. 633
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Taxable Retail Sales
The following table sets forth information regarding taxable sales in the City for each type of business for calendar years 2020 through 2024.

City of Oxnard
Taxable Retail Sales by Type of Business
2020 to 2024
(in thousands)
2020 2021 2022 2023 2024
Motor Vehicles and Parts Dealers $ 576,720,436 $ 636,172,333 $ 675,153,459 $ 686,041,372 $702,709,113 Home Furnishings and Appliance Stores 116,514,538 155,007,191 151,490,668 133,225,506 124,028,028 Building Materials, Garden Equipment & Supplies 244,526,289 268,065,948 252,897,373 248,730,388 253,169,226 Food and Beverage Stores 155,964,041 159,508,945 175,597,513 177,609,931 166,564,826 Gasoline Stations 150,726,338 216,003,623 278,722,994 251,968,396 245,729,302 Clothing and Clothing Accessories Stores 94,247,909 141,693,586 143,782,058 140,981,015 145,135,089 General Merchandise Stores 364,082,620 423,502,446 470,486,659 461,017,949 454,727,521 Food Services and Drinking Places 296,700,472 379,996,534 422,476,781 442,919,417 453,566,439 Other Retail Group 138,808,371 158,615,009 794,355,747 1,755,327,995 1,894,406,934 Total Retail and Food Services 2,138,291,014 2,538,565,615 3,364,963,252 4,297,821,969 4,440,036,478 All Other Outlets 618,190,924 754,325,716 778,271,254 719,208,595 658,657,956 Total All Outlets $2,756,481,938 $3,292,891,331 $4,143,234,506 $5,017,030,564 $5,098,694,434 ________________________
Source: California State Board of Equalization.

Transportation
The City is served by all major modes of transportation. Both U.S. Highway 101 and State Highway 1 pass through the City, linking it with the Los Angeles metropolitan area and Santa Barbara County. Rail passenger service is provided by AMTRAK, which has a station in the City. Two trains pass through daily in each direction and stop at the Oxnard station. Metrolink provides commuters from the Oxnard Transportation Center with several daily routes to the Los Angeles basin, including downtown Los Angeles.

Union Pacific Railroad provides freight rail service through the City. The Ventura County Railroad Company connects Port Hueneme, the Ormond Beach Industrial Area, the Naval Construction Battalion Center, and surrounding industrial areas to the Union Pacific line. The Port of Hueneme, owned and operated by the Oxnard Harbor District, is the only commercial deep-draft harbor between Los Angeles and San Francisco. The port has five 600- to 700-foot berths and a 35-foot entrance channel depth. The Channel Islands Harbor is a modern 3,000 slip boat marina, which also serves the Oxnard area in the capacity of a recreational marina and covers approximately 310 acres. The Oxnard Airport is operated by Ventura County as a general and commercial aviation airfield. The Oxnard Airport handles passenger as well as cargo services. Local bus service is provided by Gold Coast Transit, a regional public transit agency funded by the County and member cities. Service is available in Ojai, Ventura, Oxnard, and Port Hueneme.

The Greyhound bus line provides passenger and parcel service from its Oxnard station. A multi-modal transportation center located in downtown Oxnard brings together all these forms of transportation.

Education
There are 35 elementary, 8 junior high, and 5 senior high schools located in and immediately around the City, plus eight parochial and private schools. The City is served by Oxnard College, a California community college. The 119-acre campus is located on Rose Avenue between Channel Island Boulevard and Pleasant Valley Road. Oxnard College currently offers degree and certificate programs. The California State University campus at Channel Islands opened in fall 2002 and has a current enrollment of over 4,880 634
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students. In addition, the City has two campuses of the University of California at Santa Barbara and Los Angeles; one campus of the California State University at Northridge; and two private universities, Pepperdine and California Lutheran University. All of these institutions are within a 50-minute drive from the City.

Recreation
The City offers its residents a wide range of recreational facilities. The beach parks, marina, and neighborhood and regional parks add up to nearly 1,500 acres of park land. McGrath State Beach Park (located south of the Santa Clara River mouth) covers approximately 295 acres and includes over a mile of ocean frontage. Overnight camping and day picnics are the main use of that park. Oxnard Beach Park includes approximately 62 acres with concession stands and facilities for day picnics and sports. Silver Strand Beach (south of the Harbor entrance) and Hollywood Beach (north of the entrance) are day beach facilities. Channel Islands Harbor is a recreational boating marina administered by Ventura County. The City has over 30 neighborhood parks located throughout the City. A tennis and softball center is located at Community Center Park. Additionally, Wilson Park contains the largest senior citizen center in the TriCounty area.

The City owns River Ridge Golf Club, consisting of two 18-hole championship golf courses, the Vineyard Course and the Victoria Lakes Course. The City also owns a 1,600-seat Performing Arts Center located on Hobson Way in the center of the City.

Employee Relations
As of June 30, 2024, the City had approximately 1,490 full-time employees. Such amounts do not include the City’s temporary and seasonal workers. Temporary workers are not represented by an employee association.
2020 2021 2022 2023 2024
General Government 251 253 302 295 345
Police Officers 258 274 271 240 246
Police Civilians 115 84 87 122 127
Firefighters and Officers 124 123 121 144 144
Fire Civilians 7 10 13 18 19
Transportation 39 24 10 32 25
Community Development 62 62 63 66 66
Culture, Leisure, and Libraries 79 79 108 121 123
Water Utility 60 76 78 80 74
Waste Water Utility 74 77 79 92 77
Environmental Resources 173 195 199 197 179
Housing 71 71 69 65 65
Total 1,312 1,328 1,400 1,472 1,490
In accordance with the provisions of California Government Code Section 3500, the City participates in labor negotiations with its employee associations. The result of the negotiation processes are memorialized in a memoranda of understanding (“MOU”) reached between the City and the City employee 635
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associations. The table below lists the City’s six employee associations and the approximate membership as of June 30, 2022, as well as the unrepresented executive employees. [UPDATE] Unit/Affiliation
Number of
Members
MOU
Expiration
International Association of Fire Fighters 112 6/30/2021(1) International Union of Operating Engineers, Local No. 501 AFL-CIO 372 6/30/2025 Oxnard Mid Manager’s Association 146 6/30/2025
Oxnard Peace Officers Association 237 6/30/2024
Oxnard Public Safety Managers Association 19 6/30/2021(1) Services Employees International Union Local 721, CLC 283 6/30/2025 Unrepresented and Executive Employees 391 N/A
Elected Officials 9 N/A
________________________
(1) Negotiations ongoing.

Source: City.

Risk Management
The City provides general liability and workers’ compensation insurance under self-insurance programs with an annual limit per occurrence of $1 million for each program. Excess insurance in the layer of $1 million to $15 million per occurrence/$18 million annual aggregate is purchased for general liability claims and statutory coverage is purchased for workers’ compensation claims. The City contracts with outside service agencies to assist in the administration of the self-insurance programs. Estimated liabilities related to outstanding workers’ compensation and public liability claims, including estimates for incurred but not reported claims, are based upon actuarial studies and are recorded in internal service funds.

In August 1988, the City adopted a resolution to execute a Joint Powers Agreement (“JPA”) creating the Big Independent Cities Excess Pool Joint Powers Authority (“BICEP”), a risk management pool. Through BICEP, five cities (Oxnard, Ventura, Huntington Beach, Santa Ana, West Covina) share the cost of insuring catastrophic general liability losses incurred by the members for claims between $1 million and $25 million, thereby eliminating the need for individual excess commercial insurance policies. The purpose of this JPA is to jointly fund the purchase of reinsurance and the provision of necessary administrative services. Such administrative services may include, but shall not be limited to, risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claims adjustment, and legal defense service. BICEP is governed by a five-member board of directors representing each member city. Each member is appointed and serves at the pleasure of the member city council.

All funds of the City participate in general liability and workers’ compensation insurance programs and make payments to internal service funds on the basis of loss experience and exposure. The total unpaid claims and claims adjustment expense liability (long-term obligations) of $47,885,625, which includes the amounts identified below under “-General Liability” and “-Workers’ Compensation” recorded at June 30, 2024, is based on results of actuarial studies and includes an estimate for claims incurred but not reported at the balance sheet date. The City has not established a trust to offset such costs. Claims liabilities are calculated considering the effects of inflation, recent claims settlement trends including frequency and amount of payouts, and other economic and societal factors. General liability and workers’ compensation liabilities are carried at present value using a discount rate of 1.0%.

General Liability
The City is self-insured for general liability claims up to $1 million. The City purchases commercial excess liability insurance with limits of $25 million per occurrence. Self-insured general liability claims are 636
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administered through a third-party administrator, with the City Attorney’s approval required for settlements over $15,000. Litigated claims are settled directly through the City Attorney’s Office.

The City’s excess general liability insurance premium for Fiscal Year 2023-2024 (inclusive of brokerage fees) was $2,600,504. The total unpaid claims and claims adjustment expense liability (longterm obligations) recorded at June 30, 2024, was $7,644,424.

Workers’ Compensation
The City is self-insured for workers’ compensation claims up to $1 million. For claims over $1 million, the City has purchased excess workers’ compensation insurance through Public Risk Innovation, Solutions, and Management (formerly the CSAC Excess Insurance Authority, a California risk-sharing Joint Powers Authority). The claims are processed by a third-party administrator similar to general liability claims.

The City’s premium for workers’ compensation insurance coverage in Fiscal Year 2023-2024 was $623,535. The total unpaid claims and claims adjustment expense liability (long-term obligations) recorded at June 30, 2024, was $40,241,201.

Defined Benefit Pension Plans and Other Post-Employment Benefits A. Plan Description. The City contributes to the California Public Employees Retirement System (“CalPERS”), a multiple-employer public employee defined benefit plan which acts as a common investment and administrative agent for participating public entities within the State. The City’s membership is reported within four plans: Police Safety, Fire Safety, Miscellaneous (all other regular employees), and the Retirement Enhancement Plan (discussed in more detail below). The pension expense for all CalPERS’ plans totaled $35,606,744 for the year ending June 30, 2024. The total pension liabilities, fiduciary net position, and net pension liabilities for all plans as of June 30, 2024, are as follows:

Plan Total Pension Liability Fiduciary Net Position Net Position Liability Miscellaneous $592,398,664 $429,690,644 $162,708,020
Police Safety 478,214,410 363,847,193 114,367,217
Fire Safety 202,680,678 133,954,264 68,726,414
Retirement Enhancement 117,203,134 116,445,405 757,729
Totals 1,390,496,886 1,043,937,506 346,559,380
CalPERS issues a separate annual comprehensive financial report, and annual actuarial reports for the City’s retirement plans. Copies of CalPERS’ annual financial report may be obtained from their executive office at 400 “P” Street, Sacramento, California 95814; or at their website at http://www.calpers.ca.gov. The foregoing reference to an internet website is made for reference and convenience only; the information contained within the website has not been reviewed by the City and is not incorporated in this Official Statement by reference.

All City personnel are eligible to participate in CalPERS, becoming vested after five years of service. Employees who retire at or after age 50 with five years of credited service are entitled to retirement benefits.

The California Public Employees’ Pension Reform Act (“PEPRA”) went into effect on June 30, 2013. PEPRA requires new benefits and member contributions for CalPERS members hired after January 1, 2013. Employees who were CalPERS members before January 1, 2013, are considered “Classic Members”.
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Monthly retirement benefits are payable for life (“Pension Benefits”) in an amount equal to a specified percentage as follows:

Miscellaneous Employees
2% at age 55
2% at age 62
Police Employees
3% at age 50

2.7% at 57
Fire Employees
3% at age 50

2.7% at 57
B. Benefits Provided. CalPERS provides service retirement and disability benefits, annual costof-living adjustments, and death benefits to plan members (who must be public employees and beneficiaries). Benefits are based on years of credited service, equal to one year of full time employment.

C. Pension Benefits Calculation.

1. Classic Members. For employees hired on or before December 31, 2012, the benefits are calculated at the highest consecutive 12 months for miscellaneous employees and safety employees multiplied by a total number of years employed.

2. PEPRA Members. For employees hired January 1, 2013 or later, final compensation is the average annual pensionable compensation for a 36-consecutive-month period of employment.

D. Contributions. Section 20814(c) of the California Public Employees’ Retirement Law requires that the employer contribution rates for all public employers be determined on an annual basis by the actuary, and shall be effective on the July 1 following notice of a change in the rate. The total plan contributions are determined through the CalPERS’ annual actuarial valuation process. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The employer is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. Participants in the Miscellaneous and Safety plans are required to contribute a percentage of their annual covered salary. The City pays a portion of the contributions required of City employees on their behalf in accordance with respective MOUs. The City is required to contribute the actuarially determined remaining amounts necessary to fund the benefits for its members. The City’s total contributions to CalPERS for the Miscellaneous and Safety (Police and Fire) Plans were $46,530,524 for the year ending June 30, 2024.

1. Classic Members. For employees hired on or before December 31, 2012, required employee contributions to PERS are 7% of compensation for miscellaneous employees and 9% of compensation for safety employees, which the City currently pays for regular employees.

2. PEPRA Members. For employees hired on or after January 1, 2013, the required employee contributions to CalPERS are 6% of compensation for miscellaneous employees, 13.75% of compensation for Police safety employees, and 12.25% of compensation for Fire safety employees. The City is required to contribute the remaining amounts necessary to fund the benefits for its members using the actuarial basis recommended by the CalPERS actuaries and actuarial consultants, and adopted by the CalPERS Board of Administration.
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The following number of employees were covered by the benefit terms of the Plan as of June 30, 2023:

Plan Members Miscellaneous Plan Police Safety Plan Fire Safety Plan Active 978 208 134
Transferred 751 41 32
Terminated 1,463 48 20
Retired and Beneficiaries 1,209 323 145
Totals 4,401 620 331
E. Public Agency Retirement System Retirement Enhancement Plan (“PARS”). The City established a PARS effective January 1, 2003, for selected groups of miscellaneous employees (non-safety), Service Employees International Union (“SEIU”), International Union of Operating Engineers (“IUOE”), Management, and one of the two groups of Confidential employees. PARS is a defined benefit 401(a) taxqualified multiple agency trust. PARS meets the requirements of a pension trust under California Government Code. The plan provides supplemental retirement benefits in addition to CalPERS. Milliman is the PARS Trust Administrator. For employees meeting the eligibility requirements, the plan provides a benefit equal to the “3% at 60” plan factor (formula is a static 3% at age 60 and older), less the CalPERS “2% at 55” plan factors for all years of City service plus any military service purchased through CalPERS (prior to July 1, 2003) while an employee of the City. Eligibility for an immediate benefit is defined as reaching age 50, completing five years of service, and retiring concurrently from both the City and CalPERS after leaving City employment. In addition, a deferred benefit would be available to participants who complete five years of service. The City has full discretionary authority to control, amend, modify, or terminate this plan at any time. Employees and the City contribute a total of 8% of eligible employees’ gross wages. Current employee and City contributions by employee groups are as follows:

City
Contributions
Employee
Contributions
IUOE 2.7% 5.3%
SEIU 3.5 4.5
Management 3.0 5.0
Confidential 2.5 5.5
In addition, the City is required to contribute the remaining amounts necessary to fund the benefit to its members using the actuarial basis recommended by PARS actuarial consultants. This contribution for the Fiscal Year ended June 30, 2024 was 16.2% of eligible employee gross wages. The City’s payroll for employees covered by PARS for the year ended June 30, 2024, was $2,809,553. Milliman issues an annual financial report, which is on file with the City.

F. Early Retirement Incentive Plan. The City adopted a supplemental retirement plan to 48 eligible employees; this plan is administered by Matrix Trust Company. The level of benefit is 7% of the employee’s final base pay payable through the employee’s lifetime, with an option of payment for five to ten years at the employee’s election.

G. Post-Employment Benefits Other than Pensions (“OPEB”). Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality, and healthcare cost trends. Amounts determined regarding the funded status are subject to continual revisions as actual results are compared with past expectations and new estimates are made about the future. The 639
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City’s total OPEB of $71,242,861 was measured as of June 30, 2023, and was determined by an actuarial valuation as of June 30, 2023.

1. Retiree Health Insurance Plan. The City provides post-employment benefits for retired employees. Employees who retire from the City and receive a CalPERS pension are eligible for postemployment medical benefits. Retirees can enroll in any of the available CalPERS medical plans. This benefit continues for the life of the retiree and surviving spouse. Benefit provisions for CalPERS are established by the Public Employees Retirement Law (Part 3 of the California Government Code Section 20000 et seq.).

CalPERS issues a separate annual comprehensive financial report that includes financial statements and required supplementary information. Copies of the CalPERS annual financial report may be obtained from the PERS Executive Office, 400 “P” Street, Sacramento, California 95814, or at their website at http://www.calpers.ca.gov. The foregoing reference to an internet website is made for reference and convenience only; the information contained within the website has not been reviewed by the City and is not incorporated in this Official Statement by reference.

2. Public Employees Medical and Hospital Care Act (“PEMHCA”). The City contributes the minimum amount allowed under Government Code Section 22825 of the PEMHCA. The City’s required monthly contribution for calendar year 2024 was $151 per active member. The required contribution is based on pay-as-you-go financing requirements. Retirees must contribute any premium amounts in excess of the City contribution.
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APPENDIX G

SPECIMEN MUNICIPAL BOND INSURANCE POLICY
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2025

BOND PURCHASE AGREEMENT

CITY OF OXNARD
WASTEWATER REVENUE REFUNDING BONDS, SERIES 2025
_____, 2025
City of Oxnard
Insert address
Ladies and Gentlemen:

The undersigned, _______________________ (the “Underwriter”), offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the City of Oxnard (the “City”) which will be binding upon the City and the Underwriter upon the acceptance hereof by the City. This offer is made subject to its acceptance by the City by execution of this Purchase Agreement and its delivery to the Underwriter on or before 11:59 p.m., California time, on the date hereof. All terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Indenture (as hereinafter defined).

The City acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s length commercial transaction between the City and the Underwriter; (ii) in connection with such transaction, the Underwriter is acting solely as principal and not as agent or a fiduciaries of the City; (iii) the Underwriter has not assumed a fiduciary responsibility in favor of the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or are currently providing other services to the City on other matters); and (iv) the City has consulted with its own legal and financial advisors to the extent it has deemed appropriate.

Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City for offering to the public, and the City hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the Wastewater Revenue Refunding Bonds Series 2025 (the “Bonds”). The purchase price for the Bonds shall be $___________ (being the aggregate principal amount thereof ($___________), less an underwriter’s discount of $___________, and [plus/less] a [net] original issue [premium/discount] of $__________). 642
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2 Section 2. Description of the Bonds. The Bonds shall be issued pursuant to an Indenture of Trust (the “Indenture”) dated as of ____________ 1, 2025 by and between the City and Computershare Corporate Trust, as trustee (the “Trustee”) and pursuant to Sections 53570 et seq. and 53580 et seq. of the California Government Code (the “Refunding Bond Law”) and a resolution of the City adopted on _____, 2025 (the “Bond Resolution”). The Bonds shall be as described in the Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together with all exhibits and appendices included therein or attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter, is hereinafter called the “Official Statement”).

The Bonds are secured by a pledge of Net Revenues (as defined in the Indenture).

The Bonds are being issued to refund the $71,985,000 Wastewater Revenue Refunding Bonds Series 2014 (the “2014 Bonds”) issued by the City of Oxnard Financing Authority (the “Authority”) and the 2014 Installment Sale Agreement by and between the City and the Authority dated November 1, 2014 (the “2014 Installment Sale Agreement”) in accordance with an Escrow Agreement, dated as of ____________ 1, 2025 (the “Escrow Agreement”), by and among the City, the Authority and Computershare Corporate Trust, as escrow agent (the “Escrow Agent”).

Section 3. Public Offering and Establishment of Issue Price. (a) The Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the final Official Statement (as defined herein) and in Appendix A hereto and subject Section 3(c) and 3(d) hereof, the Underwriter reserves the right to change such initial public offering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices set forth in the Final Official Statement. A “bona fide public offering” shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. (b) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing (defined below) an “issue price” or similar certificate, together with copies of supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the City under this section to establish the issue price of the Bonds may be taken on behalf of the City by the City’s municipal advisor, NHA Advisors, LLC (the “Municipal Advisor”) and any notice or report to be provided to the City may be provided to the City’s Municipal Advisor.
(c) The City will treat the first price at which 10% of each maturity of the Bonds (the “10% Test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable 643
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3 periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each brokerdealer that is a party to such third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or brokerdealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a thirdparty distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party 644
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4 distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party; (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public); and (iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other).

Section 4. Delivery of Official Statement. The City has delivered or caused to be delivered to the Underwriter prior to the execution of this Purchase Agreement or the first offering of the Bonds, whichever first occurs, copies of the Preliminary Official Statement relating to the Bonds (the “Preliminary Official Statement”). Such Preliminary Official Statement is the official statement deemed final by the City for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the “Rule”), and approved for distribution by resolution of the City. The City shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Appendix B.

Within seven (7) business days from the date hereof, the City shall deliver to the Underwriter a final Official Statement, executed on behalf of the City by an authorized representative of the City and dated the date hereof, which shall include information permitted to be omitted by paragraph (b)(1) of the Rule and with such other amendments or supplements as shall have been approved by the City and the Underwriter.

The City will undertake, pursuant to the Indenture and a continuing disclosure agreement (the “Continuing Disclosure Agreement”), to provide certain annual financial information and notices of 645
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5 the occurrence of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement.

Section 5. The Closing. At 8:00 a.m., California time, on ____ __, 2025, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the City, the City and the Underwriter (the “Closing Date”), the City will deliver (i) the Bonds in definitive form to the Underwriter at The Depository Trust Company in New York, New York, or such other location as may be specified by the Underwriter, with CUSIP identification numbers printed thereon, in fully registered form and registered in the name of Cede & Co., and (ii) the closing documents hereinafter mentioned at the offices of Best Best & Krieger LLP, Riverside, California (“Bond Counsel”) or another place to be mutually agreed upon by the City, the City and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by federal funds wire payable to the order of the Trustee on behalf of the City. This payment and delivery, together with the delivery of the aforementioned documents, is herein called the “Closing.” The Bonds will be delivered in such denominations and deposited in the account or accounts specified by the Underwriter pursuant to written notice not later than five business days prior to Closing. The Bonds will be made available to The Depository Trust Company for inspection not less than 24 hours prior to the Closing.

Section 6. Representations, Warranties and Covenants. The City represents, warrants and covenants to the Underwriter that:
(a) Due Organization, Existence and Authority. The City is a public entity duly organized and existing under the laws of the State of California, with full right, power and authority to execute, deliver and perform its obligations under this Purchase Agreement, the Indenture, the Continuing Disclosure Agreement and the Escrow Deposit and Trust Agreement (together, the “City Documents”) and to carry out and consummate the transactions contemplated by the City Documents and the Official Statement.
(b) Due Authorization and Approval. By all necessary official action of the City, including but not limited to the Bond Resolution, the City has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations contained in, the City Documents and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, the City Documents will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally.

The City has complied, and will at the Closing be in compliance in all respects, with the terms of the City Documents.
(c) Official Statement Accurate and Complete. The Preliminary Official Statement was as of its date, and the final Official Statement is, and at all times subsequent to the date of the final Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the final Official Statement contain, and up to and including the Closing will contain, no misstatement of any material fact and do not, and up to and including the Closing will not, omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading; provided, however, no representation is made with respect to information therein relating to the Depository Trust Company and its book-entry only system, or the Insurer and its Policy. 646
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6 (d) Underwriter’s Consent to Amendments and Supplements to Official Statement.

The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds.
(e) No Breach or Default. As of the time of acceptance hereof and as of the time of the Closing, except as otherwise disclosed in the Official Statement, the City is not and will not be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States, or any applicable judgment or decree or any Indenture, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the City Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States, or any applicable judgment, decree, license, permit, indenture, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents.
(f) No Litigation. As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government authority, public board or body, is or will be pending or threatened (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the City Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the City and its authority to pledge the Net Revenues securing the Bonds; (iii) which may result in any material adverse change relating to the City; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the final Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the final Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence.

Section 7. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations, warranties and covenants herein and the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of the Closing. 647
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7 The Underwriter’s obligations under this Purchase Agreement to purchase and pay for the Bonds shall be subject to the following additional conditions:
(a) Bring-Down Representation. The representations, warranties and covenants of the City contained herein shall be true, complete and correct at the date hereof and at the time of the Closing, as if made on the date of the Closing.
(b) Executed Agreements and Performance Thereunder. At the time of the Closing (i) the City Documents shall be in full force and effect, and shall not have been amended, modified or supplemented except with the written consent of the Underwriter and (ii) there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated by the Official Statement and the City Documents. (c) Closing Documents. At or prior to the Closing, the Underwriter shall receive each of the documents identified in Section 8.

Section 8. Closing Documents. In addition to the other conditions to the Underwriter’s obligations under this Purchase Agreement to purchase and pay for the Bonds, at or before the Closing the Underwriter shall receive each of the following documents, provided that the actual payment for the Bonds by the Underwriter and the acceptance of delivery thereof shall be conclusive evidence that the requirements of this Section 8 shall have been satisfied or waived by the Underwriter. (a) Bond Opinion. An approving opinion of Bond Counsel dated the date of the Closing and substantially in the form appended to the Official Statement, together with a letter from such counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that the foregoing opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it.
(b) Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing substantially to the following effect:
(i) This Purchase Agreement has been duly authorized, executed and delivered by the City and constitutes the valid, legal and binding agreements of the City, enforceable in accordance with its terms.
(ii) the statements contained in the Official Statement under the captions “INTRODUCTION,” “THE 2025 BONDS,” “SECURITY FOR THE 2025 BONDS,” and “TAX MATTERS” and in Appendices A and D insofar as such statements expressly summarize certain provisions of the Bonds, the Indenture, the Escrow Agreement and the opinion of such firm concerning the exclusion from gross income for federal income tax purposes and exemption from State of California personal income taxes of interest on the Bonds, are accurate in all material respects. (iii) The Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and
(iv) the 2014 have been defeased and are no longer outstanding. 648
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8 (c) Disclosure Counsel Letter. The letter of Best Best & Krieger LLP, as disclosure counsel to the City (“Disclosure Counsel”) dated the Closing Date and addressed to the City and to the Underwriter, to the effect that, without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, but on the basis of their participation in conferences with representatives of the City, the Municipal Advisor and others, and their examination of certain documents, nothing has come to their attention which has led them to believe that the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the Closing Date contained or contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to: (i) the expressions of opinion, the assumptions, the projections, estimates and forecasts, the charts, the financial statements or other financial, numerical, economic, demographic or statistical data, assessed valuations or environmental matters contained in the Official Statement; (ii) any CUSIP numbers or information relating thereto; (iii) any information with respect to The Depository Trust Company and its book-entry system; (iv) any information contained in the appendices to the Official Statement; (v) any information incorporated by reference into the Official Statement; and (vi) any information with respect to the underwriter or underwriting matters with respect to the Bonds, including but not limited to information under the caption “UNDERWRITING”). (d) General Counsel Opinion. An opinion, dated the Closing Date and addressed to the Underwriter, City Attorney, to the effect that:
(i) to its current actual knowledge and except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or threatened, as to which the City is or would be a party, which would materially adversely affect the ability of the City to perform its obligations under the Bonds, the City Documents, or which seeks to restrain or enjoin the issuance, sale and delivery of the Bonds or exclusion from gross income for federal income tax purposes or State of California personal income taxes of interest on the Bonds, or the application of the proceeds thereof in accordance with the Indenture, or the collection or application of the Net Revenues to pay the principal of and interest on the Bonds, or which in any way contests or affects the validity or enforceability of the Bonds, the City Documents or the accuracy of the Official Statement, or any action of the City contemplated by any of said documents; (ii) the City is duly organized and validly existing as a public entity under the laws of the State of California and has full legal right, power and authority to issue the Bonds and to perform all of its obligations under the City Documents; (iii) the City has obtained all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which constitute a condition precedent to the issuance of the Bonds or the performance by the City of its obligations thereunder or under the Indenture, except that no opinion need be expressed regarding compliance with blue sky or other securities laws or regulations, whatsoever; and
(iv) the City has duly authorized, executed and delivered the City Documents and the Bonds and has duly authorized the preparation and delivery of the Official Statement.
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9 (e) Trustee/Escrow Agent Counsel Opinion. The opinion of counsel to the Trustee/Escrow Agent, dated the date of the Closing, addressed to the Underwriter, to the effect that:
(i) The Trustee/Escrow Agent is a national banking association, duly organized and validly existing under the laws of the United States of America, having full power to enter into, accept and administer the trust created under the Indenture and the Escrow Agreements. (ii) The Indenture and the Escrow Agreement have been duly authorized, executed and delivered by the Trustee/Escrow Agent and constitute the legal, valid and binding obligations of the Trustee/Escrow Agent enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedies are sought.
(f) City Certificate. A certificate of the City, dated the date of the Closing, signed on behalf of the City by the Director of Finance or other duly authorized officer of the City to the effect that:
(i) The representations, warranties and covenants of the City contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing and the City has complied with all of the terms and conditions of this Purchase Agreement required to be complied with by the City at or prior to the date of the Closing. (ii) No event affecting the City has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) Trustee/Escrow Agent’s Certificate. A certificate of the Trustee/Escrow Agent, dated the date of Closing, in form and substance acceptable to counsel for the Underwriter, to the following effect:
(i) The Trustee/Escrow Agent is duly organized and existing as a national banking association in good standing under the laws of the United States of America, having the full power and authority to enter into and perform its duties under the Indenture and the Escrow Agreement. (ii) The Trustee/Escrow Agent is duly authorized to enter into the Indenture and the Escrow Agreement.
(iii) To its best knowledge after due inquiry, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental agency, public board or body pending against the Trustee/Escrow Agent or threatened against the Trustee/Escrow Agent which in the reasonable judgment of the Trustee/Escrow Agent would affect the existence of the Trustee/Escrow Agent or in any way contesting or affecting the validity or enforceability of the Indenture or contesting the powers of the Trustee/Escrow Agent or its authority to enter into and perform its obligation under the Indenture and the Escrow Agreement. (h) Underwriter’s Counsel Letter. An opinion of counsel to the Underwriter, addressed to the Underwriter, in a form acceptable to the Underwriter; 650
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10 (i) Original Executed Documents. An original executed copy of each of the City Documents.
(j) Certificate re Continuing Disclosure. Written confirmation from the _____________________ in a form acceptable to the Underwriter that, except as disclosed in the Official Statement, the City has timely filed materially complete continuing disclosure reports with respect to its continuing disclosure requirements relating to Rule 15c2-12 in each of the last five fiscal years.
(k) Escrow Verification. An escrow verification report of ______________________, with respect to the refunding of the 2014 Bonds. (l) Additional Documents. Such additional certificates, instruments and other documents as Bond Counsel, Disclosure Counsel, Underwriter’s Counsel, the City or the Underwriter may reasonably deem necessary.

If the City shall be unable to satisfy the conditions contained in this Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as further set forth in Section 10.

Section 9. Termination Events. The Underwriter shall have the right to terminate this Purchase Agreement, without liability therefor, by notification to the City if at any time between the date hereof and prior to the Closing:
(a) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest that would be received by the holders of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof; (b) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds, including any or all underwriting arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws, rules or regulations as amended and then in effect; 651
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11 (c) any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City, its property, income, securities (or interest thereon), or the validity or enforceability of the City’s pledge of Net Revenues securing the Bonds; (d) any event occurring, or information becoming known, which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (e) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; (f) the declaration of a general banking moratorium by federal, State of New York or State of California authorities, or a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; (g) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (h) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred;
(i) there shall have been any material adverse change in the affairs of the City that in the Underwriter’s reasonable judgment will materially adversely affect the market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (j) there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a change to the net capital requirements of, underwriters established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order;
(k) a stop order, release, regulation, or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made to the effect that the issuance, offering, or sale of the Bonds, including all the underlying obligations as contemplated hereby or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act, and the Trust Indenture Act of 1939, as amended.
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12 Section 10. Expenses. The Underwriter shall be under no obligation to pay and the City shall pay or cause to be paid the expenses incident to the performance of the obligations of the City hereunder including but not limited to (a) the costs of the preparation and printing, or other reproduction (for distribution on or prior to the date hereof) of the City Documents and the cost of preparing, printing, issuing and delivering the definitive Bonds, (b) the fees and disbursements of any counsel, financial advisors, accountants or other experts or consultants retained by the City and the City; (c) the fees and disbursements of Bond Counsel and Disclosure Counsel; and (d) the cost of printing of the Preliminary Official Statement and any supplements and amendments thereto and the cost of printing of the Official Statement, including the requisite number of copies thereof for distribution by the Underwriter.

The Underwriter shall pay and the City shall be under no obligation to pay all expenses incurred by it in connection with the public offering and distribution of the Bonds, including but not limited to (a) reporting fees chargeable by the California Debt and Investment Advisory Commission, (b) the Underwriter Counsel’s fee, (c) CUSIP Service Bureau fees, and (d) transaction related financing team meeting and meal expenses.

Section 11. Notice. Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to such entity at the address set forth above. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to: [Name], [Address], Attention:
[Contact].

Section 12. Entire Agreement. This Purchase Agreement, when accepted by the City, shall constitute the entire agreement between the City and the Underwriter and is made solely for the benefit of the City and the Underwriter (including the successors or assigns of any Underwriter). No other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. All the City’s representations, warranties and agreements in this Purchase Agreement shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter.

Section 13. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 14. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

Section 15. Governing Law. The validity, interpretation and performance of this Purchase Agreement shall be governed by the laws of the State of California. 653
60302.00027\43901404.2
S-1
Error! Unknown document property name.

Section 16. No Assignment. The rights and obligations created by this Purchase Agreement shall not be subject to assignment by the Underwriter or the City without the prior written consent of the other parties hereto.
__________________________, as Underwriter
By:

Managing Director
Accepted as of the date first stated above:

CITY OF OXNARD
By:

Chief Financial Officer
Time: ____
654
60302.00027\43901404.2
A-1
Error! Unknown document property name.

APPENDIX A
Maturity Schedule of Bonds
Maturity Date
(June 1)
Principal
Amount
Interest
Rate Yield Price
10%
Test
Used
10% Test
Not
Satisfied
Hold the
Offering
Price
Used
655
60302.00027\43901404.2
B-1
Error! Unknown document property name.

APPENDIX B
$___________*

CITY OF OXNARD
WASTEWATER REVENUE REFUNDING BONDS, SERIES 2025
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents that he is the City of Oxnard (the “City”), and, as such, is duly authorized to execute and deliver this certificate and further hereby certifies that:
(1) this certificate is being delivered in connection with the sale and issuance of the Wastewater Revenue Refunding Bonds, Series 2025 (the “Bonds”) in order to enable the underwriter of the Bonds to comply with Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934, as amended (the “Rule”);
(2) in connection with the sale and issuance of the Bonds, there has been prepared a Preliminary Official Statement dated _____, 2025 setting forth information concerning the Bonds and the City (the “Preliminary Official Statement”); and
(3) except for the Permitted Omissions, the Preliminary Official Statement is deemed final within the meaning of the Rule. As used herein, the term “Permitted Omissions” refers to the offering price(s), interest rates(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all as set forth in the Rule.

IN WITNESS WHEREOF, I have hereunto set my hand as of ______, 2025.

CITY OF OXNARD
By:

Its: Director of Finance
* Preliminary, subject to change.
656
60302.00027\43901404.2
C-1
Error! Unknown document property name.

APPENDIX C

FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of __________ (“Purchaser”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the “Bonds”).

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Issuer means the City of Oxnard.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
657
60302.00027\43901404.2
D-2
Error! Unknown document property name.

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Purchaser’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in a Certificate as to Arbitrage and Tax Compliance Procedures for the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Best Best & Krieger LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
_______________________________
By:

Name:

By:

Name:

Dated: ____________, 2025
658
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D-3
Error! Unknown document property name.

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached)
659
09960.00000\43899604.1

CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the “Disclosure Agreement”) is executed and delivered by and between the City of Oxnard (the “City”) and NHA Advisors, LLC, as dissemination agent, in connection with the issuance and delivery of $_________ City of Oxnard Wastewater Revenue Refunding Bonds, Series 2025 (the “Bonds”). The Bonds are issued pursuant to an Indenture of Trust, dated as of ________ 1, 2025 (the “Indenture”), by and between the City and Computershare Corporate Trust.

SECTION 1. Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the City for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule.

SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
“Annual Report Date” shall mean March 31 of each year (beginning in March 31, 2026). “Beneficial Owner” shall mean any person which (a) has 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) is treated as the owner of any Bonds for federal income tax purposes.
“Fiscal Year” shall mean the one-year period ending on June 30 of each year or such other date. “Holder” means a registered owner of the Bonds.
“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. “MSRB” shall mean the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Marketplace Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org.
“Participating Underwriter” shall mean any of the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. “Rule” shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. 660
09960.00000\43899604.1
2 SECTION 3. Provision of Annual Reports.
(a) The City shall provide, or cause the Dissemination Agent to provide, not later than the Annual Report Date to MSRB an Annual Report relating to the immediately preceding Fiscal Year which is consistent with the requirements of Section 4 of this Disclosure Agreement, which 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 4 of this Disclosure Agreement. (b) Not later than 15 business days prior to the Annual Report Date the City shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the first sentence of this subsection (b). (c) If the City is unable to provide to MSRB an Annual Report by the date required in subsection (a), the City shall send to MSRB a notice in substantially the form attached hereto as Exhibit A.

SECTION 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following:

1. The audited financial statements of the City for the most recently completed Fiscal Year, prepared in accordance with generally accepted accounting principles for governmental enterprises as prescribed from time to time by any regulatory body with jurisdiction over the City and by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available;

2. An update of the information contained in the following tables under the heading “THE WASTEWATER SYSTEM” in the Official Statement for the Bonds for the most recent fiscal or calendar year, as applicable, if the information is not included elsewhere in the Annual Report:

Table 1 – Average Daily Flow
Table 2 – Active Service Accounts
Table 3 – Ten Largest Customers by Order or Billing
Table 4 – City of Oxnard Monthly Wastewater Usage Rates Residential Customers Table 5 – City of Oxnard Monthly Wastewater Usage Rates Commercial and Industrial Customers
Table 7 – Schedule of Connection Fees
Table 8 – Historical Operating Results and Debt Service Coverage Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB’s Internet Web site or filed with the Securities and Exchange Commission. 661
09960.00000\43899604.1
3 SECTION 5. Reporting of Listed Events. The City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds (in each case to the extent applicable) in a timely manner not more than ten business days after the occurrence of the event:

1. principal or interest payment delinquencies;

2. non-payment related defaults, if material;

3. modifications to the rights of the Holders, if material;

4. optional, contingent or unscheduled calls, if material, and tender offers;

5. defeasances;

6. rating changes;

7. adverse tax opinions or 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;

8. unscheduled draws on the debt service reserves reflecting financial difficulties;

9. unscheduled draws on the credit enhancements reflecting financial difficulties;

10. substitution of the credit or liquidity providers or their failure to perform;

11. release, substitution or sale of property securing repayment of the Bonds, if material;

12. bankruptcy, insolvency, receivership or similar proceedings of the City, which shall occur as described below;

13. appointment of a successor or additional trustee or the change of name of a trustee, if material;

14. the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

15. incurrence of a financial obligation of the City, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect Bond holders, if material; or

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.

For these purposes, any event described in item 12 of this Section 5 is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a 662
09960.00000\43899604.1
4 proceeding under the United States 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 City, 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 City.

The term financial obligation means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (3) 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.

SECTION 6. Customarily Prepared and Public Information. Upon request, the City shall provide to any person financial information and operating data regarding the City which is customarily prepared by the City and is publicly available.

SECTION 7. Termination of Obligation. The City’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the City may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that, in the opinion of nationally recognized bond counsel, such amendment or waiver is permitted by the Rule. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the City shall give notice of such amendment or waiver in the same manner as for a Listed Event under Section 5.

SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the City chooses to include any information in any notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the City shall not thereby have any obligation under this Disclosure Agreement to update such information or include it in any future notice of occurrence of a Listed Event.

SECTION 10. Default. In the event of a failure of the City to comply with any provision of this Disclosure Agreement, any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the City to comply with this Disclosure Agreement shall be an action to compel performance.

No Holder or Beneficial Owner of the Bonds may institute such action, suit or proceeding to compel performance unless they shall have first delivered to the City satisfactory written evidence of their status as such, and a written notice of and request to cure such failure, and the City shall have refused to comply therewith within a reasonable time.
663
09960.00000\43899604.1
5 SECTION 11. Filings with the MSRB. All financial information, operating data, financial statements, notices, and other documents provided to MSRB in accordance with this Disclosure Agreement shall be provided in an electronic format prescribed by MSRB and shall be accompanied by identifying information as prescribed by MSRB.

SECTION 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Date: __________, 2025

CITY OF OXNARD
_______________________________________
City Manager
NHA ADVISORS, LLC, as Dissemination Agent
_______________________________________
Authorized Signatory
664
09960.00000\43899604.1
A-1

EXHIBIT A

NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: CITY OF OXNARD
Name of Issue: CITY OF OXNARD WASTEWATER REVENUE
REFUNDING BONDS, SERIES 2025
Date of Issuance: _________, 2025
NOTICE IS HEREBY GIVEN that the City has not provided to the MSRB an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement, dated _________, 2025.

The City anticipates that the Annual Report will be filed by ______________________.

Dated:

CITY OF OXNARD
By______________________________________
665

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. L.2
DATE: July 29, 2025
TO: City Council
FROM: Stephen Fischer, City Attorney, (805) 385-7483, [email protected] Luly Lopez, City Clerk, (805) 385-7805, [email protected] SUBJECT: Candidate Processing Fee Ordinance. (10 minutes)

RECOMMENDATION
That the City Council:

1. Approve the first reading by title only and waive further reading of an ordinance titled:
"ORDINANCE OF THE CITY OF OXNARD, CALIFORNIA, ADDING SECTION 1-52 TO CHAPTER 1 ARTICLE

IV OF THE OXNARD CITY CODE ESTABLISHING A CANDIDATE PROCESSING FEE FOR THE FILING OF NOMINATION PAPERS PURSUANT TO CALIFORNIA ELECTIONS CODE SECTION 10228"; and

2. Authorize the City Clerk to process refunds to candidates who paid a $25 candidate processing fee since 2018, provided a written refund request is submitted to the City Clerk within one year of the ordinance’s effective date. (This item did not originate in Committee.)
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/Lj8A_LDnnE4

BACKGROUND
California Elections Code Section 10228 expressly authorizes cities to impose a filing fee for the processing of nomination papers. Any such fee must be proportionate to the cost of processing nomination papers, may not exceed twenty-five ($25) dollars, and must be established by ordinance.

Section 10228 reads:
"A filing fee proportionate to the costs of processing a candidate’s nomination papers or a candidate’s supplemental nomination papers filed pursuant to subdivision (b) of Section 10221 as determined by the city council and set by ordinance, but not exceeding twenty-five dollars ($25), may be imposed, to be paid upon the filing of the nomination papers."
By way of background, on April 17, 2018, the City Council adopted Resolution No. 15,112, which established and adjusted various fees for City services, including the establishment of a $25 candidate processing fee. While the fee amount complies with Elections Code Section 10228, it was adopted by resolution rather than ordinance, and therefore requires formal adoption by ordinance to fully comply with state requirements.

Overall, the City has collected $900 in candidate processing fees from a total of 36 candidates. To the extent candidates who paid the $25 fee are entitled to a refund, the recommendation is that the City Clerk be authorized to process such refunds. To streamline the process, since the City Clerk has records identifying the 36 affected candidates, the City will send written notification to each candidate informing them of their eligibility to request a refund. 666

STRATEGIC PRIORITIES
This agenda item supports the Organizational Effectiveness strategy. The purpose of the Organizational Effectiveness strategy is to reinforce, stabilize, improve, and strengthen the organizational foundation of the City in order to build a modern, high-functioning City government that effectively and efficiently supports the operating departments in providing high-quality services and programs for our residents and businesses.

FINANCIAL IMPACT
Adoption of the ordinance will not result in any change to the existing candidate processing fee amount. The fee of twenty-five dollars ($25.00) has been in place since 2018 and is consistent with the maximum allowed under California Elections Code Section 10228. Revenue generated by the fee will continue to support cost recovery for election administration activities carried out by the City Clerk’s Office.

Since 2018, the City has collected a total of $900 in candidate processing fees from 36 candidates under the existing resolution, subject to applicable refunds.

COMMITTEE OUTCOME
This item did not originate in Committee.

Prepared by: Jason Zaragoza, Deputy City Attorney, Luly Lopez, City Clerk

ATTACHMENTS

1. Candidate Processing Fee Ordinance

2. Candidate Processing Fee Presentation
667

CITY COUNCIL OF THE CITY OF OXNARD
ORDINANCE NO.

ORDINANCE OF THE CITY OF OXNARD, CALIFORNIA, ADDING SECTION 1-52 TO CHAPTER 1 ARTICLE IV OF THE OXNARD CITY CODE ESTABLISHING A

CANDIDATE PROCESSING FEE FOR THE FILING OF NOMINATION PAPERS PURSUANT TO CALIFORNIA ELECTIONS CODE SECTION 10228
WHEREAS, Section 10228 of the California Elections Code authorizes cities to impose a filing fee not to exceed twenty-five dollars ($25.00) to cover the cost of processing a candidate’s nomination papers, including supplemental nomination papers filed under subdivision (b) of Section 10221; and
WHEREAS, the City incurs administrative and staffing costs associated with the issuance, receipt, review, and processing of candidate nomination documents in connection with each municipal election; and
WHEREAS, the City Council finds that a candidate processing fee in the amount of twenty-five dollars ($25.00) is reasonably related to and does not exceed the actual costs incurred by the City in processing nomination papers.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF OXNARD DOES ORDAIN AS FOLLOWS:

Part 1. Chapter 1, Article IV, Section 1-52 is hereby added to the Oxnard City Code to read as follows:
“SEC. 1-52. CANDIDATE PROCESSING FEE
Pursuant to California Elections Code Section 10228, each candidate filing nomination papers, including any supplemental nomination papers, shall pay a non-refundable fee of twenty-five dollars ($25.00) to the city at the time the nomination papers are submitted. This fee is established to cover the cost of processing the nomination documents.” Part 2. If any section, subsection, sentence, clause, phrase, part or portion of this Ordinance is for any reason held to be invalid or unconstitutional by any court of competent jurisdiction, such decision will not affect the validity of the remaining portions of this Ordinance. The City Council declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase, part or portion thereof, irrespective of the fact that any one or more section, subsections, sentences, clauses, phrases, parts or portions be declared invalid or unconstitutional.

Part 3. Pursuant to California Government Code Section 36933(c)(1), the City Attorney was designated to prepare, and the City Clerk published, a summary of this ordinance, and a certified copy of the ordinance was posted in the Office of the City Clerk a minimum of five days before the City Council’s adoption of the ordinance.
668
Part 4. The City Clerk shall certify as to the adoption of this ordinance and shall cause the summary thereof to be published within fifteen (15) days of the adoption and shall post a certified copy of this ordinance, including the vote for and against the same, in the office of the City Clerk, in accordance with Government Code Section 36933. Ordinance No. _____ was first read on ___________, 2025, and finally adopted on ____________, 2025 to become effective thirty days thereafter.

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________
Luis A. Mc Arthur, Mayor
ATTEST:

Lourdes A. López, City Clerk
APPROVED AS TO FORM:

Stephen M. Fischer, City Attorney
669

CANDIDATE PROCESSING FEE ORDINANCE
Jason Zaragoza, Assistant City Attorney

Luly Lopez, City Clerk
City Council Meeting
07/29/2025
670
Recommendation 2
That the City Council:

1. Approve the first reading by title only and waive further reading of an ordinance titled:
"ORDINANCE OF THE CITY OF OXNARD, CALIFORNIA, ADDING
SECTION 1-52 TO CHAPTER 1 ARTICLE IV OF THE OXNARD CITY

CODE ESTABLISHING A CANDIDATE PROCESSING FEE FOR THE

FILING OF NOMINATION PAPERS PURSUANT TO CALIFORNIA
ELECTIONS CODE SECTION 10228"; and

2. Authorize the City Clerk to process refunds to candidates who paid a $25 candidate processing fee since 2018, provided a written refund request is submitted to the City Clerk within one year of the ordinance’s effective date.
671
Elections Code Section 10228
California Elections Code Section 10228 expressly authorizes cities to impose a filing fee for the processing of nomination papers. Any such fee must be proportionate to the cost of processing nomination papers, may not exceed twenty-five ($25) dollars, and must be established by ordinance.

Section 10228 reads:
"A filing fee proportionate to the costs of processing a candidate’s nomination papers or a candidate’s supplemental nomination papers filed pursuant to subdivision (b) of Section 10221 as determined by the city council and set by ordinance, but not exceeding twenty-five dollars ($25), may be imposed, to be paid upon the filing of the nomination papers."
3 672
Fee established
• April 17, 2018 – City Council adopted Resolution No. 15,112, establishing and adjusting various City service fees
• Included in the resolution was a $25 candidate processing fee • The fee amount complies with Elections Code Section 10228 • However, state law requires the fee to be adopted by ordinance, not by resolution
4 673
Refunds 5
• The City has collected $900 (total) in candidate processing fees from 36 candidates since 2018
• To the extent candidates who paid the $25 fee are entitled to a refund, the recommendation is that the City Clerk be authorized to process such refunds.
• Candidates must make a written refund request to the City Clerk within one year of the ordinance’s effective date.
674
QUESTIONS?
675

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. L.3
DATE: July 29, 2025
TO: City Council
FROM: Javier Chagoyen-Lazaro, Chief Financial Officer, (805) 200-5400, [email protected] SUBJECT: FY 2025-26 General Fund Budget City Treasurer’s Department. (10 minutes)

RECOMMENDATION
That the City Council approve a budget appropriation in the amount of $72,818 from the General Fund (101) available fund balance to increase the City Treasurer’s annual budget from $409,182 to $482,000 for Fiscal Year 2025-26. (This item did not originate in Committee)
Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/A8kXmc8G638

BACKGROUND
When the proposed City’s Fiscal Year 2025-26 budget was presented to the City Council at its June 3, 2025 meeting, the budget included a proposed $409,182 budget for the City Treasurer under the non-departmental group of the General Fund.

At the June 17, 2025 City Council Meeting, the staff presentation documented the proposed budget of $409,182 for the City Treasurer. The budget was adopted by the City Council by a vote of 6-1.

At a hearing on June 20, 2025 in the case of Molina v. Nguyen, Ventura County Superior Court Judge Borrell ruled that the City Treasurer required a budget of $482,000 a year in order to discharge the duties appropriately within the City Treasurer’s control. Judge Borrell ordered that the City Council amend the City Treasurer’s budget to $482,000 by August 19, 2025.

DISCUSSION
To comply with Judge Borrell’s court order to increase the City Treasurer’s budget from the adopted amount of $409,182 to $482,000, staff recommends that the City Treasurer’s budget be amended by increasing the appropriation of the General Fund for Fiscal Year 2025-26 in amount of $72,818 funded from existing available fund balance.

STRATEGIC PRIORITIES
This agenda item is a routine operational item or does not relate to the five strategic priorities adopted by City Council on March 16, 2021.

FINANCIAL IMPACT
676
Approval of the recommended action will reduce the available fund balance in the General Fund (101) in the amount of $72,818 and increase the General Fund City Treasurer department operating budget by the same amount in Fiscal Year 2025-26.

COMMITTEE OUTCOME
This item did not originate in Committee.

Prepared by: Javier Chagoyen-Lazaro, Chief Financial Officer

ATTACHMENTS

1. Budget Amendment Presentation
677
City of Oxnard
Fiscal Year 2025-26 General Fund Budget
City’s Treasurer Department
July 29, 2025
Presented by:

Javier Chagoyen-Lazaro, City of
Oxnard
Chief Financial Officer
678
Recommendation 2
That the City Council approve a budget
appropriation in the amount of $72,818 from the
General Fund (101) available fund balance to
increase the City Treasurer’s annual budget from
$409,182 to $482,000 for Fiscal Year 2025-26.
679
• On June 17, 2025 City Council adopted the City’s
Annual Budget for Fiscal Year 2025-26.
• FY 2025-26 budget included appropriation in
amount of $409,182 the City Treasurer budget.
• On June 20, 2025 Ventura County Superior Court
order the City to amend the City Treasurer’s
Budget to $482,000 for FY 2025-26, by August 19,
2025.

Background 3
680
Recommendation 4
That the City Council approve a budget
appropriation in the amount of $72,818 from the
General Fund (101) available fund balance to
increase the City Treasurer’s annual budget from
$409,182 to $482,000 for Fiscal Year 2025-26.
681
5 Thank you
682