Stradling – Draft of 08/30/24
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FOURTH SUPPLEMENTAL ELECTRIC
REVENUE BOND INDENTURE
between
CITY OF SANTA CLARA
SANTA CLARA COUNTY, CALIFORNIA
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Dated as of October 1, 2024
(Supplemental to the Amended and Restated Electric Revenue Bond Indenture dated as of March 1, 2011)
i
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TABLE OF CONTENTS
Page
ARTICLE XIV SERIES 2024 A BONDS ......................................................................................... 2 Section 14.01. Definitions ................................................................................................................ 2 Section 14.02. Authorization of Series 2024 A Bonds .................................................................... 3 Section 14.03. Book-Entry System .................................................................................................. 4 Section 14.04. Redemption of Series 2024 A Bonds ....................................................................... 6 Section 14.05. Selection of Series 2024 A Bonds for Redemption .................................................. 6 Section 14.06. Notice of Redemption of Series 2024 A Bonds ....................................................... 7 Section 14.07. Partial Redemption of Series 2024 A Bonds ............................................................ 7 Section 14.08. Effect of Redemption of Series 2024 A Bonds ........................................................ 8 Section 14.09. Series 2024 A Sinking Account ............................................................................... 8 Section 14.10. Form of Series 2024 A Bonds .................................................................................. 9 Section 14.11. Issuance of Series 2024 A Bonds ............................................................................. 9 Section 14.12. Application of Proceeds of Series 2024 A Bonds and Other Amounts.................... 9 Section 14.13. Establishment and Application of Series 2024 A Project Fund ............................... 9 Section 14.14. Establishment and Application of Series 2024 A Costs of Issuance Fund ............ 10 Section 14.15. Continuing Disclosure ............................................................................................ 10 Section 14.16. Amendments to the Indenture to Take Effect on the Amendments Effective Date ........................................................................................................................ 11 Section 14.17. Terms of Series 2024 A Bonds Subject to the Indenture ....................................... 13 Section 14.18. Effective Date of Fourth Supplement..................................................................... 13 Section 14.19. Execution in Counterparts ...................................................................................... 13
EXHIBIT A - Form of Series 2024 A Bonds .............................................................................. A-1 EXHIBIT B - Description of the 2024 Electric Project .............................................................. B-1 EXHIBIT C - Form of Requisition ............................................................................................. C-1
4867-6961-2888v6/200891-0003
Fourth Supplemental Electric Revenue Bond Indenture
(Supplemental to the Amended and Restated Electric Revenue Bond Indenture dated as of March 1, 2011)
Authorizing the Issuance of
$__________ Aggregate Principal Amount of
City of Santa Clara, California
Electric Revenue Bonds, Series 2024 A
This FOURTH SUPPLEMENTAL ELECTRIC REVENUE BOND INDENTURE, dated as of October 1, 2024 (this “Fourth Supplement”), between the CITY OF SANTA CLARA (the “City”), a municipal corporation and chartered city duly organized and existing under the Constitution and laws of the State of California, and THE BANK OF NEW YORK MELLON TRUST COMP ANY, N.A., as trustee (the “Trustee”),
W I T N E S S E T H :
WHEREAS, this Fourth Supplement is supplemental to the Amended and Restated Electric Revenue Bond Indenture, dated as of March 1, 2011 (the “Indenture”), between the City and the Trustee, providing for the issuance of City of Santa Clara, California Electric Revenue Bonds (the “Bonds”); and
WHEREAS, the Indenture provides that the City may issue Bonds from time to time as authorized by a supplemental indenture; and
WHEREAS, Section 1321 of the City’s Charter authorizes the City to issue revenue bonds for the purpose of financing the generation, production, transmission and distribution of electric energy; and
WHEREAS, on May 8, 1984, the City Council adopted its Resolution No. 4796, entitled “A Resolution of the City Council of the City of Santa Clara Establishing Procedures for the Authorization, Issuance and Sale of Electric Utility Revenue Bonds,” as amended by Resolution No. 4804, adopted by the City Council on May 29, 1984, and as amended by Resolution No. 7313, adopted by the City Council on April 25, 2006, and on April 30, 1985, the City Council adopted its Resolution No. 4934, entitled “A Resolution of the City Council of the City of Santa Clara Establishing Procedures for the Authorization, Issuance and Sale of Refunding Electric Utility Revenue Bonds,” as amended by Resolution No. 4966 of the City Council adopted on July 9, 1985, supplemented by Resolut ion No. 4967 of the City Council adopted on July 9, 1985, and amended by Resolution No. 7314 of the City Council adopted on April 25, 2006 (collectively, the “Procedural Resolution”); and WHEREAS, the City Council has determined that it is in the best interests of the City to issue its City of Santa Clara, California Electric Revenue Bonds, Series 2024 A (the “Series 2024 A Bonds”) to provide for (i) the financing of a portion of the costs of certain improvements to the generation, transmission and distribution facilities of the City’s Electric Utility (the “2024 Electric Project” as defined herein) and (ii) to pay the costs of issuance of the Series 2024 A Bonds; and WHEREAS, the City Council has determined that it is necessary and required that the City enter into this Fourth Supplement in order to establish and declare, in conjunction with the Indenture,
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the terms and conditions upon which the Series 2024 A Bonds shall be issued and secured and to secure the payment of the principal thereof and premium (if any) and interest thereon; and WHEREAS, pursuant to Article VIII of the Indenture, the Indenture and the rights and obligations of the City, the Owners of the Bonds and the Trustee may be modified or amended from time to time and at any time by a Supplemental Indenture entered into by the City and the Trustee in accordance with the terms thereof, including with the written consent (or deemed written consent) of the Owners of a majority in aggregate amount of the Bond Obligation of the Bonds then Outstanding; and
WHEREAS, the City has determined to seek to amend the Indenture in certain respects as set forth in Section 14.16 hereof, such amendments to the provisions of the Indenture to become effective and binding in accordance with Article VIII of the Indenture on the Amendments Effective Date (as defined herein); and
WHEREAS, the City Council has determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and the entering into of this Fourth Supplement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Fourth Supplement; NOW, THEREFORE, the parties hereto agree, as follows:
ARTICLE XIV
SERIES 2024 A BONDS
Section 14.01. Definitions. The terms defined in this Section shall, for all purposes of this Fourth Supplement and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. Terms defined in the Indenture not otherwise defined in this Fourth Supplement shall have the meanings specified therein.
“Amendments Effective Date” means the day next succeeding the date on which the written consent (or deemed written consent) of the Owners of a majority in aggregate amount of the Bond Obligation of the Bonds then Outstanding has been obtained to the amendments to the Indenture set forth in Section 14.16 of this Fourth Supplement and a written Certificate of the City to such effect shall have been delivered by the City and filed with the Trustee, which Amendments Effective Date shall be specified in such Certificate of the City. The Amendments Effective Date has been determined to be the day next succeeding the date of delivery of the Series 2024 A Bonds. “Beneficial Owner” means any Person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2024 A Bond (including any Person holding a Series 2024 A Bond through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2024 A Bond for federal income tax purposes. “Book-Entry System” means the system maintained by the Securities Depository and described in Section 14.03 hereof.
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“Continuing Disclosure Agreement” shall mean the Continuing Disclosure Agreement dated [Closing Date], 2024, by and between the City and the Trustee, relating to the Series 2024 A Bonds. “DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.
“Representation Letter” means the Letter of Representations from the City to DTC relating to the Book-Entry System for the Series 2024 A Bonds.
“Securities Depository” means DTC or, if applicable, any successor securities depository appointed pursuant to Section 14.03 hereof.
“Securities Depository Participant” means any broker-dealer, bank or other financial institution for which a Securities Depository holds Series 2024 A Bonds as Securities Depository from time to time.
“Series 2024 A Bonds” shall mean the City of Santa Clara, California Electric Revenue Bonds, Series 2024 A, as described in Section 14.02(A) hereof. “Series 2024 A Costs of Issuance Fund” shall mean the fund by that name established pursuant to Section 14.14 hereof.
“Series 2024 A Project Fund” shall mean the fund by that name established pursuant to Section
14.13 hereof.
“2024 Electric Project” shall mean those certain additions and improvements to the electric generation, transmission and distribution facilities of the City’s Electric Utility referenced in Exhibit B hereto, or any other or additional facilities for the generation, transmission or distribution of electricity that the City hereafter determines to substitute therefor.
Section 14.02. Authorization of Series 2024 A Bonds.
(A) A Series of Bonds to be issued under the Indenture is hereby created. Such Series shall be known as the “City of Santa Clara, California Electric Revenue Bonds, Series 2024 A” (herein referred to as the “Series 2024 A Bonds”). The Series 2024 A Bonds shall be issued in the aggregate principal amount of $[PAR AMOUNT] in accordance with the Bond Law and the Indenture for the purpose of providing moneys to (i) fund or reimburse the City for certain costs of the 2024 Electric Project; and (ii) pay the Costs of Issuance of the Series 2024 A Bonds. (B) The Series 2024 A Bonds shall be issued in fully registered form and shall be initially issued registered in the name of “Cede & Co.,” as nominee of DTC, in accordance with Section 14.03 hereof. The Series 2024 A Bonds shall be evidenced by one Series 2024 A Bond maturing on each of the maturity dates as set forth in Section 14.02(C) hereof in a denomination corresponding to the total principal amount of the Series 2024 A Bonds of such maturity. Each Series 2024 A Bond may be assigned by the Trustee a disti nctive number or letter and number, and a record of the same shall be maintained by the Trustee. Registered ownership of the Series 2024 A Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 14.03 hereof. (C) The Series 2024 A Bonds shall be dated the date of delivery thereof, shall be Bonds which are Current Interest Indebtedness, shall be issued in denominations of $5,000 or any integral
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multiple thereof, and shall bear interest from the date thereof at the following rates per annum (with the following yields) and shall mature on July 1 in the following years in the following amounts:
Maturity Date
(July 1)
Principal
Amount
Interest
Rate Yield
Except as otherwise provided in Section 14.03 hereof, interest on the Series 2024 A Bonds shall be payable on January 1 and July 1 of each year, commencing on [January 1], 2025, by check mailed by first-class mail on each interest payment date to the Owner thereof as of the close of business on the fifteenth (15th) day of the calendar month immediately preceding such interest payment date (each, a “record date”); provided, that upon the written request of an Owner of one million dollars ($1,000,000) or more in aggregate principal amount of Series 2024 A Bonds received by the Trustee prior to the applicable record date (which such request shall remain in effect until rescinded in writing by such Owner), interest shall be paid by wire transfer in immediately available funds. Interest on the Series 2024 A Bonds shall be computed on the basis of a 360-day year of twelve 30-day months. Except as otherwise provided herein, including in Section 14.03 hereof, the principal of and premium, if any, on the Series 2024 A Bonds are payable when due upon presentation thereof at the Corporate Trust Office of the Trustee, in lawful money of the United States of America.
So long as the Series 2024 A Bonds are maintained in book-entry form, payments of principal, premium, if any, and interest shall be made by the Trustee to the Securities Depository by wire transfer.
The Trustee shall provide CUSIP number identification, with appropriate dollar amounts for each CUSIP number, on all redemption payments and interest payments, whether by check or by wire transfer.
Section 14.03. Book-Entry System. The Series 2024 A Bonds shall be initially issued registered in the name of “Cede & Co.,” as nominee for DTC and registered Owner of the Series 2024 A Bonds, and held in the custody of the Securities Depository. A single certificate will be issued and delivered to the Securities Depository for each maturity of the Series 2024 A Bonds, and the Beneficial Owners will not receive physical delivery of Series 2024 A Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for the Series 2024 A Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise trans ferring beneficial ownership of Series 2024 A Bonds will receive, hold or deliver any Series 2024 A Bond certificate.
At the written direction of the City, with notice to the Trustee, but without the consent of the Owners of the Series 2024 A Bonds or the Trustee, the City, may appoint a successor Securities Depository and enter into an agreement with the successor Securities Depository, to establish
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procedures with respect to a Book-Entry System for the Series 2024 A Bonds not inconsistent with the provisions of the Indenture. Any successor Securities Depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended.
The City and the Trustee may rely conclusively upon (i) a certificate of the Securities Depository as to the identity of the Securities Depository Participants in the Book-Entry System with respect to the Series 2024 A Bonds and (ii) a certificate of any such Securities Depository Participant as to the identity of, and the respective principal amount of the Series 2024 A Bonds beneficially owned by, the Beneficial Owners.
Whenever, during the term of the Series 2024 A Bonds, the beneficial ownership thereof is determined by a book-entry at the Securities Depository, the requirements in the Indenture of holding, delivering or transferring the Series 2024 A Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or transferring the book- entry to produce the same effect. Any provision hereof permitting or requiring delivery of the Series 2024 A Bonds shall, while the Series 2024 A Bonds are in the Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable law.
Except as otherwise specifically provided in the Indenture and the Series 2024 A Bonds with respect to the rights of Securities Depository Participants and Beneficial Owners, when a Book-Entry System is in effect, the City and the Trustee may treat the Securities Depository (or its nominee) as the sole and exclusive Owner of the Series 2024 A Bonds registered in its name for the purposes of payment of the principal of and interest on the Series 2024 A Bonds or portion thereof to be redeemed or purchased, and of giving any notice permitted or required to be given to the Owners of Series 2024 A Bonds under the Indenture, and neither the City nor the Trustee shall be affected by any notice to the contrary. Neither the City nor the Trustee will have any responsi bility or obligations to the Securities Depository, any Securities Depository Participant, any Beneficial Owner or any other Person which is not shown on the registration books required to be maintained by the Trustee, with respect to (i) the accuracy of any records maintained by the Securities Depository or any Securities Depository Participant; (ii) the payment by the Securities Depository or by any Securities Depository Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price of, or interest on, any Series 2024 A Bonds; (iii) the delivery by the Securities Depository or any Securities Depository Participant to any Beneficial Owner of any notice given by the City or the Trustee to the Securities Depository (or its nominee) as the Owner of the Series 2024 A Bonds; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Series 2024 A Bonds; or (v) any consent given or other action taken by the Securities Depository or any Securities Depository Participant. The Trustee shall pay all principal of and interest on the Series 2024 A Bonds registered in the name of Cede & Co. only to or “upon the order of” the Securities Depository, and all such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to the principal of and interest on such Series 2024 A Bonds to the extent of the sum or sums so paid.
The Book-Entry System may be discontinued by the Trustee and the City, at the direction and expense of the City, and the City and the Trustee will cause the delivery of Series 2024 A Bond certificates to such Beneficial Owners of the Series 2024 A Bonds and registered in the names of such Beneficial Owners as shall be specified to the Trustee by the Securities Depository in writing, under the following circumstances:
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(1) The Securities Depository determines to discontinue providing its service with respect to the Series 2024 A Bonds and no successor Securities Depository is appointed as described above. Such a determination may be made at any time by the Securities Depository giving thirty (30) days’ notice to the City and the Trustee and discharging its responsibilities with respect thereto under applicable law; or (2) The City determines not to continue the Book-Entry System through a Securities Depository, upon not less than forty-five (45) days’ prior written notice by the City to the Trustee.
When the Book-Entry System is not in effect, all references herein to the Securities Depository shall be of no further force or effect.
So long as any Series 2024 A Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Series 2024 A Bond and all notices with respect to such Series 2024 A Bond shall be made and given, respectively, in the manner provided in the Representation Letter.
In the event of a redemption or any other transaction necessitating a reduction in aggregate principal amount of Series 2024 A Bonds Outstanding, DTC in its discretion: (a) may request the City and the Trustee to issue and authenticate a new Series 2024 A Bond certificate, or (b) shall make an appropriate notation on the Series 2024 A Bond certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which case the certificate must be presented to the Trustee prior to payment.
Section 14.04. Redemption of Series 2024 A Bonds.
(A) Optional Redemption. The Series 2024 A Bonds maturing on or before July 1, 20___ are not subject to optional redemption prior to maturity. The Series 2024 A Bonds maturing on and after July 1, 20___ are subject to redemption prior to their respective stated maturities, at the option of the City, from any source of available funds, as a whole or in part (by such maturities as may be specified by the City and by lot within a maturity), on any date on or after July 1, 20___, at a redemption price equal to the principal amount of Series 2024 A Bonds called for redemption, plus accrued interest to the date fixed for redemption, without premium.
(B) M
andatory Sinking Account Redemption.
The Series 2024 A Bonds maturing on July 1, 20___ are also subject to redemption prior to their stated maturity, in part, by lot, from Mandatory Sinking Account Payments required by and as specified in Section 14.09, commencing on July 1, 20___, at the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium.
The Series 2024 A Bonds maturing on July 1, 20__ are also subject to redemption prior to their stated maturity, in part, by lot, from Mandatory Sinking Account Payments required by and as specified in Section 14.09, commencing on July 1, 20__, at the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium.
Section 14.05. Selection of Series 2024 A Bonds for Redemption. Whenever provision is made in this Fourth Supplement for the redemption of less than all of the Series 2024 A Bonds, the
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maturities of the Series 2024 A Bonds to be redeemed shall be specified by the City. In the case of partial redemption of less than all of the Series 2024 A Bonds of any maturity, the Trustee shall select the Series 2024 A Bonds of such maturity to be redeemed, from all Series 2024 A Bonds of the respective maturity not previously called for redemption, in authorized denominations, by lot, in any manner which the Trustee in its sole discretion shall deem appropriate and fair. The Trustee shall promptly notify the City in writing of the Series 2024 A Bonds so selected for redemption.
Section 14.06. Notice of Redemption of Series 2024 A Bonds . The City shall notify the Trustee at least twenty-five (25) days prior to the redemption date for any Series 2024 A Bonds to be redeemed pursuant to Section 14.04(A) (or such shorter time as may be agreed to by the Trustee).
Notice of redemption shall be given by the Trustee, not less than twenty (20) nor more than sixty (60) days prior to the redemption date, (i) to the respective Owners of any Series 2024 A Bonds designated for redemption at their addresses appearing on the bond registration books of the Trustee by first-class mail (or, if so long as the registered ownership shall be held in the name of the Securities Depository or its nominee such notice may be given in electronic form pursuant to clause (ii) of this Section 14.06), (ii) to the Securities Depository by electronic means of communication or by first -class mail, and (iii) to the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at www.emma.msrb.org, by electronic means of communication, or to such other securities depositories or information services as the City may designate in a Request of the City delivered to the Trustee. Notice of redemption shall be given in the form and otherwise in accordance with the terms of the Indenture and this Fourth Supplement.
With respect to any notice of optional redemption of Series 2024 A Bonds, unless, upon the giving of such notice, such Series 2024 A Bonds shall be deemed to have been paid within the meaning of Article IX of the Indenture, or unless the Trustee has cash or securities meeting the requirements of Section 9.03 of the Indenture sufficient to pay or redeem such Series 2024 A Bonds, such notice may state that a condition of such redemption shall be receipt by the Trustee on or prior to the date fixed for redemption of moneys sufficient to pay the principal or premium, if any, and interest due on such Series 2024 A Bonds, and that if such moneys shall not have been so received, such notice shall be of no force and effect and the Trustee shall not be required to redeem such Series 2024 A Bonds. In the event that such notice of redemption contains such a condition and such moneys are not so received, the redemption shall not be made and the Trustee shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received.
The City may, at its option, on or prior to the date fixed for redemption in any notice of optional redemption, rescind such notice of redemption by written notice of the City to the Trustee, and the Trustee is to give notice of such rescission as soon thereafter as practicable in the same manner, and to the same recipients, as notice of such redemption was given.
Failure by the Trustee to give notice to any one or more of the Information Services or the Securities Depository or failure of any Owner to receive notice or any defect in any such notice shall not affect the sufficiency of the proceedings for redemption.
Section 14.07. Partial Redemption of Series 2024 A Bonds. Upon surrender of any Series 2024 A Bond redeemed in part only, the City shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the City, a new Series 2024 A Bond of authorized denominations, and of the same maturity and interest rate, equal in aggregate principal amount to the unredeemed portion of the Series 2024 A Bond surrendered.
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Section 14.08. Effect of Redemption of Series 2024 A Bonds. If notice of redemption has been duly given pursuant to Section 14.06, and moneys for payment of the Redemption Price of, together with interest accrued to the redemption date on, the Series 2024 A Bonds (or portions thereof) so called for redemption is held by the Trustee, on the redemption date designated in such notice, the Series 2024 A Bonds (or portions thereof) so called for redemption shall become due and payable at the Redemption Price specified in such notice, together with interest accrued thereon to the date fixed for redemption, interest on the Series 2024 A Bonds so called for redemption shall cease to accrue, the Series 2024 A Bonds (or portions thereof) shall cease to be entitled to any benefit or security under the Indenture, and the Owners of the Series 2024 A Bonds shall have no rights in respect thereof except to receive payment of the Redemption Price and accrued interest.
All Series 2024 A Bonds redeemed pursuant to the provisions of this Article shall be cancelled upon surrender thereof and destroyed.
Section 14.09. Series 2024 A Sinking Account. An Account is hereby established within the Principal Fund created by Section 4.02 of the Indenture to be designated the “Series 2024 A Sinking Account.” On or prior to the following payment dates, from amounts transferred by the City to the Trustee for deposit in the Principal Fund, the Trustee shall set aside in the Series 2024 A Sinking Account therein an amount equal to the Mandatory Sinking Account Payment due on such date as set forth below:
Series 2024 A Term Bonds Due July 1, 20___
Mandatory
Sinking Account
Payment Dates
(July 1)
Mandatory
Sinking Account
Payments
†
________________
† Final Maturity.
Series 2024 A Term Bonds Due July 1, 20__
Mandatory
Sinking Account
Payment Dates
(July 1)
Mandatory
Sinking Account
Payments
†
________________
† Final Maturity.
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Upon an optional redemption of a portion of any Series 2024 A Term Bonds pursuant to Section 14.04(A), the City shall provide the Trustee with a revised schedule of the foregoing Mandatory Sinking Account Payments which shall provide for a reduction in the amount of one or more of the Mandatory Sinking Account Payments coming due on such Series 2024 A Term Bond after such redemption as specified by the City in such schedule to reflect such redeemed portion.
Moneys in the Series 2024 A Sinking Account shall be applied as provided in Section 4.02(A) and Section 4.04(B) of the Indenture.
Section 14.10. Form of Series 2024 A Bonds. The Series 2024 A Bonds and the certificate of authentication and registration to be executed thereon shall be in substantially the form set forth as Exhibit A hereto. The Series 2024 A Bond designation letters and numbers, maturity dates, principal amounts and interest rates shall be inserted therein in conformity with Section 14.02 hereof.
Section 14.11. Is
suance of Series 2024 A Bonds. At any time after the execution and delivery of this Fourth Supplement, the City may execute and the Trustee shall authenticate and deliver the Series 2024 A Bonds in the aggregate principal amount of $[PAR AMOUNT] upon the Order of the City. Prior to or simultaneously with the delivery of the Series 2024 A Bonds, there shall be filed with the Trustee an Opinion of Bond Counsel to the effect that the execution of this Fourth Supplement has been duly authorized, executed and delivered by the City in accordance with the Indenture, and the Series 2024 A Bonds when duly executed by the City and authenticated and delivered by the Trustee, will be valid and binding special limited obligations of the City.
Section 14.12. A
pplication of Proceeds of Series 2024 A Bonds and Other Amounts . The proceeds of the sale of the Series 2024 A Bonds in the amount of $_________ (representing the aggregate principal amount of the Series 2024 A Bonds of $[PAR AMOUNT].00, plus original issue premium of $_________, less an underwriting discount of $______), shall be received by the Trustee on behalf of the City and held in trust and set aside as follows:
(i) The Trustee shall deposit in the Series 2024 A Project Fund $_________ to be applied in accordance with Section 14.13; and
(ii) The Trustee shall deposit the remaining $_________ from the proceeds of the sale of the Series 2024 A Bonds in the Series 2024 A Costs of Issuance Fund, to be applied in accordance with Section 14.14 hereof.
The Trustee may, in its discretion, establish any temporary fund or account to facilitate the foregoing deposits and transfers.
Section 14.13. Establishment and Application of Series 2024 A Project Fund. The Trustee shall establish, maintain and hold in trust for the benefit of the City a separate fund designated as the “Series 2024 A Project Fund,” which fund is hereby created and which fund the City hereby agrees to maintain with the Trustee. The Trustee shall deposit to the Series 2024 A Project Fund the amounts specified in Section 14.12(i) hereof. All money in the Series 2024 A Project Fund shall be used and withdrawn by the Trustee to pay costs of the 2024 Electric Project (or to reimburse the City for the payment of such costs) upon receipt of a Requisition of the City in substantially the form set forth as Exhibit C hereto filed with the Trustee, each of which Requisitions shall be sequentially numbered and shall state the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. Each
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Requisition of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. As directed by the City pursuant to a Request of the City delivered to the Trustee, moneys on deposit in the Series 2024 A Project Fund may be invested by the Trustee in (i) Investment Securities, (ii) investment agreements with a domestic or foreign bank or corporation (other than a life or property casualty insurance company) the long -term debt of which, or, in the case of a guaranteed corporation the long-term debt of the guarantor of which, or, in the case of a monoline financial guaranty insurance company, the claims paying ability of which, is rated on the date of execution of such investment agreement not lower than the second highest Rating Category by one or more of the Rating Agencies, or (iii) the Local Agency Investment Fund (as that term is defined in Section 16429.1 of the California Government Code, as such section may be amended or recodified from time to time), and with a term so as to provide moneys when needed for payments to be made therefrom. All interest, profit and other income received from the investment of moneys in the Series 2024 A Project Fund shall be credited to such Fund. If any sum shall remain unexpended in the Series 2024 A Project Fund after completion of the 2024 Electric Projec t (such completion to be evidenced by a Certificate of the City delivered to the Trustee), it shall, at the direction of the City, be applied for any lawful purpose with respect to the Enterprise upon such terms and conditions as shall not, in the opinion of Bond Counsel, adversely affect the exclusion from gross income for federal income tax purposes of interest on the Series 2024 A Bonds.
Section 14.14. Establishment and Application of Series 2024 A Costs of Issuance Fund. The Trustee shall establish, maintain and hold in trust for the benefit of the City a separate fund designated as the “Series 2024 A Costs of Issuance Fund,” which fund is hereby created and which fund the Trustee hereby agrees to maintain with the Trustee until [December 31, 2024]. The Trustee shall deposit to the Series 2024 A Costs of Issuance Fund the amounts specified in Section 14.12(ii) hereof.
All money in the Series 2024 A Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the Series 2024 A Bonds upon receipt of a Requisition of the City in substantially the form set forth as Exhibit C hereto filed with the Trustee, each of which Requisitions shall be sequentially numbered and shall state the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. Each Requisition of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On [December 31, 2024] or upon the earlier Request of the City, any remaining balance in the Series 2024 A Costs of Issuance Fund shall be transferred to the Interest Fund to be credited towards amounts required to be transferred by the City for deposit therein for the payment of interest on the Series 2024 A Bonds pursuant to Section 4.02(A)(1) of the Indenture on January 1 and July 1 of each year.
Section 14.15. Cont
inuing Disclosure. The City and the Trustee hereby covenant and agree that they will comply with and carry out all of their respective obligations under the Continuing Disclosure Agreement. Notwithstanding any other provision of the Indenture, failure of the City or the Trustee to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee or any Owner or Beneficial Owner may, and at the request of any Participating Underwriter (as defined in the Continuing Disclosure Agreement) or the Owners of at least 25% in aggregate principal amount of Outstanding Series 2024 A Bonds, the Trustee shall, upon receipt of indemnification reasonably satisfactory to it, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City or the Trustee, as the case may be, to comply with its obligations under this Section.
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Section 14.16. Amendments to the Indenture to Take Effect on the Amendments Effective Date. The Indenture is amended in the following respects effective on the Amendments Effective Date for all Bonds then Outstanding:
(A) The definition of “Adjusted Net Revenues” set forth in Section 1.02 of the Indenture is amended in its entirety as follows:
Adjusted Net Revenues
“Adjusted Net Revenues” for any period means the sum of (a) the Revenues for such period plus (b) for purposes of determining compliance with Section 5.10 only, (i) the amounts approved by City Council to be withdrawn from the Rate Stabilization Fund for inclusion in Adjusted Net Revenues for such period in accordance with Section 4.06 , and (ii) the amount of Available Reserves budgeted by the City for the payment of Operating Expenses and/or Debt Service for such period (which amounts, in either case, shall be deposited in the Net Revenue Fund in accordance with Section 4.01(B) hereof to the extent such amounts are to be included in Adjusted Net Revenues for the purpose of determining compliance with Section
5.10), and (c) any interest paid and other income derived from the investment of funds as herein provided, less the sum of (d) all Operating Expenses for such period, (e) moneys received with respect to the sale of assets financed with the proceeds of Bonds or Parity Debt, which amounts shall be applied in accordance with Section 5.06, ( f) moneys received with respect to any Special Facility, and (g) any charges collected by any person to amortize or otherwise relating to the payment of the uneconomic portion of costs associated with assets and obligations (“stranded costs”) of the Electric Utility or of any joint powers agency in which the City participates which the City has dedicated to the payment of obligations other than the Bonds or Parity Debt, the payments of which obligations will be applied to or pledged to or otherwise set aside for the reduction or retirement of outstanding obligations of the City or any joint powers agency in which the City participates relating to such “stranded costs” of the City or of any such joint powers agency to the extent such “stranded costs” are attributable to, or the responsibility of, the City.
(B) Section 1.02 of the Indenture is amended by adding the definition of “Available Reserves” in the appropriate alphabetic position in said Section as follows:
Available Reserves
“Available Reserves” means, as of any date of calculation, the amount of unrestricted funds of the Enterprise determined by the City to be then available to pay Operating Expenses and/or Debt Service, which may include transfers to the Net Revenue Fund from any fund which is legally available to be used for such purpose. (C) The definition of “Rating Confirmation Notice” set forth in Section 1.02 of the Indenture is deleted in its entirety.
(D) Section 4.01(B) of the Indenture is amended and restated in its entirety as follows:
(B) In order to carry out and effectuate the obligations of the City contained herein to pay the Bonds, as long as any Bonds are Outstanding, the City agrees and covenants that all Adjusted Net Revenues received by it shall be deposited when and as received in a special
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fund, separate and apart from other moneys of the City designated the “City of Santa Clara Electric Utility Net Revenue Fund” (the “Net Revenue Fund”). If and to the extent the City has determined that amounts on deposit in the Rate Stabilization Fund or any Available Reserves of the Enterprise are to be included in Adjusted Net Revenues for any Fiscal Year for purposes of complying with Section 5.10 in accordance with the definition of “Adjusted Net Revenues” contained in Section 1.02, such amounts shall be deposited by the City in the Net Revenue Fund at the time of such determination. Investment income on amounts held by the City hereunder (other than amounts held in the Rebate Fund or for which particular instructions are provided in a Supplemental Indenture) shall also be deposited in the Net Revenue Fund.
All moneys at any time held in the Net Revenue Fund shall be held in trust for the benefit of the Owners of the Bonds and Parity Debt and shall be disbursed, allocated and applied solely for the uses and purposes set forth in Section 4.02.
(E) Section 4.06 of the Indenture is amended and restated in its entirety as follows:
SECTION 4.06. Rate Stabilization Fund. There is hereby established a City of Santa Clara Electric Utility Rate Stabilization Fund (the “Rate Stabilization Fund”), which fund shall be a continuation of the Rate Stabilization Fund Reserve Account established by the City pursuant to Resolution No. 6106 of the City Council adopted on January 16, 1996 and which fund the City hereby agrees to maintain so long as any Bonds remain unpaid. The City may at any time deposit in the Rate Stabilization Fund from any available Adjusted Net Revenues and/or any other money available to be used therefor such amounts as the City may determine; provided, that notwithstanding the foregoing, no Adjusted Net Revenues shall be deposited in the Rate Stabilization Fund in any Fiscal Year to the extent that such amounts are required for purposes of making the transfers described in Section 4.02(A) for such Fiscal Year. The City may at any time withdraw any or all of the money on deposit in the Rate Stabilization Fund for inclusion in Adjusted Net Revenues for purposes of the calculation set forth in Section 5.10 for any Fiscal Year in such amount as approved by City Council. Any amounts withdrawn from the Rate Stabilization Fund for such purpose shall be transferred to the Net Revenue Fund in accordance with Section 4.01(B). The City may also at any time withdraw or apply amounts on deposit in the Rate Stabilization Fund for any other legal purpose. All interest or other earnings upon deposits in the Rate Stabilization Fund will be accounted for as Adjusted Net Revenues.
(F) Section 5.03 of the Indenture is amended and restated in its entirety as follows:
SECTION 5.03. Additional Bonds. The City may issue Bonds and/or Parity Debt so long as no Event of Default exists at the time of issuance thereof. (G) Section 5.07 of the Indenture is amended and restated in its entirety as follows:
SECTION 5.07. Accounting Records and Financial Statements. The City will at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with Generally Accepted Accounting Principles Applicable to Governments, in which complete and accurate entries shall be made of all transactions relating to the Adjusted Net Revenues. Such books of record and account shall be available for inspection by the Trustee at reasonable hours and under reasonable circumstances.
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(H) Section 9.02 of the Indenture is amended and restated in its entirety as follows:
SECTION 9.02. Discharge of Liability on Bonds. Upon the deposit with the Trustee, escrow agent or other fiduciary, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 9.03) to pay or redeem any Outstanding Bond (whether upon or prior to its maturity or the redemption date of such Bond), provided that, if such Bond is to be redeemed prior to maturity, notice of such redemption shall have been given as in Article III provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, then all liability of the City in respect of such Bond shall cease, terminate and be completely discharged, provided that the Owner thereof shall thereafter be entitled to the payment of the principal of and premium, if any, and interest on the Bonds, and the City shall remain liable for such payment, but only out of such money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section 9.04 and the continuing duties of the Trustee hereunder.
The City may at any time surrender to the Trustee for cancellation by it any Bonds previously issued and delivered, which the City may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.
Section 14.17. Terms of Series 2024 A Bonds Subject to the Indenture . Except as expressly provided in this Fourth Supplement, every term and condition contained in the Indenture shall apply to this Fourth Supplement and to the Series 2024 A Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Fourth Supplement.
This Fourth Supplement and all the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby, subject to the next sentence.
Section 14.18. Effective Date of Fourth Supplement. This Fourth Supplement shall take effect upon its execution and delivery.
Section 14.19. E xecution in Counterparts . This Fourth Supplement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth Supplement by their officers thereunto duly authorized as of the day and year first written above.
CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
APPROVED AS TO FORM:
GLEN R. GOOGINS
City Attorney
ATTEST:
NORA PIMENTEL, MMC
Assistant City Clerk
JŌVAN D. GROGAN
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Facsimile: (408) 241-6771
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By
Authorized Officer
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EXHIBIT A
(FORM OF SERIES 2024 A BOND)
No. R-___ $__________
CITY OF SANTA CLARA, CALIFORNIA
ELECTRIC REVENUE BOND, SERIES 2024 A
Unless this certificate 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 HER EOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest herein.
Maturity Date Dated Date
Interest Rate
Per Annum CUSIP
July 1, 20___ [Closing Date], 20__ ______% 801444___
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The CITY OF SANTA CLARA, a municipal corporation and chartered city duly organized and existing under the Constitution and the laws of the State of California (the “City”), for value received, hereby promises to pay (but only out of the Adjusted Net Revenu es and funds hereinafter referred to) to the Registered Owner named above or registered assigns, on the Maturity Date specified above (subject to any right of prior redemption or payment as provided in the hereinafter mentioned Indenture), the Principal Am ount specified above together with interest thereon from Dated Date specified above until the principal hereof shall have been paid, at the Interest Rate Per Annum specified above, payable semiannually on January 1 and July 1 in each year, commencing _______ 1, 20__.
Interest hereon is payable (except as otherwise provided in the hereinafter mentioned Indenture) by check mailed by first-class mail on each interest payment date to the registered owner as of the close of business on the 15th day of the calend ar month immediately preceding such interest payment date (each a “record date”); provided, that upon the written request of a registered owner of one million dollars ($1,000,000) or more in aggregate principal amount of Series 2024 A Bonds (defined below) received by the Trustee prior to the applicable record date (which such request shall remain in effect until rescinded in writing by such registered owner), interest shall be paid by wire transfer in immediately available funds. The principal hereof and premium, if any, hereon are payable when due upon presentation hereof at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., as trustee (together with any successor as trustee under the hereinafter mentioned Indenture, the
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“Trustee”), in Los Angeles, California, or such other or additional office as may be designated by the Trustee, in lawful money of the United States of America.
This bond is one of a duly authorized issue of City of Santa Clara, California Electric Revenue Bonds (the “Bonds”) of the series and designation indicated on the face hereof, issued pursuant to an Amended and Restated Electric Revenue Bond Indenture, date d as of March 1, 2011, between the Trustee and the City, providing for the issuance of such Bonds. Said authorized issue of Bonds is not limited in aggregate principal amount, except as otherwise provided in said Amended and Restated Electric Revenue Bond Indenture, and consists or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in said Amended and Restated Electric Revenue Bond Indenture provided, all issued and to be issued pursuant to the provisions of the Bond Law (as defined in said Amended and Restated Electric Revenue Bond Indenture). This Bond is issued pursuant to such Amended and Restated Electric Revenue Bond Indenture, as amended and supplemented, including as amended and supplemented by the Fourth Supplemental Electric Revenue Bond Indenture, dated as of _________ 1, 2024 (the “Fourth Supplement”), between the Trustee and the City, authorizing the issuance of the series of bonds of which this Bond is one, such series being referred to as the “Series 2024 A Bonds” (said Amended and Restated Electric Revenue Bond Indenture as amended and supplemented, including as supplemented by the Fourth Supplement being collectively referred to as the “Indenture”). Reference is hereby made to the Indenture and to the Bond Law for a description of the terms under which the Bonds are issued and to be issued, the provisions with regard to the nature and extent of the Adjusted Net Revenues (as that term is defined in the Indenture), and the rights of the registered owners of the Bonds; and all the terms of the Indenture and the Bond Law are hereby incorporated herein and constitute a contract between the City and the registered owner from time to time of this Bond, and to all the provisions thereof the registered owner of this Bond, by its acceptance hereof, consents and agrees. Additional Bonds and other Parity Debt (as defined in the Indenture) may be issued, and indebtedness may be incurred, on a parity with the Bonds of this authorized issue, subject to the terms and conditions contained in the Indenture.
The Bonds and the interest thereon (to the extent set forth in the Indenture), together with the Parity Debt heretofore or hereafter issued or incurred by the City, and the interest thereon, are payable from, and are secured by a charge and lien on, the Adjusted Net Revenues (as more particularly defined in the Indenture). All of the Bonds and Parity Debt are equally secured by a pledge of, and charge and lien upon, all of the Adjusted Net Revenues, and the Adjusted Net Revenues constitute a trust fund for the security and payment of the interest on and principal of the Bonds; but nevertheless out of Adjusted Net Revenues certain amounts may be applied for other purposes as provided in the Indenture.
The Bonds are limited obligations of the City and are payable, both as to principal and interest, and as to any premiums upon the redemption thereof, out of the Adjusted Net Revenues and certain funds held under the Indenture. The general fund of the City is not liable, and the credit or taxing power of the City is not pledged, for the payment of the Bonds or the interest thereon. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the City or any of its income or receipts, except the Adjusted Net Revenues and said funds held under the Indenture. No registered owner of this Bond shall ever have the right to compel any exercise of the taxing power of the City to pay this Bond or the interest hereon.
The Series 2024 A Bonds are being issued by means of a book -entry system with no physical distribution of bond certificates to be made except as provided in the Indenture. One bond certificate with respect to each date on which the Series 2024 A Bonds are stated to mature, registered in the name of the Cede & Co, is being issued and required to be deposited with the Securities Depository and
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immobilized in its custody. The book-entry system will evidence positions held in the Series 2024 A Bonds by the Securities Depository Participants, beneficial ownership of the Series 2024 A Bonds in authorized denominations being evidenced in the records of such Securities Depository Participants.
Transfers of ownership shall be effected on the records of the Securities Depository and its Securities Depository Participants pursuant to rules and procedures established by the Securities Depository and its Securities Depository Participants. The City and the Trustee will recognize Cede & Co., while the registered owner of this Series 2024 A Bond, as the owner of this Series 2024 A Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on this Series 2024 A Bond and (ii) notices. Transfer of principal, interest and any redemption premium payments to Securities Depository Participants, and transfer of principal, interest and any redemption premium payments to beneficial owners of the Series 2024 A Bonds by Securities Depository Participants will be the responsibility of such Securities Depository Participants and other nominees of such beneficial owners. The City will not be responsible or liable for such transf ers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, Cede & Co., its Securities Depository Participants or persons acting through such Securities Depository Participants.
While Cede & Co. is the Owner of this Series 2024 A Bond, notwithstanding any other provision hereof, payments of principal of, redemption premium, if any, and interest on this Series 2024 A Bond shall be made in accordance with existing arrangements between the Trustee or its su ccessors under the Indenture and the Securities Depository.
{Redemption provisions to be revised as applicable upon pricing of the Series 2024A Bonds} [The Series 2024 A Bonds maturing on or before July 1, 20___ are not subject to optional redemption prior to maturity. The Series 2024 A Bonds maturing on and after July 1, 20___ are subject to redemption prior to their respective stated maturities, at th e option of the City, from any source of available funds, as a whole or in part (by such maturities as may be specified by the City and by lot within a maturity), on any date on or after July 1, 20___, at a redemption price equal to the principal amount of Series 2024 A Bonds called for redemption, plus accrued interest to the date fixed for redemption, without premium.
The Series 2024 A Bonds maturing on July 1, 20___ are also subject to redemption prior to their stated maturity, in part, by lot, from Mandatory Sinking Account Payments required by and as specified in the Indenture, commencing on July 1, 20___, at the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium.
The Series 2024 A Bonds maturing on July 1, 20__ are also subject to redemption prior to their stated maturity, in part, by lot, from Mandatory Sinking Account Payments required by and as specified in the Indenture, commencing on July 1, 20__, at the princ ipal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium.] This Bond may be transferred upon the register required to be kept by the Trustee pursuant to the Indenture by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of this Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Trustee, subject to the limitations and upon payment of the charges provided in the Indenture. This Bond may be exchanged at the corporate trust office of the Trustee in Los Angeles, California, or such other or additional office as may be designated by the Trustee, for a like aggregate principal amount of Bonds of other authorized denominations of the same series, tenor, maturity and interest rate but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture.
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The City, the Trustee and any paying agent may deem and treat the registered owner hereof as the absolute owner hereof for all purposes, and the City, the Trustee and any paying agent shall not be affected by any notice to the contrary.
The rights and obligations of the City and of the registered owners of the Bonds may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture, which provide, in certain circumstances, for modifications a nd amendments without the consent of or notice to the registered owners of the Bonds.
It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of this Bond, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California, and that this Bond, together with all other indebtedness of the City pertaining to the Adjusted Net Revenues, is within every debt and other limit prescribed by the Constitution and the statutes of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture or the Bond Law.
This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Trustee.
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, THE CITY OF SANTA CLARA has caused this Bond to be executed in its name and on its behalf by the Mayor of the City and countersigned by the A ssistant City Clerk, and the seal of the City to be impressed hereon, and this Bond to be dated as of the ___ th day of ___________, 2024.
CITY OF SANTA CLARA
By:
Mayor
(SEAL)
Attested:
By:
Nora Pimentel, MMC
Assistant City Clerk
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[FORM OF CERTIFICATE OF AUTHENTICATION
AND REGISTRATION]
This is one of the Bonds described in the within mentioned Indenture and registered on the date set forth below.
Dated: ___________, 2024
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Authorized Signatory
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[FORM OF ASSIGNMENT]
For value received ______________________________ hereby sell, assign and transfer unto ______________________________ the within Bond and hereby irrevocably constitute and appoint ____________________ attorney, to transfer the same on the books of the City at the office of the Trustee, with full power of substitution in the premises.
NOTE: The signature to this Assignment must
correspond with the name on the face of the
within registered bond in every particular,
without alteration or enlargement or any change
whatsoever.
Dated:
Signature Guaranteed by:
NOTE: Signature must be guaranteed by an
eligible guarantor institution.
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EXHIBIT B
DESCRIPTON OF THE 2024 ELECTRIC PROJECT
Proceeds of the Series 2024 A Bonds are expected to be applied primarily to finance a portion of the costs of the following improvement projects of the Electric Utility: (1) Scott Receiving Station Rebuild and Replacement project; (2) Kifer Receiving Stati on Rebuild and Replacement project; and (3) Northern Receiving Station Upgrades and Expansion project.
The 2024 Electric Project may further include any other or additional facilities for the generation, transmission or distribution of electricity by the E lectric Utility that the City hereafter determines to substitute therefor.
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EXHIBIT C
(FORM OF REQUISITION)
CITY OF SANTA CLARA, CALIFORNIA
ELECTRIC REVENUE BOND, SERIES 2024 A
REQUISITION NO. ___
SERIES 2024 A [COSTS OF ISSUANCE FUND][PROJECT FUND]
Dated: ________, 20__
TO: The Bank of New York Mellon Trust Company, N.A., as Trustee The undersigned hereby certifies as follows:
1. I am the [Title] of the City of Santa Clara, California, a municipal corporation and chartered city duly organized and existing under the Constitution and laws of the State of California (the “City”).
2. I am a duly Authorized Officer of the City under the Amended and Restated Electric Revenue Bond Indenture, dated as of March 1, 2011, between the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supple mented, including as amended and supplemented by the Fourth Supplemental Electric Revenue Bond Indenture, dated as of October 1, 2024 (the “Fourth Supplement” and as so amended and supplemented, the “Indenture”), and I am delivering this Requisition on behalf of the City.
3. The undersigned hereby authorizes payment of the amounts specified in Attachment 1 hereto to the persons identified in Attachment 1, such amounts to be paid from the Series 2024 A [Costs of Issuance Fund][Project Fund] pursuant to [Section 14.13][Section 14.14] of the Fourth Supplement.
4. The undersigned hereby certifies that: (i) obligations in the amounts stated in Attachment 1 have been incurred by the City and are presently due and payable; (ii) each item is a proper charge against the Series 2024 A [Costs of Issuance Fund][Project Fund] for the general classification indicated in Attachment 1 therefor; and (iii) each item has not been previously paid from the Series 2024 A [Costs of Issuance Fund][Project Fund].
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Dated as of the date first written above.
CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
By:
[Title]
Attachment to Requisition
4867-6961-2888v6/200891-0003
ATTACHMENT 1 TO REQUISITION
Series 2024 A [Costs of Issuance Fund][Project Fund]
Payee Amount Purpose
(SEE ATTACHED SUPPORTING DOCUMENTATION)