Victorville City Council
April 19, 2022

ORDINANCE NO. 2425

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
VICTORVILLE, CALIFORNIA, AD DING A NEW CHAPTER 6.37
(MANDATORY ORGANIC WASTE DISPOSAL REDUCTION) TO
TITLE 6 (HEALTH AND SAFETY) OF THE VICTORVILLE
MUNICIPAL CODE AND REVISING SUBSECTION 16-5.11.050(a)
OF TITLE 16, CHAPTER 5, ARTICLE 11 (GREEN BUILDING

CODE) OF THE VICTORVILLE MUNICIPAL CODE
WHEREAS, the City of Victorville, California ("City") is a municipal corporation and charter city, duly organized under the constitution and laws of the State of California; and WHEREAS, Assembly Bill 939 of 1989, the Califor nia Integrated Waste Management Act of 1989 (California Public Resources Code Section 40000 et seq., as amended, supplemented, superseded, and replaced from time to time), re quires cities and counties to reduce, reuse, and recycle (including composting) Solid Waste generated in their jurisdictions to the maximum extent feasible before any incineration or landfill disposal of waste, to conserve water, energy, and other natural resources, and to protect the environment.

WHEREAS, Assembly Bill 341 of 2011, which amended Sections 41730, 41731, 41734, 41735, 41736, 41800, 42926, 44004, and 50001 of, and added Sections 40004, 41734.5, and 41780.01 and Chapter 12.8 (commencing with Sect ion 42649) to Part 3 of Division 30 of, and added and repealed Section 41780.02 of, the Public Resources Code, as amended, supplemented, superseded and replaced from time to time), places requirements on businesses and Multi-Family property owners that generate a specified threshold amount of Solid Waste to arrange for recycling services and requires Jurisdictions to implement a Mandatory Commercial Recycling program.

WHEREAS, Assembly Bill 1826 of 2014, which added Chapter 12.9 (commencing with Section 42649.8) to Part 3 of Division 30 of the Publ ic Resources Code, relating to Solid Waste, as amended, supplemented, superseded, and replaced from time to time), requires businesses and Multi-Family property owners that generate a specified threshold amount of Solid Waste, Recycling, and Organic Waste per week to arrange for recycling services for that waste, requires Jurisdictions to implement a recycling program to divert Organic Waste from businesses subject to the law, and requires Jurisdictions to implement a Mandatory Commercial Organics Recycling program.

WHEREAS, Senate Bill 1383, the Short-lived Cli mate Pollutant Reduction Act of 2016, (“SB 1383”), required CalRecycle to develop regulations to reduce organics in landfills as a source of methane. As adopted by CalRecycle, these SB 1383 Regulations place requirements on multiple entities including the City, residential househol ds, commercial businesses and business owners, commercial edible food generators, haulers, se lf-haulers, food recovery organizations, and food recovery services to support achievement of Statewi de organic waste disposal reduction targets; and

WHEREAS, SB 1383 Regulations require the City to adopt and enforce an ordinance or other enforceable mechanism to implement relevant provisions of the SB 1383 Regulations and are further designed to help reduce food in security by requiring Commercial Edible Food Generators to arrange to have the maximum amount of their Edible Food, that would otherwise be disposed, be recovered for human consumption.

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

Section 1. Recitals.

The recitals set forth above are true and correct and are hereby incorporated by this reference as findings as if set forth in their entirety.

Section 2. Addition of New Chapter 6.37 to Ti tle 6 of the Victorville Municipal Code.

A NEW CHAPTER 6.37, TITLED “MANDATORY ORGANIC WASTE
DISPOSAL REDUCTION” IS HEREBY ADDED TO TITLE 6 (HEALTH

AND SAFETY) OF THE VICTORVILLE MUNICIPAL CODE TO READ
AS FOLLOWS:

CHAPTER 6.37

MANDATORY ORGANIC WASTE DISPOSAL REDUCTION

6.37.010 Purpose
This Chapter is intended to comply with SB 1383, the Short-lived Climate Reduction Act of 2016, and its implementing regulations. SB 1383 Regulations place requirements on Cities, Single-Family Residential Dwelli ngs, Commercial Businesses including Multi- Family Residential Dwellings, Commercial Edible Food Generators, Self-Haulers, Food Recovery Organizations, and Food Recovery Services to achieve statewide Organic Waste disposal reduction targets to reduce organics in landfills as a source of methane. SB 1383 requires the City to adopt and enforce an enforceable mechanism, such as the ordinance codified in this Chapter to implement SB 1383 Regulations.

6.37.020 Definitions
The following terms when capitalized and used in this Chapter shall have the meaning assigned below unless the context clearly indicates that a different meaning was intended.

Whenever appropriate with the context, words used in the present tense include the future tense. Words used in the singular number inclu de the plural. Words used in the plural number include the singular, unless the contex t of the particular usage clearly indicates otherwise. Words used in the masculine ge nder include the feminine gender, and vice versa. In the event of a conflict between a definition in this Chapter and a definition in 14 CCR Section 18982, the definitions in Section 18982 shall control for the purposes of this Chapter. Unless otherwise specified herein, references to a statute or regulation means the

statute or regulation, as amended, supplemented, superseded, and replaced from time to time.
“Black Container” has the same meaning as in 14 CCR Section 18982(a)(28) an d shall be used for the purpose of storage and collection of Black Container Waste. Black Containers may also be gray. Notwiths tanding the foregoing, functional containers purchased prior to January 1, 2022 that are used for the storage and collection of Black Container Waste and that do not comply with the color requirements of 14 CCR Section 18982(a)(28), including green containers used by Single-Family Generators for the storage and collection of Solid Waste shall be deemed to be Black Containers and are not required to be replaced until the end of the useful life of those containers or January 1, 2036, whichever is earlier. Any such green container shall not be deemed to be a Green Container as defined in 14 CCR Section 18982(a)(29).
“Black Container Waste” means Solid Waste that is collected in a Black Container that is part of the City’s three or four -container Organic Waste collection service as specified in 14 CCR Section 18984.1.) Designated Recyclable Materials, Designated Organic Waste, and/or Designated Food Scraps do not constitute Black Container Waste. “Blue Container” has the same meaning as in 14 CCR Section 18982(a)(5) and shall be used for the purpose of storage and collection of Designated Recyclable Materials. “Brown Container” has the same meaning as in 14 CCR Section 18982(a)(5.5) and shall be used only for the purpose of storage and collection of Designated Food Scraps. “CalRecycle” means California's Depa rtment of Resources Recycling and Recovery, which is has responsibility for developing, implementing, and enforcing SB 1383 Regulations on cities and other jurisdictions.
“California Code of Regu lations” or “CCR” means the California Code of Regulations. CCR references in this Chapter are preceded with a number that refers to the relevant Title of the CCR (e.g., “14 CCR” refers to Title 14 of CCR). “City Enforcement Official” means the Ci ty Manager of the City, and/or his/her designee(s), including such City employees who are partially or wholly responsible for enforcing City ordinances, provisions of the Vi ctorville Municipal Code (“the “Code” or “this Code”), and rules and regulations promulgated thereunder. “Commercial Business” or “Commercial” means a firm, partnership, proprietorship, joint-stock company, corporation, or association, whether for-profit or nonprofit, strip mall, industrial facility, or a multifamily residential dwelling, or as otherwise defined in 14 CCR Section 18982(a)( 6). A Multi-Family Residential Dwelling that consists of fewer than five (5) units is not a Commercial Business for purposes of implementing this Chapter.
“Commercial Edible Food Generator” includes a Tier One or a Tier Two Commercial Edible Food Generator as defined in Section 6.37.020 of this Chapter or as

otherwise defined in 14 CCR Section 18982(a)( 73) and (a)(74). For the purposes of this definition, Food Recovery Organizations and Food Recovery Services are not Commercial Edible Food Generators pursuant to 14 CCR Section 18982(a)(7). “Compliance Review” means a review of records by the City to determine compliance with this Chapter.
“Community Composting” means any act ivity that composts green material, agricultural material, food material, and vegetative food material, alone or in combination, and the total amount of feedstock and Compost on-site at any one time does not exceed 100 cubic yards and 750 square feet, as sp ecified in 14 CCR Section 17855(a)(4); or, as otherwise defined by 14 CCR Section 18982(a)(8).
“Compost” means the product resulti ng from the controlled biological decomposition of organic Solid Wastes that are Source Separated from the municipal Solid Waste stream, or which are separated at a centralized facility, or as otherwise defined in as in 14 CCR Section 17896.2(a)(4)
“Container Contamination” or “Contaminated Container” means a container, regardless of color, that contains Prohibite d Container Contaminants, or as otherwise defined in 14 CCR Section 18982(a)(55).
“C&D” means construction and demolition debris.
“Designated Blue Container Organic Waste” means Organic Wastes designated by the City for placement in the Blue Container that is limited to the collection of those Organic Wastes and Non-Organic Recyclables as defined in 14 CCR Section 18982(a)(43), or as otherwise defined by 14 CCR Section 17402(a)(18.7). Designated Blue Container Organic Waste includes but is not limited to: clean paper and cardboard and other materials which may be designated from time to time by the City Manager or his/her designee. “Designated Food Scraps” means items designated by the City for placement in the Brown Container that is specifically intende d for the separate collection of Food Scraps and other Organic Waste materials which may be designated from time to time by the City Manager or his/her designee. Designated F ood Scraps includes all food such as, but not limited to fruits, vegetables, meat, poultry, se afood, shellfish, bones, rice, beans, pasta, bread, cheese, and eggshells. Food scraps excl udes fats, oils, grease, meat, and/or bones when such materials have been source separated from other Food Scraps for the purposes of sending to a rendering company.
“Designated Non-Organic Recyclables” means non-putrescible and non-hazardous recyclable wastes including but not limited to bottles, cans, metals, plastics, and glass, or as otherwise defined in 14 CCR Section 18982(a)(43) and other materials which may be designated from time to time by the City Manager or his/her designee. “Designated Organic Waste” means Organic Waste designated by the City for placement in a Green Container that is specif ically intended for the separate collection of

Organic Waste, excluding Designated Blue Container Organic Waste, carpets, Non- Compostable Paper, and textiles. Designate d Organic Waste incudes garden trimmings, leaves, grass clippings, weeds, shrub cli ppings, and other materials which may be designated from time to time by the City Manager or his/her designee. “Designated Recyclable Materials” means items designated for placement in the Blue Container that is specifically intended for the separate collection of Designated Non- Organic Recyclables and Designated Blue Container Organic Waste. “Designee” means an entity that the City contracts with or otherwise arranges to carry out any of the City’s responsibilities under this Chapter as authorized in 14 CCR Section 18981.2. A Designee may be a government entity, a hauler, a private entity, or a combination of those entities.
“Edible Food” means food intended for human consumption, or as otherwise defined in 14 CCR Section 18982(a)(18). For the purposes of this Chapter or as otherwise defined in 14 CCR Section 18982(a)(18), “Edible Food” is not Solid Waste if it is recovered and not discarded. Nothing in this Chapter or in 14 CCR, Division 7, Chapter 12 requires or authorizes the Recovery of Edible Food that does not meet the food safety requirements of the California Retail Food Code.
“Enforcement Action" means an action by the City to address non-compliance with this Chapter, including, but not limited to, issuing administrative citations, fines, penalties, or using other remedies.
“Excluded Waste” means hazardous substance, hazardous waste, infectious waste, volatile, corrosive, medical waste, infectious, regulated radioactive waste, and toxic substances or material that facility opera tor(s), which receive materials from the Jurisdiction and its generators, reasonably believe(s) would, as a result of or upon acceptance, transfer, processing, or disposal, be a violation of local, State, or Federal law, regulation, or ordinance, including: land use re strictions or conditions, waste that cannot be disposed of in Class III landfills or ac cepted at the facility by permit conditions, waste that in City’s, or in its Designee’s reasonable opinion would present a significant risk to human health or the environment, cause a nuisance or otherwise create or expose Jurisdiction, or its Designee, to potential liability. Excluded Waste also includes materials which require separate handli ng and cannot be collected from standard solid waste, recycling, or organic containers, including but not limited to appliances, scrap metal, electronics, tires, and oversized furniture items.
“Food Distributor” means a company that distributes food to entities including, but not limited to, Supermarkets and Grocery Stores, or as otherwise defined in 14 CCR Section 18982(a)(22).
“Food Facility” has the same meaning as in Section 113789 of the Health and Safety Code.

“Food Recovery” means actions to collect and distribute food for human consumption that otherwise would be disposed, or as otherwise defined in 14 CCR Section 18982(a)(24).
“Food Recovery Organization” means an enti ty that engages in the collection or receipt of Edible Food from Commercial Edible Food Generators and distributes that Edible Food to the public for Food Recovery either directly or through other entities or as otherwise defined in 14 CCR Section 18982(a)(25), including, but not limited to:
(1) A food bank as defined in Section 113783 of the Health and Safety Code; (2) A nonprofit charitable organization as defined in Section 113841 of the Health and Safety code; and,
(3) A nonprofit charitable temporary food faci lity as defined in Section 113842 of the Health and Safety Code.

A Food Recovery Organization is not a Commercial Edible Food Generator for the purposes of this Chapter and implementation of 14 CCR, Division 7, Chapter 12 pursuant to 14 CCR Section 18982(a)(7).

If the definition in 14 CCR Section 18982(a)(2 5) for Food Recovery Organization differs from this definition, the definition in 14 CCR Section 18982(a)(25) shall apply to this Chapter.
“Food Recovery Service” means a person or entity that collects and transports Edible Food from a Commercial Edible Food Generator to a Food Recovery Organization or other entities for Food Recovery, or as otherwise defined in 14 CCR Section 18982(a)(26). A Food Recovery Service is not a Commercial Edible Food Generator for the purposes of this Chapter and implementation of 14 CCR, Division 7, Chapter 12 pursuant to 14 CCR Section 18982(a)(7).
“Food Scraps” means all food such as, but not limited to, fruits, vegetables, meat, poultry, seafood, shellfish, bones, rice, beans, pasta, bread, cheese, and eggshells. Food Scraps excludes fats, oils, and grease when such materials are Source Separated from other Food Scraps.
“Food Service Provider” means an entity primarily engaged in providing food services to institutional, governmental, Commercial, or industrial locations of others based on contractual arrangements with these types of organizations, or as otherwise defined in 14 CCR Section 18982(a)(27).
“Food-Soiled Paper” is compostable paper mate rial that has come in contact with food or liquid, such as, but not limited to, comp ostable paper plates, paper coffee cups, napkins, pizza boxes, and milk cartons.
“Green Container” has the same meaning as in 14 CCR Section 18982(a)(29) and shall be used for the purpose of storage and collection of Designated Organic Waste.

“Grocery Store” means a store primarily engaged in the retail sale of canned food; dry goods; fresh fruits and vegetables; fresh mea ts, fish, and poultry; and any area that is not separately owned within the store wher e the food is prepared and served, including a bakery, deli, and meat and seafood departments, or as otherwise defined in 14 CCR Section 18982(a)(30).
“Hauler Route” mea ns the designated itinerary or sequence of stops for each segment of the Jurisdiction’s collection service area, or as otherwise defined in 14 CCR Section 18982(a)(31.5).
“Inspection” means a site visit where a Jurisdiction reviews records, containers, and an entity’s collection, handling, recycling, or landfill disposal of Organic Waste or Edible Food handling to determine if the entity is co mplying with requirements set forth in this Chapter, or as otherwise defined in 14 CCR Section 18982(a)(35). “Large Event” means an event, including, but not limited to, a sporting event or a flea market, that charges an admission price, or is operated by a local agency, and serves an average of more than 2,000 individuals per day of operation of the event, at a location that includes, but is not limited to, a public, nonprofit, or privately owned park, parking lot, golf course, street system, or other open space when being used for an event. “Large Venue” means a permanent venue facility that annually seats or ser ves an average of more than 2,000 individuals with in the grounds of the facility per day of operation of the venue facility. For purposes of this Chapter and implementation of 14 CCR, Division 7, Chapter 12, a venue facility includes, but is not limited to, a public, nonprofit, or privately owned or operated stadium, amphitheater, arena, hall, amusement park, conference or civic center, zoo, aquarium, airport, racetrack, horse track, performing arts center, fairground, museum, theater, or other public attraction facility. For purposes of this Chapter and implementation of 14 CCR, Division 7, Chapter 12, a site under common ownership or control that includes more than one Large Venue that is contiguous with other Large Venues in the site, is a single Large Venue.
“Local Education Agency” means a school district, charter school, or county office of education that is not subject to the control of city or county regulations related to Solid Waste, or as otherwise defined in 14 CCR Section 18982(a)(40). “Multi-Family Residential Dwelling” or “Multi -Family” means of, from, or pertaining to residential premises with five (5) or more dwelling units. Multi-Family premises do not include hotels, motels, or other transient occupancy facilities, which are considered Commercial Businesses.
“MWELO” refers to the Model Water Efficient Landscape Ordinance (MWELO), 23 CCR, Division 2, Chapter 2.7.
“Non-Compostable Products” includes but is not limited to products that are coated in a plastic material that will not breakdown in the composting process or is not accepted

for composting at the local composting facility, or as otherwise defined in 14 CCR Section 18982(a)(41).
“Non-Local Entity” means the following entities that are Organic Waste generators but are not subject to the City’s enforcement authority with respect to Solid Waste:
(1) Special district(s) located within the boundaries of the City. (2) Federal facilities, including military installations, located within the boundaries of the City.
(3) Prison(s) located within the boundaries of the City, with the exception of private prisons, if any.
(4) Facilities operated by the State park system located within the boundaries of the City.
(5) Public universities (including community colleges) located within the boundaries of the City.
(6) County fairgrounds located within the boundaries of the City. (7) State agencies located within the boundaries of the City. “Notice of Violation (NOV)” means a not ice that a violation has occurred that includes a compliance date to avoid an action to seek penalties, or as otherwise defined in 14 CCR Section 18982(a)(45) or further explained in 14 CCR Section 18995.4. “Organic Waste” means Solid Wastes containing material originated from living organisms and their metabolic waste products , including but not limited to food, green material, landscape and pruning waste, organic te xtiles and carpets, lumber, wood, Paper Products, Printing and Writing Paper, manure, bi osolids, digestate, and sludges or as otherwise defined in 14 CCR Section 18982(a)(46). Biosolids and digestate are as defined by 14 CCR Section 18982(a).
“Organic Waste Generator” means a person or entity that is responsible for the initial creation of Organic Waste, or as otherwise defined in 14 CCR Section 18982(a)(48). “Paper Products” include, but are not limited to, paper janitorial supplies, cartons, wrapping, packaging, file folders, hanging files, corrugated boxes, tissue, and toweling, or as otherwise defined in 14 CCR Section 18982(a)(51).
“Printing and Writing Papers” include, but are not limited to, copy, xerographic, watermark, cotton fiber, offset, forms, comput er printout paper, white wove envelopes, manila envelopes, book paper, no te pads, writing tablets, ne wsprint, and other uncoated writing papers, posters, index cards, cale ndars, brochures, reports, magazines, and publications, or as otherwise defined in 14 CCR Section 18982(a)(54). “Prohibited Container Contaminants” means:

(1) Discarded materials placed in the Blue Container that are not identified by the City as Designated Recyclable Materials for the Blue Container. (2) Discarded materials placed in the Green Container that are not identified by the City as Designated Organic Waste for the Green Container. (3) Discarded materials placed in the Brown Container that are not identified by the City as Designated Food Scraps for the Brown Container; (4) Discarded materials placed in the Black Container that are Designated Recyclable Materials, Designated Organic Waste, and/or Designated Food Scraps. (5) Excluded Waste placed in any container.
“Recovered Organic Waste Products” mea ns products made from California, landfill-diverted recovered Organic Waste processed in a permitted or otherwise authorized facility, or as otherwise defined in 14 CCR Section 18982(a)(60). “Recovery” means any activity or process described in 14 CCR Section 18983.1(b), or as otherwise defined in 14 CCR Section 18982(a)(49). “Recycled-Content Paper” means Paper Produc ts and Printing and Writing Paper that consists of at least 30 percent, by fiber weight, postconsumer fiber, or as otherwise defined in 14 CCR Section 18982(a)(61).
“Renewable Gas” means gas derived from Organic Waste that has been diverted from a California landfill and processed at an in-vessel digestion facility that is permitted or otherwise authorized by 14 CCR to recycle Orga nic Waste, or as otherwise defined in 14 CCR Section 18982(a)(62).
“Restaurant” means an establishment prima rily engaged in the retail sale of food and drinks for on-premises or immediate consumption, or as otherwise defined in 14 CCR Section 18982(a)(64).
“Route Review” means a visual Inspection of containers along a Hauler Route for the purpose of determining Container Contamination, and may include mechanical Inspection methods such as the use of cameras, or as otherwise defined in 14 CCR Section 18982(a)(65).
“SB 1383” means Senate Bill 1383 of 2016, which added Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safe ty Code, and added Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the Public Resources Code, establishing methane emissions reduction targets in a Statewide effort to reduce emissions of short-lived climate pollutants as amended, supplemented, superseded, and replaced from time to time.
“SB 1383 Regulations” or “SB 1383 Regulatory” means or refers to, for the purposes of this Chapter, the Short-Lived Cl imate Pollutants: Organic Waste Reduction

regulations developed by CalRecycle and a dopted in 2020 that created 14 CCR, Division 7, Chapter 12 and amended portions of regulations of 14 CCR and 27 CCR. “Self-Hauler” means a person or entity, who, to the extent authorized by this Code and any collection agreement between the City and a franchised hauler in effect, and in compliance with all applicable requirement s of this Code hauls Solid Waste, Organic Waste, or recyclable materials he or she has ge nerated to another person or entity; or, as otherwise defined in 14 CCR Section 18982(a)(66). Self-hauler also includes a person who back-hauls waste, or as otherwise defined in 14 CCR Section 18982(a)(66). Back-haul means generating and transporting Organic Waste to a destination owned and operated by the generator using the generator’s own employees and equipment, oras otherwise defined in 14 CCR Section 18982(a)(66)(A).
“Single-Family” means of, from, or pertaining to any residential premises with fewer than five (5) units.
“Solid Waste” has the same meaning as defi ned in State Public Resources Code Section 40191, which defines Solid Waste as all putrescible and non -putrescible solid, semisolid, and liquid wastes, including garba ge, trash, refuse, paper, rubbish, ashes, industrial wastes, demolition and constructi on wastes, abandoned vehicles and parts thereof, discarded home and industrial appliances, dewatered, treated, or chemically fixed sewage sludge which is not hazardous waste, manure, vegetable or animal solid and semi- solid wastes, and other discarded solid and semisolid wastes, with the exception that Solid Waste does not include any of the following wastes:
(1) Hazardous waste, as defined in the State Public Resources Code Section 40141.
(2) Radioactive waste regulated pursuant to the State Radiation Control Law (Chapter 8 (commencing with Section 114960) of Part 9 of Division 104 of the State Health and Safety Code).
(3) Medical waste regulated pursuant to the State Medical Waste Management Act (Part 14 (commencing with Section 117600) of Division 104 of the State Health and Safety Code). Untreated medical waste shall not be disposed of in a Solid Waste landfill, as defined in State Public Resources Code Section 40195.1. Medical waste that has been treated and deemed to be Solid Waste shall be regulated pursuant to Division 30 of the State Public Resources Code.
“Source Separated” means materials, including commingled recyclable materials, that have been separated or kept separate fr om the Solid Waste stream, at the point of generation, for the purpose of additional sorting or processing those materials for recycling or reuse in order to return them to the economic mainstream in the form of raw material for new, reused, or reconstituted products, wh ich meet the quality standards necessary to be used in the marketplace, or as otherwise defined in 14 CCR Section 17402.5(b)(4). For the purposes of this Chapter, Source Separated shall include separation of materials by a

generator, property owner, property owner’s employee, property manager, or property manager’s employee into different containers for the purpose of collection (“Source Separating”) such that Source Separated materi als are separated from Black Container Waste or other Solid Waste for the purposes of separate collection and processing. “State” means the State of California.
“Supermarket” meansa full-line, self-service retail store with gross annual sales of two million dollars ($2,000,000), or more, and which sells a line of dry grocery, canned goods, or nonfood items and some perishable item s, or as otherwise defined in 14 CCR Section 18982(a)(71).
“Tier One Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one of the following:
(1) Supermarket.
(2) Grocery Store with a total facility s ize equal to or greater than 10,000 square feet.
(3) Food Service Provider.
(4) Food Distributor.
(5) Wholesale Food Vendor.

If the definition in 14 CCR Section 18982(a) (73) of Tier One Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(73) shall apply to this Chapter.
“Tier Two Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one of the following:
(1) Restaurant with 250 or more seats, or a total facility size equal to or greater than 5,000 square feet.
(2) Hotel with an on-site Food Facility and 200 or more rooms. (3) Health facility with an on-site Food Facility and 100 or more beds. (4) Large Venue.
(5) Large Event.
(6) A State agency with a cafeteria w ith 250 or more seats or total cafeteria facility size equal to or greater than 5,000 square feet. (7) A Local Education Agency facility with an on-site Food Facility.

If the definition in 14 CCR Section 18982(a) (74) of Tier Two Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(74) shall apply to this Chapter.
“Wholesale Food Vendor” means a busine ss or establishment engaged in the merchant wholesale distribution of food, where food (including fruits and vegetables) is received, shipped, stored, prepared for distribution to a retailer, warehouse, distributor, or other destination, or as otherwise defined in 14 CCR Section 189852(a)(76).

6.37.030 Requirements for Single-Family Generators
Single-Family Organic Waste Generators shall comply with the following requirements:
(a) Shall subscribe to City’s Organic Waste collection services for all Organic Waste generated as described below in Section 6.37.030( b). City shall have the right to review the number and size of a generator’s containers to evaluate adequacy of capacity provided for each type of collection service for prope r separation of materials and containment of materials; and, Single-Family generators shall adjust their service level for their collection services as requested by the City. Generators may additionally manage their Organic Waste by preventing or reducing their Organic Waste, managing Organic Waste on site, and/or using a Community Composting site pursuant to 14 CCR Section 18984.9(c). (b) Shall participate in the City’s Organic Waste collection se rvice(s) by Source Separating Designated Recyclable Materials and Designated Organic Waste (including Designated Food Scraps which shall first be pre pared/bagged in the manner described in notice provided by the City) from other wast e and by placing designated materials in designated containers as described below:
(1) Shall place only Designated Recyclable Materials in the Blue Container. (2) Shall place only Designated Organ ic Waste materials in the Green Container.
(3) Shall prepare all materials designa ted for collection as per written instructions provided by the City or its Designee.
(4) Shall not place Designated Recyclable Materials in Black or Green Containers and shall not place Designated Organic Waste materials in Blue or Black Containers.
(5) Shall not place Prohibited Container Contaminants in collection containers.

6.37.040 Requirements for Commercial Businesses
Generators that are Commercial Businesses, including Multi-Family Residential Dwellings shall:
(a) Subscribe to the City’s Organic Wa ste collection service(s) and comply with requirements of those services as desc ribed below in Section 6.37.040(b), except

Commercial Businesses that meet the Self-Hauler requirements in Section 6.37.090 of this Chapter. The City shall have the right to r eview the number and s ize of a generator’s containers and frequency of collection to evaluate adequacy of capacity provided for each type of collection service for proper separation of materials and containment of materials; and, Commercial Businesses shall adjust their service level for their collection services as requested by the City.
(b) Except for Commercial Businesses that meet the Self-Hauler requirements in Section 6.37.090 of this Chapter, generators that are Commercial Businesses, including Multi-Family Residential Dwellings, shall par ticipate in the City’s Organic Waste collection service(s) by Source Separati ng Designated Recyclable Materials and Designated Organic Waste (including Designated Food Scraps) from other waste and placing designated materials in designated containers as described below:
(1) Shall place only Designated Organic Waste in the Green Container; Designated Food Scraps in the Brown Container; Designated Recyclable Materials in the Blue Container; and Black Container Waste in the Black Container. (2) Shall not place materials designated for the Black Container into the Green Container, Blue Container, or Brown Container.
(3) Shall not place Designated Recyclable Materials, Designated Food Scraps, or Designated Organic Waste into any container other than the container designated for each of the corresponding materials.
(4) Shall not place Prohibited Container Contaminants in containers. (c) Commercial Businesses, including Multi-Family Residential Dwellings, shall supply and allow access to adequate number, size and location of collection containers with sufficient labels or colors (conforming with Sections 6.37.040(d)(1) and 6.37.040(d)(2) below) for employees, contractors, tenants, and customers, consistent with the City’s collection services or, if self-hauling, per the Commercial Bu sinesses’ instructions to support its compliance with its self-haul program, in accordance with Section 6.37.090. (d) Commercial Businesses, not including Mult i-Family Residential Dwellings, shall provide containers for the collection of De signated Organic Waste, Designated Food Scraps, and Designated Recyclable Mate rials in all indoor and outdoor areas where disposal containers are provided for customers for materials generated by that business.

Such containers do not need to be provided in restrooms. If a Commercial Business does not generate any of the materials that would be collected in one type of container, then the business does not have to provide that particular container in all areas where disposal containers are provided for customers. P ursuant to 14 CCR Section 18984.9(b), the containers provided by the business shall have either:
(1) A body or lid that conforms with the container colors provided through the collection service provided by the City, with either lids conforming to the color requirements or bodies conforming to the color requirements or both lids and bodies

conforming to color requirements. A Commercial Business is not required to replace functional containers, including c ontainers purchased prior to January 1, 2022, that do not comply with the requirements of the subsection prior to the end of the useful life of those containers, or prior to January 1, 2036, whichever comes first.
(2) Container labels that include language or graphic images, or both, indicating the primary material accepted and the primary materials prohibited in that container, or containers with imprinted text or graphic images that indicate the primary materials accepted and primary materials prohibited in the container.

Pursuant 14 CCR Section 18984.8, the container labeling requirements are required on new containers commencing January 1, 2022.
(3) Container labels shall be visually inspected by commercial businesses at least semi-annually for legibility and condition and shall be replaced within 10 days of inspection if a label is missing, not legible, or is in poor condition. (e) Commercial Businesses shall implement policies and procedure s to educate and train employees on proper separation of mater ials and prohibit employees from placing materials in a con tainer not designated for those materials per the City’s Solid Waste collection services.
(f) Commercial Businesses, excluding Multi- Family Residential Dwellings, shall inspect Blue Containers, Green Containers, Brown Containers, and/or Black Containers provided pursuant to Section 6.37.040(d) at least weekly for contamination and inform employees and tenants/occupants if container s are contaminated and of the requirements to keep contaminants out of those containers pursuant to 14 CCR Section 18984.9(b)(3). (g) Commercial Businesses, including Multi-Family Residential Dwellings, shall at least annually provide written information or trai ning to employees, contractors, tenants, and customers about Organic Waste Recovery requirements and about proper sorting of Designated Organic Waste, Designated F ood Scraps, and Designated Recyclable Materials.
(h) Commercial Businesses, including Multi-Family Residential Dwellings, shall provide education information described in subsection (g) of this Section to new employees and/or tenants before or within ten (10) days of hiring new employees or of occupation of the premises by tenants. Education informati on shall describe requirements to keep Designated Organic Waste, Designated Food Scraps, and Designated Recyclable Materials separate from Black Container Waste and the location of containers and the rules governing their use at each property.
(i) Commercial Businesses, including Multi-Family Residential Dwellings, shall provide or arrange access for City or its ag ent to their properties during all Inspections conducted in accordance with Section 6.37.120 of this Chapter to confirm compliance with the requirements of this Chapter.

(j) Commercial Businesses, including Multi- Family Residential Dwellings, if generating two (2) cubic yards or more per week of total Solid Waste (or other threshold defined by the State), shall require that any contract or work agreement between the owner, occupant, or operator of the Commercial Business and a gardening or landscaping service specify that the Organic Waste generated by those services be managed in compliance with Chapter 12, Part 3, Division 30 of the State Public Resources Code. (k) Commercial Businesses, including Multi-Family Residential Dwellings, that wish to self-haul Organic Waste or recyclables shall meet the Self-Hauler requirements in Section 6.37.090 of this Chapter.
(l) Nothing in this Section prohibits a generator from preventing or reducing waste generation, managing Organic Waste on site, or using a Community Composting site pursuant to 14 CCR Section 18984.9(c).
(m) Commercial Businesses that are Tier One or Tier Two Commercial Edible Food Generators shall comply with Food Recovery requirements, pursuant to Section 6.37.060.

6.37.050 Waivers for Generators
(a) D e Minimis Waivers. The City may waiv e a Commercial Business’ (including Multi-Family Residential Dwellings) obligation to comply with some or all of the Organic Waste Recovery requirements of this Chapter if the Commercial Business provides documentation that the business generates below a certain amount of Organic Waste material as described in Section 6.37.050(a)(2) below. Commercial Businesses requesting a de minimis waiver shall:
(1) Submit an application specifying the services that they are requesting a waiver from and provide documentation as noted in Section 6.37.050(a)(2) below. (2) Provide documentation that either:
(A) The Commercial Business’ total Solid Waste collection servi ce is two cubic yards or more per week a nd Organic Waste comprises less than 20 gallons per week per applicable c ontainer of the business’ total waste; or,
(B) The Commercial Business’ total Solid Waste collection service is less than two cubic yards per week and Organic Waste subject to collection comprises less than 10 gallons per week per applicable container of the business’ total waste.
(3) Notify the City within 15 days if circumstances change such that Commercial Business’s Organic Waste exceeds thre shold required for waiver, in which case waiver will be rescinded.
(4) De minimis waivers are valid for a period not to exceed five (5) years and are subject to reverification by the City or its designee at any time.

(b) Physical Space Waivers. The City may waive a Commercial Business’ or property owner’s obligations (including Multi-Family Residential Dwellings) to comply with some or all of the recyclable materials and/or Orga nic Waste collection service requirements if the City has evidence from its own staff, a haul er, licensed architect, or licensed engineer demonstrating that the premises lack adequate space for the collection containers required for compliance with the Organic Waste collection requirements of Section 6.37.040.

A Commercial Business or property owner may request a physical space waiver through the following process:
(1) Submit an application form specifyi ng the type(s) of collection services for which they are requesting a compliance waiver.
(2) Provide documentation that the premise lacks adequate space for Blue Containers, Green Containers, and/or Brown Containers including documentation from its hauler, licensed architect, or licensed engineer. (3) Physical space waivers are valid for a period not to exceed five (5) years and are subject to reverification by the City or its designee at any time.

6.37.060 Requirements for Commerci al Edible Food Generators (a) Tier One Commercial Edible Food Generators must comply with the requirements of this Section 9 commencing January 1, 2022, and Tier Two Commercial Edible Food Generators must comply commencing January 1, 2024, pursuant to 14 CCR Section 18991.3.
(b) Large Venue or Large Event operators not providing food services, but allowing for food to be provided by others, shall require Food Facilities operating at the Large Venue or Large Event to comply with the require ments of this Section, commencing January 1, 2024.
(c) Commercial Edible Food Generators shall comply with the following requirements:
(1) Arrange to recover the maximum amount of Edible Food that would otherwise be disposed.
(2) Contract with, or enter into a written agreement with Food Recovery Organizations or Food Recovery Services for: (i) the collection of Edible Food for Food Recovery; or, (ii) acceptance of the Edible Food that the Commercial Edible Food Generator self-hauls to the Food Recovery Organization for Food Recovery. (3) Shall not intentionally spoil Edible Food that is capable of being recovered by a Food Recovery Organization or a Food Recovery Service. (4) Allow Jurisdiction’s designated enforcement entity or designated third party enforcement entity to access the premises and review records pursuant to 14 CCR Section 18991.4.

(5) Keep records that include the following information, or as otherwise specified in 14 CCR Section 18991.4:
(A) A list of each Food Recovery Service or organization that collects or receives its Edible Food pursuant to a contract or wr itten agreement established under 14 CCR Section 18991.3(b).
(B) A copy of all contracts or written agreements established under 14 CCR Section 18991.3(b).
(C) A record of the following information for each of those Food Recovery Services or Food Recovery Organizations:
(i) The name, address and c ontact information of the Food Recovery Service or Food Recovery Organization.
(ii) The types of food that will be collected by or self-hauled to the Food Recovery Service or Food Recovery Organization. (iii) The established frequency that food will be collected or self- hauled.
(iv) The quantity of food, measured in pounds recovered per month, collected or self-hauled to a Food Recovery Service or Food Recovery Organization for Food Recovery.
(6) Provide to City upon request, an a nnual Food Recovery report that includes information on the food recovery efforts of the business for the year, including information on amount recovered and outlets for recovered food. (d) Nothing in this Chapter shall be const rued to limit or conflict with the protections provided by the California Good Samaritan Food Donation Act of 2017, the Federal Good Samaritan Act, or share table and school food donation guidance pursuant to Senate Bill 557 of 2017, which added Ar ticle 13 (commencing with S ection 49580) to Chapter 9 of Part 27 of Division 4 of Title 2 of the Education Code, and amended Section 114079 of the Health and Safety Code, relating to food safe ty, as amended, supplemented, superseded and replaced from time to time.

6.37.070 Requirements for Food Recovery Organizations and Services (a) Food Recovery Services collecting or receiving Edible Food directly from Commercial Edible Food Generators, via a contract or written agreement established under 14 CCR Section 18991.3(b), shall maintain the following records, or as otherwise specified by 14 CCR Section 18991.5(a)(1):
(1) The name, address, and contact i nformation for each Commercial Edible Food Generator from which the service collects Edible Food.

(2) The quantity in pounds of Edible Food collected from each Commercial Edible Food Generator per month.
(3) The quantity in pounds of Edible Food transported to each Food Recovery Organization per month.
(4) The name, address, and contac t information for each Food Recovery Organization that the Food Re covery Service transports Edible Food to for Food Recovery.
(b) Food Recovery Organizations collecting or receiving Edible Food directly from Commercial Edible Food Generators, via a contract or written agreement established under 14 CCR Section 18991.3(b), shall maintain the following records, or as otherwise specified by 14 CCR Section 18991.5(a)(2):
(1) The name, address, and contact i nformation for each Commercial Edible Food Generator from which the organization receives Edible Food. (2) The quantity in pounds of Edible F ood received from each Commercial Edible Food Generator per month.
(3) The name, address, and contac t information for each Food Recovery Service that the organization receives Edible Food from for Food Recovery. (c) Food Recovery Organizations and Food Rec overy Services that have their primary address physically located in the City and cont ract with or have written agreements with one or more Commercial Edible Food Generators in the City pursuant to 14 CCR Section 18991.3(b) shall report to the City the total pounds of Edible Food recovered in the previous calendar year from the Tier One and Tier Tw o Commercial Edible Food Generators they have established a contract or written ag reement with pursuant to 14 CCR Section 18991.3(b) no later than April 1 of each year.
(d) Food Recovery Capacity Planning. In order to support Edible Food Recovery capacity planning assessments or other studies conducted by the City, or its Designee, Food Recovery Services and Food Rec overy Organizations operating in the City shall provide information and consultation to the City or its Designee, upon request, regarding existing, or proposed new or expanded, Food Recovery capacity that could be accessed by the City and its Commercial Edible Food Generators. A Food Recovery Service or Food Recovery Organization contacted by the City or its De signee shall respond to such request for information within 60 days.

6.37.080 Requirements for Haulers and Facility Operators (a) Requirements for Haulers
(1) Exclusive franchised hauler(s) providing residential, Commercial, or industrial Organic Waste collection service s to generators within the City’s boundaries shall meet the following requirements and standards as a condition of

approval of a contract, agreement, or othe r authorization with the City to collect Organic Waste:
(A) Provide written notice to the City starting July 1, 2022, and annually thereafter by July 1 identifying the faci lities to which they will transport Organic Waste including facilities for Source Separated Recyclable Materials, Source Separated Organic Waste, and Source Separated Food Scraps.
(B) Transport Source Separated Recycl able Materials, Source Separated Green Container Organic Waste, and Source Separated Designated Food Scraps, to a facility, operation, activ ity, or property that recovers Organic Waste as defined in 14 CCR, Division 7, Chapter 12, Article 2. (C) Obtain approval from the City to haul Organic Waste, unless it is transporting Source Separated Organic Waste to a Community Composting site or lawfully transporting C&D in a manner that complies with 14 CCR Section 18989.1, the City’s Green Building Code (Chapter 5, Article 11 of Title 16 of this Code), and the City’s C&D recycling requirements. (2) Exclusive Franchised Hauler(s) aut horized to collect Organic Waste shall comply with education, equipment, signa ge, container labeling, container color, contamination monitoring, reporting, and other requirements contained within its franchise agreement, permit, license, or other agreement entered into with the City. (b) Requirements for Facility Operators and Community Composting Operations (1) Owners of facilities, operations, and ac tivities that recover Organic Waste, including, but not limited to, Compost facilities, in-vessel digestion facilities, and publicly-owned treatment works shall, upon City request, provide information regarding available and potential new or e xpanded capacity at their facilities, operations, and activities, including i nformation about throughput and permitted capacity necessary for planning purposes. Entities contacted by the City shall respond within 60 days.
(2) Community Composting operators, upon City request, shall provide information to the City to support Organic Waste capacity planning, including, but not limited to, an estimate of the amount of Organic Waste anticipated to be handled at the Community Composting operation. Entities contacted by the City shall respond within 60 days.

6.37.090 Self-Hauler Requirements
(a) Self-Haulers shall source separate all Designated Recyclable Materials and Designated Organic Waste generated on-site from Solid Waste in a manner consistent with 14 CCR Section 18984.1.

(b) Self-Haulers shall haul their Source Separated Designated Recyclable Materials to a facility that recovers those materials; and haul their Source Separated Designated Organic Waste to a Solid Waste facility, operation, ac tivity, or property that processes or recovers Source Separated Organic Waste.
(c) Self-Haulers that are Commercial Busine sses (including Multi-Family Residential Dwellings) shall keep a record of the amount of Organic Waste delive red to each Solid Waste facility, operation, activity, or property that processes or recovers Organic Waste; this record shall be subject to Inspection by the City. The records shall include the following information:
(1) Delivery receipts and weight tickets from the entity accepting the waste. (2) The amount of material in cubic yards or tons transported by the generator to each entity.
(3) If the material is transported to an entity that does not ha ve scales on-site, or employs scales incapable of weighing the Self-Hauler’s vehicle in a manner that allows it to determine th e weight of materials received, the Self-Hauler is not required to record the weight of material but shall keep a record of the entities that received the Organic Waste.
(d) Self-Haulers that are Commercial Businesses (including Multi-Family Self- Haulers) shall provide information collected in Section 6.37.090(c) to City upon request. (e) A Single-Family residential Organic Waste Generator that self-hauls Organic Waste is not required to record or report information in Sections 6.37.090(c) and (d).

6.37.100 Model Water Efficient Landscaping Ordinance Requirements (a) In addition to any requirements set forth in Chapter 13.60 and Section 16-3.24.030 of this Code, property owners or their build ing or landscape designers, including anyone requiring a building or planning permit, plan check, or landscape design review from the City, who are constructing a new (single-family, multi-family, public, institutional, or commercial) project with a landscape area greater than 500 square feet, or rehabilitating an existing landscape with a total landscape area greater than 2,500 square feet, shall comply with Sections 492.6(a)(3)(B), (C), (D), and (G) of the MWELO, as amended September 15, 2015, including sections related to use of Compost and mulch. (b) If, after the adoption of the ordinan ce creating this Chapter, the California Department of Water Resources, or its suc cessor agency, amends 23 CCR, Division 2, Chapter 2.7, Sections 492.6(a)(3)(B), (C), (D ), and (G) of the MWELO September 15, 2015 requirements in a manner that requires City to incorporate the requirements of an updated MWELO in a local ordinance, and the amended requirements include provisions more stringent than those required in this Section, the revised requirements of 23 CCR, Division 2, Chapter 2.7 shall be enforced.

6.37.110 Procurement Requireme nts for City Departments, Direct Service Providers, and Vendors
City departments, direct service providers to the City, and all vendors as applicable, must comply with the City’s Recovered Or ganic Waste Product procurement policy and Recycled-Content Paper procurement policy, including Section 2.28.300 of this Code, or any successor thereto.

6.37.120 Inspections and Investigations by City
(a) City employees and/or its Designee ar e authorized to conduct Inspections and investigations, at random or otherwise, of any collection container, collection vehicle loads, or transfer, processing, or disposal facility for materials collected from generators, or Source Separated materials to confirm compl iance with this Chapter by Organic Waste Generators, Commercial Businesses (includi ng Multi-Family Residential Dwellings), property owners, Commercial Edible Food Generators, haulers, Self-Haulers, Food Recovery Services, and Food Recovery Organiza tions (“Regulated Entities”), subject to applicable laws. This Section does not allow the City to enter the interior of private residential property for Inspection.
(b) Regulated Entities shall provide or arrange for access during all Inspections (with the exception of residential property interiors) and shall cooperate with the City’s employee or its Designee during such Inspections and investigations. Such Inspections and investigations may include confirmation of prop er placement of materials in containers, Edible Food Recovery activities, records, or any other requirement of this Chapter described herein. Failure to provide or arrange for: (i) access to an entity’s premises or (ii) access to records for any Inspection or investigation is a violation of this Chapter and may result in penalties described.
(c) Any records obtained by the City during its Inspections and other reviews shall be subject to the requirements and applicable di sclosure exemptions of the Public Records Act as set forth in Government Code Section 6250 et seq., or any successor statute. (d) City representatives, and/or Designee are authorized to conduct any Inspections, or other investigations as reasonably necessary to further the goals of this Chapter, subject to applicable laws.
(e) The City shall receive written complaints from persons regarding an entity that may be potentially non-compliant with SB 1383 Re gulations, including receipt of anonymous complaints.

6.37.130 Enforcement
(a) Violation of any provision of this Chapter shall constitute grounds for issuance of a Notice of Violation, and absent satisfactory compliance within the time period specified in said notice, shall further constitute grounds for City Enforcement Officials to issue an administrative citation and assess a fine. The City’s procedures regarding issuance of

administrative citations and assessment of administrative fines as set forth in Chapter 1.05 of this Code are hereby incorporated in their en tirety, as such may be modified from time to time, and shall govern the impositi on, enforcement, collection, and review of administrative citations issued to enforce this Chapter, and any rule or regulation adopted hereunder, except as otherwise indicated in this Chapter. (b) Other remedies allowed by law may be us ed, including civil actions or prosecution as misdemeanors or infractions as provided for in Section 1.04.010 of this Code. The City may pursue civil actions in the California courts to seek recovery of unpaid administrative citations. The City may choose to delay court action until such time as a sufficiently large number of violations, or cumulative size of vi olations exist such that court action is a reasonable use of City staff and resources.
(c) Responsible Entity for Enforcement
(1) Enforcement pursuant to this Chapter may be undertaken by City Enforcement Officials, which may be the City Manager, or such City employees as he/she may designate, legal counsel, or combination thereof. (A) City Enforcement Official(s) will interpret this Chapter; determine the applicability of waivers, if vi olation(s) have occurred; implement Enforcement Actions; and, determine if compliance standards are met. (B) City Enforcement Official(s) may issue Notices of Violation(s). (d) Process for Enforcement
(1) City Enforcement Official(s) and/or th eir Designee will monitor compliance with this Chapter randomly and through Co mpliance Reviews, Route Reviews, investigation of complaints, and an Inspection program. Section 6.37.120 establishes the City’s right to conduct Inspections and investigations. (2) For incidences of Prohibited Container Contaminants found in containers, the City or its Designee will issue an informational notice of contamination to any generator found to have P rohibited Container Contaminants in a container. Such notice will be provided via a cart tag or other communication immediately upon identification of the Prohibited Container Contaminants or within ten (10) days after determining that a violation has occurred. If the City or its Designee observes Prohibited Container Contaminants in a generator’s containers on more th an two (2) occasions, the City or its Designee may arrange for pick up and disposal of contaminated containers and assess contamination processing fees (such as return trip fees and extra pick-up fees) on the generator. City Enforcement Officials may address further incidences of Prohibited Container Contaminants by following the procedures set forth in Sections 6.37.130(d)(3) and (4). (3) To address violations of this Chapter the City shall issue a Notice of Violation requiring compliance within thirty (30) calendar days after issuance of

the notice, or such shorter reasonable specific time period as the City Enforcement Official shall assign within which the gene rator must correct or otherwise remedy each violation, but in no event less than twenty-four (24) hours from the date and time the Notice of Violation is issued.
(4) Absent compliance by the respondent within the deadline set forth in the Notice of Violation, City shall commence an action to impose penalties, via an administrative citation and fine, pursuant to Chapter 1.05 of this Code, unless the City determines compliance deadline ex tensions as set forth in in Section

6.37.130(f) are found to be warranted by extenuating circumstances. (e) Penalty Amounts for Types of Violations
The penalty amounts for violations of this Chapter shall be consistent with the City’s Administrative Remedies Ordinance (Chapter 1.05 of this Code) and assessed at the rates referenced in Section 1.05.110(a) and stipulated in Section 1.04.010(b) of this Code. (f) Compliance Deadline Extension Considerations
The City may extend the compliance deadlines set forth in a Notice of Violation issued if it finds that there are extenuating circumstances beyond the control of the respondent that make compliance within the deadlines impracticable, including the following:
(1) Acts of God such as earthquakes, wil dfires, flooding, and other emergencies or natural disasters;
(2) Delays in obtaining discretionary permits or other government agency approvals; or,
(3) Deficiencies in Organic Waste recy cling infrastructure or Edible Food Recovery capacity and the City is under a corrective action plan with CalRecycle pursuant to 14 CCR Section 18996.2 due to those deficiencies. (g) Appeals Process
Persons receiving an administrative citati on containing a penalty for an uncorrected violation may request a hearing to appeal the citation in accordance with the appeal provisions of Chapter 1.05 of this Code.
(i) Education Period for Non-Compliance
Beginning January 1, 2022 and through Dece mber 31, 2023, the City will conduct Inspections, Route Reviews or waste evalu ations, and Compliance Reviews, depending upon the type of regulated entity, to determine compliance, and if the City determines that an Organic Waste Generator, Self-Hauler, ha uler, Tier One Commercial Edible Food Generator, Food Recovery Organization, Food Rec overy Service, or other entity is not in compliance, it shall provide educational material s to the entity describing its obligations under this Chapter and a notice that compl iance is required by January 1, 2022, and that violations may be subject to administrative civil penalties starting on January 1, 2024.

(j) Civil Penalties for Non-Compliance
Beginning January 1, 2024, if the City determines that an Organic Waste Generator, Self- Hauler, hauler, Tier One or Tier Two Commercial Edible Food Generator, Food Recovery Organization, Food Recovery Service , or other entity is not in compliance with this Chapter, it shall document the noncompliance or violation, issue a Notice of Violation, and take Enforcement Action.

Section 3. Revision of Subsection 16-5.11.050(a) of Title 16, Chapter 5, Article 11 (Green Building Code) of the Victorville Municipal Code.

SUBSECTION 16-5.11.050(a) OF TIT LE 16, CHAPTER 5, ARTICLE 11 (GREEN BUILDING CODE) OF THE VICTORVILLE MUNICIPAL CODE IS HEREBY REVISED IN ITS ENTIRETY TO READ AS FOLLOWS:

Prior to permitting, documentation shall be provided to the City of Victorville that demonstrates compliance with this Section. The Plan shall indicate the method by which a minimum of sixty-five pe rcent (65%) of the site's nonhazardous construction and demolition debris waste materials shall be recycled and/or salvaged for reuse as well as indicate the manner of disposal for the remaining thirty-five percent (35%) of the construction waste.

Section 4. Repeal of Conflicting Provisions.

All the provisions of the Victorville Municip al Code heretofore adopted by the City Council of the City of Victorville that are in co nflict with the provisions of this Ordinance are hereby repealed as of the effective date hereof.

Section 5. Severability.

The City Council declares that, should any provision, section, paragraph, sentence or word of this Ordinance be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive le gislation, the remaining provisions, sections, paragraphs, sentences or words of this Ordinance as hereby adopted shall remain in full force and effect.

Section 6. CEQA Exemption.

The City Council finds and determines that th is ordinance is exempt from the California Environmental Quality Act (CEQA) under State CEQA Guidelines Sections 15061(b)(3) and 15308 on the grounds that it can be seen with certainty that the enhanced solid waste regulations, as provided for in this Ordinance will not have a significant effect on the environment and that the new requirements, which strengthen requirements for the handling of solid waste, represent actions by a regulatory agency (the City) for the protection of the environment.

Section 7. Effective Date.

This Ordinance shall take effect thirty (30) days after its final passage.

Section 8. Certification.

The City Clerk of the City of Victorville is he reby directed to certify to the passage and adoption of this Ordinance and to cause it to be published as required by law.

Item Number: 7
City Council / Board of Directors
Consent Calendar
Meeting of: April 19, 2022
Submitted By:

Jennifer Thompson, City Clerk

Subject:

Minutes of the March 1, 2022, and March 15, 2022, Regular City Council Meetings and March 17, 2022, Special City Council Meeting
Recommendation:

That the Honorable City Council approve the minutes of the Regular City Council Meetings held on March 1, 2022, and March 15, 2022, and the Special City Council Meeting held on March 17, 2022
Fiscal Impact:

There is no fiscal impact as a result of this action.

Attachments: A. Minutes of the March 1, 2022 Regular City Council Meeting B. Minutes of the March 15, 2022 Regular City Council Meeting C. Minutes of the March 17, 2022 Special City Council Meeting Attachment A
Minutes of the March 1, 2022
Regular City Council Meeting

City Council Chambers
14343 Civic Drive
Victorville, CA
www.victorvilleca.gov

VICTORVILLE CITY COUNCIL

VICTORVILLE LIBRARY BOARD OF TRUSTEES

SOUTHERN CALIFORNIA LOGISTICS RAIL AUTHORITY

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY

THE CITY AS HOUSING ASSETS SUCCESSOR

JOINT POWERS FINANCING AUTHORITY

VICTORVILLE WATER DISTRICT

Regular Meeting Minutes
Tuesday, March 1, 2022
5:00 p.m. Closed Session
6:00 p.m. Regular Session

5:00 p.m. Closed Session

Call to Order

Roll Call

Present: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving

Absent: Mayor Jones

Public Comments for Closed Session Items

None

Declaration of Closed Session Item(s) by City Attorney

City Attorney Andre de Bortnowsky announced one (1) closed session item as set forth on the agenda.

CITY COUNCIL

A. Conference with Legal Counsel – Existing Litigation Pursuant to Government Code 54956.9(D)(1):

Case Name: David Stapleton, as assignee PART LLC. v. Southern California Logistics Airport Authority, et al
Case Number: San Bernardino Superior Court Case No. CIVDS1816606

Recess to Closed Session

6:00 p.m. Regular Session

Call to Order

Roll Call

Present: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving

Absent: Mayor Jones

Also Present:

City Manager Keith C. Metzler, Deputy City Manager Sophie Smith, Deputy City Manager Jenele Davidson, City Clerk Jennifer Thompson, City Attorney Andre de Bortnowsky

Closed Session Announcements by the City Attorney

City Attorney Andre de Bortnowsky announced one (1) closed session item as set forth on the agenda. There were no reportable actions with respect to the item.

Invocation: Pastor Paul Gostanian of High Desert Church

Pledge of Allegiance: Police Captain John Wickum

City Clerk Presents Agenda/Revisions to Agenda

City Clerk announced one (1) revision. Item 2 had revisions to the Fiscal Impact section, the Discussion section, Attachment A, and Attachment B.

Conflict of Interest Declarations

There were no conflicts of interest reported.

Introduction to Public Comments

Mayor Pro Tem Irving provided an opening statement regarding public comments.

Public Comments

The following people spoke:

DeAnn Hudgins spoke on general items.

Roger LaPlante spoke on general items.

Ralph Brown spoke on general items.

PUBLIC HEARING(S)

1. Sewer Main Lining at Various Locations 2022 Project – Award of Construction Contract

Recommendation:

That the Honorable City Council:
(1) Approve the Notice of Exemption; and
(2) Award a construction contract to Southwest Pipeline and Trenchless Corp. in the amount of $1,682,656.50 for the Sewer Main Lining Various Locations 2022 Project.

Questions ensued

Mayor Pro Tem Irving opened the Public Hearing.

The following people spoke:

Ralph Brown spoke in opposition.

Mayor Pro Tem Irving closed the Public Hearing.

Motion was made to approve staff recommendations

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Comments ensued

Motion passed 3-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving

Absent: Mayor Jones

2. Mid-Year Budget Review and Amendment Request to the 2021-22 Fiscal Budget

Recommendation:

That the City Council and Board of Directors approve the changes reflected in this agenda item along with the included attachments by adopting:
(1) Resolution No. 22- 018 of the City Council amending Resolution 21- 064, as amended, the budget resolution for the City of Victorville for the Fiscal Year 2021-2022 (2) Resolution No. VWD -22-001 of the Victorville Water District amending Resolution 21 -012, as amended, the budget resolution for the Victorville Water District for the Fiscal Year 2021- 2022
(3) Resolution No. SCLAA -22-004 of the Southern California Logistics Airport Authority amending Resolution 21- 005, as amended, the budget resolution for the Southern California Logistics Airport Authority for the Fiscal Year 2021-2022

City Manager, Keith C. Metzler recommended we continue this item to the March 15, 2022, meeting.

Mayor Pro Tem Irving opened the Public Hearing.

The following people spoke:

Ralph Brown spoke in opposition.

Maggie Martin spoke in support.

CONSENT CALENDAR

3. Reject all bids and resolicit for Annual Supply Agreement for Water Treatment Chemicals

Recommendation:

That the Honorable Victorville Water District Board of Directors:
(1) Reject all bids received and opened for the Annual Supply Agreement for Water Treatment Chemicals, Project #CC22-074 ("Project"); and
(2) Direct staff to resolicit the Project.

4. Quarterly Investment Report as of December 31, 2021

Recommendation:

That the City Council/Board of Directors receive and file the attached Quarterly Investment Report as of December 31, 2021.

5. Commercial Demand Schedule No. 16

Recommendation:

That the City Council and Board of Directors ratify Commercial Demand Schedule No. 16 in the amount of $8,272,620.52, covering Electronic Fund Transfers No. 328850 through 328977 and Warrant No. 784506 through 784673 for 02/09/2022 through 02/16/2022 and W ire Transfers dated 02/11/2022 through 02/22/2022, per the adopted budget for Fiscal Year 2021- 2022 for the period covering July 1, 2021 through June 30, 2022.

6. Payroll Warrant List

Recommendation:

That the City Council and Board of Directors ratify Payroll Demand Schedule No.7B for Payroll Period January 07, 2022 through January 21, 2022, in the amount of $1,548,994.16 covering Check No. 32634 through 32654, including Vendor checks. Please note empl oyee Check No. 32640 and 32641 have a live Check and an EFT Advice. Also included are Advice Nos. 284638 through 285068, per adopted budget for Fiscal Year 2020 -2021 period covering July 1, 2021 through June 30, 2022.

Questions ensued

Motion was made to approve staff recommendations

Moved: Councilmember Gomez
Seconded: Mayor Pro Tem Irving

Motion passed 3-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving

Absent: Mayor Jones

WRITTEN COMMUNICATIONS

7. Annual Financial Reports for the Fiscal Year Ended June 30, 2021

Recommendation:

That the City Council and Board of Directors approve a motion to receive and file the following:
(1) City of Victorville Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2021,
(2) Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Governmental Auditing Standards for the Fiscal Year ended June 30, 2021, (3) Victorville Water District Basic Financial Statements for the Fiscal Year ended June 30, 2021, and
(4) Southern California Logistics Airport Authority Basic Financial Statements for the Fiscal Year ended June 30, 2021.

Due to technical difficulties this item was continued after Item 9 of the agenda.

8. Benefits Resolution No. 22-020 and Table of Organization

Recommendation:

That the City Council adopt Benefits Resolution 22-020, revising the Table of Organization and Compensation Schedule, effective January 1, 2022.

City Manager, Keith C. Metzler, recommended this item be continued to the March 15, 2022, meeting.

9. Declaration of Surplus Land – Civic Properties

Recommendation:

That the Board of Directors for the Successor Agency adopt Resolution No. R -SA-22-003 declaring the Civic Properties as “Surplus Land” pursuant to the Surplus Land Act

Questions ensued

7. Motion was made to approve staff recommendation

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Comments ensued

Motion passed 3-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving

Absent: Mayor Jones

Annual Financial Reports for the Fiscal Year Ended June 30, 2021

Due to technical difficulties this item was continued after Item 9 of the agenda.

Kassie Rademacher provided a presentation regarding the City’s Financial Statement audit results.

Questions ensued

Motion was made to approve staff recommendations

Moved: Mayor Pro Tem Irving
Seconded: Councilmember Becerra

Comments ensued

Motion passed 3-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving

Absent: Mayor Jones

10. Declaration of Exempt Surplus Land – Duncan Property

Recommendation:

That the Board of Directors for the Victorville Water District:
(1) Adopt Resolution No. VWD 22-002 declaring the Duncan Property as “Exempt Surplus Land” pursuant to the Surplus Land Act, and authorize the transmittal of a certified copy of the Resolution to the Housing and Community Develo pment (“HCD”) Department, as specified in Section 400(e) of the Surplus Land Act Guidelines; and
(2) Authorize staff to initiate negotiations for the disposition and sale of the Duncan Property with the San Bernardino County Real Estate Services Division

Question ensued

Motion was made to approve staff recommendations

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Comments ensued

Motion passed 3-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving

Absent: Mayor Jones

11. Approval of an Amended and Restated Loan Agreement for the Victor Valley Economic Development Authority Bear Valley Loan

Recommendation:
(1) That the Honorable Victorville Successor Agency Board of Directors adopt Resolution No.

R-SA-22-002 approving an amended restated loan agreement for the Victor Valley Economic Development Authority Bear Valley loan; and
(2) That the Honorable SCLAA Board of Directors adopt Resolution No. SCLAA -22- 006
approving an amended and re stated loan agreement for the Victor Valley Economic Development Authority Bear Valley loan

Questions ensued

Motion was made to approve staff recommendations

Moved: Councilmember Gomez
Seconded: Councilmember Becerra

Motion passed 3-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving

Absent: Mayor Jones

12. Amendment Number Four to a Consultant/Professional Services Provider Agreement with Hinderlinter, de Llamas and Associates for Sales and Use Tax Audit Services

Recommendation:

Staff recommends that City Council approve Amendment Number Four to the Consultant/Professional Services Agreement with Hinderlinter, de Llamas and Associates for the current year not to exceed amount of $150,000.00.

Questions ensued

Motion was made to approve staff recommendation

Moved: Councilmember Becerra
Seconded: Councilmember Gomez

Comments ensued

Motion passed 3-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving

Absent: Mayor Jones

13. Airport Joint Use Agreement Between the United States of America (Air Force) and the Southern California Logistics Airport Authority

Recommendation:

That the Honorable Southern California Logistics Airport Authority Board of Directors:
(1) Approve entering into an Airport Joint Use Agreement between the United States of America (acting by and through the Secretary of the Air Force) and the Southern California Logistics Airport Authority;
(2) Authorize the Airport Director to sign said AJUA; and (3) Adopt Resolution No. SCLAA 22-
007, amending the 2021/2022 budget, increasing revenue
in Fund 450 by $14,554.

Questions ensued

Motion was made to approve staff recommendations

Moved: Councilmember Gomez
Seconded: Councilmember Becerra

Comments ensued

Motion passed 3-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving

Absent: Mayor Jones

14. Award of contract to All American Fence for the construction of a wrought iron fence, concrete repair/replacement, plus the installation of two (2) automatic gates

Recommendation:

That Your Honorable City Council
(1) Approve the award of contract to All American Fence Company for the construction of a wrought iron fence at Fire Station 311, concrete repairs (Additive #1) and the installation of two automatic gates in the amount not to exceed $198,000.00 for project CC22-073.

Questions ensued

Motion was made to approve staff recommendation

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Comments ensued

Motion passed 3-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving

Absent: Mayor Jones

15. City Manager Reports

City Manager, Keith C. Metzler, reported construction was expected to be complete in Summer of 2023 for the widening of the bridge on Bear Valley Rd.

Animal Care and Control Office is resuming pet food donations from Nutro to help serve some of the needs and operations in the Animal Care and Control office.

Free dump day on Saturday March 12, from 8 a.m. to 1 p.m., at the former University Prep site
on Forrest St.

Mega Mart is complete, located on Nisqualli Drive. Other projects underway include Dollar
General, Project Fairing at SCLA, CarMax, Chipotle, Zendejas, and more.

16. Discussion and Possible Action Regarding Upcoming Agenda Items

Councilmember Becerra motioned for discussion and possible action to change the purchasing authority of the City Mana ger from $50,000 to $250,000 to be brought back to Council at the meeting of April 5, 2022.

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Motion passed 2-1

Ayes: Councilmember Becerra, Mayor Pro Tem Irving
Noes: Councilmember Gomez

Absent: Mayor Jones

17. Reports from Council Members

Councilmember Gomez presented her reports, speaking on her being available to the public. She can be reached at (760) 912-3190.

Councilmember Becerra presented her reports, encouraging all citizens to sign up for the City
of Victorville newsletter to get notifications of upcoming events. The Spring Festival is coming up and children are able to sign up for the Easter Egg Hunt.

Mayor Pro Tem Irving presented her reports, thanking her colleagues and the staff on having a
successful meeting.

Adjournment

Mayor Pro Tem Irving adjourned the meeting at 8:17 p.m.

ATTEST:

_________________________ __________________________ Leslie Irving, Mayor Pro Tem Jennifer Thompson, City Clerk

Attachment B
Minutes of the March 15, 2022
Regular City Council Meeting

City Council Chambers
14343 Civic Drive
Victorville, CA
www.victorvilleca.gov

VICTORVILLE CITY COUNCIL

VICTORVILLE LIBRARY BOARD OF TRUSTEES

SOUTHERN CALIFORNIA LOGISTICS RAIL AUTHORITY

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY

THE CITY AS HOUSING ASSETS SUCCESSOR

JOINT POWERS FINANCING AUTHORITY

VICTORVILLE WATER DISTRICT

Regular Meeting Minutes
Tuesday, March 15, 2022
6:00 p.m. Regular Session

6:00 p.m. Regular Session

Call to Order

Roll Call

Present: Councilmember Becerra, Council member Gomez, Mayor Pro Tem Irving, Mayor Jones

Absent: None

Also Present:

City Manager Keith C. Metzler, Deputy City Manager Sophie Smith, Deputy City Manager Jenele Davidson, City Clerk Jennifer Thompson, City Attorney Andre de Bortnowsky

Invocation: Pastor Diondre McBride of Sunrise Church

Pledge of Allegiance: Police Captain John Wickum

Proclamations/Special Presentations

Presentation Recognizing Freedom Writers, Darlene Lara and Nevaeh Castillo and Teachers, Roma Flores and Debra Fernandez

Presentation Recognizing Sohan Patel, Winner of the City’s Civil Rights Memorial Essay Contest

Presentation Recognizing Green de Bortnowsky LLP, Sponsor of the Civil Rights Memorial Essay Contest Plaque

City Clerk Presents Agenda/Revisions to Agenda

City Clerk announce two (2) revisions. Item 11 had revisions to the Fiscal Impact section, Discussion Section, Attachment A, Attachment B, and Attachment C. Item 18 had revisions to Attachment B.

Conflict of Interest Declarations

There were no conflicts of interest reported.

Introduction to Public Comments

Mayor Jones provided an opening statement regarding public comments.

Public Comments

The following people spoke:

Angel Esparza spoke on item 18.

Blanca Gomez spoke on general items.

Sarah Villanueva spoke on the presentations and general items.

Maggie Martin spoke on general items.

Roger LaPlante spoke on item 18.

Basil Kimbrew spoke on general items.

PUBLIC HEARING(S)

1. A Site Plan with a Mitigated Negative Declaration to allow for the development of a 212 unit multi-family apartment complex and a General Plan Amendment from Commercial to High Density Residential and a Zone Change from C-2 General Commercial to R-4 Very High Density Residential on two acres of the proposed 12 acre site on property located at the Southeast corner of Balsam Road and the logical extension of Winona Street

Recommendation:

That the Honorable City Council cond uct a public hearing, receive public testimony, and take the following actions:
(1) Adopt the attached Mitigated Negative Declaration with a Mitigation Monitoring and Reporting Program for the project; and
(2) Adopt Resolution No. 22-021, approving the General Plan Amendment portion of Case No.

PLAN20-00009; and
(3) Introduce Ordinance No. 2426 for adoption and first reading by title only for the Zone Change portion of Case No. PLAN20-00009; and
(4) Waive further reading in full of proposed Ordinance No. 2426; and (5) Adopt Resolution No. 22-022, approving the Site Plan portion of Case No. PLAN20-00009.

Questions ensued

The Chair opened the Public Hearing.

The following people spoke:

Angel Esparza spoke in support.

The Chair closed the Public Hearing.

Motion was made to approve staff recommendations

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

2. Mid-Year Budget Review and Amendment Request to the 2021-22 Fiscal Budget

Recommendation:

That the City Council and Board of Directors approve the changes reflected in this agenda item along with the included attachments by adopting:
(1) Resolution No. 22- 018 of the City Council amending Resolution 21- 064, as amended, the budget resolution for the City of Victorville for the Fiscal Year 2021-2022 (2) Resolution No. VWD-22-001 of the Victorville Water District amending Resolution 21 -012, as amended, the budget resolution for the Victorville Water District for the Fiscal Year 2021- 2022
(3) Resolution No, SCLAA -22-
004 of the Southern California Logistics Airport Authority amending Resolution 21-005, as amended, the budget resolution for the City of Victorville for the Fiscal Year 2021-2022

Questions ensued

The Chair opened the Public Hearing.

The following people spoke:

Mr. Ralph Brown spoke in opposition.

The Chair closed the Public Hearing.

Motion was made to approve staff recommendations

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Comments ensued

Motion passed 3-1

Ayes: Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones Noes: Councilmember Gomez

CONSENT CALENDAR

3. VMUS Operating Result Report for FY 2022 - Quarter 2

Recommendation:

That the Honorable City Council review and file this report.

4. Victorville Water District Operating Results Report for Quarter One (Q1) and Quarter Two (Q2) of Fiscal Year 2022

Recommendation:

That the Honorable Victorville Water District Board of Directors (Board) review and file.

5. Securities Substitution for Tract Map No. 16463

Recommendation:

That the Honorable City Council:
(1) Accept new securities for the public improvements for Tract Map No. 16463; and (2) Release the current Lien Agreement with D.R. Horton for Tract Map No. 16463.

6. Security Reduction for Tract Map No. 15295

Recommendation:

That the Honorable City Council:
(1) Approve a reduction of 80% of the Faithful Performance Bond for the Water and Sewer Improvements for Tract Map No. 15295;
(2) Accept the water and sewer systems for maintenance; and (3) Approve a reduction of 60% of the Faithful Performance Bond for the Street Improvements for Tract Map No. 15295.

7. Calendar Year 2021 Economic Development/Southern California Logistics Airport Activity Report

Recommendation:

This report is informational only. No action is requested.

8. Commercial Demand Schedule No. 17

Recommendation:

That the City Council and Board of Directors ratify Commercial Demand Schedule No. 17 in the amount of $3,526,685.31, covering Electronic Fund Transfers No. 328978 through 329195 and Warrant No. 784674 through 784830 for 02/23/2022 through 03/02/2022 and W ire Transfers dated 02/25/2022, per the adopted budget for Fiscal Year 2021- 2022 for the period covering July 1, 2021 through June 30, 2022.

9. Payroll Warrant List

Recommendation:

That the City Council and Board of Directors ratify the Payroll Demand Schedule No. 8A for Payroll Period January 21, 2022 through February 04, 2022, in the amount of $1,734,136.19 covering Check Nos. 32655 through Nos. 32674, including Vendor checks. Plea se note employee Check No. 32659 has a live Check and an EFT Advice. Also included are Advice Nos. 285069 through 285502, per adopted budget for Fiscal Year 2021- 2022 period covering July 1, 2021 through June 30, 2022.

10. Minutes of the December 16, 2021 Special City Council Meeting, December 21, 2021 Regular City Council Meeting, and December 22, 2021 Adjourned Regular City Council Meeting

Recommendation:

That the Honorable City Council approve the minutes of the Special City Council Meeting held on December 16, 2021, the minutes of the Regular City Council Meeting held on December 21, 2021, and the minutes of the Adjourned Regular City Council Meeting held on December 22, 2021.

Questions ensued

Motion was made to approve staff recommendations

Moved: Mayor Pro Tem Irving
Seconded: Councilmember Becerra

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

WRITTEN COMMUNICATIONS

11. Benefits Resolution No. 22-020 and Table Of Organization

Recommendation:

That the City Council adopt Benefits Resolution 22-020, revising the Table of Organization and Compensation Schedule, effective January 1, 2022.

Questions ensued

Motion was made to approve staff recommendation

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Comments ensued

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

12. Consultant/Professional Services Agreement with Reward Strategy Group

Recommendation:

Staff recommends that City Council approve a Consultant/Professional Services Agreement with Reward Strategy Group for a Compensation Study in an amount not to exceed Eighty-five Thousand Three Hundred and 00/100 dollars ($85,300).

Questions ensued

Motion was made to approve staff recommendation

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Comments ensued

Motion passed 3-1

Ayes: Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones Noes: Councilmember Gomez

13. Amendment to the General Services Provider Standard Agreement with Ferguson Enterprises, Inc. to Furnish and Deliver Waterworks Products and Supplies

Recommendation:

That the Honorable Victorville Water District Board of Directors (Board) approve Amendment No. 3 to the General Services Provider Agreement by and between Victorville Water District (District) and Ferguson Enterprises, Inc. (Ferguson) to Furnish and Deliver Waterworks Products and Supplies, Project CC20-014, for an additional amount of $267,275.

Questions ensued

Motion was made to approve staff recommendation

Moved: Councilmember Gomez
Seconded: Mayor Pro Tem Irving

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

14. Purchase and Sale Agreement by and between Southern California Logistics Airport Authority and Santi Rao

Recommendation:

That Your Honorable Southern California Logistics Airport Authority Board of Directors:
(1) Authorize the Purchase and Sale Agreement by and between the Southern California Logistics Airport Authority and Mr. Santi Rao for the purchase of Assessor’s Parcel Number 0459-032-39;
(2) Approve Resolution No. SCLAA 22- 005 amending the 2021/2022 budget increasing expenditures in Fund 455 by $210,000; and
(3) Authorize the Airport Director to execute transactional documents to effectuate the purchase of subject property, including making non substantive modifications to th e Purchase and Sale Agreement.

Questions ensued

Motion was made to approve staff recommendations

Moved: Councilmember Gomez
Seconded: Mayor Pro Tem Irving

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

15. Purchase of Fleet Vehicles Under Project CC22-060 Purchase of New Vehicles

Recommendation:

That the Honorable City Council:
(1) Approve the purchase of fleet vehicles from Project CC22 -060 vehicle list, through several procurement methods such as cooperative purchasing programs, lead agency piggyback programs, and availability of suitable dealer lot inventory; and (2) Authorize the City Manager to execute any documents necessary for such purchases.

Questions ensued

Motion was made to approve staff recommendations

Moved: Councilmember Gomez
Seconded: Mayor Pro Tem Irving

Comments ensued

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

The Chair called a recess at 8:09 p.m.

Recess concluded at 8:20 p.m.

16. Approval for Purchase of Leotek LED Safety Lights

Recommendation:

That the Honorable City Council approve the purchase of 108 Leotek LED safety lights from South Coast Lighting & Design in the amount of $64,480.05.

Questions ensued

Motion was made to approve staff recommendation

Moved: Councilmember Becerra
Seconded: Councilmember Gomez

Comments ensued

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

17. Vacation of a Public Utility Easement on Property Located on Village Drive, near Culebra Road, Tract Map No. 4594, Lot Nos. 2 and 3

Recommendation:

That the Honorable City Council adopt the attached Resolution No. 22- 023 to vacate a public utility easement on Tract Map No. 4594, Lot Nos. 2 and 3.

Questions ensued

Motion was made to approve staff recommendation

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Comments ensued

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

Motion was made to consider Items 18, 19, 20, and 21 concurrently , with Item 18 requiring a four fifths vote.

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Motion passed 3-1

Ayes: Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones Noes: Councilmember Gomez

18. Wellness Center Project - Award of Phase 1 Construction Contract by the Victorville Water District

Recommendation:

That the Honorable City Council:
(1) Approve Resolution No. 22-025, authorizing the waiver of bidding requirements and use of cooperative purchasing construction agreements procured through Sourcewell for the Wellness Center project; and
(2) Award a construction contract to Angels Contractors Inc. for an initial f irst phase of construction in the amount of $4,827,947.76 for the Wellness Center project.

19. Wellness Center Project - Construction Management

Recommendation:

That the Honorable City Council approve a Consultant / Professional Services Provider Agreement for the Wellness Center Project construction management with the Pacifica Services, Inc., in an amount not to exceed of $2,373,601.

20. Wellness Center Project - Cooperative Agreement with Victor Valley Wastewater Reclamation Authority (VVWRA)

Recommendation:

That the Honorable City Council approve a Cooperative Agreement between the City and VVWRA related to the construction of a sewer pipe within the Wellness Center Project boundaries and authorize the City Attorney to make non-substantive revisions to the agreement.

21. Wellness Center Project - Amendment No. 1 to Agreement with ECORP Consulting, Inc. for environmental services

Recommendation:

The Honorable City Council approve Amendment No. 1 to the Consultant / Professional Services Provider Agreement with ECORP Consulting, Inc. for additional scope of work, an extension of the term to expire December 31, 2022, and an increase in compensation by $123,500, thereby increasing the total cumulative n ot to exceed sum from $115,975 to $239,475, for the environmental services associated with the construction of the Wellness Center.

Questions ensued

Motion to adopt individual staff recommendations for Items 18, 19, 20, and 21

Moved: Mayor Pro Tem Irving
Seconded: Councilmember Becerra

Discussion ensued

Motion passed 3-1 for Items 19, 20, and 21
Motions failed 3-1 for Item 18

Ayes: Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones Noes: Councilmember Gomez

Motion was made to reconsider Item 18 during the present time.

Moved: Councilmember Becerra
Seconded: Mayor Jones

Motion passed 3-1

Ayes: Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones Noes: Councilmember Gomez

Discussion ensued

Motion was made to approve staff recommendations of Item 18

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Motions fails 3-1

Ayes: Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones Noes: Councilmember Gomez

Councilmember Becerra left the dais at 9:15 p.m.

Motion was made to consider Items 22 and 23 concurrently.

Moved: Mayor Pro Tem Irving
Seconded:

Mayor Jones

Motion passed 2-1

Ayes: Mayor Pro Tem Irving, Mayor Jones
Noes: Councilmember Gomez

Absent: Councilmember Becerra

22. Approval of a Second Amended and Restated Loan Agreement for the Victor Valley Economic Development Authority Property Acquisition Loan

Recommendation:

That the Honorable City as Housing Assets Successor (CHAS) Board of Directors adopt Resolution No. CHAS 22-002.

23. Approval of an Amended and Restated Loan Agreement for the Victor Valley Economic Development Authority Supplemental Educational Revenue Augmentation Fund Loan

Recommendation:

That the Honorable City as Housing Assets Successor (CHAS) Board of Directors adopt Resolution No. CHAS 22-001.

Questions ensued

Motion was made to approve staff recommendations

Moved: Mayor Pro Tem Irving
Seconded: Mayor Jones

Comments ensued

Motion passed 3-0 for Item 22
Motion failed 2-1 for Item 23

Ayes: Mayor Pro Tem Irving, Mayor Jones, Councilmember Gomez Noes: Councilmember Gomez on Item 23

Absent: Councilmember Becerra

The Chair called a recess at 9:22 p.m.

Recess concluded at 9:27 p.m.

Councilmember Becerra returned to the dais at 9:29 p.m.

24. Declaration of Exempt Surplus Land – Parks Division Properties

Recommendation:

That the City Council:
(1) Adopt Resolution No. 22- 016 declaring three properties owned by the City as “Exempt Surplus Land” pursuant to the Surplus Land Act;
(2) Authorize the transmittal of a certified copy of the Resolution to the Housing and Community Development (“ HCD”) Department, as specified in Section 400(e) of the Surplus Land Act Guidelines; and
(3) Authorize staff to initiate negotiations for the disposition and sale of the properties with the Mojave Water Agency.

Questions ensued

Motion was made to approve staff recommendations

Moved: Mayor Pro Tem Irving
Seconded: Mayor Jones

Comments ensued

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

25. Adoption of Resolution No. 22-017 Opposing Initiative 21-0042A1, the Taxpayer Protection and Government Accountability Act

Recommendation:

That the Honorable City Council Adopt Resolution No. 22-017 Opposing Initiative 21-0042A1.

Questions ensued

Motion was made to approve staff recommendation

Moved: Mayor Pro Tem Irving
Seconded: Councilmember Becerra

Comments ensued

Motion passed 3-1

Ayes: Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones Noes: Councilmember Gomez

Motion was made to reconsider Item 23 during the present time

Moved: Mayor Jones
Seconded: Mayor Pro Tem Irving

Motion passed 3-1

Ayes: Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones Noes: Councilmember Gomez

Motion was made to approve staff recommendation of Item 23

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Comments ensued

Motions passed 3-1

Ayes: Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones Noes: Councilmember Gomez

Motion was made to continue the meeting after 10 p.m.

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Motions passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

26. Amendment No. 3 to the Consultant/Professional Services Provider Agreement with N.B.S.

Government Finance Group

Recommendation:

That the Honorable City Council approve Amendment No. 3 to the Consultant/Professional Services Provider Agreement with N.B.S. Government Finance Group, increasing compensation by $24,798.00 for the completion of the City -wide User Fee Study and Development Impact Fee Study.

Questions ensued

Motion was made to approve staff recommendation

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

27. Consultant/Professional Services Provider Agreement with T.R. Design Group, Inc

Recommendation:

The Honorable City Council approve the Consultant/Professional Services Provider Agreement with T.R. Design Group, Inc. in the amount of $82,262.50 to devel op a conceptual design for library services at the Green Tree Golf Course Clubhouse.

Questions ensued

Motion was made to approve staff recommendation

Moved: Councilmember Becerra
Seconded: Councilmember Gomez

Comments ensued

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

28. Building Forward: Library Infrastructure Grant Program

Recommendation:

That the Honorable City Council adopt Resolution No. 22-024, authorizing the City Manager or his designee to apply, accept and execute grant funds for the Building Forward Library Infrastructure Program Grant from the California State Library.

Questions ensued

Motion was made to approve staff recommendation

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Comments ensued

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

29. City Manager Reports

City Manager, Keith C. Metzler, had nothing to report.

30. Discussion and Possible Action Regarding Upcoming Agenda Items

Motion was made to have a Special Meeting on Thursday , March 17, 2022 , at 6:00 a.m. to appoint a Councilmember for an empty seat until November and bring Item18 back to the floor

Moved: Councilmember Becerra
Seconded: Mayor Jones

Motion passed 3-1

Ayes: Ayes Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones Noes: Councilmember Gomez

Motion was made to declare the month of April as World Autism Month by lighting City Hall up
with blue lights on April 2nd, 2022.

Moved:

Mayor Pro Tem Irving
Seconded: Mayor Jones

Ayes: Councilmember Gomez, Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones

Motion was made to forgo Item 31.

Moved: Mayor Jones
Seconded:

Councilmember Becerra

Motion passed 3-1

Ayes: Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones Noes: Councilmember Gomez

31. Reports from Councilmembers

Council forwent this Item as approved in Item 30.

Adjournment

Mayor Jones adjourned the meeting at 10:19 p.m.

ATTEST:

_________________________ __________________________ Debra Jones, Mayor Jennifer Thompson, City Clerk

Attachment C
Minutes of the March 17, 2022
Special City Council Meeting

City Council Chambers
14343 Civic Drive
Victorville, CA
www.victorvilleca.gov

VICTORVILLE CITY COUNCIL

VICTORVILLE LIBRARY BOARD OF TRUSTEES

SOUTHERN CALIFORNIA LOGISTICS RAIL AUTHORITY

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY

THE CITY AS HOUSING ASSETS SUCCESSOR

JOINT POWERS FINANCING AUTHORITY

VICTORVILLE WATER DISTRICT

Special Meeting Minutes
Thursday, March 17, 2022
6:00 a.m. Special Session

6:00 a.m. Special Session

Call to Order

Roll Call

Present: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

Absent: None

Also Present:

City Manager Keith C. Metzler, Deputy City Manager Sophie Smith, Deputy City Manager Jenele Davidson, City Clerk Jennifer Thompson, City Attorney Andre de Bortnowsky

Invocation: Mayor Jones

Pledge of Allegiance: Police Captain John Wickum

City Clerk Presents Agenda/Revisions to Agenda

City Clerk announced one (1) revision. The revision to Item 1 was the addition of a staff report and backup correspondence.

Conflict of Interest Declarations

There were no conflicts of interest reported.

Introduction to Public Comments

Mayor Jones provided an opening statement regarding public comments.

Public Comments

The following people spoke:

Roger LaPlante spoke on item 1.

Valentin Godina spoke on items 1 and 2.

Andrea Knight spoke on item 1.

Blanca Gomez spoke.

MaryAnn State spoke on item 1.

Ralph Brown spoke.

Councilmember Becerra requested the names from Public Comments letters which support item 1 be read.

High Desert Homeless Services

Women of Noble Character

Victor Valley Rescue Mission

A Better Way / Victor Valley Domestic Violence

Symba Center

Inland Empire Health Plan

Searchlight Society

Housing Authority of the County of San Bernardino

Hilltop Geotechnical and Koury Engineering

Paul Marsh

Andrea Knight

Kareema Abdul spoke.

Basil Kimbrew spoke on items 1 and 2.

Maggie Martin spoke.

Agenda Item

1. Wellness Center Project - Award of Phase 1 Construction Contract by the Victorville Water District

Recommendation:

That the Victorville Water District Board of Directors:

(1) Award a construction contract to Angeles Contractor Inc. for an initial first phase of construction in the amount of $4,827,947.76 for the Wellness Center project.

Questions ensued.

Motion was made to approve staff recommendation

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Comments ensued.

Motion passed 3-1

Ayes: Councilmember Becerra, Mayor Pro Tem Irving, Mayor Jones Noes: Councilmember Gomez

2. Consideration of an Appointment to the Vacant City Council Seat

Councilmember Becerra moved to object to the consideration.

Moved: Councilmember Becerra
Seconded: Mayor Pro Tem Irving

Motion passed 4-0

Ayes: Councilmember Becerra, Councilmember Gomez, Mayor Pro Tem Irving, Mayor Jones

Adjournment

Mayor Jones adjourned the meeting at 6:48 p.m.

ATTEST:

_________________________ __________________________ Debra Jones, Mayor Jennifer Thompson, City Clerk

Item Number: 8
City Council / Board of Directors
Consent Calendar
Meeting of: April 19, 2022
Submitted By:

John Mendiola, Finance Director / City Treasurer

Subject:

Payroll Warrant List
Recommendation:

That the City Council and Board of Directors ratify the Payroll Demand Schedule No. 9A for Payroll Period February 18, 2022 through March 4, 2022, in the amount of $1,515,412.96 covering Check Nos. 32695 through Nos. 32711, including Vendor checks.

Please note employee Check Nos. 32699 has a live Check and an EFT Advice. Also included are Advice Nos. 285944 through 286432, per adopted budget for Fiscal Year 2021-2022 period covering July 1, 2021 through June 30, 2022.

Fiscal Impact:

A total fiscal impact of $1,515,412.96 is authorized with this action. The attached report details the payments by check numbers.

Discussion:

I hereby certify that the claims or demands covered by the attached list of warrants have been audited as to the accuracy and availability of funds for payment thereof and that said claims or demands are accurate and the funds are available for payment thereof.

Attachments: A. Payroll Report PPE 030422
Attachment A
Payroll Report PPE 030422
City of Victorville Council Payroll Report 03/16/2022Page 1 of 14 City of Victorville
City Council Payroll Report
Payroll Period Beginning: February 18, 2022 through March 04, 2022 Checks
Check Number Employee ID Check Date Total Net
32695 3601 02/28/2022 $1,484.93
32696 3570 03/04/2022 $417.54
32697 3551 03/11/2022 $606.27
32698 3630 03/11/2022 $1,379.94
32699 2705 03/11/2022 $819.44
32700 3335 03/11/2022 $1,882.16
32701 3622 03/11/2022 $905.33
32702 2795 03/11/2022 $338.80
32703 74 03/11/2022 $100.00
32704 74 03/11/2022 $200.00
32705 240 03/11/2022 $5.00
32706 787 03/11/2022 $219.05
32707 1182 03/11/2022 $100.00
32708 13491 03/11/2022 $422.31
32709 18154 03/11/2022 $175.00
32710 20821 03/11/2022 $423.00
32711 3563 03/15/2022 $485.02
Checks Total 9,963.79
City of Victorville Council Payroll Report 03/16/2022Page 2 of 14 Advices
Check Number Employee ID Check Date Total Net
32699 2705 03/11/2022 $2,000.00
285944 3608 03/11/2022 $2,128.19
285945 1099 03/11/2022 $657.43
285946 3495 03/11/2022 $1,886.25
285947 3597 03/11/2022 $3,058.42
285948 3243 03/11/2022 $2,570.25
285949 2115 03/11/2022 $4,842.83
285950 3142 03/11/2022 $1,419.67
285951 2682 03/11/2022 $2,021.52
285952 3297 03/11/2022 $630.71
285953 3458 03/11/2022 $357.45
285954 3229 03/11/2022 $4,051.39
285955 3283 03/11/2022 $2,427.07
285956 1064 03/11/2022 $6,070.12
285957 2287 03/11/2022 $2,545.57
285958 3467 03/11/2022 $1,736.50
285959 1706 03/11/2022 $4,525.05
285960 2395 03/11/2022 $2,618.53
285961 3625 03/11/2022 $1,605.53
285962 2624 03/11/2022 $2,324.20
285963 3596 03/11/2022 $2,555.50
285964 3043 03/11/2022 $1,761.50
285965 3031 03/11/2022 $2,396.05
285966 1748 03/11/2022 $2,561.44
285967 2361 03/11/2022 $1,988.46
285968 3502 03/11/2022 $1,741.41
285969 3561 03/11/2022 $2,340.91
285970 1903 03/11/2022 $1,602.91
285971 3616 03/11/2022 $2,173.25
285972 3527 03/11/2022 $1,514.86
285973 2627 03/11/2022 $1,871.14
285974 2366 03/11/2022 $1,675.08
285975 2618 03/11/2022 $1,972.34
285976 2594 03/11/2022 $2,434.15
285977 2297 03/11/2022 $1,685.22
285978 3516 03/11/2022 $2,438.30
285979 2093 03/11/2022 $1,540.72
285980 1973 03/11/2022 $3,158.13
285981 2019 03/11/2022 $2,268.81
285982 3494 03/11/2022 $2,224.69
285983 3538 03/11/2022 $1,611.08
City of Victorville Council Payroll Report 03/16/2022Page 3 of 14 285984 2102 03/11/2022 $2,669.89
285985 2233 03/11/2022 $2,528.55
285986 2606 03/11/2022 $1,958.65
285987 3046 03/11/2022 $1,772.29
285988 1635 03/11/2022 $4,657.21
285989 3327 03/11/2022 $1,989.92
285990 3619 03/11/2022 $1,222.33
285991 3624 03/11/2022 $1,844.73
285992 3009 03/11/2022 $3,522.84
285993 2619 03/11/2022 $2,152.88
285994 2603 03/11/2022 $1,606.84
285995 2491 03/11/2022 $2,106.32
285996 2235 03/11/2022 $6,039.98
285997 2300 03/11/2022 $2,952.04
285998 2655 03/11/2022 $1,420.86
285999 2032 03/11/2022 $2,567.16
286000 2685 03/11/2022 $1,606.58
286001 3521 03/11/2022 $2,022.77
286002 3528 03/11/2022 $1,762.57
286003 3045 03/11/2022 $2,271.39
286004 3499 03/11/2022 $1,776.63
286005 3362 03/11/2022 $1,833.15
286006 2232 03/11/2022 $2,473.70
286007 1957 03/11/2022 $2,135.77
286008 3290 03/11/2022 $1,904.30
286009 3085 03/11/2022 $1,928.18
286010 3246 03/11/2022 $2,955.53
286011 2042 03/11/2022 $4,607.34
286012 3615 03/11/2022 $2,349.99
286013 2323 03/11/2022 $2,903.34
286014 1767 03/11/2022 $2,696.78
286015 3508 03/11/2022 $1,966.47
286016 2225 03/11/2022 $3,152.97
286017 3544 03/11/2022 $1,778.77
286018 3221 03/11/2022 $2,517.10
286019 1533 03/11/2022 $2,165.45
286020 3501 03/11/2022 $2,827.03
286021 2833 03/11/2022 $1,849.76
286022 1627 03/11/2022 $3,607.08
286023 2211 03/11/2022 $4,243.34
286024 3497 03/11/2022 $1,029.45
286025 1426 03/11/2022 $1,023.58
286026 3105 03/11/2022 $1,644.14
286027 2254 03/11/2022 $2,878.26
City of Victorville Council Payroll Report 03/16/2022Page 4 of 14 286028 3618 03/11/2022 $1,863.60
286029 3482 03/11/2022 $1,619.82
286030 3354 03/11/2022 $3,367.22
286031 3011 03/11/2022 $1,558.02
286032 3623 03/11/2022 $1,012.05
286033 3295 03/11/2022 $1,650.01
286034 3184 03/11/2022 $3,013.58
286035 3400 03/11/2022 $1,844.87
286036 3547 03/11/2022 $1,069.15
286037 2742 03/11/2022 $2,517.81
286038 3089 03/11/2022 $3,038.24
286039 2379 03/11/2022 $2,162.49
286040 3565 03/11/2022 $1,069.15
286041 2711 03/11/2022 $1,570.68
286042 3586 03/11/2022 $1,667.77
286043 3190 03/11/2022 $2,178.69
286044 2249 03/11/2022 $4,304.95
286045 3250 03/11/2022 $1,599.94
286046 3548 03/11/2022 $1,012.05
286047 3511 03/11/2022 $2,245.58
286048 3581 03/11/2022 $1,253.75
286049 3396 03/11/2022 $2,037.55
286050 3519 03/11/2022 $2,139.79
286051 3541 03/11/2022 $2,042.83
286052 2499 03/11/2022 $2,655.68
286053 3379 03/11/2022 $2,101.95
286054 2105 03/11/2022 $4,094.82
286055 2515 03/11/2022 $2,060.74
286056 2679 03/11/2022 $2,236.21
286057 3490 03/11/2022 $1,892.45
286058 3475 03/11/2022 $2,860.98
286059 3353 03/11/2022 $2,562.65
286060 3627 03/11/2022 $1,564.95
286061 3542 03/11/2022 $1,537.96
286062 1955 03/11/2022 $3,543.67
286063 3147 03/11/2022 $3,065.62
286064 1632 03/11/2022 $2,675.80
286065 3148 03/11/2022 $2,703.59
286066 3195 03/11/2022 $1,655.48
286067 3602 03/11/2022 $2,070.41
286068 1970 03/11/2022 $2,196.20
286069 1520 03/11/2022 $2,241.79
286070 2605 03/11/2022 $1,874.36
286071 3505 03/11/2022 $3,825.17
City of Victorville Council Payroll Report 03/16/2022Page 5 of 14 286072 2540 03/11/2022 $3,074.55
286073 3522 03/11/2022 $1,736.12
286074 2377 03/11/2022 $2,463.82
286075 1079 03/11/2022 $2,353.16
286076 3463 03/11/2022 $2,400.14
286077 2312 03/11/2022 $2,248.88
286078 3510 03/11/2022 $2,974.67
286079 1901 03/11/2022 $5,199.29
286080 3628 03/11/2022 $2,430.66
286081 3068 03/11/2022 $1,884.75
286082 3129 03/11/2022 $3,119.08
286083 1998 03/11/2022 $2,676.52
286084 2376 03/11/2022 $3,987.22
286085 2111 03/11/2022 $2,403.01
286086 3303 03/11/2022 $3,147.48
286087 3558 03/11/2022 $2,251.01
286088 1655 03/11/2022 $2,766.74
286089 3285 03/11/2022 $2,376.96
286090 1529 03/11/2022 $1,724.07
286091 3238 03/11/2022 $3,629.29
286092 3242 03/11/2022 $2,224.78
286093 3346 03/11/2022 $1,928.72
286094 1776 03/11/2022 $2,805.84
286095 3192 03/11/2022 $1,850.05
286096 2635 03/11/2022 $2,239.75
286097 2798 03/11/2022 $1,970.72
286098 2522 03/11/2022 $3,158.74
286099 3265 03/11/2022 $2,014.47
286100 1503 03/11/2022 $2,636.56
286101 1515 03/11/2022 $2,082.79
286102 2505 03/11/2022 $2,280.26
286103 3299 03/11/2022 $1,791.12
286104 3113 03/11/2022 $1,940.08
286105 1007 03/11/2022 $3,080.02
286106 2343 03/11/2022 $669.34
286107 3273 03/11/2022 $2,136.55
286108 3121 03/11/2022 $1,709.21
286109 1497 03/11/2022 $2,161.62
286110 3537 03/11/2022 $2,027.66
286111 2192 03/11/2022 $1,625.79
286112 2034 03/11/2022 $1,864.36
286113 2275 03/11/2022 $2,580.45
286114 3380 03/11/2022 $2,383.16
286115 3191 03/11/2022 $2,089.29
City of Victorville Council Payroll Report 03/16/2022Page 6 of 14 286116 2530 03/11/2022 $2,608.04
286117 3496 03/11/2022 $313.20
286118 3051 03/11/2022 $1,784.26
286119 1750 03/11/2022 $2,204.17
286120 2770 03/11/2022 $1,729.39
286121 2228 03/11/2022 $2,001.91
286122 3101 03/11/2022 $2,399.65
286123 3611 03/11/2022 $1,150.68
286124 3388 03/11/2022 $1,164.76
286125 1249 03/11/2022 $1,813.33
286126 3284 03/11/2022 $1,649.73
286127 3580 03/11/2022 $1,012.05
286128 3621 03/11/2022 $1,069.15
286129 3270 03/11/2022 $1,499.50
286130 1117 03/11/2022 $3,025.55
286131 1625 03/11/2022 $2,639.58
286132 2248 03/11/2022 $1,803.94
286133 3620 03/11/2022 $1,071.94
286134 3263 03/11/2022 $1,465.69
286135 1588 03/11/2022 $1,960.90
286136 2189 03/11/2022 $2,238.73
286137 3560 03/11/2022 $1,461.89
286138 3509 03/11/2022 $1,874.80
286139 3226 03/11/2022 $2,003.73
286140 3257 03/11/2022 $1,629.78
286141 1121 03/11/2022 $2,068.96
286142 2689 03/11/2022 $1,008.95
286143 3149 03/11/2022 $2,191.42
286144 2181 03/11/2022 $2,078.01
286145 1865 03/11/2022 $2,173.98
286146 3479 03/11/2022 $1,022.96
286147 3331 03/11/2022 $1,563.43
286148 1723 03/11/2022 $1,291.15
286149 3288 03/11/2022 $1,226.05
286150 3296 03/11/2022 $1,823.13
286151 3572 03/11/2022 $1,004.56
286152 2531 03/11/2022 $3,862.20
286153 1513 03/11/2022 $2,648.06
286154 2118 03/11/2022 $984.59
286155 3387 03/11/2022 $974.04
286156 3330 03/11/2022 $1,457.47
286157 2681 03/11/2022 $3,035.92
286158 2119 03/11/2022 $1,680.27
286159 1612 03/11/2022 $1,815.27
City of Victorville Council Payroll Report 03/16/2022Page 7 of 14 286160 1282 03/11/2022 $2,346.47
286161 3610 03/11/2022 $1,069.15
286162 3277 03/11/2022 $1,661.34
286163 3287 03/11/2022 $1,740.37
286164 3037 03/11/2022 $1,547.40
286165 1449 03/11/2022 $2,400.23
286166 3481 03/11/2022 $997.65
286167 2677 03/11/2022 $4,382.24
286168 3341 03/11/2022 $1,745.93
286169 1137 03/11/2022 $1,549.51
286170 2383 03/11/2022 $1,665.10
286171 3130 03/11/2022 $1,681.88
286172 2489 03/11/2022 $1,491.88
286173 3361 03/11/2022 $1,707.64
286174 3139 03/11/2022 $1,528.30
286175 3099 03/11/2022 $2,205.35
286176 2696 03/11/2022 $1,663.81
286177 1287 03/11/2022 $2,638.02
286178 3536 03/11/2022 $2,310.53
286179 1254 03/11/2022 $1,796.33
286180 3187 03/11/2022 $1,748.47
286181 2368 03/11/2022 $1,737.40
286182 3095 03/11/2022 $1,834.48
286183 3532 03/11/2022 $1,920.33
286184 3258 03/11/2022 $1,022.32
286185 3100 03/11/2022 $2,343.48
286186 3259 03/11/2022 $1,022.32
286187 3344 03/11/2022 $1,665.42
286188 1338 03/11/2022 $3,194.93
286189 3507 03/11/2022 $1,082.35
286190 2229 03/11/2022 $1,566.07
286191 1049 03/11/2022 $2,130.26
286192 1506 03/11/2022 $1,757.59
286193 3568 03/11/2022 $467.77
286194 1959 03/11/2022 $2,952.46
286195 3004 03/11/2022 $1,898.56
286196 1893 03/11/2022 $1,818.87
286197 3626 03/11/2022 $1,616.70
286198 1581 03/11/2022 $2,309.97
286199 3279 03/11/2022 $1,806.53
286200 2460 03/11/2022 $1,790.53
286201 3112 03/11/2022 $1,689.95
286202 2732 03/11/2022 $1,676.98
286203 3338 03/11/2022 $1,438.75
City of Victorville Council Payroll Report 03/16/2022Page 8 of 14 286204 2552 03/11/2022 $1,760.78
286205 2476 03/11/2022 $3,612.70
286206 2279 03/11/2022 $2,082.76
286207 3515 03/11/2022 $4,402.00
286208 3092 03/11/2022 $1,353.15
286209 3138 03/11/2022 $2,534.57
286210 3146 03/11/2022 $3,115.14
286211 2748 03/11/2022 $2,450.17
286212 2669 03/11/2022 $2,956.54
286213 2623 03/11/2022 $1,732.07
286214 2637 03/11/2022 $3,473.41
286215 3079 03/11/2022 $1,615.27
286216 2638 03/11/2022 $2,560.47
286217 3513 03/11/2022 $1,744.28
286218 3109 03/11/2022 $2,262.93
286219 2671 03/11/2022 $2,952.39
286220 3019 03/11/2022 $2,767.94
286221 2593 03/11/2022 $2,145.81
286222 3328 03/11/2022 $2,165.82
286223 3461 03/11/2022 $1,892.60
286224 2626 03/11/2022 $1,986.02
286225 3038 03/11/2022 $2,526.52
286226 3052 03/11/2022 $1,805.94
286227 2290 03/11/2022 $1,810.70
286228 3110 03/11/2022 $2,223.80
286229 2641 03/11/2022 $1,842.29
286230 2612 03/11/2022 $2,211.55
286231 2642 03/11/2022 $2,687.12
286232 2674 03/11/2022 $2,198.35
286233 3231 03/11/2022 $2,148.85
286234 3228 03/11/2022 $2,217.17
286235 2628 03/11/2022 $2,509.52
286236 3301 03/11/2022 $1,504.65
286237 2630 03/11/2022 $2,678.59
286238 2643 03/11/2022 $1,813.09
286239 3182 03/11/2022 $2,239.78
286240 2599 03/11/2022 $2,574.79
286241 2683 03/11/2022 $1,743.43
286242 2753 03/11/2022 $2,051.84
286243 2610 03/11/2022 $2,163.50
286244 3323 03/11/2022 $1,707.98
286245 1389 03/11/2022 $2,381.50
286246 3264 03/11/2022 $1,794.46
286247 2808 03/11/2022 $2,040.70
City of Victorville Council Payroll Report 03/16/2022Page 9 of 14 286248 2646 03/11/2022 $3,253.14
286249 3617 03/11/2022 $2,184.84
286250 2600 03/11/2022 $2,414.05
286251 2524 03/11/2022 $2,254.24
286252 2686 03/11/2022 $1,843.21
286253 2193 03/11/2022 $2,150.27
286254 3322 03/11/2022 $2,988.03
286255 3629 03/11/2022 $2,119.53
286256 3230 03/11/2022 $2,773.08
286257 1931 03/11/2022 $1,936.54
286258 2038 03/11/2022 $1,674.51
286259 2339 03/11/2022 $2,118.68
286260 2678 03/11/2022 $3,221.77
286261 3240 03/11/2022 $1,961.33
286262 3215 03/11/2022 $2,566.05
286263 3035 03/11/2022 $1,815.82
286264 3185 03/11/2022 $2,034.59
286265 1853 03/11/2022 $2,614.11
286266 3503 03/11/2022 $2,266.84
286267 3589 03/11/2022 $830.51
286268 3579 03/11/2022 $375.58
286269 3376 03/11/2022 $2,735.32
286270 3384 03/11/2022 $964.40
286271 3386 03/11/2022 $1,799.71
286272 2488 03/11/2022 $592.50
286273 3120 03/11/2022 $895.76
286274 3474 03/11/2022 $1,781.98
286275 3582 03/11/2022 $709.13
286276 3252 03/11/2022 $2,315.68
286277 3070 03/11/2022 $1,948.17
286278 1866 03/11/2022 $1,596.79
286279 3371 03/11/2022 $959.77
286280 3577 03/11/2022 $382.41
286281 3267 03/11/2022 $883.54
286282 2478 03/11/2022 $938.87
286283 3470 03/11/2022 $755.93
286284 3315 03/11/2022 $916.80
286285 3573 03/11/2022 $494.60
286286 3471 03/11/2022 $919.25
286287 3531 03/11/2022 $3,368.67
286288 3587 03/11/2022 $702.72
286289 3029 03/11/2022 $1,631.38
286290 2564 03/11/2022 $116.09
286291 3326 03/11/2022 $2,917.27
City of Victorville Council Payroll Report 03/16/2022Page 10 of 14 286292 3609 03/11/2022 $794.85
286293 3492 03/11/2022 $430.84
286294 3491 03/11/2022 $360.29
286295 3576 03/11/2022 $160.47
286296 3566 03/11/2022 $413.14
286297 3397 03/11/2022 $1,843.89
286298 2006 03/11/2022 $2,277.89
286299 2684 03/11/2022 $1,389.27
286300 1966 03/11/2022 $2,051.35
286301 2204 03/11/2022 $2,829.47
286302 2355 03/11/2022 $2,032.08
286303 3500 03/11/2022 $2,027.70
286304 2039 03/11/2022 $1,705.98
286305 3281 03/11/2022 $1,280.71
286306 1990 03/11/2022 $2,137.87
286307 3550 03/11/2022 $1,812.64
286308 2629 03/11/2022 $1,874.61
286309 3348 03/11/2022 $1,746.17
286310 1544 03/11/2022 $2,106.36
286311 3543 03/11/2022 $1,752.60
286312 3107 03/11/2022 $1,959.92
286313 3081 03/11/2022 $1,869.10
286314 3523 03/11/2022 $3,138.28
286315 3271 03/11/2022 $1,645.14
286316 3017 03/11/2022 $3,937.59
286317 3512 03/11/2022 $2,168.26
286318 2027 03/11/2022 $1,098.62
286319 2330 03/11/2022 $2,151.10
286320 1932 03/11/2022 $1,669.25
286321 2590 03/11/2022 $1,552.01
286322 3437 03/11/2022 $3,260.14
286323 3416 03/11/2022 $2,374.68
286324 3421 03/11/2022 $3,171.83
286325 3439 03/11/2022 $1,864.75
286326 3440 03/11/2022 $3,059.13
286327 3441 03/11/2022 $2,432.30
286328 3559 03/11/2022 $4,286.45
286329 3473 03/11/2022 $2,299.47
286330 3406 03/11/2022 $4,231.13
286331 3422 03/11/2022 $2,661.57
286332 3407 03/11/2022 $3,331.88
286333 3442 03/11/2022 $2,542.78
286334 3368 03/11/2022 $1,245.48
286335 3433 03/11/2022 $3,134.96
City of Victorville Council Payroll Report 03/16/2022Page 11 of 14 286336 3469 03/11/2022 $3,183.62
286337 3424 03/11/2022 $2,536.01
286338 3414 03/11/2022 $3,905.04
286339 3443 03/11/2022 $3,887.28
286340 3600 03/11/2022 $4,169.99
286341 3598 03/11/2022 $3,276.52
286342 3418 03/11/2022 $1,902.76
286343 3444 03/11/2022 $2,597.37
286344 3583 03/11/2022 $3,639.05
286345 3585 03/11/2022 $2,983.14
286346 1718 03/11/2022 $4,237.49
286347 3409 03/11/2022 $3,300.60
286348 3426 03/11/2022 $2,378.38
286349 3584 03/11/2022 $3,187.63
286350 3410 03/11/2022 $2,796.09
286351 3447 03/11/2022 $2,395.20
286352 3427 03/11/2022 $3,581.15
286353 3607 03/11/2022 $2,876.28
286354 3411 03/11/2022 $3,499.54
286355 3448 03/11/2022 $2,613.96
286356 3571 03/11/2022 $2,063.20
286357 3518 03/11/2022 $1,660.17
286358 3449 03/11/2022 $3,695.59
286359 3428 03/11/2022 $3,003.23
286360 3429 03/11/2022 $2,605.51
286361 3455 03/11/2022 $1,919.75
286362 3451 03/11/2022 $3,474.07
286363 3595 03/11/2022 $2,919.62
286364 3430 03/11/2022 $3,438.71
286365 3452 03/11/2022 $2,792.07
286366 3417 03/11/2022 $439.38
286367 3431 03/11/2022 $4,719.39
286368 3419 03/11/2022 $2,617.69
286369 3524 03/11/2022 $1,639.75
286370 3412 03/11/2022 $4,688.28
286371 3420 03/11/2022 $2,794.64
286372 3378 03/11/2022 $3,749.54
286373 3435 03/11/2022 $2,268.27
286374 3432 03/11/2022 $1,773.73
286375 3408 03/11/2022 $3,839.41
286376 3445 03/11/2022 $1,690.64
286377 3456 03/11/2022 $2,604.83
286378 3591 03/11/2022 $2,137.82
286379 3392 03/11/2022 $3,473.95
City of Victorville Council Payroll Report 03/16/2022Page 12 of 14 286380 2210 03/11/2022 $2,457.69
286381 3434 03/11/2022 $3,168.97
286382 3437 03/15/2022 $241.48
286383 3416 03/15/2022 $280.34
286384 3421 03/15/2022 $308.97
286385 3439 03/15/2022 $226.08
286386 3440 03/15/2022 $263.52
286387 3441 03/15/2022 $263.52
286388 3473 03/15/2022 $338.44
286389 3406 03/15/2022 $362.20
286390 3422 03/15/2022 $261.74
286391 3407 03/15/2022 $336.88
286392 3442 03/15/2022 $266.01
286393 3433 03/15/2022 $263.52
286394 3424 03/15/2022 $308.97
286395 3414 03/15/2022 $362.05
286396 3443 03/15/2022 $249.05
286397 3600 03/15/2022 $251.67
286398 3598 03/15/2022 $370.54
286399 3418 03/15/2022 $362.05
286400 3444 03/15/2022 $250.15
286401 3583 03/15/2022 $225.07
286402 1718 03/15/2022 $365.91
286403 3409 03/15/2022 $348.94
286404 3426 03/15/2022 $308.97
286405 3584 03/15/2022 $225.07
286406 3410 03/15/2022 $365.91
286407 3447 03/15/2022 $263.52
286408 3427 03/15/2022 $292.64
286409 3411 03/15/2022 $348.94
286410 3448 03/15/2022 $263.52
286411 3449 03/15/2022 $263.52
286412 3428 03/15/2022 $313.53
286413 3429 03/15/2022 $281.46
286414 3455 03/15/2022 $263.52
286415 3451 03/15/2022 $294.63
286416 3595 03/15/2022 $225.07
286417 3430 03/15/2022 $308.97
286418 3452 03/15/2022 $263.52
286419 3417 03/15/2022 $242.02
286420 3431 03/15/2022 $308.97
286421 3419 03/15/2022 $332.49
286422 3524 03/15/2022 $237.90
286423 3412 03/15/2022 $391.62
City of Victorville Council Payroll Report 03/16/2022Page 13 of 14 286424 3420 03/15/2022 $345.51
286425 3435 03/15/2022 $261.94
286426 3432 03/15/2022 $277.62
286427 3408 03/15/2022 $348.94
286428 3445 03/15/2022 $247.48
286429 3456 03/15/2022 $253.51
286430 3591 03/15/2022 $225.07
286431 3392 03/15/2022 $408.74
286432 3434 03/15/2022 $277.62
Advices Total 979,196.47
City of Victorville Council Payroll Report 03/16/2022Page 14 of 14 Electronic Vendor Payments
Vendor Check Date Total Gross
IRS 3/1/2022 255.62
IRS 3/7/2022 33.42
IRS 3/11/2022 157,418.83
State Taxes 3/1/2022 61.43
State Taxes 3/11/2022 40705.86
CASDU 3/11/2022 4585.51
Deferred Comp (457) 3/14/2022 65805.88
Deferred Comp (401a) 3/11/2022 363.19
PERS 3/16/2022 254,262.96
VV Professional Firefighters 3/10/2022 2,760.00
Total Electronic Payments 526,252.70
Item Number: 9
City Council / Board of Directors
Consent Calendar
Meeting of: April 19, 2022
Submitted By:

John Mendiola, Finance Director / City Treasurer

Subject:

Commercial Demand Schedule No. 19
Recommendation:

That the City Council and Board of Directors ratify Commercial Demand Schedule No. 19 in the amount of $7,882,238.22, covering Electronic Fund Transfers No. 329465 through 329743 and Warrant No. 785018 through 785284 for 03/23/2022 through 04/06/2022 and Wire Transfers dated 03/25/2022 through 04/08/2022, per the adopted budget for Fiscal Year 2021-2022 for the period covering July 1, 2021 through June 30, 2022.

Fiscal Impact:

The total fiscal impact for FY21-22 in the amount of $7,882,238.22 is authorized with this action. The attached report details the total funds paid to vendors.

Background:

Pursuant to the City’s Municipal Code (2.24.080) the attached demands were presented by the departments, audited by the Finance Department and subsequent warrants/wire transfers were issued. All were found to be in conformity to City policies and procedures and funds were budgeted or available to pay said demands. List of commercial warrants and wire transfers are now being presented to Council for approval.

Attachments: A. Commercial Demand Schedule No. 19 Check Register Summary ATTACHMENT A:

Commercial Demand Schedule No. 19 Check Register Summary

CITY OF VICTORVILLE
Report generated: 04/07/2022 11:55 Page 1User:

Program ID:
hguzman
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
329465 03/23/2022 EFT 010063 10-8 RETROFIT, INC. 4,699.15 329466 03/23/2022 EFT 014305 ALBERT A .WEBB ASSOCIATES 8,248.50 329467 03/23/2022 EFT 000144 AMERICAN GREEN DEVELOPERS 14,902.00 329468 03/23/2022 EFT 002921 AMERICAN LANDSCAPE AND MA 71,397.60 329469 03/23/2022 EFT 000165 ANIMAL EMERGENCY CLINIC 720.00 329470 03/23/2022 EFT 007650 BAKER & TAYLOR, INC. 1,285.03 329471 03/23/2022 EFT 000297 BECK OIL, INC. 14,102.01
329472 03/23/2022 EFT 015877 BOOT BARN, INC. 1,539.32
329473 03/23/2022 EFT 010986 BRAUN BLAISING SMITH WYNN 3,199.64 329474 03/23/2022 EFT 014820 CAL-STATE AUTO PARTS 766.69 329475 03/23/2022 EFT 014956 CAMARGO, ANTONIO 413.22
329476 03/23/2022 EFT 027067 COMPASS PEST MANAGEMENT I 112.00 329477 03/23/2022 EFT 015486 CONSOLIDATED ELECTRICAL D 851.47 329478 03/23/2022 EFT 000677 CRAFCO, INC. 3,267.28
329479 03/23/2022 EFT 022931 DUKE'S ROOT CONTROL, INC. 75,000.00 329480 03/23/2022 EFT 019731 EL DORADO BROADCASTERS LL 1,379.00 329482 03/23/2022 EFT 008049 ENVISIONWARE, INC. 871.55
329483 03/23/2022 EFT 015760 FASTENAL COMPANY 599.00
329484 03/23/2022 EFT 017560 FERGUSON WATERWORKS 6,374.60 329485 03/23/2022 EFT 016767 KALMIKOV ENTERPRISES, INC 1,757.32 329486 03/23/2022 EFT 016134 FRONTIER COMMUNICATIONS C 12,037.23 329487 03/23/2022 EFT 003960 CENGAGE LEARNING, INC. 238.98 329488 03/23/2022 EFT 029217 GALE/JORDAN ASSOCIATES, I 1,915.00 329489 03/23/2022 EFT 001063 GOODYEAR TIRE & RUBBER CO 2,705.52 329490 03/23/2022 EFT 001076 GRAINGER 180.88
329491 03/23/2022 EFT 018938 HARRIS & ASSOCIATES, INC. 7,444.75 329492 03/23/2022 EFT 014969 LOS ANGELES TRUCK, LLC 85.12 329494 03/23/2022 EFT 007512 IMPERIAL SPRINKLER SUPPLY 2,844.75 329495 03/23/2022 EFT 018048 INDUSTRIAL CLERICAL RECRU 903.12 329496 03/23/2022 EFT 001059 JOE A. GONSALVES & SON 2,800.00 329497 03/23/2022 EFT 010101 LECTORUM PUBLICATIONS, IN 391.44 329498 03/23/2022 EFT 001548 MCMASTER-CARR SUPPLY CO. 1,343.55 329499 03/23/2022 EFT 017743 PULICE, SAMUEL A. 57.76
329500 03/23/2022 EFT 001603 MOJAVE WATER AGENCY 7,800.00 329501 03/23/2022 EFT 016352 MONTGOMERY, ROGER 175.00
329502 03/23/2022 EFT 017470 MRC SMART TECHNOLOGY SOLU 1.74 329503 03/23/2022 EFT 022816 MUNICIPAL CODE CORPORATIO 1,350.00 329504 03/23/2022 EFT 014011 MYERS AND SONS HI-WAY SAF 1,494.29 329505 03/23/2022 EFT 008568 NBS GOVERNMENT FINANCE GR 9,260.00 329506 03/23/2022 EFT 028213 O'REILLY AUTO PARTS 21.74
329507 03/23/2022 EFT 001789 PARKHOUSE TIRE, INC. 328.13 329508 03/23/2022 EFT 002992 PUBLIC ENTITY RISK MANAGE 372,597.25 329509 03/23/2022 EFT 022232 PERMA-BOUND BOOKS 688.28
329510 03/23/2022 EFT 013165 PETE'S ROAD SERVICE 28.61
329511 03/23/2022 EFT 017106 POUVARANUKOAH, KRIS 948.38 329512 03/23/2022 EFT 001886 PRUDENTIAL OVERALL SUPPLY 1,217.43 329513 03/23/2022 EFT 019063 QUADIENT, INC. 3,830.99
329514 03/23/2022 EFT 018886 R.D. OFFUTT COMPANY 150.13 329515 03/23/2022 EFT 002017 SAFEWAY SIGN CO. 7,151.40
329516 03/23/2022 EFT 020842 ALL PURPOSE FIRE EXT. COR 939.98 329517 03/23/2022 EFT 020203 SKANSKA USA CIVIL WEST CA 855,154.52 329518 03/23/2022 EFT 001153 DS SERVICES OF AMERICA, I 309.80

CITY OF VICTORVILLE
Report generated: 04/07/2022 11:55 Page 2User:

Program ID:
hguzman
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
329519 03/23/2022 EFT 007194 SULLY-MILLER CONTRACTING 843,077.22 329520 03/23/2022 EFT 019701 TIME WARNER CABLE LLC 2,375.00 329521 03/23/2022 EFT 019341 MARTIN, ARMANDO JR. 4,000.00 329522 03/23/2022 EFT 017269 TOWN & COUNTRY TIRE INC 693.14 329523 03/23/2022 EFT 029118 UNITED ROTARY BRUSH CORPO 1,832.44 329524 03/23/2022 EFT 014536 UNITED SITE SERVICES OF C 993.20 329525 03/23/2022 EFT 027706 HD SUPPLY FACILITIES MAIN 264.96 329526 03/23/2022 EFT 015004 U.S. DEPARTMENT OF ENERGY 7,314.39 329527 03/23/2022 EFT 013356 VALLEYWIDE NEWSPAPERS LLC 77.00 329528 03/23/2022 EFT 015079 VERIZON WIRELESS SERVICES 17,896.69 329529 03/23/2022 EFT 008430 CALMAT COMPANY 2,880.19
329530 03/23/2022 EFT 002554 WAXIE SANITARY SUPPLY 1,319.56 329531 03/23/2022 EFT 005698 WEST COAST ARBORISTS INC. 884.00 329532 03/23/2022 EFT 002645 Z.A.P. MANUFACTURING, INC 2,557.25 329533 03/23/2022 EFT 018845 Z GLOBAL INC. 161,855.41
329534 03/30/2022 EFT 002201 AAAE 330.00
329535 03/30/2022 EFT 000104 DANTIN ENTERPRISES, INC. 1,500.00 329536 03/30/2022 EFT 000205 ATLAS COPCO USA HOLDINGS 3,395.24 329537 03/30/2022 EFT 000297 BECK OIL, INC. 35.59
329538 03/30/2022 EFT 000312 BEST, BEST & KRIEGER 1,514.00 329539 03/30/2022 EFT 015877 BOOT BARN, INC. 863.12
329540 03/30/2022 EFT 003245 CALIFORNIA DEPARTMENT OF 32.00 329541 03/30/2022 EFT 002720 CALIFORNIA TOOL & WELDING 23.33 329542 03/30/2022 EFT 014820 CAL-STATE AUTO PARTS 1,308.88 329543 03/30/2022 EFT 016335 CHARTER COMMUNICATION HOL 100.00 329544 03/30/2022 EFT 018132 CLINICAL LABORATORY OF SA 8,334.25 329545 03/30/2022 EFT 015486 CONSOLIDATED ELECTRICAL D 182.40 329546 03/30/2022 EFT 010282 DELTA DENTAL INSURANCE CO 3,930.01 329547 03/30/2022 EFT 009492 DELTA DENTAL OF CALIFORNI 28,306.14 329549 03/30/2022 EFT 005295 DOKKEN ENGINEERING 13,762.84 329550 03/30/2022 EFT 000875 ENDURA STEEL, INC. 883.99
329551 03/30/2022 EFT 015760 FASTENAL COMPANY 21.65
329552 03/30/2022 EFT 017560 FERGUSON ENTERPRISES, LLC 123.84 329553 03/30/2022 EFT 016134 FRONTIER COMMUNICATIONS C 201.92 329554 03/30/2022 EFT 001002 G & M AUTOMOTIVE & TOWING 345.00 329555 03/30/2022 EFT 029217 GALE/JORDAN ASSOCIATES, I 7,120.00 329556 03/30/2022 EFT 001740 G.A. OSBORNE PIPE-SUPPLY 1,380.47 329557 03/30/2022 EFT 001063 GOODYEAR TIRE & RUBBER CO 1,644.00 329558 03/30/2022 EFT 016317 GREATER HOPE FOUNDATION F 225.00 329559 03/30/2022 EFT 001104 HAAKER EQUIPMENT CO. 14,999.89 329560 03/30/2022 EFT 018938 HARRIS & ASSOCIATES, INC. 1,631.25 329561 03/30/2022 EFT 010274 HD SUPPLY CONSTRUCTION SU 469.19 329562 03/30/2022 EFT 028225 HESPERIA OUTDOOR POWER EQ 418.98 329563 03/30/2022 EFT 009762 HIGH DESERT AUTO BODY, IN 760.12 329564 03/30/2022 EFT 014969 LOS ANGELES TRUCK, LLC 1,081.44 329565 03/30/2022 EFT 010774 HR GREEN PACIFIC, INC. 26,180.00 329566 03/30/2022 EFT 024922 INFOSEND, INC 7,582.86
329567 03/30/2022 EFT 017751 MICHAEL BAKER INTERNATION 575.60 329568 03/30/2022 EFT 017743 PULICE, SAMUEL A. 202.08
329569 03/30/2022 EFT 016352 MONTGOMERY, ROGER 225.00
329570 03/30/2022 EFT 017470 MRC SMART TECHNOLOGY SOLU 897.15 329571 03/30/2022 EFT 008568 NBS GOVERNMENT FINANCE GR 844.25

CITY OF VICTORVILLE
Report generated: 04/07/2022 11:55 Page 3User:

Program ID:
hguzman
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
329572 03/30/2022 EFT 028462 NINYO & MOORE GEOTECHNICA 50,783.52 329573 03/30/2022 EFT 009644 NORTHERN SAFETY COMPANY I 200.92 329574 03/30/2022 EFT 028213 O'REILLY AUTO PARTS 5.96
329575 03/30/2022 EFT 013165 PETE'S ROAD SERVICE 1,356.50 329576 03/30/2022 EFT 001886 PRUDENTIAL OVERALL SUPPLY 660.94 329577 03/30/2022 EFT 011150 PSA PRINTING & MAILING SE 897.91 329578 03/30/2022 EFT 024930 REFRIGERATION SUPPLIES DI 100.37 329579 03/30/2022 EFT 028036 RODGERS, CHAD 216.00
329580 03/30/2022 EFT 001987 ROTARY CLUB - VICTORVILLE 64.00 329581 03/30/2022 EFT 020884 SALAS, JEREMY 525.00
329582 03/30/2022 EFT 017661 SCHARDIJN, LISA 469.20
329583 03/30/2022 EFT 015670 SCORPION FIRE PROTECTION, 24,464.98 329584 03/30/2022 EFT 016220 SOUTH COAST EMERGENCY VEH 1,087.31 329585 03/30/2022 EFT 018962 THATTE, SUBODH 6,860.00
329586 03/30/2022 EFT 007194 SULLY-MILLER CONTRACTING 854,626.77 329587 03/30/2022 EFT 002790 TREADWELL, KENNETH R. 4,750.00 329588 03/30/2022 EFT 001169 AUTO PARTS DIRECT LLC 111.27 329589 03/30/2022 EFT 014536 UNITED SITE SERVICES OF C 207.91 329590 03/30/2022 EFT 000095 UNIVAR SOLUTIONS USA INC. 9,619.00 329591 03/30/2022 EFT 015079 VERIZON WIRELESS SERVICES 158.28 329593 03/30/2022 EFT 008430 CALMAT COMPANY 1,068.12
329594 03/30/2022 EFT 002862 V.V. TOW, INC. 137.00
329595 03/30/2022 EFT 002498 VICTOR VALLEY WASTEWATER 168,677.95 329596 03/30/2022 EFT 002554 WAXIE SANITARY SUPPLY 1,359.16 329597 03/30/2022 EFT 005698 WEST COAST ARBORISTS INC. 16,058.00 329598 03/30/2022 EFT 018845 Z GLOBAL INC. 3,519.77
329599 03/30/2022 EFT 014212 ALDERETE, EVONIA 337.24
329600 03/30/2022 EFT 011930 ANDERSON, PAMELA K 323.78
329601 03/30/2022 EFT 019717 ARROYO, JOANN 178.80
329602 03/30/2022 EFT 022271 ASHTON, STEVE 735.31
329603 03/30/2022 EFT 004941 BATES, CAROLEE 588.16
329604 03/30/2022 EFT 003638 BECERRA, ELIZABETH 687.80
329605 03/30/2022 EFT 012054 BECKER, JOHN R 198.25
329606 03/30/2022 EFT 014654 BEVILACQUA, ANTHONY 803.01 329607 03/30/2022 EFT 011916 BIER, MICHAEL 304.78
329608 03/30/2022 EFT 018689 BORROWMAN, STEVEN H. 719.18 329609 03/30/2022 EFT 012066 BROWN, MARTY R 803.01
329610 03/30/2022 EFT 012044 BURCHAK, GLORIA J 301.26
329611 03/30/2022 EFT 011926 BUSH, YVONNE 265.55
329612 03/30/2022 EFT 012056 CALDWELL, TERRY E 183.33
329613 03/30/2022 EFT 001114 CAMELI-STEVENS, LORAINE 158.02 329614 03/30/2022 EFT 003218 CARBAJAL, STEVEN 622.39
329615 03/30/2022 EFT 025314 CASTRO, MELISSA 675.08
329616 03/30/2022 EFT 003645 CATHCART, MICHAEL 1,699.05 329617 03/30/2022 EFT 008111 COLLINS, KEVIN 386.97
329618 03/30/2022 EFT 011935 COSTELLO, JOSE 110.51
329619 03/30/2022 EFT 011934 COX, JAMES L 503.78
329620 03/30/2022 EFT 012064 COY, MICHAEL 87.85
329621 03/30/2022 EFT 012069 DEZWART, AMY LYN 301.26
329622 03/30/2022 EFT 006095 DIAZ, JANET 502.26
329623 03/30/2022 EFT 019734 DORAN, WILLIAM J. III 243.08 329624 03/30/2022 EFT 009544 FALZONE, RICHARD 195.20

CITY OF VICTORVILLE
Report generated: 04/07/2022 11:55 Page 4User:

Program ID:
hguzman
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
329625 03/30/2022 EFT 012046 FITZSIMMONS, RALPH L 50.79 329626 03/30/2022 EFT 012062 FLORES, CYNTHIA D 161.28
329627 03/30/2022 EFT 011940 GARCIA, VINCENT J 720.26
329628 03/30/2022 EFT 011909 GARLAND, SHEILA D 238.83
329629 03/30/2022 EFT 012063 HARBOUR, RAYMOND LEE 831.26 329630 03/30/2022 EFT 015665 HELDRETH, GREGORY 818.67
329631 03/30/2022 EFT 012052 HINOJOS, JANICE A 249.95
329632 03/30/2022 EFT 011677 HOLLAND, KELLEY 243.50
329633 03/30/2022 EFT 012050 JARRETT, JENNIE L 301.26
329634 03/30/2022 EFT 022215 KARRES, RONALD J. 257.09
329635 03/30/2022 EFT 012049 KUHLMANN, EULEMA 102.63
329636 03/30/2022 EFT 014183 LAURIE, BERNEE 409.97
329637 03/30/2022 EFT 012061 LAWSON, JAMES 394.99
329638 03/30/2022 EFT 012047 LEEF, DAVID 183.33
329639 03/30/2022 EFT 009048 LUDWIG, TRACY 481.68
329640 03/30/2022 EFT 019051 LUTHER, KARLA 243.50
329641 03/30/2022 EFT 012060 MADDOX, JONNIE F 337.24
329642 03/30/2022 EFT 011919 MARTINEZ, BASILIO 803.01
329643 03/30/2022 EFT 019440 MCCORMICK, DONNA 661.62
329644 03/30/2022 EFT 014184 MCGINN, JOHN 511.79
329645 03/30/2022 EFT 011918 MCGLADE, JOHN A 161.58
329646 03/30/2022 EFT 004588 MCGOWAN, CHERYL 244.37
329647 03/30/2022 EFT 003603 MCMURTRY, DANIEL 616.98
329648 03/30/2022 EFT 011913 MILLENDER, FRANCENE J 495.14 329649 03/30/2022 EFT 004745 MILLER, BRUCE 315.19
329650 03/30/2022 EFT 011917 MORSE, RENEE 323.78
329651 03/30/2022 EFT 012070 MOSHER, ADELE 74.58
329652 03/30/2022 EFT 012426 MULLINS, DENNIS M. 225.77
329653 03/30/2022 EFT 012065 NEWELL, CAROLYN 719.18
329654 03/30/2022 EFT 003200 O'DELL, DARRELL 477.87
329655 03/30/2022 EFT 013672 OGILVIE-HARPER, MARQUITA 220.72 329656 03/30/2022 EFT 012697 OROS, DWAYNE E. 675.08
329657 03/30/2022 EFT 012057 PATTERSON, ADAIR MARIE 323.78 329658 03/30/2022 EFT 011914 PETERSON, ROGER 152.11
329659 03/30/2022 EFT 022185 PIEPER, WADE 675.08
329660 03/30/2022 EFT 020717 PRUEITT, CORINNE 661.62
329661 03/30/2022 EFT 020716 PRUEITT, DAVID 661.62
329662 03/30/2022 EFT 018894 RANDALL, DAVID L. 521.17
329663 03/30/2022 EFT 011920 RANKIN, SHARON 261.02
329664 03/30/2022 EFT 013209 RANKIN, TIMOTHY 471.39
329665 03/30/2022 EFT 014496 RODRIGUEZ, LOUIE 616.98
329666 03/30/2022 EFT 017345 RUSSO, MARILEE 365.70
329667 03/30/2022 EFT 003583 RUSSO, VINCE 519.39
329668 03/30/2022 EFT 014493 SALAS, GLENN 279.68
329669 03/30/2022 EFT 012045 SALBERG, RAYMOND A 17.58
329670 03/30/2022 EFT 011929 SALINAS SR., XAVIER S 178.26 329671 03/30/2022 EFT 017488 SCHROEDER, KAY D. 265.55
329672 03/30/2022 EFT 014082 SMITH, ARNOLD 106.57
329673 03/30/2022 EFT 011931 SONGER FAMILY SURVIVAL TR 337.24 329674 03/30/2022 EFT 024654 SPARKS, DAVID J. 655.46
329675 03/30/2022 EFT 005559 ST. LOUIS, LINDA 2,025.24
329676 03/30/2022 EFT 018887 STONESIFER, ROBERT 102.63

CITY OF VICTORVILLE
Report generated: 04/07/2022 11:55 Page 5User:

Program ID:
hguzman
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
329677 03/30/2022 EFT 021852 STONESIFER, BARRY 675.08
329678 03/30/2022 EFT 012949 STRATTON, DANIEL 1,485.41
329679 03/30/2022 EFT 012078 THOMASSON, PHILLIP 536.32
329680 03/30/2022 EFT 014806 WASSERMAN, REBECCA A 103.92 329681 03/30/2022 EFT 019160 WEAVER, STUART 419.17
329682 03/30/2022 EFT 011915 WHITE, JAMES M 337.24
329683 03/30/2022 EFT 011924 WILSON, BOBBY G 217.49
329684 03/30/2022 EFT 012048 WILSON, HELEN E 442.45
329685 03/30/2022 EFT 012958 WOLTERS, MARCELLA 414.20
329686 03/30/2022 EFT 012059 ZIZZI, WARREN J 565.27
329687 04/06/2022 EFT 022084 A-1 ENTERPRISE, INC. 1,075.00 329688 04/06/2022 EFT 000004 LITTLEFIELD, DAVID S. 1,825.00 329689 04/06/2022 EFT 014305 ALBERT A .WEBB ASSOCIATES 23,341.16 329690 04/06/2022 EFT 019363 ALL PROPEST CONTROL SERVI 130.00 329691 04/06/2022 EFT 019580 ASTRUM UTILITY SERVICES 15,500.00 329692 04/06/2022 EFT 000205 ATLAS COPCO USA HOLDINGS 2,297.51 329693 04/06/2022 EFT 007650 BAKER & TAYLOR, INC. 307.90 329694 04/06/2022 EFT 015877 BOOT BARN, INC. 159.84
329695 04/06/2022 EFT 014820 CAL-STATE AUTO PARTS 73.49 329696 04/06/2022 EFT 015486 CONSOLIDATED ELECTRICAL D 4,526.83 329697 04/06/2022 EFT 022345 DIAMOND ENVIRONMENTAL SER 100.34 329698 04/06/2022 EFT 015760 FASTENAL COMPANY 342.99
329699 04/06/2022 EFT 017560 FERGUSON ENTERPRISES, LLC 611.75 329700 04/06/2022 EFT 017560 FERGUSON WATERWORKS 708.29 329701 04/06/2022 EFT 016134 FRONTIER COMMUNICATIONS C 9,215.03 329702 04/06/2022 EFT 003960 CENGAGE LEARNING, INC. 344.69 329703 04/06/2022 EFT 001740 G.A. OSBORNE PIPE-SUPPLY 2,501.95 329704 04/06/2022 EFT 000031 GARCIA, JOHN 25.48
329705 04/06/2022 EFT 001063 GOODYEAR TIRE & RUBBER CO 865.52 329706 04/06/2022 EFT 001076 GRAINGER 371.04
329707 04/06/2022 EFT 006269 GREEN, DE BORTNOWSKY, LLP 76,643.53 329708 04/06/2022 EFT 018938 HARRIS & ASSOCIATES, INC. 6,530.00 329709 04/06/2022 EFT 028225 HESPERIA OUTDOOR POWER EQ 12.82 329710 04/06/2022 EFT 000278 HI DESERT ALARM 496.00
329711 04/06/2022 EFT 007512 IMPERIAL SPRINKLER SUPPLY 6,256.03 329712 04/06/2022 EFT 024922 INFOSEND, INC 2,356.62
329713 04/06/2022 EFT 010101 LECTORUM PUBLICATIONS, IN 104.84 329714 04/06/2022 EFT 015804 MISSION AMBULANCE, INC. 101,916.66 329715 04/06/2022 EFT 016352 MONTGOMERY, ROGER 225.00
329716 04/06/2022 EFT 022816 MUNICIPAL CODE CORPORATIO 120.00 329717 04/06/2022 EFT 028462 NINYO & MOORE GEOTECHNICA 13,373.74 329718 04/06/2022 EFT 017861 NYCANCO EMS PRODUCTS, INC 8,308.50 329719 04/06/2022 EFT 003523 ODYSSEY POWER CORPORATION 482.00 329720 04/06/2022 EFT 001789 PARKHOUSE TIRE, INC. 230.44 329721 04/06/2022 EFT 022232 PERMA-BOUND BOOKS 671.60
329722 04/06/2022 EFT 013165 PETE'S ROAD SERVICE 249.46 329723 04/06/2022 EFT 001886 PRUDENTIAL OVERALL SUPPLY 906.65 329724 04/06/2022 EFT 016281 REA'S AUTOMOTIVE INC. 580.55 329725 04/06/2022 EFT 024930 REFRIGERATION SUPPLIES DI 117.72 329726 04/06/2022 EFT 012308 ROADPOST USA ,INC. 119.48
329728 04/06/2022 EFT 016220 SOUTH COAST EMERGENCY VEH 143.65 329729 04/06/2022 EFT 017269 TOWN & COUNTRY TIRE INC 881.07

CITY OF VICTORVILLE
Report generated: 04/07/2022 11:55 Page 6User:

Program ID:
hguzman
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
329730 04/06/2022 EFT 002790 TREADWELL, KENNETH R. 4,750.00 329731 04/06/2022 EFT 022839 TRIMARK ASSOCIATES, INC. 5,807.16 329732 04/06/2022 EFT 002382 GREGORY, GERALD 125.00
329733 04/06/2022 EFT 028349 TYLER TECHNOLOGIES, INC. 555.00 329734 04/06/2022 EFT 002419 UNDERGROUND SERVICE ALERT 839.38 329735 04/06/2022 EFT 029118 UNITED ROTARY BRUSH CORPO 2,505.52 329736 04/06/2022 EFT 014536 UNITED SITE SERVICES OF C 1,067.60 329737 04/06/2022 EFT 027706 HD SUPPLY FACILITIES MAIN 2,326.73 329738 04/06/2022 EFT 013356 VALLEYWIDE NEWSPAPERS LLC 73.50 329739 04/06/2022 EFT 002505 VICTORVILLE DISPOSAL, INC 931,161.99 329740 04/06/2022 EFT 011361 WALTERS WHOLESALE ELECTRI 206.80 329741 04/06/2022 EFT 002554 WAXIE SANITARY SUPPLY 4,724.84 329742 04/06/2022 EFT 018845 Z GLOBAL INC. 18,760.16
329743 04/06/2022 EFT 000297 BECK OIL, INC. 85,105.38
785018 03/23/2022 PRINTED 014848 DOMINGUEZ, MIGUEL 201.75 785019 03/23/2022 PRINTED 024821 ALPHA OMEGA SEPTIC SERVIC 7,404.86 785020 03/23/2022 PRINTED 017044 ALTMAN, MATTHEW 705.00 785021 03/23/2022 PRINTED 000174 APEX RENTAL 711.73
785022 03/23/2022 PRINTED 020949 ARREDONDO, RICHARD 250.00 785023 03/23/2022 PRINTED 003042 APPLE VALLEY COMMUNICATIO 1,990.00 785024 03/23/2022 PRINTED 000290 BATTERY MART OF APPLE VAL 440.62 785025 03/23/2022 PRINTED 014671 BUREAU OF RECLAMATION 764.56 785026 03/23/2022 PRINTED 999975 CASTELLON, ERICK 65.00 785027 03/23/2022 PRINTED 017562 STATE OF CALIFORNIA DEPT. 525.00 785028 03/23/2022 PRINTED 015839 CAL POLY POMONA FOUNDATIO 475.00 785029 03/23/2022 PRINTED 020755 MIKE CAPOSIO BUICK GMC, L 55.65 785030 03/23/2022 PRINTED 021825 CARPET CLUB, INC. 2,013.26 785031 03/23/2022 PRINTED 001162 CAZCOM, INC. 120.00
785032 03/23/2022 PRINTED 000618 CDW GOVERNMENT, INC. 9,578.50 785033 03/23/2022 PRINTED 009636 CLIMATEC, LLC 980.00
785034 03/23/2022 PRINTED 011084 COMMERCIAL TRANSPORTATION 318.00 785035 03/23/2022 PRINTED 020761 CONCORD UTILITY SERVICES 49,423.51 785036 03/23/2022 PRINTED 009111 APPLE VALLEY CONSTRUCTION 25,700.00 785037 03/23/2022 PRINTED 018020 DIXON PEST CONTROL, INC. 604.00 785038 03/23/2022 PRINTED 002607 FAUST MEDIA SERVICES, LLC 320.81 785039 03/23/2022 PRINTED 000917 FEDERAL EXPRESS CORP. 47.70 785040 03/23/2022 PRINTED 013384 LASTAND, INC. 145.00
785041 03/23/2022 PRINTED 000975 FRANKLIN TRUCK PARTS, INC 272.30 785042 03/23/2022 PRINTED 999980 HERNANDEZ, JANET 53.00 785043 03/23/2022 PRINTED 999980 HERNDON, LAUREN 116.00 785044 03/23/2022 PRINTED 004021 HIGH DESERT LASER GRAPHIC 139.74 785045 03/23/2022 PRINTED 001285 INLAND WATER WORKS SUPPLY 1,542.08 785046 03/23/2022 PRINTED 020712 INNOVATION PAINTING INC. 1,975.00 785047 03/23/2022 PRINTED 020938 JONES, DESHAUN 70.10
785048 03/23/2022 PRINTED 005420 JOURNAL COMMUNICATIONS IN 5,430.00 785049 03/23/2022 PRINTED 999983 KELLY, JOCELYN 73.00
785050 03/23/2022 PRINTED 018875 KONICA MINOLTA BUSINESS S 266.98 785051 03/23/2022 PRINTED 022774 LIEBERT CASSIDY WHITMORE 2,890.00 785052 03/23/2022 PRINTED 017054 LOOPNET, INC. 576.00
785053 03/23/2022 PRINTED 020675 MALDONADO, MICHELLE 3,000.00 785054 03/23/2022 PRINTED 001637 MYERS TIRE SUPPLY 251.40 785055 03/23/2022 PRINTED 999986 NAVARRO, KATHY 50.00

CITY OF VICTORVILLE
Report generated: 04/07/2022 11:55 Page 7User:

Program ID:
hguzman
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
785056 03/23/2022 PRINTED 001648 NAPA AUTO PARTS 3,899.04 785057 03/23/2022 PRINTED 020876 KML ENTERPRISE CAREER DEV 42,600.00 785058 03/23/2022 PRINTED 001711 OFFICEMAX NORTH AMERICA 618.92 785059 03/23/2022 PRINTED 999988 PHILLIPS, BRITTNEE 53.00 785060 03/23/2022 PRINTED 020885 CAMACHO, ERNEST M. 8,547.90 785061 03/23/2022 PRINTED 018519 PARSONS TRANSPORTATION GR 176,945.18 785062 03/23/2022 PRINTED 014355 QUINN COMPANY 310.86
785063 03/23/2022 PRINTED 017036 RIVERS & LANDS CONSERVANC 5,666.03 785064 03/23/2022 PRINTED 003150 ROBERTSON'S 1,427.48
785065 03/23/2022 PRINTED 002746 ROTO ROOTER PLUMBERS 6,586.00 785066 03/23/2022 PRINTED 017749 HARDER, WILLIAM H III 722.75 785067 03/23/2022 PRINTED 002071 SAN BERNARDINO CO SOLID W 229,972.86 785068 03/23/2022 PRINTED 018967 SESAC RIGHTS MANAGEMENT, 36.45 785069 03/23/2022 PRINTED 006009 SKILLPATH SEMINARS 1,290.00 785070 03/23/2022 PRINTED 016345 NNN INVESTMENTS INC. 39.75 785071 03/23/2022 PRINTED 002188 SOUTHERN CALIFORNIA EDISO 65,074.59 785072 03/23/2022 PRINTED 002188 SOUTHERN CALIFORNIA EDISO 20,591.46 785073 03/23/2022 PRINTED 017936 STAPLES INC 1,053.34
785074 03/23/2022 PRINTED 013353 T&B WATER TRUCKS INC. 781.37 785075 03/23/2022 PRINTED 015430 TRI-PACIFIC SUPPLY, INC. 151.79 785076 03/23/2022 PRINTED 999993 UPRITE CONSTRUCTION CORP 66,338.58 785077 03/23/2022 PRINTED 016520 UNITED STATES CUSTOMS AND 46,772.47 785078 03/23/2022 PRINTED 020910 VINCENT COMMUNICATIONS, I 3,149.61 785079 03/23/2022 PRINTED 019700 BOTKIN, VINCENT SCOTT 1,427.05 785080 03/23/2022 PRINTED 016522 VICTOR VALLEY COLLEGE 3,550.00 785081 03/23/2022 PRINTED 006861 WATER SYSTEMS CONSULTING, 10,383.50 785082 03/23/2022 PRINTED 020943 ZOOM VIDEO COMMUNICATIONS 12,000.00 785083 03/23/2022 PRINTED 000875 ENDURA STEEL, INC. 61.27 785084 03/23/2022 PRINTED 014733 INTEGRATED ENGINEERS AND 19,764.46 785085 03/23/2022 PRINTED 015395 AMERICAN CONSTRUCTION SER 550.51 785086 03/23/2022 PRINTED 020966 BARTON, DERRELL 15.77
785087 03/23/2022 PRINTED 020967 CHICAGO TITLE CO 78.56 785088 03/23/2022 PRINTED 020971 CORINTHIAN TITLE CO 43.67 785089 03/23/2022 PRINTED 020954 CUTRIGHT, KENNETH E 50.00 785090 03/23/2022 PRINTED 020950 DANIEL-PERKINS, TONI 56.93 785091 03/23/2022 PRINTED 020964 DESERTAPT CORP 38.68
785092 03/23/2022 PRINTED 020960 EVERBLOOMING LLC 23.84 785093 03/23/2022 PRINTED 020970 FIDELITY NATIONAL TITLE C 73.58 785094 03/23/2022 PRINTED 020969 FIRST AMERICAN TITLE CO 1,512.45 785095 03/23/2022 PRINTED 020972 FIRST AMERICAN TITLE CO 49.54 785096 03/23/2022 PRINTED 016159 FRONTIER COMMUNITIES 68.54 785097 03/23/2022 PRINTED 016159 FRONTIER COMMUNITIES 71.36 785098 03/23/2022 PRINTED 020962 GASTELUM, RAFAEL 481.88 785099 03/23/2022 PRINTED 020959 GONZALEZ, JOSE 19.61
785100 03/23/2022 PRINTED 020965 HAMOOD, AMIR E. 35.94
785101 03/23/2022 PRINTED 001818 JI JUA CAO 300.00
785102 03/23/2022 PRINTED 001818 JI JUA CAO 10.38
785103 03/23/2022 PRINTED 020916 KB HOME COASTAL INC 67.45 785104 03/23/2022 PRINTED 000811 KB HOMES 372.24
785105 03/23/2022 PRINTED 020957 KINDLE, KERWIN LEE 19.61 785106 03/23/2022 PRINTED 020955 MATEO, BETTY 103.21
785107 03/23/2022 PRINTED 020963 MENDEZ, DORIS/NICOLAS 113.92

CITY OF VICTORVILLE
Report generated: 04/07/2022 11:55 Page 8User:

Program ID:
hguzman
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
785108 03/23/2022 PRINTED 020951 MONTEZ, MATT 100.00
785109 03/23/2022 PRINTED 017255 NATIONAL COMMUNITY RENAIS 2,217.33 785110 03/23/2022 PRINTED 020974 PACIFIC COAST TITLE CO 45.32 785111 03/23/2022 PRINTED 020958 PEREZ, ROSALBA 70.64
785112 03/23/2022 PRINTED 020953 PROVOST, MARTIN A 47.69 785113 03/23/2022 PRINTED 010748 REAL ESTATE UNLIMITED 25.35 785114 03/23/2022 PRINTED 019845 RICHMOND AMERICAN HOMES 31.99 785115 03/23/2022 PRINTED 020952 RUFINO, SILVIA 151.16
785116 03/23/2022 PRINTED 020855 SIGNPOST HOMES INC 23.94 785117 03/23/2022 PRINTED 020968 STEWART TITLE OF CA 139.13 785118 03/23/2022 PRINTED 020961 VALADEZ, FERNANDO 23.84 785119 03/29/2022 PRINTED 020762 OREMOR OF VICTORVILLE, LL 58,510.00 785120 03/29/2022 PRINTED 020762 OREMOR OF VICTORVILLE, LL 93,508.06 785121 03/30/2022 PRINTED 013312 A & B HITCHES AND MUFFLER 21.54 785122 03/30/2022 PRINTED 018004 AFLAC PREMIUM HOLDING 1,816.78 785123 03/30/2022 PRINTED 015507 UNIVERSAL PROTECTION SERV 24,952.29 785124 03/30/2022 PRINTED 014878 ALLTECH INDUSTRIES, INC 8,440.90 785125 03/30/2022 PRINTED 019571 MJ AUTO GLASS INC. 890.37 785126 03/30/2022 PRINTED 010670 BLUE SHIELD OF CALIFORNIA 8,894.31 785127 03/30/2022 PRINTED 000380 BURRTEC WASTE INDUSTRIES 2,512.88 785128 03/30/2022 PRINTED 014097 CANON SOLUTIONS AMERICA, 231.00 785129 03/30/2022 PRINTED 020755 MIKE CAPOSIO BUICK GMC, L 464.05 785130 03/30/2022 PRINTED 000155 CENTURY LINK 435.91
785131 03/30/2022 PRINTED 014359 CIVILTEC ENGINEERING, INC 12,480.00 785132 03/30/2022 PRINTED 014721 CORE & MAIN LP 9,419.61 785133 03/30/2022 PRINTED 020448 D'ALESIO, DEAN 160.38
785134 03/30/2022 PRINTED 006348 DAILY JOURNAL CORPORATION 343.20 785135 03/30/2022 PRINTED 020623 DIVERSIFIED GLASS, INC. 263.00 785136 03/30/2022 PRINTED 018020 DIXON PEST CONTROL, INC. 526.00 785137 03/30/2022 PRINTED 002607 FAUST MEDIA SERVICES, LLC 2,974.31 785138 03/30/2022 PRINTED 000975 FRANKLIN TRUCK PARTS, INC 63.06 785139 03/30/2022 PRINTED 025408 THE HARTFORD - PRIORITY A 656.05 785140 03/30/2022 PRINTED 025408 THE HARTFORD - PRIORITY A 42,106.17 785141 03/30/2022 PRINTED 001155 HESPERIA HOSE SUPPLY 381.70 785142 03/30/2022 PRINTED 004021 HIGH DESERT LASER GRAPHIC 557.89 785143 03/30/2022 PRINTED 000833 HINDERLITER, DELLAMAS & A 600.00 785144 03/30/2022 PRINTED 020667 CONDON, JOSEPH 2,000.00 785145 03/30/2022 PRINTED 018875 KONICA MINOLTA BUSINESS S 675.65 785146 03/30/2022 PRINTED 018875 KONICA MINOLTA BUSINESS S 749.59 785147 03/30/2022 PRINTED 999984 LUEDTKE, NANCY 58.00
785148 03/30/2022 PRINTED 001439 LEAGUE OF CALIFORNIA CITI 600.00 785149 03/30/2022 PRINTED 005424 LESTER, JAIMIE 219.00
785150 03/30/2022 PRINTED 010660 LOVELAND'S AUTOMOTIVE SER 911.53 785151 03/30/2022 PRINTED 004292 LU'S LIGHTHOUSE 199.96 785152 03/30/2022 PRINTED 018521 MCA DIRECT 45.05
785153 03/30/2022 PRINTED 001592 MOBILE OCCUPATIONAL SERVI 205.00 785154 03/30/2022 PRINTED 001648 NAPA AUTO PARTS 2,159.49 785155 03/30/2022 PRINTED 019301 NATIONAL CASTING CORPORAT 6,581.25 785156 03/30/2022 PRINTED 001711 OFFICEMAX NORTH AMERICA 643.14 785157 03/30/2022 PRINTED 018455 OWENBY, MATTHEW PAUL 180.00 785158 03/30/2022 PRINTED 020977 PATINO, JACOB 181.32
785159 03/30/2022 PRINTED 005800 PUMP CHECK 742.73

CITY OF VICTORVILLE
Report generated: 04/07/2022 11:55 Page 9User:

Program ID:
hguzman
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
785160 03/30/2022 PRINTED 999990 RAMIREZ, KARINA 63.00
785161 03/30/2022 PRINTED 017865 REA, LUIS 361.66
785162 03/30/2022 PRINTED 016198 RETAIL MARKETING SERVICES 1,070.00 785163 03/30/2022 PRINTED 002746 ROTO ROOTER PLUMBERS 212.75 785164 03/30/2022 PRINTED 020899 RUSH TRUCK CENTERS OF CAL 748.86 785165 03/30/2022 PRINTED 002037 SAN BERNARDINO COUNTY FIR 60.00 785166 03/30/2022 PRINTED 017490 SAN BERNARDINO COUNTY FIR 234.00 785167 03/30/2022 PRINTED 002071 SAN BERNARDINO CO SOLID W 3,997.46 785168 03/30/2022 PRINTED 002188 SOUTHERN CALIFORNIA EDISO 151,939.55 785169 03/30/2022 PRINTED 017936 STAPLES INC 3,758.82
785170 03/30/2022 PRINTED 002236 STATE WATER RESOURCES CON 1,199.22 785171 03/30/2022 PRINTED 002269 SUNLAND FORD 7,455.78
785172 03/30/2022 PRINTED 002204 SOUTHWEST GAS CORPORATION 25,545.87 785173 03/30/2022 PRINTED 019949 TURNOUT MAINTENANCE CO., 806.00 785174 03/30/2022 PRINTED 017862 SOARES AUTOMOTIVE INC. 52,401.19 785175 03/30/2022 PRINTED 000198 CITY OF VICTORVILLE, CASH 163.48 785176 03/30/2022 PRINTED 001147 WAGE WORKS 352.50
785177 03/30/2022 PRINTED 022345 DIAMOND ENVIRONMENTAL SER 288.07 785178 03/30/2022 PRINTED 020762 OREMOR OF VICTORVILLE, LL 92.44 785179 03/30/2022 PRINTED 013671 WEBB, WILLIAM C 326.47 785180 03/30/2022 PRINTED 020978 HENDERSON, MICHAEL V 120.00 785181 04/06/2022 PRINTED 006716 AIRGAS USA, LLC 91.21
785182 04/06/2022 PRINTED 017968 AVCOM SERVICES, INC. 1,500.00 785183 04/06/2022 PRINTED 000179 APPLE VALLEY FIRE PROTECT 400.00 785184 04/06/2022 PRINTED 999974 BARRAZA, LUZ 352.26
785185 04/06/2022 PRINTED 000290 BATTERY MART OF APPLE VAL 1,318.88 785186 04/06/2022 PRINTED 013746 BEST EQUIPMENT SERVICE 373.98 785187 04/06/2022 PRINTED 013554 BLAIR, TAMARA 105.42
785188 04/06/2022 PRINTED 000380 BURRTEC WASTE INDUSTRIES 2,864.00 785189 04/06/2022 PRINTED 002935 CALIFORNIA WATERSHED ENGI 14,242.50 785190 04/06/2022 PRINTED 000787 DIVISION OF THE STATE ARC 761.00 785191 04/06/2022 PRINTED 001162 CAZCOM, INC. 380.00
785192 04/06/2022 PRINTED 017750 CMC RESCUE INC. 2,992.80 785193 04/06/2022 PRINTED 020761 CONCORD UTILITY SERVICES 22,204.35 785194 04/06/2022 PRINTED 009898 CWEA 192.00
785195 04/06/2022 PRINTED 009898 CWEA 192.00
785196 04/06/2022 PRINTED 009898 CWEA 192.00
785197 04/06/2022 PRINTED 017067 DEROIAN, JOHN 440.00
785198 04/06/2022 PRINTED 010687 HONG, JAMES 543.06
785199 04/06/2022 PRINTED 020981 DEVOLL RUBBER MANUFACTURI 217.50 785200 04/06/2022 PRINTED 020623 DIVERSIFIED GLASS, INC. 1,395.00 785201 04/06/2022 PRINTED 000330 ET WATER SYSTEMS INC. 239.00 785202 04/06/2022 PRINTED 011697 FEDEX FREIGHT WEST, INC. 1,661.43 785203 04/06/2022 PRINTED 004581 FLEETPRIDE 987.36
785204 04/06/2022 PRINTED 017053 HIGH DESERT LOCK & SAFE, 18.49 785205 04/06/2022 PRINTED 004021 HIGH DESERT LASER GRAPHIC 203.36 785206 04/06/2022 PRINTED 000833 HINDERLITER, DELLAMAS & A 47,414.99 785207 04/06/2022 PRINTED 022301 ID WHOLESALER 141.38
785208 04/06/2022 PRINTED 017599 COUCH, LESLEY 715.00
785209 04/06/2022 PRINTED 027317 INDUSTRIAL MEDICAL SERVIC 880.00 785210 04/06/2022 PRINTED 999982 JOHNSON, CHAVONNA 53.00 785211 04/06/2022 PRINTED 018875 KONICA MINOLTA BUSINESS S 300.17

CITY OF VICTORVILLE
Report generated: 04/07/2022 11:55 Page 10User:

Program ID:
hguzman
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
785212 04/06/2022 PRINTED 018875 KONICA MINOLTA BUSINESS S 440.75 785213 04/06/2022 PRINTED 010660 LOVELAND'S AUTOMOTIVE SER 900.10 785214 04/06/2022 PRINTED 020688 MARTINEZ, ANTHONY J. 25.00 785215 04/06/2022 PRINTED 020598 MDJ MANAGEMENT 4,988.68 785216 04/06/2022 PRINTED 001592 MOBILE OCCUPATIONAL SERVI 475.00 785217 04/06/2022 PRINTED 001648 NAPA AUTO PARTS 2,719.74 785218 04/06/2022 PRINTED 011943 NAWAZ, SHAH 180.00
785219 04/06/2022 PRINTED 020815 NEXTERA ENERGY CAPITAL HO 592,783.00 785220 04/06/2022 PRINTED 019735 PACIFIC UTILITY INSTALLAT 261,103.00 785221 04/06/2022 PRINTED 005800 PUMP CHECK 1,268.86
785222 04/06/2022 PRINTED 010689 RED HELMET TRAINING 400.00 785223 04/06/2022 PRINTED 002037 SAN BERNARDINO COUNTY 2,220.00 785224 04/06/2022 PRINTED 002071 SAN BERNARDINO CO SOLID W 1,977.50 785225 04/06/2022 PRINTED 018370 SITEONE LANDSCAPE SUPPLY 1,395.90 785226 04/06/2022 PRINTED 016345 NNN INVESTMENTS INC. 49.75 785227 04/06/2022 PRINTED 002188 SOUTHERN CALIFORNIA EDISO 162,433.54 785228 04/06/2022 PRINTED 017936 STAPLES INC 526.29
785229 04/06/2022 PRINTED 002269 SUNLAND FORD 97.05
785230 04/06/2022 PRINTED 002204 SOUTHWEST GAS CORPORATION 39,743.94 785231 04/06/2022 PRINTED 020980 URIARTE,BENJAMIN 107.65 785232 04/06/2022 PRINTED 016520 UNITED STATES CUSTOMS AND 558.74 785233 04/06/2022 PRINTED 016522 VICTOR VALLEY COLLEGE 4,500.00 785234 04/06/2022 PRINTED 002879 VICTOR VALLEY TRANSIT AUT 155.00 785235 04/06/2022 PRINTED 999995 WILLEY, NANCY 45.92
785236 04/06/2022 PRINTED 029510 WEST END MATERIAL SUPPLY 40.19 785237 04/06/2022 PRINTED 014947 ROSSI AUTOMOTIVE EQUIPMEN 320.80 785238 04/06/2022 PRINTED 018519 PARSONS TRANSPORTATION GR 20,660.29 785239 04/06/2022 PRINTED 020762 OREMOR OF VICTORVILLE, LL 60,598.04 785240 04/06/2022 PRINTED 020995 APRAMIAN, CHANDLER E. 65.12 785241 04/06/2022 PRINTED 021004 ARTFELIX CONCRETE 456.96 785242 04/06/2022 PRINTED 021014 CAMPA, PEDRO 120.00
785243 04/06/2022 PRINTED 021018 CHICAGO TITLE COMPANY 22.01 785244 04/06/2022 PRINTED 015108 CHU, ETHAN HOANG 548.12 785245 04/06/2022 PRINTED 021013 EQUITY TITLE CO 251.02 785246 04/06/2022 PRINTED 021017 FIDELITY NATIONAL TITLE C 67.13 785247 04/06/2022 PRINTED 021011 FIRST AMERICAN TITLE CO 51.24 785248 04/06/2022 PRINTED 020990 GAMCO PROPERTIES LLC 261.30 785249 04/06/2022 PRINTED 020986 GIBSON, ANNIE M 29.00
785250 04/06/2022 PRINTED 020997 GONZALEZ, HUGO 56.08
785251 04/06/2022 PRINTED 010619 GREWAL, MANINDER S 51.14 785252 04/06/2022 PRINTED 020991 GUERRA, RAMONA L 105.64 785253 04/06/2022 PRINTED 020989 HENRY JR, ANDREW E 104.30 785254 04/06/2022 PRINTED 003425 JDT-SDG INVESTMENTS LLC 139.31 785255 04/06/2022 PRINTED 020998 JL POWER INVESTEMNTS LLC 120.00 785256 04/06/2022 PRINTED 020916 KB HOME COASTAL INC 128.31 785257 04/06/2022 PRINTED 020916 KB HOME COASTAL INC 135.36 785258 04/06/2022 PRINTED 020916 KB HOME COASTAL INC 75.07 785259 04/06/2022 PRINTED 020916 KB HOME COASTAL INC 11.13 785260 04/06/2022 PRINTED 020916 KB HOME COASTAL INC 16.77 785261 04/06/2022 PRINTED 021016 LAWYERS TITLE CO 64.63 785262 04/06/2022 PRINTED 009742 LC DEVELOPMENT 120.00
785263 04/06/2022 PRINTED 021003 LEE, MICHAEL 27.54

CITY OF VICTORVILLE
Report generated: 04/07/2022 11:55 Page 11User:

Program ID:
hguzman
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
785264 04/06/2022 PRINTED 020458 LONGSHORE, JEFFREY W 502.21 785265 04/06/2022 PRINTED 021005 LOPEZ, DAVID 107.92
785266 04/06/2022 PRINTED 021015 MA, QIAOCI 14.54
785267 04/06/2022 PRINTED 020993 NOON-FARLEY, MIYUKI L 26.32 785268 04/06/2022 PRINTED 021012 ORANGE COAST TITLE CO 39.87 785269 04/06/2022 PRINTED 021008 OREL CAPITAL 528.16
785270 04/06/2022 PRINTED 020987 PAK, CHARLES 136.65
785271 04/06/2022 PRINTED 021001 PHAN, ANTHONY 25.10
785272 04/06/2022 PRINTED 021000 PLATINUM LEGACY J & R, LL 46.02 785273 04/06/2022 PRINTED 021002 REED, CATHERINE 68.72
785274 04/06/2022 PRINTED 020994 RICO ARCOS, PABLO 98.66 785275 04/06/2022 PRINTED 020996 SALAS, JOAQUIN 58.59
785276 04/06/2022 PRINTED 020999 SIGNPOST HOMES INC 120.00 785277 04/06/2022 PRINTED 020992 SMILEY, RAYMOND H 39.30 785278 04/06/2022 PRINTED 021010 STEWART TITLE OF CALIF 66.98 785279 04/06/2022 PRINTED 010126 SUBRAMANIAM, NAGEINDRAN 52.55 785280 04/06/2022 PRINTED 020988 VILLEDA, LILIAN A 66.93 785281 04/06/2022 PRINTED 021006 WU, DANXIN 100.37
785282 04/06/2022 PRINTED 021007 ZHAO, ZHI M. 52.55
785283 04/06/2022 PRINTED 020337 ZILLOW HOMES PROPERTY TRU 22.43 785284 04/06/2022 PRINTED 020337 ZILLOW HOMES PROPERTY TRU 29.74 541 CHECKS CASH ACCOUNT TOTAL 7,881,511.84 .00
Wires Initiated Through Wells Fargo Bank

DATE OF

WIRE ACCOUNT NAME DESCRIPTION AMOUNT WELLS FARGO BANK CONF #
03/25/22 Vantage Transfer Agents - 401 Vantage Transfer Agents - 401 Payment $ 363.19 CHIPS:0249093/000628/000628 04/08/22 Vantage Transfer Agents - 401 Vantage Transfer Agents - 401 Payment $ 363.19 Total: $ 726.38
Item Number: 10
City Council / Board of Directors
Written Communications
Meeting of: April 19, 2022
Submitted By:

John Mendiola, Finance Director / City Treasurer
Brenda Hampton, Director of Electric Utility Services

Subject:

Consideration of Resolution No. 22-036 authorizing the issuance and sale of City of Victorville Electric Revenue Bonds to finance the costs of certain improvements to, or necessary or convenient in connection with the use and operation of, the City’s electric system and to refund certain outstanding bonds previously issued for those purposes Consideration for approval by the Victorville Joint Powers Financing Authority (“Authority”) of a form of Bank Consent that provides BNP Paribas’ consent, subject to certain terms and conditions, for the Trustee to send out an optional redemption notice to the owners of the 2007A Bonds
Recommendation:

That the Honorable City Council:

1. Adopt Resolution No. 22-036 authorizing the issuance and sale of City of Victorville Electric Revenue Bonds to finance the costs of certain improvements to, or necessary or convenient in connection with the use and operation of, the City’s electric system and to refund certain outstanding bonds previously issued for those purposes; approving the forms and the execution and delivery of documents related to the issuance and sale of the bonds; and authorizing certain other actions in connection with the issuance and sale of the bonds
That the Victorville Joint Powers Financing Authority Board:

1. Approve the form of Bank Consent among the City, the Authority, and BNP Paribas (provider of an irrevocable direct pay letter of credit for the 2007A Bonds) that provides BNP’s consent for the Trustee to send out an optional redemption notice to owners of the 2007A Bonds and describes the terms and conditions under which this consent is given
8 2
5 Fiscal Impact:

The aggregate principal amount associated with the 2022 Bonds is not to exceed $60 million and a true interest cost not to exceed 5.00%. It is anticipated that the City will issue approximately $43.57 million Electric Revenue Bonds to refinance the 2007A Bonds, to generate $5 million in proceeds for the Capacity Expansion Project, to fund a Debt Service Reserve Fund, and to pay for Costs of Issuance. Based on the current interest rate environment and other reasonable assumptions (including the average interest rate for the 2007A Bonds through maturity), refinancing the outstanding 2007A Bonds is expected to generate estimated gross debt service savings of approximately $6.35 million, and net present value savings of approximately $824,000 (or 1.82% of the refunded bond amount). Aggregate annual debt service for the 2022 Bonds is expected to be $3.6 million on average in fiscal years 2023 through 2040 and $315,000 in fiscal years 2041 through 2052. Future budgets of the Electric System will incorporate annual debt payments and have been accounted for in the Cost of Service Study for the Electric System.

The 2022 Bonds will be limited obligations of the City secured by a pledge of net revenues of the Electric System and the other collateral pledged under the Indenture. If there is any amount withdrawn from the Bond Reserve Fund for the purpose of making a debt service payment, and the City does not replenish the Bond Reserve Fund with that amount from available Electric System funds within 30 days, an Authorized Representative of the City shall request that the City Council budget and appropriate that amount from any available funds of the City within 150 days. The failure of City Council to budget and appropriate any amount requested by an Authorized Representative of the City shall not constitute a default under the Indenture nor will there be any recourse to the City.

Background:

In 2007, the City of Victorville, through the Victorville Joint Powers Financing Authority, issued its Variable Rate Lease Revenue Bonds (“2007A Bonds”) in the amount of $83,770,000 for the purpose of financing and refinancing improvements to the VMUS Electric System. The May 1, 2007 Lease Agreement between the Victorville Joint Powers Financing Authority and the City of Victorville (the “Lease”) designates certain City properties as security for the 2007A Bonds. These properties include City Hall, multiple City Parks, Fire Stations, the City Library, Victorville Police Station, and various City yards. The Lease requires the City and the Authority to obtain the consent of the Credit Entity, BNP Paribas, prior to modifying or taking action on any of the real property covered by the Lease, with the exception of routine maintenance activities. The encumbrance of these City facilities also makes the City ineligible for grant funds that require a deed restriction. As of May 1, 2022, the 2007A Bonds will be outstanding in the amount of $45,230,000 and have a final maturity of May 1, 2040. The 2007A Bonds are variable rate obligations, and currently the rate is subject to weekly reset, set by Stern Brothers, the Remarketing Agent, and supported by a Letter of Credit (LOC) Facility from BNP Paribas.

While in weekly mode, the 2007A Bonds are subject to optional redemption at par on any day without premium.
8 2
5 Victorville Municipal Utility Services (“VMUS”) currently provides electric service to customers located at the Southern California Logistics Airport (“SCLA”) via a 34.5 kV Southern California Edison (“SCE”) interconnection and distribution service. This service is limited in its capacity, which can hinder VMUS’ ability to support the increased demand and future growth of its customers and may hinder the ability to provide reliable power. The maximum distribution capacity under the terms of SCE’s Wholesale Distribution Access Tariff (“WDAT”) is 17.34 MW and the SCLA all-time high peak load of 15.33 MW was recorded last fiscal year. Using conservative load growth estimates, VMUS expects its system’s peak load to exceed the capacity limits in the near term.

On March 19, 2019, the City Council adopted Resolution No. 19-010 approving the mid- year amendment to the 2018-2019 fiscal year budget. VMUS submitted two capital improvement projects for the buildout of a new 230KV substation and upgrades to the existing distribution system. These improvements are required in order to meet increased demand, supply future growth and provide reliable power.

On May 5, 2020, the City Council approved the execution of a combined system impact and facilities study with SCE to evaluate the requirements of the electrical system and three options were observed and provided. Of the three options, VMUS has selected the least costly option by expanding the current 34.5 kV system, which would increase the capacity from 17.34 MW to 40.36 MW and will be sufficient to serve the current and anticipated load over the next several years. If VMUS experiences substantial growth, due to new larger industrial customers, VMUS may eventually proceed with the buildout of a new substation; however, expanding and constructing modifications to the existing

34.5kV system is adequate for current needs.

On March 9, 2021, the City Council conducted the first reading of Ordinance No. 2416 to add a new Chapter 3.66 to Title 3 (Revenue and Finance) of the Victorville Municipal Code, enabling the City to sell and issue revenue bonds for the purpose of financing or refinancing capital improvements and other certain costs for the City’s various enterprises (e.g., electricity, natural gas, water, and wastewater). This ordinance put in place the procedures and mechanisms which allow the City to issue debt. Ordinance No. 2416 was adopted on March 16, 2021, and became effective on April 15, 2021.

On March 9, 2021, the City Council adopted Resolution No. 21-016 to reimburse the City of Victorville for certain capital expenditures from the proceeds of indebtedness.

On March 9, 2021, staff presented a comprehensive report detailing the Electric Infrastructure Capacity Expansion and Debt Refinancing.

Discussion:

It is anticipated that the City will issue approximately $43.57 million Electric Revenue Bonds to refinance the 2007A Bonds, to generate $5 million in proceeds for the Capacity Expansion Project, to fund a Debt Service Reserve Fund, and to pay for Costs of 8 2
5 Issuance. The aggregate principal amount associated with the 2022 Bonds is not to exceed $60 million and a true interest cost not to exceed 5.00%. Based on the current interest rate environment and other reasonable assumptions (including the average interest rate for the 2007A Bonds through maturity), the City is able to achieve savings by refunding its 2007A Bonds. Issuing the 2022 Bonds to refinance the outstanding principal of the 2007A Bonds is expected to generate estimated gross debt service savings of approximately $6.35 million, and net present value savings of approximately $824,000 (or 1.82% of the refunded bond amount). The 2022 Bonds will be issued with fixed interest rates and will be secured by net revenues of the City’s Electric System. The City will lock in long-term fixed rates enabling VMUS to reliably budget for debt service, eliminate the risk of variable rates and exposure to volatile market conditions, and unencumber City facilities. Additionally, by refunding the 2007A Bonds, the City will terminate its LOC Facility and Remarketing Agreement for the 2007A Bonds. Fees for the LOC Facility and Remarketing Agent totaled approximately $530,000 in fiscal year 2021 and are scheduled for increases on July 1, 2022, October 1, 2022, and January 1, 2023.

The 2022 Bonds will have a final maturity of 5/1/2052. The portion of the 2022 Bonds used to refund the 2007A Bonds will amortize in the same years as the existing 2007A Bonds. The true interest cost for the 2022 Bonds is estimated to be approximately 3.82% in the current market. Aggregate annual debt service for the 2022 Bonds is expected to be $3.6 million on average in fiscal years 2023 through 2040, and $315,000 in fiscal years 2041 through 2052. In accordance with California Government Code Section 5852.1, good faith estimates are provided with respect to the 2022 Bonds in Exhibit B.

As a result of tax due diligence, it was determined that approximately $10 million of taxable proceeds of the 2022 Bonds would be required to refund a portion of the 2007A Bonds. As a result, the 2022 Bonds will consist of a tax-exempt series (Series 2022A) and a federally taxable series (Series 2022B).

The resolution approves the financing plan outlined above, appoints and retains the financing team (Urban Futures, Inc. as Municipal Advisor; Stradling Yocca Carlson & Rauth as Disclosure Counsel; Orrick, Herrington & Sutcliffe as Bond Counsel; The Bank of New York Mellon Trust Company, N.A., as Trustee and Escrow Agent; and Goldman Sachs & Co., as Underwriter), and approves all documents and actions needed to authorize the issuance and sale of the 2022 Bonds, including the following substantially final form financing documents together with any changes or additions deemed advisable and approved by the City Manager or the City Treasurer:

Indenture - This document contains the terms under which the City may issue Electric Revenue Bonds, including the 2022 Bonds, and contains the definition and pledge of Revenues for Electric Revenue Bonds, Rights and Duties of the Trustee, remedies upon a default in the payment of Electric Revenue Bonds, and final discharge of Electric Revenue Bonds and other related matters.

Supplemental Indenture – This document contains the terms of the 2022 Bonds to be issued under the Indenture, including payment and redemption provisions, the uses of 8 2
5 the proceeds of the 2022 Bonds, the covenant relating to the appropriations request for General Fund available revenues to replenish draws on the Bond Reserve Fund, and other related matters.

Bond Purchase Agreement - This document contains the obligation of the underwriter to accept and pay for the 2022 Bonds, provided that all of the covenants and representations of the City are met and certain other conditions excusing performance by the underwriter do not exist.

Preliminary Official Statement - This is the City’s document pursuant to which the 2022 Bonds will be offered for purchase by the public. This document must contain all facts material to the 2022 Bonds and the City (with certain permitted exceptions to be completed in the final Official Statement) and must not omit any such material facts. In accordance to the City’s Debt Management Policy, the Disclosure Committee has reviewed the Preliminary Official Statement to determine the adequacy and accuracy of the disclosures therein and has completed its due diligence meeting.

Continuing Disclosure Certificate (included in the Preliminary Official Statement) - Agreement by City to provide certain annual reports to investors in order to allow the underwriter to comply with federal securities laws.

The Resolution authorizes Authorized Representatives of the City to execute and deliver, on behalf of the City, agreements and documents necessary to issue the 2022 Bonds, including the following document:

Bank Consent – Among the City, the Authority, and BNP Paribas (provider of an irrevocable direct pay letter of credit for the 2007A Bonds) that provides BNP’s consent for the Trustee to send out an optional redemption notice to owners of the 2007A Bonds and describes the terms and conditions under which this consent is given.

Additionally, since the Victorville Joint Powers Financing Authority is a party to the Bank Consent, staff is seeking Authority Board approval of the form of Bank Consent.

If the Resolution and financing documents are approved by the City Council and the Bank Consent is approved by the Authority Board, the sale of the 2022 Bonds is expected to be completed in May 2022. A portion of the proceeds of the 2022 Bonds will be held in an escrow account held by BNY Mellon, as Escrow Agent, and applied, along with additional funds on hand associated with the 2007A Bonds, to prepay the 2007A Bonds in June 2022. A portion of proceeds of the 2022 Bonds will be deposited into a project fund held by BNY Mellon as Trustee of the 2022 Bonds to pay for costs of the Capacity Expansion Project.

Staff remains available for any questions or comments.
8 2
5 Attachments: A. Resolution No. 22-036
B. Good Faith Estimates (Public Disclosures Relating to the Bonds)
C. Indenture
D. Supplemental Indenture
E. Bond Purchase Agreement
F. Preliminary Official Statement
G. Continuing Disclosure Certificate (included in Preliminary Official Statement)
H. Bank Consent

ATTACHMENT A
Resolution No. 22-036

RESOLUTION NO. 22-036

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

VICTORVILLE AUTHORIZING THE ISSUANCE AND SALE OF CITY

OF VICTORVILLE ELECTRIC REVENUE BONDS TO FINANCE THE

COSTS OF CERTAIN IMPROVEMENTS TO, OR NECESSARY OR

CONVENIENT IN CONNECTION WITH THE USE AND OPERATION
OF, THE CITY’S ELECTRIC SYSTEM AND TO REFUND CERTAIN

OUTSTANDING BONDS PREVIOUSLY ISSUED FOR THOSE
PURPOSES; APPROVING THE FORMS AND THE EXECUTION AND

DELIVERY OF DOCUMENTS RELATED TO THE ISSUANCE AND SALE
OF THE BONDS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN

CONNECTION WITH THE ISSUANCE AND SALE OF THE BONDS
WHEREAS, the City of Victorville (the “City”) is duly organized and existing under the City’s Charter (the “Charter”) and the California Constitution; and WHEREAS, under sections 3, 5, and 7 of article XI of the California Constitution and section 100 of the Charter, the City is authorized to make, exercise, and enforce all legislation, laws, and regulations and to take all actions relating to municipal affairs and certain other matters; and
WHEREAS, under section 401 of the Charter, the City is also specifically authorized to establish standards, procedures, rules or regulations related to any public financing; and WHEREAS, acting in accordance with i ts authority, the City Council of the City of Victorville (the “City Council”) has passed Ordinance No. 2416 enacting the Enterprise Revenue Bond Law, codified as Chapter 3.66 of the City’s Municipal Code (the “ Law”), to authorize and establish the procedures for the City’s issuance of revenue bonds for the purpose of financing and refinancing the City’s enterprises; and
WHEREAS, the City now owns and operates facilities for the provision of electric service, all of which are included in and compose the City’s electric system (the “Electric System”); and WHEREAS, the City is empowered by the Law to issue revenue bonds for the purpose of financing certain improvements to, or necessary or convenient in connection with the use or operation of, the Electric System; and
WHEREAS, the City is empowered by the Law to issue revenue bonds for the purpose of paying the principal, purchase price, premium, and interest of any indebtedness or other obligations, issued or incurred for the purpose of financing or refinancing improvements to, or necessary or convenient in connection with the use or operation of, the Electric System; and WHEREAS, the Victorville Joint Powers Financing Authority Variable Rate Lease Revenue Bonds, 2007 Series A (Cogeneration Facility Project) (th e “Prior Bonds”) were issued for the purpose of financing and refinancing improvements to, or necessary or convenient in connection with the use or operation of, the Electric System; and 2 WHEREAS, in accordance with the Law, the City has determined to issue its City of Victorville Electric Revenue Bonds, Series 202 2A and its City of Victorville Electric Revenue Bonds, Series 2022B (Federally Taxable) (collectively, the “Series 2022 Bonds”), in the aggregate principal amount not to exceed $60 million, to finance the costs of certain improvements to, or necessary or convenient in connection with the use or operation of, the Electric System and refund the Prior Bonds; and
WHEREAS, in furtherance of the City’s issuance of the Series 2022 Bonds, forms of the following documents have been filed with the City Clerk for consideration and approval by the City Council:
• An Indenture (the “Indenture”) under which the City may issue Electric Revenue Bonds from time to time, including the Series 2022 Bonds; • A First Supplemental Indenture (the “Supplemental Indenture”) providing for the issuance of the Series 2022 Bonds under the Indenture and specifying certain terms of the Series 2022 Bonds;
• A Bond Purchase Agreement (the “Bond Purchase Agreement ”) under which, among other things, the City agrees to sell, and the underwriter of the Series 2022 Bonds named in the Bond Purchase Agreement (the “ Underwriter”), agrees to purchase, the Series 2022 Bonds;
• A preliminary form of an Official Statement (the “Official Statement”) describing the Series 2022 Bonds and other matters relating to them; • A Continuing Disclosure Certificate (the “ Continuing Disclosure Certificate”) under which the City agrees to provide certain ongoing disclosure with respect to the Series 2022 Bonds; and
WHEREAS, the Series 2022 Bonds will be limited obligations of the City secured by a pledge of, and payable solely from, the net revenues of the Electric System and the other collateral pledged under the Indenture, as provided in the Indenture, and the General Fund of the City is not liable for, and the general credit and taxing power of the City is not pledged for, the payment of the Series 2022 Bonds; and
WHEREAS, the City Treasurer has reviewed the proposed issuance and sale of the Series 2022 Bonds and has determined that the proposed issuance and sale of the Series 2022 Bonds is consistent with the City’s current debt management policy (the “Debt Management Policy”); and WHEREAS, the Official Statement has been reviewed by the Disclosure Committee of the City (as constituted pursuant to the Debt Management Policy) (the “Disclosure Committee”) and other appropriate staff of the City as required by the Debt Management Policy; and

WHEREAS, all acts, conditions, and things required by the Law and the Constitution and laws of the State of California to exist, to have happened, and to have been performed before and 3 in connection with the issuance of the Series 2022 Bonds and consummation of the financing hereby authorized do exist, have happened, and have been performed in regular and due time, form, and manner as required by law, and the City is now duly authorized and empowered, in accordance with every requirement of law, to authorize the issuance of the Series 2022 Bonds and to authorize the execution and delivery of the Indenture, the Supplemental Indenture, the Bond Purchase Agreement, the Official Statement, and the Continuing Disclosure Certificate, for the purposes, in the manner, and upon the terms herein provided.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF VICTORVILLE DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. That the City Council finds and determines that the foregoing recitals are true and correct.

Section 2. That the City’s issuance of the Series 2022 Bonds, in an aggregate principal amount not to exceed $60 million and in accordance with the Indenture and the Supplemental Indenture, as finally executed and delivered, is hereby authorized and approved.

Section 3. T
hat the proposed forms of Indenture and Supplemental Indenture on file with the City Clerk, and their terms and conditions, are hereby approved. The structure , date, maturity date or dates (the final maturity to be not later than May 1 , 2052), fixed interest rates, interest-payment dates, forms, registration privileges, place or places of payment, terms of redemption, number, and other terms of the Series 2022 Bonds will be as provided in the Indenture and the Supplement al Indenture as finally executed and delivered.

Section 4. T
hat the City Manager, the City Treasurer, and their respective designees (each an “Authorized Representative ”), each acting alone, are hereby authorized and directed to execute and deliver the Indenture and the Supplemental Indenture on the City’s behalf, in substantially the forms on file with the City Clerk and with such changes as the Authorized Representative executing the same requires or approves after consultation with the City Attorney or the City Attorney’s designee (the “City Attorney”) and Orrick, Herrington & Sutcliffe LLP (“Bond Counsel”), such approval to be conclusively evidenced by the execution and delivery thereof.

Section 5. T
hat the Series 2022 Bonds are to be executed by the manual or facsimile signature of an Authorized Representative and must be in the form set forth in, and must otherwise be in accordance with, the Supplemental Indenture. When the Series 2022 Bonds are so executed, the City shall deliver them to the Trustee (as defined in the Inden ture). The Trustee shall then authenticate the Series 2022 Bonds and deliver them to the Underwriter in accordance with written instructions an Authorized Representative signs on the City’s behalf, which instructions the Authorized Representatives, each acting alone, are hereby authorized and directed to sign and deliver to the Trustee. The instructions are to provide for the delivery of the Series 2022 Bonds to the Underwriter in accordance with the Bond Purchase 4 Agreement upon payment by the Underwriter of the purchase price for the Series 2022 Bonds.

Section 6. That the proposed form of the Bond Purchase Agreement on file with the City Clerk is hereby approved. The Authorized Representatives, each acting alone, are hereby authorized and directed to do the following on the City’s behalf:
(a) to sell the Series 2022 Bonds to the Underwriter as provided in the Bond Purchase Agreement, with a true interest cost not to exceed 5.00 % and with the Underwriter’s compensation not to exceed 0.65% of the principal amount of the Series 2022 Bonds; and
(b) to execute and deliver the Bond Purchase Agreement, in substantially the form on file with the City Clerk, with such changes as the Authorized Representative executing the same requires or approves after consultation with the City Attorney and Bond Counsel , such approval to be conclusively evidenced by the execution and delivery thereof.

Section 7. That the proposed form of Official Statement on file with the City Clerk is hereby approved. Any one or more of the Authorized Representatives and the other members of the Disclosure Committee , each acting alone, are hereby authorized and directed to execute and deliver to the Underwriter, on the City’s behalf, a certificate deeming the preliminary Official Statement, in substantially the form on file with the City Clerk and with such chan ges as the Authorized Representative s and/or the other members of the Disclosure Committee executing the same approves after consultation with the City Attorney and Stradling Yocca Carlson & Rauth, a Professional Corporation (“ Disclosure Counsel”), to be f inal within the meaning of Securities Exchange Commission Rule 15c2- 12. The Underwriter is hereby authorized to distribute the Official Statement in preliminary and final form.

Any one or more of the Authorized Representatives and the other members of the Disclosure Committee , each acting alone, are hereby authorized and directed to execute and deliver the final form of the Official Statement on the City’s behalf, in substantially the form on file with the City Clerk and with such changes as the Authorized Representatives and/or the other members of the Disclosure Committee executing the same requires or approves after consultation with the City Attorney and Disclosure Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 8. T
hat the proposed form of the Continuing Disclosure Certificate on file with the City Clerk is hereby approved. The Authorized Representatives, each acting alone, are hereby authorized and directed to execute and deliver the Continuing Disclosure Certificate on the City’s behalf, in substantially the form on file with the City Clerk and with such changes as the Authorized Representative executing the same requires or approves after consultation with the City Attorney and Disclosure Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.
5 Section 9. That all approvals, consents, directions, notices, orders, requests, and other similar actions permitted or required by any of the documents authorized by this resolution, whether given or taken before or after the issuance of the Series 2022 Bonds (including, without limitation, any amendment of any of the documents authorized by this resolution or other agreement related to the Series 2022 Bonds; any investment of proceeds of the Series 2 022 Bonds; the addition, substitution, or replacement of underwriters; any agreements with paying agents; and the removal or replacement of the Trustee) may be given or taken by the Authorized Representatives, each acting alone, without further authorization or direction by the City Council. The Authorized Representatives, each acting alone, are hereby authorized and directed to give any such approval, consent, direction, notice, order, or request and take such other actions and execute such documents that any Authorized Representative deems necessary or desirable, in his or her discretion, to further the purposes of this resolution.

Section 10. T
hat the Authorized Representatives and each other appropriate officer of the City, each acting alone, are authorized and directed (a) to execute and deliver on the City’s behalf any and all agreements, certificates, documents, and instruments, including, without limitation, signature certificates, no -litigation certificates, disclosure certificates, tax certificates, escrow agreements, consents, letters of representation relating to book- entry registration, certificates concerning the representations in the Bond Purchase Agreement, certificates concerning the contents of the Official Statement, and certificates and contracts for rebate compliance services; and (b) to do any and all things and take any and all actions that may be necessary or advisable, in their discretion, to effectuate the actions the City Council has approved in this resolution. Any Authorized Repr esentative may appoint in writing a designee to perform any of the actions that such Authorized Representative may take under this resolution.

Section 11. T
hat the Authorized Representatives, each acting alone, are hereby authorized to do any or all of the following if he or she determines that it will be advantageous to the City:
(a) to purchase municipal bond insurance or other credit enhancement for some or all of the Series 2022 Bonds;
(b) to purchase one or more reserve fund surety policies or other credit instruments for the benefit of any reserve fund established for the Series 2022 Bonds;
(c) to obtain a particular rating or ratings on all or a portion of the Series 2022 Bonds and take such other actions as may be necessary to obtain the rating or ratings;
(d) to negotiate the terms of a commitment for the municipal bond insurance policy or other credit enhancement and for the reserve fund surety policies or other credit instruments; and
6 (e) to negotiate and approve, after consultation with the City At torney, Bond Counsel and Disclosure Counsel, any covenants of the City or changes to the proposed forms of the Indenture, Supplemental Indenture, Bond Purchase Agreement, Official Statement, and Continuing Disclosure Certificate that may be necessary or ap propriate to purchase a municipal bond insurance policy or other credit enhancement, to purchase reserve fund surety policies or other credit instruments, or to obtain a particular rating or ratings on all or a portion of the Series 2022 Bonds.

Section 12. That the City Council hereby approves the execution and delivery of all agreements, documents, certificates, and instruments referred to herein with digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign and in accordance with Chapter 2.26 of the City’s Municipal Code and the City’s Electronic Signatures Policy Manual.

Section 13. T
hat in connection with the Series 2022 Bonds, the City appoints and retains Urban Futures, Inc. as Municipal Advisor to the City; Stradling Yocca Ca rlson & Rauth, a Professional Corporation as Disclosure Counsel to the City; and Orrick, Herrington & Sutcliffe LLP as Bond Counsel to the City. The City also appoints The Bank of New York Mellon Trust Company, N.A. as Trustee under the Indenture and as Escrow Agent for the Prior Bonds and Goldman Sachs & Co. LLC as Underwriter of the Series 2022 Bonds.

Section 14. Th
at a ll actions heretofore taken by the City Council, the Authorized Representatives, or any other officers, agents, or employees of the City with respect to the issuance of the Series 2022 Bonds and the other transactions contemplated by this resolution and by the Official Statement are hereby ratified, confirmed, and approved.

Section 15. T
hat this resolution shall take effect immediately upon its adoption.

Section 16. That the City Clerk shall certify to the passage and adoption of this resolution.

ATTACHMENT B
Good Faith Estimates
(Public Disclosures Relating to
the Bonds)

EXHIBIT A

PUBLIC DISCLOSURES RELATING TO THE BONDS

Pursuant to California Government Code Section 5852.1, the municipal advisor identified below (the “Municipal Advisor”) has provided the following required information to the City of Victorville (the “City”) prior to the meeting (the “Meeting”) of its city council (the “City Council”) at which Meeting the City Council will consider the authorization of the bonds identified below (the “Bonds”).

1. Name of Municipal Advisor: Urban Futures, Inc.

2. City Council Meeting Date: April 19, 2022.

3. Name of Bond Issue: City of Victorville Electric Revenue Bonds, Series 2022A and Series 2022B.

4. The Municipal Advisor has provided to the City the following required good faith estimates relating to the Bonds:

(A) 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 new issue of Bonds: 3.82%.

(B) The finance charge of the Bonds, which means the sum of all fees and charges paid to third parties: $764,353.

(C) The amount of proceeds received by the public body for sale of the Bonds less the finance charge of the bonds described in subparagraph (B) and any reserves or capitalized interest paid or funded with proceeds of the Bonds: $50,314,884.

(D) The total payment amount, which means the sum total of all payments the public body will make to pay debt service on the Bonds plus the finance charge of the Bonds described in subparagraph (B) not paid with the proceeds of the Bonds (which total payment amount shall be calculated to the final maturity of the Bonds):
$68,396,833.

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 the total payment amount with respect thereto may differ from such good faith estimates due to a variety of factors. The actual interest rates borne by the Bonds and the actual amortization of the Bonds will depend 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.

This document has been made available to the public at the Meeting of the City Council.

Dated: ___________

ATTACHMENT C
Indenture

INDENTURE

between

CITY OF VICTORVILLE

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
________________________________
Dated as of May 1, 2022
________________________________
Relating To

CITY OF VICTORVILLE

ELECTRIC REVENUE BONDS OR NOTES

INDENTURE
This INDENTURE, dated as of May 1, 2022 (this “Indenture,” as more fully defined in Section 1.02), between the CITY OF VICTORVILLE , a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City,” as more fully defined in Section 1.02), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. , a national banking association duly organized and existing under and by virtue of the laws of the U nited States of America, as trustee (the “Trustee,” as more fully defined in Section 1.02);
WITNESSETH:

WHEREAS, the City is duly organized and existing under the City’s Charter (the “Charter”);
WHEREAS, under Sections 3, 5, and 7 of Article XI of the Cali fornia Constitution and Section 100 of the Charter, the City is authorized to make , exercise, and enforce all legislation, laws, and regulations and to take all actions relating to municipal affairs and certain other matters;
WHEREAS, under Section 401 of the Charter, the City is also specifically authorized to establish standards, procedures, rules or regulations related to any public financing; WHEREAS, acting in accordance with this authority, the City Council of the City has enacted the Enterprise Revenue Bond Law, being Chapter 3. 66 of the City’s Municipal Code, to authorize, and to establish the procedures for, the City’s issuance of revenue bonds for the purpose of financing and refinancing the City’s enterprises; WHEREAS, the City now owns and operat es facilities for the provision of electric service, all of which are included in and compose the Electric System (the “Electric System,” as more fully defined in Section 1.02), and the City has determined that it is necessary that funds be raised from time to time by the City for the purpose of financing or refinancing certain improvements to and other activities related to the Electric System, all as contemplated by the Enterprise Revenue Bond Law;
WHEREAS, the City has determined to enter into this Inden ture (1) to provide for the issuance, authentication, and delivery of the Bonds (as defined in Section 1.02), which are secured by and payable from the Trust Estate (as defined in Section 5.01(A)( 3)); (2) to establish and declare the terms and conditions upon which the Bonds shall be issued and secured and (3) to secure the payment of the principal and purchase price of, and the premium (if any) and interest on the Bonds, subject to the provision of this Indenture permitting the application of the Trust Estate for the purposes and on the terms and conditions set forth in this Indenture; WHEREAS, the execution and delivery of this Indenture has in all respects been duly and validly authorized by a resolution duly passed and approved by the City Council of the City; and WHEREAS, the City has determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the

2 execution and the entering into of this Indenture 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 Indenture; NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal and purchase price of, and the premium (if any) and the interest on, all Bonds at any time issued, authenticated, and delivered hereunder and provide the terms and conditions under which all property, rights and interests hereby assigned and pledged are to be dealt with and disposed of, and to secure performance and observance of the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes hereinafter expressed, and in consideration of the premises and of the material covenants herein contained and of the purchase and acceptance of the Bonds by the owners or holders thereof, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City does hereby agree and covena nt with the Trustee for the benefit of the owners, from time to time, of the Bonds, or any part thereof, as follows:

ARTICLE I

EQUALITY OF SECURITY; DEFINITIONS;

CONTENT OF CERTIFICATES
SECTION 1.01. Equality of Security . In consideration of the acceptance of the Bonds by the owners thereof from time to time, this Indenture shall be deemed to be and shall constitute a contract between the City, the Trustee and the owners from time to time of the Bonds. The covenants and agreements herein set forth to be performed by or on behalf of the City or the Trustee shall be for the equal and proportionate benefit, security, and protection of all owners of the Bonds, without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reasons of the Series, time of issue, sale, or negotiation thereof or for any cause whatsoever, except as expressly provided therein or herein. Nothing herein shall prevent additional security being provided for the benefit of a particular Series of Bonds under any supplement to this Indenture.

SECTION 1.02. D
efinitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Indenture and of any Supplemental Indenture 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.
“Accreted Value” means, with respect to any Capital Appreciation Bond, the principal amount thereof plus the interest accrued thereon, compounded at the approximate interest rate thereon on each date specified therein. The Accreted Value at any date shall be the amounts set forth in the Accreted Value Table as of such date, if such date is a compounding date, and if not, as of the immediately preceding compounding date. For purposes of this Indenture, the term “principal of” shall also include Accreted Value, if appropriate.

3 “Accreted Value Table” means the table denominated as such which appears as an exhibit to, and to which reference is made in, a Supplemental Indenture providing for a Series of Capital Appreciation Bonds issued pursuant to such Supplemental Indenture. “Alternate Credit Enhancement” means, with respect to a Series of Bonds, any Insurance, letter of credit, line of credit, surety bond, or other instrument, which secures, enhances, or guarantees the payment of principal of and interest on a Series of Bonds, issued by an insurance company, commercial bank, pension fund, or other institution, and delivered or made available to the Trustee, as a replacement or substitution for any Credit Enhancement then in effect. “Alternate Liquidity Facility” means, with respect to a Series of Bonds, a line of credit, letter of credit, standby purchase agreement , or similar liquidity facility, which secures, enhances, or guarantees the payment of purchase price of such Series of Bonds under certain conditions specified therein, issued by a commercial bank, insurance company, pension fund, or other institution, an d delivered or made available to the Trustee, as a replacement or substitute for any Liquidity Facility then in effect.
“Annual Debt Service” means, with respect to any Obligations and for any Fiscal Year, the aggregate amount of Debt Service on such Obl igations becoming due and payable during such Fiscal Year.
“Authorized Representative” means the City Manager of the City, the City Treasurer of the City, or such other person as may be designated to act on behalf of the City by resolution of the City Council of the City or by a written certificate delivered to the Trustee signed on behalf of the City by an Authorized Representative.
“Average Annual Debt Service” means with respect to any Obligations and as of any date of calculation, the quotient obtained by dividing (1) the sum of the Annual Debt Service on such Obligations for all Fiscal Years during the period commencing with the Fiscal Year in which such calculation is made (or, if appropriate, the first full Fiscal Year following the issuance or incurrence of such Obligations) and terminating in the last Fiscal Year in which any Debt Service on such Obligations is due by (2) the number of such Fiscal Years. “Balloon Indebtedness” means, with respect to any Obligation, 25% or more of the principal or other face amount of which matures or becomes due on the same date or within a 12- month period (with Mandatory Sinking Account Payments deemed to be payments of matured principal), that portion of such Obligation which matures or becomes due on such date or w ithin such 12-month period.
“Beneficial Owner” means any Person who has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of any Bond, including any Person holding Bonds through nominees or depositories, including the Securities Depository. “Bond Fund” means the fund by that name established pursuant to Section 5.01. “Bond Obligation” means, as of any given date of calculation, (1) with respect to any Outstanding Current Interest Bond, the principal amount of such Bond, and (2) with respect to any Outstanding Capital Appreciation Bond, the Accreted Value thereof.

4 “Bond Reserve Fund” means the fund by that name established pursuant to Section 5.05(A).
“Bond Reserve Requirement” means (1) with respect to the Bond Reserve Fund, as of any date of calculation, an amount equal to the least of (a) 10% of the principal amount of the Participating Bonds, (b) the Maximum Annual Debt Service for the Participating Bonds, and (c) 125% of the Average Annual Debt Service for t he Participating Bonds, all as computed and determined by the City and specified in writing to the Trustee upon the issuance of any Participating Bonds and upon any other change in the amount of the Bond Reserve Requirement ; provided, that the amount of the Bond Reserve Requirement shall not increase at any time except upon the issuance of additional Participating Bonds; and provided further, that with respect to the issuance of additional Participating Bonds if the Bond Reserve Fund would have to be increa sed by an amount greater than 10% of the stated principal amount of such additional Participating Bonds (or, if the issue has more than a de minimis amount of original issue discount or premium, of the issue price of such Bonds) then the Bond Reserve Requi rement shall be such lesser amount as is determined by a deposit of such 10%; and (2) with respect to any Bond Series Reserve Fund, the amount specified as such in the Supplemental Indenture establishing such Bond Series Reserve Fund.
“Bond Series Reserve Fund” means any fund by that name established with respect to one or more Series of Bonds other than Participating Bonds pursuant to the Supplemental Indenture establishing the terms and provisions of such Series of Bonds. “Bondholder” or “Holder” or “owne r”, whenever used herein with respect to a Bond, means the person in whose name such Bond is registered. “Bond” or “Bonds” means one or more of the City of Victorville Electric Revenue Bonds or Notes authorized by, and at any time Outstanding pursuant to, this Indenture. “Business Day” means, except as is otherwise provided in the Supplemental Indenture pursuant to which a Series of Bonds is issued, any day other than (1) a Saturday, Sunday, or a day on which banking institutions in the State or the State of New York or the jurisdiction in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed; (2) for purposes of payments and other actions relating to Bonds secured or enhanced by a Credi t Enhancement or supported by a Liquidity Facility, a day upon which commercial banks in the city in which is located the office of the issuing institution at which demands for payment under the Credit Enhancement or Liquidity Facility, as applicable, are to be presented are authorized or obligated by law or executive order to be closed; (3) a day on which the New York Stock Exchange is closed; or (4) a day on which the payment system of the Federal Reserve System is not operational.
“Capital Appreciation B onds” means the Bonds of any Series designated as Capital Appreciation Bonds in the Supplemental Indenture providing for the issuance of such Series of Bonds and on which interest is compounded and paid at maturity or on prior redemption. “Certificate,” “S tatement,” “Request,” “Requisition” and “Order” of the City mean, respectively, a written certificate, statement, request, requisition or order signed in the name of

5 the City by an Authorized Representative. Any such instrument and supporting opinions or representations may, but need not, be combined in a single instrument with any other instrument, opinion, or representation, and the two or more so combined shall be read and construed as a single instrument. If and to the extent required by Section 1.03, each such instrument shall include the statements provided for in Section 1.03.
“City” means the City of Victorville , a municipal corporation and chartered city, duly organized and existing under and by virtue of the Constitution and laws of the State of California, and any successor thereto.
“Code” means the Internal Revenue Code of 1986, and the regulations applicable thereto or issued thereunder, or any successor to the Internal Revenue Code of 1986. Reference to any particular Code section shall, in the event of such a successor Code, be deemed to be reference to the successor to such Code section.
“Consultant” means any consultant, consulting firm, financial consultant, financial consulting firm, engineer, architect, engineering firm, architectural firm, accountant or accounting firm retained by the City to perform acts or carry out the duties provided for such consultant in this Indenture.
“Continuing Disclosure Certificate” means, with respect to each Series of Bonds requiring an undertaking regarding disclosure under Rule 15c2- 12, the continuing disclosure certificate or continuing disclosure agreement delivered by the City at the time of issuance and delivery of such Series of Bonds, as the same may be supplemented, modified, or amended in accordance with its terms.
“Corporate Trust Office” or “corporate trust office” means the corporate trust office of the Trustee at The Bank of New York Mellon Trust Company, N.A., 333 South Hope Street , Suite 2525, Los Angeles, California 90071, Attention: Corporate Trust Services, or such other or additional offices as may be designated by the Trustee from time to time. “Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City and related to the authorization, iss uance, sale and delivery of a Series of Bonds, including advertising and printing costs; costs of preparation and reproduction of documents; filing and recording fees; travel expenses and costs relating to rating agency meetings and other meetings concerning such Series of Bonds; initial fees, expenses, and charges of the Trustee; legal fees and charges; fees and disbursements of consultants and professionals; financial advisor fees and expenses; rating agency fees; fees and charges for preparation, execution, transportation, and safekeeping of Bonds; surety, insurance, credit enhancement, and liquidity costs; fees payable in connection with the execution or termination of an Interest Rate Swap Agreement in connection with the issuance of a Series of Bonds; and any other cost, charge, or fee incurred in connection with the issuance of a Series of Bonds or any Parity Obligations delivered in connection with a Series of Bonds. “Costs of Issuance Fund” means a fund by that name established pursuant to the provisions of a Supplemental Indenture to pay Costs of Issuance with respect to a Series of Bonds being issued pursuant to such Supplemental Indenture.

6 “Counterparty” means an entity which has entered into an Interest Rate Swap Agreement with the City.
“Credit Enhancement” means, with respect to a Series of Bonds, any Insurance, letter of credit, line of credit, surety bond, or other instrument, which secures, enhances, or guarantees the payment of principal of and interest on a Series of Bonds, issued by an insurance company, commercial bank, pension fund, or other institution, and delivered or made available to the Trustee, as from time to time supplemented or amended pursuant to its terms. In the event of the delivery or availability of an Alternate Credit Enh ancement, “Credit Enhancement” means such Alternate Credit Enhancement.
“Credit Enhancement Provider” means, with respect to a Series of Bonds, the Insurer, commercial bank, pension fund, or other institution issuing (or having primary obligation, or acting as agent for the institutions obligated, under) a Credit Enhancement then in effect with respect to such Series of Bonds.
“Current Interest Bonds” means the Bonds of any Series that are designated as Current Interest Bonds in the Supplemental Indenture providing for the issuance of such Series of Bonds and pay interest to the Holders thereof on a periodic basis prior to maturity. “Debt Service,” when used with respect to any Obligations, means, as of any date of calculation and with respect to any Fiscal Year, the sum of (1) the interest falling due on such Obligations during such Fiscal Year, (2) the principal or mandatory sinking account payments required to be paid with respect to such Obligations during such Fiscal Year, and (3) any other regularly scheduled payments due with respect to such Obligations during such Fiscal Year to the extent not included in clauses (1) and (2) of this definition, all of which are to be computed on the assumption that no portion of such Obligations shall cease to be outst anding during such Fiscal Year except by reason of the application of such scheduled payments; provided, however, that for purposes of such computation:
(A) Balloon Indebtedness may, at the option of the City, be treated as if it were to be amortized over a term of up to 40 years (which period shall be designated by the City), commencing on the date of calculation of Debt Service , with principal payable in such years and in such amounts as the City shall determine on the date of calculation of Debt Service, and the interest rate used for such computation shall be assumed by the City to be equal to, at the option of the City, either (1) a fixed rate equal to the average Revenue Bond Index during the calendar quarter preceding the calendar quarter in which the cal culation is made, or, if that index is no longer published, an interest rate equal to 80% of the yield (as of the close on the Business Day immediately preceding the date of calculation) for outstanding United States Treasury bonds having a maturity of ten years or (2) such other interest rate or rates at which the City could reasonably be expected to borrow at the time of such calculation of Debt Service based on the assumed amortization of such Balloon Indebtedness, as shall be specified in a written stat ement from an investment banking or financial or municipal advisory firm selected by the City; (B) unless a different subsection of this definition applies for purposes of determining maturities or amortization, in determining the amount due in each Fiscal Yea r, payment shall be assumed to be made in accordance with any amortization schedule established for such

7 Obligations, including any Mandatory Sinking Account Payments or any scheduled redemption or payment of Obligations on the basis of Accreted Value, and for such purpose, the redemption payment or payment of Accreted Value shall be deemed a principal payment and interest that is compounded and paid as Accreted Value shall be deemed due on the scheduled redemption or payment date of such Capital Appreciati on Bond and any contingencies that may result in a request for earlier payment shall be disregarded;
(C) if any Obligations bear, or if any Obligations proposed to be issued or incurred will bear, interest at a variable interest rate for which an Interest Rate Swap Agreement is not in place and the interest on which is excluded or expected to be excluded from gross income for federal income tax purposes, the interest rate on such Obligations for periods when the actual interest rate cannot yet be determined sha ll be assumed to be equal to the average of the SIFMA Swap Index for the five years preceding such date of calculation (provided, however, that if such index is no longer published, the interest rate on such Obligations shall be calculated based upon such similar index as the City shall designate in writing to the Trustee) or such higher rate as shall be specified in a Certificate of the City delivered to the Trustee, plus the applicable spread, if any, for such Obligations;
(D) if any Obligations bear, or if a ny Obligations proposed to be issued will bear, interest at a variable interest rate for which an Interest Rate Swap Agreement is not in place and the interest on which is included or expected to be included in gross income for federal income tax purposes, the interest rate on such Obligations for periods when the actual interest rate cannot yet be determined shall be assumed to be equal to 100% of the average One Month USD LIBOR Rate during the five years preceding such date of calculation (provided, however, that if such index is no longer published or available, the interest rate on such Obligations shall be calculated based upon the reference rate selected, endorsed or recommended as a replacement for the One Month USD LIBOR Rate by the central bank, res erve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice regarding the selection and use of a substitute for the One Month USD LIBOR Rate) or such higher rate as shall be specified in a Certificate of the City delivered to the Trustee, plus the applicable spread, if any, for such Obligations; (E) with respect to any Obligations bearing interest, or expected to bear interest, at a variable interest rate for which an Interest Rate Swap Agreement is in place providing for a synthetic fixed interest rate to maturity or for a specific term with respect to such Obligations, the interest rate on such Obligations shall be assumed to be the synthetic fixed interest rate specified in such Interest Rate Swap Agreement for such term; (F) with respect to any Obligations bearing interest, or expected to bear interest, at a fixed interest rate for which an Interest Rate Swap Agreement is in place providing for a net variable interest rate with respect to such Obligations for a specific term, the interest rate on such Obligations shall be assumed to be equal for such term to the sum of (1) the fixed interest rate or rates to be paid on the Obligations, minus (2) the fixed interest rate receivable by the City under such Interest Rate Swap Agreement, plus (3) the average interest rate of the index on which the Interest Rate Swap Agreement is based, as identified in a Certificate of the City delivered to the Trustee, or, if not based on a n identifiable index, then the average of the SIFMA Swap Index, in each case, over the five years preceding the date of calculation or such higher rate as shall be

8 specified in a Certificate of the City delivered to the Trustee , plus the applicable spread, if any, payable by the City under such Interest Rate Swap Agreement; (G) if any Obligations feature an option, on the part of the owners or a requirement under the terms of such Obligations, to tender all or a portion of such Obligations to the City, the Trustee, or other fiduciary or agent, and to purchase such Obligations or portion thereof if properly presented, then for purposes of determining the amounts due in any Fiscal Year on such Obligations, the options or obligations of the owners of such Obligations to tender the same for purchase or payment shall be ignored;
(H) payments on Obligations shall be excluded to the extent such payments are to be paid from amounts on deposit with the Trustee or other fiduciary in escrow specifically therefor or to the exten t such payments are paid or expected to be paid from Subsidy Payments and interest payments shall be excluded to the extent that such interest payments are to be paid from the proceeds of Obligations, including any investment earnings thereon, held by the Trustee or other fiduciary as capitalized interest specifically to pay such interest; (I) with respect to Obligations for which a reserve fund (including a Reserve Fund) is in place, the calculation of Debt Service for such Obligations for any Fiscal Year shal l be reduced by the amount of investment earnings on amounts on deposit in such reserve fund used or expected to be used to pay Debt Service on such Obligations during such Fiscal Year; (J) with respect to Obligations for which a reserve fund (including a Reserve Fund) is in place, the amount on deposit in such reserve fund on any date of calculation of Debt Service shall be deducted from the amount due on the final maturity or due date of such Obligations if such amount on deposit in such reserve fund would be released at such maturity or due date and, to the extent the amount on deposit in such reserve fund is in excess of the amount due on the final maturity or due date of such Obligations, such excess shall be applied to the full amount due in each preceding Fiscal Year, in inverse order, until such amount on deposit in such reserve fund is exhausted;
(K) Reimbursement Obligations and potential Reimbursement Obligations shall be ignored; and
(L) payments and potential payments payable by the City on any Interest Rate Swap Agreement may, at the option of the City, be ignored except as provided under clauses (E) and (F) of this definition.
“Electric Service” means the electric services made available or provided by the Electric System.
“Electric System” means the whole and each and every part of the properties, works, and facilities of the Electric System of the City including the portion thereof existing on the date hereof and including all additions, betterments, extensions, replacements, and improvements to such system or any part thereof and hereafter acquired or constructed. “Electric Utility Fund ” means the fund by that name established and maintained by the City on its books.

9 “Energy Payments” means all actual costs, charges or expenses incurred by the City for power, energy, fuel, and capacity under contracts or other arrangements that provide for payments to be made by the City for such power, energy, fuel, or capacity whether or not such power, energy, fuel, or capacity is delivered or capable of being delivered or otherwise made available to or received by or for the account of the City, in each case as attributable to the Electric System.
“Event of Default” means any of the events specified in Section 7.01. “Fiscal Year” means the period beginning on July 1 of e ach year and ending on the next succeeding June 30, or any other 12- month period hereafter selected and designated as the official fiscal year period of the City, which designation shall be provided to the Trustee in a Certificate delivered by the City.
“Fitch” means Fitch Ratings, Inc., and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then “Fitch” shall be deemed to refer to any other nat ionally recognized securities rating agency selected by the City.
“Include” and its variants, whether or not capitalized, are terms of enlargement rather than of limitation. For example, “includes” means “includes but not limited to,” and “including” means “including but not limited to.”
“Indenture” means this Indenture, dated as of May 1, 2022, between the Trustee and the City, as originally executed or as it may from time to time be supplemented or amended by any Supplemental Indenture delivered pursuant to the provisions hereof. “Insurance” means any financial guaranty insurance policy or municipal bond insurance policy issued by an Insurer insuring the payment when due of principal of and interest on a Series of Bonds as provided in such financial guara nty insurance policy or municipal bond insurance policy.
“Insurer” means any provider of Insurance with respect to a Series of Bonds. “Interest Fund” means the fund by that name established pursuant to Section 5.02. “Interest Payment Date,” with respec t to each Series of Bonds, shall have the meaning specified in the Supplemental Indenture establishing the terms and provisions of such Series of Bonds.
“Interest Rate Swap Agreement” or “Swap” means an interest rate swap, cap, collar, option, floor, forward, derivative, or other hedging agreement, arrangement, or security, however denominated, entered into between the City and a Counterparty, in connection with or incidental to the issuance, incurrence, or carrying of bonds or obligations payable from Syst em Net Revenues, including an interest rate swap, cap, collar, option, floor, forward, derivative, or other hedging agreement, arrangement, or security entered into in advance of the issuance or incurrence of Obligations.

10 “Investment Securities” means any of the following:
(A) The following obligations may be used as Investment Securities for all purposes, including defeasance investments in refunding escrow accounts:
(1) Cash;
(2) Direct obligations of the United States of America (including stripped securities derived from direct obligations of the United States of America); (3) Obligations fully guaranteed as to principal and interest by the United State of America, including obligations of any of the following federal agencies:
– Export-Import Bank
– Farm Credit System Financial Assistance Corporation
– Rural Economic Community Development Administration (formerly the Farmers Home Administration)
– General Services Administration
– U.S. Maritime Administration
– Small Business Administration
– Government National Mortgage Association (GNMA)
– U.S. Department of Housing & Urban Development (PHA’s) – Federal Housing Administration
– Federal Financing Bank; and
(4) Obligations of government -sponsored agencies that are not fully guaranteed by the United States of America, including any of the following obligations:
– Obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC)
– Obligations of the Resolution Funding Corporation (REFCORP) (including REFCORP strips)
– Obligations of the Federal Home Loan Bank System
– Obligations of the Farm Credit System

(B) The following obligations may be used as Investment Securities for all purposes other than defeasance investments in refunding escrow accounts:
(1) U.S. dollar denominated deposit accounts, federal funds and bankers’ acceptances with domestic commercial banks (including the Trustee and its affiliates) that have a rating (ratings on holding companies are not considered as the rating of the banks) on their short -term certificates of deposit on the date of purchase of “A -1” or “A-1+” by Standard & Poor’s or “P-1” by Moody’s and mature no more than 365 days after the date of purchase;
(2) Commercial paper that is rated at the time of purchase in the single highest classification, “A-1” by Standard & Poor’s or “P -1” by Moody’s, and matures not more than 270 days after the date of purchase;

11 (3) Investments in a money market fund rated at the time of investment in the top three Rating Categories by Standard & Poor’s or Moody’s, including funds for which the Trustee or an affiliate receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise; (4) Pre-refunded Municipal Obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality, or local governmental unit of any such state, which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (a) which are rated at the time of purchase, based on an irrevocable escrow account or fund (the “escrow”), in the highest R ating Category of Standard & Poor’s or Moody’s or any successors thereto; or (b) (i) which are fully secured as to principal and interest and prepayment premium, if any, by an escrow consisting only of cash or obligations described in paragraph A(2) of this definition, which escrow may be applied only to the payment of such princi pal of and interest and prepayment premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified prepayment date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is suffi cient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and prepayment premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; (5) General obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state with a rating, at the time of purchase, of “Baa1/BBB+” or higher by Moody’s or Standard & Poor’s; (6) Any investment agreement with a financial institution or insurance company which has at the date of execution thereof an outstanding issue of unsecured, uninsured, and unguaranteed debt obligations or a cl aims paying ability rated (or the parent company or guarantor of which is rated) in either of the two highest long -term Rating Categories by Moody’s or Standard & Poor’s;
(7) The Local Agency Investment Fund managed by the Treasurer of the State of California, as referred to in Section 16429.1 of the Government Code of the State; (8) Shares in a common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State which invests exclusively in investments permitted by Section 53 601 of Title 5 Division 2, Chapter 4 of the Government Code of the State, as it may be amended; and
(9) Any other forms of investments that relate solely to a Series of Bonds, as specified in a Supplemental Indenture providing for the issuance of such Series of Bonds.

12 “Letter of Credit Fund” means a fund by that name established to hold funds that are drawn on Credit Enhancement provided in the form of a letter of credit and that are to be applied to pay the principal of or interest on a Series of Bonds, which fund shall be established pursuant to the Supplemental Indenture establishing the terms and provisions of such Series of Bonds. “Liquidity Facility” means, with respect to a Series of Bonds, a line of credit, letter of credit, standby purchase agreement, or similar liquidity facility that secures, enhances, or guarantees the payment of purchase price of such Series of Bonds under certain conditions specified therein, issued by a commercial bank, insurance company, pension fund, or other institution, and delivered or made available to the Trustee, as from time to time supplemented or amended pursuant to its terms. In the event of the delivery or availability of an Alternate Liquidity Facility, “Liquidity Facility” means such Alternate Liquidity Facility. “Liquidity Facility Bonds” means any Bonds purchased with moneys drawn under (or otherwise obtained pursuant to the terms of) a Liquidity Facility, but excluding any Bonds no longer considered to be Liquidity Facility Bonds in accordance with the terms of the applicable Liquidity Facility. If designated as such in a Supplemental Indenture, Bonds purchased with moneys drawn under Credit Enhancement in the form of a letter of credit or other similar instrument shall be treated as Liquidity Facility Bonds. “Liquidity Facility Provider” means, with respect to a Series of Bonds, the commercial bank, insurance company, pension fund, or other institution issuing (or having primary obligation, or acting as agent for the institutions obligated, under) a Liquidity Facil ity then in effect with respect to such Series of Bonds.
“Liquidity Facility Rate” means, with respect to a Series of Bonds, the interest rate per annum, if any, specified in the Liquidity Facility delivered in connection with such Series of Bonds as applicable to Liquidity Facility Bonds.
“Maintenance and Operation Costs” means costs spent or incurred by the City for maintaining and operating the Electric System , calculated in accordance with generally accepted accounting principles used by the City consis tently applied, including costs of purchased or generated power and energy, costs of fuel, water, and other commodities, costs of transmission of power, energy, fuel, water, and other commodities, expenses of maintenance, repair, billing and collection, and other expenses incurred to maintain and preserve the Electric System in good repair and working order, and including administrative costs of the City, salaries and wages of employees, payments to employees retirement systems, overhead, taxes (if any), fe es of auditors, accountants, attorneys, engineers, or other consultants, and insurance premiums, in each case as attributable to the Electric System, 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 Bonds and Parity Obligations but excluding in all cases (1) depreciation, replacement and obsolescence charges or reserves therefor, (2) amortization of intangibles or other bookkeeping entries of a similar nature, (3) costs o f capital additions, replacements, betterments, extensions or improvements to the Electric System that under generally accepted accounting principles are chargeable to a capital account or to a reserve for depreciation, and (4) charges for the payment of B onds and Parity Obligations.

13 “Mandatory Sinking Account Payment” means, with respect to Bonds of any Series and maturity, the amount required by the Supplemental Indenture establishing the terms and provisions of such Series of Bonds to be deposited by the City in a Sinking Account for the payment of Term Bonds of such Series and maturity.
“Maturity Date” means, with respect to a Series of Bonds, the date of maturity or maturities specified in the Supplemental Indenture establishing the terms and provisions of such Series of Bonds.
“Maximum Annual Debt Service” means, with respect to any Obligations and as of any date of calculation, the maximum amount of Annual Debt Service becoming due and payable on such Obligations in any Fiscal Year during the period commencing with the Fiscal Year in which such calculation is made and terminating with the last Fiscal Year in which any Debt Service for such Obligations is due.
“Maximum Rate” means, with respect to any Bonds, the lesser of (1) the rate designated as the Maximum Rate for such Bonds in the Supplemental Indenture with respect to such Bonds and (2) the maximum rate of interest that may legally be paid on the Bonds from time to time. “Moody’s” means Moody’s Investors Service, Inc., and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the City. “Notice Parties” means, as and to the extent applicable, the City, the Trustee, any Credit Enhancement Provider for the Series of Bonds to which the notice being given relates, any Liquidity Provider for the Series of Bonds to which the notice bein g given relates, and any other party designated as a “Notice Party” for a Series of Bonds in the Supplemental Indenture providing for the issuance of such Series of Bonds.
“Obligations” means any Bonds or any Parity Obligations, as applicable. “One Month U SD LIBOR Rate” means the rate for deposits in U.S. dollars for a one - month maturity that appears on Reuters Screen LIBOR01 Page (or such other page as may replace that page on that service, or such other service as may be nominated by the British Bankers Association, for the purpose of displaying London interbank offered rates for U.S. dollar deposits) as of 11:00 a.m., London time on the date of determination of such rate. “Opinion of Bond Counsel” means a written opinion of a law firm of national standing in the field of public finance selected by the City.
“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 11.09) all Bonds theretofore, or thereupon being, authenticated and delivered by t he Trustee under this Indenture except (1) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds with respect to which all liability of the City shall have been discharged in accordance with Section 10.02, including Bonds (or portions of Bonds) referred to in Section 11.10; and (3) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been

14 authenticated and delivered by the Trustee pursuant to this Indenture; provided, however, that in the event the principal of or interest due on any Bonds shall be paid by the Credit Enhancement Provider pursuant to the Credit Enhancement issued in connection with such Bonds, such Bonds shall, to the extent of such payment, remai n Outstanding for all purposes and shall not be considered defeased or otherwise satisfied or paid by the City, and the pledge of the Trust Estate and all covenants, agreements, and other obligations of the City to the Holders shall continue to exist and s hall run to the benefit of such Credit Enhancement Provider, and such Credit Enhancement Provider shall, to the extent of such payment, be subrogated to the rights of such Holders.
“Parity Obligations” means (1) any obligation of the City (excluding fees a nd expenses and termination payments on Interest Rate Swap Agreements) incurred in accordance with Section 3.05(C) and (2) any obligation of the City to pay the Rebate Requirement or any rebate requirement with respect to Parity Obligations, all of which obligations are secured hereunder by the pledge of System Net Revenues made pursuant to Section 5.01(A)(2) and payable from System Revenues with the priority set forth in Section 5.01(A)(1). “Participating Bonds” means the Bonds of each Series which, pursuant to the terms of the Supplemental Indenture relating to such Series, are secured by amounts in the Bond Reserve Fund.
“Participating Underwriter” means any of the original underwriters of a Series of Bonds required to comply with Rule 15c2- 12(b)(5) adopt ed by the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as the same may be amended from time to time.
“Person” means an association, corporation, firm, partnership, trust, or other legal entity or group of entities, includi ng a governmental entity or any agency or political subdivision thereof, or any other entity, whether or not a legal entity. “Principal Fund” means the fund by that name established pursuant to Section 5.02. “Principal Payment Date” means any date any amou nt of Bond Obligation becomes due and payable or any Mandatory Sinking Account Payments are required to be paid. “Project Fund” means, with respect to any Series of Bonds, a fund by that name established pursuant to the provisions of a Supplemental Indent ure to hold the proceeds of a Series of Bonds or a portion thereof prior to expenditure on the particular projects being financed with the proceeds of such Series of Bonds.
“Purchase Fund” means a fund by that name established to hold funds to be applied t o pay the purchase price of a Series of Bonds, which fund shall be established pursuant to the Supplemental Indenture establishing the terms and provisions of such Series of Bonds. “Rate Stabilization Fund” means the fund referred to by that name in Section 6.07(B).

15 “Rating Agency” means, as and to the extent applicable to a Series of Bonds, each of Fitch, Moody’s, and Standard & Poor’s, but in each instance only so long as each such Rating Agency maintains a rating on such Series of Bonds at the request of the City. “Rating Category” means (1) with respect to any long- term rating category, all ratings designated by a particular letter or combination of letters, without regard to any numerical modifier, plus or minus sign, or other modifier; and (2) with res pect to any short -term or commercial paper rating category, all ratings designated by a particular letter or combination of letters and taking into account any numerical modifier, but not any plus or minus sign or other modifier.
“Rebate Fund” means the fund by that name established pursuant to Section 5.07. “Rebate Instructions” means, with respect to any Series of Tax -Exempt Bonds, those calculations and directions required to be delivered to the Trustee by the City pursuant to the Tax Certificate delivered in connection with such Series of Tax-Exempt Bonds. “Rebate Requirement” means, with respect to any Series of Tax -Exempt Bonds, the Rebate Requirement determined in accordance with the Tax Certificate delivered in connection with such Series of Tax-Exempt Bonds.
“Record Date,” with respect to each Series of Bonds, shall have the meaning specified in the Supplemental Indenture establishing the terms and provisions of such Series of Bonds. “Redemption Fund” means the fund by that name established pursuant to Section 5.06. “Redemption Price” means, with respect to any Bond (or portion thereof), the Bond Obligation of such Bond (or portion thereof) plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Bond and this Indenture. “Refunding Bonds” means a Series of Bonds or a portion of a Series of Bonds issued pursuant to the provisions set forth in Section 3.04.
“Reimbursement Obligations” means any obligation of the City to repay, from System Net Revenues, amoun ts provided by a Credit Enhancement Provider under a Credit Enhancement or by Liquidity Facility Provider under a Liquidity Facility as credit or liquidity support for a Series of Bonds or by any similar credit provider or liquidity provider as credit or liquidity support for Parity Obligations.
“Repository” means the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities and Exchange Commission or any successor agency thereto to receive reports and notices pursuant to Rule 15c2-12. “Reserve Facility” means any insurance policy, letter of credit, surety bond , or other instrument issued by a Reserve Facility Provider, meeting the requirements set forth in Section

5.05, and delivered to the Trustee in satisfaction of all or a portion of the Bond Reserve Requirement applicable to one or more Series of Bonds.

16 “Reserve Facility Provider” means any issuer of a Reserve Facility. “Reserve Fund” means the Bond Reserve Fund or a Bond Series Reserve Fund, as the context requires.
“Revenue Bond Index” means the Revenue Bond Index published from time to time in The Bond Buyer.
“Rule 15c2 -12” means Securities and Exchange Commission Rule 15c2- 12, as supplemented and amended from time to time.
“Securities Depository” means The Depository Trust Company, or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other securities depository, or no such depositories, as the City may designate in a Request of the City delivered to the Trustee.
“Serial Bonds” means Bonds, maturing in specified years, for which no Mandatory Sinking Account Payments are provided.
“Series,” whenever used herein with respect to Bonds, means all of the Bonds designated as being of the same series, authenticated and delivered in a simultaneous transaction regardless of variations in maturity, interest rate, redemption, and other provisions, and any Bonds thereafter authenticated and delivered upon transfer or exchange or in lieu of or in substitution for (but not to refund) such Bonds as herein provided.
“Series 2022 Bonds” means, collectively, the City of Victorville Electric Revenue Bonds, Series 2022A and Series 2022B (Federally Taxable) authorized by, and at any time Outstanding pursuant to, this Indenture.
“SIFMA Swap Ind ex” means, on any date, a rate determined on the basis of the seven - day high grade market index of tax -exempt variable rate demand obligations, as produced by Municipal Market Data and published or made available by the Securities Industry & Financial Markets Association (formerly the Bond Market Association) (“SIFMA”) or by any Person acting in cooperation with or under the sponsorship of SIFMA and effective from such date. “Sinking Account” means an account by that name established in the Principal Fund pursuant to Section 5.04 for the payment of Term Bonds. “Standard & Poor’s” or “S&P” means S&P Global Ratings , a division of Standard & Poor’s Financial Services LLC, and its successors and assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Standard & Poor’s” or “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the City. “State” means the State of California.
“Subsidy Bonds” means Bonds for which the City is entitled to receive Subsidy Payments.

17 “Subsidy Payments” means payments with respect to the principal or interest or other regularly scheduled payment due on an Obligation made by the United States T reasury to the Trustee or the City pursuant to Section 54AA of the Code, Section 6431 of the Code, or Section 1400U-2 of the Code or any successor to or extension or replacement of any of such provisions of the Code, or any provisions of the Code that crea te substantially similar direct -pay subsidy programs to such programs created pursuant to Section 54AA, Section 6431, or Section 1400U -2 of the Code, or pursuant to any other statutory or regulatory framework providing for a subsidy, reimbursement, grant or other payment from a governmental entity in connection with, or related to, payments of principal or interest or other regularly scheduled payments due on Obligations. “Supplemental Indenture” means any indenture hereafter duly executed and delivered, supplementing, modifying, or amending this Indenture, but only if and to the extent that such supplemental indenture is authorized hereunder.
“System Net Revenues” means System Revenues remaining after payment of (1) Maintenance and Operation Costs then due and payable and (2) Energy Payments then due and payable to the extent such Energy Payments are not included in Maintenance and Operation Costs.
“System Revenues” means all income, rents, rates, fees, charges, and other moneys derived from the ownership or operation of the Electric System determined in accordance with generally accepted accounting principles, consistently applied, including (1) all income, rents, rates, fees, connection fees, Electric System development fees, charges, standby charges, capacity charges, or other moneys derived by the City from the electric services or facilities, and commodities or byproducts, sold, furnished, or supplied through the facilities of or in the conduct or operation of the business of the Electric System , and incl uding investment earnings on the operating reserves to the extent that the use of such earnings is limited to the Electric System by or pursuant to law; (2) any amount received from the levy or collection of taxes that are solely available and are earmarked for the support of the operation of the Electric System ; (3) allocations from the Rate Stabilization Fund to the Electric Utility Fund ; and (4) grants for maintenance and operations to the extent that the restrictions for the use thereof do not preclude them from being applied to the payment of Maintenance and Operation Costs , Energy Payments or the Obligations; provided, however, that System Revenues shall exclude in all cases customers’ deposits or any other deposits or advances subject to refund until such deposits or advances have become the property of the City. As provided in Section 6.07(B), the amount of current System Revenues shall be reduced by the amount of current System Revenues allocated to the Rate Stabilization Fund and the amount of curr ent System Revenues shall be increased by any amounts allocated from the Rate Stabilization Fund to the Electric Utility Fund. “Tax Certificate” means each Tax Certificate delivered by the City at the time of issuance and delivery of a Series of Tax -Exempt Bonds, as the same may be amended or supplemented in accordance with its terms.
“Tax-Exempt Bonds” means Bonds for which the interest thereon is intended to be excluded from the gross income of the holders thereof (other than any holder who is a “substantial user” of facilities financed with such obligations or a “related person” within the meaning of Section 147(a) of the Code) for federal income tax purposes, whether or not such

18 interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating other tax liabilities, including any alternative minimum tax or environmental tax under the Code.
“Term Bonds” means Bonds payable at or before their specified maturity date or dates from Mandatory Sinking Account Payments established for that purpose and calculated to retire such Bonds on or before their specified maturity date or dates. “Trust Estate” shall have the meaning given to such term in Section 5.01(A)(3). “Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America, or its successor, as Trustee as provided in Section 8.01. “Variable Rate Indebtedness” means any indebtedness the interest rate on which is not fixed at the time of incurrence of such indebtedness, and has not at some subsequent date been fixed, at a numerical rate or rates for the entire term of such indebtedness.

SECTION 1.03. Content of Certificates.
(A) Every certificate provided for in this Indenture with respect to compliance with any provision hereof shall include (1) a statement that the person making or giving such certificate has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate is based; (3) a statement that, in the opinion of such person, he or she has made or caused to be made such examination or investigation as is necessary to enable him or her to express an informed opinion with respect to the subject matter referred to in the instrument to which his or her signature is affixed; and (4) a statement as to whether, in the opinion of such person, such provision has been complied with.
(B) Any such certificate given by an officer of the City may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by counsel, an accountant, a financial advisor, an investment banker, or an independent consultant unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion, or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. An y such certificate or opinion made or given by counsel, an accountant, a financial advisor, an investment banker, or an independent consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the City), upon a certificate or opinion of or representation by an officer of the City unless such counsel, accountant, financial advisor, investment banker, or independent consultant knows, or in the exercise of reasonable care should have known, that t he certificate or opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same officer of the City, or the same counsel, accountant, financial ad visor, investment banker, or independent consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel, accountants,

19 financial advisors, investment ban kers or independent consultants may certify to different matters.

ARTICLE II

THE BONDS
SECTION 2.01. Authorization of Bonds. Bonds may be issued hereunder as fully registered bonds without coupons, in book- entry form or otherwise, from time to time as the issuance thereof is approved by the City. The maximum principal amount of Bonds that may be issued hereunder is not limited; subject, however, to any limitations imposed by law and to the right of the City, which is hereby reserved, to limit the aggregate principal amount of Bonds that may be issued or Outstanding hereunder. The Bonds are designated generally as “ City of Victorville Electric Revenue Bonds” or “ City of Victorville Electric Revenue Notes,” each Series thereof to bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series of Bonds. The Bonds may be issued in such Series as from time to time shall be established and authorized by the City, subject to the covenants, provisions, and conditions herein contai ned or contained in any Supplemental Indenture providing for the issuance of such Series of Bonds.

SECTION 2.02. T
erms of the Bonds.
(A) The Bonds of each Series shall bear interest, if any, at such rate or rates or determined in such manner and payable at such intervals as may be determined by the City at the time of issuance thereof pursuant to the Supplemental Indenture under which such Series is issued, not to exceed the Maximum Rate, and shall mature on such date or dates as the City may determine by the Supplemental Indenture creating such Series. Principal of and interest on such Bonds shall be payable on such date or dates in such manner as may be specified in the Supplemental Indenture creating such Series. The Bonds of each Series shall be issued in such denominations as may be authorized by the Supplemental Indenture creating such Series. (B) Unless otherwise provided in the Supplemental Indenture delivered in connection with such Series of Bonds, the Bonds of each Series shall be initially registered in the name o f “Cede & Co.” as nominee of the Securities Depository and shall be evidenced by one bond certificate for each maturity of each Series of Bonds bearing interest at a particular rate of interest per annum (or method of interest rate determination). Unless otherwise provided in the Supplemental Indenture delivered in connection with such Series of Bonds, registered ownership of any Series of Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 2.10 or, in the event the use of the Securities Depository is discontinued, in accordance with the provisions set forth in Section 2.05.

SECTION 2.03. Form of Bonds. The Bonds of any Series shall be in such form or forms as may be specified in the Supplemental Indenture creating such Series.

SECTION 2.04. E xecution of Bonds.
(A) The Bonds shall be executed in the name and on behalf of the City by the facsimile or manual signature of an Authorized Representative. Unless otherwise provided in

20 any Supplemental Indenture, the Bonds shall then be delivered to the Trustee for authentication by the Trustee. In case one or more of the persons who shall have signed any of the Bonds as an officer of the City shall cease to be such an officer before the Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the City, such Bonds may nevertheless be authenticated, delivered, and issued and, upon such authentication, delivery, and issue, shall be as binding upon the City as though those who signed the same had continued to be such office rs of the City, and also any Bond may be signed on behalf of the City by such persons as at the actual date of execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City. (B) Except as may otherwise be provided in a Supplemental Indenture establishing the terms and provisions of a Series of Bonds, only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form recite d in the Supplemental Indenture creating such Series of Bonds, 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 authentication when manually executed by the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated, and delivered hereunder and are entitled to the benefits of this Indenture.

SECTION 2.05. Transfer of Bonds.
(A) Any Bond may, in accordance with its terms, be transferred, upon the register required to be kept pursuant to the provisions of Section 2.07, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee.
(B) Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds of the same Ser ies, tenor, maturity and interest rate and a like aggregate principal amount; provided that, unless otherwise provided in any Supplemental Indenture, no registration of transfer of any Bond or portion of a Bond so selected for redemption may occur during the period established by the Trustee for selection of Bonds for redemption. The Trustee shall require the Bondholder requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.
(C) Prior to any trans fer of any Bond or Bonds outside the book- entry system (including, but not limited to, the initial transfer outside the book- entry system) the transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

SECTION 2.06. Exchange of Bonds. Bonds may be exchanged at the Corporate Trust Office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations of the sa me Series, tenor, maturity, and interest rate; provided that, unless

21 otherwise provided in any Supplemental Indenture, no exchange may occur or of any Bond or portion of a Bond so selected for redemption during the period established by the Trustee for selection of Bonds for redemption. The Trustee shall require the Bondholder requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange.

SECTION 2.07. Bond Register. Unless otherwise provided in a Supplemental Indenture delivered in connection with a Series of Bonds, the Trustee shall keep or cause to be kept, at its Corporate Trust Office, sufficient books for the registration and transfer of each Series of Bonds, and the Trustee shall at all times keep the books open to inspection during normal business hours by the City and each Credit Enhancement Provider upon reasonable prior notice; 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 such books, Bonds as hereinbefore provided.

SECTION 2.08. T
emporary Bonds. The Bonds may be issued in temporary form exchangeable for definitive Bonds when ready for delivery. Any temporary Bond may be printed, lithographed, or typewritten; shall be of such denomination as may be determined by the City; shall be in registered form; and may contain such reference to any of the provisions of this Indenture as may be appropriate. A temporary Bond may be in the form of a single Bond payable in installments, each on the date, in the amount, and at the rate of interest established for the Bonds maturing on such date. Every temporary Bond shall be executed by the City and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds, the City will execute and deliver definitive Bonds as promptly thereafter as practicable, and thereupon the temporary Bonds may be surrendered for cancellation and exchanged for definitive Bonds at the Corporate Trust Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations of the same Series, tenor, and maturity or maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.

SECTION 2.09. B
onds Mutilated; Lost; Destroyed or Stol en. If any Bond shall become mutilated, the City shall execute, at the expense of the Holder of the Bond, and the Trustee shall thereupon authenticate and deliver, a new Bond of like Series, tenor, maturity, and interest rate in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by the Trustee and delivered to, or upon the Order of, the City. If any Bond shall be lost, destroyed, or stolen, evidence of such loss, destruction, or theft may be submitted to the City and to the Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to both shall be given, the City shall execute, at the expense of the Holder, and the Trustee shall thereupon authenticate and deliver, a new Bond of like Series, tenor, maturity, and interest rate in lieu of and in substitution for the Bond so lost, destroyed, or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof upon receipt of the aforementioned indemnity). The City may require payment of an amount not exceeding the sum of the actual cost of preparing each new Bond issued under this Section 2.09 and the related expenses that

22 may be incurred by the City and the Trustee. Any Bond issued under the provisions of this Section 2.09 in lieu of any Bond alleged to be lost, destroyed, or stolen shall constitute an original additional contractual obligation on the part of the City, whether or not the Bond so alleged to be lost, destroyed, or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds secured by this Indenture. Neither the City nor the Trustee shall be required to treat both the original Bond and any replacement Bond as being Outstanding for the purpose of determining the principal amount of Bonds that may be issued hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and replacement Bond shall be treated as one and the same.

SECTION 2.10. Use of Securities Depository . Unless otherwise provided in a Supplemental Indenture delivered in connection with a Series of Bonds, the following provisions apply notwithstanding any provision of this Indenture to the contrary:
(A) The Bonds shall be delivered and registered as provided in Section 2.02.

Registered ownership of any Series of Bonds, or any portion thereof, may not thereafter be transferred except:
(1) To any successor of the Securities Depository or its nominee, or to any substitute depository designated pursuant to Section 2.10(A)(2) (each, a “substitute depository”); provided that any s uccessor of the Securities Depository or substitute depository shall be qualified under any applicable laws to provide the service proposed to be provided by it;
(2) To any substitute depository designated by the City upon (a) the resignation of the Securities Depository or its successor (or any substitute depository or its successor) from its functions as depository or (b) a determination by the City that the Securities Depository or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository, provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(3) To any Person designated by the City, upon (a) the resignation of the Securities Depository or its successor (or substitute depository or its successor) from its functions as depository, provided that no substitute depository can be obtained; or (b) to the extent permitted by law, a determination by the City that it i s in the best interests of the City to remove the Securities Depository or its successor (or any substitute depository or its successor) from its functions as depository.
(B) In the case of any transfer pursuant to Section 2.10(A)(1) or 2.10(A)(2), upon receipt of the Outstanding Bonds by the Trustee, together with a Statement of the City to the Trustee, a single new Bond for each maturity of each Series of Bonds bearing a particular rate of interest per annum then Outstanding shall be executed and delivered in the aggregate principal amount of the Bonds of such Series then Outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Statement of the City. In the case of any transfer pursuant to Section 2.10(A)(3), upon receipt of the Outstanding Bonds by the Trustee together with the Statement of the City to the Trustee, new

23 Bonds of each Series then Outstanding shall be authorized and prepared by the City and authenticated and delivered by the Trustee in such authorized denominations and registered in the names of such Persons as are requested in such a Statement of the City, numbered in such manner as the Trustee shall determine, subject to the limitations of Section 2.02. (C) In the case of partial redemption or an advance refunding of any Series of the Bonds evidencing all or a portion of such amount Outstanding, the Securities Depository shall make an appropriate notation on such Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee.
(D) The City and the Trustee shall be entitled to treat the Person in whose name any Bond is registered as the Bondholder thereof for all purposes of the Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the City; and the City and the Trustee shall have no responsibility for transmitting payments to, communicating with, or notifying or otherwise dealing with any Beneficial Owners of the Bonds. Neither the City nor the Trustee will have any responsibility or obligations, legal or otherwise, to the Beneficial Owners or to any other party including the Securities Depository or its successor (or substitute depository or its successor), except for the Holder of any Bond. (E) So long as the Outstanding Bonds are registered in the name of Cede & Co. or its registered assign, the City and the Trustee shall cooperate with Cede & Co. or its registered assign as sole registered Bondholder in effecting payment of th e principal of, and redemption premium (if any), purchase price, and interest on, the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due.

ARTICLE III

ISSUANCE OF BONDS
SECTION 3.01. Issuance of Bonds . Whenever the City shall determine to issue a Series of Bonds hereunder, the City (A) shall authorize the execution of a Supplemental Indenture specifying the principal amount and forms of the Bonds of such Series and providing the terms, conditions, distinctive designation, denominations, date, maturity date or dates, interest rate or rates (or the manner of determining the same), Maximum Rate (if such Series of Bonds constitutes Variable Rate Indebtedness), redemption provisions, tender provisions (if any), place or places of payment of principal, purchase price, or Redemption Price (if any) of, and interest on, such Bonds, and any other provisions respecting the Bonds of such Series not inconsistent with the terms of this Indenture; (B) shall execute such Supplemental Indenture; and (C) shall deliver such Supplemental Indenture to the Trustee for execution.

SECTION 3.02. I
ssuance of Additional Bonds . Subsequent to the issuance of the Series 2022 Bonds, the City may by Supplemental Indenture establish one or more additional Series of Bonds that, subject to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in this Indenture, are payable from the Trust Estate and secured by the pledge made under this Indenture equally and ratably with the Series 2022 Bonds, and the City may issue, and the Trustee may authenticate and deliver to the

24 purchasers thereof, Bonds of any Series so established, in such principal amount as shall be determined by the City, but only, with respect to each additional Series of Bonds issued subsequent to the Series 2022 Bond s issued hereunder, upon compliance by the City with the provisions of this Section 3.02, Section 3.03, and any additional requ irements set forth in the Supplemental Indenture each of which is hereby made a condition precedent to the issuance of any such additional Series of Bonds.
(A) No Event of Default shall have occurred and then be continuing (or the issuance of such additional Series of Bonds will cure any such Event of Default). (B) The Supplemental Indenture providing for the issuance of such Series shall state whether the Bonds of such Series are Participating Bonds. If the Bonds of such Series are Participating Bonds, the Supple mental Indenture shall require a deposit of the amount, if any, necessary to increase the amount on deposit in the Bond Reserve Fund to an amount at least equal to the Bond Reserve Requirement with respect to such Series of Bonds and all other Participating Bonds secured by the Bond Reserve Fund to be considered Outstanding upon the issuance of such additional Series of Bonds. Subject to the provisions of Section 5.05, if a Supplemental Indenture providing for the issuance of such Series shall require eith er (1) the establishment of a Bond Series Reserve Fund to provide additional security for such Series of Bonds, or (2) that the balance on deposit in an existing Bond Series Reserve Fund be increased, forthwith upon the receipt of the proceeds of the sale of such Series, to an amount at least equal to the Bond Reserve Requirement with respect to such Series of Bonds and all other Bonds secured by such Bond Series Reserve Fund to be considered Outstanding upon the issuance of such additional Series of Bonds, then the Supplemental Indenture providing for the issuance of such additional Series of Bonds shall require deposit of the amount necessary. The deposit shall be made as provided in the Supplemental Indenture providing for the issuance of such additional Series of Bonds and may be made from the proceeds of the sale of such Series of Bonds or from other funds of the City or from both such sources or may be made in the form of a Reserve Facility.
(C) The aggregate principal amount of Bonds issued hereunder shal l not exceed any limitation imposed by law or by any Supplemental Indenture. (D) The City shall deliver to the Trustee a Certificate of the City or, at the option of the City, a certificate or other report of a Consultant, which Certificate of the City or cert ificate or report of the City’s Consultant shall also set forth the computations upon which such Certificate of the City or certificate or report of the City’s Consultant is based, demonstrating either of the following:
(1) The System Net Revenues for either the most recent Fiscal Year for which audited financial statements are available or for any other period of 12 consecutive months (selected by the City) during the 18 months immediately preceding the date on which such additional Series of Bonds will become Outstanding shall have been, in each case, equal to at least ( x) 1 20% of the Debt Service on all Outstanding Bonds and outstanding Parity Obligations for the most recently completed Fiscal Year and (y) 100% of all obligations of the City payable from Syst em Net Revenues for the most recently completed Fiscal Year, including in such calculation the Average Annual Debt Service

25 for the additional Series of Bonds to be issued. For the purpose of providing such Certificate of the City or certificate or report of the City’s Consultant , the City or the City’s Consultant may adjust the System Net Revenues for such Fiscal Year or 12 -month period, as the case may be, to reflect—
(a) an allowance for System Net Revenues that would have been derived from each new connecti on to the Electric System made prior to the issuance of such additional Series of Bonds but which was not in existence, during all or any part of such Fiscal Year or 12-month period under consideration, in an amount equal to the estimated additional System Net Revenues that would have been derived from each such connection if it had been made prior to the beginning of such Fiscal Year or 12-month period, and
(b) an allowance for System Net Revenues that would have been derived from any increase in the rates, fe es, and charges fixed and prescribed for Electric Service which became effective prior to the issuance of such additional Series of Bonds but which was not in effect, during all or any part of such Fiscal Year or 12-month period under consideration, in an amount equal to the estimated additional System Net Revenues that would have been derived from such increase in rates, fees, and charges if it had been in effect prior to the beginning of such Fiscal Year or 12-month period; or
(2) The estimated System Net Revenues for each of the five Fiscal Years next following the earlier of (i) the end of the period during which interest on the additional Series of Bonds is to be capitalized or, if no interest is capitalized, the Fiscal Year in which the additional Series of Bonds is to be issued, or (ii) the date on which substantially all projects financed with the proceeds of any Bonds, including the additional Series of Bonds to be issued, are expected to commence operations will be, in each case, equal to at least (x) 1 20% of the estimated Debt Service on all Outstanding Bonds (including the additional series of Bonds to be issued) and outstanding Parity Obligations for each such Fiscal Year and (y) 100% of all obligations of the City payable from System Net Revenues for each such Fiscal Year. For the purpose of providing such Certificate of the City or certificate or report of the City’s Consultant, the City or the City’s Consultant may adjust the System Net Revenues to reflect— (a) an allowance for System Net Revenues that are estimated to be derived from any increase in the rates, fees, and charges for Electric Service which have been adopted by the City and which will be in effect during all or any portion of the period for which such estimates are provided; and (b) an allowa nce for System Net Revenues that are estimated to be derived from new customers of the Electric System anticipated to be served by any additions or improvements to or replacements or extensions of the Electric System reasonably expected to become available during all or any portion of the period for which such estimates are provided in an amount equal to the additional System Net Revenues that are estimated to be derived from such customers.

26 For purposes of any computation pursuant to Section 3.02(D)(2), wi th respect to Maintenance and Operation Costs and Energy Payments, the City or the City’s Consultant shall use such assumptions (which shall be set forth in the Certificate of the City or the certificate or other report of the City’s Consultant ) as the City or the City’s Consultant believes to be reasonable, taking into account (i) historical Maintenance and Operation Costs and Energy Payments; (ii) Maintenance and Operation Costs and Energy Payments associated with the additions or improvements to or replacements or extensions of the Electric System to be financed with the proceeds of such additional Series of Bonds and any other new additions or improvements to or extensions of the Electric System during any period for which estimates are provided; and (iii) such other factors, including inflation and changing operations or policies of the City, as the City believes to be appropriate.

Nothing in this Section 3.02 or in this Indenture contained shall prevent or be construed to prevent the Supplemental Indenture providing for the issuance of an additional Series of Bonds from pledging or otherwise providing, in addition to the security given or intended to be given by this Indenture, additional security for the benefit of such additional Series of Bonds or any portion thereof.

SECTION 3.03. Proceedings for Issuance of Additional Bonds. Subsequent to the issuance of the Series 2022 Bonds, before any additional Series of Bonds shall be issued and delivered, the City shall deliver each of the following documents to the Truste e (upon which documents the Trustee may conclusively rely in determining whether the conditions precedent to the issuance of such Series of Bonds have been satisfied). (A) A Supplemental Indenture authorizing such Series executed by the City. (B) A Certificate of the City certifying (1) that no Event of Default has occurred and is then continuing (or the issuance of such additional Series of Bonds will cure any such Event of Default); and (2) that the requirements specified in Section 3.02(B), if applicable, and Section

3.02(C) hereof have been satisfied by the City.
(C) A Certificate of the City or, at the option of the City, a certificate or report of a Consultant pursuant to Section 3.02(D).
(D) An Opinion of Bond Counsel to the effect that such Series of Bonds will be valid and binding obligations of the City when duly executed by the City and authenticated and delivered by the Trustee.

SECTION 3.04. Issuance of Refunding Bonds.
(A) Refunding Bonds may be authorized and issued by the City without compliance with the provisions of Sections 3.02(D) or 3.03(C) provided that the Trustee shall have been provided with a Certificate of the City or, at the option of the City, a certificate or report of a Consultant to the effect that the Maximum Annual Debt Service on all Bonds Outstanding and all Parity Obligations outstanding following the issuance of such Refunding Bonds is less than or equal to Maximum Annual Debt Service on all Bonds Outstanding and all Parity Obligations outstanding prior to the issuance of such Refunding Bonds. Such Refunding Bonds may be

27 issued in an aggregate principal amount sufficient (together with any additional funds available or to become available) to provide funds for the payment of all or a portion of the following:
(1) the principal or Redemption Price or purchase price of the Outstanding Bonds or outstanding Parity Obligations to be refunded; (2) all expenses incident to the calling, retiring, or paying of such Outstanding Bonds or outstanding Parity Obligations and the Costs of Issuance of such Refunding Bonds;
(3) any termination payment owed by the City to a Counterparty after offset for any payments made to the City from such Counterparty under any Interest Rate Swap Agreement that was entered into in connection with the Bonds or Parity Obligations to be refunded or in connection with or anticipation of the issuance of the Refunding Bonds; (4) interest on all Outstanding Bonds or outstanding Parity Obligations to be refunded to the date such Bonds or Parity Obligations will be called for redemption or paid at maturity;
(5) interest on the Refunding Bonds from the date thereof to the date of payment or redemption of the Bonds or Parity Obligations to be refunded; and (6) funding a Reserve Fund for the Refunding Bonds, if required. (B) Before such Series of Refunding Bonds shall be issued and delivered pursuant to this Section 3.04, the City shall deliver each of the documents identified below to the Trustee (upon which documents the Trustee may conclusively rely in determining whether the conditions precedent to the issuance of such Series of Refunding Bonds have been satisfied):
(1) A Supplemental Indenture authorizing such Series of Refunding Bonds executed by the City.
(2) A Certificate of the City or, at the City’s option, a certificate or report of a Consultant pursuant to Section 3.04(A).
(3) A Certificate of the City certifying that the requirements of Sections

3.02(A), 3.02(B), if applicable, and 3.02(C) are satisfied. (4) An Opinion of Bond Counsel to the effect that such Series of Refunding Bonds will be valid and binding obligations of the City when duly executed by the City and authenticated and delivered by the Trustee.
(C) The proceeds of the sale of the Refunding Bonds shall be applied by the Trustee according to the written direction of the City to the retirement of the Outstanding Bonds or Parity Obligations for the refunding of which the Refunding Bonds are to be issued. All Bonds or Parity Obligations purchased, redeemed, or retired by use of funds received from the sale of Refunding Bonds, and all Bonds surrendered to the Trustee against th e issuance of Refunding Bonds, shall be forthwith canceled and shall not be reissued.

28 (D) Notwithstanding the other provisions of this Section 3.04, the City may issue any Series of Bonds for the purposes of providing funds for the payment of any item described in Section 3.04(A)(1) through 3.04(A)(6) by satisfying the requirements of Sections 3.02 and 3.03 instead of the requirements of this Section 3.04.

SECTION 3.05. Limitations on the Issuance of Obligations Payable from the Trust Estate; Parity Obligations. So long as any of the Bonds are Outstanding, the City shall not issue or incur any obligations or securities payable in whole or in part from the Trust Estate (including the System Net Revenues) on a basis senior to, or on parity with, the Bonds and Parity Obligations, howsoever denominated, except as follows:
(A) Bonds authorized pursuant to Sections 3.01 and 3.02. (B) Refunding Bonds authorized pursuant to Section 3.04. (C) Parity Obligations, provided that all of the following conditions to the issuance or incurrence of such Parity Obligations are satisfied on or as of the date on which the City issues or incurs such Parity Obligations:
(1) No Event of Default shall have occurred and then be continuing (or the issuance or incurrence of such Parity Obligations will cure any such Event of Default), as evidenced by the delivery to the Trustee of a Certificate of the City to that effect. (2) The City shall deliver to the Trustee a Certificate of the City or, at the City’s option, a certificate or report of a Consultant, which Certificate of the City or certificate or report of the City’s Consultant shall also set forth the computations upon which such Certificate of the City or certificate or report of the City’s Consultant is based, demonstrating one of the following:
(a) Such Parity Obligatio ns are being issued or incurred for purposes of refunding as described in Section 3.04(A), and the Maximum Annual Debt Service on all Bonds Outstanding and all Parity Obligations outstanding following the issuance or incurrence of such Parity Obligations i s less than or equal to Maximum Annual Debt Service on all Bonds Outstanding and all Parity Obligations outstanding prior to the issuance or incurrence of such Parity Obligations.
(b) The requirements set forth in Section 3.02(D) have been satisfied with resp ect to the issuance or incurrence of such Parity Obligations; provided, however that if the Parity Obligation being issued or incurred consists of an Interest Rate Swap Agreement that relates to a Series of Bonds or Parity Obligations (excluding fees and expenses and termination payments on such Interest Rate Swap Agreement), the City shall be deemed to have complied with the requirements of this Section 3.05(C)(2)(b) with respect to such Interest Rate Swap Agreement to the extent that the Series of Bonds or Parity Obligations to which the Interest Rate Swap Agreement relates (i) satisfies the requirements of Section 3.02(D) after taking into account the adjustment of Debt Service on such Series of Bonds or Parity Obligations to reflect the impact of the Int erest Rate

29 Swap Agreement (in the case of Interest Rate Swap Agreements entered into concurrently with, or subsequent to, the issuance of such Bonds or Parity Obligations); or (ii) is expected to satisfy the requirements of Section 3.02(D) after taking into account the adjustment of Debt Service on such Series of Bonds or Parity Obligations to reflect the impact of the Interest Rate Swap Agreement (in the case of Interest Rate Swap Agreements entered into in advance of the issuance of such Bonds or Parity Obligations).
(c) Such Parity Obligations consist of Reimbursement Obligations relating to Bonds or Parity Obligations.

Nothing contained in this Indenture shall limit the ability of the City to issue or incur obligations payable from the Trust Estate or any portion thereof (including the System Net Revenues) on a basis that is subordinate in both payment and lien priority to the Bonds and Parity Obligations.

SECTION 3.06. Calculation of Maximum Annual Debt Service with Respect to Bonds and Parity Obligations. For purposes of this Article III, the Maximum Annual Debt Service with respect to Bonds shall be determined no later than the date of delivery of such Bonds, and no earlier than the date of pricing or sale of such Bonds, utilizing the assumptions set forth in the defin ition of Debt Service. For purposes of this Article III, the Maximum Annual Debt Service with respect to Parity Obligations shall be determined no later than the date of incurrence of such Parity Obligations utilizing the assumptions set forth in the definition of Debt Service.

SECTION 3.07. A
pplication of Proceeds . Proceeds of each Series of Bonds shall be applied as specified in the Supplemental Indenture pursuant to which such Series of Bonds is issued.

SECTION 3.08. D
esignation of Parity Obligations . The City shall designate additional Parity Obligations in the instrument providing for the issuance or incurrence of such Parity Obligations concurrently with the issuance or incurrence of such Parity Obligations.

ARTICLE IV

REDEMPTION, TENDER AND PURCHASE OF BONDS
SECTION 4.01. Terms of Redemption, Tender and Purchase. Each Series of Bonds may be made subject to redemption or tender and purchase prior to the stated maturities, as a whole or in part, at such time or times, upon such terms and conditions, and upon such notice and with such effect as may be provided in the Supplemental Indenture establishing the terms and provisions of such Series of Bonds.

SECTION 4.02. N
otice of Redemption.
(A) Unless otherwise specified in a Supplemental Indenture establishing the terms and provisions of a Series of Bonds, each notice of redemption shall be given by the Trustee to each Holder and the Repository not less than 20 nor more than 60 days prior to the redemption. A

30 copy of such notice shall also be provided to each of the Notice Parties with respect to Series of Bonds to which such notice relates. Notice of redemption to the Holders, the Repository, and the applicable Notice Parties shall be given by first -class mail, electronic means, or such other method as may be authorized with respect to a Series of Bonds in the Suppl emental Indenture creating such Series of Bonds. Each notice of redemption shall state the date of such notice, the date of issue of the Series of Bonds to which such notice relates, the redemption date, the Redemption Price, the place or places of redemption (including the name and appropriate address or addresses of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, in the case of Bonds to be redeemed in part only, the portions of the principal amount thereof to be redeemed. Each such notice shall also state that on the redemption date there will become due and payable on each of the Bonds the Redemption Price thereof (or of the specified portion of the principal amount thereof in the case of a Bond to be redeemed in part only) together with interest accrued thereon to the date fixed for redemption, that from and after such redemption date interest thereon shall cease to accrue, and that such Bonds shall be surrendered on the redemption date at the address or addresses of the Trustee specified in the redemption notice.

Neither the City nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Bond or in any redemption notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the City nor the Trustee shall be liable for any inaccuracy in such CUSIP numbers. (B) The sufficiency or validity of the proceedings for redemption shall not be affected by the Trustee’s failure to give notice to any Notice Party or the Repository; or by the failure of any Holder, any Notice Party, or any Repository to receive notice; or by any defect in any such notice.
(C) With respect to any notice of optional redemption of Bonds delivered pursuant to this Section 4.02 or any provision of any Supplemental Indenture, unless, upon the giving of such notice, such Bonds shall be deemed to have been paid within the meaning of Articl e X, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption of amounts sufficient to pay the principal of, and premium (if any) and interest on, such Bonds to be redeemed and that if such amounts shall not have been so received the notice shall be of no force and effect and the City shall not be required to redeem such Bonds. The City may also instruct the Trustee to provide conditional notice of optional redemption, which may be conditioned on the occurrence of any other event if such notice states that if such event does not occur the notice shall be of no force and effect and the City shall not be required to redeem such Bonds. In the event that such notice of optional redemption contains such a condition and such amounts are not so received or such event does not occur, the optional redemption shall not be made and the Trustee shall within a reasonable time thereafter give notice to the Holders to the effect that such amounts were not so received or such event did not occur and such redemption was not made, such notice to be given by the Trustee in the manner in which the notice of redemption was given. Such failure to optionally redeem such Bonds shall not constitute an Event of Default. (D) Any notice of optional redemption given pursuant to this Section 4.02 may be rescinded by written notice or electronic means given to the Trustee by the City no later than five Business Days prior to the date specified for redempt ion. The Trustee shall give notice of such

31 rescission as soon thereafter as practicable in the same manner, and to the same Persons, as notice of such redemption was given pursuant to this Section 4.02.

SECTION 4.03. Partial Redemption of Bonds. Upon surrender of any Bond redeemed in part only, the City shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the City, a new Bond or Bonds of authorized denominations, and of the same Series and maturity, equal in aggregate p rincipal amount to the unredeemed portion of the Bond surrendered.

SECTION 4.04. E
ffect of Redemption . Notice of redemption having been duly given pursuant to Section 4.02, and moneys for payment of the Redemption Price of, together with interest accrued to the redemp tion date on, the Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Bonds (or portions thereof) so called for redemption shall become due and payable at the Redemption Pric e specified in such notice together with interest accrued thereon to the redemption date, interest on the Bonds (or portions thereof) so called for redemption shall cease to accrue, the Bonds (or portions thereof) shall cease to be entitled to any benefit or security under this Indenture and the Holders of the Bonds (or portions thereof) shall have no rights in respect thereof except to receive payment of the Redemption Price and accrued interest to the date fixed for redemption from funds held by the Trustee for such payment and such funds are hereby pledged to such payment.

All Bonds redeemed pursuant to the provisions of this Article shall be canceled upon surrender thereof.

ARTICLE V

PLEDGE OF TRUST ESTATE; ESTABLISHMENT AND

APPLICATION OF FUNDS AND ACCOUNTS
SECTION 5.01. Electric Utility Fund; Bond Fund; Pledge of Trust Estate. (A) (1) So long as any Bonds are Outstanding or any other amounts payable hereunder remain unpaid, the City covenants and agrees that all System Revenues received by it shall be accounted for when and as received in the Electric Utility Fund , which fund the City covenants and agrees to maintain on the City’s books so long as any Bonds are Outstanding or any other amounts payable hereunder remain unpaid, and all System Revenues shall be appli ed and used only as provided herein and shall be accounted for separate and apart from all other moneys, funds, or other resources of the City. The City may, to the extent provided in Section

6.07(B), allocate System Revenues and other amounts to the Rate Stabilization Fund or allocate amounts accounted for in the Rate Stabilization Fund to the Electric Utility Fund . The City shall apply available System Revenues in the following order of priority: first, to the payment of all Maintenance and Operation Costs (including amounts reasonably required by the City to be set aside in contingency reserves for Maintenance and Operation Costs, the payment of which is not immediately required) and all Energy Payments not included in Maintenance and Operation Costs, i n each case as they become due and payable; second, (a) on or before each date the Trustee is required to make any transfer or deposit pursuant to Section 5.02(A)(1) or 5.02(A)(2)

32 of this Indenture, the City shall transfer to the Trustee such amount as is required for the Trustee to make the transfers and deposits required to be made by the Trustee on such date by Section

5.02(A)(1) and Section 5.02(A)(2) of this Indenture, including all amounts of principal, purchase price, interest, and Redemption Price then due and payable with respect to the Bonds and (b) the City shall transfer to the applicable payee or as otherwise required, the amounts required as payments due in respect of Parity Obligations as such payments become due and payable , provided that in the event more than one transfer described in clauses (a) and (b) is required to made on a given date and there are insufficient System Net Revenues to make all such payments, then such payments shall be made ratably (based on the total amount of such transfers then due) to the extent of available System Net Revenues; and third, solely from then-available System Net Revenues, the City shall transfer to the Trustee , such amount , if any, as is required for the Trustee to make the transfers and deposits set forth in Section 5.02(A)(3) and Section 5.05 of this Indenture and, ratably therewith (based on the total amount of such transfers then to be made) if there are insufficient System Net Revenues to make all such transfers on a given date, any transfers in respect of any debt service reserve fund established for Parity Obligations as set forth in the documents providing for the issuance or incurrence of such Parity Obligations . If (i ) no Event of Default has occurred and is continuing, ( ii) all Maintenance and Operation Costs and Energy Payments are being and have been paid and are then current, and ( iii) all payments and transfer then due and payable or required to be made with respect to the Outstanding Bonds and outstanding Parity Obligations have been paid, then the System Revenues , and the proceeds thereof, will be available for any lawful purpose of the Electric Utility Fund. (2) As security for the payment of all amounts owing on the Bonds and Parity Obligations, the City hereby irrevocably pledges the System Net Revenues, subject to the provision of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in this Indenture. The System Net Revenues shall immediately be subject to this pledge, and this pledge shall constitute a lien and security interest which shall immediately attach to the System Net Revenues and be effective, binding, and enforceable against the City and all others asserting the rights therein, to the extent set forth, and in accordance wit h, this Indenture irrespective of whether those parties have notice of this pledge and without the need for any physical delivery, recordation, filing or further act. All Bonds and Parity Obligations shall be of equal rank with each other without preferen ce, priority, or distinction of any Bonds and Parity Obligations over any other Bonds and Parity Obligations. Any System Net Revenues spent by the City for a lawful purpose pursuant to the last sentence of Section 5.01(A)(1) shall no longer be subject to the lien of this Indenture. (3) As additional security for the payment of all amounts owing on the Bonds, the City hereby irrevocably pledges to the Trustee ; (a) all funds and accounts held by the Trustee hereunder or any Supplemental Indenture (other than the Rebate Fund, all Letter of Credit Funds, and all Purchase Funds) and all investments, money, instruments, and other property credited thereto or on deposit therein; (b ) all investment earnings on amounts held by the Trustee in the funds and accounts established hereunder, excluding amounts deposited in the Rebate Fund, any Letter of Credit Fund, and any Purchase Fund; and ( c) all proceeds of the foregoing whether now existing or hereafter arising (clauses (a) through ( c) of this Section 5.01(A)(3) together with the System Net Revenues, collectively, the “Trust Estate”), subject to the provision of this Indenture

33 permitting the application thereof for the purposes and on the terms and conditions set forth in this Indenture. This collateral shall immediately be subject to this pledge, and this pledge shall constitute a lien and security interest which shall immediately attach to the collateral and be effective, binding, and enforceable against the City and all others asserting the rights therein, to the exten t set forth, and in accordance with, this Indenture irrespective of whether those parties have notice of this pledge and without the need for any physical delivery, recordation, filing or further act. (4) The Trustee shall deposit in a trust fund, designated as the “Bond Fund,” which fund the Trustee shall establish and maintain hereunder , all amounts received by it from the City pursuant to Section 5.01(A)(1), when and as received by the Trustee. (5) The Trustee shall hold all funds and accounts established hereunder and required to be held by the Trustee (other than the Rebate Fund, all Letter of Credit Funds, and all Purchase Funds), and all investments, money, instruments, and other property credited thereto or on deposit therein, in trust for the benefit of the holders of the Bonds.

Such property shall be applied solely as provided in this Indenture. (B) The Bonds are limited obligations of the City and are payable as to both principal or purchase price and interest, and any premium upon redemption thereof, exc lusively from the Trust Estate pledged hereunder and as provided herein.

SECTION 5.02. Allocation of Moneys in the Bond Fund.
(A) So long as any Bonds are Outstanding or any other amounts payable hereunder remain unpaid, the Trustee shall set aside on each date set for th in this Section 5.02, the moneys in the Bond Fund in the following funds (each of which the Trustee shall establish, maintain, and hold in trust for the benefit of the Holders of the Bonds) in the following amounts and in the following order of priority , the requirements of each such fund (including the making up of any deficiencies in any such fund resulting from lack of moneys in the Bond Fund sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any deposit is made to any fund subsequent in priority:
(1) First Priority – Interest Fund. No later than each Interest Payment Date, the Trustee shall set aside in the Interest Fund an amount equal to the aggregate amount of interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date (excluding any interest for which there are moneys deposited in the Interest Fund from the proceeds of any Series of Bonds or other source and reserved as capitalized interest to pay such interest on the Interest Payment Date). No deposit need be made into the Interest Fund with respect to any Bonds if the amount contained therein is at least equal to the interest to become due and payable on the Interest Payment Date, and on each Interest Payment Date any excess am ounts in the Interest Fund not needed to pay interest on such Interest Payment Date shall be transferred to the Bond Fund (excepting any moneys deposited in the Interest Fund from the proceeds of any Series of Bonds or other source and reserved as capitali zed interest to pay interest on any future Interest Payment Dates following such Interest Payment Date).

34 If Liquidity Facility Bonds are outstanding at the time of any required deposits to the Interest Fund, such deposits shall take into account and include the Liquidity Facility Rate on Liquidity Facility Bonds required by the Liquidity Facility then in effect with respect to such Bonds.
(2) Second Priority – Principal Fund; Sinking Accounts . No later than the each Principal Payment Date, the Trustee shall set aside in the Principal Fund an amount equal to (a) the aggregate amount of Bond Obligation becoming due and payable on such Principal Payment Date on the Outstanding Serial Bonds of all Series plus (b) the aggregate of the Mandatory Sinking Account Payments to be paid on such Principal Payment Date into the Sinking Accounts for the Term Bonds of all Series. If, however, the City certifies to the Trustee that any principal payments are expected to be paid from amounts on deposit in a Reserve Fund that would be in excess of the Bond Reserve Requirement applicable to such Reserve Fund upon such payment, no amounts need be set aside towards such principal to be so refunded or paid. All of the aforesaid deposits made in connection with Mandatory Sinking Account Payments shall be made without priority of any payment over any other such payment.

No deposit need be made into the Principal Fund on any date so long as there shall be in such fund (a) moneys sufficient to pay the Bond Obligations of all Serial Bonds issued hereunder and then Outstanding and maturing by their terms on the immediately succeeding Principal Payment Date plus (b) the aggregate of all Mandatory Sinking Account Payments required to be made on such Principal Payment Date. On each Principal P ayment Date or as soon as practicable thereafter, any excess amounts in the Principal Fund not needed to pay Bond Obligation or Mandatory Sinking Account Payments on such Principal Payment Date shall be transferred to the Bond Fund.

If any Liquidity Facility Bonds are outstanding at the time of any required deposits to the Principal Fund, such deposits shall take into account and include any amortizations or redemptions of any Liquidity Facility Bonds required by the Liquidity Facility then in effect with respect to such Bonds. For purposes of the provisions above relating to the Principal Fund, Liquidity Facility Bonds shall be treated as Serial Bonds with maturity dates on the payment dates of any amortization or redemptions.
(3) Third Priority – Reserve Funds. Upon the occurrence of any deficiency in any Reserve Fund, the Trustee shall make such deposit to such Reserve Fund, as is required pursuant to Section 5.05(F), each such deposit to be made as soon as possible in each month, until the balance therein is at least equal to the applicable Bond Reserve Requirement.
(B) If no Event of Default has occurred and is continuing and all payments then due and payable by the City pursuant to this Indenture have been paid, then, except as the City shall otherwise direct in writing or as is otherwise provided in a Supplemental Indenture, amounts remaining in the Bond Fund after all transfers currently required to be made by paragraphs

5.02(A)(1), 5.02(A)(2), and 5.02(A)(3), and the proceeds thereof, shall be transferred to the City on the same Business Day or as soon as practicable thereafter. The City may use and apply such amounts when received by it for any lawful purpose of the Electric Utility Fund , including the

35 redemption of Bonds upon the terms and conditions set forth in the Supplemental Indenture relating to such Bonds and the purchase of Bonds as and when and at such prices as it may determine.

SECTION 5.03. Application of Interest Fund. All amounts in the Interest Fund shall be used and withdrawn by the Trustee solely for the purposes of paying interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity pursuant to this Indenture) or reimbursing the Credit Enhancement Provider for a drawing for such purposes made on a Credit Enhancement that is an irrevocable, direct-pay letter of credit. If amounts on deposit in the Interest Fund shall not be sufficient to pay in full all amounts payable from the Interest Fund, such amounts shall be applied pro rat a (based on the total amount on deposit in the Interest Fund and payments then due).

SECTION 5.04. A
pplication of Principal Fund.
(A) All amounts in the Principal Fund shall be used and withdrawn by the Trustee solely for the purposes of paying the Bond Obligation of the Bonds when due and payable, except that all amounts in the Sinking Accounts shall be used and withdrawn by the Trustee solely to purchase or redeem or pay at maturity Term Bonds, as provided herein, or for reimbursing the Credit Provider for a drawing for such purposes made on a Credit Enhancement that is an irrevocable, direct -pay letter of credit. If amounts on deposit in the Principal Fund shall not be sufficient to pay in full all amounts payable from the Principal Fund, such amounts shall be applied pro rata (based on the total amount on deposit in the Principal Fund and payments then due).
(B) The Trustee shall establish and maintain within the Principal Fund a separate account for the Term Bonds of each Series and maturity, designated as the “_____ Sinking Account,” inserting therein the Series and maturity designation of such Bonds. Not later than the date upon which a Mandatory Sinking Account Payment is due, the Trustee shall transfer the amount of such Mandatory Sinking Account Payment (being the pr incipal thereof, in the case of Current Interest Bonds, and the Accreted Value, in the case of Capital Appreciation Bonds) from the Principal Fund to the applicable Sinking Account. With respect to each Sinking Account, on each Mandatory Sinking Account Payment date established for such Sinking Account, the Trustee shall apply the Mandatory Sinking Account Payment required on that date to the redemption (or payment at maturity, as the case may be) of Term Bonds of such Series and maturity for which such Sinking Account was established, in the manner provided in this Indenture or the Supplemental Indenture pursuant to which such Series of Bonds was created; provided that, at any time prior to giving such notice of such redemption, the Trustee shall, upon receipt of a Request of the City, apply moneys in such Sinking Account to the purchase of Term Bonds of such Series and maturity at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as is directed by the City, except that the purchase price (excluding accrued interest, in the case of Current Interest Bonds) shall not exceed the principal amount or Accreted Value thereof. If, during the 12-month period (or six-month period with respect to Bonds having semi-annual Mandatory Sinking Account Payments) immediately preceding the Mandatory Sinking Account Payment date, the Trustee has purchased Term Bonds of such Series and maturity with moneys in suc h Sinking Account, or, during that period and prior to giving notice

36 of redemption, the City has deposited Term Bonds of such Series and maturity with the Trustee, or Term Bonds of such Series and maturity were at any time purchased or redeemed by the Trustee from the Redemption Fund and allocable to the Mandatory Sinking Account Payment, such Term Bonds so purchased or deposited or redeemed shall be applied, to the extent of the full principal amount thereof, to reduce the Mandatory Sinking Account Payment . All Term Bonds purchased or deposited pursuant to this Section 5.04(B) shall be cancelled by the Trustee and destroyed by the Trustee, and a certificate of destruction shall be delivered to the City by the Trustee. Any amounts remaining in a Sinking Account each year following the redemption of the Term Bonds for which such account was established shall be withdrawn by the Trustee and transferred as soon as practicable to the Bond Fund. All Term Bonds purchased from a Sinking Account or deposited by the City with the Trustee shall be allocated as a credit against such future Mandatory Sinking Account Payments for such Term Bonds as shall be specified in a Request of the City to the Trustee which shall also include a revised schedule of Mandatory Sinking Account Payments for such Term Bonds. All Term Bonds redeemed by the Trustee from the Redemption Fund shall be credited to such future Mandatory Sinking Account Payments for such Term Bonds as shall be specified in a Request of the City to the Trustee which shall also include a revised schedule of Mandatory Sinking Account Payments for such Term Bonds.

SECTION 5.05. Establishment, Funding and Application of Reserve Funds. (A) The Trustee shall establish, maintain, and hold in trust the Bond Reserve Fund for the benefit of the Holders of Participating Bonds. The Bond Reserve Fund shall secure all Participating Bonds, and the City shall specify in the Supplemental Indenture relating to such Series of Bonds whether the Bonds of such Series constitute Participating Bonds. The Bond Reserve Fund shall comply with the requirements set forth in Sections 5.05(C) through 5.05(G). (B) The City may at its sole discretion at the time of issuance of any Series of Bonds or at any time thereafter by Supplemental Indenture provide for the establishment of a Bond Series Reserve Fund as security for one or more Series of Bonds. Any Bond Series Reserve Fund so established by the City shall secure one or more Series of Bonds as the City shall determine and shall specify in the Supplemental Indenture establishing such Bond Series Reserve Fund. Any Bond Series Reserve Fund established by the City shall be held by the Trustee and, except as otherwise provided in the Supplemental Indenture establishing such Bond Series Reserve Fund, shall comply with the requirements set forth in Sections 5.05(C) through 5.05(G). (C) In lieu of making the Bond Reserve Requirement deposit applicable to one or more Series of Bonds in cash or in replacement of moneys then on deposit in a Reserve Fund (which, subject to Section 6.08, shall be transferred by the Trustee to the City), or in substitution of any Reserve Facility that is part of the Bond Reserve Requirement relating to one or more Series of Bonds, the City may, at any time and from time to time, deliver to the Trustee an irrevocable, direct-pay letter of credit issued by a financial institution having a long- term rating at the time of delivery of such letter of credit in one of the two highest Rating Categories from at least one Rating Agency, in an amount, that, together with cash, Investment Securities, or other Reserve Facilities (as described in Section 5.05(D)) then on deposit in a Reserve Fund, will equal the applicable Bond Reserve Requirement. Such letter of credit shall have a term no less than three years or, if less, the final maturity of the Bonds in connection with which such letter of

37 credit was obtained and shall provide by its terms that it may be drawn upon as provided in this Section 5.05. At least one year prior to the stated expiration of such letter of credit, the City shall deliver one of the following to the Trustee: (1) a replacement letter of credit; (2) an extension of the letter of credit for at least one additional year or, if less, the final maturity of the Bonds in connection with which such letter of credit was obtained; or (3) a Reserve Facility satisfying the requirements of Section 5.05(D). Upon delivery of such replacement letter of credit, extension or replacement Reserve Facility, the Trustee shall deliver the then -effective letter of credit to or upon the Order of the City. If the City shall fail to deposit a replacement letter of credit, extension or replacement Reserve Facility with the Trustee, the City shall immediately commence to make monthly deposits with the Trustee so that an amount equal to the applicable Bond Reserve Requirement will be on deposit in the related Reserve Fund no later than the stated expiration date of the letter of credit. If an amount equal to the applicable Bond Reserve Requirement as of the date following the expiration of the letter of credit is not on deposit in a Reserve Fund one week prior to the expiration date of the letter of credit (excluding from such determination the letter of credit), the Trustee shall draw on the letter of credit to fund the deficiency resulting therefrom in such Reserve Fund.
(D) In lieu of making a Bond Reserve Requirement deposit in cash or in replacement of moneys then on deposit in a Reserve Fund (which, subject to Section 6.08, shall be transferred by the Trustee to the City) or in substitution of any Reserve Facility that is part of a Bond Reserve Requirement for any Bonds, the City may, at any time and from time to time, deliver to the Trustee a surety bond or an insurance policy in an amount that, together with mon eys, Investment Securities, or other Reserve Facilities then on deposit in a Reserve Fund, is no less than the applicable Bond Reserve Requirement. Such surety bond or insurance policy shall be issued by an insurance company having a long-term rating at the time of delivery of such surety bond or insurance policy in one of the two highest Rating Categories from at least one Rating Agency. Such surety bond or insurance policy shall have a term of no less than the final maturity of the Bonds in connection with which such surety bond or insurance policy is obtained and shall be non- cancellable. In the event that such surety bond or insurance policy for any reason lapses or expires, the City shall immediately implement clause (1) or (3) in Section

5.05(C) or make the 12 equal monthly deposits to the related Reserve Fund so that such Reserve Fund is replenished to the required level after a year. (E) Subject to Section 5.05(G), all amounts in a Reserve Fund (including all amounts that may be obtained from a Reserve Facility on deposit in such Reserve Fund) shall be used and withdrawn by the Trustee, as follows:
(1) for the purpose of making up any deficiency in the Interest Fund or the Principal Fund relating to the Bonds of the Series to which such Reserve Fund relates; or (2) together with any other moneys available therefor,
(a) for the payment or redemption of all Bonds then Outstanding of the Series to which such Reserve Fund relates; or
(b) for the defeasance or redemption of all or a portion of the Bonds then Outstanding of the Series to which such Reserve Fund relates, provided,

38 however, that if funds on deposit in such Reserve Fund are applied to the defeasance or redemption of a portion of the Series of Bonds to which such Reserve Fund relates, the amount on deposit in such Reserve Fund immediately subsequent to such partial defeasance or redemption shall equal the Bond Reserve Requirement applicable to all Bonds of such Series Outstanding immediately subsequent to such partial defeasance or redemption; or (c) for the payment of the final principal and interest payment of the Bonds of such Series.

Unless otherwise directed in a Supplemental Indenture establishing a Bond Series Reserve Fund, the Trustee shall apply amounts held in cash or Investment Securities in a Reserve Fund prior to applying amounts held in the form of Reserve Facilities in such Reserve Fund. If the Trustee has applied all cash and Investment Securities and more than one Reserve Facility is being held on deposit in a Reserve Fund, then the Trustee shal l, on a pro rata basis with respect to the portion of such Reserve Fund held in the form of Reserve Facilities (calculated by reference to the maximum amount of each such Reserve Facility), draw under each Reserve Facility issued with respect to such Reser ve Fund, in a timely manner, and pursuant to the terms of such Reserve Facility, to the extent necessary in order to obtain sufficient funds on or prior to the date such funds are needed to pay the Bond Obligation of, Mandatory Sinking Account Payments with respect to, and interest on the Bonds of the Series to which such Reserve Fund relates when due. In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Holder pursuant to the United Stat es Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee, pursuant to the terms of, and if so provided by, the terms of the Reserve Facility, if any, enhancing the Bonds of such Series, shall so notify the City thereof and draw on such Reserve Facility to the lesser of the extent required or the maximum amount of such Reserve Facility in order to pay to such Holders the principal and interest so recovered.
(F) The Trustee shall notify the City of any deficiency in a Reserve Fund (1) due to a withdrawal from such Reserve Fund for purposes of making up any deficiency in the Interest Fund or the Principal Fund relating to the Bonds of the Series to which such Reserve Fund relates or (2) resulting from a valuation of Investment Securities held on deposit in a Reserve Fund pursuant to Section 5.08 and shall request that the City replenish such deficiency or repay any and all obligations due and payable under the terms of any R eserve Facility that is part of any Bond Reserve Requirement. Upon receipt of such notification from the Trustee, the City shall transfer to the Trustee, solely from System Net Revenues then available for such purpose as provided in Section 5.01(A)(1) of this Indenture, for deposit in the applicable Reserve Fund, an amount equal to one -twelfth of the aggregate amount of each unreplenished prior withdrawal from such Reserve Fund or decrease resulting from a valuation pursuant to Section 5.08 and shall further transfer to the Trustee, solely from System Net Revenues then available for such purpose as provided in Section 5.01(A)(1) of this Indenture, for transfer by the Trustee to each Reserve Facility Provider providing a Reserve Facility satisfying a portion of the Bond Reserve Requirement relating to the Bonds of the Series to which such Reserve Fund relates, an amount equal to one -twelfth of the aggregate amount of any unreplenished prior withdrawal on such Reserve Facility, such amount to be transferred by the Trustee as promptly as possible after

39 receipt of the System Net Revenues from the City each month, commencing with the month following the City’s receipt of notification from the Trustee of withdrawal or decrease resulting from a valuation, as applica ble, until the balance on deposit in such Reserve Fund is at least equal to the applicable Bond Reserve Requirement.
(G) Unless the City shall otherwise direct in writing, any amounts in a Reserve Fund in excess of the applicable Bond Reserve Requirement shall be transferred by the Trustee to the Bond Fund on May 1 and November 1 of each year (or the next succeeding Business Day if any such day is not a Business Day) for the Series of Bonds to which such Reserve Fund relates; provided that such amounts shall be transferred only from available sources held in such Reserve Fund other than any Reserve Facility. In addition, amounts on deposit in a Reserve Fund shall be transferred by the Trustee to the City (1) upon the defeasance, retirement or refunding of Bonds of the Series to which such Reserve Fund relates provided that such transfer shall not be made unless (a) immediately thereafter all of the Bonds to which such Reserve Fund relates shall be deemed to have been paid pursuant to Article X or (b) the amount remaining in such Reserve Fund after such transfer shall not be less than the applicable Bond Reserve Requirement; or (2) upon the replacement of cash on deposit in a Reserve Fund with one or more Reserve Facilities in accordance with Section 5.05(C) or Section 5.05(D), subject in the case of both clauses (1) and (2) to the requirements of any applicable Tax Certificate.

SECTION 5.06. Application of Redemption Fund. The Trustee shall establish, maintain, and hold in trust a special fund designated as the “Redemption Fund.” All moneys deposited by the City with the Trustee for the purpose of optionally redeeming Bonds of any Series shall, unless otherwise directed by the City, be deposited in the Redemption Fund. All amounts deposited in the Redemption Fund shall be used and withdrawn by the Trustee solely for the purpose of redeeming Bonds of such Series and maturity as shall be specified by the City in a Request to the Trustee, in the manner, at the times, and upon the terms and conditions specified in the Supplemental Indenture pursuant to which the Series of Bonds was created; provided that, at any time prior to giving such notice of redemption, the Trustee shall, upon receipt of a Request of the City, apply such amounts to the purchase of Bonds at public or private sale, as and when and at such prices (including brokerage and other charges but excluding, in the case of Current Interest Bonds, accrued interest, which is payable from the Interest Fund) as is directed by the City, except that the purchase price (exclusi ve of any accrued interest) may not exceed the Redemption Price or Accreted Value then applicable to such Bonds. All Term Bonds purchased or redeemed from the Redemption Fund shall be allocated to Mandatory Sinking Account Payments applicable to such Series and maturity of Term Bonds as shall be specified in a Request of the City to the Trustee which shall also include a revised schedule of Mandatory Sinking Account Payments for such Term Bonds.

SECTION 5.07. R
ebate Fund.
(A) Upon receipt of funds to be applied to the Re bate Requirement, the Trustee shall establish and maintain separately from any other fund established and maintained hereunder, a fund designated as the Rebate Fund. Within the Rebate Fund, the Trustee shall maintain such accounts as shall be necessary in order to comply with the terms and requirements of each Tax Certificate as directed in writing by the City. Subject to the transfer provisions provided in Section 5.07(D), all money at any time deposited in the Rebate Fund shall be held by the Trustee

40 in trust, to the extent required to satisfy the Rebate Requirement, for payment to the United States of America, and neither the Trustee nor any Holder nor any other Person shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Indenture and by the applicable Tax Certificate. The City hereby covenants to comply with the directions contained in each Tax Certificate, and the Trustee hereby covenants to comply with all written instructions of the City delivered to the Trustee pursuant to each Tax Certificate (which instructions shall state the actual amounts to be deposited in or withdrawn from the Rebate Fund and shall not require the Trustee to make any calculations with respect t hereto). The Trustee shall be deemed conclusively to have complied with the provisions of this Section 5.07(A) if it follows such instructions of the City, and the Trustee shall have no liability or responsibility to enforce compliance by the City with the terms of any Tax Certificate or to make computations in connection therewith. (B) Pursuant to each Tax Certificate, an amount shall be deposited in the Rebate Fund by the City so that the balance of the amount on deposit thereto shall be equal to the Rebate Requirement applicable to the Series of Tax -Exempt Bonds to which such Tax Certificate relates. Computations of each Rebate Requirement shall be furnished by or on behalf of the City to the Trustee in accordance with the applicable Tax Certificate. (C) The Trustee shall invest all amounts held in the Rebate Fund, pursuant to written instructions of the City, in Investment Securities, subject to the restrictions set forth in the applicable Tax Certificate. Money shall not be transferred from the Rebate Fund ex cept as provided in Section 5.07(D).
(D) Upon receipt of Rebate Instructions, the Trustee shall remit part or all of the balances in the Rebate Fund to the United States of America, as so directed. In addition, if the Rebate Instructions so direct, the Truste e will deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the Rebate Instructions. Any funds remaining in the Rebate Fund after redemption and payment of all of a Series of Tax - Exempt Bonds and payment and satisfaction of any Rebate Requirement applicable to such Series of Tax -Exempt Bonds shall be withdrawn and remitted to the City in accordance with a Request of the City.
(E) Notwithstanding any other provision of this Indenture, including in part icular Article X, the obligation to remit the Rebate Requirement applicable to each Series of Tax - Exempt Bonds to the United States of America and to comply with all other requirements of this Section and each Tax Certificate shall survive the defeasance o r payment in full of the Tax - Exempt Bonds.
(F) This Section 5.07 shall only apply to Tax-Exempt Bonds.

SECTION 5.08. Investment in Funds and Accounts.
(A) All moneys in any of the funds and accounts held by the Trustee pursuant to this Indenture (including any Project Fund held by the Trustee) shall be invested, as directed by the City in writing at least two (2) Business Days prior to such investment, solely in Investment Securities. As directed by the City in writing, all Investment Securities shall be acquired subject

41 to the limitations set forth in Section 6.08, the limitations as to maturities in this Section 5. 08, and such additional limitations or requirements consistent with the foregoing as may be established by Request of the City to the Trustee. If and to the exte nt the Trustee does not receive investment instructions from the City with respect to the moneys in the funds and accounts held by the Trustee pursuant to this Indenture, such moneys shall remain uninvested until the Trustee receives investment instruction s from the City for such moneys . The Trustee may conclusively rely upon such written direction from the City as to both the suitability and legality of the directed investments.
(B) Moneys in any Reserve Fund shall be invested in Investment Securities maturin g in not more than five years or having a put option or demand option providing funds upon request for the purpose of payment of the Bonds to which such Reserve Fund relates as provided herein. Moneys in the remaining funds and accounts shall be invested in Investment Securities maturing or available on demand not later than the date on which it is estimated that such moneys will be required by the Trustee, all as determined by the City. (C) Unless otherwise provided in a Supplemental Indenture establishing the terms and provisions of a Series of Bonds or a Request of the City delivered to the Trustee, all interest, profits, and other income received from the investment of moneys in— (1) the Interest Fund representing accrued interest or capitalized interest shall be retained in the Interest Fund;
(2) a Reserve Fund shall be retained in such Reserve Fund to the extent of any deficiency therein, and otherwise shall, at the direction of the City, be transferred to the Project Fund or Project Funds established in connecti on with the Series of Bonds to which such Reserve Fund relates, if any, or to the Bond Fund; (3) a Costs of Issuance Fund shall be retained in such Costs of Issuance Fund until such time as such Costs of Issuance Fund is closed, and any earnings received on a Costs of Issuance Fund subsequent to the closure of such Costs of Issuance Fund shall be transferred to the Bond Fund;
(4) a Project Fund shall be retained in such Project Fund, unless the City shall direct that such earnings be transferred to the Rebate Fun d or such other fund as may be specified by the City;
(5) the Rebate Fund shall be retained in the Rebate Fund, except as otherwise provided in Section 5.07;
(6) any Letter of Credit Fund or Purchase Fund shall be retained in such Letter of Credit Fund or Purchase Fund, as applicable; and (7) any other fund or account shall be transferred to the Bond Fund.

Notwithstanding anything to the contrary contained in this Section 5.08 (C), an amount of interest received with respect to any Investment Security equal to the am ount of accrued interest, if any, paid as part of the purchase price of such Investment Security shall be credited to the fund

42 or account from which such accrued interest was paid. (D) All Investment Securities credited to any Reserve Fund shall be valued (at market value) as of May 1 and November 1 of each year (or the next succeeding Business Day if any such day is not a Business Day), such market value to be determined by the Trustee in the manner then currently employed by the Trustee or in any other manner consistent with corporate trust industry standards. Notwithstanding anything to the contrary herein, in making any valuations of investments hereunder, the Trustee may utilize and rely on computerized securities pricing services that may be available to it, including those available through its regular accounting system.
(E) The Trustee shall not commingle any of the funds or accounts established pursuant to this Indenture and all funds or accounts held by the Trustee hereunder shall be accounted for separately as required by this Indenture. The Trustee may act as principal or agent in the making or disposing of any investment. The Trustee may sell, or present for redemption, any Investment Securities so purchased whenever it shall be necessary to provide mo neys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Investment Security is credited. The Trustee shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. (F) The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City will not rece ive such confirmations to the extent permitted by law. The Trustee will furnish the City periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder.

ARTICLE VI

COVENANTS OF THE CITY
SECTION 6.01. Punctual Payments . The City will punctually pay or cause to be paid the principal, purchase price, or Redemption Price of and interest on all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, and shall punctually pay or cause to be paid all Mandatory Sinking Account Payments, but in each case only out of the Trust Estate as provided in this Indenture.

SECTION 6.02. E
xtension of Payment of Bonds . The City will not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any Bonds or claims for interest by the purchase or funding of such Bonds or claims for interest or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principa l of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section 6.02 shall be deemed to limit the right of the City to issue bonds for the purpose of

43 refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of Bonds.

SECTION 6.03. Waiver of Laws. The City will not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension o f law now or at any time hereafter in force that may affect the covenants and agreements contained in this Indenture or in the Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the City to the extent permitted by law.

SECTION 6.04. F
urther Assurances. The City will make, execute, and deliver any and all such 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 Holders of the Bonds of the rights and benefits provided in this Indenture.

SECTION 6.05. A
gainst Encumbrances. The City will not create any pledge, lien, or charge upon the Trust Estate or any portion thereof (including the System Net Revenues ) having priority over or having parity with the lien of this Indenture except as otherwise permitted by this Indenture.

SECTION 6.06. A ccounting Records and Financial Statements. (A) The City will at all times keep, or cause to be kept, proper books of record and account in which complete and accurate entries shall be made of all transactions relating to the System Revenues. Such books of record and account shall be available for inspection by the Trustee at reasonable hours and under reasonable circumstances but the Trustee shall have no duty to inspect such books of record and account.
(B) The City will furnish the Trustee, not later than February 28 following the end each Fiscal Year, the financial statements of the City (which shall include the Electric Utility Fund) for such Fiscal Year or, at the City’s option, special purpose financial statements solely for the Electric Utility Fund , together with the report of an independent certified public accountant stating that the financial statements have been prepared in accordance with generally accepted accounting principles (except for required consolidations in the case of special purpose financial statements) and that such accountant’s examination of the financial statements was performed in accordance with generally accept ed auditing standards. Thereafter, a copy of such financial statements will be furnished to any Holder upon written request to the City, which copy of the financial statements may, at the sole discretion of the City, be provided by means of posting such financial statements on an internet site that provides access to the Holders.

SECTION 6.07. Amount of Rates, Fees and Charges; Rate Stabilization Fund. (A) The City will during each Fiscal Year fix, prescribe and collect rates, fees, and charges for the Electric Service that are reasonably estimated to yield System Net Revenues for such Fiscal Year equal, in each case, to at least (1) 115% of the Debt Service on all Outstanding Bonds and outstanding Parity Obligations for such Fiscal Year and (2) 100% of all obligations of the City payable from System Net Revenues in such Fiscal Year . In fixing and prescribing such rates, fees, and charges, the City may make reasonable assumptions concerning contingencies that may affect System Revenues and the timing and amount of payments on Bonds, Parity

44 Obligations, and any other obligations of the City that may become due and payable from System Revenues in such Fiscal Year. The City may make adjustments from time to time in such rates, fees, and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates, fees and charges then in effect unless the System Net Revenues from such reduced rates, fees, and charges are reasonably estimated to be sufficient to meet the requirements of this Section 6.07(A).
(B) The City may establish and maintain on the City’s books a fund or account to be known as the “Rate Stabilization Fund.” T he City may , from time to time, allocate to the Rate Stabilization Fund , from current System Revenues , such amounts as the Cit y shall determine, and the amount of available current System Revenues shall be reduced by the amount so allocated. The City may, from time to time, also allocate to the Rate Stabilization Fund amounts from any other lawfully available source other than c urrent System Net Revenues and the amount of available current System Net Revenues shall not be reduced by the amounts so allocated. The City may allocate amounts accounted for in the Rate Stabilization Fund to the Electric Utility Fund, and any amounts s o allocated not later than February 28 following the end of a Fiscal Year may be deemed System Revenues for such Fiscal Year. The City may also apply moneys on deposit in the Rate Stabilization Fund for any other lawful purpose of the Electric Utility Fun d. All interest or other earnings upon amounts allocated to the Rate Stabilization Fund may be allocated to the Electric Utility Fund and accounted for as System Revenues in accordance with the terms of this Section 6.07(B) or used for any other lawful purpose of the Electric Utility Fund.

SECTION 6.08. Tax Covenants.
(A) The City covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on th e Tax-Exempt Bonds under Section 103 of the Code. Without limiting generality of the foregoing, the City agrees to comply with the Tax Certificate relating to each Series of Tax -Exempt Bonds. In the event that at any time the City is of the opinion that for purposes of this Section 6.08 it is necessary to restrict or limit the yield on the investment of any moneys held by the Trustee under this Indenture, the City shall so instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions. (B) Without limiting the generality of Section 6.08(A), the City agrees that there shall be paid from time to time all amounts required to be rebated to the United States of America pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the Tax -Exempt Bonds from time to time. The City specifically covenants to pay or cause to be paid to the United States of America the Rebate Requirement with respec t to each Series of Tax -Exempt Bonds at the times and in the amounts determined under and as described in the Tax Certificate executed and delivered in connection with such Series of Tax-Exempt Bonds.
(C) Notwithstanding any provision of this Section 6.08, Section 5.07, or any Tax Certificate, if the City shall receive an Opinion of Bond Counsel to the effect that any action required under this Section 6.08, Section 5.07, or any Tax Certificate is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the

45 interest on the Tax-Exempt Bonds pursuant to Section 103 of the Code, the City and the Trustee may rely conclusively on such opinion in complying with the provisions hereof, and the covenants hereunder shall be deemed to be modified to that extent. (D) Notwithstanding any provisions of this Indenture, including particularly Article X, the covenants and obligations set forth in this Section 6.08 shall survive the defeasance of the Tax-Exempt Bonds or any Series thereof. (E) This Section 6.08 shall only apply to Tax-Exempt Bonds.

SECTION 6.09. Continuing Disclosure. Upon the issuance of any Series of Bonds requiring an undertaking regarding continuing disclosure under Rule 15c2- 12, the City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed and delivered in connection with such Series of Bonds. Notwithstanding any other provision of the Indenture, failure of the City to comply with the provisions of any Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee shall, at the written request of any Participating Underwriter or of the Holders of at least 25% aggregate principal amount of the applicable Series of Bonds then Outstanding (but only to the extent funds in an amount satisfactory to the Trustee have been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense, or additional charges and f ees of the Trustee whatsoever, including reasonable fees and expenses of its attorneys), or any Holder or beneficial owner may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Section 6.09.

SECTION 6.10. M
aintenance and Operation of the Electric System. The City will cause the Electric System to be maintained in good repair, working order, and condition at all times and will continuously operate the Electric System in an efficient and economical manner so that all lawful orders of any governmental agency or authority having jurisdiction in the premises shall be compiled with, but the City shall not be required to comply with any such orders so long as the validity or application thereof shall be contested in good faith or the failure to comply will not have a material adverse effect on the operation or financial condition of the Electric System . The City further covenants and agrees that i t will at all times maintain and comply with all necessary permits and licenses issued by governmental authorities having jurisdiction unless the lawful requirement thereof is being contested in good faith or the failure to comply will not have a material adverse effect on the operation or financial condition of the Electric System.

SECTION 6.11. P
ayment of Taxes and Charges. The City will, from time to time, duly pay and discharge, or cause to be paid and discharged, any taxes, assessments, or other governmental charges lawfully imposed upon the Electric System or upon any part of its operations, or upon the System Revenues, when the same shall become due, as well as any lawful claim for labor, materials, or supplies which, if unpaid, might by law become a lien or charge upon the Electric System or the System Revenues, or which might impair the security of the Bonds. Notwithstanding the foregoing, the City need not pay or discharge any tax, assessment, or other governmental charge, or any claim for labor, material, or supplies, if and so long as the City shall contest the validity or application thereof in good faith.

46 SECTION 6.12. Insurance.
(A) The City shall procure or provide and maintain, at all times while any of the Bonds remain Outstanding, insurance or self -insurance against such risks as are usually insured against by other providers of Electric Service similar to those provided by the City through the Electric System. Such insurance or self -insurance shall be in an adequate amount as to the risk insured against as determined by the City.
(B) Any self -insurance shall be established in accordance with applicable law and shall include reserves or reinsurance in amounts the City determines to be adequate to protect against risks assumed under such self -insurance including any potent ial retained liability in the event of the termination of such self-insurance.

SECTION 6.13. Sale of Electric System . The Electric System shall not be sold or otherwise disposed of as a whole or substantially as a whole.

SECTION 6.14. E minent Domain and Insurance Proceeds. If all or any part of the Electric System shall be taken by eminent domain proceedings, or if the City receives any insurance proceeds (excluding any rental or business interruption insurance) resulting from a casualty loss to the Electric System, the net proceeds of any eminent domain award or insurance proceeds (excluding any rental or business interruption insurance) after paying all expenses (including attorney’s fees) incurred in the collection of such award or proceeds shall, at the option of the City, be a pplied either to (A) in the following order of priority, the prepayment of (1) Outstanding Bonds and outstanding Parity Obligations in accordance with their respective terms and (2) outstanding obligations payable from the Trust Estate or any portion ther eof (including the System Net Revenues) on a basis subordinate to the Outstanding Bonds and outstanding Parity Obligations or (B) to acquire and construct additions, betterments or improvements to the Electric System.

SECTION 6.15. I
nterest Rate Swap Agreements. Except for the obligation of the City to make regularly scheduled net swap payments under any Interest Rate Swap Agreement relating to Bonds or Parity Obligations, the City shall not secure any obligations of the City under any Interest Rate Swap Agreement as P arity Obligations, including any obligations of the City to make termination payments or to post collateral under any Interest Rate Swap Agreement.

SECTION 6.16. G
eneral Fund Loan. The City hereby covenants and agrees that payments due to the City’s General Fund from the Electric Utility Fund under that certain Loan Repayment Agreement and Promissory Note, dated July 1, 2018, as amended, restated, supplemented or otherwise modified from time to time, shall be in all respects junior and subordinate to the Bonds and Parity Obligations.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES
SECTION 7.01. Events of Default . The following events shall be Events of Default:

47 (A) default in the due and punctual payment of the principal or Redemption Price of any Bond when and as the same shall become due and payabl e, whether at maturity as therein expressed, by proceedings for redemption, by declaration, or otherwise, or default in the redemption from any Sinking Account of any Bonds in the amounts and at the times provided therefor;
(B) default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; (C) if the City shall fail to observe or perform any covenant, condition, agreement, or provision in this Indenture on its part to be observe d or performed, other than as referred to in Section 7.01(A) or 7.01(B), for a period of 60 days after written notice, specifying such failure and requesting that it be remedied, has been given to the City by the Trustee or by any Credit Enhancement Provider; except that, if such failure can be remedied but not within such 60- day period and if the City has taken all action reasonably possible to remedy such failure within such 60-day period, such failure shall not become an Event of Default for so long as t he City shall diligently proceed to remedy the same in accordance with and subject to any directions or limitations of time established by the Trustee;
(D) if any payment default shall exist under any agreement governing any Parity Obligations, and such default shall continue beyond the grace period, if any, provided for with respect to such default;
(E) if the City files a voluntary bankruptcy or commences any similar proceeding under any state or federal bankruptcy or insolvency law, or makes an assignment for th e benefit of creditors, or admits in writing to its insolvency or inability to pay debts as they mature, or consents in writing to the appointment of a trustee or receiver for itself; (F) if a court of competent jurisdiction shall enter an order, judgment, or decree declaring the City insolvent, or adjudging it bankrupt, or ordering relief under any applicable bankruptcy or insolvency law, or appointing a trustee or receiver of the City, or approving a bankruptcy petition filed against the City under any applicable law or statute of the United States of America or any state thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of the entry thereof; (G) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the System Revenues, and such custody or control shall not be terminated within 60 days from the date of assumption of such custody or control; or
(H) any Event of Default designated as such in a Supplemental Indenture.

SECTION 7.02. Application of Funds After Default; No Acceleration. (A) If an Event of Default shall occur and be continuing, the Trustee shall apply any funds then held or thereafter received by the Trustee under any of the provisions of this Indenture (excluding the Rebate Fund, any Letter of Credit Fund, and any Purchase Fund, and except as otherwise provided in this Indenture) as follows and in the following order:

48 (1) first, to the payment of any expens es necessary in the opinion of the Trustee to protect the interests of the Holders of the Bonds, including the costs and expenses of the Trustee and the Bondholders in declaring such Event of Default, and payment of reasonable fees and expenses of the Trustee (including reasonable fees and disbursements of its counsel and other agents) incurred in and about the performance of its powers and duties under this Indenture;
(2) second, to the payment of the whole amount of Bond Obligation then due on the Bonds (upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully paid) subject to the provisions of this Indenture (including Section 9.02), with interest on such Bond Obligation, at the rate or rates of interest borne by the respective Bonds, to the persons entitled thereto of all installments of interest then due and the unpaid principal or Redemption Price of any Bonds which shall have become due, whether at maturity, by call for redemption or otherwise, in the order of their due dates, with interest on the overdue Bond Obligation at the rate borne by the respective Bonds, and, if the amount available shall not be sufficient to pay in full all the Bonds due on any date, together with such interest, then to the payment thereof ratably, according to the amounts of principal or Accreted Value (plus accrued interest) due on such date to the persons entitled thereto, without any discrimination or preference; and
(3) third, to the payment of all other obligations payable hereunder. (B) Notwithstanding anything to the contrary contained herein, in no event are the Bonds subject to acceleration if an Event of Default occurs and is continuing except that Liquidity Facility Bonds are subject to acceleration as s et forth in the applicable Liquidity Facility.

SECTION 7.03. Trustee to Represent Bondholders. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Bonds, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney -in-fact of the Holders of the Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Holders under the provisions of the Bonds, this Indenture, and applicable provisions of law. Upon the occurrence and continuance of an Event of Default or other occasion giving rise to a right in the Trustee to represent the Bondholders, the Trustee in its discretion may proceed, and upon the written request of the Holders of not less than a majority in aggregate amount of Bond Obligation of the Bonds then Outstanding, and upon being indemnified to its satisfaction therefor, shall proceed to protect or enforce its rights or the rights of such Holders by such appropriate action, suit, mandamus, or other proceedings as it shall deem most effectual to protect and enforce any such right, at law or in equity, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable right or remedy vested in the Trustee or in such Holders under this Indenture or by law; and upon instituting such proceeding, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Trust Estate, pending such proceedings; provided, however, that, with respect to any Series of Bonds for which a Credit Enhancement has been provided, and unless otherwise provided in t he

49 applicable Supplemental Indenture, the Trustee may only act with the consent of the Credit Enhancement Provider providing such Credit Enhancement. All rights of action under this Indenture or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action, or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of all the Holders of such Bonds, subject to the provisions of this Indenture (including Section 7.05).

SECTION 7.04. Bondholders’ Direction of Proceedings. Notwithstanding anything in this Indenture to the contrary (except provisions relating to the rights of a Credit Enhancement Provider to direct proceedings as set forth in Section 7.10), the Holders of a majority in aggregate amount of Bond Obligation of the Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee and upon furnishing the Trustee with indemnification satisfactory to it, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided (A) that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, (B) that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (C) that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Bondholders not parties to such direction.

SECTION 7.05. L
imitation on Bondholders’ Right to Sue.
(A) No Holder of any Bond shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Indenture and any applicable law with respect to such Bond, unless (1) such Holder shall have given to the Trustee written notice of the occurrence of an Event of Default; (2) the Holders of not less than a majority in aggregate amount of Bond Obligation of the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (3) such Holder or said Holders shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (4) the Trustee shall have refused or omitted to comply with such request for a period of 60 days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee; provided, however, that, to the extent provided in the applicable Supplemental Indenture, the written consent of a Credit Enhancement Provider providing a Credit Enhancement with respect to a Series of Bonds shall be required if the Credit Enhancement with respect to such Series of Bonds is in full force and effect and if the Credit Enhancem ent Provider providing such Credit Enhancement is not then failing to make a payment as required in connection therewith.
(B) 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 Holder of Bonds of any remedy hereunder or under law; it being understood and intended that no one or more Holders of Bonds shall have any right in any manner whatever by his or their action to affect, disturb, or prejudice the security of this Indenture or the rights of any other Holders of Bonds or to enforce any right under this Indenture and any applicable law with respect to the Bonds, except in the

50 manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had, and maintained in the manner herein provided and for the benefit and protection of all Holders of the Outstanding Bonds, subject to the provisions of this Indenture.

SECTION 7.06. Absolute Obligation of the City. Nothing in Section 7.05 or in any other provision of this Indenture or in the Bonds (A) shall affect or impair the obligation of the City, which is absolute and unconditional, to pay (1) the principal, purchase price, or Redemption Price of and interest on the Bonds to the Holders of the Bonds at their dates of maturity, or upon call for redemption, as herein provided or (2) other amounts payable under this Indenture, but only out of the Trust Estate; or (B) affect or impair the right of such Holders, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bonds.

SECTION 7.07. T
ermination of Proceedings. In case any proceedings taken by the Trustee, any Credit Enhancement Provider, or any one or more Bondholders on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, any Credit Enhancement Provider, or the Bondholders, then in every such case the City, the Trustee, each Credit Enhancement Prov ider, and the Bondholders, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers, and duties of the City, the Trustee, each Credit En hancement Provider, and the Bondholders shall continue as though no such proceedings had been taken.

SECTION 7.08. R
emedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee, to any Credit Enhancement Provider, or to the Holders of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

SECTION 7.09. N
o Waiver of Default. No delay or omission of the Trustee, any Credit Enhancement Provider, or any Holder of the Bonds to exercise any right or power arising upon the occurrence of 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 given by this Indenture to the Trustee, to any Credit Enhancement Provider, or to the Holders of the Bonds may be exercised from time to time and as often as may be d eemed expedient. No waiver of any Event of Default hereunder, whether by Trustee or by any Credit Enhancement Provider or by the Bondholders, shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon.

SECTION 7.10. C
redit Enhancement Provider Directs Remedies Upon Event of Default. To the extent provided in the applicable Supplemental Indenture, upon the occurrence and continuance of an Event of Default as defined herein, the Credit Enhancement Provider t hen providing Credit Enhancement for any Series of Bonds shall be entitled to control and direct the enforcement of all rights and remedies granted to the Holders of the Bonds enhanced by such Credit Enhancement, provided that the Credit Enhancement Provider’s consent shall not be required as otherwise provided herein if such Credit Enhancement Provider is in default of any

51 of its payment obligations as set forth in the Credit Enhancement provided by such Credit Enhancement Provider.

ARTICLE VIII

THE TRUSTEE
SECTION 8.01. Appointment, Duties Immunities and Liabilities of Trustee. (A) The Bank of New York Mellon Trust Company, N.A. is hereby appointed as Trustee under this Indenture and hereby accepts the trust imposed upon it as Trustee hereunder and to perform all the functions and duties of the Trustee hereunder, subject to the terms and conditions set forth in this Indenture. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default that has not been cured or waived, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (B) The City may remove the Truste e at any time unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee— (1) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Holders of not less than a majority in aggregate amount of Bond Obligation of the Bonds then Outstanding (or their attorneys duly authorized in writing), or
(2) if at any time the Trustee shall cease to be eligible in accordance with Section 8.01(E), or shall become incapable of acting, or (3) if at any time the Trustee shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation,
in each case by giving written notice of such removal to the Trustee and each Credit Enhancement Provider then providing a Credit Enhancement for any Series of Bonds at least thirty (30) days prior to the proposed effective date of such removal , and thereupon shall appoint a successor Trustee by an instrument in writing ; provided, that, if any such removal of the Trustee is required pursuant to clause (2) or (3) of this subsection (B) the notice of removal may be given at any time and need not be given at least thirty (30) days before the proposed effective date of such removal.
(C) The Trustee may at any time resign by giving written notice of such resignation to the City and each Credit Enhancement Provider then providing cre dit enhancement for any Series of Bonds and by giving the Bondholders notice of such resignation by mail at the addresses shown on the registration books maintained by the Trustee , in each case at least thirty

52 (30) days prior to the proposed effective date of such resignation. Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee by an instrument in writing. (D) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within 45 days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bondholder (on behalf of such Bondholder and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the City, to each Credit Enhancement Provider then enhancing any Series of Bonds, and to its predecessor Trustee a wr itten acceptance thereof, and thereupon such successor Trustee, without any further act, deed, or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties, and obligations of such predecessor Trustee, with li ke effect as if originally named Trustee herein, subject to the following: at the Request of the City or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance an d do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title, and interest of such predecessor Trustee in and to any property held by it under this Indenture. The predecessor Trustee shall promptly pay over, transfer, assign, and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the City shall execute and deli ver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties, and obligations. Upon acceptance of appointmen t by a successor Trustee as provided in this Section 8.01(D), the City shall give notice of the succession of such Trustee to the trusts hereunder by mail to the Bondholders at the addresses shown on the registration books maintained by the Trustee. If th e City fails to mail such notice within 15 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the City.
(E) Any Trustee appointed under the provisions of this Section 8.01 in succession to the Trustee shall be a trust company, national banking association or bank having the powers of a trust company having (or, if such trust company, national banking association or bank is a member of a bank holding company system, the rela ted bank holding company shall have) a combined capital and surplus of at least $100,000,000, and subject to supervision or examination by federal or state authority. If such trust company, national banking association, bank or bank holding company publis hes 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 8.01(E) the combined capital and surplus of such trust company, national banking association, bank or bank holding company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the pro visions of this Section 8.01(E), the Trustee shall resign immediately in the manner and with the effect specified in this Section.

53 SECTION 8.02. Accounting Records and Monthly Statements . The Trustee shall keep proper books of record and accounts containing correct entries of all transactions relating to the receipt, investment, disbursement, allocation, and application of the moneys related to the Bonds by the Trustee, including proceeds of each Series of Bonds and moneys derived from, pledged to, or to be used to make payments on each Series of Bonds. Such records shall specify the account or fund to which each deposit and each investment (or portion thereof) held by the Trustee is allocated . The Trustee shall furnish the City with a monthly statement which shall include a summary of all deposits and all investment transactions related to each Series of Bonds then Outstanding, such statement to be provided to the City no later than the fifth Business Day of the month following the month to which such statement relate s, the first such monthly statement to be provided by the fifth Business Day of the month immediately following the month in which the Series 2022 Bonds are delivered by the Trustee pursuant to the provisions of this Indenture.

SECTION 8.03. M
erger or Consolidation. Any company into which the Trustee may be merged or converted or with which the Trustee may be consolidated; any company resulting from any merger, conversion, or consolidation to which the Trustee shall be a party; and any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding, provided such company is eligible under Section 8.01(E).

SECTION 8.04. L
iability of Trustee.
(A) The recitals of facts herein and in the Bonds contained shall be taken as statements of the City, and the Trustee assumes no responsibility for the correctness of the same (other than the certificate of aut hentication of the Trustee on each Bond) and makes no representations as to the validity or sufficiency of this Indenture, or of the Bonds; as to the sufficiency of the Trust Estate or the priority of the lien of this Indenture thereon; or as to the financial or technical feasibility of any project to be financed with the proceeds of Bonds. The Trustee shall not incur any responsibility in respect of any such matter, other than in connection with the duties or obligations expressly herein or in the Bonds assigned to or imposed upon it.

The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence, willful misconduct or breach of the express terms and conditions hereof. The Trustee and its directors, officers, employees, or agents may in good faith buy, sell, own, hold, and deal in any of the Bonds and may join in any action which any Holder of a Bond may be entitled to take, with like effect as if the Trustee was not the Trustee under this Indenture. The Trustee may in good faith hold any other form of indebtedness of the City; may own, accept, or negotiate any drafts, bills of exchange, acceptances, or obligations of the City; and make disbursements for the City and enter into any commercial or business arrangement therewith, without limitation. (B) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee may execute any of the trusts or powers hereof and perform the

54 duties required of it hereunder by or through attorneys, age nts, or receivers and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder. (C) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee under this Indenture. (D) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order, or direction of any Credit Enhancement Provider or any of the Bondholde rs pursuant to the provisions of this Indenture, including the provisions of Article VII, unless such Credit Enhancement Provider or such Bondholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses, and liabilities which may be incurred therein or thereby; provided, however, that no security or indemnity shall be requested or required for the Trustee to deliver a notice to obtain funds under the Credit Enhancement delivered in connection with any Series of Bonds in order to pay principal of and interest on such Series of Bonds.
(E) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its du ties hereunder or in the exercise of its rights or powers.
(F) The Trustee shall not be deemed to have knowledge of, and shall not be required to take any action with respect to, any Event of Default (other than an Event of Default described in Section 7.01(A) or 7.01(B) or event that would, with the giving of notice, the passage of time, or both, constitute an Event of Default, unless the Trustee shall have actual knowledge of such event or shall have been notified of such event by the City, any Credit Enhance ment Provider then providing a Credit Enhancement for a Series of Bonds, or the Holders of 25% of the Bond Obligation Outstanding. Without limiting the generality of the foregoing, the Trustee shall not be required to ascertain, monitor, or inquire as to the performance or observance by the City of the terms, conditions, covenants, or agreements set forth in Article VI (including the covenants of the City set forth in Section 5.0 7 and 6.08), other than the covenants of the City to make payments with respect to the Bonds when due as set forth in Section 6.01 and to file with the Trustee when due such reports and certifications as the City is required to file with the Trustee hereunder.
(G) No permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right, or remedy. (H) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request , direction, consent, order, requisition, bond, debenture, coupon, or other paper or document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determi ne to make such further inquiry or investigation, it shall be entitled to examine the books, records, and premises of the City, personally or by agent or attorney.

55 (I) The Trustee shall not be responsible for any of the following:
(1) the application or handling by the City of any portion of the Trust Estate or other moneys transferred to or pursuant to any Requisition or Request of the City in accordance with the terms and conditions hereof;
(2) the application and handling by the City of any other fund or account designated to be held by the City hereunder;
(3) any error or omission by the City in making any computation or giving any instruction pursuant to Section 5.07 and Section 6.08 (and the Trustee may rely conclusively on the Rebate Instructions and any computations or instructions furnished to it by the City in connection with the requirements of Section 5.07, Section 6.08 and each Tax Certificate); and
(4) the construction, operation, or maintenance of any portion of any project financed with the proceeds of Bonds by the City.
(J) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article VIII.
(K) 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 Office rs, 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 C ity. The Trustee shall not be liable for any losses, 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 intercept ion and misuse by third parties; (ii) that it is

56 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.
(L) The Trustee shall have no duty to review, verify or analyze any financial statements furnished to it by the City, and shall hold such fi nancial statements solely as a repository for the Holders. The Trustee shall not be deemed to have notice of any information contained therein or any default or Event of Default that may be disclosed therein in any manner. (M) The Trustee shall have no respons ibility 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 Bonds.

SECTION 8.05. Right of Trustee to Rely on Documents and Opinions. (A) The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, note, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, including counsel of or to the City, and may request an opinion of counsel with regard to legal questions, including legal questions relating to proposed modifications or amendments of this Indenture, 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 unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.
(B) 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, including matters relating to proposed modifications or amendments of this Indenture, the Trustee may request a Certificate of the City and such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by such Certificate of the City, which 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 to it may seem reasonable. The Trustee may also rely conclusively on any report, statement, requisition, facsimile transmission, electronic mail, or certification of any certified public accountant, investment banker, financial consultant, or other expert selected by the City or selected by the Trustee with due care in connection with matters required to be proven or ascertained in connection with its administration of the trusts created hereby.

SECTION 8.06. Compensation and Indemnification of Trustee. The City covenants to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers

57 and duties hereunder of the Trustee, and the City will pay or reimburse the Trustee upon its request for all expenses, disbursements, and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement, or advance as may arise from its negligence, default, or willful misconduct. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. The City, to the extent permitted by law, shall indemnify, defend, and hold harmless the Trustee against any loss, damages, liability, or expense incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of the trusts created hereby, including costs and expenses (including attorneys’ fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers hereunder.

The rights of the Trustee and the obligations of the City under this Section 8.06 shall survive the discharge of the Bonds and this Indenture and the resignation or removal of the Trustee.

ARTICLE IX

MODIFICATION OR AMENDMENT OF THIS INDENTURE
SECTION 9.01. Amendments Permitted.
(A) (1) This Indenture and the rights and obligations of the City, the Holders of the Bonds, and the Trustee may be amended from time to time and at any time by a Supplemental Indenture, which the City and the Trustee may enter into when the written consent of the Holders of at least a majority in aggregate amount of Bond Obligation of the Bonds (or, if such Supplemental Indenture is only applicable to a Series of Bonds, such Series of Bonds) then Outstanding shall have been filed with the Trustee; provided that if such amendment will, by its terms, not take effect so long as any Bonds of any particular maturity remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding under this Section.

To the extent provided in the applicable Supplemental Indenture, the Credit Enhancement Provider for a Series of Bonds shall be deemed to be the Holder of such Series for all purposes of this Indenture except the payment of principal of and interest on such Series of the Bonds. The written consent of the Holders of a Series of Bonds may be effected (a) through a consent by the underwriter of such Series of Bonds at the time of the issuance of such Series of Bonds and (b) through a provision of a Supplemental Indenture that deems any Holders purchasing such Series of Bonds to consent for purposes of this Section 9.01(A)(1) by virtue of its purchase of such Series of Bonds.
(2) No such amendment shall (a) extend the maturity of any Bond, or reduce the amount of principal thereof, or extend the time of payment or reduce the amount of any Mandatory Sinking Account Payment provided for the payment of any Bond, or reduce the rate of interest thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Holder of each Bond so affected; or (b) reduce th e aforesaid percentage of Bond

58 Obligation the consent of the Holders of which is required to effect any such amendment or permit the creation of any lien on the Trust Estate prior to or on a parity with the lien created by this Indenture without the consen t of the Holders of all of the Bonds then Outstanding. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof.
(B) This Indenture and the rights and obligations of the City, of the Trustee, and of the Holders of the Bonds may also be amended from time to time and at any time by a Supplemental Indenture, which the City and the Trustee may enter without the consent of any Bondholders, but only to the extent permitted by law and only for any one or more of the following purposes:
(1) to add to the covenants and agreements of the City in this Indenture contained other covenants and agreements thereafter to be observed, to pl edge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the City;
(2) to make such provisions for the purpose of curing any ambiguity, inconsistency, or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the City may deem necessary or desirable, and which shall not materially and adversely affect the interests of the Holders of the Bonds;
(3) to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by that act or si milar federal statute, and which shall not materially and adversely affect the interests of the Holders of the Bonds; (4) to provide for the issuance of an additional Series of Bonds pursuant to the provisions of Article III;
(5) to provide for the issuance or inc urrence, as applicable, of Subsidy Bonds, Capital Appreciation Bonds, or Variable Rate Indebtedness with such interest rate, payment, maturity, and other terms as the City may deem desirable, subject to the provisions of Sections 3.02, 3.03, and 3.05, but only if doing so does not materially and adversely affect the interests of the Holders of the Bonds; (6) to provide for change from one interest rate mode to another in connection with any Series of Bonds;
(7) to accommodate Credit Enhancements, Liquidity Faciliti es, and Reserve Facilities, which shall not materially and adversely affect the interests of the Holders of the Bonds;
(8) to provide for the appointment of a remarketing agent, a tender agent, or a paying agent in connection with any Series of Bonds;

59 (9) to provi de for any additional covenants or agreements necessary to maintain the tax-exempt status of interest on any Series of Tax-Exempt Bonds; (10) to provide for the issuance of Bonds in book- entry form or bearer form or to modify or eliminate the book-entry registration system for any Series of Bonds; (11) to amend this Indenture in any other respect, including amendments that would otherwise be described in Section 9.01(A), if the effective date of such amendments is a date on which all Bonds affected thereby are subjec t to mandatory tender for purchase pursuant to the provisions of this Indenture or if notice of the proposed amendments is given to Holders of the affected Bonds at least 30 days before the proposed effective date of such amendments and, on or before such effective date, such Holders have the right to demand purchase of their Bonds pursuant to the provisions of this Indenture; and
(12) for any other purpose that does not materially and adversely affect the interests of the Holders of the Bonds.
(C) Any Supplemental Indenture entered into pursuant to this Section 9.01 shall be deemed not to materially adversely affect the interest of the Holders, to the extent provided in the Supplemental Indenture providing for the issuance of such Bonds, so long as (1) all affected Bonds are secured by a Credit Enhancement and (2) each Credit Enhancement Provider for such Bonds shall have given its written consent to such Supplemental Indenture. (D) The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by this Section 9.01 which materially adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. (E) If requested by the Trustee in connection with the execution and delivery of a Supplemental Indenture, the City shall deliver to the Trustee an O pinion of Bond Counsel to the effect that such Supplemental Indenture is authorized or permitted by the terms of this Indenture.

SECTION 9.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article IX, this Indenture shall be deemed to be amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the City, the Trustee, and all Holders of Bonds Outstanding shall thereafter be determined, exercised, and enforced hereunder subject in all respects to such amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.03. E
ndorsement of Bonds; Preparation of New Bonds. Bonds
delivered after any Supplemental Indenture becomes effective pursuant to this Article IX may, and if the Trustee so determines shall, bear a notation by endorsement or otherwise in form approved by the City and the Trustee as to any amendment provided for in such Supplemental Indenture, and, in that case, upon demand of the Holder of any Bond Outstanding at the time of such execution and presentation of his Bond for suc h purpose at the Corporate Trust Office or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation shall be made on such Bond. If the Supplemental Indenture shall so provide, new

60 Bonds so modified as to conform, in the opinion of the City and the Trustee, to any amendment contained in such Supplemental Indenture, shall be prepared and executed by the City and authenticated by the Trustee, and upon demand of the Holders of any Bonds then Outstanding shall be exchanged at the Corporate Trust Office, without cost to any Bondholder, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amounts of the same Series, tenor, and maturity.

SECTION 9.04. Amendment of Particular Bonds. The provisions of this Article shall not prevent any Bondholder from accepting any amendment as to the particular Bonds held by such Bondholder, provided that due notation thereof is made on such Bonds.

ARTICLE X

DEFEASANCE
SECTION 10.01. Discharge of Indenture . Bonds of any Series or a portion thereof may be paid by the City in any of the following ways:
(A) by paying or causing to be paid the Bond Obligations of and interest on such Outstanding Bonds, as and when they become due and payable; (B) by depositing with the Trustee, an escrow agent or other fiduciary, in trust, at or before maturity, money or securities in the necessary amount (as provided in Section 10.03) to pay or redeem such Outstanding Bonds; or
(C) by delivering to the Trustee, for cancellation by it, such Outstanding Bonds.

If the City shall pay all Series for which any Bonds are Outstanding and also pay or cause to be paid all other sums payable and to be payable hereunder by the City, then and in that case, at the election of the City (evidenced by a Request of the City, filed with the Trustee, signifying the intention of the City to discharge all such indebtedness and other obligations and this Indenture), and notwithstanding that any Bonds shall not have been surrendered for payment, this Indenture and the pledge of the Trust Estate made under this Indenture and all covenants, agreements, and other obligations of the City under this Indenture shall cease, terminate, become void, and be completely discharged and satisfied. In such event, upon Request of the City, the Trustee shall cause an accounting for such period or periods as may be requested by the City to be prepared and filed with the City and shall execute and deliver to the City all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign, or deliver to the City all moneys or securities or other property held by it pursuant to this Indenture that are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption.

SECTION 10.02. Discharge of Liability on Bonds.
(A) 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 10.03) to pay or redeem any Outstanding Bond (whether upon or prior to its maturity or the redemption date of such Bond), all liability of the City in respect of such Bond shall cease, terminate, and be

61 completely discharged, provided (1) that if such Bond is to be r edeemed prior to maturity, notice of such redemption shall have been given as in Article IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, and (2) that the Holder 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. (B) The City may at any tim e 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.
(C) Notwithstanding anything in this Section 10.02 to the contrary, if the principal of or interest on a Series of Bonds shall be paid by a Credit Enhancement Provider pursuant to the Credit Enhancement issued in connection with such Series of Bonds, the obligations of the City shall not be deemed to be satisfied or considered paid by the City by virtue of such payments, and the right, title, and interest of the City herein and the obligations of the City hereunder shall not be discharged and shall continue to exist and to run to the benefit of such Credit Enhancement Provider, and, to the extent of such payment, such Credit Enhancement Provider shall be subrogated to the rights of the Holders of the Bonds of such Series.

SECTION 10.03. Deposit of Money or Securities. Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust money or securities in the necessary amount to pay or redeem any Bonds, the money or securities so to be deposited or held may include money or securities held by the Trus tee in the funds and accounts established pursuant to this Indenture and shall be either or both of the following, provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of this Indenture or by Request of the City) to apply such money to the payment of such principal or Redemption Price and interest with respect to such Bonds:
(A) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturit y (based on an assumed interest rate equal to the maximum rate payable thereon for periods for which the actual interest rate on such Bonds cannot be determined), except that, in the case of Bonds which are to be redeemed prior to maturity and in respect o f which notice of such redemption shall have been given as in Article IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or Redemption Price of such Bonds and all unpaid interest thereon to the redemption date (based on an assumed interest rate equal to the maximum rate payable thereon for periods for which the actual interest rate on such Bonds cannot be determined); or
(B) Investment Securiti es described in clause (A) of the definition thereof in Section 1.02, the principal of and interest on which when due will, in the opinion of an independent certified public accountant, a firm of independent certified public accountants, or independent consulting firm delivered to the Trustee (as confirmed by a verification report upon which verification report the Trustee may conclusively rely), provide money sufficient to pay the principal or Redemption Price of and all unpaid interest to maturity or to the redemption date, as

62 the case may be, on the Bonds to be paid or redeemed (based on an assumed interest rate equal to the maximum rate payable thereon for periods for which the actual interest rate on such Bonds cannot be determined), as such principal or Redemption Price and interest become due, provided that, in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article IV provided (or provision satisfactory to the Trustee shall have been made for the giving of such notice).

SECTION 10.04. Payment of Bonds After Discharge of Indenture. Any moneys held by the Trustee in trust for the payment of the principal, Redemption Price, or interest on any Bond and remaining unclaimed for one year after such principal, Redemption Price, or interest has become due and payable (whether at maturity or upon call for redemption as provided in this Indenture), if such moneys were so held at such date, or one year after the date of deposit of such principal, Redemption Price or interest on any Bond if such moneys were deposited after the date when such Bond became due and payable, shall, subject to any law regarding unclaimed moneys, be repaid to the City free from the trusts created by this Indenture, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the City as aforesaid, the Trustee may (at the cost of the City) first mail to the Holders of any Bonds remaining unpaid at the addresses shown on the registration books maintained by the Trustee a notice, in such form as may be deemed appropriate by the Trustee, with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the City of the moneys held for the payment thereof. All moneys held by or on behalf of the Trustee for the payment of principal or Accreted Value of or interest or premium on Bonds, whether at redemption or maturity, shall be held in trust for the account of the Holders thereof, and the Trustee shall not be required to pay Holders any interest on, or be liable to the Holders or any other person (other than the City) for interest earned on, moneys so held. Any interest earned thereon shall belong to the City and shall be deposited upon receipt by the Trustee into the Bond Fund.

ARTICLE XI

MISCELLANEOUS
SECTION 11.01. Liability of City Limited to Trust Estate . Notwithstanding anything in this Indenture or in the Bonds, the City shall not be required to advance any moneys derived from any source other than the Trust Estate for any of the purposes mentioned in this Indenture, whether for the payment of the principal, purchase price, or Redemption Price of or interest on the Bonds or for any other purpose of this Indenture.

SECTION 11.02. S
uccessor Is Deemed Included in All References to Predecessor .

Whenever in this Indenture either the City or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

SECTION 11.03. L
imitation of Rights . Nothing in this Indenture or in the Bonds, expressed or implied, is intended or shall be construed to give to any Person other than the City, the Trustee, each Credit Enhancement Provider, each Liquidity Facility Provider, each Reserve

63 Facility Provider, the Holders of the Bonds, and the holders of any Parity Obligations any legal or equitable right, remedy, or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions, and provisions are and shall be held to be for the sole and exclusive benefit of the City, the Trustee, each Credit Enhancement Provider, each Liquidity Facility Provider, each Reserve Facility Provider, the Holders of the Bonds, and the holders of any Parity Obligations. Each Credit Enhancement Provider, Liquidity Provider, Reserve Facility Provider, Holder of the Bonds, and holder of any Parity Obligations is an express third-party beneficiary of this Indenture.

SECTION 11.04. Waiver of Notice. Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice, and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in relia nce upon such waiver.

SECTION 11.05. D
estruction or Delivery of Canceled Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the City of any Bonds, the Trustee may, in its sole discretion, in lieu of such cancella tion and delivery, destroy such Bonds, and deliver a certificate of such destruction to the City.

SECTION 11.06. S
everability of Invalid Provisions. If any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be inva lid, illegal, or unenforceable in any respect, then such provisions or provisions shall be deemed severable from the remaining provisions contained in this Indenture and such invalidity, illegality, or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The City hereby declares that it would have entered into this Indenture and each and every other section, paragraph, sentence, clause, or phrase hereof and authorized the issuance of the Bonds pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable.

SECTION 11.07. N
otice to City and Trustee . Any notice to or demand upon the Trustee may be served or presented, and such demand may be made, at the Corporate Trust Office of the Trustee. Any notice to or demand upon the City shall be deemed to have been sufficiently given or served for all purposes by being deposited, first -class mail postage prepaid, in a post office letter box, addressed to the City at 14343 Civic Drive, P.O. Box 5001, Victorville, California 92393 , Attention: [City Treasurer] (or such ot her address as may have been filed in writing by the City with the Trustee). Any such communication may also be sent by facsimile or electronic mail, receipt of which shall be confirmed.

SECTION 11.08. E
vidence of Rights of Bondholders.
(A) Any request, consent, or other instrument required or permitted by this indenture to be signed and executed by Bondholders may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bondholders in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request,

64 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 11.08.
(B) 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 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 acknowledged to him or her the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer.
(C) The ownership of Bonds shall be proved by the bond registration books held by the Trustee. The Trustee may establish a record date as of which to measure consent of the Holders in order to determine whether the requisite consents are received. (D) Any request, consent, or other instrument or writing of the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond issued in exchange therefor or in lieu thereof, in respect o f anything done or suffered to be done by the Trustee or the City in accordance therewith or reliance thereon.

SECTION 11.09. Disqualified Bonds. In determining whether the Holders of the requisite aggregate Bond Obligation of Bonds have concurred in any demand, request, direction, consent, or waiver under this Indenture, Bonds that are owned or held by or for the account of the City, or by any other obligor on the Bonds, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the City or any other obligor on the Bonds, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 11.09 if the pledgee shall establish to the satisfaction of the Trustee that the pledgee has the right to vote such Bonds and that the pledgee is not a person directly or indirectly controlled by, or under direct or indirect common control with, the City. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the City shall specify in a Certificate to the Trustee those B onds disqualified pursuant to this Section 11.09, and the Trustee may conclusively rely on such certificate.

SECTION 11.10. M
oney Held for Particular Bonds. The money held by the Trustee for the payment of the interest, principal, Redemption Price, or purchase price due on any date with respect to particular Bonds (or portions of Bonds in the case of registered Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Holders of the Bon ds entitled thereto, subject, however, to the provisions of Section 10.04.

SECTION 11.11. F
unds and Accounts. Any fund required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds shall at all times be maintained in accordance with customary standards of the

65 corporate trust industry and with due regard for the protection of the security of the Bonds and the rights of every holder thereof.

SECTION 11.12. Limitations on Rights of Credit Enhancement Providers, Liquidity Facility Providers, Reserve Facility Providers . A Supplemental Indenture establishing the terms and provisions of a Series of Bonds may provide that any Credit Enhancement Provider, Liquidity Facility Provider, or Reserve Facility Provider may exercise any right under this Indenture given to the Holders of the Bonds to which such Credit Enhancement, Liquidity Facility, or Reserve Facility relates. Notwithstanding any other provision of this Indenture, all provisions under this Indenture authorizing the exercise of rights by a Credit Enhancement Provider, a Liquidity Facility Provider, or a Reserve Facility Provider with respect to consents, approvals, directions, waivers, appointments, requests, or other actions shall be deemed not to require or permit such consents, approvals, directions, waivers, appointments, requests, or other actions and shall be read as if the Credit Enhancement Provider, Liquidity Facility Provider, or Reserve Facility Provider were not mentioned therein (A) during any period during which there is a default by such Credit E nhancement Provider, Liquidity Facility Provider, or Reserve Facility Provider under the applicable Credit Enhancement, Liquidity Facility, or Reserve Facility or (B) after the applicable Credit Enhancement, Liquidity Facility, or Reserve Facility shall at any time for any reason cease to be valid and binding on the provider thereof, or shall be declared to be null and void by final non- appealable judgment of a court of competent jurisdiction, or after the Credit Enhancement, Liquidity Facility, or Reserve Facility has been rescinded, repudiated by the provider thereof, or terminated, or after a receiver, conservator, or liquidator has been appointed for the provider thereof. All provisions relating to the rights of a Credit Enhancement Provider, Liquidity Facility Provider, or Reserve Facility Provider shall be of no further force and effect if all amounts owing to such Credit Enhancement Provider, Liquidity Facility Provider, or Reserve Facility Provider shall have been paid pursuant to the terms of the ap plicable Credit Enhancement, Liquidity Facility, or Reserve Facility and such Credit Enhancement, Liquidity Facility, or Reserve Facility shall no longer be in effect.

SECTION 11.13. A
rticle and Section Headings and References. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction, or effect of this Indenture.

Unless otherwise indicated, all references herein to “Articles, “Sections,” and other subdivisions are to the corresponding Articles, Sections, or subdivisions of this Indenture; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, or subdivision hereof; and words of the masculine gender shall mean and include words of the feminine and neuter genders.

SECTION 11.14. Waiver of Personal Liability. No member of the City Council of the City or officer, agent, or employee of the City or the Trustee shall be individually or personally liable for the payment of the principal or Redemption Price of or interest on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof; but nothing herein contained shall relieve any such member of the City Council of the City or officer, agent, or employee of the City or the Trustee from the performance of any official duty provided by law or by this Indenture.

66 SECTION 11.15. Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State of California.

SECTION 11.16. B usiness Days. Except as specifically set forth in this Indenture or a Supplemental Indenture, transfers which would otherwise become due on any day which is not a Business Day shall become due or shall be made on the next succeeding Business Day with the same effect as if made on such prior date.

SECTION 11.17. E
ffective Date of Indenture . This Indenture shall take effect upon its execution and delivery.

SECTION 11.18. E xecution in Counterparts . This Indenture 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.

SECTION 11.19. E
lectronic Signatures . Each of the parties hereto agrees that the transaction consistin g of this agreement may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this agreement using an electronic or digital signature, it is signing, adopting, and accepting this agre ement and that signing this agreement using an electronic or digital signature is the legal equivalent of having placed its handwritten signature on this agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this agreement in a usable format.

67 IN WITNESS WHEREOF, the parties hereto have executed this Indenture by their officers thereunto duly authorized as of the day and year first written above.

CITY OF VICTORVILLE

By:
[City Treasurer]

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee

By:

Authorized Officer

TABLE OF CONTENTS

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ARTICLE I
EQUALITY OF SECURITY; DEFINITIONS; CONTENT OF CERTIFICATES

Section 1.01. Equality of Security ......................................................................................... 2 Section 1.02. Definitions........................................................................................................ 2 Section 1.03. Content of Certificates ................................................................................... 18

ARTICLE II

THE BONDS

Section 2.01. Authorization of Bonds .................................................................................. 19 Section 2.02. Terms of the Bonds ........................................................................................ 19 Section 2.03. Form of Bonds ............................................................................................... 19 Section 2.04. Execution of Bonds ........................................................................................ 19 Section 2.05. Transfer of Bonds .......................................................................................... 20 Section 2.06. Exchange of Bonds ........................................................................................ 20 Section 2.07. Bond Register ................................................................................................. 21 Section 2.08. Temporary Bonds ........................................................................................... 21 Section 2.09. Bonds Mutilated; Lost; Destroyed or Stolen ................................................. 21 Section 2.10. Use of Securities Depository ......................................................................... 22

ARTICLE III

ISSUANCE OF BONDS

Section 3.01. Issuance of Bonds .......................................................................................... 23 Section 3.02. Issuance of Additional Bonds ........................................................................ 23 Section 3.03. Proceedings for Issuance of Additional Bonds .............................................. 26 Section 3.04. Issuance of Refunding Bonds ........................................................................ 26 Section 3.05. Limitations on the Issuance of Obligations Payable from the Trust Estate; Parity Obligations .............................................................................. 28 Section 3.06. Calculation of Maximum Annual Debt Service with Respect to Bonds and Parity Obligations.................................................................................... 29 Section 3.07. Application of Proceeds ................................................................................. 29 Section 3.08. Designation of Parity Obligations .................................................................. 29

ARTICLE IV

REDEMPTION, TENDER AND PURCHASE OF BONDS

Section 4.01. Terms of Redemption, Tender and Purchase ................................................. 29 Section 4.02. Notice of Redemption .................................................................................... 29 Section 4.03. Partial Redemption of Bonds ......................................................................... 31 Section 4.04. Effect of Redemption ..................................................................................... 31

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ARTICLE V
PLEDGE OF TRUST ESTATE; ESTABLISHMENT AND APPLICATION OF FUNDS AND

ACCOUNTS

Section 5.01. Electric Utility Fund; Bond Fund; Pledge of Trust Estate ............................. 31 Section 5.02. Allocation of Moneys in the Bond Fund........................................................ 33 Section 5.03. Application of Interest Fund .......................................................................... 35 Section 5.04. Application of Principal Fund ........................................................................ 35 Section 5.05. Establishment, Funding and Application of Reserve Funds .......................... 36 Section 5.06. Application of Redemption Fund ................................................................... 39 Section 5.07. Rebate Fund ................................................................................................... 39 Section 5.08. Investment in Funds and Accounts ................................................................ 40

ARTICLE VI

COVENANTS OF THE CITY

Section 6.01. Punctual Payments ......................................................................................... 42 Section 6.02. Extension of Payment of Bonds ..................................................................... 42 Section 6.03. Waiver of Laws .............................................................................................. 43 Section 6.04. Further Assurances......................................................................................... 43 Section 6.05. Against Encumbrances ................................................................................... 43 Section 6.06. Accounting Records and Financial Statements .............................................. 43 Section 6.07. Amount of Rates, Fees and Charges; Rate Stabilization Fund ...................... 43 Section 6.08. Tax Covenants ............................................................................................... 44 Section 6.09. Continuing Disclosure ................................................................................... 45 Section 6.10. Maintenance and Operation of the Electric System ....................................... 45 Section 6.11. Payment of Taxes and Charges ...................................................................... 45 Section 6.12. Insurance ........................................................................................................ 46 Section 6.13. Sale of Electric System .................................................................................. 46 Section 6.14. Eminent Domain and Insurance Proceeds ..................................................... 46 Section 6.15. Interest Rate Swap Agreements ..................................................................... 46 Section 6.16. General Fund Loan ........................................................................................ 46

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.01. Events of Default ........................................................................................... 46 Section 7.02. Application of Funds After Default; No Acceleration ................................... 47 Section 7.03. Trustee to Represent Bondholders ................................................................. 48 Section 7.04. Bondholders’ Direction of Proceedings ......................................................... 49 Section 7.05. Limitation on Bondholders’ Right to Sue ...................................................... 49 Section 7.06. Absolute Obligation of the City ..................................................................... 50 Section 7.07. Termination of Proceedings ........................................................................... 50

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Section 7.08. Remedies Not Exclusive ................................................................................ 50 Section 7.09. No Waiver of Default ..................................................................................... 50 Section 7.10. Credit Enhancement Provider Directs Remedies Upon Event of Default............................................................................................................ 50

ARTICLE VIII

THE TRUSTEE

Section 8.01. Appointment, Duties Immunities and Liabilities of Trustee ......................... 51 Section 8.02. Accounting Records and Monthly Statements ............................................... 53 Section 8.03. Merger or Consolidation ................................................................................ 53 Section 8.04. Liability of Trustee. ....................................................................................... 53 Section 8.05. Right of Trustee to Rely on Documents and Opinions .................................. 56 Section 8.06. Compensation and Indemnification of Trustee .............................................. 56

ARTICLE IX

MODIFICATION OR AMENDMENT OF THIS INDENTURE

Section 9.01. Amendments Permitted .................................................................................. 57 Section 9.02. Effect of Supplemental Indenture .................................................................. 59 Section 9.03. Endorsement of Bonds; Preparation of New Bonds ...................................... 59 Section 9.04. Amendment of Particular Bonds .................................................................... 60

ARTICLE X

DEFEASANCE

Section 10.01. Discharge of Indenture ................................................................................... 60 Section 10.02. Discharge of Liability on Bonds .................................................................... 60 Section 10.03. Deposit of Money or Securities ..................................................................... 61 Section 10.04. Payment of Bonds After Discharge of Indenture ........................................... 62

ARTICLE XI

MISCELLANEOUS

Section 11.01. Liability of City Limited to Trust Estate ........................................................ 62 Section 11.02. Successor Is Deemed Included in All References to Predecessor ................. 62 Section 11.03. Limitation of Rights ....................................................................................... 62 Section 11.04. Waiver of Notice ............................................................................................ 63 Section 11.05. Destruction or Delivery of Canceled Bonds .................................................. 63 Section 11.06. Severability of Invalid Provisions .................................................................. 63 Section 11.07. Notice to City and Trustee ............................................................................. 63 Section 11.08. Evidence of Rights of Bondholders ............................................................... 63 Section 11.09. Disqualified Bonds......................................................................................... 64 Section 11.10. Money Held for Particular Bonds .................................................................. 64

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Section 11.11. Funds and Accounts ....................................................................................... 64 Section 11.12. Limitations on Rights of Credit Enhancement Providers, Liquidity Facility Providers, Reserve Facility Providers............................................... 65 Section 11.13. Article and Section Headings and References ............................................... 65 Section 11.14. Waiver of Personal Liability .......................................................................... 65 Section 11.15. Governing Law .............................................................................................. 66 Section 11.16. Business Days ................................................................................................ 66 Section 11.17. Effective Date of Indenture ............................................................................ 66 Section 11.18. Execution in Counterparts .............................................................................. 66 Section 11.19. Electronic Signatures ..................................................................................... 66

ATTACHMENT D
Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE
between

CITY OF VICTORVILLE
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
_____________________
Dated as of May 1, 2022
_____________________

Relating To
$[SERIES A PRINCIPAL AMOUNT]

CITY OF VICTORVILLE
ELECTRIC REVENUE BONDS, SERIES 2022A
AND
$[SERIES B PRINCIPAL AMOUNT]

CITY OF VICTORVILLE
ELECTRIC REVENUE BONDS, SERIES 2022B
(FEDERALLY TAXABLE)
(Supplementing the Indenture
Dated as of May 1, 2022)

FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTA L INDENTURE , dated as of May 1, 2022 (this “First Supplemental Indenture”), between the CITY OF VICTORVILLE , a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. , a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the “Trustee”); WITNESSETH:

WHEREAS, this First Supplemental Indenture is supplemental to the Indenture, dated as of May 1, 2022 (as supplemented and amended from time to time pursuant to its terms, the “Indenture”), between the City and the Trustee;
WHEREAS, the Indenture provides that the City may issue Bonds (as defined in the Indenture) from time to time as authorized by a Supplemental Indenture (as defined in the Indenture);
WHEREAS, in accordance with Section 3.01 of the Indenture, the City has determined to issue the City of Victorville Electric Revenue Bonds, Series 2022A (the “Series 2022A Bonds”), in the aggregate principal amount of $ [SERIES A PRINCIPAL AMOUNT] and the City of Victorville Electric Revenue Bonds, Series 2022 B (Federally Taxable) (the “Series 2022B Bonds” and, collectively with the Se ries 2022A Bonds, the “ Series 2022 Bonds”) in the aggregate principal amount of $[SERIES B PRINCIPAL AMOUNT], to (1) finance the costs of certain improvements to , or necessary or convenient in connection with the use or operation of, its Electric System (as defined in the Indenture) (the “ Series 2022 Project”) and (2) refund the outstanding principal amount of the Victorville Joint Powers Financing Authority Variable Rate Lease Revenue Bonds, 2007 Series A (Cogeneration Facility Project) (the “Refunded Bonds”), which were issued to finance and refinance certain improvements to the City’s Electric System; WHEREAS, the execution and delivery of this First Supplemental Indenture has in all respects been duly and validly authorized by a resolution duly passed and approved by the City Council of the City; and
WHEREAS, all acts, conditions, and things required by law to exist, to have happened and to have been performed necessary to make the Series 2022 Bonds, when duly executed by the City and authenticated and de livered by the Trustee, valid and binding limited obligations of the City payable in accordance with their terms, and to constitute this First Supplemental Indenture a valid and binding agreement of the parties hereto for the uses and purposes herein set forth in accordance with its conditions and terms, do exist, have happened, and have been performed in the time, form and manner required by law, and the execution and entering into of this First Supplemental Indenture and the execution and delivery of the Series 2022 Bonds, subject to the terms hereof, have been in all respects duly authorized;

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that in order to secure the payment of the interest on and principal of and redemption premiums, if any, on the Series 2022 Bonds executed, authenticated, and delivered hereunder according to 2 their tenor, and to secure the performance and observance of all the agreements, conditions, covenants, and terms set forth therein and herein, and to declare the cond itions and terms upon and subject to which the Series 2022 Bonds will be executed, authenticated, and delivered, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Series 2022 Bonds by the Holders thereof from time to time, and for other valuable considerations, the receipt whereof is hereby acknowledged, the City does hereby agree and covenant with the Trustee, for the benefit of the Holders from time to time of the Series 2022 Bonds, as follows:

ARTICLE XII

DEFINITIONS
SECTION 12.01. Definitions. All terms which are defined in Section 1.02 of the Indenture shall (except as otherwise provided herein) have the same definitions in this First Supplemental Indenture that are given to such terms in Section 1.02 of the Indenture.

ARTICLE XIII

FINDINGS AND DETERMINATIONS
SECTION 13.01. Findings and Determinations . The City hereby finds and determines that the Series 2022 Bonds shall be issued pursuant to Section 3.01 and upon the issuance of the Series 2022 Bonds, any and all acts, conditi ons, and things required to exist, to happen and to be performed, precedent to and in the issuance thereof, will exist, will have happened, and will have been performed, in due time, form, and manner, as required by the Constitution and statutes of the State.

SECTION 13.02. Recital in Bonds. There shall be included in each of the definitive Series 2022 Bonds, and also in each of the temporary Series 2022 Bonds, if any are issued, a certification and recital 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 that Series 2022 Bond, and in the issuing of that Series 2022 Bond, exist, have happened, and have been performed in due time, form and manner, as require d by the Constitution and statutes of the State, and that the Series 2022 Bond, together with all other indebtedness of the City payable out of the Trust Estate, is within every debt and other limit prescribed by the Constitution and statutes of the State, and that such certification and recital shall be in such form as is set forth in the form of the Series 2022 Bond attached hereto as Exhibit A.

SECTION 13.03. Effect of Findings and Recital . From and after the issuance of the Series 2022 Bonds, the findings and determ inations herein shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of the Series 2022 Bonds is at issue.

SECTION 13.04. Designation of Series 2022 Bonds as Participating Bonds . The Series 2022 Bonds are Participating Bonds under the Indenture and are secured by the Bond Reserve Fund established under the Indenture.
3 ARTICLE XIV

AUTHORIZATION OF SERIES 2022 BONDS
SECTION 14.01. Authorization and Terms of Series 2022 Bonds. (A) The Series 2022A Bonds in t he aggregate principal amount of $[ SERIES A PRINCIPAL AMOUNT] and the Series 2022 B Bonds in the aggregate principal amount of $[SERIES B PRINCIPAL AMOUNT] are hereby authorized to be issued pursuant to the Indenture for the purpose of financing the Series 2022 Project and refunding the Refunded Bonds.
(B) A first Series of Bonds to be issued under the Indenture is hereby created and shall be designated as the “City of Victorville Electric Revenue Bonds, Series 2022 A.” The Series 2022 A Bonds shall be Current Interest Bonds in the aggregate principal amount of $[SERIES A PRINCIPAL AMOUNT] . A second Series of Bonds to be issued under the Indenture is hereby created and shall be designated as the “City of Victorville Electric Revenue Bonds, Series 2022B (Federally Taxable).” The Series 2022 B Bonds shall be Current Interest Bonds in the aggregate principal amount of $[SERIES B PRINCIPAL AMOUNT]. (C) The Series 2022 Bonds shall be issued as fully registered bonds in the denominations of $5,000 or integral multiples ther eof. The Series 2022 Bonds shall be initially registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company, and shall be evidenced by one Series 2022 Bond for each maturity of each Series of the Series 2022 Bonds bearing interest at a particular interest rate as set forth below in this Section 14.01 in a denomination corresponding to the total principal amount of the Series 2022 Bonds of such Series maturing on such date and bearing interest at such interest rate. Each Series 2022 Bond shall be assigned a distinctive number or letter or letter and number, and a record of the same shall be maintained by the Trustee. Registered ownership of the Series 2022 Bonds, or any portion thereof, may thereafter be transferred as set forth in Section 2.10 of the Indenture. (D) Interest on the Series 2022 Bonds shall be computed on the basis of a 360- day year composed of twelve 30-day months.
(E) The principal of and premium, if any, on the Series 2022 Bonds shall be payable when due upon presentation and surrender thereof at the Corporate Trust Office of the Trustee in lawful money of the United States of America.
(F) The Series 2022A Bonds shall be dated as of their date of issuance, shall bear interest from that date at the following rates per annum, and sha ll mature on May 1 in the following years in the following amounts:

Maturity Date
(May 1)
Principal
Amount
Interest
Rate
$ %

4 (G) The Series 2022B Bonds shall be dated as of their date of issuance, shall bear interest from that da te at the following rates per annum, and shall mature on May 1 in the following years in the following amounts:

Maturity Date
(May 1)
Principal
Amount
Interest
Rate
$ %

(H) Interest on the Series 2022 Bonds shall be payable on No vember 1, 2022, and semiannually thereafter on May 1 and November 1 of each year by check mailed by first -class mail on each interest payment date to the Holder thereof as of the close of business on the 15 th day of the calendar month immediately preceding such interest payment date (whether or not such day is a Business Day) (the “Record Date”); provided, however, that Holders of at least $1,000,000 in aggregate principal amount of Series 2022 Bonds may, at any time prior to a Record Date, give the Trustee written instructions for payment of such interest on each succeeding interest payment date by wire transfer.
(I) The Bond Reserve Requirement for the Participating Bonds following issuance of the Series 2022 Bonds is $_________, calculated as set forth in the Order of the City delivered in connection with the issuance of the Series 2022 Bonds.

SECTION 14.02. Redemption of the Series 2022 Bonds.
(A) Optional Redemption of Series 2022A Bonds. The Series 2022A Bonds maturing on and after May 1 , 20 [__], are subject to redemption pr ior to their stated maturities, at the option of the City , such option to be exercised by a Request of the City given to the Trustee at least thirty (30) days prior to the redemption date (or such shorter time as may be acceptable to the Trustee), from any source of available funds, on any date on or after May 1 , 20[__], as a whole, or in part by such maturity or maturities as may be specified by Request of the City (and by lot within a maturity), at a Redemption Price equal to the principal amount thereof to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. (B) Optional Redemption of Series 2022B Bonds . T he Series 2022B Bonds are subject to redemption prior to their stated maturities, at the option of the City, such option to be exercised by a Request of the City given to the Trustee at least thirty (30) days prior to the redemption date (or such shorter time as may be acceptable to the Trustee), from any source of 5 available funds, on any date, as a whole, or in part by such maturity or maturities as may be specified by Request of the City, at a Redemption Price equal to the greater of:
(1) 100% of the principal amount of the Series 2022B Bonds to be redeemed; or
(2) the sum of the present value of the remaining scheduled paym ents of principal and interest [(taking into account any Mandatory Sinking Account Payments for such Series 2022B Bonds to be redeemed) ] to the stated maturity date or maturity dates of such Series 2022B Bonds to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date on which such Series 2022B Bonds are to be redeemed, discounted to the date on which such Series 2022B Bonds are to be redeemed on a semi-annual basis, assuming a 360- day year consisting of twelve 30-day months, at the Treasury Rate (as defined below) plus [__] basis points for the Series 2022B Bonds maturing in the years 20 [__] through and including 20[__], [__] basis points for the Series 2022B Bonds maturing in the years 20 [__] and 20[__], and [ __] basis points for the Series 2022B Bonds maturing in the year 20[__];
plus, in each case, accrued interest on such Series 2022B Bonds to be redeemed to but not including the redemption date.

For the purpose of any optional redemption pursuant to this Se ction 14.02(B), “Treasury Rate” means with respect to any redemption date for a particular Series 2022B Bond, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the m ost recent Federal Reserve Statistical Release H.15 (519) that has become publicly available on a date selected by the City that is at least two Business Days, but no more than 60 calendar days, prior to the redemption date (excluding inflation indexed sec urities) or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the redemption date to the maturity date of the Series 2022B Bond to be redeemed; provided, however, that if the period from the redemption date to such maturity date is less than one year, the weekly average of the daily yields for 1- year Treasury bills (secondary market) published in such statistical release will be used.

The Trustee shall not be respo nsible for calculating the Redemption Price of the Series 2022B Bonds. At the option of the City , the Redemption Price of the Series 2022B Bonds to be redeemed pursuant to this Section 14.02(B) may be determined by an independent accounting firm, investme nt banking firm, financial advisor, municipal advisor or other financial consultant retained by the City . The Trustee and the City may conclusively rely on the determination of such Redemption Price by such independent accounting firm, investment banking firm, financial advisor, municipal advisor or other financial consultant and shall not be liable for such reliance. (C) Mandatory Sinking Fund Redemption. The Series 2022A Bonds maturing on May 1, 20[__] and May 1, 20[__] are subject to mandatory redemption f rom Mandatory Sinking Account Payments for such Series 2022A Bonds, on each date a Mandatory Sinking Account Payment for such Series 2022A Bonds is due, and in the principal amount equal to the 6 Mandatory Sinking Account Payment due on such date at a Redemption Price equal to the principal amount thereof to be redeemed , plus accrued interest thereon to the redemption date, without premium.

Mandatory Sinking Account Payments for the Series 2022A Bonds maturing on May 1 , 20[__] shall be due in such amounts and on such dates as follows (except that if any of such Series 2022 A Bonds shall have been optionally redeemed pursuant to Section 14.02(A), the amounts of the remaining Mandatory Sinking Account Payments for such Series 2022 A Bonds shall be revised as directed in writing by the City):

Series 2022A Bonds Maturing May 1, 20[__]

Mandatory Sinking
Account Payment Date
(May 1)
Mandatory
Sinking Account
Payment
$

†

† Final Maturity
Mandatory Sinking Account Payments for the Series 2022A Bonds maturing on May 1 , 20[__] shall be due in such amounts and on such dates as follows (except that if any of such Series 2022 A Bonds shall have been optionally redeemed pursuant to Section 14.02(A), the amounts of the remaining Mandatory Sinking Account Pay ments for such Series 2022 A Bonds shall be revised as directed in writing by the City):

Series 2022A Bonds Maturing May 1, 20[__]

Mandatory Sinking
Account Payment Date
(May 1)
Mandatory
Sinking Account
Payment
$

†

† Final Maturity
7 (D) Selection of Bonds for Redemption. The City shall designate which Series and maturities of the Series 2022 Bonds are to be called for optional redemption pursuant to Section s

14.02(A) and 14.02(B). If less than all Series 2022 A Bonds maturing by their terms o n any one date are to be redeemed at any one time, the Trustee shall select the Series 2022A Bonds of such maturity date to be redeemed by lot and shall promptly notify the City in writing of the numbers of the Series 2022A Bonds so selected for redemption. For purposes of such selection, Series 2022A Bonds shall be deemed to be composed of multiples of minimum authorized denominations and any such multiple may be separately redeemed.

Notwithstanding anything to the contrary in the Indenture, i f less than all Series 2022B Bonds maturing by their terms on any one date are to be redeemed at any one time, then:
(1) If the Series 2022B Bonds are registered in book- entry only form and so long as The Depository Trust Company (“DTC”) is the sole registered owner of such Series 2022B Bonds, the particular Series 2022B Bonds of such m aturity date to be redeemed shall be selected on a “ pro-rata pass-through distribution of principal ” basis in accordance with DTC procedures; provided that such selection is made in accord ance with the operational arrangements of DTC then in effect. The underwriters of the Series 2022B Bonds have advised the City that the Series 2022B Bonds will be made eligible for partial redemption to be treated by DTC in accordance with its rules and p rocedures, as a “ pro rata pass- through distribution of principal.” The Trustee is hereby directed to send notice to DTC in accordance with such rules and procedures to effect a pro rata reduction of principal of the applicable Series 2022B Bonds to accomplish redemptions of such Series 2022B Bonds through a pass -through distribution of principal. DTC will be responsible for distributing the principal and accrued interest among its direct participants, as applicable, pro rata in accordance with its rules and procedures for a pro rata pass-through distribution of principal based upon the beneficial interests in the Series 2022B Bonds being redeemed that DTC records list as owned by each DTC direct participant as of the record date for such payment. Any fail ure of the Trustee to make such selection or of DTC or its participants or any other intermediary, to make such selection or proportional allocation, for whatever reason, will not affect the sufficiency or the validity of the redemption of the Series 2022B Bonds. (2) If the DTC operational arrangements do not allow for redemption on a pro-rata pass-through distribution of principal basis, the particular Series 2022B Bonds of such maturity date to be redeemed will be selected for redemption in accordance with DTC’s then existing rules and procedures and may be by lot. (3) If the Series 2022B Bonds are not then registered in book-entry only form, the particular Series 2022B Bonds of such maturity date to be redeemed shall be selected by the Trustee pro -rata among the Holders of the Series 2022B Bonds of such m aturity date and the Trustee shall promptly notify the City in writing of the numbers of the Series 2022B Bonds so selected for redemption. For purposes of such selection, Series 2022B Bonds shall be deemed to b e composed of multiples of minimum authorized denominations and any such multiple may be separately redeemed. 8 (E) Notice of Redemption. Notice of redemption of the Series 2022 Bonds shall be provided in accordance with, and subject to, the provisions of Section 4.02 of the Indenture.

SECTION 14.03. Form of Series 2022 Bonds. The Series 2022 Bonds and the certificate of authentication to be executed thereon shall be in substantially the form set forth as Exhibit A to this First Supplemental Indenture.

SECTION 14.04. Issuance of Series 2 022 Bonds. At any time after the execution and delivery of this First Supplemental Indenture, the City may execute and the Trustee shall authenticate and deliver the Series 2022 Bonds upon the Order of the City.

SECTION 14.05. Application of Proceeds of Series 2022 Bonds. The net proceeds of the sale of the Series 2022 Bonds of $________ (composed of $[PRINCIPAL AMOUNT].00 aggregate principal amount, [ plus/less] original issue [premium/discount] of $_______, less an underwriters’ discount of $ _________) shall be depos ited with the Trustee and shall be held in trust and set aside or transferred by the Trustee as follows:
(A) The Trustee shall transfer the sum of $______ to The Bank of New York Mellon Trust Company, N.A., as escrow agent for the Refunded Bonds, for the purpose of refunding the Refunded Bonds.
(B) The Trustee shall deposit the sum of $________ in the Series 2022 Project Fund, a segregated fund established pursuant to Section 14.06. (C) The Trustee shall deposit the sum of $ ________ in the Bond Reserve Fund which sum i s equal to the Bond Reserve Requirement for the Bond Reserve Fund on the date of issuance of the Series 2022 Bonds.
(D) The Trustee shall deposit the remainder of said proceeds, $ ______, in the Series 2022 Costs of Issuance Fund, a segregated fund established pursuant to Section 14.07.

The Trustee may establish a temporary fund or account in its records to facilitate and record such deposits and transfer.

SECTION 14.06. Establishment and Application of Series 2022 Project Fund. (A) The Trustee shall establish, maintain, and ho ld in trust a separate fund designated as the “Series 2022 Project Fund.” The moneys deposited in the Series 2022 Project Fund from the proceeds of the Series 2022 Bonds shall be used and withdrawn as directed by the City to pay the costs of the Series 20 22 Project. All interest, profits, and other income received from the investment of moneys held in the Series 2022 Project Fund shall be deposited in the Series 2022 Project Fund unless the City instructs the Trustee to deposit such investment earnings or a portion thereof in the Bond Fund or the Rebate Fund.
(B) Before any payment from the Series 2022 Project Fund shall be made by the Trustee, the City shall file or cause to be filed with the Trustee a Requisition of the City, such Requisition of the City to be in substantially such form as is set forth in Exhibit B hereto stating (1) the item number of such payment; (2) the name and address of the person to whom each such 9 payment is due, which may be the City in the case of reimbursement for costs theretofore paid by the City; (3) the amounts to be paid; (4) the purpose by general classification for which each obligation to be paid was incurred; (5) that obligations in the stated amounts have been incurred by the City and are now due and payable and that each item thereof is a proper charge against the Series 2022 Project Fund and has not been previously paid from the Series 2022 Project Fund; and (6) that there has not been filed with or served upon the City notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the amounts payable to any of the persons named in such requisition, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialme n’s or mechanics’ liens accruing by mere operation of law. Each such Requisition of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts.
(C) The Trustee and the City shall retain a record of the R equisitions from the Series 2022 Project Fund.
(D) When the City determines that the Series 2022 Project has been completed, any remaining moneys in the Series 2022 Project Fund shall be transferred as directed in writing by the City for deposit in the Bond Fund or the Rebate Fund and the Series 2022 Project Fund shall be closed.

SECTION 14.07. Establishment and Application of Series 2022 Costs of Issuance Fund.
(A) The Trustee shall establish, maintain, and hold in trust a separate fund designated as the “Series 2022 Costs of Issuance Fund.” The moneys deposited in the Series 2022 Costs of Issuance Fund from the proceeds of the Series 2022 Bonds shall be used and withdrawn as directed by the City to pay the Costs of Issuance of the Serie s 2022 Bonds. All interest, profits, and other income received from the investment of moneys held in the Series 2022 Costs of Issuance Fund shall be deposited in the Series 2022 Costs of Issuance Fund unless the City instructs the Trustee to deposit such investment earnings or a portion thereof in the Series 2022 Project Fund, the Bond Fund, or the Rebate Fund, as applicable. (B) Before any payment from the Series 2022 Costs of Issuance Fund shall be made by the Trustee, the City shall file or cause to be filed with the Trustee a Requisition of the City, such Requisition of the City to be in substantially such form as is set forth in Exhibit C hereto.

Upon issuance of each such Requisition, the Trustee shall pay the amount set forth in such Requisition as directed by the terms thereof out of the Series 2022 Costs of Issuance Fund. Each such Requisition of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts . The Trustee and the City shall retain a record of the Requisitions from the Series 2022 Costs of Issuance Fund. (C) Any amounts remaining in the Series 2022 Costs of Issuance Fund 180 days after the date of issuance of the Series 2022 Bonds (or such earlier dat e specified to the Trustee in a Request of the City) shall be transferred as directed by the City for deposit in the Series 2022 Project Fund, the Bond Fund, or the Rebate Fund, as applicable, and the Series 2022 Costs of Issuance Fund shall be closed.
10 SECTION 14.08. Continuing Disclosure. The City covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed by the City and dated the date of issuance of the Series 2022 Bonds (the “Continuing Disclosure Certificate”). Notwithstanding any other provision of the Indenture, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee shall, at the written request of any Participating Underwriter or of the Holders of at least 25% aggregate principal amount of the Series 2022 Bonds then Outstanding (but only to the extent funds in an amount satisfactory to the Trustee have been provided to it or it has been otherwise indemnified t o its satisfaction from any cost, liability, expense or additional charges and fees of the Trustee whatsoever, including reasonable fees and expenses of its attorneys), or any Holder or Beneficial Owner may, take such actions as may be necessary and approp riate to cause the City to comply with its obligations under this Section 14.08, including seeking mandate or specific performance by court order.

ARTICLE XV

MISCELLANEOUS PROVISIONS
SECTION 15.01. Appropriations Relating to Certain Bond Reserve Fund Withdrawals. For so long as any Series 2022 Bonds remain Outstanding, the City and the Trustee agree as follows:
(A) Promptly upon any withdrawal from the Bond Reserve Fund for the purpose of making up any deficiency in the Interest Fund or the Principal Fund, the Trustee shall notify t he City in writing or by electronic means of the amount of such withdrawal and request that the City deposit a like amount in the Bond Reserve Fund.
(B) If the City does not deposit the amount set out in a request of the Trustee pursuant to subsection (A) in t he Bond Reserve Fund from available System Net Revenues or other available funds of the Electric Utility Fund within 30 days of such request from the Trustee, an Authorized Representative of the City shall request that the City Council budget and appropria te such amount from any available funds of the City within 150 days of such request from the Trustee.
(C) Any amount so budgeted and appropriated by the City Council pursuant to a request of an Authorized Representative of the City made pursuant to subsection (B) shall be transferred to Trustee promptly after appropriation for deposit in the Bond Reserve Fund and the Trustee shall deposit any such amount in the Bond Reserve Fund promptly upon receipt. (D) Notwithstanding the foregoing or anything else in the Indent ure to the contrary, the failure of City Council to budget and appropriate any amount requested by an Authorized Representative of the City pursuant to subsection (B) for any reason shall not constitute a default or Event of Default under the Indenture and none of the Trustee, the Holders or any other Person shall have any recourse against the City in the event the City Council does not budget and appropriate any such amount for any reason.
11 SECTION 15.02. Terms of Series 2022 Bonds Subject to the Indenture. Except as in this First Supplemental Indenture expressly provided, every term and condition contained in the Indenture shall apply to this First Supplemental Indenture and to the Series 2022 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 First Supplemental Indenture.

This First Supplemental Indenture and all the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby.

SECTION 15.03. Effective Date of First Supplemental Indenture . This First Supplemental Indenture shall take effect upon its execution and delivery.

SECTION 15.04. Execution in Counterparts. This First Supplemental Indenture 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.

SECTION 15.05. Electronic Signatures . Each of the parties hereto agrees that the transaction consisting of this agreement may be co nducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this agreement using an electronic or digital signature, it is signing, adopting, and accepting this agreement and that signing this a greement using an electronic or digital signature is the legal equivalent of having placed its handwritten signature on this agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this agreement in a usable format. 12 IN WITNESS WHEREOF, the parties hereto have executed this First Supplemental Indenture by their officers thereunto duly authorized as of the day and year first written above.

CITY OF VICTORVILLE

By:
[City Treasurer]

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee

By:

Authorized Officer

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EXHIBIT A

[FORM OF SERIES 2022 BOND]

No. R-__ $____________

CITY OF VICTORVILLE

ELECTRIC REVENUE BOND,
SERIES 2022[A/B][(FEDERALLY TAXABLE)]

Maturity Date
Interest Rate
Per Annum
Dated
Date

CUSIP

May 1, 20__ _____% May [__], 2022

REGISTERED OWNER: Cede & Co.

PRINCIPAL AMOUNT:

CITY OF VICTORVILLE , a municipal corporation and chartered city duly organized and existing under and by virtue of the Const itution and laws of the State of California (the “City”), for value received, hereby promises to pay to the Registered Owner named above or registered assigns, on the Maturity Date specified above, the Principal Amount specified above, together with interest thereon from the Dated Date specified above until the principal hereof shall have been paid, at the Interest Rate Per Annum specified above, payable on November 1, 2022, and semiannually thereafter on May 1 and November 1 in each year. Interest hereon is payable in lawful money of the United States of America 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 calendar month immediately preceding such interest payme nt date (whether or not such day is a business day) (the “Record Date”); provided, however, that owners of at least $1,000,000 aggregate principal amount of the Series 2022 Bonds (as defined herein) may, at any time prior to a Record Date, give the Trustee (as defined herein) written instructions for payment of such interest on each succeeding interest payment date by wire transfer. The principal hereof is payable when due upon presentation hereof at the Corporate Trust Office (as such term is defined in t he Indenture, dated as of May 1, 2022 (as supplemented and amended from time to time pursuant to its terms, the “Indenture”), between the City and the Trustee) of The Bank of New York Mellon Trust Company, N.A., as trustee (together with any successor as t rustee under the Indenture, the “Trustee”), in lawful money of the United States of America. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

This Bond is one of a duly authorized issue of City of Victorville Electric Revenue Bonds (the “Bonds”) of the series and designation indicated above and is a Current Interest Bond. The Bonds are not limited in aggregate principal amount, except as otherwise provided in the Indenture, and ma y consist of one or more Series of varying denominations, dates, maturities, interest rates, and other provisions, as in the Indenture provided, all issued or to be issued A-2
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pursuant to the provisions of Chapter 3.66 of the City’s Municipal Code and the Inde nture. This Bond is issued pursuant to the Indenture, as supplemented by a First Supplemental Indenture thereto, dated as of May 1, 2022, between the City and the Trustee, authorizing the issuance of the City of Victorville Electric Revenue Bonds, Series 2 022A and Series 2022 B (Federally Taxable) (collectively, the “Series 2022 Bonds”). Certain additional Bonds may be issued and other obligations may be secured by the Trust Estate (as defined in the Indenture) or any portion thereof on a parity basis with t his Bond, subject to the provision of the Indenture permitting the application of the Trust Estate for the purposes and on the terms and conditions set forth in the Indenture.

Reference is hereby made to the Indenture for a description of the terms on whic h the Bonds (including the Series 2022 Bonds) are issued and to be issued, the provisions with regard to the nature and extent of the security for the Bonds (including the Series 2022 Bonds), the rights of the registered owners of the Bonds (including the Series 2022 Bonds) and the rights and obligations of the City thereunder; and all the terms of the Indenture are hereby incorporated herein and constitute a contract between the City and the registered owners from time to time of this Bond, and to all the provisions thereof the registered owner of this Bond, by such owners’ acceptance hereof, consents and agrees.

The Bonds (including the Series 2022 Bonds) and the interest thereon are payable from, and are secured by a charge and lien on the Trust Estate, subject to the provision of the Indenture permitting the application of the Trust Estate for the purposes and on the terms and conditions set forth in the Indenture.

The Bonds (including the Series 2022 Bonds) are limited obligations of the City and are secured by a pledge of and payable solely, both as to principal and interest and as to any premiums upon the redemption thereof, from the Trust Estate, and the City is not obligated to pay the Bonds (including the Series 2022 Bonds) except from the Trust Estate. 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 (including the Series 2022 Bonds) or their interest. The Bonds (including the Series 2022 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 Trust Estate as provided in the Indenture.

The Series 2022 Bonds are subject to redemption as provided in the Indenture.

This Bond is transferable or exchangeable for other authorized denominations by the registered owner hereof, in person or by its attorney duly authorized in writing, at the Corporate Trust Office of the Trustee, but only (1) in the manner provided in the Indenture, (2) subject to the limitations and upon payment of the charges provided in the Indenture, and (3) upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds without coupons, of authorized denomination or denominations, of the same Series, tenor, maturity, and interest rate for the same aggregate principal amount will be issued to the transferee in exchange herefor.

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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 holders and registered owners of the Bonds (including the Series 2022 Bonds) may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture, which provide, in certain circumstances, for modifications and amendments without the consent of or notice to the registered owners of Bonds (including the Series 2022 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 payable out of the Trust Estate, 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.

This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been manually signed by the Trustee.

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IN WITNESS WHEREOF, CITY OF VICTORVILLE has caused this Bond to be executed in its name and on its behalf by the facsimile signature of an Authorized Representative and caused this Bond to be dated as of the Dated Date set forth above.

CITY OF VICTORVILLE

By:
[City Treasurer]
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[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds described in the within- mentioned Indenture and authenticated on the date set forth below.

Dated: .

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee

By:

Authorized Officer
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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 off ice of the Trustee, with full power of substitution in the premises.

Dated:

NOTE: The signature to this Assignment must
correspond with the name on the face of the
within Bond in every particular, without
alteration or enlargement or any change
whatsoever.

Signature Guaranteed by:

NOTE: Signature must be guaranteed by an
eligible guarantor institution.

[DTC LEGEND]
[Unless this Bond is presented by an authorized representative of The Depository Trust Company to the City or its agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]

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EXHIBIT B

FORM OF SERIES 2022 PROJECT FUND REQUISITION
Requisition No. ________
Series 2022 Project Fund
The undersigned, hereby certifies as follows:

1. I am [Name], [Title], of the CITY OF VICTORVILLE , a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”).

2. Pursuant to the provisions of the Indenture, dated as of May 1, 2022 (as supplemented and amended from time to time pursuant to its terms, the “Indenture”), between the City and The Bank of New York Mellon T rust Company, N.A., as trustee (the “Trustee”), I am delivering this Requisition on behalf of the City. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

3. The undersigned hereby requests that the Trustee pay from the Series 2022 Project Fund created pursuant to Section 14.06 of the Indenture the amounts specified in Schedule I hereto to the persons identified in Schedule I.

4. The undersigned, acting on behalf of the City, hereby certifies that (a) obligations in the amounts set forth in Schedule I attached hereto have been incurred by the City and are now due and payable; (b) each item is a proper charge against the Series 2022 Project Fund and has not been previously paid from the Series 2022 Project Fund; and (c) there has not been filed with or served upon the City notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the amounts payable to any of the persons named in t he attached Schedule, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law.

Dated: .

CITY OF VICTORVILLE

By:
[Title]
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SCHEDULE I TO REQUISITION NO. _____
Name and Address
of Party to be Paid
Payment
Amount
Nature of
Expenditure
Payment
Instructions

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EXHIBIT C

FORM OF SERIES 2022 COSTS OF ISSUANCE FUND REQUISITION
Requisition No. _____
Series 2022 Costs of Issuance Fund
The undersigned, hereby certifies as follows:

1. I am [Name], [Title], an Authorized Representative of the CITY OF VICTORVILLE, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”).

2. Pursuant to the provisions of the Indenture, dated as of May 1, 2022 (as supplemented and amended from time to time pursuant to its terms, the “Indenture”), between the City and The Ban k of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), I am delivering this Requisition on behalf of the City. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

3. The undersigned hereby requests that the Trustee pay from the Series 2022 Costs of Issuance Fund created pursuant to Section 14.07 of the Indenture the amounts specified in Schedule I hereto to the persons identified in Schedule I.

4. The undersigned, acting on behalf of the City, hereby certifies that (a) obligations in the amounts set forth in Schedule I attached hereto have been incurred by the City and are now due and payable; (b) each item is a proper charge against the Series 2022 Costs of Issuance Fund; and (c) each item has not been previously paid from the Series 2022 Costs of Issuance Fund.

Dated: .

CITY OF VICTORVILLE

By:

Authorized Representative
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SCHEDULE I TO REQUISITION NO. _____
Name and Address
of Party to be Paid
Payment
Amount
Nature of
Expenditure
Payment
Instructions

TABLE OF CONTENTS

Page

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ARTICLE XII

DEFINITIONS

Section 12.01. Definitions........................................................................................................ 2

ARTICLE XIII

FINDINGS AND DETERMINATIONS

Section 13.01. Findings and Determinations ........................................................................... 2 Section 13.02. Recital in Bonds ............................................................................................... 2 Section 13.03. Effect of Findings and Recital ......................................................................... 2 Section 13.04. Designation of Series 2022 Bonds as Participating Bonds .............................. 2

ARTICLE XIV
AUTHORIZATION OF SERIES 2022 BONDS

Section 14.01. Authorization and Terms of Series 2022 Bonds .............................................. 3 Section 14.02. Redemption of the Series 2022 Bonds. ............................................................ 4 Section 14.03. Form of Series 2022 Bonds.............................................................................. 8 Section 14.04. Issuance of Series 2022 Bonds ........................................................................ 8 Section 14.05. Application of Proceeds of Series 2022 Bonds ................................................ 8 Section 14.06. Establishment and Application of Series 2022 Project Fund........................... 8 Section 14.07. Establishment and Application of Series 2022 Costs of Issuance Fund .......... 9 Section 14.08. Continuing Disclosure ................................................................................... 10

ARTICLE XV

MISCELLANEOUS PROVISIONS

Section 15.01. Appropriations Relating to Certain Bond Reserve Fund Withdrawals .......... 10 Section 15.02. Terms of Series 2022 Bonds Subject to the Indenture ................................... 11 Section 15.03. Effective Date of First Supplemental Indenture ............................................ 11 Section 15.04. Execution in Counterparts .............................................................................. 11 Section 15.05. Electronic Signatures ..................................................................................... 11

EXHIBIT A FORM OF SERIES 2022 BOND ................................................................ A-1 EXHIBIT B FORM OF SERIES 2022 PROJECT FUND REQUISITION ..................... B-1

TABLE OF CONTENTS
(continued)
Page

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EXHIBIT C FORM OF SERIES 2022 COSTS OF ISSUANCE FUND
REQUISITION ............................................................................................ C-1

ATTACHMENT E
Bond Purchase Agreement

BOND PURCHASE AGREEMENT

_____________, 2022
City of Victorville
14343 Civic Drive
Victorville, California 92392
Ladies and Gentlemen:

The undersigned, Goldman Sachs & Co. LLC (the “Underwriter”), hereby offers to enter into thi s Bond Purchase Agreement (the “ Bond Purchase Agreement ”) with the City of Victorville (the “Issuer”) for the purchase and sale of the Bonds (as hereinafter defined) . This offer is made subject to acceptance hereof by the Issuer prior to 11:59 p. m., California time, on the date hereof, and, upon such acceptance, evidenced by the signature of a duly authorized officer of the Issuer in the space provided below, this Bond Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Issuer and the Underwriter. If this offer is not so accepted and approved, it is subject to withdrawal by the Underwriter, upon written notice delivered to the Issuer, at any time prior to such acceptance and approval. Capitalized terms not defined herein shall have the meanings ascribed to them in the Indenture (as hereinafter defined).

The Bonds are being issued pursuant to the Enterprise Revenue Bond Law, Chapter 3.66 of the City’s Municipal Code (the “Bond Law ”), a resolution duly adopted by the Issuer on April 19, 2022 (the “Resolution”), and an Indenture and a First Supplemental Indenture, each dated as of May 1, 2022 (together, the “Indenture”), by and between the Issuer and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), substantially in the forms previously submitted to the Underwriter, with only such changes therein as shall be mutually agreed upon by the Issuer and Underwriter. The proceeds of the Bonds will be used to (i) finance the costs of certain improvements to, or necessary or convenient in connection with the use or operation of the Electric System of the Issuer , and (ii) refund the outstanding principal amount of the Victorville Joint Powers Financing Authority Variable Rate Lease Revenue Bonds, 2007 Series A (Cogeneration Facility Project) (the “Refunded Bonds”).

1. Purchase Price. Upon the terms and conditions and upon the basis of the representations and warranties herein set forth, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell to th e Underwriter all (but not less than all) of the Issuer’s $[____________] Electric Revenue Bonds, Series 2022A (the “Series 2022A Bonds”) at $_____________

CITY OF VICTORVILLE
ELECTRIC REVENUE BONDS, SERIES 2022A

$_____________

CITY OF VICTORVILLE
ELECTRIC REVENUE BONDS, SERIES 2022B
(FEDERALLY TAXABLE)
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an aggregate purchase price of $[____________], representing the aggregate principal amount of $[____________], [plus/less] [net] original issue [premium/discount] of $ [____________], less an underwriter’s discount of $ [____________], and $[____________] Electric Revenue Bonds, Series 2022B (Federally Taxable) (the “Series 2022B Bonds” and, together with the Series 2022A Bonds, the “Bonds”) at an aggregate purchase price of $[____________], representing the aggregate principal amount of $[____________], [plus/less] [net] original issue [premium/discount] of $[____________], less an underwriter ’s discount of $[____________] .

The Bonds shall be dated the Closing Date (as hereinafter defined), shall mature on the dates, be subject to prior redemption, bear interest (from the Closing Date) at the rates set forth in the Official Statement and as described in Schedule I hereto, and shall be payable at the times and in the manner, and shall otherwise have the terms and provisions, set forth in the Official Statement.

2. Delivery of and Payment for the Bonds. (a) At or about 8:00 a.m., California time, on [____________], 2022, (the “Closing Date”), or at such other time or date as shall have been mutually agreed upon by the Issuer and the Underwriter, the Issuer will deliver or cause to be delivered to the Underwriter the Bonds, in definitive form, duly executed and authenticated by the Trustee, together with the other documents hereinafter mentioned; and, subject to the conditions contained herein, the Underwriter will accept such delivery and pay the purchase price, as set forth in Section 1, by wire transfer, payable to the order of the Trustee. (b) The Issuer and the Underwriter agree that there shall be a preliminary closing held at the offices of Orrick, Herrington & Sutcliffe LLP (“Bond Counsel ”) in Sacramento, California, commencing at least 24 hours prior to the Closing Date, or at such other time or place as the Issuer and the Underwriter shall agree.
(c) Delivery of the definitive Bonds as aforesaid shall be made at the offices of The Depository Trust Company ( “DTC”) in New York, New York, or at such other location as may be designated by the Underwriter at least two busin ess days prior to the Closing Date. Payment for the Bonds shall be m ade as set forth in this section and delivery of the other documents shall be made at the offices of Bond Counsel. Such payment and the related delivery is herein called the “Closing.” The Bonds will be delivered as fully- registered bonds, bearing proper CUSIP numbers, and registered in the name of Cede & Co., as nominee of DTC, which will act as securities depository for the Bonds , to DTC in New York, New York (or, if applicable under DTC’s fully Automated Securities Transfer program procedures, to the Trustee, as DTC ’s transfer agent), for the account of the Underwriter.
(d) After execution by the Issuer and authentication by the Trustee, the Bonds shall be held in safe custody by the Trustee or any authorized agent for the Trustee. The Trustee shall release or authorize the release of the Bonds from safe custody at the closing upon receipt of payment for the Bonds as aforesaid.

3. Official Statement. (a) The Issuer hereby consent s to and confirms the prior use by the Underwriter of the Preliminary Official Statement (in printed o r electronic form) dated [____________], 2022 (the “Preliminary Official Statement” ), in connection with the public offering of the Bonds by the Underwriter, and further confirms the authority of the Underwriter -3-
to use, and consents to the use of, a final Official Statement (in printed or electronic form) with respect to t he Bonds, to be dated the date hereof, and any amendments or supplements thereto that shall be approved by the Issuer (as so amended and supplemented, the “Official Statement”) in connection with the public offering and sale of the Bonds. The Issuer hereby represent s and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final ” by the Issuer as of its date for purposes of Rule 15c2-12 ( “Rule 15c2-12”) promulgated by the Securities and Exchange of the United States (the “ SEC”) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act”) except for the omission of such information as is specified in Rule 15c2-12(b)(1). The Issuer hereby approves of the distribution and use by the Underwriter of the Official Statement in connection with the offer and sale of the Bonds.
(b) The Issuer shall provide, or cause to be provided, to the Underwriter, no later than the earlier of seven (7) business days after the date hereof or three (3) business days prior to the Closing Date, copies of the final Official Statement related to the Bonds, dated the date hereof, in the form of the Preliminary Official Statement, with such changes thereto, as may be approved by the Underwriter (including the appendices thereto and any amendments or supplements as have been approved by the Issuer and the Underwriter, the “Official Statement” ), in “designated electronic format” (as defined in MSRB Rule G-32) and in sufficient quantity to permit the Underwriter to comply with Rule 15c2-12, and other applicable rules of the SEC and the Municipal Securities Rulemaking Board (the “MSRB”).
(c) The Issuer hereby authorizes the Underwriter to file the Official Statement with the MSRB’s Electronic Municipal Market Access (“EMMA”) system.

4. Amendments to Official Statement . The Issuer covenants to promptly notify the Underwriter if, during the period from the date hereof to and including the date which is twenty-five (25) days following the End of the Underwriting Period (as defined below) (the “Update Period”), any event shall occur, or information come s to the attention of the Issuer that would cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and if in the opinion of the Underwriter such event or information requires the preparation and distribution of a supple ment or amendment to the Official Statement, to prepare and furnish to the Underwriter, at the Issuer’s expense, such number of copies of the supplement or amendment to the Official Statement, in form and substance mutually agreed upon by the Issuer and approved by the Underwriter, as the Underwriter may reasonably request and if such notification shall be given subsequent to the Closing Date, such additional legal opinions, certificates, instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Official Statement.

5. Public Offering. The Underwriter intends to make an initial public offering of all the Bonds at a price not in excess of the initial offerin g price or prices set forth in the Official Statement; provided, however, that subject to Section 12 hereof, the Underwriter may change such initial offering price or prices as they deem necessary in connection with the offering of the -4-
Bonds without any re quirement of prior notice, and may offer and sell the Bonds to certain institutions at prices lower than those stated in the Official Statement.

6. End of Underwriting Period. For purposes of this Bond Purchase Agreement, the “End of the Underwriting Per iod” shall mean the Closing Date, unless the Issuer has been notified to the contrary by the Underwriter on or prior to the Closing Date that there exists an unsold balance of the Bonds for sale to the public, in which case the end of the underwriting period shall be the earlier of (a) 25 days after the Closing Date and (b) the date on which the “end of the underwriting period” for the Bonds has occurred under Rule 15c2-12. If the Underwriter notifies the Issuer that the Closing Date is not the end of the underwriting period pursuant to the provisions of this Section 6, then the Underwriter shall further notify the Issuer of the date that is the end of the underwriting period pursuant to the provisions of this Section 6.

7. Representations; Warranties and Agreements of the Issuer . The Issuer hereby agrees with, and makes the following representations and warranties to the Underwriter, as of the date hereof and as of the Closing Date, which representations and warranties shall survive the Closing:
(a) The Issuer is, and will be on the Closing Date, a body corporate and politic and a charter city duly created and existing under the C onstitution and laws of the S tate of California (the “State”), and has, and at the Closing Date will have, full legal right , power, and authority pursuant to the City’s Municipal Code, the Bond Law and the Resolution to enter into this Bond Purchase Agreement, to adopt the Resolution, and to execute and deliver the Indenture, the Tax Certificate of the Issuer , with respect to the Series 2022A Bonds, to be dated the date of Closing (the “Tax Certificate” ), and the Continuing Disclosure Certificate of the Issuer to be dated the date of Closing, in substantially the same form attached as A
PPENDIX D to the Preliminary Official
Statement and the Official Statement, executed by the City Administrator or other appropriate official of the Issuer (the “Continuing Disclosure Certificate ”) and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transactions contemplated herein as described in the Preliminary Official Statement and in the Official Statement (collectively, the “Issuer Documents” ), and to issue, sell, and deliver the Bonds as provided herein, and to carry out and to consummate the transactions contemplated by this Bond Purchase Agreement, the other Issuer Documents and the Official Statement;
(b) The Preliminary Official Statement (excluding the information concerning DTC and the book- entry system and the information provided by the Underwriter and included under the caption “ UNDERWRITING,” as to which no representation is made) as of its date did not, and as of the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Official Statement (excluding the information concerning DTC and the book entry system and the information provided by the Underwriter and included under the caption “UNDERWRITING,” as to which no representation is made) as of its date does not, and as -5-
of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (c) On and as of the date hereof and, unless an event of the nature described in Section 8(c) hereof subsequently occurs, at all times during the Update Period , the information in the Official Statement (excluding the information concerning DTC and the book entry system and the infor mation provided by the Underwriter and included under the caption “ UNDERWRITING,” as to which no representation is made) does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(d) The Issuer has complied, and will at the Closing be in compliance, in all respects, with the Bond Law;
(e) The Issuer has duly enacted the Bond Law, duly adopted the Resolution and duly authorized and approved by all necessary official action (i) the issuance and sale of the Bonds by the Issuer upon the terms and conditions set forth in this Bond Purchase Agreement and in the Indenture and as described in the Offic ial Statement, (ii) the distribution and delivery of each of the Preliminary Official Statement and the Official Statement and the use thereof by the Underwriter and (iii) the execution and delivery of, and the performance by the Issuer of the obligations on its part relating to the issuance and sale of the Bonds contained in the Resolution, the other Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered or received by the Issuer in order to carry out, give effect to and consummate such transactions contemplated herein and therein;
(f) (i) The Issuer is not in breach of or in default under (A) the Bond Law or any law, administrative regulation, judgment, decree, indenture, loan agreement, note, resolution, agreement, or other instrument to which the Issuer is a party or is otherwise subject; or (B) by which it or its properties may be bound, and (ii) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture and the Offi cial Statement, and the execution and delivery by the Issuer of the Issuer Documents, and its compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under the Bond Law , or any law, administrative regulat ion, judgment, decree, indenture, loan agreement, note, resolution, agreement, or other instrument to which the Issuer is a party or is otherwise subject; (g) All approvals, consents, and orders of any governmental authority, board, agency, or commission having jurisdiction that would constitute a condition precedent to the performance by the Issuer of its obligations hereunder, the issuance of the Bonds, and the execution and delivery and performance by the Issu er of , this Bond Purchase Agreement and the Issuer Documents, have been obtained or will be obtained prior to the Closing;
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(h) The Bonds, when issued, authenticated, and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will have been duly authorized and issued by the Issuer and will constitute the legal, valid, and binding obligations of the Issuer, enforceable in accordance with their terms and entitled to the benefit and security of the Indenture;
(i) The terms and provisions of the Indenture will comply in all respects with the requirements of the Bond Law and, when executed and delivered by the parties thereto each Issuer Document will constitute the legal, valid, and binding obligations of the Issuer, enforceable in accordance with their terms except as the same may be limited by bankruptcy, insolvency, reorganization, and other laws affecting creditors ’ rights generally from time to time in effect, and rights of acceleration, indemnity, and contribution, and the availabi lity of equitable remedies may be limited by equitable principles;
(j) No condition known to the Issuer exists that, with the giving of notice or the lapse of time or both, would constitute a default of any of its material obligations, covenants or condit ions contained in any Issuer Documents, or that would permit the counterparty to terminate an Issuer Document;
(k) There is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, public board, or body, pending or, to the knowledge of the Issuer, threatened against the Issuer, (i) affecting the existence of the Issuer or the titles of its officers to their respective offices , (ii) seeking to prohibit, restrain, or enjoin the issuance, sale, or delivery of the Bonds or the collection of System Net Revenues or other amounts pledged or to be pledged to pay the principal of , premium if any, and interest on the Bonds, or the pledge thereof, (iii) in any way contesting or affecting the validity or enforceability of the Bonds or any Issuer Document or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, (iv) contesting or affecting the power or authority of the Issuer t o issue the Bonds or to perform its obligations under and execute and deliver the Issuer Documents, (v) that can materially adversely affect the financial condition or operations of the Issuer or the Electric System, or (vi) wherein an unfavorable decision, ruling, or finding would likely result in a material adverse change in the business, properties, assets or financial condition of the Issuer or the Electric System or materially adversely affect the validity or enforcea bility of the Bonds or the Issuer Documents or the ability of the Issuer to meet its obligations under the Indenture; (l) The proceeds received from the sale of the Bonds shall be used in accordance with the Bond Law and the Indenture and as set forth in the Official Statement;
(m) Other than as may be described in the Official Statement, as of the time of acceptance hereof and as of the Closing Date the Issuer does not and will not have outstanding any indebtedness which is secured by a lien on System Net Revenues superior to or on a parity with the lien thereon to be created by the Indenture; -7-
(n) Between the date hereof and the Closing Date, except as contemplated by the Official Statement, the Issuer will not have incurred any material liabilities, direct or contingent, payable from System Revenues or entered into any material transaction in connection with the Electric System in either case other than in the ordinary course of business, and there shall not have been any material adverse change in the financial condition or operations of the Electric System;
(o) Any certificate signed by an author ized officer of the Issuer and delivered to the Underwriter in connection with the Bonds shall be deemed a representation and warranty of the Issuer (and not of the individual executing such certificate) to the Underwriter as to the statements made therein;
(p) The Issuer has entered or will enter into the Continuing Disclosure Certificate, in accordance with Rule 15c2-12, for the benefit of bondholders to provide to EMMA (i) certain annual financial information, including audited financial statements and operating data, generally consistent with the information contained or incorporated by reference in the Official Statement, (ii ) timely notice of any of the events identified in Rule 15c2-12 with respect to the securities being offered in th e offering, and ( iii) timely notice of any failure of any obligated person to provide the required annual information on or before the date specified in the written agreement , all as set forth in the Continuing Disclosure Certificate;
(q) The Bonds, the I ssuer Documents and the other documents described in the Official Statement conform in all material respects to the descriptions thereof contained in the Official Statement, and the Bonds, when delivered as provided herein, will be validly issued and outst anding obligations of the Issuer entitled to the benefits of the Indenture;
(r) The financial statements of the Issuer contained as A PPENDIX B to the
Official Statement do and will fairly present the financial position and results of operations of the Ele ctric System as of the dates and for the periods therein set forth in accordance with the accounting principles described in A PPENDIX B to the Official
Statement applied consistently, and there has not been a material adverse change in the business, properties or financial condition of the Issuer or the Electric System from that set forth in or contemplated by the Official Statement that should be disclosed in the Official Statement for the purposes for which it is to be used, or which it is necessary to disclose therein in order to make the statements and the information therein, in light of the circumstances under which they were made, not misleading; (s) The Issuer (i) has all necessary licenses and permits required to carry on and operate all of the facilities, equipment and other property comprising the Electric System the lack of which would materially adversely affect the operations or financial condition of the Electric System, and (ii) has not received any notice of an alleged violation and, to the best knowledge of the Issuer, the Issuer is not in violation of any zoning, land use or other similar law or regulation applicable to any of its property -8-
comprising the Electric System that would materially adversely affect its operations or financial condition;
(t) Except as set forth in the Official Statement, t he Issuer has not failed during the previous five (5) years to comply in all material respects with any previous undertakings in a written continuing disclosure contract or agreement under Rule 15c2-12;
(u) All discretionary approvals and any other approvals required under the California Environmental Quality Act, as amended, Division 13 of the California Public Resources Code for the projects to be financed with the proceeds of the Bonds have been given or obtained and all applicable appeal, challenge or referendum periods for such approvals have expired prior to the date hereof;
(v) The Issuer is in compliance with the undertakings and agreements set forth in the SEC’s Consent Judgment as to the Issuer, dated July 30, 2018; and (w) The Issuer is in compliance with all requirements of its Debt Management Policy, dated as of February 19, 2019, applicable to the issuance of the Bonds.

8. Covenants of the Issuer. The Issuer hereby covenants with the Underwriter that:
(a) The Issuer shall not supplement or amend the Preliminary Official Statement or the Official Statement or cause the Preliminary Official Statement or the Official Statement to be supplemented or amended without the prior w ritten consent of the Underwriter.
(b) Prior to the Closing Date, the Issuer shall not amend, terminate, or rescind, and will not agree to any amendment, termination, or rescission of the Indenture or the other Issuer Documents without the prior written consent of the Underwriter. (c) The Issuer shall promptly advise the Underwriter, by written notice, of any matter arising or discovered after the date of this Bond Purchase Agreement and prior to the Closing Date that if existing or known at the date here of would render any of the representations or warranties set forth herein to be untrue or misleading or might adversely affect the correctness or completeness of any statement of material fact regarding the Issuer contained in the Official Statement; or an y developments that may occur during the Update Period that would cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstance s under which they were made, not misleading.
(d) Prior to the Closing Date, the Issuer shall not create, assume, or guarantee any indebtedness payable from, or pledge or otherwise encumber, the revenues, assets, properties, funds, or interests that will be pledged pursuant to the Indenture. -9-
(e) The Issuer shall not voluntarily undertake any course of action inconsistent with satisfaction of the requirements applicable to the Issuer as set forth in this Bond Purchase Agreement.
(f) The Issuer shall coope rate with the Underwriter in the qualification of the Bonds for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter may designate; provided that the Issuer shall not be required take any action which would subject it to service of process in any jurisdiction in which it is now not subject or to expend any funds in connection with such qualification; and provided further that the Issuer shall not be responsible for compliance with or the consequences of failure to comply with applicable “Blue Sky” laws . The Issuer consents to the use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualification. (g) The I ssuer will undertake, pursuant to the Continuing Disclosure Certificate, to provide annual reports and notices of certain events in compliance with Rule 15c2-12. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement. (h) Prior to the Closing Date, t he Issuer shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exemption of interest on the Bonds from state personal income taxation or the exclusion from gross income for federal income tax purposes of the interest on the Series 2022A Bonds.

9. Certain Conditions to the Underwriter’s Obligations. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations, warranties, and agreements of the Issuer contained herein and upon the accuracy of the statements to be contained in the documents and instruments to be delivered at the Closing. Accordingly, the Underwriter’s obligations under this Bond Purchase Agreement to purchase, accept delivery of, and pay for the Bonds are subject to the performance by the Issuer of its obligations hereunder required to be performed at or prior to the Closing Date, and to the following additional conditions precedent:
(a) On the Closing Date, the representations and warranties of the Issuer contained herein shall be true, complete, and correct as if made on and as of the Closing Date; the Official Statement shall have been executed and delivered by the Issu er; the Issuer Documents shall have been duly executed and delivered by the appropriate parties thereto, shall be in full force and effect, and shall not have been amended, modified, or supplemented, except as may have been agreed to in writing by the Underwriter ; the Issuer shal l not be in default of any of its covenants under any Issuer Document; the proceeds of the sale of the Bonds shall have been paid to the Trustee for deposit for use as described in the Official Statement and in the Indenture ; and the Issuer shall have adopted and there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel and counsel for the Underwriter, shall be necessary in connection with the transactions contemplated hereby.
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(b) The Underwriter shall have the right to ca ncel its obligation to purchase the Bonds if between the date hereof and the Closing Date:
(i) legislation shall have been enacted or introduced by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President’ s Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the U nited States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon revenues or other income of the general character of that to be derived by the Issuer from its operations, or upon interest received on obligations of the general character of the Bonds that, in the judgment of the Underwriter, materially adversely affects the market for the Bonds, the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (ii) 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 or any c hange in the financial markets of, or political or economic conditions in, the United States or elsewhere to the effect that any such event specified in clause (1) or (2), in the judgment of the Underwriter, materially adversely affects the market for the Bonds, the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or
(iii) 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 orde r of the SEC or any other governmental authority having jurisdiction that, in the judgment of the Underwriter, materially adversely affects the market for the Bonds, the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or
(iv) legislation shall be enacted or be proposed or actively considered for enactment by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or sha ll have been recommended to the Congress for passage by the President of the United States or a member of the President’s Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency having jurisdiction of the -11-
subject matter shall be made, to the effect that the Bonds , any obligations of the general character of the Bonds or any comparable securities of the Issuer or any Issuer Document is not or are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended (the “ Securities Act”), or the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act”), or otherwise, or would be in violation of any provision of the federal securities laws; or
(v) any material adverse change in the affairs of the Issuer or its Electric System shall have occurred and/or an event occurs that, in the judgment of the Underwriter, requires a supplement or amendment to the Official Statement that is deemed by the Underwriter, in its judgment, to materially adversely affect the market for the Bonds, the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (vi) any rating on the Bonds is reduced or withdrawn or placed on credit watch with negative outlook by any major credit rating agency; or (vii) there shall have occurred either a financial crisis or a default with respect to the debt obligations of the Issuer or the State or any political subdivision thereof or proceedings under the bankruptcy laws of the United States or of such state shall have been instituted by the Issuer or any agency or political subdivision of the State , in either case the effect of which, in the judgment of the Underwriter, materially adversely affects the market for the Bonds, the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or
(viii) any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein not misleading and, in either such event, the Issuer refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented, in the judgment of the Underwriter, is to materially adversely affect the market for the Bonds, the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (ix) a general banking mor atorium shall have been declared by federal or State authorities having jurisdiction and be in force that, in the judgment of the Underwriter, materially adversely affects the market for the Bonds, the market price or marketability of the Bonds, or the abi lity of the Underwriter to enforce contracts for the sale of the Bonds; or
(x) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or
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(xi) any new restriction on transactions in securitie s materially affecting the 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 shall have been 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 that, in the judgment of the Underwriter , materially adversely affects the market for the Bonds, the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or
(xii) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no- action letter by or on behalf of the SEC or any other gover nmental 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 the underlying obligations as contemplated by this Bond Purchase Agreement 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. (c) At or prior to the closing, the Underwriter shall receive the following:
(i) the unqualified approving opinion of Bond Counsel, addressed to the Issuer, dated the Closing Date and covering the matters set forth in A
PPENDIX E to the Official Statement, with only such changes thereto as are satisfactory to the Underwriter, 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 Issuer may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it; (ii) a supplemental opinion of Bond Counsel, dated the Closing Date, addressed to the Underwriter in form and substance satisfactory to the Underwriter in the form set forth in Exhibit A attached hereto; (iii) the opinion of the City Attorney or other cou nsel to the Issuer, addressed to Bond Counsel, the Underwriter and the Issuer , dated the Closing Date and in form and substance satisfactory to the Underwriter in the form set forth in Exhibit B attached hereto;
(iv) an opinion of counsel to the Trustee, dated the Closing Date and addressed to the Issuer and the Underwriter, to the effect that: (i) the Trustee is a national banking association duly organized and validly existing under the laws of the United States of A merica; (ii) the Trustee is duly eligible and qualified to act as Trustee under the Indenture [and as Dissemination Agent under the Continuing Disclosure Certificate ]; (iii) the Trustee has all requisite power, authority and legal right to execute and deli ver the Indenture and the Continuing Disclosure -13-
Certificate and to perform its obligations under such documents; (iv) the Trustee has duly authenticated the Bonds; and (v) the Trustee has duly executed and delivered the Indenture and assuming that such doc uments constitute the legal, valid and binding agreements of the other respective parties thereto, such documents are the legal, valid and binding agreements of the Trustee, enforceable in accordance with their terms, except to the extent enforceability th ereof may be subject to (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights and remedies heretofore or hereafter enacted, and (b) the application of equitable principles and the exercise of judicial discretion in appropriate cases; (v) the opinion of counsel to the Underwriter, dated the Closing Date, in form and substance acceptable to the Underwriter covering the matters to the effect that: (1) the Bonds are exempt from registra tion under the Securities Act, and the Indenture is exempt from qualification under the Trust Indenture Act; (2) the Continuing Disclosure Certificate complies with the requirements of Rule 15c2-12; and (3) without having undertaken to determine independently, or to assume responsibility for, the accuracy, completeness or fairness thereof, and based solely on their participation in telephone conferences during which representatives of the Issuer, Bond Counsel, Municipal Advisor, and the Underwriter was at v arious times involved, nothing has come to their attention that would lead them to believe that the information and statements in the Preliminary Official Statement, as of its date, or the Official Statement, as of its date and as of the Closing Date (except in each case for the financial statements included in Appendix B thereto and the information with respect to DTC in the Official Statement, as to which no view need be expressed) contained or contains an untrue statement of a material fact or omitted or omits to state a 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;
(vi) a certificate dated the Closing Date by a duly authorized officer of the Issuer in form and substance satisfactory to the Underwriter to the effect that the representations and warranties of the Issuer contained herein and in the Issuer Documents are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date , and the Issuer has performed all of the covenants required to be performed herein by the Closing Date;
(vii) the Tax Certificate executed by a duly authorized of ficer of the Issuer in form and substance satisfactory to the Underwriter and Bond Counsel; (viii) a certificate of an officer of the Trustee, in form and substance acceptable to the Underwriter, dated the Closing Date, to the effect that the Indenture has been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery thereof by the Issuer, constitutes a valid and binding agreement of the Trustee enforceable against the -14-
Trustee in accordance with its ter ms, and the Bonds have been authenticated in accordance with the Indenture by duly authorized officers or signatories of the Trustee; and an incumbency certificate of the Trustee, in form and content acceptable to the Underwriter and Bond Counsel, dated th e Closing Date, with respect to the officers or other signatories of the Trustee who have executed, authenticated and delivered the Bonds, the Indenture , and all other financing documents to be signed by the Trustee;
(ix) copies of each of the Issuer Documents, each duly executed and delivered by the respective parties thereto;
(x) a letter from Standard & Poor’ s Global Ratings assigning a long- term municipal bond rating of [ “___”] to the Bonds, which rating remains in effect on the Closing Date;
(xi) fully executed counterparts of each of the Issuer Documents, a copy of the Resolution certified by the City Clerk or other appropriate official of the Issuer, and specimens of the Bonds;
(xii) a certified copy of the general resolution of the Trustee authorizing the execution and delivery of the Indenture and the Continuing Disclosure Certificate;
(xiii) the Official Statement and each supplement or amendment, if any, executed on behalf of the Issuer by a duly authorized officer thereof; (xiv) an Information Return for Tax- Exempt Bond Issues (the Internal Revenue Service Form 8038-G) with respect to the Series 2022A Bonds, in a form satisfactory to Bond Counsel for filing;
(xv) a copy of the Blue Sky Memorandum with respect to the Bonds prepared by counsel to the Underwriter;
(xvi) evidence of compliance with Section 8855(i) of the California Government Code;
(xvii) a letter of Stradling Yocca Carlson & Rauth, a Professional Corporation, as disclosure counsel, dated the Closing Date and addressed to the Underwriter, substantially in the form attached hereto as Exhibit C; (xviii) DTC Blanket Letter of Representations;
(xix) a letter from CliftonLarsonAllen LLP, Irvine, California , independent auditors (the “ Auditor”), dated the date hereof and addressed to the Issuer consenting to the inclusion in the Preliminary Official Statement and the -15-
Official Statement of their report on the financial statements of the Issuer for the year ended 2022; and
(xx) such additional legal opinions, certificates, documents and instruments as the Underwriter may reasonably request in form and substance satisfactory to the Underwriter and counsel to the Underwriter, including such opinions, c ertificates and documents as may be required in connection with the redemption and defeasance of the Refunded Bonds.

If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Bond Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the Issuer shall have any further obligations hereunder, except as provided in Section 10 hereof. However, the Underwriter may in its discretion waive one or more of the conditions imposed by this Bond Purchase Agreement for the protection of the Underwriter and proceed with the Closing.

10. Payment of Expenses. (a) The Underwriter shall be under no obligation to pay, and the Issuer shall pay from available funds or direct the Trustee under the Indenture to pay from the proceeds of the Bonds (to the extent permitted under applicable law) or from other funds of the Issuer, certain expenses set forth in this Section that are in cidental to the performance of the Issuer’s obligations hereunder, including but not limited to: all expenses in connection with the printing of the Preliminary Official Statement, the Official Statement, and any amendment or supplement to either thereof; all expenses in connection with the printing, issuance, and delivery of the Bonds; the fees and disbursement of Bond Counsel , Issuer ’s counsel, counsel to the Underwriter, and auditors; the fees and disbursements of the Trustee and its counsel; all expenses in connection with obtaining a rating or ratings for the Bonds; all expenses of the Issuer in connection with the preparation, printing, execution, and delivery, and any recording or filing required by Bond Counsel, of the Issuer Documents and any financ ing statement or notice with respect thereto; all fees and expenses in connection with any interest rate swap agreement and related transactions, if any; and all other expenses and costs of the Issuer incident to its obligations in connection with the authorization, issuance, sale, and distribution of the Bonds.

Additionally, unless the Issuer and the Underwriter otherwise agree, the Issuer shall pay for all incidental expenses (including, but not limited to, transportation, lodging and meals of Issuer personnel and advisors) incurred by or on behalf of the Issuer in connection with the transaction contemplated by this Bond Purchase Agreement.
(b) The Underwriter shall pay the costs of qualifying the Bonds for sale in various states chosen by the Underwrit er, all advertising expenses in connection with the public offering of the Bonds, and all other expenses incurred by it in connection with the transaction contemplated by this Bond Purchase Agreement , excluding the fees and disbursements of their counsel, which shall be a cost of issuance of the Issuer. To the extent not otherwise reimbursed in-full by the Issuer pursuant to subsection (a) of this Section 10, the Issuer acknowledges that a portion of the Underwriter’ s discount is intended to reimburse the Underwriter for incidental expenses (including, but not limited to, transportation, lodging and meals of Issuer and Underwriter personnel) incurred by the Underwriter (on its own behalf and/or on behalf of -16-
Underwriter personnel and Issuer personnel and advisors, as applicable) in connection with the execution of the transaction contemplated by this Bond Purchase Agreement.

11. No Fiduciary Duty . The Issuer acknowledges and agrees that: (i) the primary role of the Underwriter, as an underwriter, is to purchase the Bonds , for resale to investors, in an arm’s-length commercial transaction between the Issuer and the Underwriter and that the Underwriter has financial and other interests that differ from those of the Issuer; (ii) the Underwriter is not acting as a municipal advisor, financial advisor, or fiduciar y to the Issuer and have not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertak ings and procedures leading thereto (irrespective of whether any Underwriter has provided other services or is currently providing other services to the Issuer on other matters); (iii) the only contractual obligations any Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; and (iv) the Issuer has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. If the Issuer would like a municipal advisor in this transaction that has legal fiduciary duties to the Issuer, then the Issuer is free to engage a municipal advisor to serve in that capacity. Nothing in the foregoing paragraph is intended t o limit the Underwriter ’s obligations of fair dealing under MSRB Rule G-17.

12. Establishment of Issue Price. (a) The Underwriter agrees to assist the Issuer in establishing the issue price of the Series 2022A Bonds and shall execute and deliver to the Issuer at Closing an “ issue price” or similar certificate, together with the supporting pricing wires or equivalent c ommunications, substantially in the form attached hereto as Exhibit D , with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales p rice or prices or the initial offering price or prices to the public of the Series 2022A Bonds. All actions to be taken by the Issuer under this section to establish the issue price of the Series 2022A Bonds may be taken on behalf of the Issuer by the Iss uer’s municipal advisor identified herein and any notice or report to be provided to the Issuer may be provided to the Issuer’s municipal advisor. (b) [Except as otherwise set forth in Schedule I attached hereto,] the Issuer will treat the first price at which 10% of each maturity of the Series 2022A Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of Series 2022A Bonds. [ If at that time the 10% test has not been satisfied as to any maturity of the Series 2022A Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Series 2022A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Series 2022A Bonds of that maturity or (ii) the 10% test has been satisfied as to the Series 2022A Bonds of that maturity, provided that, the Underwriter’ s reporting obligation after the Closing Date may be at reasonable pe riodic intervals or otherwise upon request of the Issuer or bond counsel.] For purposes of this Section, if Series 2022A 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 Series 2022A Bonds.
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[(c) The Underwriter confirms that it has offered the Series 2022A Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2022A Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2022A Bonds, the Underwriter will neither offer nor sell unsold Series 2022A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2022A Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the Issuer promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series 2022A Bonds to the public at a price that is no higher than the initial offering price to the public.] (d) The Underwriter confirms that:
(i) any selling group agreement and any third- party distribution agreement relating to the initial sale of the Series 2022A 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 broker -dealer that is a party to such third -party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the pu blic the unsold Series 2022A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2022A Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test ha s been satisfied as to the Series 2022A 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 Series 2022A Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter parti cipating in the initial sale of the Series 2022A Bonds to the public (each such term being used as defined below), and -18-
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, 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 Series 2022A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each deal er that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Series 2022A 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 Series 2022A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2022A Bonds of that maturity allocated to it have been sold or it is notified by t he Underwriter or the dealer that the 10% test has been satisfied as to the Series 2022A 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 Underwr iter 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 Issuer 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 Series 2022A 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 Series 2022A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2022A Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third -party distribution agreement was employed in connection with the initial sale of the Series 2022A Bonds to the public, the agreement of each broker -dealer that is a p arty to such agreement to comply with the requirements for establishing issue price of the Series 2022A Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Series 2022A Bonds, as set forth in the third-party distribution agreement and the related pricing wires.

The Issuer 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 Series 2022A Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Series 2022A Bonds.
(f) The Underwriter acknowledges that sales of any Series 2022A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2022A 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, -19-
(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2022A 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 Series 2022A 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 Series 2022A Bonds to the public), (iii) a purchaser of any of the Series 2022A Bonds is a “ related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both e ntities are corporations (including direct ownership by one corporation of another), (B) 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 (C) 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), and (iv) “sale date” means the date of execution of this Bond Purchase Agreement by all parties.

13. Notices. All notices provided for in this Bond Purchase Agreement shall be made in writing either by actual delivery of the notice into the hands of the parties entitled thereto, by confirmed facsimile or email transmission, or by sending the notice by air courier or mailing by certified or registered mail, return rec eipt requested, in the United States mail to the address as stated below (or at such other address as may have been designated by written notice) of the party entitled thereto. The notice shall be deemed to be received in case of actual delivery on the date of its actual receipt by the party entitled thereto, in case of delivery by facsimile, on the date receipt is confirmed, in case of delivery by air courier on the date of delivery, and in case of mailing on the date of receipt by United States mail, postage prepaid.

All communications hereunder, except as herein otherwise specifically provided, shall be in writing and mailed or delivered to the Issuer at the address set forth above and to the Underwriter at the following address:

Goldman Sachs & Co. LLC
555 California Street, 45
th Floor
San Francisco, California 94104
Attention: Joseph R. Natoli

14. Governing Law . This Bond Purchase Agreement shall be governed by and construed in accordance with the Constitution and laws of the State of California.

15. Miscellaneous. This Bond Purchase Agreement is made solely for the benefit of the signatories hereto (includin g the successors or assigns of the Underwriter) and no other person -20-
shall acquire or have any right hereunder or by virtue hereof. The term “ successor” shall not include any holder of any Bonds merely by virtue of such holding. All representations, warranties, agreements, and indemnities contained in this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of delivery of and payment for the Bonds, and any termination of this Bond Purchase Agreement.

16. Entire Agreement. This Bond Purchase Agreement constitutes the entire agreement between the parties hereto with respect to the matters covered hereby, and supersedes all prior agreements and understandings between the parties regarding the transaction contemplated by this Bond Purchase Agreement and the process leading thereto . This Bond Purchase Agreement shall only be amended, supplemented or modified in a writing signed by both of the parties hereto.
[S
IGNATURE PAGES APPEAR ON NEXT PAGE]

[Signature Page to Bond Purchase Agreement]

17. Counterparts. This Bond Purchase Agreement may be executed in counterparts with the same force and effect as if all signatures appeared on a single instrument.

Very truly yours,
GOLDMAN SACHS & CO. LLC
By: ____________________________________
Name: Joseph Natoli
Title: Managing Director
Accepted on _____________, 2022

CITY OF VICTORVILLE
By: _________________________________
Name: ___________________________
Title: ____________________________
ATTEST:

By: _________________________________
City Clerk

SCHEDULE I
$______________

CITY OF VICTORVILLE

ELECTRIC REVENUE BONDS,
SERIES 2022A

MATURITY SCHEDULE

MATURITY DATE
(MAY 1)

PRINCIPAL
AMOUNT

INTEREST

RATE YIELD PRICE
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__

MATURITY DATE
(MAY 1)
10% TEST

SATISFIED
10% TEST NOT

SATISFIED

SUBJECT TO

HOLD-THE-OFFERING

PRICE RULE
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__

OPTIONAL REDEMPTION – SERIES 2022A BONDS
The Series 2022A Bonds maturing on and after May 1, 20__, are subject to redemption prior to their stated maturities, at the option of the Issuer , from any source of available funds, on any date on or after May 1, 20___, as a whole, or in part by such maturity or maturiti es as may be specified by the Issuer (and by lot within a maturity), at a r edemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date fixed for redemption, without premium.

MAKE WHOLE OPTIONAL REDEMPTION – SERIES 2022B BONDS

The Series 2022B Bonds are subject to redemption prior to their stated maturities, at the option of the City, from any source of available funds, on any date, as a whole, or in part by such maturity or maturities as may be specified by the City, at a Redemption Price equal to the greater of:
(1) 100% of the principal amount of the Series 2022B Bonds to be redeemed; or

(2) the sum of the present value of the remaining scheduled payments of principal and interest [(taking into ac count any Mandatory Sinking Account Payments for such Series 2022B Bonds to be redeemed)] to the stated maturity date or maturity dates of such Series 2022B Bonds to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date on which such Series 2022B Bonds are to be redeemed, discounted to the date on which such Series 2022B Bonds are to be redeemed on a semi -annual basis, assuming a 360 -day year consisting of twelve 30- day months, at the Treasury Rate (as defined below) plus __ basis points for the Series 2022B Bonds maturing in the years 20__ through and including 20__, __ basis points for the Series 2022B Bonds maturing in the years 20__ and 20__, and __ basis points for the Series 2022B Bonds maturing in the year 20__; plus, in each case, accrued interest on such Series 2022B Bonds to be redeemed to but not including the redemption date.

For the purpose of any optional redemption of the Series 2022B Bonds as described above, “Treasury Rate” means with respect to any redemption date for a particular Series 2022B Bond, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available on a date selected by the City that is at least two Business Days, but no more than 60 calendar days, prior to the redemption date (excluding inflation indexed securities) or, if such Statistical Release is no long er published, any publicly available source of similar market data) most nearly equal to the period from the redemption date to the maturity date of the Series 2022B Bond to be redeemed; provided, however, that if the period from the redemption date to suc h maturity date is less than one year, the weekly average of the daily yields for 1- year Treasury bills (secondary market) published in such statistical release will be used.

$______________

CITY OF VICTORVILLE

ELECTRIC REVENUE BONDS,
SERIES 2022B (FEDERALLY TAXABLE)

MATURITY SCHEDULE

MATURITY DATE
(MAY 1)

PRINCIPAL
AMOUNT

INTEREST

RATE YIELD PRICE
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__

EXHIBIT A

FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL

May __, 2022

Goldman Sachs & Co. LLC
San Francisco, California

City of Victorville
Electric Revenue Bonds, Series 2022A
Electric Revenue Bonds, Series 2022B (Federally Taxable) (Supplemental Opinion)

Ladies and Gentlemen:

This letter is addressed to you, as Underwriter, pursuant to Section 9(c)(ii) of the Bond Purchase Agreement, dated May __, 202 2 (the “Purchase Contract”), between you and the City of Victo rville (the “City”), providing for the purchase of $[__________] principal amount of City of Victorville Electric Revenue Bonds, Series 2022A and $[__________] principal amount of City of Victorville Electric Revenue Bonds, Series 2022B (Federally Taxable) (collectively, the “Bonds”). The Bonds are being issued pursuant to an Indenture, dated as of May 1, 202 2 (the “Original Indenture”), as supplemented by a First Supplemental Indenture, dated as of May 1, 2022 (the “First Supplemental Indenture” and, collectively with the Original Indenture, the “Indenture”), each between the City and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture or, if not defined in the Indenture, in the Purchase Contract.

In connection with our role as bond counsel to the City, we have reviewed the Purchase Contract; the Indenture; the Tax Certificate, dated the date hereof (the “Tax Certificate”), executed by the City; opinions of counsel to the City and the Trustee; certificates of the City, the Trustee and others; and such other documents, opinions and matters to the extent we deemed necessary to provide the opinions set forth herein.

The opinions expressed herei n 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 original delivery of the Bonds on 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 matters come to our attention after the original delivery of the Bonds on t he date hereof. We have assumed the genuineness of all documents and signatures provided to us 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. We have further assumed compliance with all covenants and agreements contained in such documents. In addition, we call attention to the fact that the rights and obligations under the Bonds, the Indenture, the Tax Certificate and the Purchase Contract and their enforceability may be subject to bankruptcy, insolvency, reorganization, receivership, 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 in the State of California. We express no opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute or having the effect of a penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions contained in the foregoing documents, nor do we express any opinions with respect to the state or qua lity of title to or interest in any assets described in or as subject to the lien of the Indenture or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such assets. Finally, we undertake no responsibility for the accuracy, except as expressly set forth in numbered paragraph 3 below, completeness or fairness of the Official Statement dated ___________ __, 2022 (the “Official Statement”) or other offering material relating to the Bonds and express no view or opinion relating thereto.

Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:

1. The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.

2. The Purchase Contract has been duly executed and delivered by, and is a valid and binding agreement of, the City.

3. The sta tements contained in the Official Statement under the captions “THE SERIES 202 2 BONDS” (excluding therefrom any information about The Depository Trust Company or its book-entry system), “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” (excluding therefrom the information under the heading “Outstanding Electric System Indebtedness”) and “TAX MATTERS” and contained in APPENDIX C – “SUMMARY OF THE INDENTURE” and APPENDIX E – “PROPOSED FORM OF BOND COUNSEL OPINION,” excluding any material that may be treated a s included under such captions by cross reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the Indenture or set out the form and content of our final legal opinion concerning the validity of the Bonds and certain other matters, dated the date hereof and addressed to the City, are accurate in all material respects.

This letter is furnished by us as bond counsel to the City. No attorney- client relationship has existed or exists betw een our firm and you in connection with the Bonds or by virtue of this letter. We disclaim any obligation to update this letter. This letter is delivered to you as Underwriter of the Bonds, is solely for your benefit as such Underwriter in connection wit h the original issuance of the Bonds on the date hereof, and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by owners of Bonds or by any other party to whom it is not specifically addressed.

Very truly yours,

ORRICK, HERRINGTON & SUTCLIFFE LLP

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EXHIBIT B
FORM OF OPINION OF ISSUER’S COUNSEL
[Closing Date]
City Council
City of Victorville
Victorville, California

Orrick, Herrington & Sutcliffe LLP
Sacramento, California

Goldman Sachs & Co. LLC,
as Underwriter
Los Angeles, California
Re: City of Victorville
$_____________ Electric Revenue Bonds, Series 2022A
$_____________ Electric Revenue Bonds, Series 2022B (Federal Taxable)

Ladies and Gentlemen:

I am the City Attorney of the City of Victorville (the “City”) and as such I have served as counsel to the City in connection with the sale and issuance of the City’s $__________ Electric Revenue Bonds, Series 2022A, and $__________ Electric Revenue Bonds, Series 2022B (Federally Taxable) (together, the “Bonds”). As such counsel, I have examined and am familiar with: (i) those documents relating to the existence, organization and operation of the City and the Electric System ; (ii) all necessary documentation of the City relating to the authorization, execution and delivery of: (a) the Indenture of Trust, dated as of May 1, 2022, by and between the City and The Bank of New York Mel lon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of May 1, 2022, providing for the issuance of the Bonds (as so supplemented, the “Indenture” ), (b) the Continuing Disclosure Certificate, dated __________, 2022 (the “Continuing Disclosure Certificate”), by the City; and (c) the Bond Purchase Agreement , dated __________, 2022 with respect to the Bonds (the “Bond Purchase Agreement ”), by and between the City and Goldman Sachs & Co. LLC, as underwriter; and (iii) a Preliminary Official Statement of the City, dated __________, 2022 (the “Preliminary Official Statement” ) and an Official Statement of the City, dated __________, 2022 (the “Official Statement”), relating to the Bonds. The Indenture, the Continuing Disclosure Agreement and the Bond Purchase Agreement are collectively referred to herein as the “Legal Documents.” The proceeds of the Bonds will be used to (i) finance the costs of certain improvements to, or necessary or convenient in connection with the use or operation of the Electric System of the City, and (ii) refund the outstanding principal amount of the Victorville

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Joint Powers Financing Authority Variable Rate Lease Revenue Bonds, 2007 Ser ies A (Cogeneration Facility Project) (the “Refunded Bonds”).

Capitalized terms used herein not otherwise defined shall have the meanings ascribed thereto in the Indenture.

I am of the opinion that:

1. The City is a body corporate and politic and a charter city duly created and existing under the C onstitution and laws of the S tate of California (the “State”) with the full legal right, power, and authority to own and operate its Electric System, refund the Refunded Bonds, and to sell, issue, and deliver the Bonds.

2. Ordinance No. 2416 (the “ Ordinance”), enacting the City’s Enterprise Revenue Bond Law, was duly passed at a meeting of the City Council of the City on March 16, 2021, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout. The Ordinance is in full force and effect and has not been amended or rescinded.

3. The resolution of the City (the “Resolution” ) approving and authorizing the execution and delivery of Legal Documents and approving and authorizing the distribution of the Preliminary Official Statement and Official Statement by the City was duly adopted at a meeting of the City Council of the City on April 19, 2022, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout. The Resolution is in full force and effect and has not been amended or rescinded.

4. The City has the authority and right to execute, deliver and perform its obligations under the Legal Documents and the Bonds, and the City has complied in all material respects with the provisions of applicable law in all matters relating to the transactions contemplated by the Legal Documents and the Bonds.

5. The Prelimi nary Official Statement, the Official Statement, the Legal Documents and the Bonds have been duly authorized, executed and delivered by the City and, assuming that the Legal Documents constitute the legal, valid and binding agreements of the other respecti ve parties thereto, the Legal Documents and the Bonds constitute the legal, valid and binding agreements of the City enforceable in accordance with their terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of c reditors’ rights generally and to the application of equitable principles if equitable remedies are sought and to limitations on legal remedies against municipal corporations in the State.

6. All approvals, consents and orders of any governmental authorit y or agency having jurisdiction of any matter which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations under the Legal Documents and the Bonds , or in connecti on with the

B-3
receipt of the System Net Revenues or the operation of the Electric System have been obtained and are in full force and effect and all obligations to be performed by the City pursuant to or as required by the Indenture on or prior to the date hereof have been duly performed.

7. The City has lawful authority to own and operate the Electric System and to fix and collect rates, fees and other charges in connection with the services provided by the Electric System.

8. The rates, fees and charges as currently established for Electric System services have been duly and validly adopted by the City and are legally enforceable in accordance with the laws of the State. Under the laws of the State, the City has the authority to determine, fix, i mpose and collect rates, fees and charges for electric service and is not presently subject to the regulatory jurisdiction of any state, regional or local governmental regulatory authority other than to the extent described in the Preliminary Official Statement and the Official Statement.

9. There are no contracts, laws, regulations, court orders or consent decrees that will restrict the ability of the City to comply with its covenants regarding rates and charges for Electric System services set forth in the Indenture.

10. Other than the pledge of System Net Revenues pursuant to the Indenture, the System Net Revenues have not otherwise been pledged, assigned or hypothecated or otherwise encumbered.

11. The execution and delivery of the Legal Documents by the City and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any instrument relating to the organization, existence or operation of the City or the Electric System, or commitment, agreement or other instrument to which the City or the Electric System is a party or by which it or its property is bound or affected, or any ruling, regulation, ordinance, judgment, order or decree to which the City or any of its officers in their respective capacities as s uch are subject or any provision of the laws of the State relating to the City and its affairs.

12. [Except as set forth in the Preliminary Official Statement and the Official Statement] [T]here is no action, suit, proceeding, inquiry, or investigation at law or in equity pending or threatened before or by any court, public board, or body which in any way (a) questions the municipal existence or powers of the City or the title to office of any present official of the City, (b) seeks to prohibit, restrain, or enjoin the sale, issuance, or delivery of any of the Bonds, (c) affects the collection of the Net System Revenues pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge of the Net System Revenues and other funds and ac counts under the Indenture , (d) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or (e) contests any authority for the sale or issuance of the Bonds, the refunding of the Refunded Bonds, the passage of the Ordinance, the adoption of the Resolution, or the validity of the Legal Documents or any proceedings taken by the City

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in connection with the issuance or sale of the Bonds. There is no litigation pending or threatened against the City or the Electric System involving any of the property or assets of the Electric System which involves the possibility of any judgment or liability, not fully covered by insurance, which may result in any material adverse change in the business, properties, assets or in the condition, financial or otherwise, of the City or the Electric System.

13. Based upon my participation in the preparation of the Preliminary Official Statement and the Official Statement and without having undertaken to determine independently the accura cy, completeness or fairness of the statements contained in the Preliminary Official Statement or the Official Statement, nothing has come to my attention which would lead me to believe that (i) the Preliminary Official Statement (excluding therefrom the financial statements and the statistical data and the information concerning DTC and the book entry system included therein, the information under the caption “U
NDERWRITING” and the Appendices thereto, as to which no view is expressed) as of its date and as of __________, 2022, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) the Official Statement (excluding therefrom the financial statements and the statistical data and the information concerning DTC and the book entry system included therein, the information under the caption “ U
NDERWRITING” and the Appendices thereto, as to which
no view is expressed) as of its the date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Respectfully submitted,

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EXHIBIT C

FORM OF NEGATIVE ASSURANCE LETTER TO UNDERWRITER
[Closing Date]
Goldman Sachs & Co. LLC
as Underwriter
San Francisco, California
Re: City of Victorville
$_____________ Electric Revenue Bonds, Series 2022A
$_____________ Electric Revenue Bonds, Series 2022B (Federal Taxable)

Ladies and Gentlemen:

We have acted as disclosure counsel to the City of Victorville (the “City”) in connection with the sale and issuance of the City’s $________ aggregate principal amount of Electric Revenue Bonds, Series 2022A, and $________ aggregate principal amount of Electric Revenue Bonds, Series 2022B (Federally Taxable) (together, the “Bonds”). The Bonds are being delivered by the City on the date hereof and purchased by you, Goldman Sachs & Co. LLC, as the underwriter (the “Underwriter” ), pursuant to the Bond Purchase Agreement dated [BPA DATE], 2022 (the “Purchase Agreement”), between the City and the Underwriter. This letter is addressed to you, as the Underwriter, pursuant to Section 9(c)(__) of the Purchase Agreement.

In that connection, we have examined originals or copies certified or otherwise identified to our satisfaction of (i) the Purchase Agreement; (ii) the Indenture and First Supplemental Indenture thereto, each dated as of May 1, 2022 (together, the “Indenture” ), between the City and The Bank of New York Mellon Trust Company, N.A., as the Trustee, purs uant to which the Bonds are being issued; (iii) the Preliminary Official Statement dated [POS DATE], with respect to the Bonds (the “Preliminary Official Statement” ); (iv) the Official Statement dated [BPA DATE], 2022 with respect to the Bonds (the “Official Statement” ); and (v) the letters, certificates and opinions delivered to you pursuant to the provisions of the Purchase Agreement, including Section 9 thereof, and we have made such investigations of law as we have deemed appropriate as a basis for the conclusions hereinafter expressed. Unless otherwise indicated, capitalized terms used herein have the respective meanings given to such terms in the Official Statement.

The conclusions 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 conclusions 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 such actions are

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taken (or not taken) or events occur (or do not occur). We have assumed, but not independently verified, that the signatures on all documents, letters, opinions and certificates which we have examined are genuine, tha t all documents submitted to us are authentic and were duly and properly executed by the parties thereto. We have assumed, without independent verification, the truth and accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in any opinions referenced in the Official Statement.

In arriving at the conclusions hereinafter expressed, we are not expressing any opinion with respect to any indemnification, contribution, liquidated damages, pe nalty (including any remedy deemed to constitute a penalty), right of set -off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non- exclusivity of remedies, waiver or severability provisions contained in any document refere nced in the Preliminary Official Statement or the Official Statement, nor are we expressing any opinion with respect to the state or quality of title to or interest in any assets described in or as subject to the lien of the Indenture or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any assets thereunder.

Although we have not undertaken to determine independently or verify and are not passing upon and do not assume responsibility for, the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement or the Official Statement, and are therefore unable to make any representation to you in that regard, in our capacity as disclosure counsel to the City, w e participated in conferences with representatives of the City, including Green de Bortnowsky, LLP, as City Attorney for the City, Orrick Herrington & Sutcliffe LLP, as Bond Counsel to the City, Urban Futures, Inc. as the City’s Municipal Advisor, the Unde rwriter and Chapman and Cutler LLP, as its counsel, and others, during which conferences the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed. Based upon the information made available to us in t he course of the foregoing, and in reliance thereon, on oral and written statements and representations of the City and others and on the records, documents, certificates, opinions and matters herein mentioned and our understanding of applicable law, we advise you as a matter of fact, but not opinion, that no information has come to the attention of the attorneys in our firm performing services for the City as disclosure counsel in connection with this matter which caused us to believe that the Preliminary Official Statement as of its date or as of [BPA DATE], 2022, or the Official Statement as of its date or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (except that, with respect to both the Preliminary Official Statement and the Official Statement, we express no view with respect to the expressions of opinion, the assumptions, the projections, estimates and forecasts; the charts, the financial statements or other financial, numerical, economic, engineering, demographic or statistical data, or assessed or appraised valuations or environmental matters; the information set forth in Appendices B -F; any information with respect to the underwriter or underwriting matters with respect to the Bonds, including but not limited to information under the caption “U
NDERWRITING;” or any information relating to the tax
status of the Bonds, DTC and its book-entry system, any CUSIP numbers, or the ratings or rating agencies). We note that the Preliminary Official Statement contained certain information marked as preliminary, subject to change, and omitted certain information permitted to be

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omitted by Rule 15c2-12 promulgated under the Securities Act of 1934. We advise you that, other than reviewing the various certificates and opinions delivered in connection with the issuance of the Bonds, we have not taken any steps since the date of the Official Statement that were intended or likely to elicit information concerning the accuracy of the statements that are contained in the Preliminary Official Statement as of [BPA DATE], 2022, or the Official Statement as of the date hereof. No responsibility is undertaken or opinion rendered with respect to any other disclosure document, materials or activity, or as to any information from another document or source that is referred to by, or incorporated by reference in, the P reliminary Official Statement or the Official Statement.

By acceptance of this letter you recognize and acknowledge that: (a) the negative assurance above is not an opinion and is based on certain limited activities that were performed by specific attorneys in our firm in our role as disclosure counsel to the City in connection with the initial issuance of the Bonds; (b) the scope of the activities performed by such attorneys in our role as disclosure counsel to the City and for purposes of delivering such advice was inherently limited and does not purport to encompass all activities that are necessary for compliance by you or others in accordance with applicable state and federal securities laws; and (c) the activities that were performed by such attorneys in our role as disclosure counsel to the City in connection with the Bonds rely in part on representations, warranties, certifications and opinions of other parties to the transaction, including representations, warranties and certifications made by the Ci ty. Our services as disclosure counsel to the City did not involve the rendering of any financial or other non -legal advice to you, the City or any other party to the transaction.

This letter is being rendered to you solely for your benefit in connection with your purchase of the Bonds in accordance with the Purchase Agreement and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. No attorney-client relationship exists between our firm a nd you in connection with the issuance of the Bonds or by virtue of this letter. We note that you were represented by separate counsel retained by you in connection with the transaction described in the Preliminary Official Statement and the Official Statement. The conclusions expressed herein are limited to matters governed by the federal securities law of the United States, and we assume no responsibility with respect to the applicability or effect of the laws of any other jurisdiction. No opinion is expressed herein with respect to the applicability of any “blue sky” laws of any state as they relate to the offer or sale of the Bonds.

Our engagement as disclosure counsel to the City in connection with the Bonds terminates as of the date hereof, and we h ave not undertaken any duty, and expressly disclaim any responsibility, to advise you as to events occurring after the date hereof with respect to the Bonds or other matters discussed herein or in the Preliminary Official Statement or the Official Statement. This letter is not intended to, and may not, be relied upon by owners of the Bonds or any beneficial ownership interest therein or by any other person to whom it is not addressed.

Respectfully submitted,
Stradling Yocca Carlson & Rauth
A Professional Corporation

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EXHIBIT D

FORM OF ISSUE PRICE CERTIFICATE
$___________
City of Victorville
Electric Revenue Bonds
Series 2022A
The undersigned, on behalf of Goldman Sachs & Co. LLC (“Goldman”), hereby certifies as set forth below with respect to the sale and issuance of the above- captioned obligations (the “Bonds”) of the City of Victorville (the “Issuer”).

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 of the Bonds was sold by Goldman to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold -the-Offering-Price Maturities. Goldman offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equival ent communication for the Bonds is attached to this certificate as Schedule B.

As set forth in the Bond Purchase Agreement dated __________, 2022 (the “Bond Purchase Contract”), by and between Goldman and the City, Goldman agreed in writing on or prior to the Sale Date that, (i) for each Maturity of the Hold- the-Offering-Price Maturities, it would neither offer nor sell any of the unsold Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each broker-dealer who is a member of the selling group, and any retail or other third party distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail or other third party distribution agreement (to which Goldman is a party), to comply with the hold- the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold- the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.”

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(c) Holding Period means, with respect to a Hold -the-Offering-Price Maturi ty, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Goldman has sold at least 10% of such Hold- the- Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
(d) 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 inte rest rates, are treated as separate maturities.
(e) 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. (f) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is __________, 2022. (g) Underwriter means (i) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) 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 or other third party distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only.

Nothing in this certificate represents Goldman’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 representations contained herein are not necessaril y based on personal knowledge, but may instead be based on either reasonable inquiry by the undersigned or institutional knowledge (or both) regarding the matters set forth herein.

The undersigned
understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Orrick, Herrington & Sutcliffe 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, and other federal income tax advice that it may give to the Authority and the Corporation from time to time relating to the Bonds.

GOLDMAN SACHS & CO. LLC
By: ____________________________________
Authorized Representative
Dated: ___________ __, 2022

ATTACHMENT F
Preliminary Official Statement

PRELIMINARY OFFICIAL STATEMENT DATED ________, 2022
NEW ISSUE – FULL BOOK-ENTRY ONLY RATING: S&P: “___”
See “RATING” herein.

In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the City, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2022A Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. In the further opinion of Bond Counsel, interest on the Series 2022A Bonds is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel is also of the opinion that interest on the Series 2022 Bonds is exempt from State of California personal income taxes. Bond Counsel further observes that interest on the Series 2022B Bonds is not excluded from gross income for federal income tax purposes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Series 2022 Bonds. See “TAX MATTERS.” $_________*

CITY OF VICTORVILLE

ELECTRIC REVENUE BONDS,
SERIES 2022A
$_________*

CITY OF VICTORVILLE

ELECTRIC REVENUE BONDS,
SERIES 2022B (FEDERALLY TAXABLE)
Dated: Date of Delivery Due: May 1, as shown on inside cover This cover page contains certain information for general reference only and is not a summary of the issue. Potential investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. See “CERTAIN RISK FACTORS” herein for a description of certain risks associated with an investment in the Series 2022 Bonds. Capitalized terms used on this cover page and not otherwise defined shall have the meanings set forth herein.

The City of Victorville Electric Revenue Bonds, Series 2022A (the “Series 2022A Bonds”) and City of Victorville Electric Revenue Bonds, Series 2022B (Federally Taxable) (the “Series 2022B Bonds” and, together with the Series 2022A Bonds, the “Series 2022 Bonds”) are being issued by the City of Victorville (the “ City”) to (i) finance the costs of certain improvements to the electric system of the City (the “ Electric System”), (ii) refund $45,230,000 outstanding principal amount of the Victorville Joint Powers Financing Authority Variable Rate Lease Revenue Bonds, 2007 Series A (Cogeneration Facility Project) (the “ Refunded VJPFA Bonds”), which were issued to finance and refinance facilities for the benefit of the Electric System, (iii) fund a deposit to the Bond Reserve Fund, and (iv) pay costs of issuance of the Series 2022 Bonds. See “ESTIMATED SOURCES AND USES OF FUNDS” and “PLAN OF FINANCE.” The Series 2022 Bonds will be issued in book-entry form only, initially registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“ DTC”). DTC will act as securities depository of the Series 2022 Bonds . Beneficial owners of Series 2022 Bonds will not receive physical certificates representing their interest in the Series 2022 Bonds purchased. The Series 2022 Bonds of each Series will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof . Interest on the Series 2022 Bonds will be payable semiannually on May 1 and November 1, commencing November 1, 2022. Payments of interest on and principal of the Series 2022 Bonds will be made to DTC . DTC is obligated in turn to remit such interest and principal to the DTC participants for subsequent disbursement to the beneficial owners of the Series 2022 Bonds. See APPENDIX F – “BOOK-ENTRY ONLY SYSTEM.” The Series 2022 Bonds are subject to optional and mandatory sinking account redemption prior to maturity as described herein. See “THE SERIES 2022 BONDS – Redemption Provisions.”
The Series 2022 Bonds are being issued pursuant to an Indenture, dated as of May 1, 2022, as supplemented by the First Supplemental Indenture, dated as of May 1, 2022 (as supplemented, the “Indenture”), between the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Series 2022 Bonds are limited obligations of the City, secured by a pledge of and payable solely from the Trust Estate, which primarily consists of (i) all System Net Revenues; (ii) all funds and accounts held by the Trustee under the Indenture (other than the Rebate Fund and certain other funds specified in the Indenture); and (iii) all investments, money, instruments, and other property credited thereto or on deposit therein, subject to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture. “System Net Revenues” means System Revenues remaining after payment of Maintenance and Operation Costs then due and payable and Energy Payments then due and payable to the extent such Energy Payments are not included in Maintenance and Operation Costs. “System Revenues” consist primarily of all income, rents, rates, fees, charges and other moneys derived from the ownership or operation of the Electric System excluding certain moneys as described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.”
Pursuant to the Indenture, the City may issue additional bonds (together with the Series 2022 Bonds, the “Bonds”) and incur other obligations (“Parity Obligations”) payable from and secured by the Trust Estate (including the pledge of System Net Revenues made pursuant to the Indenture) on a parity basis with the outstanding Bonds, subject to the terms of the Indenture. The Indenture does not limit the ability of the City to issue or incur obligations which are payable from the Trust Estate or any portion thereof (including the System Net Revenues) on a basis junior and subordinate to the Bonds and Parity Obligations. As of January 1, 2022, there is outstanding an interfund loan in the principal amount of $3,850,143 that is repayable from the Electric Utility Fund to the General Fund on a basis junior and subordinate to the Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.”
The Series 2022 Bonds are limited obligations of the City and are secured by a pledge of and payable, both as to principal and interest and as to any premiums upon the redemption thereof, solely from the Trust Estate as provided in the Indenture, and the City is not obligated to pay the Series 2022 Bonds except from the Trust Estate as provided in 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 Series 2022 Bonds or the interest or premium, if any, thereon. The Series 2022 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 Trust Estate as provided in the Indenture.

See “SECURITY AND
SOURCES OF PAYMENT FOR THE BONDS – City Appropriations Relating to Certain Bond Reserve Fund Withdrawals” for a discussion of This Preliminary Official Statement and the information contained herein are subject to completion and amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or filing under the securities laws of any such jurisdiction certain circumstances and the procedure under which the City may be requested (but is not obligated) to make an appropriation from legally available funds for the replenishment of a withdrawal from the Bond Reserve Fund.

The Series 2022 Bonds will be offered when, as and if issued and received by the Underwriter, subject to the approval of validity of the Series 2022 Bonds and certain other legal matters by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the City, and certain other conditions.

Certain legal matters will be passed upon for the Underwriter by its counsel, Chapman and Cutler LLP, and for the City by its Disclosure Counsel for the Series 2022 Bonds, Stradling Yocca Carlson & Rauth, a Professional Corporation, and by the City Attorney of the City of Victorville . It is expected that the Series 2022 Bonds in definitive form will be available for delivery to DTC in New York, New York on or about _______, 2022.

Goldman Sachs & Co. LLC
Dated: __________, 2022

* Preliminary, subject to change.

No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to give any information or to make any representations other than those contained in this Official Statement and, if given or made, such other information or representation must not be relied upon . 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 Series 2022 Bonds in any jurisdiction in which it is unlawful to make such offer, solicitation or sale.

This Official Statement is not to be construed as a contract with the purchasers of the Series 2022 Bonds.

Statements contained in this Official Statement that involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact.

The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in affairs of the City since the date hereof . This Official Statement, including any supplement or amendment hereto, is intended to be deposited with t he Municipal Securities Rulemaking Board through the Electronic Municipal Market Access website.

The Underwriter has provided the following two paragraphs for inclusion in this Official Statement:

The Underwriter has reviewed the information in this Official Statement in accordance with, and as a 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.

In connection with this offering, the Underwriter may overallot or effect transactions which may stabilize or maintain the market price of the Series 2022 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. __________________________

CAUTIONARY STATEMENTS REGARDING

FORWARD-LOOKING STATEMENTS IN

THIS OFFICIAL STATEMENT
Certain statements included or incorporated by reference in this Official Statement and the Appendices hereto constitute “forward-looking statements.” Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “budget” or other similar words. Such forward-looking statements include, but are not limited to, certain statements contained in the information under the captions “THE VMUS ELECTRIC SYSTEM” and “OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY” in this Official Statement. Forward-looking statements in this Official Statement are s ubject to risks and uncertainties, including particularly those relating to wholesale and retail electric energy and capacity prices, federal and state legislation and regulations, industry restructuring, developments associated with the ongoing COVID –19 p andemic, the concentration of the customer base served by the Electric System and the economy of the City electric service area.

The achievement of any results or the realization of other expectations contained in such forward -looking statements involve kn own and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. No assurance is given that actual results will meet the City’s forecasts in any way. Except as set forth in the Continuing Disclosure Certificate, the City does not plan to issue any updates or revisions to those forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur or do not occur.